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Annual Report
DELTA N.V. 2014
The English translation of the annual report is for information purposes only
The Annual Report 2014 comprises of the Dutch text including the
independent auditor’s report in Dutch
1
Contents
Annual Report
1
Management Board Report 2014
3
1.1
2014 – a dynamic year for DELTA
3
1.2
Profile and key figures
6
1.3
Notes to the results
10
1.4
Ambitions
13
1.5
Energy & Multimedia
15
1.6
Grids, mains and networks
22
1.7
Waste management
24
1.8
DELTA and corporate social responsibility
25
1.9
DELTA and its employees
28
1.10
DELTA and corporate governance
32
1.11
Opportunities and risks
42
1.12
Statement by the Executive Board
46
2
Financial statements for 2014
47
3
Other information
141
4
DELTA in financial figures
143
2
1 Management Board Report 2014
1.1 2014 – a dynamic year for DELTA
DELTA formulated its strategy in 2014. At the start of the year, it set up a consultation body
consisting of the Executive Board, Supervisory Board, and Shareholders’ Committee. After
intensive exploration, the decision was made to continue as an independent company and
to sell the company’s waste management business Indaver. DELTA also defined two focal
points within our business strategy, more specifically to reduce our carbon footprint and
integrate our energy and multimedia products so as to make life easier for the DELTAcustomers.
Position
To successfully operate as a business, it is important that DELTA has its financial house in order.
In the past few years, we have laid a solid foundation to withstand the headwinds affecting the
energy market. Energy prices are low because of overcapacity and the recession. This is unlikely
to change over the next three years. DELTA has made the necessary preparations to deal with
these market conditions and remain an independent company. In 2014, we used EUR 74 million
from our cash flow to pay off part of our debts, reducing our debt position to EUR 559 million at
year-end. After the strategic sale of the Kreekraksluis wind farm and Indaver (in which DELTA
owns a 75% interest), our net debt will reduce to nil by mid-2015.
The process of selling Indaver has been successful. Negotiations were held with several
prospective buyers within a short space of time and, eventually, in March 2015, it became clear
that Indaver would become a group company of the leading Belgian-based logistics provider
Katoen Natie. Once approved by the shareholders, the sale will be completed by mid-2015.
DELTA Group’s underlying operating profit is strong, especially when taking into consideration the
poor market conditions for the production and sale of energy. Its cash flow was particularly strong,
standing at EUR 94 million, EUR 20 million of which was used to pay a dividend and EUR 74
million to pay off debts. We ended 2014 with a net underlying profit of EUR 65 million. Due to the
necessary impairment of Indaver’s environmental business and a change in tax position, net profit
came to EUR 4 million.
The write-down on the Indaver sale was necessary because we had bought the company for a
higher price in 2007, when market conditions were different. DELTA’s different divisions all
reported good results.
CO2 reduction
Regardless of DELTA’s future, we are convinced that the last days of coal as fuel to generate
power are approaching. The coal-fired power plant operated by EPZ (in which DELTA owns a 70%
stake) will be closed down by the end of 2015. This decision is also based on our conviction that
burning coal harms the environment and there are other types of fuel, such as natural gas, nuclear,
wind, solar, biomass and water, which make up a better mix for power generation.
By 1 January 2016, DELTA will be the Netherlands’ cleanest energy producer. With the closure of
the coal-fired power plant in Borssele, emissions will reduce to 130g/kWh, making DELTA the best
performing major energy producer of the Netherlands. A year later, emissions will even reduce to
90g/kWh.
By that time, the Gemini wind farm will have started delivering wind power, as shown in the chart
on page 14.
‘By 1 January 2016, DELTA will be the Netherlands’
cleanest energy producer.’
3
Integration of energy and multimedia products
On the domestic market in Zeeland, we have begun integrating our retail products, building on the
unique position of our energy and multimedia products. Our aim is to offer consumers a
comfortable home, served by a single provider. An offering that is unique.
What consumers want now more than ever is to get their energy bills down and, at the same time,
contribute to a sustainable society. In 2014, we therefore focused on expanding DELTA's position
as an intermediary and promoting value-adding services, such as the Comfort Indicator
(ComfortWijzer) and our Guaranteed Solar (ZonGarant) programme. With our Scoring Together
(Samen scoren) campaign, consumers in Zeeland can benefit from having an energy supplier and
multimedia service provider being located under one roof.
In 2014, we made preparations for the launch of our Home Advice (Woningadvies) online platform.
Visitors can use the platform to access information about potential savings in and around their
home. They can compare the investment required with the proceeds and ask directly for a quote.
With DELTA Home Advice, we have taken a major step towards becoming an intermediary. We will
continue integrating our energy and multimedia products and services in 2015. Ultimately, DELTA
will occupy a special role in the lives of its customers, providing a range of useful services.
Good energy production mix ensures flexibility
DELTA’s energy production operations were severely affected by continued poor market conditions
in 2014. The gas-fired power station SloeCentrale is one of the most efficient plants in the
Netherlands, delivering a relatively high output, but margins were too low. The ELSTA gas-fired
power station continually operated baseload to deliver steam and power to Dow in Terneuzen, but
could not be deployed to generate extra power profitably due to market conditions. The biomass
plant in Moerdijk, which converts poultry litter into energy, performed well despite a period of bird
flu, when supply of poultry litter was limited.
The diversity of our energy production mix allows us to respond flexibly to market developments.
We will stop burning coal and close our coal-fired power plant by the end of 2015. EPZ’s nuclear
power station made a substantial contribution to reducing carbon emissions. 2014 was a good year
for EPZ. Availability was high, with the units achieving a historically high aggregate monthly output.
EPZ also for the first time used MOX fuel, closing the fuel cycle. MOX is a fuel composed of
residual products. It reduces the use of finite natural resources, as well as providing more fuel load
alternatives.
Synergy and efficiency
1 January 2014 saw the merger of DELTA Infra and DELTA Netwerkbedrijf. The two companies
are now trading as DELTA Netwerkgroep (DNWG). The new set-up has provided greater synergy
and improved operational efficiency. Not surprisingly, DNWG performed well in 2014. The merger
of the two divisions allows us to work even more efficiently and respond proactively to market
developments.
Water company Evides (in which DELTA owns a 50% interest) also reported good results for 2014.
Evides supplies drinking and industrial water in Zeeland and other areas. Its performance again
showed that Evides operates a solid and efficient organisation.
’The diversity of our energy production mix allows
us to respond flexibly to market developments.’
4
DELTA’s future
DELTA saw many changes in 2014. This will not be different in 2015. Thanks in part to the
dedication of our employees, we ended the year with a profit and have every confidence for 2015.
Reducing our carbon footprint is an important focal point for DELTA. This is why we are
uncomfortable with the coal section in the National Energy Agreement. We cannot endorse the
substantial amount in compensation paid to coal companies for phasing out their old power plants.
The compensation involves abolishing the coal tax and making extra grants available to co-fire
biomass. This comes down to extra support being provided for coal power generation. And that
was not the intention of the National Energy Agreement. It certainly runs counter to our ambition to
provide low carbon energy.
Many of the possibilities for DELTA to shape its future depend on the Dutch Supreme Court’s
decision on the mandatory separation of its grid operation business and the response of politicians
if the decision were to go against DELTA. In the past few years, we have made no bones about the
fact that such a split would mean the end of DELTA in its current form and would be bad news for
jobs in Zeeland.
Separating the grid business is a poor solution to a non-existent problem. The Independent Grid
Operation Act (WON) is already doing its job. Moreover, there is not a single power company
outside the Netherlands that is being required to hive off its grid operations. In fact, most European
providers are full-service companies at holding company level, including those with subsidiaries in
the Netherlands. We trust that the Dutch government will ultimately take the sensible decision.
Executive Board of DELTA N.V.
Arnoud Kamerbeek, CEO
Frank Verhagen, CFO
5
1.2 Profile and key figures
DELTA is an independent supplier of energy and waste management services. The
company provides energy, waste processing, infrastructure, and digital services. We want
to make life for our customers as easy as possible and are constantly looking for ways to
add value. The company’s shares are held by municipal and provincial authorities in the
provinces of Zeeland, Noord-Brabant, and Zuid-Holland. DELTA’s head office is located in
Middelburg, The Netherlands. The company and its subsidiaries employ a total of 3,349
FTEs.
1.2.1 What we do
Group companies
DELTA N.V.
DELTA
Netwerkgroep
Energy &
Multimedia
DELTA
Netwerkgroep
DELTA
Comfort
DELTA
Netwerkgroep
DELTA
Energy
DELTA
Netwerkgroep
Waste Management
Indaver N.V.
EPZ (70%)
SloeCentrale (50%)
For a list of consolidated and non-consolidated subsidiaries, please refer to page 123 of the Annual
Report.
Products and services
DELTA generates electricity, trades in energy, and supplies gas, power and digital services to retail
and corporate customers in Zeeland and other areas. The company also supplies drinking water
and industrial water services through its subsidiary Evides. ZRD (Zeeland Sanitation Department),
a subsidiary of Indaver, operates household waste processing facilities across Zeeland, collecting
household refuse in nearly all towns and cities in Zeeland.
Grid operator
On 1 January 2014, DELTA Netwerkbedrijf B.V. (DNWB) and DELTA Infra B.V. were combined to
form DELTA Netwerkgroep. DNWB is the regional power and gas grid operator. It is responsible for
managing the gas and electricity distribution grids in Zeeland. DNWB has entrusted the
construction and maintenance of these grids to DELTA Infra B.V., which is also responsible for
constructing and servicing the water mains networks operated by water company Evides and
DELTA’s cable network (Zeelandnet). DELTA Infra’s other areas of expertise include high-voltage
applications and metering technology, with services being delivered in Zeeland and other areas.
6
Waste management
DELTA’s waste management operations have been brought together in Indaver N.V., a subsidiary
company in which DELTA owns a 75% share interest. Indaver offers high-quality, sustainable
waste management solutions to industry and local authorities. focusing on environmentally safe
ways of processing all sorts of waste materials and maximising the reuse of energy and materials.
Part of the waste is processed at its own facilities, but some is treated at other plants. The
company selects the best processing method for each type of waste: recycling, processing into
biomass, or waste-to-energy (incineration).
In recent years, Indaver has grown into a leading European provider, with operations and facilities
in Belgium, Germany, Ireland, and the Netherlands. The company processes 5 million tonnes of
waste a year and employs around 1,700 employees. In 2014, DELTA took the decision to sell its
interest in Indaver.
1.2.2 What we stand for
DELTA offers its customers the convenience of sustainable and innovative multi-utility solutions.
The company seeks to ensure continuity of supply and is committed to long-term customer
relationships. We are the partner of choice for buyers of utility products and services, such as
power, water, digital services, and waste collection and processing, on both a small and large
scale.
DELTA is aware that conventional energy resources are finite. That is why we are investing in
making our processes more sustainable and, in particular, reducing our carbon emissions. This
covers our waste processing and water operations, as well as our power generation activities. In an
environment that is becoming increasingly complex, we will continue to integrate our products and
services so as to meet the information and convenience requirements of our customers.
DELTA seeks to make its power generation activities carbon neutral by 2050. Carbon neutral
means that all the energy produced is generated by carbon-free generation methods. If additional
measures are taken to offset carbon emissions, power generation is also said to be carbon neutral.
We do not believe that a fully sustainable power generation system will be feasible over the next
few decades.
Committed to cutting carbon emissions, DELTA aims to have the smallest carbon footprint of all
Dutch power companies by 1 January 2016. With the closure of the coal-fired power plant in
Borssele, emissions will reduce to 130g/kWh, making us the cleanest major energy producer of the
Netherlands. A year later, emissions will even reduce to 90g/kWh. By that time, the Gemini wind
farm will start delivering wind power.
DELTA takes the view that a balanced mix of different generation methods is necessary to ensure
continuity of supply. We believe that this mix should include wind, solar, biomass, natural gas, and
nuclear power.
Nuclear power is needed to keep the reliability of supply at an acceptable level and prevent
unnecessary greenhouse gas emissions. Nuclear power generation releases no carbon emissions
and emits fewer other pollutants, such as nitrogen oxides (NOx), sulphur dioxide (SO2), and soot.
That is why DELTA consider this to be a responsible way of generating power.
7
1.2.3 The world we operate in
Having public-sector shareholders and a regional customer base, DELTA has strong ties with its
home market. The company is firmly rooted in society and readily accepts its social responsibilities.
What is good for us is good for the South Western delta region.
‘DELTA is firmly rooted in society and readily accepts
its social responsibilities.’
DELTA’s commitment to society is reflected in its strong reputation in Zeeland. The company has
commissioned the Reputation Institute to conduct monthly reputation surveys. The survey findings
are used to identify market and regional trends. DELTA has a solid reputation in Zeeland and
achieves high scores because of its connection with local communities as a supplier, employer,
business relation, or customer. Our reputation is therefore a key indicator. We use the monthly
survey findings to identify market and regional trends and developments at an early stage. We can
then adjust our external communications accordingly.
In 2014, we focused in particular on improving our financial ratios. By taking a variety of measures,
we successfully reduced our debt by EUR 74 million within one year. The proposed sale of our
interest in waste management company Indaver should also contribute to improving our financial
ratios.
1.2.4 Corporate social responsibility
Corporate social responsibility mainly involves DELTA’s energy operations, particularly those
conducted by its group companies and joint ventures. All its waste management activities have
been transferred to Indaver, which publishes its own CSR report (available as a download at
www.indaver.com). Water company Evides, in which DELTA owns a 50% share interest, is not
included in the report. Evides reports on its CSR policy and related activities on its website at
www.evides.nl. Below is a summary of the key statistics on DELTA’s power generation activities.
More detailed information is available at www.epz.nl , www.sloecentrale.nl and
www.bmcmoerdijk.nl.
Share of carbon neutral and renewables
Carbon neutral
Nuclear
Renewables*
(* wind/water/biomass)
DELTA’s carbon emissions (g/kWh)
Social performance (in EUR)
Distributions to shareholders
Roosevelt Academy
Sponsoring and donations
2014
24.1%
8.3%
15.8%
2013
29.3%
16.2%
13.1%
2012
27.2%
17.3%
9.9%
2014
389.7
2013
437.4
2012
421.3
2014
15,000,000
379,083
834,282
2013
20,000,000
398,854
900,000
2012
40,000,000
418,950
928,326
8
1.2.5 Accounting standards
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) and the relevant provisions of the Dutch Civil Code (DCC). DELTA conducts
some of its major operations with others in the form of joint ventures. Our share of assets,
liabilities, income and expenses associated with operations conducted by separate legal entities in
which DELTA, in its capacity as a shareholder and customer, has the same rights and obligations
as its partners, have been included in our financial information since 2013. This provides a greater
insight into the structure of our capital base and profits.
Financial highlights (EURm)
Revenue
Gross margin
EBITDA
Net profit
Investment in (in)tangible fixed assets
Net debt
2014
1,931
789
312
4
102
559
2013
2,104
786
301
75
168
633
2012
2,168
826
379
81
141
630
Share of revenue ( EURm)
Sale of electricity and electricity trading
Sale of natural gas and natural gas trading
Electricity & natural gas transmission
Cable, Internet, and telecommunications
Waste logistics and environmental services
Other revenue
Total revenue
2014
882
268
106
81
517
77
1,931
2013
970
344
118
79
514
79
2,104
2012
1,046
332
112
75
519
84
2,168
For full details of the financial statements 2014, please refer to page 47.
9
1.3 Notes to the results
DELTA performed well in 2014, driven by its variety of activities on different markets and a
clear focus on profit and cash generation. In spite of falling market prices and lower
volumes due to mild winter conditions, the company reported EUR 1.9 billion in revenue.
Net profit came to EUR 3.8 million. However, this was after recognising an impairment of
DELTA’s share interest in waste company Indaver, which is likely to be sold in 2015 and the
book value of which had to be revised downwards to reflect its expected market value, and
after recognising an increase in tax loss carryforwards due to decreasing interest charges
after debt repayment. We are proud to report an underlying pre-impairment profit of EUR
64.6 million. Net cash flow was even more robust, at EUR 94 million, before EUR 20 million
in dividends paid to shareholders. Mild temperatures at the start and end of the year were
helpful making the prepaid gas purchases lower.
The energy market continued to deteriorate in 2014. Although the economy showed tentative signs
of a recovery, prices remained under pressure from existing spare capacity. This effect was
exacerbated by more renewable generation capacity arriving on the market. Although this is a
socially desirable trend which we endorse, conventional generation facilities, which remain the
basis of a reliable energy supply, continued to fare poorly. Electricity prices continued to decline in
2014, with gas prices falling at an even faster pace. Our gas-fired power station SloeCentrale
supplied power to the grid for the best part of the year, but margins were too modest to cover the
fixed costs. EPZ’s production units achieved record availability levels. DELTA has for many years
been conducting a combination of activities which are mutually reinforcing in different areas. This is
also financially beneficial to the group as a whole. Driven by the solid performance of Indaver,
water company Evides, and DELTA Netwerkgroep's combined infrastructure and grid operations,
we saw strong underlying profits, despite difficult market conditions. Our multimedia and cable
business also performed well during the year, thanks to the introduction of combinations of new
and existing products and services.
Revenue and profit
Revenue fell in 2014 compared with 2013. This was felt mainly in the energy business, including
both the trading floor and sales to corporate and retail customers. In the grid segment, we
achieved strong cost savings by combining our grid and infrastructure operations into a single
entity, which partly compensated for the drop in revenue arising from the adjustment to what are
known as the statutory ‘X factors’. The multimedia business saw a slight increase in revenue.
Waste management company Indaver, in which DELTA owns a 75% share interest, reported good
results, despite a number of unplanned outages at its incineration plants in Belgium and Germany.
The Irish operations reported growth, driven by the expanded scope of its permit. Market prices
remained under pressure, both in the waste business and in terms of energy generation revenues.
The newly constructed incineration plant in the Dutch town of Alphen aan den Rijn operated in line
with expectations. The Dutch operations performed above budget, driven mainly by higher
composting and landfill volumes. 2014 proved to be another strong year for water company
Evides, in which DELTA owns a 50% stake.
Total gross margin rose by EUR 8 million on the previous financial year (up 1%), partly owing to
the fact that the EPZ nuclear power plant was out of operation for a few weeks in 2013 because of
a failure in the conventional section of the plant, which had a negative impact on the 2013 results.
Operating costs remained contained, driven by the ongoing focus on cost control and smart
purchasing and consumption solutions. Combining the grid operations delivered an efficiency gain
of around EUR 5 million. Depreciation and amortisation costs increased by EUR 8.5 million, before
the necessary impairment of our share interest in Indaver. This impairment amounted to EUR 92.8
million. Because Indaver is a fully consolidated subsidiary, the amount is shown fully within
‘depreciation and amortisation’, with Indaver’s minority shareholders shouldering their share of the
impairment charge, i.e. EUR 24.2 million. This amount is shown within ‘non-controlling interests’ in
the profit and loss account. The impairment led to the value of the put option shown in DELTA’s
balance sheet being reduced by the same amount.
10
As the company becomes leaner, it has seen the number of employees fall for several years now.
At the end of 2014, the different group companies employed a total of 3,349 FTEs, compared with
3,394 at the end of 2013. These numbers also cover employees working in ‘joint business
operations’. The underlying drivers included a limitation on the number of new hires, a mobility
programme for employees who could not remain in their existing jobs, and relocations to job
openings at other group companies. It became clear in 2014 that the EPZ coal-fired power plant
would be closed down by the end of 2015. Staff at the power plant will be subject to a
restructuring, which unfortunately will see many of our colleagues in Operations and Support lose
their jobs with EPZ. In 2014, we recognised a provision of EUR 10 million (70% share) to cover the
costs of the proposed closure in 2015.
Our share of associates and joint ventures amounted to EUR 41.2 million in 2014, similar to 2013
(EUR 41.5 million).
The external funding requirement improved by EUR 90.4 million during the year. During the year,
interest-bearing debt net of available cash and cash equivalents (net debt) fell by EUR 74.1 million
to EUR 558.6 million at the end of 2014.
Interest charges were EUR 24.3 million, with EUR 21.1 million in interest income being added to
the provisions, up EUR 2.7 million on 2013. Financial income rose in 2014, driven by the funds
received from the last tranche of the Lansbanki claim and the positive return delivered by the
Borssele Nuclear Power Plant Dismantling Fees Management Fund. Net financial income was
down EUR 6.8 million on 2013.
In consultation with the Dutch Tax and Customs Administration, the commercial operations in the
energy segment, including multimedia, were transferred to a separate fiscal unity for corporate
income tax purposes. Initially, the separation was to be effective from 31 December 2013 but, in
consultation with the Tax Administration, we decided to move the start date for both fiscal unities to
1 January 2014. This immediately led to tax loss carry forwards being used in 2014. Unlike in
2013, there were no unforeseen refunds from previous financial years in 2014.
A further EUR 0.6 million in proceeds from the sale of our share interest in Fesil Sunergy AS in
2012 is shown within ‘discontinued operations.’ Also in 2014, proceeds were recognised from
assets and liabilities of DELTA Industriële Reiniging B.V. (sold in 2013) that had not been included
in the sale.
We ended 2014 with a net profit of EUR 3.8 million, compared with a profit of EUR 74.8 million in
2013, attributable to the shareholders of DELTA N.V.
Cash flow and investments
Cash flow from operating activities was boosted by working capital control, leading to good results
particularly in the corporate energy segment. Cash flow from operating activities totalled EUR
209.8 million. Cash flow from investing activities stood at EUR 115.7 million, compared with EUR
187.2 million in 2013, due mainly to substantial investments in the Kreekraksluis wind farm.
Investments in grid operations remained stable at EUR 39.4 million (2013: EUR 37.9 million), with
the rollout of smart meters contributing EUR 4.4 million. Investments in the EPZ production
facilities fell compared with the previous year, because part of the planned investments had
already been made during the prolonged product stoppage at the nuclear power plant in 2013.
Investments totalled EUR 19.3 million, compared with EUR 33.7 million in 2013. As the coal-fired
power station is nearing the end of its useful life in 2015, any necessary operating costs are now
included in the budget, rather than being recognised as investments. Indaver invested EUR 36.7
million in its plants and software, mainly in Belgium and the Netherlands.
Free cash flow came to EUR 74.1 million, net of a EUR 20 million dividend payout. It was used to
reduce our debt position.
11
Financial position and solvency
Net realised gains stood at EUR 64.1 million in 2014. The addition of these net gains to the
reserves, the decline in value of the Indaver put option of EUR 18.2 million, and the EUR 20 million
in dividends paid to our shareholders combined to reduce the equity attributable to DELTA N.V.’s
shareholders to EUR 1,104 million.
Our solvency ratio was 31.3% at the end of 2014 (2013: 31.8%).
The profit we made in 2014, coupled with the favourable development of our debt position and the
available reserves, allowed us to distribute EUR 15 million to our shareholders. Although this is
less than the EUR 20 million payout last year, we are pleased to have been able to do this. Earlier,
we had indicated, on the basis of the weak prospects for the energy market, that it would be very
difficult to pay a dividend for 2014 because we needed to strengthen our reserves for the uncertain
times ahead. We are pleased that our strong performance in 2014 allows us to accommodate our
shareholders in what for them are difficult economic conditions as well.
Rating
We are making every effort to keep our credit rating at an acceptable level of BBB or higher.
Outlook
The outlook for the energy market has not improved.
The sale of Indaver and the Kreekraksluis wind farm will provide sufficient financial leeway to tide
us over the next few years, in which we are likely to see negative margins on energy production
and will continue to invest in our existing and sustainable production facilities. Ensuring security of
supply by having high-quality grids in place remains one of our main objectives. The necessary
investments are funded from the cash flows from our grid operations. The rollout of smart meters
will be accelerated in the coming years. Adding greater depth to and broadening our retail offerings
(traditional gas, power and water supplies and services, decentralised renewable energy
generation, and multimedia services, or a combination of these) will strengthen our ties with
customers in Zeeland.
The issue of whether we will be required to split up our business remains a key point of attention.
We expect to end 2015 with a profit. It will be very difficult to pay a dividend to our shareholders for
the years 2015 to 2017. We will nonetheless try our very best to make this happen.
12
1.4 Ambitions
In 2014, DELTA undertook a strategy search, consulting its shareholders on numerous
occasions. There were nine official strategy meetings with our shareholders to discuss a
range of strategic choices so as to maintain high-quality jobs, ensure returns, and mitigate
risks. The scenarios of a merger, full or partial sale of operations and continuing as an
independent company were considered, as were the views of our shareholders and the
expected economic conditions.
Looking to the future
The strategy will be shaped further in 2015. We will keep our eyes and ears open to any
opportunities.
DELTA: frontrunner in low carbon-efficient power generation
DELTA seeks to be carbon neutral in terms of its power generation operations by 2050. To achieve
this aspiration, we will need a varied and balanced production mix, including not only natural gas
as a fossil fuel, but also nuclear power, wind power, and biomass. Our guiding principle is
‘renewable where possible, low carbon where necessary.’ In April 2014, we therefore decided to
purchase power and green certificates from the Gemini wind farm. This, the Netherlands’ largest
wind farm, will become operational in 2016.
With the opening of the wind farm and closure of the coal-fired power station in 2016, DELTA will
become the frontrunner in low carbon energy production in the Netherlands, taking a big leap
towards achieving its goal of generating carbon neutral power by 2050.
The chart on the following page shows the carbon emissions of DELTA’s entire asset portfolio.
Facts & figures on the Gemini wind farm
With a capacity of 600 MW and supplying 2.6 TWh of electricity, Gemini will be the Netherlands’
largest wind farm, operational in 2016. This is enough to provide more than 785,000 homes with
green power sourced from within in the Netherlands. Gemini will contribute to reducing carbon
emissions by 1.25 million tonnes.
Today’s energy company
Over the years, expectations of consumers, business customers and local authorities in their
dealings with energy companies have changed. Options to cut energy bills have become widely
available. Being sustainable is not a trend anymore, it is a requirement. DELTA has responded to
this development in its own way. Its multi-utility concept, which has always set the company apart
from the competition, is helping shape DELTA’s energy business to meet today’s demand.
‘In 2016, DELTA will be the frontrunner in low carbon energy
production in the Netherlands.’
DELTA’s unique basis – its ability to combine energy and multimedia products and services – has
allowed the company to transform into the business it is today. From producer and supplier to
producer, supplier, intermediary, and adviser. A Zeeland-based company that helps its customers
to be sustainable and control their energy bills, without having to cut back on convenience.
13
14
1.5 Energy & Multimedia
DELTA produces energy, is involved in commodities (natural gas, coal, oil), electricity and
emissions trading on various markets, and delivers gas and power to businesses and
consumers. Its energy operations account for around two thirds of its revenue. In addition
to energy, the company provides multimedia services, including Internet access and
telephony services through its subsidiary company ZeelandNet. DELTA also transmits
television and radio signals via its cable network. Because of this mix of service offerings,
customers buy more than four products from DELTA on average. This, in turn, has led to
high customer loyalty.
That said, the energy market has come under severe pressure due to spare capacity and low
prices. This makes it difficult for us to deliver strong margins. We expected these market conditions
to continue for a number of years.
The company will need to adapt to these conditions. Prices are expected to pick up in 2017. Until
then, we will need to be flexible and versatile. Our retail and wholesale operations should be able
to respond to changing customer requirements, market trends, and moves by the competition. To
do just that, our energy and multimedia division launched its Future Proof programme in 2014.
Zooming in on cost control and customer focus, the programme will be completed by mid-2015 and
result in a revamped E&M organisation.
1.5.1 Energy and the corporate market
Unfavourable energy market conditions continued in 2014. Spare capacity and the arrival of new
coal-fired power plants, low electricity prices (relative to fuel prices), and the ongoing growth of
subsidised renewable energy continued their grip on the market. However, due to the delayed
commercial operation of newly constructed coal-fired power stations, problems with the temporary
closure of Belgian nuclear power facilities, and relatively low gas prices (because of mild winter
conditions and sufficient supply), the Sloe power station in particular was up and running during the
best of the year. Unfortunately, this highly efficient gas-fired power station delivered positive but
very modest margins, which were not enough to cover fixed costs. The mild winter also had a
considerable impact on gas deliveries. With the high temperatures we had, our customers required
less heating and so gas consumption fell. DELTA’s trading operations delivered good results
during the year by responding flexibly to market fluctuations.
Volatile and uncertain market conditions call for smart energy purchasing strategies that enable us
to control costs and risks while at the same time improving returns. That is why in 2014 we focused
on being the partner of choice for entrepreneurs, drawing on our specific knowledge of their
business and the energy market. Since its liberalisation, the energy market has become a dynamic
environment of supply and demand and competition. Ten years on, DELTA wants to take its
activities to the next level by being a utility partner for its customers. This cuts both ways. On the
one hand, we can help them define the best possible energy purchasing strategy, which goes
beyond ‘merely’ buying cheap electricity. On the other, we distinguish ourselves from the
competition through our commitment to long-term customer relationships and unique energy
products In line with our partnership thinking, the DELTA Advisory Board met for the third time at
Nyenrode Business University in Breukelen in 2014. During the meeting, presentations were given
by and for the benefit of our customers about strategic and innovative energy purchasing, coupled
with our new Profit-Sharing product. A perfect example of a joint undertaking.
15
Sustainability awareness
Sustainability was one of the other topics discussed at length during the DELTA Advisory Board
meeting. We consider it our social duty to continue to raise awareness of energy consumption. In
2014, DELTA Corporate offered green products based on biomass and wind, with the option to
select the origin (the Netherlands or otherwise), and hydro power.
With the Gemini project, DELTA is making a big leap in terms of renewable power generation. We
will, in fact, become the largest purchaser of offshore wind power. With a 600 MW capacity, Gemini
is around five times the size of the biggest wind farm currently operating in the Netherlands. Its
total output will be around 2.6 TWh a year, enough to supply 785,000 homes.
‘DELTA has provided its customers in Zeeland with a comfortable
home for nearly a century.’
We are also working with our business customers on a smaller scale. Examples include our
cooperation with Heineken to construct four wind turbines at its Zoeterwoude brewery, and with
Kloosterboer to build the first wind turbine on its site in Vlissingen Oost. Kloosterboer began
generating its own green power in early 2014. We have also teamed up with Tebodin to deliver
energy advice to industrial companies.
1.5.2 Energy and the retail market
DELTA has provided its customers in Zeeland with comfortable homes for nearly a century. The
majority of people in Zeeland are trusted customers of DELTA. At 3.3%, the switch rate in 2014
was far below the national average of 13.2%. Because we have become increasingly better at
winning customers back, our customer base remained virtually unchanged in 2014.
Gas and power margins were low, due in part to mild winter conditions, and consumption volumes
fell as a result of improved insulation and the construction of solar panels on homes and at
industrial premises. DELTA seeks to retain customers and generate additional margins by offering
value-added services, such as the Comfort Indicator (Comfort Wijzer) and Guaranteed Solar
(ZonGarant) programme.
In late 2013, we introduced a new billing system so as to comply with changes in the law for the
energy industry. In the first few months of 2014, the implementation of this new system adversely
affected service levels and customer experience. However, improved efforts during the year and a
personalised communications approach led to an increase in customer satisfaction by 0.1% by the
end of 2014 compared to 2013.
Scoring Together (Samen Scoren)
In 2014, DELTA launched its Scoring Together campaign, inviting sports clubs to encourage their
members to buy an All-in-1 package (including multimedia services from DELTA). In return, DELTA
helped the clubs become greener by, for example, fitting solar panels. This is a perfect example of
the synergy benefits offered by DELTA as a provider of multimedia products and services as well
as energy.
Smart Joint Savings (Samen slim besparen)
DELTA takes its role as an energy savings adviser seriously. During 2014, we offered a range of
different products and services to help consumers reduce their energy usage. Customers signing a
new energy contract received a discount when buying a smart thermostat at the same time. At
different times during the year, we offered solar panels under a Guaranteed Solar generation
contract. We also successfully sold and rented out central heating boilers.
16
The new frugality
People in Zeeland have a reputation for being thrifty. But is that really true? DELTA put the
question to a significant number of residents as part of an independent study. The answer? Up to a
certain extent. People are careful with the money they spend. However, this cautious attitude is
largely lacking when it comes to energy savings. For example, people in Zeeland tend to cling on
to their hot water boilers until they break down, instead of buying a more efficient and basically
cheaper one earlier. DELTA wrote about ‘the new frugality’ and smart products and services to
save on energy costs in its Energy Magazine. Packed with interesting did-you-knows about the
‘New Frugality' study and top saving tips, the magazine was sent to all our customers in November
2014. We also developed the New Frugality online game, which has been played by more than
12,500 people in Zeeland.
Energy saving is the way to go
Encouraging energy savings remains one of DELTA’s main goals on the consumer market. We will
continue to develop new products and services and improve existing ones. Another key objective is
to provide consumers with information. This why in 2014 we introduced our digital Energy
Newsletter, a monthly newsletter with tips and facts and figures about energy and energy saving.
We also set up the DELTA Home Advice online platform. Consumers can access the platform and,
based on their personal data, explore ways of saving energy and read up on the equipment or
devices they need to do so and the payback periods. They can also the platform to ask for a direct
quote or to purchase equipment. We are operating the platform together with other regional
companies, which is good for jobs. DELTA Home Advice went live in January 2015.
1.5.3 Multimedia
DELTA believes in the power of connecting. Instead of offering individual products and services
such as energy, Internet, telephony and television, DELTA wants to provides its customers with a
full-service solution. Our aim is to make daily life more comfortable. As consumers have an
increasing need for more convenience and ease, we again contacted our customers about whether
they would like to switch from buying three separate products (TV, Internet, telephony) to using an
all-in-one package. Of the 28,000 customers contacted, more than 9,000 accepted our offer. As a
result, we ended the year with more than 30,000 All-in-One customers, double the number
reported for the previous year.
Leisure
The leisure industry is important to DELTA. By defining a clearer focus, upscaling resources, and
streamlining processes, we made major progress within this industry in 2014. We asked a group of
customers and selected business partners to review our services. Co-creation leads to improved
customer services, which in turn support leisure companies in serving their guests. The
refurbishment and upgrade of our customer networks constituted a major improvement in 2014,
with 3,000 access points being improved and made suitable for fast wireless Internet. In 2013, we
had made similar improvements at holiday parks with static holiday lodges. In 2014, we added
static tents and caravans at campsites and caravan parks to our portfolio.
Healthcare
In 2014, DELTA strengthened its ties with the healthcare sector in terms of value-added services.
We successfully hosted a series of ‘Digital Local Cafes’ at different locations across Zeeland,
teaming up with libraries, so as to help senior citizens use a tablet and smartphone. Moreover, at
different locations, we tested mobile applications that could be the solution to some of the changes
and challenges in the healthcare sector. The results have been positive, so much so that a major
rollout has been scheduled across Zeeland for 2015. The growing use of outpatient systems and
greater freedom of choice in the healthcare sector are creating opportunities for DELTA to enter
into new partnerships and provide senior citizens in Zeeland with even more comfortable homes.
17
WifiSpots
In the summer of 2014, DELTA launched a WifiSpots pilot in the town of Vlissingen. WifiSpots
provides secure WiFi access to ZeelandNet customers who have a cable Internet subscription. For
customers using a cable modem with a built-in WiFi router, we not only transmit a WiFi signal for
the customer but also a second WiFi signal called DELTA WifiSpots. This allows customers to
access the Internet at more than 25,000 locations across Zeeland through DELTA’s reliable
network, while at the same timing saving on mobile data costs. Following the successful pilot in
Vlissingen, WifiSpots was rolled out from August. More than 100,000 customers now have access
to WifiSpots at more than 25,000 locations across Zeeland.
Rural locations
Throughout the Netherlands, there are homes and businesses that do not have a broadband
connection and hence cannot use the Internet. There are several such rural locations in Zeeland.
DELTA previously provided cable Internet access to a number of small towns with upwards of 20
connections. Compared with the national average, coverage in rural locations in Zeeland is very
good. That said, there are still a number of rural places with no Internet connection. This is due
mainly to expensive excavation costs and hence high connection costs. We have looked at a
number of wireless technologies for these locations, such as WiFi, satellite and wireless Docsis,
and have run pilots with the latter two. These showed that neither technology is reliable enough to
be used as an alternative in rural locations. Working with the provincial and municipal authorities,
providers and residents, we are continuing to explore ways to connect these places to our Internet
services.
Content and portals
ZeelandNet.nl remained highly popular in 2014. With 8,270,845 unique visits a year, each lasting
an average of 8 minutes, ZeelandNet.nl is the most frequented website in Zeeland. Popular pages
include the notice board, where 339,556 ads were placed in 2014, and the job vacancy section,
with 8,811 vacancies posted in 2014. In 2014, ZeelandNet.nl was again awarded the
telecommunications industry’s best and most popular website of the year.
Interactive services on the Zeeland Portal were expanded substantially, with the interactive TV
channel providing 22 apps by the end of 2014. DELTA also launched the Zeeland Live TV app,
which can be used to broadcast live events in Zeeland. Red carpet night at the Film by the Sea
festival and the arrival of Santa Claus were broadcast live in 2014. We also introduced DELTA
Church live, allowing services at three churches to be watched live.
Thirty-five channels were available through Second Screen by the end of 2014. DELTA also
supports FOX Sports GO. Since the spring of 2014, subscribers to this channel pack have been
able to watch football live on their laptops, tablets of smartphones.
Service level
In the autumn of 2014, as part of Zeelandnet.nl, DELTA launched its Service Forum, a platform at
which customers can ask and provide answers to questions about multimedia products and
services. The platform is run by ZeelandNet (a DELTA group company) and available 24/7. There
is also a FAQ section. ZeelandNet moderators respond to any unanswered questions during office
hours. By the end of 2014, the forum had more than 800 members and more than 500 questions
had been posted.
1.5.4 Energy generation
Alongside fossil fuels and renewable energy sources, DELTA uses nuclear power to produce
electricity. Around a third of its electricity is carbon neutral and generated by operating companies
under joint arrangements.
DELTA wants to be an entirely carbon neutral energy company by 2015. To achieve this aim, we
focus strongly on wind energy. In 2014, we signed a contract for the purchase of electricity and
green certificates from the Gemini offshore wind farm. This means that, with effect from 2016, we
18
will be the wind farm’s exclusive Dutch purchaser of wind power. As a result, renewable energy will
account for more than 40% of our production portfolio, with the remainder being comprised of
nuclear baseload production and efficient and flexible gas-fired production to compensate for the
irregular and unpredictable availability of wind power.
Working with other parties, DELTA operates the following power stations and wind farms:






Coal-fired power station (Borssele 12);
Nuclear power plant (Borssele 30);
Gas-fired power station (SloeCentrale);
Combined heat and power plants (including Elsta);
Biomass power station (BMC);
Wind farms.
Coal-fired power station
The arrangements initially made under the National Energy Agreement to close the 1980s coalfired power stations were held to be invalid in July 2014 on the grounds that they ran counter to the
Dutch Competition Act. The Dutch government is now considering introducing efficiency
requirements for coal-fired plants in the Activities Decree (Activiteitenbesluit) so as to meet the
targets of the National Energy Agreement. A minimum efficiency requirement of 38% is likely to
apply to coal-fired power stations from 2016.
On 31 December 2015, EPZ will stop burning coal at its power plant in Borssele. The plant will
subsequently be decommissioned and dismantled. This will be a major step towards a low carbon
energy supply system.
We are also exploring the possibilities for extending the useful life of the power plant's existing
infrastructure and converting it into a biomass and/or residual waste treatment plant (the waste
being supplied by local industrial companies) so as to get a bio-based economy off the ground.
EPZ obtained the necessary licences to operate a 100% biomass-fired power station in mid-2013.
Although the coal-fired power station did not generate a profit in 2014, the return for 2014 was
better than expected, driven mainly by lower coal input prices and operational cost savings.
Nuclear power plant
In February 2014, the Council of State declared the long-term operational permit for the Borssele
nuclear power plant to be irrevocable. On behalf of its shareholders DELTA and RWE, EPZ can
now continue to operate the plant until the end of 2033. As a condition for extending its operations
until 2033, the Borssele nuclear power must demonstrate that it is one of the 25% safest nuclear
power plants in the Western world. This is in line with a previous agreement between EPZ, its
shareholders, and the Dutch government. To achieve this, EPZ will implement a challenging and
sizeable investment programme in the coming years, as well as carrying out careful maintenance
and inspections. The programme also comprises necessary investments arising from various
international benchmarks and safety reviews, in which the nuclear power plant is compared with
international trends in terms of nuclear safety and protection from radiation.
When changing the fissile rods in June 2014, EPZ for the first time added mixed oxide (MOX)
nuclear fuel to the reactor alongside the regular fissile rods. Mixed oxide consists of a mix of
uranium and plutonium oxides. Plutonium is a residual product released when recycling used
nuclear fuel. Using plutonium will make EPZ less vulnerable to fluctuations in natural uranium
prices. It will also reduce the use of natural uranium ore at the nuclear facility. Moreover, EPZ will
no longer have to transfer its plutonium to third parties and so a by-product is put to useful use.
Gas-fired power stations
The Sloe gas-fired power station in Vlissingen-Oost and the ELSTA power plant in Hoek again
went through a difficult year due to unfavourable market conditions. The Sloe power station was up
and running for relatively long periods of time, but margins were modest. The ELSTA power station
operated continually to supply steam to Dow in Terneuzen. However, additional power generation
was minimal due to difficult market conditions.
19
Sloe power station
In 2014, DELTA submitted a bid as part of a Belgian tender to construct new power stations to
replace the country’s nuclear power plants, which will be phased out over time. The bid involved
one of the units at the Sloe power station. The new power stations were to be efficient gas-fired
power stations so as to meet the growing need for flexible power generation in Belgium. They
would receive a fixed fee in Belgium if they were connected to the Belgian grid and available for the
Belgian market. This would considerably improve the profitability of the Sloe power station. In its
bid, DELTA presented two options to directly connect to the Belgian grid. However, in the course of
2015, the Belgian government decided to withdraw the tender because it was found to be in
violation of EU competition rules.
Moerdijk biomass power station
The biomass power station in Moerdijk (BMC) again had a good year, despite a period of bird flu,
when supply of poultry litter was limited. It is the only power station on the European mainland to
convert poultry litter into green electricity. In 2017, the Environmental Quality of Electricity
Production (MEP) subsidy will come to an end. Since this will put pressure on profitability, DELTA
is exploring ways to ensure a second future for the power plant.
We have plans to extend the useful life of the BMC plant after 2017, but BMC will then have to
succeed in obtaining a subsidy under the SDE+ Extended Useful Live Scheme. However, one of
the requirements is that BMC will need to provide combined heat and power, but there is no
demand for heat locally. Supported by the ministry of Economic Affairs and the RVO, DELTA is
looking at other ways to ensure that BMC will be eligible for this subsidy even if it only supplies
power. If this works out well, BMC will be able to process poultry litter and supply renewable
electricity to the grid for another 12 years.
Wind farms
In 2014, DELTA was involved in developing various onshore wind farm projects. At least one of
these projects will be implemented in 2015.
The sale of the Kreekraksluis wind farm took up the best part of 2014 and will be completed in
2015. Although it prefers not to own any existing or future wind farms, DELTA does wish to
continue to sell the wind power generated.
DELTA’s fuel mix for energy generation in 2014
Fuel
Natural gas
Natural CoGen
Coal
Nuclear
Wind
Solar
Biomass
Total
GWh
1,916.2
642,0
1,604.4
2,711.4
420.0
2.4
241.1
7,537.5
%
25.42%
8.52%
21.29%
35.97%
5.57%
0.03%
3.20%
100.00%
1.5.5 Sustainable projects under the Borssele Agreement
In 2006, the Dutch ministry of Economic Affairs and the owners of the nuclear power station in
Borssele (DELTA and RWE/Essent) signed what is known as the Borssele Agreement, pursuant to
which permission was granted for the nuclear facility to remain open until 2034.
DELTA and RWE/Essent each agreed to invest at least EUR 125 million in new and innovative
projects to produce sustainable energy and reduce carbon emissions.
DELTA is committed to achieving these innovation and reduction goals and has devoted a great
deal of attention to performing the agreement.
20
The agreement consist of two parts:

the AIP part, under which DELTA is obliged to carry out Additional Innovative Projects
worth at least EUR 100 million in investments and has a reasonable efforts obligation to cut
its carbon emissions by at least 235 ktonnes/year.

an investment fund (SET fund) to support energy innovation start-ups, into which DELTA
and Essent must each pay EUR 25 million.
DELTA previously submitted a number of additional innovative projects to the external AIP
Committee for approval and qualification as AIP projects. The company was reluctant to disclose
the details of these projects because they involved competitively sensitive information. With DELTA
and Essent adjusting their share interests in EPZ, from 50/50 to 70/30, the same ratio has been
applied to their AIP project obligations. This means that DELTA’s target is now to invest EUR 140
million and to cut its carbon emissions by 329 ktonnes. Essent’s target is to invest EUR 60 million
and reduce emissions by 141 ktonnes.
In 2013, we decided to be more transparent about the projects submitted to and approved by the
AIP Committee. A number of these projects have since been implemented. Due to worsening
economic conditions, we have not been able to achieve all of the proposed projects. One of the
conditions set out in the agreement is that projects must be economically viable.
The AIP Committee has to date approved ten project proposals, four of which have actually been
carried out. Two projects fell through because the companies involved went bankrupt, and four
projects were based on insufficiently solid business cases.
Projects can be submitted to the AIP Committee until 2017.
Pyrolysis project
EPZ wind project
STBE project
Solar wafer project
Green gas
Wind farm
Solsilc
Kreekraksluis wind farm
Guaranteed Solar
Oosterschelde hydro
power
This project involves developing a pyrolysis plant which can co-fire far
greater quantities of biomass than the coal-fired power station.
The project involves constructing two large wind turbines at a coal
storage facility operated by OVET and owned by Zeeland Seaports.
The project involves developing and marketing a patent pursuant to which
glycerine (a biodiesel byproduct) is converted into STBE, a diesel
substitute that can be mixed with biodiesel.
The project involves devising an entirely new procedure to manufacture
wafers (the chip used in solar cells), including investments in large-scale
production (constructing and fitting out a production facility).
Green gas is one of the pillars of the government’s transition policy. The
aim is to replace 10% of natural gas with green gas by 2020, produced
from biomass fermentation and gasification. DELTA wants to make a
contribution by submitting two project proposals.
This is a pilot project to construct one or two very large turbines, to be
followed by a larger project involving eight or nine of these turbines on
other locations in Zeeland.
This is a pilot project, the first factory to produce this semi-finished
product for the solar cell industry from special raw materials in a new way.
This is a new wind farm located 8 km from the Woensdrecht airbase,
consisting of four sub-farms owned by DELTA, Eneco, Winvast, and
Scheldewind, respectively. The project will have a spin-off effect, in that it
improves the business case for potential wind farm projects near other
Dutch airfields.
This project involves leasing solar panel systems to consumers in
Zeeland, coupled with an Energy Management System and active
monitoring, so as to take all the hassle away from customers.
This is a pilot project in which three turbines will be fitted on to the tidal
barrier in the river Oosterschelde. The hydro power is generated by
horizontal (currents) and vertical (waves) movements.
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1.6 Grids, mains, and networks
On 1 January 2014, DELTA Netwerkbedrijf (DNWB) and DELTA Infra merged into DELTA
Netwerkgroep (DNWG). The organisational change had been prompted by the need to
achieve greater synergy benefits and to operate more efficiently. The new company went
full steam ahead surprisingly quickly. In 2014, several processes were adjusted to further
optimise the organisation. Proposed cost-saving targets were achieved as a result. In 2014,
much time and effort was devoted to aligning the different cultures at DNWB and DELTA
Infra. One of the measures taken by DNWG was to bring under one roof the organisational
units that needed to work closely together. DNWG also launched a Management
Development programme for all executive staff. 2014 proved to be a good year for DNWG all
around, both financially and in terms of safety and reliability of supply.
DNWG
Within the DELTA Group, DELTA Netwerkbedrijf (DNWB) occupies an independent position
conferred by law. As a grid operator, DNWB ensures the safe, reliable and efficient
operation of the gas and power grids. DNWB’s Supervisory Board is responsible for
supervising its operations.
Within DELTA Netwerkgroep, DELTA Infra is responsible for constructing and servicing the gas
and power grids, water mains and data networks. It also renders services to industrial
customers, including outside Zeeland.
Safety
Safety is and remains DNWG’s top priority. DNWG distinguishes between two types of safety.
Safety at work refers to the safety of staff when carrying out their duties Staff includes our own
employees but also those of third-party contractors. Process safety refers to the gas and power
grids and their impact on local residents and the environment. Process safety is firmly embedded in
the planning phase. By designing, constructing, operating and decommissioning the grids safely,
DNWG minimises existing and future risks to local residents and visitors as well as staff working
the grids.
Personal safety is ensured through training and education. DNWG seeks to provide a proactive
safety culture. Safety awareness at work is the key to achieving this. Amongst other things, DNWG
hosted a safety workshop about how to learn from incidents.
Reliability of supply
As in previous years, reliability of gas and power supply was good. The number of outage minutes
was well below our target and below the national average. Reliability of supply is all to do with the
quality of the grids and having an effective maintenance policy in place. Moreover, DNWG
operates an efficient emergency procedure that identifies any breakdowns or outages quickly,
enabling its service engineers to resolve any problems quickly, 24 hours a day.
Annual power outage times
2014
2013
DNWB
Achieved
16.5
17.6
DNWB
Target
21
21
National
20
23
Annual outage time (in minutes per connection) = average disruption time (in minutes) x disruption
frequency.
22
Annual gas outage times
2014
DNWB
Achieved
21 seconds
DNWB
Target
30 seconds
2013
18 seconds
30 seconds
National
3 minutes and
14 seconds
1 minute
and 1 second
Staff
Because of the age distribution of its service engineers, in particular, DNWG will see a relatively
large number of technical staff leave the company in the next few years. Teaming up with
InstallatieWerk Brabant-Zeeland (training company) and ROC Markiezaat College (regional training
centre) in Bergen op Zoom, DNWG has set up a combined work and training programme called the
DELTA Infra Vocational Training Course (DIVO). Technically talented students are trained to
become an electricity/COAX service engineer or a gas/water service engineer in a two-year
programme. The on-the-job-training programme allows the ‘old guard’ to pass on their knowledge
to the young engineers in the making. A milestone was reached when the first group of service
engineers completed the course in 2014. Eleven students got a job at DNWG as well as receiving
a certificate.
In addition to hiring new staff, DNWG invested substantially in its existing employees. Managerial
staff have a key role to play in achieving the company’s objectives and ensuring that their team
members are motivated and performing well. This is why DNWG launched a Management
Development programme. The MD programme focuses on culture, personal leadership, and
integrated management. It provides all managers with the same set of tools. An added benefit is
that they get to know each other in a different setting. The Management Development programme
consisted of five modules:
1.
Performance management
2.
Result-oriented arrangements and reviews
3.
Leadership
4.
Communication skills
5.
Team development
Smart meters
Since 2012, DELTA Netwerkbedrijf has been replacing old-style meters by smart meters. By the
end of 2014, more than 15% of Zeeland households had been fitted with a smart meter. This smallscale promotional project involved installing smart meters in new-built homes, major renovations,
and regular replacements.
Preparations are underway to offer smart meters on a large scale. This large-scale approach will
be launched in 2015. All households and small business customers in Zeeland will be provided
with smart meters by 2020.
Outlook
DNWG reported a solid performance in 2014. By investing smartly, joining forces with others where
possible, and keeping costs at an acceptable level, it is expected to continue to perform well in
future.
‘By investing smartly, joining forces with others where possible, and keeping costs at an acceptable
level, DNWG is expected to continue to perform well in future.’
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1.7 Waste management
With a 75% interest, DELTA is the largest shareholder in Indaver. Vlaamse Milieuholding
holds 16% of the shares, with a group of industrial shareholders owning the remaining 9%.
In 2014, DELTA set in motion the process of selling its share interest so as to allow Indaver
to grow its business. The sale is expected to be completed by the end of the second quarter
of 2015.
Indaver has a clear mission, strategy, and geographical focus. Its core activities and service
offerings are sharply defined and geared to a variety of industrial companies and local authorities,
its geographical focus also clearly delineated. Indaver is committed to sustainable waste
management, based on sustainable materials and energy management.
Core activities
Intelligent waste management systems and complex and innovative treatment plants are Indaver’s
core activities. The company processes industrial and hazardous waste, domestic and commercial
waste and organic waste, while consistently focusing on sustainable materials and energy
management. Indaver has been helping to build a circular economy for many years.
Quality, safety, sustainability, and cost efficiency Indaver has a clear policy. The company provides
high-quality, safe, sustainable and cost-efficient waste management solutions to industrial
companies and local authorities, specifically tailored to their needs. Indaver offers a flexible
solution for any type of waste, thanks to its wide range of waste processing facilities. Where
necessary, waste will be treated at third-party facilities, but under its directions.
Service concepts
Indaver pursues two strategic service concepts. In the industrial and hazardous waste segment,
the company seeks to be a leading European provider of Total Waste Management solutions for
major industries (chemical, life sciences, and metallurgical), providing environmentally safe thermal
processing at state-of-the-art treatment plants. If required, Indaver can provide full-service waste
management, from on-site collection to treatment through to administrative handling, so that its
customers can fully focus on their own business. In the domestic and commercial waste segment,
the company seeks to be the preferred partner of local authorities in Belgium, the Netherlands,
Ireland and other countries through its Public Waste Partnership concept, offering thermal
processing, energy recuperation, and high-quality recycling services.
Based on this strategy and approach, Indaver has developed into a European-wide company,
treating around 5 million tonnes of waste every year. In recent years, it has expanded its business
substantially through acquisitions, strategic partnerships, and new operations. Indaver is the
number two hazardous waste treatment company in Europe. All geographical units (Belgium, the
Netherlands, Ireland & the UK, and Germany) made a substantial contribution to the company’s
profit.
In 2014, the focus was on consolidation. New projects were implemented and improvements made
at various sites. This allows Indaver to deliver continuous, safe, cost-efficient and sustainable
services to its customers – local authorities and businesses – at state-of-the-art facilities.
Indaver is fully committed to conducting all of its business activities in a socially responsible way.
Ensuring the health and safety of its 1,685 employees and everyone else involved is its number
one priority. Indaver also seeks to minimise the environmental impact of its operations. These
pillars of Corporate Social Responsibility are also Indaver’s priorities. They have been embedded
in all of its operations and commercial decisions.
Indaver reports annually on its performance in terms of health, safety, quality, and transparency. Its
sustainability reports are available at its websites.
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1.8 DELTA and corporate social responsibility
DELTA is inextricably connected with Zeeland. It is connected by the pipes and cables that
supply gas, power and Internet access to local residents, but also because we are one of
the region’s major employers and because we take our responsibility to society seriously
by sponsoring projects and events. We want to be open about this too.
In 2014, we focused specifically on CSR policy and will continue to shape our policy and focal
points in 2015. We will discuss this process and the outcomes in more detail in our 2015 report.
At DELTA, CSR is reflected in three areas: energy transition, responsible operational management,
and a dedicated organisation based in Zeeland. This section looks at our CSR performance at
company level in 2014. The individual divisions are responsible for defining and achieving their
own CSR targets. Details of their CSR performance are given in the relevant sections.
We are aware that gains can still be made in the field of CSR. Our policy is modelled on the ISO
26000 guidance standard, which defines seven key principles of social responsibility:
accountability, transparency, ethical behaviour, respect for stakeholder interests, respect for the
rule of law, respect for international norms of behaviour, and respect for human rights.
Communication
DELTA has organised its communication channels in such a way as to allow its stakeholders to
engage with the company at any time. Its Communications and Public Affairs department publishes
information on key events, reports on the company’s financial performance, maintains contact with
stakeholders through the press and social media, and also face to face.
Socioeconomic impact
DELTA contributes EUR 600 million to Zeeland’s gross regional product through its head office and
consumer spending on the part of its employees. As such, DELTA is a key driver of employment in
the region and makes a substantial contribution to the regional economy.
‘We are aware that gains can still be made in the field of CSR.’
Responsible operational management
DELTA seeks to make responsible choices in conducting its business. These choices concern not
only procurement, energy usage, recycling, and car use, but also the way in which we deal with our
employees and issues such as safety, personal development, and absenteeism. For more
information, please refer to the section ‘DELTA and its employees’.
1.8.1 Carbon footprint
DELTA will start developing a CSR policy with measurable targets in 2015. As part of the policy,
we will also calculate and benchmark our carbon footprint.
1.8.2 Stakeholder engagement
At DELTA, we are happy to enter into a dialogue with anyone who is in any way involved with our
organisation and operations. Our customer service desk is still located at the company’s head
office in Middelburg. Customers can call our customer service team free of charge, but will also be
given an opportunity to visit the customer service desk at our head office.
We ensure that the company engages with all of its stakeholders and everyone’s interests are
considered when making policy choices. We are proud of, and have every intention of preserving,
our role and reputation in local communities in Zeeland.
25
This requires exercising due care when interacting with our stakeholders. We actively approach
stakeholders who are directly involved so as to consult them on particular issues. They must have
or represent a clear interest in those issues. We regularly explore new and important themes with
our stakeholders during regular or ad-hoc meetings. We try to act as proactively as possible by
attending regional sporting or cultural events and professional meetings that are linked to the
company’s areas of work or which are relevant to the region.
DELTA’s stakeholders include its customers (businesses and consumers), professional and trade
associations and networking organisations (energy, waste, grids, multimedia, general), the
authorities (local, national, EU), societal organisations, suppliers and business partners,
educational institutions, sports clubs, cultural and other organisations, regulators, financiers, and,
of course, our shareholders. Our employees are also a very important group of stakeholders, see
page 32.
Coal dialogue
In June 2010, EnergieNederland took the initiative to set up a ‘coal dialogue’ in order for energy
companies, mining companies, NGOs and trade unions to discuss what supply chain responsibility
should be about. The reason for this initiative were publications about Dutch energy companies
buying coal from mining companies in Colombia and South Africa that were allegedly involved in
serious human rights violations. DELTA is taking part in the coal dialogue, which continued in
2014.
‘We actively approach stakeholders who are directly involved
so as to consult them on particular issues .’
Smart DELTA Resources
In early 2013, DELTA was the driving force behind a manifesto to have its coal-fired power station
converted into a bioenergy power plant. On Tuesday 15 January 2013, the manifesto was signed
by prominent representatives of eight organisations in Zeeland, calling on politicians to subsidise
what was a unique sustainable project in the Netherlands. In early 2014, the manifesto was
followed up by the setting up of the Smart DELTA Resources platform, in which twelve companies
that make intensive use of energy and raw materials, including DELTA, joined forces
to strengthen industry in Zeeland. Between them, they account for around 25% of total gas
consumption in the Netherlands. This offers many opportunities for synergy and innovation. The
companies taking part in the Smart DELTA Resources platform are jointly exploring smart solutions
to address their current international competitive disadvantage and the loss of jobs resulting from
adverse energy and commodities conditions.
Customer focus
DELTA wants to know what is important to its customers and how they value our services. To gain
an insight into this, we perform qualitative and quantitative studies and surveys and receive
feedback from customers during regular contact times. Advisory boards were set up in 2013. In
2014, ZeelandNet.nl was awarded the telecommunication industry’s best and most popular website
of the year for the fourth year running. This time around, awards were also given in the energy
industry. DELTA landed the award for best website.
Government authorities
The energy industry operates on a strongly regulated market, with rules being imposed by both the
national and EU legislatures. Sustainability challenges and security of supply are high on the
political agenda. To properly define our position in these debates and to inform political and official
stakeholders, DELTA has a Public Affairs department. The department’s responsibilities are not
just national or European, but also regional in nature. DELTA maintains close contact with political
and official stakeholders in Zeeland, and carries out various projects in collaboration with local
authorities.
26
Society
DELTA engaged in various dialogues with its stakeholders in 2014. DELTA is also involved with
the ‘Celebrate Life' foundation, which helps elderly people to get out and about.
Knowledge
DELTA is taking part in discussions hosted by the Zeeland Scientific Council (WRZ) about the
knowledge infrastructure in Zeeland as a driver of innovation and regional economic growth. A new
batch of service engineers completed DELTA Infra’s professional training course (DIVO), set up in
partnership with InstallatieWerk Brabant-Zeeland (training company) and Markiezaat College
(regional training centre) in Bergen op Zoom in 2012.
Shareholders
Similar to 2013, DELTA’s future was the most important topic of discussion in 2014. Three options
were discussed: to continue as an independent business or to engage in a merger or takeover. It
was ultimately decided, on the basis of these talks, that DELTA would continue as an independent
business, but we will keep an open mind on any alternatives that may benefit the company.
1.8.3 Donations and sponsorships
DELTA is closely involved with keeping local communities in Zeeland liveable. This is not just
because we are an employer, but because we consider this to be our social responsibility. One of
the ways in which we make a contribution to society is by funding the DELTA Zeeland Fund. In
2014, a number of new initiatives were funded, ranging from arts, nature, sports to healthcare.
The fund selected 96 applications which it expects will make a long-term contribution to local
communities, paying out a total of EUR 302,950. The fund seeks to allocate its funds
proportionately, but there are not enough applications in some categories. It should perhaps be
added that it is not DELTA that decides where the money should go. The fund has a board
consisting of seven members, with only the vice chairman being a DELTA employee. The other six
board members come from all parts of Zeeland and are experts in at least one of four main areas.
Amounts in euros
Arts & Culture
Nature & Environment
Sports & Leisure
Healthcare & Wellness
Total
2014
98,800
24,000
93,150
87,000
302,950
2013
132,850
11,500
99,500
76,250
320,100
2012
133,000
32,500
139,576
93,250
398,326
2011
131,500
43,500
120,000
87,200
382,200
Sponsorships
DELTA sponsored three major events in Zeeland in 2014. It was one of the main sponsors of the
Concert at Sea and one of the sponsors of the Ride Before the Roses. The national Ride for the
Roses bike ride started and finished in Goes this year. It is not just DELTA, but the whole of
Zeeland that embraces this event. We therefore decided to also host a Ride Before the Roses.
One of the aims of sponsoring these events is to showcase the essential services, such as power
and water, that we can supply to events of this size.
‘The ultimate aim is to strengthen our ties with Zeeland.’’
At the Concert at Sea, DELTA supplied water, power and Internet facilities and cleaned up the
venue after the event. The 2014 Ride for the Roses generated no less than EUR 1,176,336.05.
That is including the proceeds from the DELTA Ride Before the Roses. In addition, we support
annual activities that focus on two specific groups: vulnerable elderly people and young people with
a disability.
We review our sponsorship policy once every three years. In 2014, we started on a review of our
current policy and brainstormed about any changes we might want to make. The ultimate aim is to
strengthen our ties with Zeeland and show how we can add value to the region.
27
1.9 DELTA and its employees
DELTA and Zeeland are inextricably linked. People in Zeeland buy our products and
services, and we are one of the largest employers in the region. We provide a safe and
pleasant working environment for our employees, as well as many career opportunities.
1.9.1 Number of employees
At 31 December 2014, DELTA (including its subsidiaries) employed a total of 3,349 staff (FTEs). Of
this total, 1,270 were employed by its divisions in Goes, Middelburg, and Vlissingen.
Number of FTEs (including subsidiaries)
2014
2013
3,349
3,394
2012
2,954
2011
2,975
Key staff figures for EPZ and Indaver are not included in this report. Both subsidiaries publish their
own reports.
‘DELTA will continue to critically review its policy on
having staff on loan from third parties.’
In DELTA’s divisions in Zeeland, 74% of the workforce are men. This is mainly because of the
large proportion of technical staff. This percentage is reflected in management positions. The
average age rose slightly to 45.3 in 2014 compared to 2013. With the exception of several board
members and heads of department, all our staff fall within the scope of the collective agreement for
production and supply companies.
1.9.2 Inflow/outflow
The number of employees in our divisions in Zeeland fell last year, due in part to the restructuring
of the divisions and staff at the holding company. In 2014, 84 employees left the company and we
welcomed 72 new staff, 15 of whom are on work experience placements and 11 are newly
recruited service engineers who completed our DIVO training programme. We will continue to
critically review our policy on having staff on loan from third parties. We want to provide more
career advancement opportunities for our own employees so as to develop and make more use of
their potential. They are also more likely to stay on if they can move up through the organisation.
Not only will they have more opportunities, but we will also save on costs because we will need
fewer expensive hired-in staff.
Because a considerable number of employees are approaching retirement, a relatively large group
of colleagues will be leaving the company in the coming years. About 20% of staff will retire over
the next five years. Teaming up with InstallatieWerk Brabant-Zeeland (training company) and
Markiezaat College (regional training centre) in Bergen op Zoom, DELTA Netwerkgroep has set up
a combined work and training programme to recruit and train young service engineers. Eleven new
service engineers completed the programme and were subsequently hired by DELTA in 2014.
There are also close contacts with other schools. DELTA organises annual introduction meetings
for potential trainees. We also take responsibility by offering work experience placements to people
at a distance from the job market. DELTA is also a member of the Employment Market and
Training Committee of the Brabant-Zeeland Employers’ Association.
1.9.3 Key HR objectives
28
The holding company defines DELTA’s HR policy. Policy implementation has been entrusted to the
individual divisions. Each division has its own HR manager, who reports to the divisional director.
In 2013, HR policy focused mainly on internal mobility. In 2014, we set ourselves the challenge of
improving the quality of our operations so as to become a more flexible and more professional
business that is ready for the future. We defined three key HR objectives for 2014.
Mobility & Strategic HR Planning
At DELTA, we believe that strategic HR planning is one of the most important ways to achieve our
strategy and offer our staff a suitably challenging working environment. It allows us to assess the
feasibility of operational choices by analysing which employees will be needed at a particular
location at a particular time relative to current capacity. This way, we can take timely action to
address any discrepancies.
Internal mobility remains important in order to ensure DELTA’s future. Development opportunities
motivate our staff and enhance their dedication and employability. We therefore prefer promoting
our own (redundant) staff to higher positions, even if they do not initially meet all the job
requirements, and giving them priority in the event of any vacancies, rather than recruiting external
personnel. This policy covers the entire organisation, including the group companies in which
DELTA owns a majority interest. Arrangements have been made with Indaver and EPZ to share
job vacancies and relocate redundant employees.
Personal leadership & culture
Personal leadership and culture constitute the link between business targets and personal targets.
They are, in fact, one of the critical success factors for achieving DELTA’s strategic goals.
Personal leadership means that everyone within the organisation (across all levels) takes
responsibility for the value they add to the company. The key indicators are flexibility and
employability.
The team managers play an important role in promoting personal leadership. Working with their
team members and based on a dialogue, they are the ones that translate the company’s strategy
and objectives into straightforward individual targets and behaviour. The team managers are
provided with a range of tools to achieve this. Through tailored management development
programmes, DELTA ensures that its managers develop appropriate skills to be able to
successfully perform these tasks.
‘DELTA wants its employees to remain
employable in the long term.’
Long-term employability & performance management
We expect all of our employees to contribute to achieving DELTA’s strategy by adding value. The
value they add varies from one position to another. This is why the company’s targets are
converted into individual operational targets. The performance appraisal system is one of the tools
used to guide this process.
Aside from the company’s interests, it is also important that the appraisal cycle considers the
employees' individual targets. DELTA wants its employees to remain employable in the long term
and to have the flexibility and skills to be able to move with market dynamics. To us, long-term
employability means that our employees remain fit, motivated and skilled, regardless of their age or
life phase, whether they are employed by us or others. That is why we promote employability,
motivation and aspirations, as well as skills development.
29
Not everyone is able to respond to changes or keep up with the pace of changes. Employees may
lack the knowledge, skills and/or required attitude or mindset. In these situations, in particular, the
team manager should recognise the problem in a timely fashion and discuss it with the employee
so as to find a solution and agree on improvements together. DELTA uses the potential appraisal
method as a tool to measure the performance and potential of its employees and identify any
necessary follow-on actions.
1.9.4 Employee satisfaction
In 2014, as in 2012, an employee satisfaction survey was conducted among DELTA employees
based in Middelburg, Goes, and Vlissingen. The aim of the survey was to establish whether the
measures implemented on the basis of the previous survey had actually led to improvements. The
scores were the same on some subjects, but lower on others.
The survey also provided an insight into the ‘mental well-being’ of our staff. It included questions
such as ‘how satisfied and dedicated are the employees?’ and ‘how many employees suffer from
stress or, worse, run the risk of a burnout?’ 73% of our employees took part in the survey
(anonymously). That is up 10% on 2012.
‘Safety comes first. Safety awareness improved further in 2014.’
The main survey findings were:

Employees were as much involved with the organisation in 2014 as in 2012 (64%). That is
a higher percentage than the national average (59%).

Employee satisfaction fell slightly from 86% in 2012 to 82% in 2014.

Employees’ sense of social safety remained the same (score of 7.2).

Employee dedication was dampened due to unclear task definitions, but encouraged by
development opportunities and variation of work.

The likelihood of a burnout increased due to unclear task definitions and emotional stress,
but decreased as development opportunities were provided.

Generational variations were identified in terms of employability and dedication.
Common thread
Based on the 2014 survey findings, we defined three themes to be worked out in greater detail:
1.
Grip on working environment and stress
2.
Perspective; and
3.
Generational diversity.
Follow-up process
DELTA’s divisional directors and heads of department have been instructed to actively use the
survey findings. They will select a top three areas of improvement for each division/department,
coupled with improvement actions. Progress will be monitored on a quarterly basis by a special
working group comprised of representatives of, amongst other things, the Central Works Council
and the HR department.
30
1.9.5 Safety
At DELTA, we put safety first. Safety is not only an important issue for our grid and production
operations, but it is also highlighted within the office organisation. Examples include mandatory
workplace inspections and annual safety drills.
Because we expect our managers to lead by example, we have made their variable pay conditional
on their making a contribution to a safer organisation.
The HSE portal shows that the number of lessons learned continued to increase in 2014. At the
same time, the number of incidents with injuries fell. We therefore conclude that safety awareness
in the divisions improved further in 2014. All the divisions achieved their safety targets in 2014.
Number of safety incidents reported by the E&M, DNWG, and staff divisions
2014
2013
2012
Number of injuries with
6
5
7
absenteeism
Number of injuries without
5
9
16
absenteeism
TOTAL
11
14
23
Other lessons learned
467
435
238
2011
9
14
23
90
1.9.6 Social safety
In 2012, DELTA introduced a code of conduct laying down the standards and values applicable
across the company. Counsellors were appointed to enhance employees’ sense of social safety. In
2014, they received 34 reports relating to social safety.
1.9.7 Sickness absence
Sickness absence at the Zeeland-based divisions rose from 4.1% in 2013 to 4.6% in 2014. That is
in excess of the 4.5% target rate and a reason for DELTA to pay extra attention to long-term
employability and health management. In 2014, we ran a pilot to reduce frequent absenteeism. A
companywide programme was launched, with team managers speaking with staff who had been
on sick leave more than three times a year. These interviews zoomed in on the causes of
absenteeism. The pilot proved successful and led to a reduction in frequent spells of short-term
absence.
However, long-term absenteeism rose in 2014. To curb long-term absenteeism, we developed a
long-term employability plan in 2014. It provides for measures in the areas of physical health,
mental health, and ‘career-long fitness’. These will be worked out in greater detail in 2015.
Sickness absence
2014
4.6%
2013
4.1%
2012
4.1%
2011
4.2%
Target
4.5%
31
1.10 DELTA and corporate governance
Sound business practices, integrity, respect, supervision, transparent reporting and other
forms of accountability are the cornerstones of DELTA’s corporate governance policy. We
are in compliance with the Dutch Corporate Governance Code, which applies to listed
companies in the Netherlands. We have adopted the Code’s best-practice provisions in so
far as they apply to us.
Corporate governance structure
DELTA N.V. is a company with a two-tier board as referred to in Section 2:154 of the Dutch Civil
Code (DCC). The involvement of the General Meeting of Shareholders (GMS) and the Supervisory
Board with the company’s operations is reflected in its articles of association and various sets of
regulations. These are available at www.DELTA.nl/RvC. They also identify the situations in which
the Executive Board requires the approval of either the Supervisory Board or the GMS for
proposed board resolutions relating to DELTA and corporate governance,
investments and/or takeovers or the sale of all or any part of the company. If the amount involved
exceeds EUR 5 million, the proposed resolution requires approval from the Supervisory Board. If
the proposal involves an investment in excess of EUR 55 million, it requires the prior approval of
the shareholders.
Articles of
Association
Shareholders
-
Supervisory Board
-
Executive Board
Divisions
Supervisory Board
Regulations
Audit, Risk & Compliance
Committee
Remuneration & Nomination
Committee
-
Executive Board Regulations
Group governance framework
-
Divisional governance
framework
DELTA Code of Conduct
-
Independent Auditors
Executive Board
The powers and responsibilities of the Executive Board are defined in the Executive Board
Regulations. These provide for a division of duties among the Executive Board members, define
internal powers of attorney, lay down decision-making procedures, and contain rules that are
consistent with the Dutch Corporate Code, including rules dealing with conflicts of interest involving
Executive Board members.
32
DELTA endorses the rules on a balanced composition of the Executive Board as referred to in
Section 391.7, Title 9, Book 2 of the Dutch Civil Code, as introduced on 1 January 2013. These
guidelines are considered as and when necessary.
Supervisory Board
DELTA’s Supervisory Board oversees the company’s overall performance, including compliance
with its policies, the results achieved by the Executive Board, the company’s financial position and
risk profile, and its financial reporting. The Supervisory Board also acts as a sparring partner for the
Executive Board. In order for the Supervisory Board to properly fulfil its role, its profile should be
consistent with that of the company. The profile drawn up by the Supervisory Board in the course
of 2010 describes the capabilities required of its members, having regard to the extended powers
of nomination vested in the Central Works Council.
The Supervisory Board is also in compliance with the Code in terms of its membership composition
(independence, age diversity, background, and expertise), although gender diversity remains a
concern. The Supervisory Board’s powers and duties and internal decision-making and the role of
its chair are set out in the Supervisory Board Regulations. These also provide for matters such as
periodic reviews of the Supervisory Board’s own performance, in accordance with the Code.
Audit, Risk & Compliance Committee
One of the duties of the Audit, Risk & Compliance Committee, in addition to financial and tax
matters, is to monitor the risks that the company wishes to take. Risk management and risk policy
are regular items on the agendas of both the Audit, Risk & Compliance Committee and the
Supervisory Board’s plenary meetings.
Shareholders
The role of DELTA’s shareholders and the powers of the General Meeting of Shareholders are set
out in the company’s Articles of Association. DELTA’s shareholders are committed and dedicated,
in part because they are public sector entities (all being municipalities or provincial authorities).
Owing to the wide-ranging powers entrusted to the GMS under the Articles of Association, the way
in which the shareholders exercise their voting rights has a significant influence on the company’s
policies and operations.
Two formal and three informal general meetings were held during the year.
Works Council
Amidst the Articles of Association, board regulations and similar arrangements, the relationship
between DELTA N.V. and its Works Council and Central Works Council should not go
unmentioned. It is a relationship built on mutual respect, as reflected in standing consultations
between the Executive Board and (Central) Works Council.
At divisional level, standing consultations are held with the divisional works councils.
Compliance
DELTA operates a ‘whistleblower scheme’, adopted by the Supervisory Board, which, in addition to
the compliance officer’s activities, enables employees to raise concerns about malpractice with the
Executive Board and/or a counsellor without running the risk of reprisals. If preferred, reports can
be made to an external party.
‘DELTA’s shareholders are committed and dedicated, in part
because they are public sector entities (all being municipalities or
provincial authorities).’
33
1.10.1 The members of the Executive Board
In 2014, the Executive Board of DELTA N.V. comprised Arnoud Kamerbeek (CEO) and Frank
Verhagen (CFO).
Arnoud Kamerbeek
(1973), CEO
Nationality: Dutch
First appointed: 16 January 2014
Frank Verhagen
(1961), CFO
Nationality: Dutch
First appointed: 1 February 2009,
reappointed for four years until 1 February
2017
Other board memberships:
 Advisory Board member of ADRZ
hospitals
 Board member of employers’
assocation WENb
 Advisory Board member of HZ
University of Applied Sciences
 Audit Committee member at ADRZ
 Audit Committee member at HZ
University of Applied Sciences
34
1.10.2 Report of the Supervisory Board
The Supervisory Board is pleased to report on its activities undertaken in 2014, and the way in
which it has performed its supervisory and advisory duties.
Membership composition
In 2014, the Supervisory Board comprised:
Mr C. Maas (since 16 May 2014, appointed chairman on 26 September);
Mr D. van Doorn (chairman until 26 September 2014); Mr J. Bout;
Mr B.P.T. de Wit (secretary);
Ms A.M.H. Schöningh (vice chairman);
Mr J.G. van der Werf (until 1 May 2014).
Cees Maas was newly appointed to the Supervisory Board on 16 May 2014. Daan van Doorn
stepped down as Supervisory Board chairman on 26 September 2014. He made a huge
contribution to the company. In the turbulent times that followed Peter Boerma’s retirement as CEO
and the scrapping of plans to build a second nuclear power station, Mr Van Doorn performed his
supervisory tasks with vigour. We have accepted his decision to step down with respect and regret.
Mr Maas was appointed to succeed Mr Van Doorn as Supervisory Board chairman on 26
September.
Division of duties within the Supervisory Board and its committees
It is Supervisory Board policy that all matters should preferably be discussed at its plenary
meetings. From this perspective of collective responsibility, we believe that there is no place for
numerous committees consisting of Supervisory Board members entrusted with primary
responsibility for individual areas of work. In line with the Dutch Corporate Governance Code, we
have made an exception for the Audit, Risk & Compliance Committee and the Remuneration &
Nomination Committee.
Meetings and other activities of the Supervisory Board
In 2014, the Supervisory Board met nine times, with the Executive Board attending. The matters
discussed included:

Financial matters, including the quarterly reports and financial statements, and the
company’s business plan and operational and financial goals.

DELTA’s business strategy and related strategic issues, such as acquisitions and
investments and disposals;

The main risks arising from the policies implemented;

Risk management;

Dividend policy;

Investment policy and key investments and disposals;

Finance policy;

Tax issues;

Corporate governance.
The Supervisory Board held extensive consultations with the Executive Board about the company's
business strategy, in much the same way as it discussed strategy with the shareholders. It
attended the meetings between the Executive Board and the shareholders’ committee to go over
the various options which the shareholders previously submitted to the Supervisory Board and
Executive Board.
The Supervisory Board also concerned itself at great length with the proposed decisions to sell
DELTA’s sizeable share interests in, for example, the Kreekraksluis wind farm and Indaver N.V.
During the year, the Supervisory Board was periodically informed by the Executive Board and the
board of EPZ about the situation at EPZ and the safety and other operational aspects of its nuclear
power plant in Borssele.
35
The Supervisory Board also convened several times without the Executive Board attending. The
main issues discussed included:

The appointment of Mr Kamerbeek as the new CEO;

Mr Van Doorn’s resignation as chairman of the Supervisory Board. The Supervisory Board
appointed Mr Cees Maas as its new chairman;

The review of the Executive Board;

The recommendation to appoint the independent auditors;

The formation of the Remuneration & Nomination Committee and appointment of Ms
Marieke Schöning as its chair.
The Supervisory Board also convened to review its own performance, without the Executive Board
attending, discussing matters such as its main duties and responsibilities (oversight and advice)
and cultural and behavioural aspects.
Audit, Risk & Compliance Committee
During the year, the Audit Committee’s mandate was expanded to include Risk & Compliance.
Comprised of two members, Mr Bout (chairman) and Mr Maas, the ARCC met four times during the
year. The issues discussed included the management letter, group plan, quarterly reports, halfyear report, financial statements, financial returns on projects and investments, risk management,
IFRSs, tax issues, definition and details of financial functions, and several other proposals to invest
or divest. The meetings were attended by the members of the Executive Board, the Group Internal
Control Manager, and the independent auditors. The ARCC also spoke with the independent
auditors, without the Executive Board attending.
Remuneration & Nomination Committee
Comprised of Ms Schöningh (chair) and Mr Maas, the Remuneration & Nomination Committee met
twice during the year. On the Committee’s proposal, the General Meeting of Shareholders was
asked to provide a candidate to fill the vacancy on the Supervisory Board that had arisen with the
departure of Mr Van Doorn. The Governance Committee of the General Meeting of Shareholders
issued its recommendation in November 2014.
Executive Board membership composition
In 2014, the Executive Board comprised Mr A. Kamerbeek (CEO) and Mr F. Verhagen (CFO).
Executive Board remuneration
The remuneration policy for Executive Board members was adopted by the General Meeting of
Shareholders, in line with the Supervisory Board’s proposal. The policy’s guiding principle is that
DELTA should be able to offer a pay package that allows the right people to be recruited and
retained by the company. The Supervisory Board determines the remuneration of Executive Board
members annually, within the limits set by this policy.
Financial statements
The Supervisory Board has reviewed and approved the annual report, financial statements, and
notes for the 2014 financial year, as submitted by the Executive Board. The Executive Board
prepared the financial statements 2014 on that basis, and the Supervisory Board recommends
their unqualified adoption by the General Meeting of Shareholders. The dividend proposal,
submitted for approval to the General Meeting of Shareholders, involved a pay-out of EUR 15
million, to be funded from the profit and the other reserves.
On behalf of DELTA N.V.’s Supervisory Board,
C. Maas
Chairman
36
37
The members of the Supervisory Board
Cees Maas (1947)
Nationality: Dutch
First appointed: 16 May 2014, appointed chairman on 26 September
Current term: until 15 May 2018
Profession/main position: Former CFO of ING Group N.V.
Other board memberships: Senior adviser to Cerberus Global Investment Advisors, LLC;
Supervisory Board vice chairman of BAWAG P.S.K; non-executive director of HAYA Real Estate
S.L.U.; Supervisory Board vice chairman of BCD Holding N.V.; Supervisory Board vice chairman of
Stadion Feijenoord N.V.; Board member of Stichting Preferente Aandelen DSM; Board member of
Stichting Administratiekantoor Hoofdplaat; Advisory Board member of Erasmus University Hospital;
and chairman of the Nationaal Fonds 4 en 5 mei.
Jan Bout (1946)
Nationality: Dutch
First appointed: 1 January 2011
Current term: until 12 December 2018
Profession/main position: former Executive Board chairman of Royal Haskoning
Other board memberships: Supervisory Board member of Ballast-Nedam N.V.; Supervisory Board
chairman of Brunel International N.V., and Audit Committee chairman; Supervisory Board member
of Royal Haskoning DHV Groep B.V.
and Audit Committee chairman; co-founder of Bout & Co strategic consultants; chairman of the
Advisory Council on sustainable healthcare at Nijmegen University Hospital.
Peter de Wit (1949)
Nationality: Dutch
First appointed: 1 January 2011
Current term: until 12 December 2018
Profession/main position: former CEO of Shell Netherlands B.V.
Other board memberships: non-executive board director of Caithness Petroleum, London; advisory
council member of Energy Delta Gas Research (EDGaR); Board Director of GlassPoint Solar Inc.,
California; adviser to the Mozambique government; chairman of the FreFlyers Multi Sports Club,
London.
Marieke Schöningh (1963)
Nationality: Dutch
First appointed: 17 May 2013
Current term: until 16 May 2017
Profession/main position: Global Vice President of M&S - DSM Sinochem Pharmaceuticals
38
Remuneration
On the basis of the Average Household Consumer Price Index (CPI) for 2013, the remuneration of
the members of the Supervisory Board was increased by 2.51%.
The following amounts were paid in 2014:
Cees Maas (Supervisory Board member since 16-05-2014, chairman since 26-09-2014, Audit, Risk
& Compliance Committee member since 1-10-2014, Remuneration & Nomination Committee
member): EUR 20,925
Jan Bout (Supervisory Board member and Audit, Risk & Compliance Committee chairman):
EUR 32,400
Peter de Wit (Supervisory Board member, secretary to the Supervisory Board, Audit, Risk &
Compliance Committee member until 1-10-2014):
EUR 31,050
Marieke Schöningh (Supervisory Board vice chairman, Remuneration & Nomination Committee
chairman since 1-10-2014):
EUR 27,810
Daan van Doorn (Supervisory Board chairman until 26-09-2014):
EUR 32,400
Johan van der Werf (Supervisory Board member until 1-5-2014):
EUR 10,100
1.10.3 Report of the Works Council
On 20, 21 and 22 May 2014, early elections were called for the Works Councils in the Energy &
MultiMedia division, DELTA Netwerkgroep, and the holding company. The elections had been
necessitated by the Redesign restructuring in 2013, which led to considerable changes being made
in the structure and staffing of several divisions. Because there were more candidates than seats
on the Works Council of DELTA Netwerkgroep, this was the only entity where elections were
actually held.
At DELTA, workers’ participation is organised as follows:
European Works Council
Works Council
Energy & MultiMedia
Central Works Council
(COR)
Works Council
DNWG
Works Council EPZ
Works Council Staf
39
Central Works Council
Composition of the Central Works Council after the elections on 28 May 2014
Executive Committee:
Bram Nonnekes
chairman
Bart van Houte
vice chairman
Harrie Martens
secretary
Huub Knoors
vice secretary
Other members:
Stephan de Beer
Leen Boer
Jack van Bruggen
Martijn Hofman
Peter Maljers
Theo Nieuwburg
Jan Scheele
Hans van Stel
E&M
E&M
DNWG
EPZ
E&M
DNWG
EPZ
DNWG
EPZ
DNWG
E&M
Group Staff
Formal secretary:
Joop Janse
Communications assistant:
Gerard Schuur
In 2014, the Central Works Council convened eight times and held eight formal meetings with the
Executive Board and the HR director in 2014.
The individual Works Councils each convened six times and held six meetings with their board.
They discussed issues relating to their own division. The Central Works Council mainly discussed
cross-divisional matters and issues that impacted the company as a whole. The Works Council
support scheme provides how many hours employees are exempt from work to carry out their
duties as works council members.
The main issues discussed were:

Advice on the appointment of a new CEO

Advice on the sale of the Kreekraksluis wind farm

Strategy discussions with the shareholders

Explore future scenarios for DELTA N.V.

Changes to workers’ participation agreement

Consent to changes in Employee Data Privacy regulations

Consent to changes in regulations on Workwear and Personal Protective Gear

Corporate culture initiative

Consent to HSSE manager position
Composition of the European Works Council in 2014
Employee representatives:
Stephan de Beer
DELTA N.V.
Netherlands
Huub Knoors
DELTA N.V.
Netherlands
Bram Nonnekes
DELTA N.V.
Netherlands
Leen Boer
DELTA N.V.
Netherlands
Karin Aspeslagh
Indaver
Netherlands
Kristof Colman
Indaver
Belgium
Guy Smits
Indaver
Belgium (secretary)
Rainer Martens
Indaver Deutschland Germany
Rudi Wachtel
Indaver Deutschland Germany
40
Employer representatives:
Arnoud Kamerbeek
CEO of DELTA N.V. (chairman)
Paul de Bruycker
CEO of Indaver
Michel van Neutigem DELTA N.V.’s HR Director
Karin Smet
Indaver’s Group HR Manager
André van Os
DELTA N.V.’s secretary
Main issues discussed:

Proposed sale of Indaver

Progress on budget 2014

Operational Plan 2015-2017

Long-term employability
41
1.11 Opportunities and risks
DELTA wants to seize market opportunities while at the same time minimising risks. To
achieve this, we have an intelligent risk management system in place, which we ensure is
applied and complied with across the company. The system factors in the specific features
of the markets in which the individual divisions operate and which are consolidated at
company level. Responsibility lies primarily with the divisions, whose staff and
management are responsible for properly performing risk management and internal control
activities. The Executive Board has ultimate responsibility for risk management at DELTA.
DELTA’s internal control framework
To help the divisions perform these responsibilities, the Group Internal Control department has
developed and implemented the DELTA Internal Control Framework (DICF), based on the COSO
ERM model.
As part of the framework, divisional management and the heads of department prepare a
Management in Control Statement (MiCS) once every six months. The MiCS is substantiated by
validating (i.e. establishing the effectiveness of) key controls. These controls are identified during
annual Strategic Risk Assessments and multiple Process Risk Assessments. The divisional
directors discuss any developments likely to impact risk levels with the Executive Board at least
twice a year.
Group Internal Control monitors compliance with the internal control framework, which has been
designed to ensure that:

DELTA is notified in a timely fashion as to when strategic, operational and financial targets
have been achieved;

financial reporting is reliable;

DELTA operates in accordance with applicable laws and regulations;

the company’s property and assets are protected;

DELTA has a clear understanding of its obligations;

the company’s processes are effective and efficient.
Management in Control Statements
Management submitted two Management in Control Statements to the Executive Board for 2014.
In these statements, they confirmed that they were ‘in control’ in 2014. These statements were the
basis for the Executive Board’s In Control Statement as included in this annual report.
Internal audits
Risk control at divisional level and various other processes are subject to regular audits by the
independent Internal Audit department. Internal Audit looks at the quality assurance system and
the risk management, control and compliance procedures.
Independent auditors
When auditing the financial statements, the independent auditors investigate the design, existence
and effectiveness of the company’s internal controls on financial reporting. The audit findings and
recommendations are set out in an annual Management Letter and reported to the Executive
Board, Audit, Risk & Compliance Committee, and Supervisory Board. The Management Letter may
lead to controls being tightened further.
Supervisory Board
DELTA’s Executive Board reports on, and accounts for, the design and operational effectiveness of
the internal risk control system to the Audit, Risk & Compliance Committee and the Supervisory
Board. External parties, including the Consumer & Markets Authority, monitor compliance with
applicable laws and regulations.
42
Risks and controls in 2014
Ensuring security of supply, waste treatment, and providing access to the Internet are essential to
society. DELTA is also a major employer in Zeeland and an important economic partner to the
public and private sector. DELTA identifies any risks that may threaten the provision of these
services and seeks to mitigate such risks where appropriate and economically feasible.
DELTA is involved in international gas and electricity trading. Prices on these international markets
fluctuate strongly. DELTA uses financial instruments to mitigate commodity, foreign exchange,
interest rate, liquidity and credit risks, subject to the requirements set out in its Risk Policy
Document and Treasury Charter.
Under the auspices of the Executive Board, the E&M division’s Risk Management Committee has
put in place general procedures and limits and is responsible for ensuring that DELTA’s energy
trading and sales activities remain within the defined risk margins.
The following paragraphs describe the different types of risk and the way in which DELTA
manages the related exposures.
Commodity price risk
Market risks arise from price movements in the markets where DELTA buys and sells (gas,
electricity, coal, oil, emission allowances, currencies, transmission capacity, imports/exports
capacity, etc.). It is DELTA’s policy to mitigate the impact of price movements in the short term and
track prevailing market prices in the long term. For systematic risk control purposes, asset
allocations and positions are determined on the basis of expected price developments. These
positions are monitored on a daily basis. Trading risks are mitigated by strictly enforcing a system
of limits.
Value-at-Risk
DELTA uses the Value-at-Risk (VaR) method to calculate and assess market risks on its
commodity markets. This method involves using various assumptions regarding possible changes
in market conditions. VaR identifies the maximum portfolio losses likely to be incurred as a result of
price changes over a three-day period with a confidence level of 95% (i.e. in 5% of cases the
portfolio losses may exceed the VaR limit). VaR is calculated using Monte Carlo simulations based
on historical volatilities and correlations. Because portfolios include opposing positions and there is
an underlying correlation, the VaR of the total portfolio is smaller than the sum of sub-portfolio
VaRs.
VaR is an important tool for DELTA to manage its portfolios and it is therefore calculated and
reported on a daily basis.
Cash flow hedges
DELTA uses financial instruments to minimise fluctuations in expected cash flows. The company
uses derivatives, including forward contracts, options, and swaps, to control the risks of future
changes in market prices. These hedging instruments are derivatives of commodities traded by
DELTA and they are entered into to mitigate cash flow, price and currency risks. Hedge
accounting is applied to cushion the total change in value of these derivatives.
To the extent permitted, DELTA accounts for these financial instruments and the physical purchase
and sale contracts in a cash flow hedge relationship in accordance with IAS 39.
Currency risk
Currency risk is the risk that the value of assets will change due to movements in foreign exchange
rates. DELTA’s risk policy is to hedge currency risks associated with positions denominated in
foreign currencies. To hedge this risk, the company uses financial instruments (forward contracts)
to minimise fluctuations in expected cash flows. Currency positions arising from commodity and
other contracts are reported to the Treasury department on a daily basis to be hedged at group
level. Currency risk limits are set periodically in consultation with the Risk Management Committee
and are monitored by the Treasury department.
43
Interest rate risk
DELTA’s interest rate risk policy is to mitigate the effects of interest rate fluctuations. To hedge this
risk, the company uses derivatives, including interest rate swaps. These swaps allow a floating rate
to be exchanged for a fixed rate.
Liquidity risk
Liquidity risk is the risk that DELTA may have insufficient funds available to meet its short-term
liabilities. DELTA’s capital management policy focuses on centralising its cash management and
borrowing and repayment operations at holding company level as much as possible. On the basis
of its business plan, the company prepares an annual financing plan to give direction to the
activities undertaken by the Treasury department, and to determine the ratio of short-term to longterm debt. DELTA also ensures that it more than meets banking ratios and other ratios necessary
to maintain its corporate credit rating and to optimise working capital management. The company
also pursues a very strict policy in terms of providing guarantees and cash collateral.
In order to meet its working capital requirement, DELTA has access to a stand-by credit facility. It
allows the company the flexibility, for example, to absorb seasonal cash flow fluctuations and prefinance projects. There are separate lines of credit for independent projects, for entities that are not
wholly-owned by DELTA , and for entities for which the law so requires. There is no recourse to
DELTA N.V. under these facilities.
Standard & Poor's downgraded the company’s credit rating to BBB with a negative outlook in 2014,
due in part to difficult market conditions and poor prospects. The Executive Board is taking steps to
avoid any further downgrade, for example by selling the company’s share interests in Indaver and
the Kreekraksluis wind farm.
Summary of the main risks
The table below describes some of the main risks facing DELTA. It also shows how the company
mitigates the probability and impact of these risks .
We will continue to monitor any major risks in 2015 and mitigate such risks where appropriate and
economically feasible. Safety risks will remain a focal point in 2015. DELTA ensures good working
conditions, robust and reliable business processes, and skilled staff. At DELTA, we have a rule that
says “I work safely or I don‘t work at all.”
Riskk
Downgrade of S&P credit rating prompted
by mandatory separation of grid operations
There is a chance that the grid operations may
have to be hived off pursuant to a court order.
This may lead to an S&P rating downgrade,
which in turn could adversely affect DELTA’s
trading position.
Continued decline in power generation
spreads
Falling sales prices for electricity and input
prices that are not declining at the same pace
are putting pressure on the returns generated
by power stations.
Unplanned outages at power stations
Unplanned outages at power stations may lead
to planned volumes not being achieved. This
could, in turn, lead to lower revenue, the need
to buy back energy previously sold, and
imbalance costs being incurred.
Uncollectible accounts receivable
As economic conditions deteriorate, there is an
Control
DELTA has engaged the support of top
lawyers and tries to convince policymakers that
the intended effects of the legislation are
negligible and the negative impact will be
great.
Future positions are locked in, on the basis of
market forecasts and models. This mitigates
some of the risk of spreads declining further,
but also reduces the possibility of benefiting
from favourable market developments.
Adequate maintenance programmes and a
sufficient supply of spare parts should prevent
or limit the duration of any outages. DELTA
may nonetheless be confronted with prolonged
unplanned outages, as events showed in
2013.
DELTA operates strict procedures and credit
limits for trading partners and customers. Major
44
increased risk of customers not being able to
meet their financial obligations. Amounts owed
by such customers may become uncollectible.
Elevated risk in terms of data security
Cyber attacks may cause damage to ICT
systems or lead to confidential information
being stolen.
Unfavourable changes in the law on waste
incineration
Changes in the law may cause revenues from
Green Steam Certificates to fall or disappear
altogether and/or lead to a reduction in gate
fees received.
accounts are accepted only if the credit
insurance company issues a limit. We also
closely monitor the payment behaviour of
customers and will take immediate action if
necessary.
In 2014, we performed an analysis of data
security at the company. and, on the basis of
the findings, tightened our action plans. DELTA
also takes part in national public-private
partnerships to share information and
experiences.
The board of Indaver has presented a wellargued case for leaving the legislation
unchanged. Indaver also transports waste to
incineration plants in the Netherlands, which
reduces spare capacity there and lessens the
need to amend (EU) legislation.
45
1.12 Statement by the Executive Board
In Control Statement
The Executive Board is responsible for the design and operating effectiveness of the company’s
risk management and internal control system: the DELTA Internal Control Framework (DICF). We
reviewed its design and operation during 2014, based in part on the Management in Control
Statements submitted by the divisions, the internal audit report, and the independent auditors’
report.
Risk-taking is inextricably linked to the company’s operations and the implementation of its
strategy. The DICF framework allows DELTA to take risks by identifying, controlling, and actively
monitoring those risks, and taking appropriate action where necessary. We seek to minimise the
probability and impact of any errors, incorrect decisions or unforeseen events. We are aware that
this does not provide absolute assurance that business targets will be achieved and
misstatements, loss, fraud or breaches of the law eliminated.
When auditing the financial statements 2014, the independent auditors tested the design,
existence and operating effectiveness of the company’s internal controls on financial reporting.
They reported their findings to the Executive Board, Audit, Risk & Compliance Committee, and
Supervisory Board.
On the basis of the foregoing, the Executive Board believes that the risk management and internal
control system operated effectively during 2014 and provides reasonable assurance that the
financial statements for the year under review contain no material inaccuracies.
The Executive Board will ensure that the company will continue to strengthen and professionalise
its DICF framework in 2015.
Management statement
To our knowledge:

the financial statements give a true and fair view of the assets, liabilities, financial position
and profit of DELTA N.V.;

the additional information, as contained in this annual report, gives a proper view of the
state of affairs as at 31 December 2014 and of DELTA N.V.’s operations during the 2014
financial year;

the Opportunities and Risks section, as contained in this annual report, provides a
description of potential material risks facing DELTA N.V.
Middelburg, The Netherlands, 11 May 2015
The Executive Board,
Arnoud Kamerbeek, CEO
Frank Verhagen, CFO
46
2 Financial statements 2014
DELTA N.V.
The English translation of the annual report is for information purposes only
The Annual Report 2014 comprises of the Dutch text including the independent
auditor’s report in Dutch
47
Contents
Consolidated financial statements
Consolidated balance sheet as at 31 December 2014 ......................................................................... 49
Consolidated income statement .......................................................................................................... 50
Consolidated statement of comprehensive income .............................................................................. 51
Consolidated statement of changes in equity....................................................................................... 52
Consolidated cash-flow statement ....................................................................................................... 53
Accounting policies ............................................................................................................................. 54
Notes to the consolidated balance sheet ............................................................................................. 73
Notes to the consolidated income statement ..................................................................................... 110
Notes to the consolidated cash flow statement .................................................................................. 121
Post-balance sheet events ................................................................................................................ 122
Consolidated companies ................................................................................................................... 123
Non-consolidated companies ............................................................................................................ 125
Company financial statements 2014
Company balance sheet as at 31 December 2014............................................................................. 128
Company income statement .............................................................................................................. 129
Notes to the company balance sheet ................................................................................................. 130
Notes to the company income statement ........................................................................................... 139
Other information
Profit appropriation............................................................................................................................ 141
Independent auditors’ report.............................................................................................................. 142
DELTA in financial figures, consolidated............................................................................................ 143
DELTA in key figures ........................................................................................................................ 144
48
Consolidated balance sheet as at 31 December 2014
(before profit appropriation)
(EUR 1,000)
Ref. nr.
31-12-2014
31-12-2013
Non-current assets
Intangible assets
1
366,945
473,189
Property, plant and equipment
2
1,713,812
1,783,585
Joint ventures, associates and other investments
Loans to joint ventures, associates, etc.
Deferred tax assets
Other financial assets
Derivatives
Financial assets
3
4
4
4
5
429,005
14,269
90,996
109,262
78,679
722,211
412,522
15,366
90,671
89,725
88,080
696,364
2,802,968
2,953,138
Total non-current assets
Current assets
Inventories
6
106,318
87,445
Trade receivables
Current tax assets
Other receivables
Derivatives
Total receivables
7
7
7
5
339,668
22,087
48,434
187,655
597,844
384,408
24,814
52,758
141,856
603,836
Assets held for sale
24
Total current assets
-
143
704,162
691,424
157,844
174,115
Total assets
3,664,974
3,818,677
Shareholders’ equity
Profit for the year
Equity attributable to shareholders of DELTA N.V.
1,100,608
3,760
1,104,368
1,093,289
74,788
1,168,077
Non-controlling interests
Group equity
41,426
1,145,794
45,352
1,213,429
Cash
8
Provisions
Pension liabilities
Long-term debt
Deferred tax liabilities
Deferred revenue
Other non-current liabilities
Derivatives
Non-current liabilities
9
9
10
11
11
11
5
504,159
39,104
509,953
64,375
84,880
43,007
133,806
1,379,284
522,265
31,322
616,361
60,689
87,381
198,578
115,839
1,632,435
Trade payables
Current tax liabilities
Deferred revenue
Work in progress for third parties
Current portion of provisions
Other liabilities
Bank borrowings
Derivatives
Current liabilities
12
12
12
12
12
12
12
5
313,626
89,628
15,612
147
64,855
290,517
141,533
223,978
1,139,896
341,048
100,548
15,130
85,430
148,343
120,998
160,555
972,052
Liabilities held for sale
24
-
761
Current liabilities
1,139,896
972,813
Total equity and liabilities
3,664,974
3,818,677
49
Consolidated income statement
(EUR 1,000)
Ref. nr.
Revenue
13
1,930,836
2,103,593
Cost of sales
14
(1,141,576)
(1,317,921)
Gross operating margin
Other gains and losses (third parties)
15
Fair value gains and losses on the trading portfolio
16
Gross margin
Third-party services
Staff costs
Depreciation, amortisation and impairment
Other operating expenses
Total net operating expenses
17
18
19
20
Earnings from operations
Share in results of joint ventures and associates
21
Operating result
Net finance income (expense)
22
Profit before tax
Corporate income tax
23
24
2013
789,260
785,672
29,230
24,676
(615)
(683)
817,875
809,665
275,997
258,044
275,857
16,278
826,176
287,786
256,725
174,262
9,337
728,110
(8,301)
81,555
41,209
41,548
32,908
123,103
(32,736)
(39,584)
172
Profit after tax from continuing operations
Profit after tax from discontinued operations
2014
83,519
(15,959)
(3,278)
(15,787)
80,241
642
(705)
Profit for the year
(15,145)
79,536
Attributable to:
Non-controlling interests
(18,905)
4,748
3,760
74,788
Shareholders of DELTA N.V.
50
Consolidated statement of comprehensive income
Consolidated statement of comprehensive income
(EUR 1,000)
2014
Profit after tax for the year
(15,145)
2013
79,536
Other comprehensive income:
- items not transferred to income statement
Remeasurements of defined benefit obligations
Remeasurements of defined benefit obligations
(Deferred) corporate income tax
(6,579)
(3,409)
2,110
1,000
(4,469)
Total other comprehensive income
not transferred to income statement
- items to be transferred to income statement
Effective portion of gains and losses on cash flow hedges
Energy deravitives
Reclassification adjustments
(2,409)
(4,469)
(2,409)
(46,550)
(14,737)
13,717
Interest rate derivatives
Reclassification adjustments
2,112
(32,833)
(12,625)
(18,804)
22,011
7,403
(Deferred) corporate income tax
(9,235)
(11,401)
12,776
(705)
(97)
(44,939)
Share of other comprehensive income of
joint ventures and associates
Share of other comprehensive income of
joint ventures and associates
Reclassification adjustments
(Deferred) corporate income tax
54
377
2,597
-
-
377
2,597
20
397
Translation reserve differences
Translation reserve differences
Reclassification adjustments
2,597
32
(10)
-
-
32
(Deferred) corporate income tax
(10)
-
32
Other movements
Other movements
Reclassification adjustments
(Deferred) corporate income tax
Other comprehensive income of assets held for sale
Total other comprehensive income to be transferred
to income statement
(10)
4
-
-
-
4
-
-
4
-
-
-
(44,506)
2,641
Total other comprehensive income
(48,975)
232
Total comprehensive income
(64,120)
79,768
Non-controlling interests
(20,408)
4,310
Shareholders of DELTA N.V.
(43,712)
75,458
Total comprehensive income attributable to:
For an explanation of movements in energy and interest-rate derivatives, please refer to Section 5.
Remeasurements of defined benefit obligations under IAS 19 Employee Benefits entirely concerns
changes at Indaver N.V.
51
Consolidated statement of changes in equity
(EUR 1,000)
Carrying amount as at 31 december 2012
Profit appropriation for 2012
Payment of dividend
Other changes
Transfer to liablilities due to put options
Total comprehensive income
Carrying amount as at 31 december 2013
Profit appropriation for 2013
Payment of dividend
Other changes
Transfer to liablilities due to put options
Total comprehensive income
Carrying amount as at 31 december 2014
Total Paid-up capital
Statutory
reserve
Hedge
reserve
(34,317)
1,185,140
6,937
225,828
-
-
-
-
(40,000)
-
-
(4,900)
-
(6,579)
-
(13,565)
-
Revaluation
Unappropriated Non-controlling
reserve Other reserves
profit
interests
(3,132)
863,466
73,837
52,521
-
33,837
(33,837)
-
-
-
-
(40,000)
-
-
-
13,565
-
(4,900)
-
-
-
-
(6,579)
79,768
-
2,603
(341)
(1,592)
-
74,788
4,310
1,213,429
6,937
214,866
(34,658)
(4,724)
910,868
74,788
45,352
-
-
-
-
-
54,788
(54,788)
-
-
-
-
-
-
(20,000)
-
1
-
5,490
-
58
-
-
-
-
16,424
(20,000)
61
-
16,424
-
-
(64,120)
-
436
(45,321)
(2,587)
-
3,760
(20,408)
6,937
209,814
(79,978)
(7,311)
971,146
3,760
41,426
1,145,794
(5,488)
The statutory reserve comprises undistributed profits of associates and is therefore not freely
distributable. This also applies to the hedge reserve, which should be seen in relation to the unrealised
income from fair value changes in derivatives used for hedging purposes.
Fair value changes in derivatives after tax are shown within the hedge reserve, which is a nondistributable reserve. For more information, please refer to Section 5 Principles for the valuation of
financial instruments, and 5.1.3. of the Notes to the consolidated balance sheet. Other non-distributable
reserves comprise the foreign currency translation reserve (in connection with translation differences)
and remeasurements of defined benefit obligations under IAS 19 Employee Benefits.
Other reserves mainly comprise retained earnings.
The transfer to liabilities arising from put options in 2014 concerned third-party minority interests in
Indaver N.V. These shareholders, who own 25% of the shares in Indaver N.V., had previously been
granted a put option. The put option is shown within non-current liabilities.
Non-controlling interests in DELTA N.V.’s consolidated equity mainly comprise the share interest owned
by NEIF (NIBC European Infrastructure Fund) in the German-based waste processing company Indaver
Deutschland GmbH.
52
Consolidated cash-flow statement
(EUR 1,000)
From operating activities
Earnings from operations
Fair value gains and losses on the trading portfolio
Adjustment for deferred income
Depreciation, amortisation and impairment
Provisions
Inventories
Trade receivables
Trade payables
Other receivables/payables
Other
From operating activities
Cash flows arising from dividends received from joint ventures and associates
Cash flows from finance income and expense
Cash flows from taxes on profits
Cash flow from operating activities
2014
2013
(8,301)
615
(4,004)
275,857
(63,783)
(18,523)
44,739
(27,423)
7,961
4,856
211,994
81,555
682
2,263
174,262
(62,657)
(4,038)
(13,133)
37,434
8,823
(3,812)
221,379
35,664
(21,317)
(16,508)
33,975
(20,991)
(9,728)
209,833
224,635
From investing activities
Acquisition and disposal of intangible assets and property, plant and equipment(101,925)
(after deduction (167,751)
of cash acquired)
Acquisition of investments in subsidiaries and associates and interests in
joint ventures (after deduction of cash disposed)
(5,825)
(10,765)
Disposal of investments in subsidiaries and associates and interests in
joint ventures
485
(77)
Other financial assets
(8,435)
(8,610)
Kasstroom uit investeringsactiviteiten
(115,700)
(187,203)
From financing activities
Bank borrowings
Long-term liabilities
Paying off borrowings
Dividend payments
Cash flow from financing activities
20,535
21,139
(132,078)
(20,000)
(110,404)
(4,805)
47,257
(59,837)
(40,000)
(57,385)
Evolvement cash flow during the year
(16,271)
(19,953)
Cash as at 1 January
Evolvement cash position during the year
Cash as at 31 December
174,115
(16,271)
157,844
194,068
(19,953)
174,115
94,133
37,432
74,133
(2,568)
Free cash flow before dividend
Movement net debt
53
Accounting policies
DELTA N.V. is a public limited liability company organised and existing under Dutch law and the parent
company of a number of subsidiary companies involved in:

energy generation, transmission, trading, and supply;

environmental services (waste management);

the delivery of cable services for analogue and digital TV, the Internet, and mobile and digital
telephony;

the development and production of renewable energy, including wind power, and water
services.
With a view to these activities, the Group owns interests in a number of joint arrangements, associates
and other investments.
DELTA N.V.’s shareholders are the Zeeland provincial authorities, the towns and cities in Zeeland,
several towns and cities in the provinces of Zuid-Holland and Noord-Brabant, and the Zuid-Holland and
Noord-Brabant provincial authorities.
DELTA N.V.’s registered office is situated at Poelendaelesingel 10, Middelburg, The Netherlands.
The following changes occurred within the group during 2014:
1.
2.
3.
4.
5.
6.
7.
DNWG Staff B.V. was incorporated on 1 January 2014;
Windpark Barrepolder B.V. was incorporated on 12 June 2014;
The share interest in SET Fund II was reduced from 60.22% to 54.22% on 30 July 2014;
The share interest in IVIO cvba was increased from 1.5% to 11.93% on 8 September 2014;
Indaver N.V. and SLECO Centrale N.V. each acquired a 33.33% share in Ecluse cvba on 9
October 2014;
A 100% interest in Produval bvba was acquired on 30 December 2014;
The share interest in NPG Willebroek N.V. was raised from 49% to 50%.
The following transactions and related instruments dated 31 December 2013 had an impact on the
Group’s structure in 2014:

DELTA N.V. transferred its shares in DELTA Energy B.V. to DELTA Com B.V. on 1 January
2014;

DELTA Energy B.V. sold its shares in DELTA Comfort B.V. to DELTA Com B.V. on 1 January
2014;

DELTA N.V. sold its shares in DELTA Infra B.V. to Zeeuwse Netwerkholding N.V. on 1 January
2014.
The financial statements 2013 presented the changes as at 31 December 2013.
The company’s functional currency is the euro. Unless otherwise stated, all amounts are presented in
thousands of euros.
DELTA N.V. used the option available under Part 9, Book 2, of the Dutch Civil Code to prepare the
company financial statements in accordance with the International Financial Reporting Standards
applied to the consolidated financial statements, with the exception of equity-accounted group
companies and investments.
The company income statement is presented in abridged form in accordance with Section 402, Part 9,
Book 2, of the Dutch Civil Code.
The financial statements 2014 were signed and released for publication by the Supervisory Board on
11 May 2015. The Supervisory Board will present the financial statements for adoption by the General
Meeting on 4 June 2015.
54
1A. Compliance with IFRSs and summary of changes in IFRS
recognition and measurement rules
The company’s consolidated financial statements have been prepared in compliance with the
International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards
Board (IASB) and the interpretations issued by the IFRS Interpretations Committee (IFRS IC) of the
IASB, as endorsed by the European Commission (EC) up to and including 31 December 2014.
New standards and/or supplements/improvements in relation to the previous financial year were issued
by the IASB and approved by the European Commission for adoption within the European Union.
Changes not yet adopted by the EC are omitted from the summary below.
1A.1. DELTA adopted the following new standards and improvements in its financial statements
2014
1.
Amendments to IAS 32, Financial Instruments: Presentation - Offsetting Financial Assets
and Financial Liabilities
IAS 32 was amended to provide additional guidance to reduce inconsistent application of the
standard in practice.
2.
Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of
Interests in Other Entities, and IAS 27 (revised) Separate Financial Statements –
Investment Entities
IFRS 10 was amended in order to better reflect the business model of investment entities. IFRS
10 requires that investment entities account for their investments in subsidiaries at fair value
through profit or loss rather than consolidating them. IFRS 12 was amended in order to require
specific disclosure about such investments in subsidiaries by investment entities. Due to
changes in IAS 27 (revised), investment entities also no longer have the option to account for
their investments in certain subsidiaries either at cost or at fair value in their separate financial
statements. They must be recognised in the entity’s separate financial statements (in
accordance with IAS 39, Financial Instruments: Recognition and Measurement) at fair value
with fair value changes in profit or loss.
3.
Amendments to IAS 36 Impairments of Assets – Recoverable amount disclosures for
non-financial assets
The objective of the amendments is to clarify that the scope of the recoverable amount
disclosures for assets is limited to impaired assets if the recoverable amount is based on fair
value less costs of disposal.
4.
Amendments to IAS 39 Financial Instruments: Recognition and Measurement – Novation
of derivatives and continuation of hedge accounting
The objective of the amendments is to provide relief in situations where a derivative that has
been designated as a hedging instrument is required to be novated from one counterparty to a
central counterparty as a result of laws or regulations. This means that hedge accounting can
continue irrespective of the novation which, without the amendment, would not be allowed.
55
1A.2. DELTA adopted the following new standards and improvements in its financial
statements 2013. Adoption is mandatory from the financial year starting on 1 January 2014
The following new standards, supplements and/or improvements were adopted by DELTA as early as 1
January 2013 because of their relevance to its financial information. The effects of the adoption were
explained in DELTA N.V.’s consolidated financial statements 2013.
1) IFRS 10 Consolidated Financial Statements;
2) IFRS 11 Joint Arrangements;
3) IFRS 12 Disclosure of Interests in Other Entities;
4) IAS 27 Separate Financial Statements;
5) IAS 28 Investments in associates and joint ventures;
6) IFRS 10, IFRS 11 and IFRS 12 Transition Guidance.
1A.3. DELTA did not adopt the following new standards and improvements in its financial
statements 2014. Adoption is mandatory from the financial year starting 1 January 2015 and
subsequent financial years
1) IFRIC 21 Levies
Effective for annual periods beginning on or after 17 June 2014. For DELTA, that will be the 2015
financial year. The objective of IFRIC Interpretation 21 is to provide guidance on how to properly
account for levies that fall within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent
Assets, so as to make it easier for users to compare financial statements. More specifically, it answers
the question as to when to recognise a liability for the payment of a levy that is accounted for in
accordance with IAS 37. We do not expect this to have any material impact on our financial information.
2) Annual improvements to IFRSs, 2011-2013 Cycle (originally published by the IASB on 12
December 2013)
Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2015
financial year.
The following approved amendments to IFRS 3 and IFRS 13 constitute clarifications or corrections.
 IFRS 3 Business Combinations
This amendment affects the scope. The definition of the scope was adjusted to reflect the definitions in
IFRS 11 Joint Arrangements. IFRS 3 excludes from its scope the accounting for the formation of a joint
arrangement in the financial statements of the joint arrangement itself. This amendment will be applied
as and when such a situation arises.
 IFRS 13 Fair Value Measurement
This amendment clarifies the scope of the ‘portfolio exception’. It provides that the portfolio exception
includes all contracts accounted for within the scope of IAS 39 Financial Instruments: Recognition and
Measurement, regardless of whether they meet the definition of financial assets or financial liabilities in
IAS 32 Financial Instruments: Presentation.
We do not expect this to have any material impact on our financial information.
The following approved amendments to IAS40 concern changes to existing requirements or additional
guidance to comply with those requirements.
 IAS 40 Investment Property
This amendment concerns the classification of property as investment property or as property for own
use, and clarifies the relationship between IAS 40 Investment Property and IFRS 3 Business
Combinations.
We do not expect this to have any material impact on our financial information.
56
3) Annual improvements to IFRSs, 2010-2012 Cycle (originally published by the IASB on 12
December 2013)
Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2016
financial year.
The following approved amendments to IFRS 2 and IFRS 3 concern changes to existing requirements
or additional guidance to comply with those requirements.
 IFRS 2 Share-based Payment provides a clarification of the definition of ‘vesting condition.’
This clarification had no impact on the financial information because DELTA had no share-based
payments.
 IFRS 3 Business Combinations
Clarifies the accounting for ‘contingent consideration’ in a business combination.
This clarification also affects IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IAS 39
Financial Instruments: Recognition and Measurement.
This amendment will be applied as and when such a situation arises.
The following approved amendments to IFRS 8, IAS 16, IAS 24 and IAS 38 constitute clarifications or
corrections.
 IFRS 8 Operating Segments
Requires the entity to disclose the judgments made by management in applying to operating segments
the aggregation criteria listed in IFRS 8.12.
DELTA is not required to apply IFRS 8, nor does it apply IFRS 8 on a voluntary basis.
 IFRS 8 Operating Segments
Clarifies the provisions set out in IFRS 8.28 regarding the ‘reconciliations’ to be provided.
DELTA is not required to apply IFRS 8, nor does it apply IFRS 8 on a voluntary basis.
 IAS 16 Property, Plant and Equipment
The amendments concern the ‘revaluation method.’
They had no impact on the financial information because DELTA applies a cost model.
 IAS 24 Related Party Disclosures
The amendments concern ‘key management personnel.’ IAS 24 was found to be
unclear about the disclosures to be provided about key management personnel who
were not employees of the reporting entity.
The definition of related parties has been widened. A related party of the reporting entity includes ‘the
entity, or any member of a group of which it is a part, provides key management personnel services to
the reporting entity or to the parent of the reporting entity.'
The reporting entity’s obligations to furnish detailed information on key management personnel
compensation in total and for the different categories have been relaxed for those situations in which the
compensation is paid to a separate ‘management entity’ (an entity which provides key management
personnel services). Instead, the reporting entity discloses the amounts it incurred for the provision of
key management personnel services delivered by the separate management entity. We do not expect
this to have any material impact on our financial information.
 IAS 38 Intangible Assets
The amendments concern the ‘revaluation model.’
They had no impact on the financial information because DELTA applies a cost model.
57
4) Amendments to IAS 19 Employee Benefits, Defined Benefit Plans: Employee Contributions
Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2016
financial year. The amendments are intended to simplify and clarify the accounting for employee or
third-party contributions to defined benefit plans.
We do not expect this to have any material impact on our financial information.
1B. Post-balance sheet events that are material to the financial
statements 2014
As part of its new business strategy and in order improve its financial ratios, DELTA is selling two of its
business divisions, more specifically its 75% (rounded-off) share interest in Indaver N.V. and its 100%
stake in Windpark Kreekraksluis B.V.
Talks are being held with the bodies involved in the decision-making process, including DELTA
Group’s European Works Council and DELTA’s shareholders.
On 6 March 2015, we reached an agreement with the buyer on the sale of our interest in Indaver N.V.,
subject to the usual resolutive conditions, including obtaining approval from the competition authorities
and the European Works Council, and securing the consent of DELTA’s shareholders. The contract for
the sale of the Kreekraksluis wind farm was signed on 5 February 2015, subject to the condition that the
buyer obtains external financing and DELTA obtains the consent of its shareholders. The shareholders
authorised the sale on 9 March 2015.
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
Given the proposed sale of these assets, the issue arises as to whether IFRS 5 Non-current Assets
Held for Sale and Discontinued Operations applies to the situation at the balance sheet date.
IFRS 5 provides that an asset must be classified as held for sale if the carrying amount is to be received
mainly through a sale rather than the continued use of the asset.
The criteria are as follows:
o The asset, in its current form, is available for immediate sale;
o The sale is subject only to conditions that are usual for the sale of this type of asset;
o The sale is highly probable;
o Management is committed to a plan for sale;
o An active programme to locate a buyer and actions to complete the plan are initiated;
o The asset is being actively marketed for sale at a sales price reasonable in relation to its fair value;
o The sale is expected to occur within twelve months of classification as held for sale;
o Actions required to complete the plan indicate that it is unlikely that the plan will be significantly
changed or withdrawn.
In late 2014, as part of the ongoing strategic review, DELTA’s shareholders indicated that the full or
partial sale of a business division would be tested against the relevant guiding principles and that its
impact would also be assessed. It also became clear that permission from the shareholders to sell our
share interests in Indaver N.V. and Windpark Kreekraksluis B.V. could be based on principles other
than just business and economic considerations. In view of the ongoing dialogue and the importance of
ensuring the continuity of both DELTA and its subsidiaries, we expect to be able to reach agreement
with the shareholders. That said, it was uncertain as at the balance sheet date as to whether the
shareholders would authorise the sale of Indaver N.V. and Windpark Kreekraksluis B.V. and so we
classified their consent as ‘probable’ rather than ‘highly probable.’ On that basis, we concluded that,
given the approval of the sale sought from DELTA’s shareholders, Indaver N.V. and Windpark
Kreekraksluis B.V. did not have to be classified under IFRS 5 as at 31 December 2014.
58
IAS 36 Impairment of Assets
IAS 36 provides that, for group companies for which goodwill has been paid in the past, value in
use must be measured annually so as to determine whether to recognise an impairment loss on
the goodwill.
If, and only if, the recoverable amount of the asset is lower than the carrying amount, the carrying
amount must be reduced to the recoverable value. This reduction constitutes an impairment loss
and must immediately be recognised in the profit or loss, unless the asset is revalued according to
a different standard (which is not the case for DELTA).
Indaver
In view of the proposed sale of the Indaver Group, DELTA classified the Indaver Group as a single
cash-generating unit (CGU) for impairment testing purposes as at 31 December 2014. On 6 March
2015, DELTA and Katoen Natie announced that they had signed an agreement for the sale of DELTA’s
75% share interest in Indaver N.V. to Katoen Natie.
At their General Meeting on 9 March 2015, the shareholders approved the review framework for the
sale of Indaver and so authorised DELTA to continue the sales process. The sale proper will still require
approval from DELTA’s shareholders.
The selling value less costs associated with the sale was defined in the impairment test as fair value
less costs of disposal.
The agreed selling price less costs of disposal was lower than the amount at which the Indaver Group
was carried in DELTA Group’s financial statements. An impairment loss was therefore recognised.
In the case of a CGU to which goodwill is allocated, the impairment loss is allocated first to reduce the
goodwill allocated to the CGU and then to reduce its other assets.
This is why the impairment loss is shown within 'Indaver goodwill’ in DELTA Group’s balance sheet. As
a result, the carrying amount of its 75% share interest in the Indaver Group at 31 December 2014
equalled the agreed selling price less costs of disposal.
59
Impairment Indaver Groep as at 31 december 2014
Carrying ammount
Impairment
Carrying ammount
(EUR 1,000)
before impairment carrying ammount after impairment
at
at
at
selling value
selling value
selling value
Non-current assets
Intangible assets
423.5
(92.8)
330.7
Property, plant and equipment
483.2
483.2
Deffered tax assets
19.9
19.9
Other financial assets
61.7
61.7
Total non-current assets
988.3
(92.8)
895.5
Current assets
Inventories
Total receivables
Cash
Total current assets
Total assets
13.9
121.6
29.0
164.5
1,152.8
-
13.9
121.6
29.0
164.5
(92.8)
1,060.0
-
Deffered tax liabilities
Provisions
Other liabilities
Bank borrowings
Other current liabilities
47.4
67.0
90.8
105.7
157.6
-
47.4
67.0
90.8
105.7
157.6
Total liabilities
468.5
-
468.5
Carrying amount net assets Indaver Groep
684.3
(92.8)
591.5
Attributable to non-controlling interests
which resulted in a decrease of the value of the put option
Impairment for Indaver attributable to DELTA
24.2
(68.6)
The Indaver sale will reduce interest charges in future years and hence improve the possibilities for the
DELTA N.V. fiscal unity to offset losses, as a result which an additional gain of EUR 7.8 million was
recognised.
Kreekraksluis wind farm
There were no indicators of impairment as regards Windpark Kreekraksluis B.V. On the basis of the
information available in connection with the sale of Windpark Kreekraksluis B.V., fair value less costs of
disposal exceeds the carrying amount, including the goodwill allocated to this CGU.
60
2. General accounting policies
2.1
Estimates and assumptions
The preparation of financial statements entails the use of estimates and assumptions based on past
experience and on factors considered acceptable in management’s judgement. These estimates relate
primarily to the proceeds from the sale and transmission of gas and power to domestic consumers due
to staggered meter readings, deferred tax assets, and the level of provisions. These estimates and
assumptions will affect the information in the financial statements and the actual figures may be
different. The effects of changes in estimates are recognised prospectively in the income statement.
Changes in estimates may also lead to changes in assets and liabilities or equity components. Such
changes in estimates are recognised in the period in which they occur. Any specific disclosures about
estimates and assumptions are provided in the notes to the balance sheet and income statement.
2.2
Impairment of assets
Tests are conducted annually to check for indications that assets may be impaired. If that is the case,
an estimate is made of the asset’s recoverable amount, which is the higher of its fair value less costs to
sell and its value in use. If the fair value less costs to sell leads to unavoidable costs, a liability is
recognised. Value in use is measured as the present value of the estimated future cash flows, based on
the business plans drawn up internally and approved by the Executive Board, using a pre-tax discount
rate that reflects current market interest rates. Specific risks relating to the asset or the cash-generating
unit are incorporated into the estimated future cash flows. Annual impairment tests are conducted for
recognised goodwill.
An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which
the asset belongs exceeds its recoverable amount.
The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the
cash-generating unit (or group of units) and then to reduce the carrying amounts of the other assets of
the unit (or group of units) on a pro rata basis. The carrying amount of an asset should not be reduced
to below its recoverable amount.
An impairment loss is reversed if it there has been a change in the basis on which the recoverable
amount was previously determined. An impairment loss is reversed only to the extent that the carrying
amount of the asset due to reversal does not exceed its carrying amount less depreciation or
amortisation if no impairment loss had been recognised. An impairment loss or reversal of an
impairment loss is recognised in the profit or loss. Impairment losses for goodwill are not reversed.
2.3 Valuation of financial instruments
Unless stated otherwise in the notes to the individual items in the financial statements, management
believes that the carrying amounts of financial instruments are reasonable approximations of the fair
value of those instruments.
2.4 Government grants
Government grants are recognised as soon as it is reasonably certain that the conditions for obtaining
the grant have been or will be met and the grants have been or will be received. When investment
projects are capitalised, grants received and contributions to the construction costs are deducted from
the acquisition cost of the assets. Operating grants are shown within revenue. Subsidies in the form of
tax breaks are factored into the calculation of the taxable amount.
61
2.5 Foreign currencies
Assets and liabilities denominated in foreign currencies are translated into euros at the exchange rates
prevailing at the end of the reporting period. Differences arising from movements in exchange rates are
recognised in profit or loss, unless relating to the net investment in foreign entities, in which case they
are recognised in equity as part of other comprehensive income. Income and expenses denominated in
foreign currencies are translated into euros at the exchange rates prevailing at the time of the
transaction.
2.6 Taxation
2.6.1 Income taxes
Income taxes comprise current taxes and movements in deferred taxes. These amounts are taken to
the income statement or recognised in equity as part of other comprehensive income.
Current taxes comprise amounts that are probably due and capable of being offset against the taxable
profit for the year. They are calculated on the basis of the prevailing tax legislation and rates.
2.6.2 Deferred taxes
Deferred taxes are recognised for differences between the carrying amount and the tax base of assets
and liabilities.
Deferred taxes are measured at the tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on the prevailing tax legislation and rates. Deferred taxes are
stated at face value. Deferred tax assets are recognised only if and to the extent that it is probable that
sufficient taxable profits and/or other temporary differences will be available against which they can be
utilised.
A deferred tax asset is recognised for unused tax losses and unused tax credits if and to the extent that
it is probable that taxable profits will be available against which such unused losses or credits can be
utilised.
2.7 Comparative information
Comparatives are adjusted, where necessary, for presentation purposes.
62
3. Basis of consolidation
The consolidated financial statements comprise the financial information of DELTA N.V. and its group
companies. Group companies are legal entities and companies over which control is exercised in terms
of their governance and operational and financial policies. IFRS 10 provides that an investor controls an
investee if the investor is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to use its power over the investee to affect the amount of the investor’s
returns. Existing and potential voting rights that were exercisable or convertible as at the balance sheet
date are considered when determining whether DELTA N.V. controls an entity. Any other agreements
that allow DELTA N.V. to determine operating and financial policy are also taken into account.
Group companies are included in the consolidation from the date when control is obtained.
Consolidation is discontinued from the date when control over the group company ceases. Group
companies are fully consolidated, with 100% of their equity and profits included in the consolidation. If
the share interest in a group company is less than 100%, the non-controlling interest is shown
separately in the balance sheet and income statement.
Joint arrangements are recognised in proportion to DELTA’s (group company’s) interest in the
arrangement if the arrangement involves a joint operation. They are included in the consolidation from
the date when the arrangement is made. Consolidation discontinues from the date when the
arrangement ceases. Joint arrangements that take the form of ‘joint operations’ are consolidated
according to the partial method.
The investor recognises its interest in its consolidated financial statements as follows:
 Assets to which the investor has direct rights are recognised fully in the financial statements;
 Liabilities for which the investor is directly responsible are recognised fully in the financial
statements;
 Revenue from the sale of the investor's share of the output of the joint operation by the joint
operation itself is recognised fully in the financial statements (the joint operation itself being
responsible for the sale of the output);
 Revenue from the sale of the investor's share of the output of the joint operation by the investor is
recognised fully in the financial statements;
 Expenses allocated directly to the investor are fully recognised in the financial statements;
 Assets, liabilities, revenue and expenses that are not directly attributable to the investors are
allocated to the investors indirectly in proportion to their interest in the joint operation.
Joint arrangements that take the form of ‘joint ventures’ are accounted for according to the equity
method.
Associates are also recognised using the equity method.
The acquisition of a group company is accounted for using the purchase accounting method. The
accounting policies adopted by group companies are adjusted, where necessary, to ensure consistency
with the policies applied by DELTA. In the case of put options, the corresponding non-controlling
interest are classified as current or non-current liabilities.
Scope of consolidation
The financial statements include a separate overview of the main subsidiaries, associates and joint
ventures, including the relevant share interests.
63
4. Basis of recognition and measurement of assets and liabilities
The financial statements have been prepared according to the historical cost convention, with the
exception of derivatives (financial instruments), which are carried at fair value, and the differences
referred to below. All transactions in financial instruments are accounted for on the transaction date.
4.1 Intangible assets
Intangible fixed assets comprise goodwill arising on acquisition, development costs, software, customer
contracts, and acquired transport rights.
Goodwill
Goodwill represents the positive difference between the acquisition cost of a group company and the
fair value of the acquisition. Goodwill paid on the acquisition of a group company or joint arrangement is
recognised as an intangible fixed asset. Goodwill paid on the acquisition of an interest in a joint venture
or investment in an associate is included in the cost of the interest or investment. If the cost is lower
than the fair value of the identifiable assets, liabilities and contingent liabilities acquired (negative
goodwill), the difference is recognised directly in profit or loss.
The carrying amount of goodwill is measured at historical cost less accumulated impairment losses.
Goodwill is not amortised. Annual impairment tests are conducted to identify any impairment of goodwill.
For the purposes of these tests, goodwill is allocated to cash-generating units. If a transaction qualifies
as a transaction between owners, the difference between the acquisition cost and fair value is
recognised in equity.
Development costs
Development expenditure is measured at historical cost and amortised over a period of 10 years
according to the pattern of the additional cash flows generated by the acquired process knowledge.
Software
Capitalised software is carried at historical cost less amortisation. Amortisation is on a straight-line basis
over a period of 5 years. The useful life is assessed annually, with any adjustments being accounted for
prospectively.
Customer contracts
Customer contracts are measured at cost and amortised according to the pattern of the additional cash
flows generated by the acquired accounts.
Transport rights
Transport rights are measured at cost and amortised on a straight-line basis over a period of 20 years.
The useful life is assessed annually, with any adjustments being accounted for prospectively.
4.2 Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation on a straight-line basis
over its estimated useful life, determined on the basis of technical and economic criteria, taking account
of its estimated residual value, less any accumulated impairment losses. Land is not depreciated. In
accordance with IFRIC 18, third-party contributions to the construction costs of an item of property, plant
or equipment are no longer deducted from the carrying amount of the asset; instead, they are
recognised within deferred revenue (liability).
Property, plant and equipment also comprises the discounted amount that is expected to be necessary
to cap landfill sites when landfill operations come to an end. Depreciation is based on the actual landfill
capacity used during the period. Changes in residual value arising from technical or economic
developments or the use of a different discount rate are shown within property, plant and equipment and
recognised in profit or loss in future years through depreciation. If an asset has been fully depreciated,
the difference is recognised directly in profit or loss.
64
External financing expenses for assets (construction period interest) are included in the cost if they can
be allocated directly to the asset.
If an asset consists of various components with different depreciation periods and residual values, the
components are recognised separately. Investments to replace components are capitalised, with the
replaced component being written down simultaneously. Estimated useful lives and estimated residual
values are assessed annually when the business plan is prepared. If an impairment test shows an
impairment loss, the carrying amount is adjusted accordingly.
Property, plant and equipment under construction is stated at costs incurred as at the balance sheet
date, including the costs of materials and services, direct staff costs, an appropriate share of directly
attributable overhead costs, and the financing costs allocated directly to the asset.
In 1999, Indaver N.V. signed a cross-border lease with a U.S. investor for the use of lines 1 and 2 at its
incineration plant in Doel (Belgium). Title to and beneficial ownership of the assets remained with the
company.
Accordingly, these assets are shown in the consolidated financial statements on the basis of the
accounting policies applied to property, plant and equipment.
4.3 Financial fixed assets
General
A business combination involves bringing together separate entities or businesses into one reporting
entity. Business combinations are accounted for using the acquisition method. Steps in applying the
acquisition method are:
1.
2.
3.
Identification of the acquirer;
Measurement of the cost of the business combination;
Allocation of the cost of the business combination as at the acquisition date.
The cost of a business combination is the aggregate of the acquisition-date fair values of the assets
acquired, liabilities incurred or assumed and equity instruments issued by the acquirer. Under IFRS 3
(as approved by the EU in 2004), the aggregate is increased by the costs directly attributable to the
business combination. With the revision of IFRS 3 (applied with effect from 2009), the costs directly
attributable to the acquisition are no longer shown within the cost of the business combination, but
recognised directly in profit or loss. Goodwill is measured as the value by which the cost of the business
combination exceeds the acquirer’s interest in the net fair value of identifiable assets, liabilities and
contingent liabilities.
Negative goodwill is recognised directly in profit or loss, and non-controlling interests are recognised in
equity.
Joint ventures, associates and other investments
Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement
have rights to the net assets of the arrangement. The parties are called joint venturers.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement
(such as DELTA N.V. or any of its subsidiaries) have rights to the assets, and obligations for the
liabilities, relating to the arrangement. These parties are called joint operators. In the case of a joint
operation, DELTA recognises a proportion of the assets and liabilities, revenue and expenditure
equivalent to its interest in the joint operation; its share in the joint operation’s equity is therefore not
recognised as a financial non-current asset.
Associates are entities over which DELTA N.V. exercises significant influence, whether directly or
indirectly, but which it does not control. Generally speaking, this is the case if DELTA N.V. can exercise
between 20% and 50% of the voting rights.
Other investments are non-associated investments in which DELTA N.V. has an interest of less than
20%. The financial statements include an overview of the main joint arrangements and investments.
65
Valuation of joint ventures, associates and other investments
Investments in joint ventures and associates are recognised in the consolidated financial statements
using the equity method. Under the equity method, on initial recognition the investment is recognised at
cost, i.e. the fair value of the underlying assets and liabilities, including goodwill. If the fair value
exceeds the cost, the positive difference will be added to the equity participation. The share of profits or
losses is recognised in the carrying amount each year and dividend distributions are deducted. If the
(cumulative) losses of the joint venture and/or associate lead to a negative book value, these losses are
not recognised, unless DELTA N.V. has an obligation to clear these losses or has made payments to do
so.
Movements in other investments are recognised in other comprehensive income, unless they involve a
permanent impairment, which is then recognised directly in profit or loss. If insufficient information is
available, valuation is at cost.
Undistributed profits of joint ventures and associates and direct increases in equity at a joint venture or
associate which cannot readily be distributed are added to the statutory reserve.
The accounting policies of joint ventures and investments are adjusted, where necessary, to ensure
consistent application of the accounting policies throughout the DELTA group.
Loans to other investees
On initial recognition, loans to investees or third parties are stated at fair value and, subsequently, at
amortised cost. Amortised cost is usually equivalent to the face value of loans because they are shortterm. Where necessary, a provision is recognised for bad debts and deducted from this value.
4.4
Inventories
Inventories are stated at the lower of weighted average cost, based on first-in first-out (FIFO), and net
realisable value, less a provision for obsolescence. Impairment losses on inventories are recognised as
an expense and disclosed separately.
4.5
Receivables
On initial recognition, trade receivables are stated at fair value and, subsequently, at amortised cost less
impairment losses. Amortised cost is usually equivalent to the face value of receivables because they
are short-term.
4.6
Construction contracts
DELTA applies the percentage-of-completion method to measure and recognise contract cost and
revenue in the income statement for the reporting period. The stage of completion is based on
production measurements. Contracts in progress are recognised at cost less a provision for probable
losses and invoiced instalments. Profits are recognised in proportion to the percentage of completion if
they can be reliably measured.
4.7
Non-current assets held for sale and discontinued operations
DELTA classifies an asset (or disposal group) as held for sale if its carrying amount is recovered
principally through sale rather than continued use. For this to be the case, the asset must be available
for immediate sale in its present condition and the sale must be highly probable and expected to take
place within one year.
In the event of a (proposed) sale of a group of assets, the liabilities directly associated with those assets
are also included in the carrying amount. Immediately after classification as held for sale, the assets are
measured at the lower of their carrying amount and fair value less costs to sell, and depreciation
ceases. Impairment losses are recognised in profit or loss.
66
4.8
Cash
Cash includes not only cash but also cash equivalents that can be converted into cash with no material
risk of impairment. Cash is stated at fair value.
4.9
Shareholders’ equity
Movements in shareholders’ equity are presented in the consolidated statement of changes in equity.
The company’s authorised capital amounts to EUR 9,080,000, divided into 20,000 shares with a par
value of EUR 454. As at 31 December 2014, EUR 6,937,120 worth of shares had been issued and paid
up. Dividends are recognised as a liability in the period in which they are declared. No changes
occurred during the year. None of the shares come with pre-emptive rights or restrictions.
4.10 Provisions
Provisions are recognised for legally enforceable, present obligations relating to operations. Provisions
are carried at the present value of the expected expenditure. The present value is calculated using a
pre-tax discount rate that reflects current market assessments of the time value of money. Expenditures
expected to be incurred within one year of the balance sheet date are shown within current liabilities.
4.11 Employee benefits
Provisions relating to pension liabilities and health insurance costs are determined on an actuarial basis.
The corresponding liabilities are presented separately in the balance sheet. This is only the case for the
group company Indaver. Indaver provides post-employment benefits for most of its employees. These
benefits are paid under defined-contribution plans and defined-benefit plans through an insurance plan
or through unfunded arrangements. Contributions paid under defined contribution plans are recognised
directly in the income statement. The provision for defined benefit plans is measured separately, using
the actuarial projected unit credit method.
Annual pension costs comprise:
 costs of annual pension accruals (service costs);
 net finance expense or income on the pension balance (net interest);
 other changes in the pension balance (remeasurements).
The costs of annual pension accruals, including the expenditure for past pensionable service, are
recognised in the income statement. Net finance expense or income on the pension balance is
recognised in the income statement. Other changes, such as actuarial results, differences between
actual and expected returns on investments and changes in the effect of the limit on the pension
receivable to be recognised, are shown in other comprehensive income. Differences due to
remeasurements are recognised directly in equity through other comprehensive income, and will not be
recognised in profit or loss in future years either.
4.12 Non-current liabilities
Non-current liabilities are measured at amortised cost using the effective interest method. Repayment
obligations for non-current liabilities due within one year are shown within current liabilities.
In the case of a finance lease (in which all the risks and rewards of ownership are borne by the lessee),
at the start of the lease term the finance lease is recorded as an asset and the obligations are
recognised as a liability and measured at fair value. The asset is depreciated in accordance with the
prevailing rules for property, plant and equipment.
In the case of an operating lease (in which all the risks and rewards of ownership are borne by the
lessor), the lease payments are recognised in the income statement over the lease term on a straightline basis.
67
The non-current portion of deferred revenue is classified as a non-current liability. The portion to be
released during the next reporting period is shown within current liabilities. The portion relating to the
current reporting period is shown within revenue.
4.13 Put options
Put options are stated at fair value attributable to the put option holder, less any dividends paid.
68
5. Basis of recognition and measurement of financial instruments
5.1 Financial instruments
DELTA uses financial instruments to manage and optimise normal market risks associated with the
company’s commodities, currency and interest-rate exposures. DELTA applies IAS 32 Financial
Instruments: Presentation and IAS 39 Financial Instruments: Recognition and Measurement. Under
these standards, derivatives (derivative financial instruments) are measured at fair value and trading
contracts are recognised in the income statement at fair value through profit or loss.
Definition
A derivative is a financial instrument or other contract that falls within the scope of IAS 39. It has the
following three features:
 its value changes as a result of movements in a particular interest rate, price of a financial
instrument, commodity price, exchange rate, or index of prices, interest rates or other variables,
provided that, in the case of non-financial variables, the variable is not specific to a contract party
(also known as the ‘underlying asset’);
 No, or only a minor, net initial investment is required in relation to other types of contract that
respond in similar ways to movements in market factors;
 Settlement takes place in the future.
5.2
Derivatives
DELTA is involved in gas, electricity, coal, oil, emission and currency trading contracts for the current
calendar year and the following four years. The company considers the markets for these commodities
to be liquid over this time horizon because reliable prices are available from brokers, markets, and data
providers. The fair value of a commodity contract is calculated according to the DCF method using
these prices; no in-house valuation models are used. The monthly, quarterly and annual prices
published are adjusted only to reconcile them with the relative periods in the trade systems. DELTA
uses derivatives, such as interest rate swaps, to hedge its interest rate risk exposure. These swaps
allow a floating rate to be exchanged for a fixed rate. The fair value of interest-rate derivatives is also
calculated according to the DCF method, using a yield curve that is based on data from the European
Central Bank (ECB).
Classification and netting
A derivative is classified as a current asset if its fair value represents a gain and as a non-current liability
if its fair value represents a loss. Receivables and payables in respect of derivatives for different
transactions with the same counterparty are netted, if there is a contractual or legally enforceable right
of set-off and DELTA also settles the relevant cash flows on a net basis.
Recognition of fair value gains and losses
Under IAS 39, energy commodity contracts (electricity, gas, coal, oil, emission allowances and related
foreign exchange exposures) and interest rate swaps are classified as derivatives. Under IAS 32, IAS
39 and IFRS 7, all derivatives are measured at fair value on initial recognition.
As a general rule, fair value changes in derivatives are recognised through profit or loss. The exceptions
to this rule are:
1a. Own use: DELTA applies accrual accounting for commodity contracts intended for its own use or
production and for sales and purchasing contracts entered into for the purpose of delivering
physical commodities to end users. This means that any changes in value are not shown in the
income statement. These transactions are recognised as sales or purchase transactions at the
prevailing prices at the time of settlement;
2a. Derivatives used to hedge an own-use contract. Hedge accounting may be applied for these
derivatives on certain conditions
2b. Interest rate derivatives. Hedge accounting may be applied for these derivatives on certain
conditions.
69
Hedge accounting
Hedge accounting allows the impact of fair value changes on profit or loss to be mitigated by taking into
account the opposing effects on the profit or loss of fair value changes in the hedges and the hedged
items. Fair value gains and losses on derivatives are recognised in equity (through the statement of
comprehensive income) until the hedged position/transaction is settled.
DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts
(electricity, gas, coal, oil, and carbon emissions).
Interest rate swaps are used to hedge the risk of cash-flow volatility due to movements in interest rates.
DELTA uses cash-flow hedging, which involves entering into hedges to mitigate its exposure to
variability of existing and future cash flows that could ultimately affect profit or loss. The hedges are
allocated to a specific risk relating to a balance sheet item or highly probable forecast transaction.
Criteria for applying hedge accounting
Hedge accounting is subject to strict rules in terms of documentation and effectiveness testing. Hedge
accounting is permitted if a derivative meets the following criteria:
1.
At the time of entering into the transaction, the derivative is formally classified as a hedge, and
the hedging relationship, the objectives of the hedge, and the risk management strategy are
documented;
2.
In the case of a cash-flow hedge, the forecast transaction that is the subject of the hedge is
highly probable and expected to expose the entity to variability in existing or future cash flows
that could ultimately affect profit or loss;
3.
The effectiveness of the hedge can be reliably measured;
4.
The hedge is expected to be highly effective;
5.
The hedge is assessed on an ongoing basis and determined to have been highly effective.
Hedge effectiveness testing and recognition of changes
DELTA formally tests whether derivatives used as hedging instruments have been highly effective in
achieving offsetting changes in fair value or cash flows attributable to the hedged item, both at the
inception of the hedge and during its life. DELTA tests and determines whether changes in fair value or
cash flows attributable to the hedged item are offset by changes in fair value or cash flows attributable
to the hedging instrument. A range of between 80% and 125% is used to regard a hedging relationship
as being effective.
The effective portion of fair value changes is recognised in equity and shown within the hedge reserve
(through the statement of comprehensive income).
The ineffective portion of a hedging relationship, in a fair value hedge, is the extent to which changes in
the fair value of the derivative differ from the changes in the fair value of the hedged item or, in a cash
flow hedge, the extent to which changes in the fair value of the derivative differ from the fair value
change in the expected cash flow. Ineffective hedges, the ineffective portion of a hedge and gains and
losses on components of derivatives that are disregarded when testing the effectiveness of a hedge are
recognised directly in the income statement.
The cumulative amounts recognised in equity are taken to the income statement in the same period as
the hedged transaction.
DELTA discontinues hedge accounting if the hedging relationship is no longer effective or no longer
expected to remain effective.
70
6. Accounting policies for the income statement
6.1 Revenue
Revenue represents income arising directly from the supply of goods and services to third parties, net of
any discounts and net of sales taxes, such as VAT and regulating energy tax (regulerende
energiebelasting; REB) in the Netherlands.
Revenue is recognised when the material risks and benefits of ownership of the goods have passed to
the buyer. Revenue from services is recognised in proportion to the services delivered as at the end of
the reporting period.
Recognition of revenue from transport services and the supply of electricity and gas is based on
supplies during the calendar year. Revenue from supplies to domestic and small-business users is
partly estimated as meter readings are taken throughout the year.
Recognition of revenue from electricity sales is based on the assumption that power generated by the
group’s own production facilities (including joint arrangements) is supplied to third parties, while power
supplied to end-users is procured entirely from third parties.
For gas and electricity trading contracts that do not involve physical delivery, purchases and sales are
netted if this was contractually agreed.
Revenue from telecommunications covers subscription fees for signal distribution as well as revenue
from Internet services and other data transmission services.
Revenue from waste management services are allocated to the period in which the services are
supplied.
Revenue from construction contracts is recognised in the income statement using the percentage-ofcompletion method.
6.2 Net operating expenses
Net operating expenses are measured on the basis of products and services purchased and in
accordance with the measurement and depreciation rules set out above. Expenses are allocated to the
financial year in which they are incurred. Gains are recognised in the year in which they are realised;
losses are recognised in the year in which they are foreseeable.
6.3 Net finance income (expense)
Finance income and expense is allocated to the period to which it relates, using the effective interest
method. Costs of external financing associated with the construction or acquisition of property, plant and
equipment (construction period interest) are capitalised as and when appropriate.
6.4 Discontinued operations
All financial consequences of final decisions to sell and discontinue operations are shown within profit
after tax from discontinued operations.
Profits or losses on activities previously classified as discontinued operations for the current year are
also shown within this item.
71
7. Accounting policies for the cash flow statement
The cash flow statement has been prepared according to the indirect method, based on actual
balance sheet movements. A distinction is made between operating, investing, and financing
activities. Although the current portion of non-current liabilities is recognised in the balance sheet
as part of other current liabilities, movements in the current portion of non-current liabilities is
shown within the cash flow from financing activities in the cash flow statement.
Cash flows relating to minority interests (dividend payments), finance income or expense, and
corporate income taxes (tax assessments) are based on the actual receipts and payments.
72
Notes to the consolidated balance sheet
1. Intangible assets
(EUR 1,000)
Total
Goodwill
Software
Costumer
contracts
Transport
rights
Other
2013
Carrying amount as at 1 January
Investments
Depreciation
Disposals
Other
Carrying amount as at 31 December
Accumulated depreciation and impairment
Acquisition cost as at 31 December
480,919
7,365
(14,308)
(87)
(700)
430,049
(9)
36,779
7,365
(12,691)
(691)
3,254
6,798
(435)
-
(1,182)
-
4,039
(87)
-
473,189
430,040
30,762
2,819
5,616
3,952
339,705
103,744
180,330
22,673
13,692
19,266
812,894
533,784
211,092
25,492
19,308
23,218
473,189
430,040
30,762
2,819
5,616
3,952
1,984
(12,959)
(95,129)
(140)
(95,129)
38
1,984
(8,966)
(2,811)
(1,182)
-
(3,480)
7,254
-
(3,952)
366,945
334,949
20,300
7,262
4,434
-
256,157
104,459
112,559
24,265
14,874
-
623,102
439,408
132,859
31,527
19,308
-
2014
Carrying amount as at 1 January
Investments
Depreciation
Impairments
Other
Carrying amount as at 31 December
Accumulated depreciation and impairment
Acquisition cost as at 31 December
Depreciation periods in years
nvt
5
Allocation of goodwill to cash-generating units
(EUR 1,000)
Indaver
Kreekraksluis
2013
Zeelandnet
Totaal
Goodwill
Carrying amount as at 1 January
Investments
Depreciation
Disposals
Other
Carrying amount as at 31 December
Accumulated depreciation and impairment
Acquisition cost as at 31 December
Total
480,919
7,365
(14,308)
(87)
(700)
divers
20
31-12-2014
Goodwill
Software
430,049
(9)
36,779
7,365
(12,691)
(691)
Costumer
contracts
323,716
1,390
9,843
334,949
3,254
(435)
-
divers
31-12-2013
Transport
rights
6,798
(1,182)
-
Other
418,807
1,390
9,843
430,040
4,039
(87)
-
473,189
430,040
30,762
2,819
5,616
3,952
339,705
103,744
180,330
22,673
13,692
19,266
812,894
533,784
211,092
25,492
19,308
23,218
473,189
430,040
30,762
2,819
5,616
3,952
1,984
(12,959)
(95,129)
(140)
(95,129)
38
1,984
(8,966)
(2,811)
(1,182)
-
(3,480)
7,254
-
(3,952)
366,945
334,949
20,300
7,262
4,434
-
2014
Carrying amount as at 1 January
Investments
Depreciation
Impairments
Other
Carrying amount as at 31 December
73
Goodwill
Under IFRS (IAS 36 Impairment of Assets), for group companies for which goodwill has been paid in the
past, value in use is measured annually so as to determine whether to recognise an impairment loss on
the goodwill. If the recoverable amount of the asset is lower than the carrying amount, the carrying
amount is reduced to reflect the recoverable value. This reduction constitutes an impairment loss and is
immediately recognised in the profit or loss, unless the asset is revalued according to a different
standard (which is not the case for DELTA).
The recoverable value of an asset or a cash-generating unit (CGU) is the highest of its fair value less
costs of disposal and its value in use. Value in use is the present value of the future cash flows
expected to be derived from an asset or a cash-generating unit. The DELTA Group measures the value
in use of classifiable assets, i.e. assets, groups of assets, and/or cash-generating units, through
impairment tests.
Use of inflation expectations
The impairment tests are based on an expected annual inflation rate of 2%. The ECB’s policy is to
achieve an annual inflation rate of 2% or just under 2%. The ECB’s inflation objective is used to
calculate cash flows projections in impairment testing, taking into account a minimum three-year horizon
as reflected in the underlying business plans, and what basically is then an infinite series of those cash
flow projections.
Indaver
As regards Indaver’s operations, impairment tests were conducted at the level of its cash-flow
generating units. Management based its cash flow projections on the business plans for 2015-2019 and,
in a number of cases, on a longer time horizon. For the period after this time horizon, an infinite series
was used for nearly all CGUs, taking into account the available information about market developments.
No use was made of extrapolations with growth rates in excess of inflation.
The impairment tests were conducted using a specific discount rate for each entity. Allowing for debt-toequity ratios generally accepted by market participants, a number of discount rate scenarios were
looked at, using a discount rate per CGU ranging from 7.6% to 9.1% before tax. These tests revealed
an impairment loss of EUR 2.4 million for the cash-generating unit Indaver Deutschland GmbH. No
impairment losses were identified for the Indaver Group’s other CGUs. The carrying amount of the
assets of Indaver Deutschland GmbH included in the impairment test was lower than the value in use so
calculated. The difference between the carrying amount and value in use is applied against the goodwill
for KGE Indaver Deutschland GmbH. In the case of a cash-generating unit to which goodwill is
allocated, the impairment loss is allocated to reduce the goodwill allocated to the unit and then to
reduce the other assets of the unit (IAS 36.104).
In the light of its proposed sale of the Indaver Group, DELTA classified the Indaver Group as a single
cash-generating unit as at 31 December 2014. On 6 March 2015, DELTA and Katoen Natie announced
that they had signed an agreement for the sale of DELTA’s 75% share interest in Indaver N.V.to Katoen
Natie. The sale still requires approval from DELTA’s General meeting. The price agreed (net of selling
costs) is lower than the carrying amount of the Indaver Group as shown in DELTA Group’s financial
statements. The difference between the carrying amount and sales price (net of selling costs) reduces
the goodwill allocated to Indaver as shown in DELTA Group’s balance sheet. In the case of a cashgenerating unit to which goodwill is allocated, the impairment loss is allocated to reduce the goodwill
allocated to the unit and then to reduce the other assets of the unit (IAS 36.104). As a result, the
carrying amount of the 75% share interest in the Indaver Group at 31 December 2014 is consistent with
the sales price (net of selling costs) announced for the 75% interest.
See also note 1B Post-balance sheet events that are material to the financial statements 2014.
74
Windpark Kreekraksluis B.V.
There were no indicators of impairment as regards Windpark Kreekraksluis B.V. On the basis of the
information available in connection with the sale of Windpark Kreekraksluis B.V., its fair value less costs
of disposal exceeds the carrying amount, including the goodwill allocated to this cash-generating unit.
Zeelandnet B.V.
Impairment tests were conducted for the operations of ZeelandNet, with management basing its cash
flow projections on the business plans for 2015-2017. An infinite series was used for the period after this
time horizon, taking into account the available information about market developments. No use was
made of extrapolations with growth rates in excess of inflation.
The impairment tests were conducted using a discount rate, based on debt-to-equity ratios generally
accepted by market participants, more specifically a pre-tax discount rate of 9.9%. No impairment loss
was identified for this CGU.
Software
Investment expenses were lower in 2014 than in 2013, when the new customer registration and
invoicing system for the retail market was implemented. Key investment expenses in 2014 involved
extending and improving the online environment.
Cleaning out fixed assets records
During the year, fixed assets records were cleaned out, with assets that had already been written down
and were no longer serving the production process being deleted from the accounts and records.
75
2. Property, plant and equipment
(EUR 1,000)
Total
Land and
buildings
Plant and
equipment
295,960
1,497,347
Other
assets
Assets under
construction
Third-party
contributions
2013
Carrying amount as at 1 January
Investments
Capitalized interest
Depreciation
Impairments
Disposals
Other investments
1,780,017
162,379
364
(159,409)
(545)
(2,116)
2,895
1,578
(19,632)
(545)
(369)
(3,097)
30,354
(135,098)
(1,526)
123,777
41,497
91,099
21
(10,705)
(18)
33,830
132,424
364
(203)
(154,448)
(145,886)
(1,997)
6,026
2,832
Carrying amount as at 31 December
1,783,585
273,895
1,514,854
64,625
69,236
Carrying amount before deduction of contributions
1,922,610
273,895
1,514,854
64,625
69,236
1,663,888
203,987
1,380,212
75,211
4,478
3,586,498
477,882
2,895,066
139,836
73,714
1,783,585
273,895
1,514,854
64,625
69,236
30,891
(137,838)
176
(15,981)
70,924
(21)
(77)
5,699
(1,477)
50,694
(109)
20,187
(74,483)
4
2,075
Accumulated depreciation and impairment
Acquisition cost as at 31 December
(139,025)
2014
Carrying amount as at 1 January
Investments
Depreciation
Impairments
Disposals
Other investments
103,793
(167,359)
(410)
(4,007)
(1,790)
1,879
(19,218)
(410)
(2,425)
(263)
Carrying amount as at 31 December
1,713,812
253,458
1,457,124
68,898
65,656
Carrying amount before deduction of contributions
1,845,136
253,458
1,457,124
68,898
65,656
1,782,542
223,276
1,494,380
63,566
1,320
3,627,678
476,734
2,951,504
132,464
66,976
Accumulated depreciation and impairment
Acquisition cost as at 31 December
Depreciation periods in years
0 - 40
7 - 40
5 - 15
(139,025)
(131,324)
n/a
76
Investments were significantly lower in 2014 than 2013, when major investments were made in
Windpark Kreekraksluis B.V. (Zeeland).
Investments in plant and equipment (including changes in assets under construction) mainly involved
expanding and replacing gas and power grids (Netwerkbedrijf), extending and renovating waste
processing plants, and investments in EPZ’s nuclear power station.
Investment by type of operation:
Grids
Indaver
EPZ
Energy & Multimedia
EUR 39.4 million
EUR 36.6 million
EUR 19.3 million
EUR 8.5 million
Tolling rights obtained on acquisition and allocated to the relevant production unit are amortised over
the remaining useful life of the operation in question. This led to an amortisation charge of EUR 16
million during the year.
In 2012, an impairment loss was recognised for the write-down of combined heat and power systems
(CHP) and the write-down of a supply connection to an industrial estate. Similar to 2013, a test was
conducted in 2014 to determine whether to reverse the write-down of CHPs on the basis of the portfolio
of CHPs and related contract terms and expected energy price developments. However, no reversal
was in order at year-end 2014 (similar to 2013). The test used a pre-tax discount rate of 8.6%.
The impairment loss on the supply connection, arising from a sharp decline in purchases by businesses
located on the industrial estate, was also maintained. The tests conducted in 2014 did not lead to the
reversal of previous impairment losses.
In accordance with IFRIC 18, third-party contributions to the construction costs of an item of property,
plant and equipment are no longer deducted from the carrying amount of the asset (for which the
contribution was received), and instead are shown within deferred revenue.
Cleaning out fixed assets records
During the year, fixed assets records were cleaned out, with assets that had already been written down
and were no longer serving the production process being deleted from the accounts and records.
77
3. Interests in joint ventures, investments in associates and other
investments
(EUR 1,000)
Carrying amount as at 1 January 2013
Acquisitions
Investments/Disposals
Dividends received
Total
Joint Ventures
Associates
Other Investments
391,642
326,354
52,623
12,665
492
265
227
-
3,817
(33,975)
143
(25,621)
(8,104)
3,674
(250)
41,548
33,411
8,884
(747)
8,998
9,054
Carrying amount as at 31 December 2013
412,522
343,606
53,376
15,540
Carrying amount as at 1 January 2014
412,522
343,606
53,376
15,540
Share of proftis
Other movements
Acquisitions
Investments/Disposals
Dividends received
Share of proftis
Other movements
Carrying amount as at 31 December 2014
(254)
198
-
-
-
3,393
(35,664)
(30,326)
(403)
(5,244)
3,796
(94)
41,209
32,130
7,590
1,489
7,545
8,068
429,005
353,478
(516)
54,803
(7)
20,724
Dividends received mainly comprise the water company Evides, several smaller joint ventures and
associates in the field of energy generation that operate under tolling agreements with DELTA, grids
and waste processing.
Other movements mainly comprise a change in shareholders’ equity of a joint venture and the payments
made into SET (Sustainable Energy Technology) Fund C.V. and SET Fund II C.V., and changes in their
value during the year.
78
3.1 Joint ventures
A summary of the information in the balance sheet and income statement relating to joint ventures
(under IFRS, based on a 100% interest)
EVIDES N.V.
(EUR 1,000)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit form continuing operations
Profit from discontinued operations
Profit for the year
Other comprehensive income
Total comprehensive income
Dividend received by DELTA
Abovementioned income statement consists among others of the following:
Depreciation, amortisation and impairment
External finance income/expenses
Corporate income tax
31-12-2014
31-12-2013
68,188
1,026,690
(178,537)
(460,533)
68,096
1,025,661
(154,133)
(500,555)
2014
2013
296,558
60,731
60,731
60,731
22,400
295,303
56,802
56,802
56,802
23,550
67,068
7,865
1,573
65,837
9,286
1,321
31-12-2014
31-12-2013
Equity
DELTA's interest
Goodwill
455,808
50%
95,502
439,069
50%
95,502
Carrying amount as at
323,406
315,037
79
80
3.2
Associates
A summary of the information in the balance sheet and income statement relating to associates
(based on a 100% interest).
AZN Holding B.V.
(EUR 1,000)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit form continuing operations
Profit from discontinued operations
Profit for the year
Other comprehensive income
Total comprehensive income
Dividend received by DELTA
Equity
DELTA's interest
Goodwill
Other
Carrying amount as at
31-12-2014
31-12-2013
40,000
225,000
(50,000)
(58,597)
29,058
227,222
(38,514)
(79,213)
2014
2013
125,251
21,582
21,582
21,582
1,721
140,000
24,148
24,148
24,148
2,341
31-12-2014
31-12-2013
156,403
20%
8,219
138,553
20%
11,861
39,500
39,572
IHM cvba
(EUR 1,000)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit form continuing operations
Profit from discontinued operations
Profit for the year
Other comprehensive income
Total comprehensive income
Dividend received by DELTA
Equity
DELTA's interest
Goodwill
Other
Carrying amount as at
31-12-2014
31-12-2013
10,038
30,984
(1,836)
(4,779)
10,032
30,379
(1,999)
(6,765)
2014
2013
8,044
1,837
1,837
1,837
309
8,130
1,421
1,421
1,421
457
31-12-2014
31-12-2013
34,407
30%
(747)
31,647
30%
(11)
9,575
9,483
81
Other associates
31-12-2014
(Bedragen x EUR 1.000)
31-12-2013
Profit from continuing operations attributable to DELTA N.V.
Profit from discontinued operations attributable to DELTA N.V.
Other comprehensive income attributable to DELTA N.V.
Total comprehensive income attributable to DELTA N.V.
2,723
2,723
3,628
3,628
Total carrying amount as at
5,728
4,321
3.3 Other investments
All entities presented as other investments are included in the list of non-consolidated companies.
In 2007, as part of the Borssele Agreement, DELTA (with DELTA Investeringsmaatschappij B.V. acting
as limited partner) and Essent (now an RWE company) set up the Sustainable Energy Technology Fund
(SET-Fund I C.V.). Both partners own a 50% interest in the partnership.
Given the Fund’s articles of association and the change in ownership interests in N.V. EPZ, a new fund
(SET-Fund II C.V.) was launched on 23 December 2011. DELTA owned a 69.65% interest and Essent
(RWE) a 29.85% interest in SET Fund II C.V.'s initial share capital. In view of the limited degree of
control, the investments in both entities are classified as financial instruments and stated at fair value.
Due in part to the entry of a new limited partner, DELTA's interest in SET Fund II C.V. (with DELTA
Investeringsmaatschappij B.V. acting as a limited partner) stood at 54.22% as at 31 December 2014.
3.4 Transactions with related parties
Transactions with related parties are recognised if the value of the related party is material to DELTA’s
financial information and sales and purchase transactions, receivables and payables, and loans granted
involve at least EUR 5 million. Transactions with Elsta B.V. are based on tolling agreements (cost-plus
method). Other transactions are at arm’s length.
No provision for bad debts is recognised for amounts owed by related parties because there is no need
to do so. Although DELTA’s shareholders (provincial and municipal authorities) are related parties, no
material transactions are conducted between DELTA and its shareholders. The remuneration paid to
the Executive Board and Supervisory Board is shown within staff costs and other operating expenses.
(EUR 1,000)
Sales
%
Interest
2014
Purchases
2013
2014
Trade receivables
Elsta B.V & Co C.V.
24.75%
Elsta B.V.
25.00%
-
-
25,318
25,315
BMC Moerdijk B.V.
50.00%
1,864
1,767
5,567
5,829
Zebra Gasnetw erk B.V.
33.33%
-
-
408
495
-
IHM cvba
30.00%
283
Vlaamse Milieu Holding N.V.
Evides N.V.
Totaal
Trade payables
Loans granted
Interest
2013 31-12-2014 31-12-2013 31-12-2014 31-12-2013 31-12-2014 31-12-2013
982
983
315
401
na
-
-
-
-
50.00%
-
-
-
-
38,324
39,023
32,094
32,374
266
12
141
2,664
-
-
136
1,054
1,000
12,564
12,703
-
35
9
-
-
379
15
150
-
-
-
-
549
3,735
2014
-
Loans
2013 31-12-2014 31-12-2013
-
-
1,275
-
-
-
-
996
-
-
-
-
-
-
-
-
-
-
20,000
-
-
-
-
-
-
-
9,761
7,975
12,564
12,703
996
1,275
20,000
20,000
20,000
82
3.5 Consolidated company with a significant minority interest (based on a 100% interest)
Indaver Deutschland GmbH
31-12-2014
31-12-2013
Current assets
Non-current assets
Current liabilities
Non-current liablities
Equity attributable to DELTA N.V.
Equity attributable to non-controlling interests
34,329
195,297
(38,633)
(106,551)
43,065
41,377
34,690
209,037
(37,303)
(113,846)
47,273
45,305
Revenue
Costs
Profit for the year
2014
141,865
(148,184)
(6,319)
2013
131,916
(136,537)
(4,621)
Profit attributable to DELTA N.V.
Profit attributable to non-controlling interests
Profit for the year
(3,223)
(3,096)
(6,319)
(2,359)
(2,262)
(4,621)
Other comprehensive income attributable to DELTA N.V.
Other comprehensive income attributable to non-controlling interests
Other comprehensive income
(927)
(890)
(1,817)
(10)
(9)
(19)
Total comprehensive income attributable to DELTA N.V.
Total comprehensive income attributable to non-controlling interests
Total comprehensive income
(4,150)
(3,986)
(8,136)
(2,369)
(2,271)
(4,640)
Dividend paid to non-controlling interests
-
-
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Evolvement cash position during the year
13,636
(5,971)
(10,369)
(2,704)
15,987
(6,739)
(4,948)
4,300
(EUR 1,000)
83
4. Other financial assets
Total
(EUR 1,000)
Carrying amount as at 1 January 2013
Reversal of current portion
New loans
Results
Repayments
Transferred to equity as hedge reserve
Other movements
Carrying amount as at 31 December 2013
Current portion of financial assets
Carrying amount as at 1 January 2014 (long term)
Reversal of current portion
New loans
Results
Repayments
Transferred to equity as hedge reserve
Other movements
Carrying amount as at 31 December 2014
Current portion of financial assets
Carrying amount as at 31 December 2014 (long term)
181,727
4,025
11,702
(7,368)
(3,342)
(235)
10,988
197,497
(1,735)
195,762
1,735
10,586
7,016
(2,555)
2,693
600
215,837
(1,310)
214,527
Loans to joint
ventures and
associates etc.
Deferred tax
asset
Other
financial
assets
14,352
89,094
78,281
3,985
1,257
(2,643)
-
(9,351)
(235)
11,163
40
10,445
1,983
(699)
(175)
16,951
90,671
89,875
(1,585)
-
15,366
90,671
89,725
1,585
184
(1,565)
(1)
(2,368)
150
10,402
9,384
(990)
601
15,569
90,996
(1,300)
-
14,269
90,996
2,693
-
(150)
109,272
(10)
109,262
4.1 Loans to joint ventures, associates etc.
These comprise loans to joint ventures, associates and other investments. Loans are stated at face
value. Subordinated loans amount to EUR 12.5 million.
At year-end 2014, the weighted average interest rate was 6.9% (2013: 6.9%).
4.2 Deferred tax assets
(EUR 1,000)
Intangible assets and property, plant and equipment
Financial assets
Provisions
Unutilised tax losses
Hedge reserve pursuant to IAS39/derivatives
Other
Total deferred tax asset
31-12-2014
28,547
6,570
17,030
29,182
11,474
(1,807)
90,996
31-12-2013
29,419
6,352
18,986
27,177
8,723
14
90,671
The deferred tax asset relating to intangible assets and property, plant and equipment largely arises
from differences between the tax bases and carrying amounts for reporting purposes of assets as at 1
January 1998 (the opening balance sheet for tax purposes for DELTA N.V.)
The deferred tax asset relating to provisions arises from liabilities recognised in the financial statements
which are either not recognised or recognised in a different manner for tax purposes. In all cases, these
are temporary differences which will be reflected in the effective tax rate in the coming years.
84
A deferred tax asset is also recognised for unused tax losses that are expected to be offsettable in the
coming years. The losses are attributable mainly to DELTA N.V. and arose during the period when the
DELTA N.V. fiscal unity comprised all of its Dutch-based wholly-owned subsidiaries.
The deferred tax asset for unused tax losses is measured annually and recognised if it is expected that
the losses can be set off against future taxable profits. On 1 January 2014 (previously 31 December
2013), after consulting the Dutch Tax and Customs Administration, DELTA N.V. formed a fiscal unity for
corporate income tax purposes only with its grid operation subsidiary. Profits made by the grid business
can be set off against losses incurred in the past and attributable to DELTA N.V. Taking into account
known differences between the commercial profit and taxable profit calculations, an estimate was made
of future losses offsettable within the statutory period. A mandatory separation of the grid operations
under the Independent Grid Management Act (Wet Onafhankelijk Netbeheer) could affect the valuation
of this deferred tax asset.
Since 2006, a hedge reserve for unrealised fair value gains or losses on derivatives and trading
contracts has been recognised in compliance with IAS 39/32. A deferred tax asset is recognised for
unrealised fair value gains or losses. At year-end 2014, the hedge reserve was negative (hence an
asset), resulting in a deferred tax asset.
At 31 December 2014, no deferred tax asset was recognised for EUR 118 million in tax loss
carryforwards due to uncertainty over whether and when the unused tax losses or unused tax credits
might be utilised (in the Netherlands or abroad). EUR 34 million in unused tax losses will expire within 5
years. The remaining losses have a carry-forward period of more than five years.
4.3 Other financial assets
At 31 December 2014, other financial assets mainly comprised prepayments. Other financial noncurrent assets also include the Foundation that provides the financial security required by the Nuclear
Energy Act to ensure the presence of sufficient funds to dismantle the nuclear power station after its
expected closure date. Keeping the money in a separate foundation covers the risk of the available
funds being part of the assets of the permit holder in the event of the company going into liquidation.
85
5. Derivatives and risk management
DELTA is involved in gas, electricity, coal, oil, emission and currency trading contracts for the current
calendar year and the following four years. DELTA considers the markets for these commodities to be
liquid over this time horizon because reliable prices are available from brokers, markets, and data
providers. The fair value of commodity contracts is calculated on the basis of these published prices; no
in-house valuation models are used. The monthly, quarterly and annual prices published are adjusted
only to reconcile them with the relative periods in the trade systems.
DELTA uses derivatives, such as interest rate swaps, to hedge its interest rate risk exposure. These
swaps allow a floating rate to be exchanged for a fixed rate.
This section covers the following topics:
5.1 Derivatives
5.1.1
Relationships of derivatives in the financial statements
5.1.2
Derivatives position
5.1.3
Changes in the hedge reserve
5.1.4
Hierarchy of financial instruments
5.2 Risk management
5.2.1
Risk management
5.2.2
Market risks
5.2.3
Liquidity risk
5.2.4
Credit risk
5.1 Derivatives
5.1.1 Relationships of derivatives in the financial statements 2014
Balance of derivatives
(EUR 1,000)
Assets
2014
Assets
2013
Changes in derivatives
Liabilities Liabilities
2014
2013
Change in
2014, assets
Change in
2013, liabilities
Derivatives on the balance sheet (see 5.1.2)
Non-current assets
Current assets
78,679
88,080
(9,401)
187,655
141,856
45,799
266,334
229,936
36,398
Non-current liabilities
133,806
115,839
17,967
Current liabilities
223,978
160,555
63,423
357,784
276,394
81,390
(79,978)
(34,657)
Other balance sheet items relating to derivatives
Hedge reserve (see 5.1.3)
Deferred tax (see 5.1.3)
11474
8723
Non-controlling interest connected with swaps (see 5.1.3)
Subtotal
11,474
8,723
264
(3,192)
(174)
(556)
(79,888)
(38,405)
1,439
2,250
(1,436)
(2,104)
(45,321)
2751
3,456
382
2,751
(41,483)
-
Purchase of interest rate derivatives by DNWB
Changes in equity through profit or loss
Fair value changes in equity through profit or loss
Total
(91)
11,474
8,723
277,808
238,659
(811)
668
524
(615)
(79,976)
(37,735)
2,751
(42,241)
277,808
238,659
39,149
39,149
86
5.1.2 Derivatives position
ASSETS
(EUR 1,000)
Non-current
Current
2013
Commodity contracts
Gas
Electricity
Coal
Oil
Other
Other derivatives
Foreign exchange contracts
2013
2012
52,416
19,579
148
8
33,532
51,502
-
88,605
66,424
3,578
43,946
75,770
4,398
2,981
-
6,520
2,827
29,010
14,715
8
219
38
46
78,679
88,080
187,655
141,856
Interest rate swaps
Total
2012
LIABILITIES
(EUR 1,000)
Non-current
NET
Current
2013
2012
2013
2012
2013
2012
Commodity contracts
Gas
Electricity
Coal
Oil
Other
(55,374)
(27,853)
(175)
-
(30,577)
(47,898)
(2,337)
(1,239)
(114,912)
(59,128)
(17,008)
(243)
-
(50,923)
(64,146)
(13,285)
(84)
(7,261)
(29,265)
(978)
(16,860)
(418)
3,586
(4,022)
15,228
(11,224)
2,897
(8,500)
Other derivatives
Foreign exchange contracts
(11,886)
(6,886)
(25,529)
(17,408)
(1,885)
(6,752)
Interest rate swaps
(38,518)
(26,902)
(7,158)
(7,448)
(45,630)
(34,085)
(133,806)
(115,839)
(223,978)
(160,555)
(91,450)
(46,458)
Total
A loss of EUR 44.2 million (2013: gain of EUR 0.2 million) on these contracts is recognised in the hedge
reserve.
87
5.1.2a Offsetting financial assets
Assets
(EUR 1,000)
Non-current assets
Gross amount
Commodity contracts
Gas
Electricity
Coal
Oil
Other
Other derivatives
Foreign exchange contracts
Interest rate swaps
Total
Offsetting
Current assets
Net amount
Gross amount
Offsetting
Net amount
117,729
136,038
523
2,141
8
65,313
116,459
375
2,141
-
52,416
19,579
148
8
550,816
541,913
45,651
16,204
6,429
462,211
475,489
45,651
16,204
2,851
88,605
66,424
3,578
6,520
-
6,520
29,010
-
29,010
8
-
8
38
-
38
262,967
184,288
78,679
1,190,061
1,002,406
187,655
5.1.2b Offsetting financial liabilities
Liabilities
(EUR 1,000)
Non-current liabilities
Commodity contracts
Gas
Electricity
Coal
Oil
Other
Current liabilities
Gross amount
Offsetting
Net amount
Gross amount
Offsetting
Net amount
(120,687)
(144,311)
(376)
(2,316)
-
(65,313)
(116,458)
(376)
(2,141)
-
(55,374)
(27,853)
(175)
-
(577,124)
(534,617)
(62,659)
(16,446)
(2,851)
(462,212)
(475,489)
(45,651)
(16,203)
(2,851)
(114,912)
(59,128)
(17,008)
(243)
-
Other derivatives
Foreign exchange contracts
(11,886)
-
(11,886)
(25,529)
-
(25,529)
Interest rate swaps
(38,518)
-
(38,518)
(7,158)
-
(7,158)
(133,806)
(1,226,384)
Total
(318,094)
(184,288)
(1,002,406)
(223,978)
88
5.1.3 Changes in the hedge reserve
Changes in the fair value of derivatives after tax of the following derivatives are included in the hedge
reserve. This reserve is not freely distributable. Movements in the hedge reserve in the past two years
are presented below.
(EUR 1,000)
Commodity contracten
Gas
Electricity
Swaps
Coal
Oil
18,997
(6,840)
6,012
33
Foreign
Exchange
CO2
Total
Interest
rate
swaps
Total
2013
Hedge reserve 1-1-2013 (gross)
(11,133)
(18,532)
11,225
(271)
(47,008)
(47,279)
Changes in 2013
Recognised directly in equity
1,994
(9,818)
2,060
(1,563)
(7,443)
(14,737)
Released to income
1,872
(5,287)
6,718
(5,844)
10,811
(6,158)
2,112
Total changes 2013
3,866
(5,254)
(3,100)
(3,784)
9,248
(13,601)
(12,625)
12,776
(7,267)
13,743
(9,940)
2,228
(9,284)
(2,376)
(12,896)
(34,232)
(47,128)
1,817
(3,438)
2,485
3,222
8,693
11,915
-
(5)
-
Hedge reserve 31-12-2013 (gross)
Deferred tax
Non-controlling interest
Hedge reserve at 31-12-2013
(557)
-
2,321
594
-
-
(5)
22,011
(9,235)
561
7,274
(7,123)
151
555
(5,450)
10,300
(7,455)
1,671
(6,963)
(1,782)
(9,679)
(24,978)
(34,658)
(7,267)
13,743
(9,940)
2,228
(9,284)
(2,376)
(12,896)
(34,232)
(47,128)
(65,354)
2014
Hedge reserve 1-1-2014 (gross)
Changes in 2014
-
4,293
11,957
(46,550)
(18,804)
Released to income
7,463
(7,919)
7,232
(2,228)
7,711
1,458
13,717
7,403
21,120
Total changes 2014
(35,031)
(14,240)
(6,753)
(2,228)
12,004
13,415
(32,833)
(11,401)
(44,234)
Hedge reserve 31-12-2014 (gross)
(42,298)
Recognised directly in equity
(42,494)
(6,321) (13,985)
(497) (16,693)
-
2,720
11,039
(45,729)
(45,633)
(91,362)
Deferred tax
-
(264)
-
-
-
-
(264)
11,474
11,210
Non-controlling interest
-
(128)
-
-
-
-
(128)
302
2,720
11,039
(46,121)
Hedge reserve at 31-12-2014
(42,298)
(889) (16,693)
-
(33,857)
174
(79,978)
89
The composition of the hedge reserve in relation to commodities, on a gross basis, at year-end 2014 is
attributable to the years ahead as follows:
Commodities hedge reserve (on a gross basis)
COMMODITY CONTRACTS
(EUR 1,000)
Gas
Electricity
2015
(29,913)
3,967
2016
(8,417)
(4,514)
2017
(3,968)
2018
Total
-
(42,298)
Coal
Oil
(16,693)
Foreign
Exchange
CO2
Total
-
2,711
10,644
(29,284)
-
9
314
(12,608)
142
-
-
-
81
(3,745)
(92)
-
-
-
-
(92)
-
2,720
11,039
(45,729)
(497)
(16,693)
The release from the hedge reserve to profit or loss is shown within gross operating margin.
The timing of expected cash flows does not always coincide with their recognition in the income
statement. This is because some hedges have a ‘timing effect.’ This is the case, for example, with the
majority of gas hedges, in which the gas price for the first quarter of a year can be determined on the
basis of the average oil price over the six months preceding that quarter. The value of the swaps used
in such a hedging relationship, settlement of which takes place in the six months preceding the quarter
in which delivery is made, is recognised in the hedge reserve up to the beginning of the delivery quarter,
with the gain or loss being recognised in profit or loss in the first quarter of delivery. The maximum time
lag on contracts in a hedging relationship is nine months.
During the year, no hedging relationships were discontinued on the basis that an expected transaction
did not go ahead.
5.1.4 Hierarchy of financial instruments
Financial instruments are all recurring valuations, measured at fair value, and classified according to the
following hierarchy as required by IFRS 13 Fair Value Measurement:
Level 1: Level 1 inputs are (unadjusted) prices quoted on active markets for identical assets or liabilities
that the entity can access at the measurement date.
Level 2: Level 2 inputs are inputs other than quoted market prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 2 inputs include:
a)
b)
c)
ii)
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in markets that are not active;
Inputs other than quoted prices that are observable for the asset or liability in question, for
example: i) Interest rates and yield curves that are published on a regular basis
Implied volatilities and iii) credit spreads (differences in interest rates); d) Market-corroborated
inputs.
Level 3: Level 3 inputs are unobservable inputs for the asset or liability.
90
Assets and liabilities measured at fair value
FAIR VALUE HIERARCHY
(EUR 1,000)
Total as at 31
December
2014
Assets
Derivatives
Part of other investments and other
financial assets
Total assets
Equity and liabilities
Derivatives
Put options
Total equity and liabilities
2013
Level 1:
2014
Level 2:
2013
2014
Level 3:
2013
2014
2013
266,334
229,936
-
-
266,334
229,936
-
-
120,221
386,555
95,566
325,502
100,929
100,929
81,236
81,236
266,334
229,936
19,292
19,292
14,330
14,330
357,784
138,732
496,516
276,394
156,905
433,299
-
-
357,784
357,784
276,394
276,394
138,732
138,732
156,905
156,905
Movements in ‘Part of other investments and other financial assets’ in 2014 comprised EUR 24.7
million, EUR 14.6 million of which related to investments/new receivables, and EUR 10.1 million
concerned a gain.
Other investments comprised, inter alia, the share interest in SET Fund C.V. and SET Fund II C.V. (see
also note 3.3).
Other financial assets comprised , inter alia, the Foundation for managing the funds for dismantling the
Borssele nuclear power station (see also note 4.3).
The fair values are based on:
 Measurements in accordance with the International Private Equity and Venture Capital Valuation
Guidelines issued by International Private Equity and Venture Capital (IPEVC) and approved by the
European Private Equity and Venture Capital Association (EVCA);
 Specially established asset funds with their own market value per unit.

A reclassification from level 3 to level 1 occurred on the basis of additional information in 2014. The
reclassification was also applied to the comparatives for 2013. Several assets shown within other
financial non-current assets are measured on the basis of quoted prices in active markets, and hence
are categorised into level 1.
Put options
Put options were granted to minority shareholders in connection with the Indaver acquisition in 2007.
The put options are exercisable in 2015.
The share of the company’s profit attributable to non-controlling interests in Indaver is added to the
obligations relating to the put options.
In view of the agreement reached with Katoen Natie on the sale of DELTA’s 75% share interest in
Indaver, the put option was valued at the price agreed for the 75% interest at 31 December 2014 (see
also 1B Post-balance sheet events that are material to the financial statements 2014)
5.2
Risk management
5.2.1 Risk management
DELTA is involved in international gas and electricity trading. Prices on these international markets
fluctuate strongly. DELTA uses financial instruments to mitigate commodity, foreign exchange, interest
rate, liquidity and credit risks, subject to the conditions laid down in the Risk Policy Document and
Treasury Charter.
Under the auspices of the Executive Board, the Risk Management Committee has put in place general
procedures and limits and is responsible for ensuring that DELTA’s energy trading and sales activities
remain within the defined risk margins.
The following paragraphs describe the different types of risk and the way in which DELTA manages the
related exposures.
91
5.2.2 Market risks
5.2.2.1 Commodity price risk
Market risks arise from price movements in the markets where DELTA buys and sells (gas, electricity,
coal, oil, emission allowances, currencies, transmission capacity, imports/exports capacity, etc.). It is
DELTA’s policy to mitigate the impact of price movements in the short term and track prevailing market
prices in the long term. For systematic risk control purposes, asset allocations and positions are
determined on the basis of expected price developments. These positions are monitored on a daily
basis. Trading risks are mitigated by strictly enforcing a system of limits.
5.2.2.2 Value-at-Risk
DELTA uses the Value-at-Risk (VaR) method to calculate and assess market risks on its commodity
markets. This method involves using various assumptions regarding possible changes in market
conditions. The VaR method is an important tool to assess the company’s exposure to market risk. VaR
identifies the maximum portfolio losses likely to be incurred as a result of price changes over a threeday period with a confidence level of 95% (i.e. in 5% of cases the portfolio losses may exceed the VaR
limit). VaR is calculated using Monte Carlo simulations based on historical volatilities and correlations.
Because portfolios include opposing positions and there is an underlying correlation, the VaR of the
total portfolio is smaller than the sum of sub-portfolio VaRs.
Value at Risk
(EUR 1,000)
Value at Risk
31-12-2013 31-12-2012
Asset Book
Trade Books
Diversification over Books
Total
6,193
994
(1,553)
8,539
1,137
(1,837)
5,634
7,839
VaR is an important tool for DELTA to manage its portfolios and it is therefore calculated and
reported on a daily basis. Although the VaRs for the Asset Book and total portfolio are reported on
a daily basis, they are not used as a management parameter. The Asset Book is hedged on the
basis of a predetermined disposal schedule to establish average market value. Variations from the
disposal schedule fall within the Trade Books, for which VaR is the key measure of risk.
5.2.2.3 Cash flow hedges
DELTA uses financial instruments to minimise fluctuations in expected cash flows. The company
uses derivatives, including forward contracts, options and swaps, to control the effects of future
changes in market prices. These hedging instruments are derivatives of commodities traded by
DELTA and they are entered into to mitigate cash flow, price and currency risks. Hedge accounting
is applied to cushion the total change in value of these derivatives.
To the extent permitted, DELTA accounts for these financial instruments and the physical purchase
and sale contracts in a cash flow hedge in accordance with IAS 39. The hedged item is the future
purchase transaction (power stations, long-term sourcing) or sales transaction for gas or electricity.
92
Cashflow
flow hegdges
hedges electricity and fuel
Cash
AMOUNT AT FAIR VALUE
(EUR 1,000)
2014
2015
2016
2017
Gas forwards
Electricity forwards
Coal swaps
Oil swaps
CO2-forwards
Currency swaps
(28,416)
2,310
(16,747)
(9,849)
(3,831)
(4,243)
206
Total
(30,922)
(13,258)
2014
2015
(8,752)
6,887
(9,264)
2,981
(4,565)
1,525
(15)
3,252
(2,183)
(2,649)
(871)
163
577
-
(11,189)
(2,466)
740
2013
Gas forwards
Electricity forwards
Coal swaps
Oil swaps
CO2-forwards
Currency swaps
Total
1,965
9,966
8
414
2018 and
beyond
Total
(177)
-
(42,508)
(1,492)
(16,747)
1,973
10,558
(3,859)
(177.00)
(48,216)
2016
2017 and
beyond
178
-
-
Total
(8,605)
10,716
(11,447)
2,981
(7,214)
654
Average
price
Contract
value
0.249
44.551
72.227
(254,139)
(105,051)
(67,604)
6.552
0.893
(16,459)
(109,673)
Average
price
0.266
48.395
68.622
626.694
6.832
0.899
Contract
value
(226,135)
(460)
(100,669)
(33,841)
(27,219)
(263,676)
(12,914)
The hedge reserve comprises value changes in derivatives in the period in which they are included in
an effective hedging relationship. Derivatives shown in the analysis of cash flow hedges comprise
derivatives that were part of a hedging relationship as at the balance sheet date.
A mismatch occurs because:
 the analysis of cash flow hedges also includes the ineffective portion of the hedging instrument;
 the gains and losses on the hedging instruments entered into to form a hedging relationship are
also included in the analysis of cash flow hedges;
 the hedge reserve also includes the gains and losses on hedging instruments that were part of a
hedging relationship in the past but were no longer included in a hedging relationship at the end of
the financial year.
The amounts recognised in the hedge reserve take account of the date on which an instrument was
designated as part of a hedging relationship, which may be different from the date of the associated
trade. In addition, the hedge reserve comprises only the effective portion of the total fair value of
hedging instruments recognised in the hedge reserve.
5.2.2.4 Currency risk
Currency risk is the risk that the value of assets will change due to movements in foreign exchange
rates. DELTA’s risk policy is to hedge currency risks associated with positions denominated in foreign
currencies. To hedge this risk, the company uses financial instruments (forward contracts) to minimise
fluctuations in expected cash flows. Currency positions arising from commodity and other contracts are
reported to the Treasury department on a daily basis to be hedged at group level. Currency risk limits
are set periodically in consultation with the Risk Management Committee and are monitored by the
Treasury department.
The following exchange rates against the euro were used to convert currency positions as shown in the
balance sheet:
MIDDLE RATES
US dollar
Pound sterling
31-12-2014
1.2153
0.7797
31-12-2013
1.3770
0.8322
93
5.2.2.5 Interest rate risk
DELTA’s interest rate risk policy is to mitigate the effects of interest rate fluctuations. To hedge this risk,
the company uses derivatives, including interest rate swaps.
Hedged loans
DELTA holds a number of interest rate swaps, all of which were effective at the balance sheet date.
Sensitivity is measured by increasing or reducing the floating spot by 10%. Several of these interest-rate
derivatives can be classified as option contracts, which qualify for the exemption referred to in IAS
39.74. Changes in fair value are accounted for in the hedge reserve, with changes in the time value
being recognised through profit or loss. The table shows the effects of a 10% increase and 10%
decrease compared with the carrying amounts as at 31 December 2014. No Value-at-Risk (VaR) is
calculated for interest rate derivatives.
Sensitivity interest rate
10% increase
(EUR 1,000)
Position as at 31
December
Value based on
yield curve
10% decrease
Increase in value
relative to carrying
amount
Value based on
yield curve
Decrease in value
relative to carrying
amount
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
Derivatives
Derivatives
Deferred tax on derivatives
(45,630)
11,474
(34,084)
8,693
(44,798)
11,266
(31,400)
8,014
832
(208)
2,684
(679)
(46,466)
11,684
(36,768)
9,372
(836)
210
(2,684)
679
Total
(34,156)
(25,391)
(33,532)
(23,386)
624
2,005
(34,782)
(27,396)
(626)
(2,005)
33,857
302
34,159
24,978
561
25,539
33,240
295
33,535
22,982
536
23,518
(617)
(7)
(624)
(1,996)
(25)
(2,021)
34,476
309
34,785
26,972
586
27,558
619
7
626
1,994
25
2,019
1,436
2,104
1,436
2,118
1,436
2,088
0
Interest rate swaps
Hedge reserve
Non-controllig interest
Total
Gains and losses on swaps
Total
0
14
(16)
At 31 December 2014, interest-rate derivatives represented a loss. An upward movement in the yield
curve will reduce this loss.
The hedge reserve relating to interest-rate swaps as at 31 December 2014 constituted a debit item in
equity. An upward movement in the yield curve will reduce the amount of this debit item.
Unhedged loans
If interest rates on unhedged variable-rate loans had been 10% higher or lower at 31 December 2014,
with all other variables remaining constant, the profit or loss (before allowing for non-controlling
interests) would have been EUR 0.5 million per annum lower or higher, respectively.
5.2.3 Liquidity risk
Liquidity risk is the risk that DELTA may have insufficient funds available to meet its liabilities.
DELTA’s capital management policy focuses on centralising its cash management and borrowing and
repayment operations at holding company level (DELTA N.V.) as much as possible. On the basis of its
business plan, the company prepares an annual financing plan to give direction to the activities
undertaken by DELTA N.V.'s Treasury department, and to determine the ratio of short-term to long-term
debt. DELTA also ensures that it more than meets banking ratios and other ratios necessary to
maintain its corporate credit rating and optimise working capital management. It also operates a very
strict policy on issuing guarantees and assuming obligations that carry liquidity risk.
In March 2013, DELTA refinanced its revolving credit facility for a period of five years to March 2018.
The RCF amounts to EUR 450 million. The facility includes an accordion option that allows the principal
to be increased by EUR 50 million. The RCF is partly a standby facility and partly to be used to finance
working capital and absorb seasonal fluctuations. Investments in long-term assets are financed by longterm loans.
94
In 2012, DELTA N.V. obtained EUR 180 million worth of long-term private loans, divided into tranches
with different maturities. In December 2014, the term of one EUR 40 million tranche was extended to
mid-2015 so as to keep the cash position at an appropriate level until it is certain that the sales
proceeds of assets will be received in 2015.
A number of DELTA Group companies have their own financing facilities, more specifically:
1.
Indaver has access to lines of credit to finance its working capital requirements.
At year-end 2014, it had withdrawn EUR 170 million under its existing lines of credit;
1.
DELTA Netwerkbedrijf B.V. has had a separate line of credit since 2010. The amount of the
financing remained unchanged at around EUR 150 million in 2014;
2.
Sloe Centrale B.V. has been financed through project funding. At year-end 2014, an amount of
EUR 192 million was outstanding (based on a 50% share interest).
DELTA saw its credit rating issued by Standard & Poor's downgraded to BBB with a negative outlook in
2014. The downgrade was prompted by a deterioration of the company’s profile, driven in turn by the
deteriorated outlook for the energy industry and adjustments to the regulatory frameworks for both the
grid and water operations. Other reasons included adjustments to the system to allocate debt-related
items, which led to an increase in the company’s debt position.
To provide an insight into DELTA’s liquidity risk exposure, the following table presents the contractual
maturities of its financial obligations:
Contractual maturities of financial obligations as at 31 december 2014
(EUR 1,000)
Trade payables
Interest-bearing loans
Derivatives
Other
Total
Related interest payable
< 1 year
1-5 years
> 5 years
Total
313,626
260,049
223,978
393,442
1,191,095
321,667
133,806
128,688
584,161
134,685
1,602
136,287
313,626
716,401
357,784
523,732
1,911,543
9,676
18,845
4,229
32,750
Contractual maturities of financial obligations as at 31 december 2013
(EUR 1,000)
Trade payables
Interest-bearing loans
Derivatives
Other
Total
Related interest payable
< 1 jaar
1-5 jaar
> 5 jaar
Totaal
341,048
285,799
160,555
278,371
1,065,773
277,570
115,839
286,696
680,105
243,436
1,658
245,094
341,048
806,805
276,394
566,725
1,990,972
11,033
26,239
5,581
42,853
The contractual maturities of financial obligations reflect the expected outgoing cash flows relating to
outstanding financial commitments as at the balance sheet date.
Other contractual maturities mainly comprise deferred revenue, current taxation, and the Indaver put
option.
95
5.2.4 Credit risk
Credit risk is the risk that a counterparty will default on its contractual obligations. In order to mitigate its
credit risk exposure, DELTA has set credit limits for external counterparties. Its internal rating system
sets a credit limit for each external counterparty. The system uses publicly available information about
the companies or guarantors concerned (financial statements, credit ratings, etc.). If the external
counterparty’s or guarantor’s credit rating is not, or no longer, investment grade, no additional credit risk
will be accepted. In 2014, the last few outstanding positions involving a number of such counterparties
were settled, reducing the number of external counterparties with ratings below investment grade
compared with 2013.
The chart below shows the percentage distribution of DELTA’s external counterparties by credit rating
class at 31 December 2014:
AA+ AA
AA-
A+
A
A-
BBB+ BBB
BBB-
BB+
In addition to credit limits based on credit ratings, DELTA uses various other instruments to mitigate
credit risk, including standard contracts and standard terms of business, market trading, end-user
diversification, and additional collateral.
The creditworthiness of end-users is determined on the basis of information from external data
providers. As regards existing customers, their payment record is also taken into consideration when
deciding whether or not to enter into a supply contract. DELTA has hedged its credit risk exposure to
some corporate end-users through credit insurance.
Additional collateral in the form of a bank guarantee, deposit or advance payment is requested where
necessary.
96
6. Inventories
(EUR 1,000)
Raw materials
CO2 rights
Consumables
Finished products
Goods for resale
Total
Less: Provision for obsolescence
Total inventories
31-12-2014
91,915
1,204
5,975
3,836
4,389
107,319
(1,001)
106,318
31-12-2013
71,347
5,883
6,241
4,582
88,053
(608)
87,445
97
7. Receivables
31-12-2014
(EUR 1,000)
31-12-2013
Trade receivables
339,668
384,408
Current tax assets
22,087
24,814
Work in progress for third parties
-
Cash not available on demand
Current portion of long-term loans granted
Other receivables, prepayments and accrued income
Total other receivables
Total receivables (excluding derivates)
202
28,569
1,310
18,555
48,434
26,739
1,735
24,082
52,556
410,189
461,980
Cash not available on demand comprises deposits relating to trading activities.
A provision for possible bad debts totalling EUR 20.5 million (2013: EUR 20.1 million) is recognised for
trade receivables.
Aged analysis of trade receivables
Age
(i n da ys )
31-12-2014
31-12-2013
319,022
15,925
4,038
1,262
19,872
364,254
13,228
2,966
2,450
21,593
Total
360,119
404,491
Bad debt provision
(20,451)
(20,083)
Total trade receivables
339,668
384,408
< 30
31-60
61-90
91-120
> 120
The <30 days bracket includes an amount of EUR 150.6 million (2013: EUR 166,5 million) in
receivables connected with trading operations. Settlement of these accounts always takes place within
one month.
Movements in bad debt provision
(EUR 1,000)
31-12-2014
31-12-2013
Balance as at 1 January
20,083
20,248
Bad debts written off
Added/released
(1,374)
1,742
(2,781)
2,616
Balance as at 31 December
20,451
20,083
98
8. Cash
Cash includes not only cash but also cash equivalents that can be converted into cash with no material
risk of impairment.
(EUR 1, 000)
Deposits
Cash / Bank
Total cash
31-12-2014
87,022
70,822
157,844
31-12-2013
77,130
96,985
174,115
The amounts placed on deposit become available within three months.
99
9. Provisions
Total
(EUR 1,000)
Site
reconstruction
costs
Unprofitable
contracts
Employee
benefits
Carrying amount as at 1 January 2013
567,666
68,990
119,008
5,742
Reversal of current portion of provision
Added
Interest added
Released
Utilised
Other movements
77,996
39,826
18,398
(19,307)
(81,214)
4,330
9,299
89
2,970
(44)
(1,238)
4,329
33,543
17,530
5,765
(17,489)
(40,314)
-
461
5,282
150
(784)
-
Carrying amount as at 31 December 2013
607,695
84,395
118,043
10,851
Current portion of provisions
(85,430)
(10,199)
(29,033)
(2,910)
Carrying amount as at 31 December 2013
522,265
74,196
89,010
7,941
Reversal of current portion of provision
Added
Interest added
Released
Utilised
Other movements
85,430
51,201
21,091
(9,213)
(93,154)
(8,606)
10,199
30
2,715
(7,339)
(8,047)
29,033
13,261
4,352
(7,491)
(37,414)
-
2,910
10,927
154
(2,565)
(1,257)
(89)
Carrying amount as at 31 December 2014
569,014
71,754
90,751
18,021
Current portion of provisions
(64,855)
(7,912)
(38,108)
Carrying amount as at 31 December 2014
504,159
63,842
52,643
(929)
17,092
Dismantling
costs
Other provisions
213,543
160,383
1,370
(328)
4,999
(4)
219,580
(1,664)
217,916
1,664
(2,763)
9,747
(29)
226,535
(10,225)
216,310
33,323
17,253
4,514
(1,770)
(38,878)
1
174,826
(41,624)
133,202
41,624
29,746
4,123
843
(47,115)
(470)
161,953
(7,681)
154,272
The release of provisions scheduled within one year involving an amount of EUR 64.9 million (2013:
EUR 85.4 million) is shown within current liabilities.
Use of inflation expectations
Provisions are measured using an expected annual inflation rate of 2%. The ECB’s policy is to achieve
an annual inflation rate of 2% or just under 2%.
Use of discount rates
The description of provisions specifies the discount rate used for each type of provision. The discount
rates used are based on IAS 37, which, under Measurement of provisions, stipulates that a pre-tax
discount rate should be used that reflects the current market assessments of the time value of money
and the risks specific to the liability. The discount rate should not factor in risks which are already
factored into the estimate of future cash flows.
The discount rate is based on market interest rates (from different sources), plus a mark-up that
depends on the nature, duration, amount and profile of the provision and related cash flow.
100
Provisions amounting to more than EUR 5 million are clarified below.
Environmental costs
Indaver recognises a provision for the capping and aftercare of its current landfill sites. An amount of
approximately EUR 19.6 million is expected to be withdrawn from this provision over the next five years.
The associated costs have been estimated by management using best estimates, based on existing
technology and knowledge of technology developments. A discount rate of 4.0% (2013: 4.0%) was
used.
Indaver recognises a provision of EUR 1.9 million to cover expected costs due to contamination
identified at certain sites.
Unprofitable contracts
In the light of current market prices for electricity (which are under pressure from economic
developments in relation to available production capacity, on the one hand, and the rise in fuel prices
due to growing global demand, on the other), several energy purchase/sales contracts made in the past
are no longer profitable. A provision is therefore recognised for onerous contracts to cover the
unprofitable part of some contracts. Withdrawals are made annually to offset the accumulated negative
gross margin. Profits made by any of the production units involved are added to the provision annually
because of the causal link between those profits and the recognition of the provision. Provisions are
reviewed each year in the light of developments on the electricity and fuel markets, relevant legislation,
and contractual agreements. Movements in electricity and fuel prices are based on the independent
Pöyry mid-price curves.
This provision was calculated at a discount rate of 4.25% (2013: 4.25%).
The provision remaining at 31 December 2014 mainly comprises contracts with a joint operation and
joint venture.
As regards the gas portfolio, a separate review of related gas operations was conducted, given the
strong correlation between the different assets and contracts. The main combined portfolio is the 'gas
flex' portfolio, which consists of gas purchases (contracts and market trading) as fuel to generate power,
and related transmission and storage capacity. The review also considered the assumed proceeds from
gas-fired energy production (Sloe power plant). Movements in gas and electricity prices are based on
the independent Pöyry mid-price curves. The costs of transmission (including the Zuid-Beveland
pipeline) and storage capacity (Zuidwending) are based on long-term contractual arrangements. Other
operations reviewed included the commercial gas customer operations, i.e. the combined heat and
power systems and plants, to the extent that they are gas-fired and their main output is electricity.
The review showed that there was no need to recognise a provision for unprofitable contracts for any of
these (combined) operations.
Employee benefits
These provisions are recognised so as to be able to meet existing future financial obligations. Under the
terms of the collective agreement, employees are paid long-service benefits. From the start date of
employment, a provision is recognised for these benefits, based on past years of service, expected
price and pay rises and probability of dismissals, invalidity and mortality rates. In addition, a provision is
recognised in connection with transitional arrangements for IZA/IZR health insurance schemes (publicsector schemes) for former employees. These transitional arrangements were agreed with the unions in
2006 and cover a period of ten years.
The discount rate is 4.5% (2013: 4.5%). The discount rate remained unchanged because of the longterm nature of these obligations.
This provision also covers liabilities relating to staff redundancies in connection with the closure of
EPZ’s conventional power station on 31 December 2015. In 2014, the decision was made to launch a
restructuring. As regards staff who cannot be relocated to jobs within the Group, their employment
contracts will terminate on 1 January 2016.
101
Negotiations about the details of a Social Plan were still ongoing as at the balance sheet date. The
provision covers the expected costs of terminating the employment contracts, support and coaching
expenses, and direct reorganisation costs.
Demolition of energy generation units
This provision covers the costs of future demolition of units once they stop operating. The expected
ultimate demolition costs are based on the findings of periodic studies, allowing for price developments,
recent insights, and an estimate of potential environmental impacts. The provision for the demolition of
the nuclear power station is structured in such a way that demolition work on the nuclear power station
can start as soon as it stops operating in 2034, in accordance with the arrangements made with central
government under the Borssele Nuclear Power Station Agreement. The provisions are discounted using
a discount rate of 4.5% (2013: 4.5%).
Other provisions
Other provisions comprise
a provision for processing and storage costs. This provision covers current existing obligations. It is
determined as the present value of the estimated future processing and storage costs, less the
estimated present value of the residual products released in future and the net value of the amounts
payable and receivable. The discount rate is 4.5% (2013: 4.5%).
Pension liabilities
Pension liabilities in the Netherlands
Nearly all employees of DELTA Group’s Dutch-based operations are members of the ABP pension fund
(Stichting Pensioenfonds ABP). The ABP plan is a multi-employer plan. The members bear nearly all of
the actuarial and investment risks in the plan. Employers taking part in this plan have no obligation to
make supplementary contributions in the event of a funding shortfall.
Our obligations are limited to paying contributions as determined by the fund. The ABP Board of
Trustees determines this contribution annually, based on its own data and with due observance of the
parameters and requirements set by the regulator, the Dutch Central Bank (De Nederlandsche Bank).
The obligation to pay contributions ensues from DELTA’s participation in the fund during the year and
not from its participation in previous years. For reporting purposes, the ABP plan is classified as a
defined contribution plan. The contributions are therefore recognised as an expense and no further
explanatory notes are required.
Pension liabilities abroad
Indaver provides defined benefit plans for employees of the Indaver holding company and some of its
subsidiaries that were part of the Indaver group before 1 July 2007. They involve two plans
administered by different insurance companies. Indaver also operates unfunded defined benefit plans
for the employees of Indaver Deutschland GmbH in Germany, largely without any assets being held in a
separate fund or an insurance contract being signed for the purpose. Indaver provides defined
contribution plans for new employees who joined the holding company and some of its Belgian-based
subsidiaries after 1 July 2007, and for the employees of Indaver Ireland.
On that basis, Indaver’s long-term pension liabilities were as follows:
(EUR 1,000)
Pension liabilities
Total pension liabilities
31-12-2014
31-12-2013
39,104
31,322
39,104
31,322
In addition, an amount of EUR 0.8 million (2013: EUR 0.8 million) in pension liabilities for Indaver is
shown within current liabilities.
102
Retirement benefit provisions outside the Netherlands (Indaver)
(EUR 1,000)
31-12-2014
31-12-2013
Belgium
Germany
Belgium
Germany
46,667
(26,264)
20,403
20,149
(1,923)
18,226
38,416
(24,114)
14,302
16,792
(1,549)
15,243
1,187
21,590
74
18,300
1,968
457
16,727
190
15,433
40,151
2,507
1,399
2,692
(2,847)
5,539
280
(84)
(324)
(2,100)
2,208
(62)
46,667
16,792
342
619
2,998
(44)
(7)
3,049
(602)
20,149
32,835
2,264
1,354
2,567
(653)
627
2,593
282
(83)
(306)
(497)
38,416
15,594
316
650
835
(464)
1,299
(603)
16,792
23,881
690
927
(237)
2,139
280
(84)
(324)
(2,100)
(30)
1,812
26,264
1,549
13
60
(47)
365
(4)
1,923
21,352
1,276
938
338
2,090
282
(83)
(306)
(497)
24,114
1,427
30
62
(32)
92
1,549
2,507
473
2,980
342
559
901
2,264
416
2,680
315
576
891
1 Net liability
Present value of defined benefit obligation
Fair value of plan assets
Present value of net obligation
Provision for taxes and social contributions *
Defined benefit plan based on simplified actuarial calculation
Net liability on the face of the balance sheet
* From 2014 onw ards, provision for taxes and social contributions is not longer presented seperatly
2 Movements in present value
Defined benefit obligation at beginning of the year
Current servies costs
Interest costs
Actuarial gains and losses
Experience adjustments
actuarial (gains)/losses from changes in demographic assumptions
actuarial (gains)/losses from changes in financial assumptions
Contributions by employees
Costs paid
Insurance premiums paid
Benefits paid
Net transfer in/out
Curtailments and settlements
Defined benefit obligation at end of year
3 Movements in fair value
Fair value of plan assets at beginning of year
Return on plan assets
expected return
gain/(loss)
Contributions by employer
Contributions by employees
Expenses paid
Premiums paid
Benefits paid
Settlements
Other
Fair value of plan assets at end of year
4 Retirement benefit costs
Current services costs
Net interest defined benefit liability
Net benefit expense recognised in staff costs
5 Actuarial valuation assumptions
Employee benefit plan obligations
Discount rate
Future salary increase
Medical costs trend rate
2.75%
3.50%
3.00%
2.75%
2.00%
n/a
3.75%
3.50%
3.00%
3.75%
2.00%
n/a
(6,170)
4,516
488
(3,064)
93
n/a
(5,934)
3,555
349
(2,366)
91
n/a
7,559
(3,946)
(357)
3,988
(87)
n/a
5,281
(4,739)
(266)
3,036
(85)
n/a
6 Actual return on fund investments
The actual return on fund investments in 2014 was EUR 0.7 million (2013: EUR 1.3 million)
7 Sensitivity
1% increase of:
Discount rate
Future salary increase
Medical cost trend rate
1% decrease of:
Discount rate
Future salary increase
Medical cost trend rate
103
10. Movements in long-term debt
(EUR 1,000)
Carrying amount as at 1 January
Loans drawn down
Movements in cross-border leases
Repayments
Current portion
Long-term debt
31-12-2014
31-12-2013
688,202
701,149
21,139
8
(132,078)
47,257
(367)
(59,837)
577,271
688,202
(67,318)
(71,841)
509,953
616,361
Long-term debt comprises amounts owed to credit institutions, EUR 122 million of which falls due after
more than five years. At 31 December 2014, long-term debt carried an average rate of interest of 1.5%
(2013: 1.7%). DELTA has EUR 450 million worth of corporate standby credit facilities with five banks.
No security has been provided for these facilities.
104
11. Other non-current liabilities
(EUR 1,000)
Deferred tax liabilities
Deferred revenue
Indaver put option
Other non-current liabilities
Total other non-current liabilities
31-12-2014
31-12-2013
64,375
84,880
43,007
60,689
87,381
156,905
41,673
192,262
346,648
Deferred tax liabilities
Deferred tax liabilities comprise valuation differences between the commercial balance sheet and tax
balance sheet.
Deferred tax liabilities arise mainly from past acquisitions. When a share interest is acquired, property,
plant and equipment and intangible assets are stated at fair value. Fair-value adjustments are not
allowed for tax purposes, necessitating the recognition of a deferred tax liability for fair value
adjustments to the assets acquired. This tax liability decreases in proportion to the fair-value
adjustments.
A considerable part of deferred tax liabilities comprise property, plant and equipment and intangible
assets relating to the DELTA Com B.V. fiscal unity. After consulting the Dutch Tax and Customs
Administration, DELTA decided to transfer its production and supply operations to this fiscal unity as
of 1 January 2014 (previously 31 December 2013). The fiscal unity’s (i.e. DELTA Com B.V.’s)
deferred tax assets and liabilities are netted. In measuring net deferred tax liabilities, consideration
was given to the extent to which the temporary differences would produce expected economic
benefits and whether temporary differences would be settled net or simultaneously (partly in view of
the statutory time limits on offsetting). Unlike in previous years, the joint valuation of deferred tax
assets and liabilities by and within DELTA Com B.V. led to no deferred tax item being recognised for
unrealised changes in the value of derivatives and trading contracts under IAS 39/32.
Deferred tax liabilities comprised
(EUR 1,000)
Intangible assets
Property, plant and equipment
FVA
Other
Total
31-12-2014
31-12-2013
1,813
90,715
(116)
(28,037)
64,375
2,347
95,638
(37,296)
60,689
Deferred revenue
Deferred revenue partly comprises payments already received for waste that still has to be processed
by Indaver. In 2014 as well as 2013, contributions received from third parties for new investments led to
an increase in deferred revenue from grid operations.
Indaver put option
In 2008, DELTA increased its share interest in Indaver to 75%. In connection with the Indaver
acquisition in 2007, put options were granted to the minority shareholders. These options are
exercisable in 2015, which is why the put option is shown within non-current liabilities as at 31
December 2014.
Other non-current liabilities
These comprise N.V. EPZ’s liability for the costs of the final nuclear fuel load located in the reactor core
when the nuclear power station comes to the end of its lifespan. The liability shown is based on the
known nuclear fuel costs for the final fuel load at year-end 2014, and determined as the present value
(at a discount rate of 4.5%) of the estimated future value of the remaining core, including reprocessing
and storage costs.
105
12. Current liabilities
31-12-2014
(EUR 1,000)
Trade payables
31-12-2013
313,626
341,048
3,474
6,122
Other current tax liabilities
86,154
94,426
Deferred revenue
15,612
15,130
Current tax liabilities
Work in progress for third parties
147
Current portion of provision
Current portion of long-term debt
Put option Indaver
Accruals and deferred income
Other current liabilites
-
64,855
67,318
138,732
84,467
85,430
71,841
76,502
290,517
148,343
Bank borrowings
141,533
120,998
Total current liabilities (excluding derivatives)
915,918
811,497
Other current tax liabilities mainly comprise VAT payable. Current tax liabilities also comprise wage tax
and social security contributions, corporate income tax, and energy taxes payable.
In addition to other current liabilities and accruals and deferred income, current liabilities also include
repayments on long-term loans and withdrawals from provisions scheduled for 2015.
Indaver put option
Put options were granted to the minority shareholders in connection with the Indaver acquisition in
2007. The put options are exercisable in 2015.
The share of the company’s profit attributable to non-controlling interests in Indaver is added to the
obligations relating to the put options.
In view of the agreement reached with Katoen Natie on the sale of DELTA’s 75% share interest in
Indaver, the put option was valued at the price agreed for the 75% interest at 31 December 2014 (see
also 1B Post-balance sheet events that are material to the financial statements 2014).
106
Off-balance sheet assets and liabilities
A summary of off-balance sheet assets and liabilities is given below, to the extent that they have an
estimated (potential) impact on the profit or loss in excess of EUR 5 million.
A. Operational
Energy, energy production and commodities contracts
DELTA’s risk management policy aims to actively control the risk exposures arising from its production
assets and long-term procurement contracts. Positions arising from trading activities are controlled
through a strictly enforced system of limits, using both financial and energy derivatives, including swaps,
options and forwards. Sales contracts included in the portfolio comprise energy supplies to end-users
and trading partners and associated financial instruments. As at the balance sheet date, sales contracts
were worth EUR 1,411 million (2013: EUR 1,314 million).
Procurement contracts included in the portfolio comprise production and purchase contracts with trading
partners and associated contracts for financial instruments. As at the balance sheet date, procurement
contracts were worth EUR 3,039 million (2013: EUR 3,329 million).
Financial instruments are measured on the basis of market values, having regard to transactions
entered into for purposes of physical commodities trading. Major contracts involve existing tolling
liabilities for power stations, related fuel purchases, and gas transmission and storage capacity in the
Netherlands. Loss-making tolling liabilities already provided for in the balance sheet at 31 December are
not included in the liabilities referred to in this section.
Long-term waste processing contracts
Indaver has entered into various long-term contracts for processing waste. At 31 December 2014,
commitments arising from these contracts amounted to EUR 32.1 million (2013: EUR 39.9 million).
These commitments are covered by upfront payments as shown in the balance sheet. In some cases,
clients were granted put options conferring the right to sell part of these rights back to Indaver. No
liability is recognised for these put options because it is considered unlikely that they will be exercised.
Investment commitments
At 31 December 2014, the company’s financial commitments for capital projects under construction
involved an amount of around EUR 55.9 million (2013: EUR 55.5 million).
107
Borssele Agreement
In 2006, an agreement was reached with central government to extend the service life of the nuclear
power station until 2033. As part of the agreement, arrangements were also made in terms of the efforts
which DELTA (and Essent) were to make to embrace and provide technical and financial support for
new renewable energy developments. In addition to purchasing an interest in Sustainable Energy
Technology (SET) Fund C.V., these commitments also comprise investments in additional innovative
projects. In 2012, DELTA acquired an interest in Sustainable Energy Technology (SET) Fund II C.V.
The remaining commitment relating to SET Fund II is EUR 6 million. There is also a re-investment
commitment in relation to a future exit from both SET Funds.
Stranded costs
The Transitional Act for the Electricity Generation Industry (Overgangswet elektriciteitsproductiesector)
came into force on 1 January 2001. Under Section 2 of the Act, Dutch power generation companies are
jointly liable for the costs arising from, inter alia, contracts for gas and electricity imports entered into by
NEA (formerly SEP). These stranded costs are allocated to the different power generation companies
according to a formula adopted at the time by the Herkströter Commission. For EPZ, this comes down
to a sizeable 28.5% share. In recent years, these stranded costs have largely been settled by
commuting import contracts for the supply of electricity. Taking into account NEA’s remaining
shareholders’ equity, the decision was made to continue current policy and not to recognise a provision
for stranded costs.
Cross-border lease on incineration plant
On 17 August 1999, Indaver signed a cross-border lease with a U.S. investor for the use of lines 1 and
2 at its incineration plant in Doel (Belgium). The initial lease term was 25.4 years, with the option to
enter into a maintenance contract for a further 13 years. Under the terms of the lease, Indaver received
USD 135 million on the start date of the lease, USD 129.4 million of which was placed on deposit.
These deposits are hedged by institutions with a high credit rating.
An additional bank guarantee was provided from a reputable bank. At 16 August 2014, the bank
guarantee was USD 47.8 million. Cash collateral was provided in May 2009. At 31 December 2014, the
cash collateral amounted to USD 21.5 million.
B. Collateral and guarantees
DELTA has issued and received financial collateral as security for transactions it has entered into:
Collateral granted
Collateral granted for associates and joint ventures
Other collateral granded
Total collateral granted
Collateral received
Collateral received for associates and joint ventures
Other collatetal received
Total collateral received
Term in years
< 1 year
16,995
32,737
49,732
1 – 5 years
2,833
8,785
11,618
> 5 years
13,726
98,542
112,268
Total
33,554
140,064
173,618
Term in years
< 1 year
16,101
16,101
1 – 5 years
45,971
45,971
> 5 years
139,798
139,798
Total
201,870
201,870
108
Main collateral granted
DELTA has issued guarantees to the Zeeland provincial authorities for financial obligations relating to
the capping of the Koegorspolder and North and Central Zeeland landfill sites. These guarantees
involve a total amount of EUR 22.3 million. Similarly, DELTA has issued EUR 24.6 million worth of
guarantees to the Zuid-Holland provincial authorities for the costs of capping the Derde Merwedehaven
landfill site in Dordrecht.
Indaver has issued EUR 99.5 million worth of bank guarantees, EUR 50.9 million of which relating to the
transport and treatment of waste streams and EUR 35.5 million to a cross-border lease previously
entered into.
Main collateral received
Collateral received comprises EUR 172.8 million in bank and other guarantees received mainly in
connection with DELTA’s trading activities.
EPZ received 21.1 million (70% share) in collateral, mainly in connection with advance fuel payments.
Indaver has received bank guarantees from customers and suppliers totalling EUR 8.0 million.
C. Lawsuits and claims
Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)
The Dutch Minister of Transport approved the plans to split up energy companies on 2 December 2009.
However, on 22 June 2010, the Hague Court of Appeal declared several sections of the Independent
Grid Management Act to be non-binding. In the light of this judgment, the grid and supply operations
were not split off, although the conditions stipulated by the Minister were complied with, where possible
and necessary. The Dutch government took the case to the Supreme Court in an attempt to get the
decision overturned. On 24 February 2012, the Supreme Court referred the case to the European Court
of Justice in Luxembourg. On 14 January 2013, the parties presented their cases at a hearing before
the ECJ. The ECJ issued its ruling on the questions presented in late 2013, after which the case was
referred back to the Supreme Court. The Supreme Court has since adjourned its decision twice. It is
now expected to hand down its decision on 26 June 2015.
In recent years, DELTA has also been involved in two separate lawsuits filed by its former solar power
business partners. The courts have found in favour of DELTA several times. However, our former
partners continue pursuing their cases.
109
Notes to the consolidated income statement
13. Revenue
2014
(EUR 1,000)
Electricity supply
Gas supply
Electricity and gas transport
Cable, internet and telecommunications
Waste management and environmental
services
Other revenue
Total revenue
2013
881,981
268,450
106,411
80,983
970,030
343,938
118,270
78,995
517,041
75,970
514,441
77,919
1,930,836
2,103,593
The growth in revenue from Internet and telephony services continued in 2014, showing an increase of
EUR 2 million. Total revenue from gas and electricity supplies to domestic and small-business users is
partly estimated as staggered meter readings are taken throughout the year (similar to 2013). Gas and
electricity supplies and trading declined due to relatively mild winter conditions in 2014. Despite
increased price pressures, Indaver’s capacity utilisation rates remained at an acceptable level, with
revenues remaining in excess of EUR 500 million.
Revenue can be broken down geographically as follows:
(EUR 1,000)
Revenue per country
2014
2013
The Netherlands
Belgium
Great Britian & Ireland
Germany
Other EU
1,235,967
206,891
121,122
348,744
18,112
1,375,217
217,855
134,685
359,894
15,942
Total
1,930,836
2,103,593
Revenue by country is made up entirely of external revenue. Revenues outside the Netherlands were
generated almost entirely by the energy and waste management operations.
110
14. Cost of sales
DELTA buys part of its electricity requirement from Elsta and BMC Moerdijk, both of which are related
parties (and recognised as joint ventures for reporting purposes) in which DELTA owns a share interest.
The electricity is procured largely on a cost-plus basis.
15. Other gains and losses
Other gains mainly comprise payments received from third parties for services rendered and
compensation payments for losses.
16. Fair value gains and losses on the trading portfolio
DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts
(electricity, gas, coal, and oil). More specifically, the company applies cash-flow hedging, which involves
entering into hedges to mitigate its exposure to variability of existing and future cash flows that could
ultimately affect profit or loss. The hedges are allocated to a specific risk relating to a balance sheet
item or highly probable forecast transaction. The effective portion of fair value changes is recognised in
equity and shown within the hedge reserve. The cumulative amounts recognised in equity are taken to
the income statement in the same period as the hedged transaction. Movements in the value of the
trading portfolio that are not hedged (non-effective hedges) is recognised as a fair value change in profit
or loss.
Movements in energy prices in 2014 led to a net loss on the fair value of the trading portfolio of EUR
33.4 million, EUR 0.6 million of which is expensed and EUR 32.8 million of which is recognised in
equity.
17. Third-party services, materials and other external charges
(EUR 1,000)
Third-party work and services
Consumption of materials
Other external charges
Total
2014
2013
187,361
61,880
26,756
184,751
65,909
37,126
275,997
287,786
Third-party work and services mainly comprises costs associated with electricity, gas and digital
infrastructure. They also comprise ICT costs.
A large part of external charges relates to the operations of Indaver, EPZ and Sloe. Costs of materials
used by Indaver, EPZ and Sloe amounted to EUR 58.5 million in 2014, costs for third-party services
came to EUR 123.0 million, and other external charges totalled EUR 12.2 million.
111
18. Staff costs
(EUR 1,000)
Salaries
Social securities contributions
Pension charges
Other staff costs
Staff costs
Capitalised staff costs
Totaal
Number of employees (FTEs) as at 31 December
Average number of FTEs (related to the above total staff costs)
2014
2013
187,659
31,061
21,442
19,990
260,152
187,109
31,305
21,416
20,438
260,268
(2,108)
(3,543)
258,044
256,725
3,182
3,189
3,216
3,256
The number of FTEs working for DELTA, including all FTEs under the joint arrangements (N.V. EPZ,
Sloe Centrale B.V., SLECO Centrale N.V., and Svex N.V.) totalled 3,349 (2013: 3,394).
FTE average: segment
Energy + Corporate
EPZ
Waste management
Grids and Networks
Total
FTE average: geographical
the Netherlands
Foreign
Total
2014
614
62
351
1,532
630
3,189
2014
1,861
1,328
3,189
DELTA is ‘own risk bearer' in terms of its financial obligations under the Dutch Unemployment Benefit
Act (Werkloosheidwet; WW). This means that it remits no unemployment benefit contributions to the
UWV social security payment agency, and that unemployment benefits paid to former employees will be
claimed back from DELTA. IFRS does not allow a general provision to be recognised for these liabilities.
Instead, DELTA determines for each entity whether current recourse obligations as at the balance sheet
date provide a reason for recognising a separate provision.
112
Remuneration of DELTA N.V.’s Executive Board members registered with the Chamber of
Commerce
The remuneration policy for Executive Board members was adopted by the General meeting on the
recommendation of the Supervisory Board. The Supervisory Board determines the remuneration of the
executive directors annually on the basis of this policy.
The guiding principle of DELTA N.V.’s remuneration policy is that it should allow the company to offer a
competitive pay package to attract and retain people with the right expertise and experience.
The members of the Executive Board are employed on a permanent basis, with the CEO being
appointed for a period of three years and the CFO for a four-year term. Their employment contracts are
drafted accordingly and, in addition to a minimum notice period, provide for severance pay amounting to
a maximum of one year’s salary in line with the Dutch Corporate Governance Code.
No variable pay was agreed with the CEO, Arnoud Kamerbeek, for 2014.
The CFO, Frank Verhagen, is entitled to variable pay, based on a number of agreed targets being
achieved during the year. Variable pay is capped at 30% of the gross fixed annual salary. The targets to
be achieved are defined and set annually by the Supervisory Board and the CEO. These are partly
financial in nature (net profit and cash flows) and partly related to personal targets, personal
performance, and the contribution made to achieving companywide objectives.
The Executive Board members are covered by the same pension plan applicable to all the company’s
other employees, administered by Stichting Pensioenfonds ABP.
Executive Board remuneration
(EUR 1,000)
Gross basic annual salary
Taxed expense allowances
Pension contributions by employer
Variable remuneration
Total
A. Kamerbeek
CEO
F. Verhagen
CFO
383,870
15,853
69,344
469,067
280,000
19,364
60,233
77,700
437,298
On 16 January 2014, Arnoud Kamerbeek was appointed CEO of DELTA N.V.
The variable pay component comprises the amount granted for 2014. On the basis of prior agreements,
Frank Verhagen is entitled to a maximum of 30% variable pay,
92.5% of which has been granted due to agreed targets being achieved. The variable pay component
will be paid in the next financial year.
The total remuneration of the Executive Board members in 2013 amounted to EUR 879,343.
113
19. Depreciation, amortisation and impairment
(EUR 1,000)
2014
2013
Intangible assets
Amortisation
Impairment
12,959
95,129
14,308
-
173,058
410
(5,699)
165,435
545
(6,026)
275,857
174,262
Property, plant and equipment
Depreciation
Impairment
Third-party contributions released
Total
The impairment of intangible assets in 2014 mainly comprised the difference between the selling price
less costs of disposal and the carrying amount of the share interest in Indaver.
114
20. Other operating expenses
(EUR 1,000)
2014
2013
Added to provision for bad debts
Other operating expenses
Added to other provisions
1,742
633
13,903
2,616
3,004
3,717
Total other operating expenses
16,278
9,337
Other operating expenses also comprises the remuneration paid to members of the company’s
Supervisory Board.
Additions to other provisions mainly comprise additions to provisions for EPZ in relation to the nuclear
power station.
Remuneration of the Supervisory Board in 2014
With effect from 1 January 2011, the Supervisory Board consists of a chairman and four members.
Since the chairman stepped down in September 2014, there has been a vacancy on the Supervisory
Board.
Supervisory Board chairman
Supervisory Board members
Audit, Risk & Compliance Committee members
Remuneration Committee and Nomination Committee members
EUR 43,200
EUR 27,000
EUR 5,400
EUR 3,240
The total remuneration of Supervisory Board members in 2014 amounted to EUR 154,685
(2013: EUR 161,100).
115
21. Share of profits in joint ventures and associates
This comprises DELTA’s share of profits in joint ventures and associates.
In 2014, the company’s share of profits in joint ventures and associates was EUR 41.2 million, virtually
unchanged from 2013 (EUR 41.5 million).
116
22. Net finance income (expense)
(EUR 1,000)
External finance income
External finance expense
Interest added to provisions
Other finance income (expense)
Capitalised interest
Total finance income (expense)
2014
2013
2,977
(24,311)
(21,090)
9,688
(32,736)
3,709
(26,602)
(18,398)
1,343
(39,948)
(32,736)
364
(39,584)
At EUR 24.3 million, finance expenses were down EUR 2.3 million on 2013, driven mainly by lower debt
in 2014.
117
23. Corporate income tax
(EUR 1,000)
Corporate income tax
Current corporate income tax liability
Movements in deferred tax assets and liabilities
Total tax
Of which reported under discontinued operations
Tax expense recognised in profit or loss
2014
2013
(11,194)
(4,766)
(15,960)
-
(1,834)
(953)
(2,787)
491
(15,960)
(3,278)
Current corporate tax liability
The reconciliation of the profit before tax and the actual taxable amount with the resulting tax burden, is as
follows:
Result before corporate tax (including discontined operations)
Substantial-holding privilege
Temporary differences connected with carrying amounts of assets
and provisions (incl. VAMIL)
Other differences
Taxable amount, Netherlands
172
(94,902)
83,519
(98,422)
67,476
2,822
(38,094)
1,577
(24,432)
(51,420)
Standard tax rate in the Netherlands as from 2011
25.00%
25.00%
Tax for the year
Adjustment for prior years
Taxes domestic joint operations (IFRS 11)
(1,178)
8,267
(3,744)
Tax paid by subsidiaries outside the Netherlands
(10,016)
(6,356)
Current corporate income tax liability
(11,194)
(1,833)
Movements in deferred tax assets and liabilities
The tax income results from differences between the reported profit and the profit calculated for tax purposes
plus utilisation of tax loss caffyforwards
Applicable tax loss carryforwards
Temporary differences
Movements in deferred tax for deductible tax losses
Movements in deferred tax for deductible tax in current year
3,283
(8,464)
6,460
(4,755)
6,317
(8,957)
643
Adjustment for prior years
(1,344)
Changes in deferred tax position related to domestic joint operations
(IFRS 11)
Changes in deffered tax position related to foreign consolidated and
partial consolidated companies
(3,395)
(1,284)
3,450
(4,765)
2,328
(953)
118
Movements in deferred tax assets and liabilities
(EUR 1,000)
Net 31-12-2013
Recognised in
Recognised in unrealised gains
result
and losses
Net 31-12-2014
Intangible Assets and Property, plant and equipment
Financial assets
Provisions
Unutilised tax losses
Hedge
Other
(68,566)
6,462
53,804
27,177
11,945
(840)
4,584
223
(13,012)
5,287
(1,847)
2,110
(735)
30
(63,982)
6,685
42,902
32,464
11,210
(2,657)
Total
29,982
(4,765)
1,405
26,623
Recognised under other assets
Recognised under other liabilities
90,671
(60,689)
90,996
(64,375)
Total
29,982
26,621
Conciliation of current and effective tax rates
31-12-2014
(EUR 1,000)
Tax at applicable rate
Profit before tax
Applicabel rate (NL)
Impact through substantial-holding privilege
Impact tax paid by subsidiaries outside the Netherlands
Impact of tax rate applicable in other jurisdictions calculation of
deferred taxes
Amount
%
(43)
172
31-12-2013
Amount
%
(20,880)
83,519
25%
25%
7,898
3,478
8,555
6,927
397
436
Impact of non-deductible amounts (including goodwill impairment)
(25,417)
(1,744)
Impact of repossessed or use unrecognized tax losses
Impact of adjustment of prior years
Other
Taxes at effective tax
(1,222)
(1,341)
291
(15,959)
(6,538)
10,710
(253)
(2,787)
119
24. Assets held for sale and discontinued operations
Discontinued operations in 2014 comprised a further EUR 0.6 million in proceeds from the sale of
DELTA’s share interest in Fesil Sunergy AS in 2012. Also in 2014, proceeds were recognised for assets
and liabilities of DELTA Industriële Reiniging B.V. which had not been included in the sale of its
operations in 2013. Total cash flow from operating activities for discontinued operations amounted to
EUR 0.6 million. These proceeds are shown within the line item other movements.
24.1 Income statement
The combined effect of the above activities on DELTA’s income statement is as follows:
(EUR 1,000)
2014
2013
Profit before tax
Income tax
642
-
(1,196)
491
Profit for the year
642
(705)
The loss on discontinued operations in 2013 was largely attributable to the settlement of the assets and
liabilities of DELTA Industriële Reiniging B.V.
120
Notes to the consolidated cash flow statement
The cash flow statement has been prepared according to the indirect method. Given that a number of
items in the income statement and balance sheet generate no direct cash-flow effects, cash flows for
these items have been neutralised. This essentially concerns three items:
Treatment of derivatives
Fair value gains and losses on the trading portfolio lead to current and non-current movements in assets
and liabilities in the balance sheet. Some of these gains and losses are also partly included in the
operating profit or loss, and some in the hedge reserve as part of group equity. However, none of these
changes generate a direct cash flow. This is why all changes are recognised in the cash flow from
operating activities so that positive and negative changes cancel each other out.
Share of profits in joint ventures and associates
Share of profits in joint ventures and associates is only partly distributed as dividends. The undistributed
profits lead to an increase in the entity’s shareholders’ equity and, accordingly, to a movement in
financial fixed assets in DELTA’s balance sheet. The decision was therefore made to recognise only the
actual dividends received in the cash flow.
Corporate income tax
Profit after taxation takes into account not only corporate income tax payable on the pre-tax profit, but
also deferred tax assets and liabilities arising from unused tax losses and the agreement with the Dutch
Tax and Customs Administration regarding the opening balance sheet for tax purposes in 1998.
Because they generate no actual cash flows, movements in deferred tax assets and liabilities are
eliminated from the cash flow.
The cash flow from operating activities declined in 2014, due to lower movements in working capital.
Capital expenditure was significantly lower than in 2013, when major investments were made in the
Kreekraksluis wind farm and a fermentation plant in Alphen aan den Rijn.
121
Post-balance sheet events
Progress on the sale of Indaver N.V. and Windpark Kreekraksluis B.V.
DELTA is selling two of its business divisions, more specifically its 75% (rounded-off) share interest in
Indaver N.V. and its 100% stake in Windpark Kreekraksluis B.V. The events after the balance sheet
date relating to the sale of both entities are explained in section 1B.
The sale of the share interest in Indaver N.V. will be discussed by the General meeting on 4 June 2015.
The shareholders authorised the sale of the Kreekraksluis wind farm on 9 March 2015.
Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)
Details of the legal proceedings pending on this issue are given in Off-balance sheet assets and
liabilities, C - Lawsuits and claims. The Dutch Supreme Court is expected to hand down its decision on
26 June 2015.
Agreement with Dow Terneuzen on the sale of a combined heat and power plant
Agreement has been reached with Dow on the sale of the ‘Elsta’ combined heat and power plant which
they use in their production process. Title will be transferred on expiry of the contractual term in 2018.
Aside from the events described above, there were no events after the balance sheet date.
122
Consolidated companies
Company
Main activity
Headquarters
Interest in company
31-12-2014
31-12-2013
Voting
rights
Zeeuwse Netwerkholding N.V.
Grids and networks
Middelburg
100%
100%
100%
DELTA Netwerkbedrijf B.V.
Grids and networks
Middelburg
100%
100%
100%
DELTA Infra B.V.
Infrastructural
Middelburg
100%
100%
100%
DNWG Staff B.V.
Other
Middelburg
100%
DELTA Personeel B.V.
Other
Middelburg
100%
100%
100%
Energy
Middelburg
100%
100%
100%
Energy
Middelburg
100%
100%
100%
Energy
Middelburg
100%
100%
100%
Energy
Middelburg
100%
100%
100%
Deltius B.V.
Energy
100%
100%
100%
Windpark Kreekraksluis B.V.
Energy
Ritthem
Middelburg
100%
100%
100%
DELTA Tolling Sloe B.V.
Energy
Middelburg
100%
100%
100%
DELTA Saefthinge N.V.
Energy
Doel, Belgium
99.9%
99.9%
99.9%
Limo Energie Nederland B.V.
Energy
Middelburg
100%
100%
100%
Litro Energie Nederland B.V.
Energy
Middelburg
100%
100%
100%
DELTA Energy Belgium N.V.
Energy
Doel, Belgium
99.9%
99.9%
99.9%
Windpark Barrepolder B.V.
Energy
Middelburg
100%
Multimedia
100%
100%
100%
Multimedia
Middelburg
Middelburg
100%
100%
100%
Multimedia
Kamperland
100%
100%
100%
Bergen op Zoom
100%
100%
100%
DELTA Com B.V.
DELTA Energy B.V.
DELTA Ficus Holding B.V.
DELTA Pipe B.V.
DELTA Comfort B.V.
DELTA Kabelcomfort Netten B.V.
ZeelandNet B.V.
DELTA Industriële Reiniging B.V.
n/a
n/a
100%
100.0%
DELTA Investerings Maatschappij B.V.
Other
Middelburg
100%
100%
100%
DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V.
Other
Middelburg
100%
100%
100%
Stichting DELTA Zeeland Fonds
Other
Middelburg
100%
100%
100%
DELTA Development & Water B.V.
Middelburg
100%
100%
100%
Triqua B.V.
Wageningen
100%
100%
100%
DELTA Biovalue B.V. (declared bankrupt)
Eemshaven
100%
100%
100%
DELTA Biovalue Nederland B.V. (declared bankrupt)
Eemshaven
100%
100%
100%
DELTA Biopat B.V. (declared bankrupt)
Eemshaven
100%
100%
100%
Middelburg
100%
100%
100%
Middelburg
100%
100%
100%
DELTA Solar B.V.
Sunergy Investco B.V.
Shareholding of the parent company in the entity
123
Consolidated companies (continued)
Company
Main activity
Headquarters
Interest in company
31-12-2014
Indaver N.V.
Voting
rights
31-12-2013
Waste
Belgium
75%
75%
75%
Indaver Participaties N.V.
Other
Belgium
99.9%
99.9%
99.9%
Indaver Logistics N.V.
Waste & Transport
Belgium
99.9%
99.9%
99.9%
Indaver Medical Services N.V.
Other
Belgium
99.9%
99.9%
99.9%
Indaver Italia S.R.L.
Waste
Italy
100%
100%
100%
Indaver Ireland Ltd
Waste
Ireland
100%
100%
100%
Other
Ireland
100%
100%
100%
Other
the Netherlands
100%
100%
100%
Indaver Gevaarlijk Afval B.V.
Waste
the Netherlands
100%
100%
100%
Indaver Personeel B.V.
Other
the Netherlands
100%
100%
100%
Indaver ARP B.V.
Waste
the Netherlands
100%
100%
100%
Indaver Compost & Biomassa B.V.
Waste
Terneuzen
100%
100%
100%
Indaver Bio Energie B.V.
Waste
Terneuzen
100%
100%
100%
Indaver Groencompost B.V.
Waste
Terneuzen
100%
100%
100%
Waste
100%
100%
100%
Waste
Terneuzen
's-Gravenpolder
100%
100%
100%
Waste
Westerlo, Belgium
100%
Zeeuwse Reinigingsdienst B.V.
Waste
Terneuzen
99%
99%
99%
Indaver Verwerking B.V.
Waste
Terneuzen
100%
100%
100%
Indaver Recycling B.V.
Waste
Terneuzen
100%
100%
100%
Indaver Perex B.V.
Waste
Terneuzen
100%
100%
100%
Indaver Afvalberging B.V.
Waste
Terneuzen
100%
100%
100%
Derde Merwedehaven B.V.
Waste
Terneuzen
100%
100%
100%
Stortplaats Koegorspolder B.V.
Waste
Terneuzen
100%
100%
100%
Stortplaats Noord en Midden Zeeland B.V.
Waste
Terneuzen
100%
100%
100%
Waste
Terneuzen
100%
100%
100%
Waste
Terneuzen
100%
100%
100%
Other
Terneuzen
100%
100%
100%
Indaver Portugal SA
Waste
Portugal
100%
100%
100%
Indaver Schweiz AG
Other
Switzerland
100%
100%
100%
Indaver UK Ltd
Waste
UK
100%
100%
100%
Indaver Deutschland GmbH
Other
Germany
51%
51%
51%
SAV Zweite Beteiligungs GmbH & Co. KGHIM GmbH
Other
Germany
94.90%
94.90%
94.90%
AVG Abfall-Verwertungs-Gesellschaft GmbH
Waste
Germany
99.74%
99.74%
99.74%
Waste & Transport
Germany
100%
100%
100%
Waste
Germany
93.83%
93.83%
93.83%
Panse Wetzlar Entsorgung GmbH
Waste & Transport
Germany
100%
100%
100%
DE Ingenieurgesellschaft mbH
Other
Germany
100%
100%
100%
N.V. EPZ
Energy
Borsele
70%
70%
70%
Sloe Centrale Holding B.V.
Energy
Vlissingen
50%
50%
50%
Energy
Vlissingen
100%
100%
100%
SLECO Centrale nv
Waste
Belgium
50%
50%
50%
Svex nv
Waste
Belgium
50%
50%
50%
Indaver Energy Ltd
Indaver Nederland B.V.
Indaver Compost B.V.
Indaver Impex B.V.
Produval bvba
Indaver Waste to Energy B.V.
Depmer B.V.
Indaver Afval & Milieu Personeel B.V.
Gareg Umwelt-Logistik GmbH
HIM GmbH
n/a
100%
Joint arrangements
Joint operations
DELTA Energy B.V.:
Sloe Centrale B.V.
Indaver N.V.:
Shareholding of the parent company in the entity
124
Non-consolidated companies
Non-consolidated companies
Company
Main activity
Headquarters
Interest in company
31-12-2014
31-12-2013
Voting
rights
Joint arrangements
Joint Ventures
DELTA Energy B.V.:
Sloewind B.V.
Energy
Middelburg
50.00%
50.00%
50.00%
Windpark Distridam vof
Energy
Terneuzen
50.00%
50.00%
50.00%
PVNed Holding B.V.
Energy
Middelburg
50.00%
50.00%
50.00%
PVNed B.V.
Energy
Middelburg
100.00%
100.00%
100.00%
Arbel N.V. (Belgium)
Energy
Mechelen, Belgium
PVNed UK Ltd
Energy
UK
BMC Moerdijk B.V.
Energy
Sloe Centrale 3 B.V.
Energy
Windpark Kloosterboer B.V.
NPG Willebroek N.V.
99.90%
99.90%
99.90%
100.00%
100.00%
100.00%
Moerdijk
50.00%
50.00%
50.00%
Middelburg
50.00%
50.00%
50.00%
Energy
Middelburg
50.00%
50.00%
50.00%
Energy
Antwerpen, Belgium
50.00%
n/a
50.00%
Waste
Belgium
50.00%
50.00%
50.00%
Gesellschaft für die Verwertung von Sonderabfallen mbH& Co. KG Waste
Germany
50.00%
50.00%
50.00%
Gesellschaft für die Verwertung von Sonderabfallen mbH
Waste
Germany
50.00%
50.00%
50.00%
Waste
Well, Limburg
50.00%
50.00%
50.00%
Waste
Well, Limburg
100.00%
100.00%
100.00%
Evides N.V.
Water
Rotterdam
50.00%
50.00%
50.00%
Elsta B.V.
Energy
Middelburg
25.00%
25.00%
25.00%
Elsta B.V. & Co C.V.
Energy
Middelburg
24.75%
24.75%
24.75%
Indaver N.V.:
Wips N.V.
HIM GmbH:
Indaver Bio Energie B.V.:
Ecofuels B.V.
Laarakker Landbouw B.V.
DELTA N.V.:
Shareholding of the parent company in the entity
125
Company
Main activity
Headquarters
Interest in company
31-12-2014
Voting
rights
31-12-2013
Associates
DELTA Netwerkbedrijf B.V.:
Zebra GasNetwerk B.V.
Grids and networks
Middelburg
33.33%
33.33%
33.33%
Zebra Activa B.V.
Grids and networks
Middelburg
100.00%
100.00%
100.00%
Grids and networks
Middelburg
Grids and networks
Vught
Grids and networks
Windpark Neeltje-Jans B.V.
Windpark Zeeland 1 B.V.
Zebra Pijpleiding vof
33.33%
33.33%
33.33%
100.00%
100.00%
100.00%
Middelburg
66.67%
66.67%
66.67%
Energy
Veere
40.00%
40.00%
40.00%
Energy
Vlissingen/Kapelle-Schore
40.00%
40.00%
40.00%
NPG Willebroek N.V.
Energy
Antwerpen, Belgium
n/a
49.00%
WT I B.V.
Other
Amersfoort
40.00%
40.00%
40.00%
IHM cvba
Waste
Belgium
30.00%
30.00%
30.00%
Ibogem cvba
Waste
Belgium
35.12%
35.12%
35.12%
Intercommunale vereniging Verko N.V.
Waste
Belgium
39.90%
39.90%
39.90%
Ecowest N.V.
Other
Belgium
42.61%
42.61%
42.61%
Sita Decontamination Services N.V.
Waste
Belgium
26.00%
26.00%
26.00%
Ecov N.V.
Other
Belgium
50.00%
50.00%
50.00%
Ivago cvba
Waste
Belgium
49.90%
49.90%
49.90%
N.V. Brussel Compost
Waste
Belgium
40.00%
40.00%
40.00%
Entrade Pipe B.V.
Zebra Pijpleiding vof
DELTA Energy B.V.:
n/a
Indaver N.V.:
Indaver Participaties N.V.
Indaver Nederland B.V.:
AZN Holding B.V.
Waste
Wijster
20.00%
20.00%
20.00%
B.V. Grondbezit AVI Moerdijk
Other
Moerdijk
100.00%
100.00%
100.00%
B.V. Grondbezit AVI Moerdijk II
Other
Moerdijk
100.00%
100.00%
100.00%
N.V. AZN
Waste
Moerdijk
100.00%
100.00%
100.00%
Grids and networks
the Netherlands
1.65%
1.65%
1.65%
Other
the Netherlands
5.00%
5.00%
5.00%
Sustainable Energy Technology Fund C.V.
Other
the Netherlands
49.93%
49.93%
49.93%
Sustainable Energy Technology Fund II C.V.
Other
the Netherlands
54.22%
60.28%
54.22%
Business Park Terneuzen B.V.
Other
the Netherlands
15.00%
15.00%
15.00%
Zeeland Airport B.V.
Other
the Netherlands
18.80%
18.80%
18.80%
B.V. NEA
Energy
Arnhem
28.50%
28.50%
28.50%
Electrorisk Verzekeringsmaatschappij N.V.
Energy
Arnhem
4.13%
4.13%
4.13%
Vliegasunie B.V.
Energy
Nieuwegein
14.29%
14.29%
14.29%
KSG Kraftwerks-Simulator-Gesellschaft mbH
Energy
Germany
2.05%
2.05%
2.05%
GfS Gesellschaft für Simulatorschulung mbH
Energy
Germany
2.05%
2.05%
2.05%
Waste
Belgium
34.96%
34.96%
34.96%
11.93%
Others
DELTA Netwerkbedrijf B.V.:
Energie Data Services Nederland B.V.
DELTA N.V.:
Synergia Capital Partners B.V.
DELTA Investerings Maatschappij B.V.
N.V. EPZ:
Indaver N.V.:
Vlar Papier N.V.
Ecowest N.V.
Waste
Belgium
11.93%
1.50%
Ivvo cvba
IVIO cvba
Waste
Belgium
3.46%
3.46%
Ecluse cvba
Waste
Belgium
33.33%
n/a
33.33%
Waste
Belgium
33.33%
n/a
33.33%
Waste
Germany
0.036%
0.036%
0.036%
3.46%
Sleco Centrale N.V.:
Ecluse cvba
Indaver Deutschland GmbH:
GSB Sonderabfall-Entsorgung Bayern GmbH
Shareholding of the parent company in the entity
126
Company financial statements
2014
127
Company balance sheet as at 31 December 2014
(before profit appropriation)
(EUR 1,000)
Ref. nr
31-12-2014
31-12-2013
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Financial assets
Investments in subsidiaries
Other investments
Receivables from subsidiaries
Loans to other investment entities
Other loans
Deferred tax assets
1
2
3
3
3
3
3
4
864
11,907
837,768
341,969
68,490
457
60
58,897
1,515
22,287
952,987
332,052
60,619
457
9
50,903
1,307,641
1,320,412
Current assets
Receivables from subsidiaries
Other receivables
5
203,112
2,770
Cash
1,397,027
1,420,829
177,762
4,141
205,882
181,903
419
7,676
1,526,713
1,610,408
EQUITY AND LIABILITIES
Shareholders' equity
Shareholders' equity
Profit for the year
6
6
Provisions
7
Non-current liabilities
Payables to subsidiaries
Other non-current liabilities
8
1,100,608
3,760
1,093,289
74,788
1,104,368
1,168,077
1,396
3,493
174,497
240,624
174,497
Current liabilities
Payables to subsidiaries
Other payables
9
157,322
89,130
240,624
130,093
68,121
246,452
198,214
1,526,713
1,610,408
128
Company income statement
(EUR 1,000)
2014
2013
Profit on parent company activities
Share in profits of subsidiaries, joint
ventures and associates
(559)
(637)
Profit for the year
4,319
75,425
3,760
74,788
Notes to the company financial statements
DELTA N.V. is the Dutch-based holding company of a number of group companies involved in
generating, transmitting and supplying energy and delivering environmental and cable services. The
company’s functional currency is the euro. Unless otherwise stated, all amounts are presented in
thousands of euros. DELTA N.V. used the option available under Part 9, Book 2, of the Dutch Civil
Code to prepare the company financial statements in accordance with the International Financial
Reporting Standards used in the consolidated financial statements, with the exception of equityaccounted group companies and investments. The company income statement is presented in abridged
form in accordance with Section 402, Part 9, Book 2, of the Dutch Civil Code.
Accounting policies
Associates and joint ventures are measured according to the equity method and stated at net asset
value (in accordance with IFRSs applied to the consolidated financial statements), adjusted for goodwill
paid on acquisition and less any impairment losses on goodwill. No account is taken of non-controlling
interests and the Indaver put option, which is shown within other current liabilities in the consolidated
financial statements. Relevant adjustments are made to the value of the group company concerned. For
the other accounting policies, please refer to the notes to the consolidated financial statements.
129
Notes to the company balance sheet
1. Intangible assets
(EUR 1,000)
Total
Software
2013
Carrying amount as at 1 January
Amortisation
Other movements
Carrying amount as at 31 December
2,397
(464)
(418)
2,397
(464)
(418)
1,515
1,515
1,515
1,515
2014
Carrying amount as at 1 January
Amortisation
Other movements
Carrying amount as at 31 December
Amortisation period in years
(21)
(630)
(21)
(630)
864
864
5
130
2. Property, plant and equipment
Total
(EUR 1,000)
Land and
buildings
Plant and
equipment
Other assets
Assets under
construction
Third-party
contributions
2013
Carrying amount as at 1 January
Investments
Depreciation
Disposals
Other movements
26,681
28
(789)
(12)
(1,324)
19,108
6
(658)
(455)
6,245
(661)
1,290
22
(131)
(12)
(99)
756
(718)
(159)
50
(668)
Carrying amount as at 31 December
24,584
18,001
5,584
1,070
597
Carrying amount before deduction of contributions third-party contributions
25,252
18,001
5,584
1,070
597
Accumulated depreciation and impairment
Acquisition cost as at 31 December
97,809
26,126
51,815
19,868
123,061
44,127
57,399
20,938
597
24,584
18,001
5,584
1,070
597
(668)
(56)
(52)
91
(597)
48
962
91
(620)
91
2014
Carrying amount as at 1 January
Investments
Depreciation
Disposals
Other movements
91
(693)
(1,695)
(637)
(450)
(644)
Carrying amount as at 31 December
22,287
16,914
Carrying amount before deduction of contributions third-party contributions
22,907
16,914
4,940
962
Accumulated depreciation and impairment
98,502
26,763
51,815
19,924
121,409
43,677
56,755
20,886
Acquisition cost as at 31 December
Depreciation periods in years
0 - 40
4,940
7 - 40
5 - 15
91
n/a
Property, plant and equipment mainly comprises investments in premises. The sale of buildings to
DELTA Infra B.V. is shown within disposals.
Cleaning out fixed assets records
During the year, fixed assets records were cleaned out, with assets that had already been written down
and were no longer serving the production process being deleted from the accounts and records.
131
3. Financial assets (excluding tax assets)
Total
Investments in
subsidiaries
(EUR 1,000)
Carrying amount as at 31 December 2012
Reversal of current portion
1,347,659
(110)
1,028,770
Other
investments
318,001
Receivables
from
subsidiaries
Receivables
from other
investment
-
600
-
-
-
-
Other
receivables
288
(110)
Acquisition/grant of loans
50,205
-
-
50,200
-
Share in profits
75,425
40,341
35,084
-
-
(124,841)
(110,808)
(23,610)
10,419
(5,305)
(5,305)
-
-
-
-
2,578
-
-
525
Disposals / repayments / dividends
Movements in hedge reserve
Other movements
Carrying amount as at 31 December 2013
Reversal of current portion
3,091
1,346,124
(12)
952,987
332,052
5
-
(143)
(699)
60,619
457
9
425
-
-
-
285
140
18,131
-
-
17,981
150
-
4,319
(32,937)
37,256
-
-
-
Disposals / repayments / dividends
(76,879)
(37,902)
(27,743)
(10,110)
Movements in hedge reserve
(45,320)
(45,320)
-
-
Acquisition/grant of loans
Share in profits
Other movements
Carrying amount as at 31 December 2014
1,944
940
404
1,248,744
837,768
341,969
68,490
(434)
-
(690)
-
(1)
457
601
60
The hedge reserve declined during 2014. Movements in the hedge reserve do not comprise
corresponding deferred taxes.
132
4. Deferred tax assets
Deferred tax assets arise from differences between the carrying amount in the financial statements and
the corresponding tax base. Deferred tax assets also comprise unused tax losses.
5. Other receivables
(EUR 1,000)
Trade receivables
Total current taxes
Other receivables, prepayments and accrued income
Current portion of long-term loans granted
Other receivables
Total
31-12-2014
31-12-2013
395
631
2,079
2,348
286
10
296
727
435
1,162
2,770
4,141
133
6. Statement of changes in equity
(EUR 1,000)
Carrying amount as at 31 december 2012
Profit appropriation for 2012
Total Paid-up capital
1,132,619
6,937
Statutory
reserve
Hedge
reserve
Revaluation
Unappropriated
reserve Other reserves
profit
225,828
(34,317)
(3,132)
863,466
73,837
-
-
-
-
-
33,837
(33,837)
(40,000)
-
-
-
-
-
(40,000)
1,011
-
(10,962)
-
(1,592)
13,565
-
Movement in hedge reserve
(3,321)
-
-
(3,321)
-
-
-
Corporate income tax effect
2,980
-
-
2,980
-
-
-
74,788
-
-
-
-
-
74,788
(34,658)
(4,724)
910,868
74,788
Payment of dividend
Other changes
Net profit for 2013
Carrying amount as at 31 december 2013
Resultaatverdeling 2013
1,168,077
6,937
214,866
-
-
-
-
-
54,788
(54,788)
Dividendbetaling
(20,000)
-
-
-
-
-
(20,000)
Overige mutaties
(2,148)
-
(5,052)
(2,587)
5,490
-
Mutaties in hedgereserve energiederivaten
(33,692)
-
-
(33,692)
-
-
-
Vpb-effect
(11,629)
-
-
(11,629)
-
-
-
3,760
-
-
-
-
-
3,760
(79,978)
(7,311)
Netto Resultaat 2014
Carrying amount as at 31 december 2014
1,168,077
6,937
209,814
1
971,146
3,760
The statutory reserve comprises undistributed profits of associates and is therefore not freely
distributable. This also applies to the hedge reserve, which should be seen in relation to unrealised
income from fair value changes in derivatives used for hedging purposes.
Other non-distributable reserves comprise the foreign currency translation reserve (in connection with
translation differences) and remeasurements of defined benefit liabilities under IAS 19 Employee
Benefits.
For an explanation of changes in equity, please refer to the consolidated financial statements. In
contrast to the consolidated financial statements, non-controlling interests in group companies are
deducted directly from the carrying amount of the individual group company in accordance with the
equity method.
134
7. Provisions
(EUR 1,000)
Total
Employee
benefits
Other provisions
Carrying amount as at 31 December 2012
2,920
2,920
-
Reversal of current portion of provisions
Added
Interest added
Released
Utilised
1,819
1,336
150
(4)
(621)
449
1,336
150
(621)
1,370
(4)
-
Carrying amount as at 31 December 2013
5,600
4,234
1,366
Current portion of provisions
Carrying amount as at 31 December 2013
Reversal of current portion of provisions
Added
Interest added
Released
Utilised
Other movements
Carrying amount as at 31 December 2014
Current portion of provisions
Carrying amount as at 31 December 2014
(2,107)
(741)
(1,366)
3,493
3,493
-
2,107
112
154
(139)
(509)
(1,811)
741
112
154
(139)
(509)
(1,811)
1,366
-
3,407
2,041
1,366
(2,011)
1,396
(645)
1,396
(1,366)
-
At 31 December 2014, long-term provisions only comprised employee benefits.
With the introduction of a new health insurance system in the Netherlands on 1 January 2006, the
obligations underlying the provision for health care changed substantially. Of the provision formed in the
past, an amount of EUR 0.2 million continues to be recognised.
Under the terms of the collective agreement, employees are paid long-service benefits. From the start
date of employment, a provision is recognised for these benefits, based on past years of service,
expected price and pay rises (at an average rate of 2%) and probability of dismissals, invalidity and
mortality rates. The discount rate is 4.5% (2013: 4.5%).
135
8. Non-current liabilities
(EUR 1,000)
31-12-2014
Carrying amount as at 1 January
240,624
Reversal of current portion
Loans drawn down
Repayments
Other movements
41,818
20,000
(91,818)
691
Repayments due in the current year
Long-term debt
31-12-2013
216,885
1,818
75,000
(1,818)
(9,443)
211,315
282,442
(36,818)
(41,818)
174,497
240,624
136
9. Other payables
(EUR 1,000)
31-12-2014
31-12-2013
Trade payables
4,787
9,461
Current tax liabilities
2,680
4,700
Current portion of non-current liabilities
Current portion of provisions
Other
Total other payables
36,818
2,012
7,010
45,840
41,818
2,107
6,035
49,960
Bank borrowings
35,823
4,000
89,130
68,121
Carrying amount as at 31 December
Other payables comprise, inter alia, the current portion of the provisions, the current portion of
borrowings, and outstanding supplier accounts. Current tax liabilities comprise VAT and energy tax
payable.
137
Off-balance sheet assets and liabilities
A summary of off-balance sheet assets and liabilities is given below, to the extent that they have an
estimated (potential) impact on the profit or loss in excess of EUR 5 million.
Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)
The Dutch Minister of Transport approved the plans to split up energy companies on 2 December 2009.
However, on 22 June 2010, the Hague Court of Appeal declared several sections of the Independent
Grid Management Act to be non-binding. In the light of this judgment, the grid and supply operations
were not split off, although the conditions stipulated by the Minister were complied with, where possible
and necessary. The Dutch government took the case to the Supreme Court in an attempt to get the
decision overturned. On 24 February 2012, the Supreme Court referred the case to the European Court
of Justice in Luxembourg. On 14 January 2013, the parties presented their cases at a hearing before
the ECJ. The ECJ issued its ruling on the questions presented in late 2013, after which the case was
referred back to the Supreme Court. The Supreme Court has since adjourned its decision twice. It is
now expected to hand down its decision on 26 June 2015.
Other pending cases
In recent years, DELTA has also been involved in two separate lawsuits filed by its former solar power
business partners. The courts have already found in favour of DELTA several times. However, our
former partners continue pursuing their cases.
403 Declarations
DELTA N.V. has filed a statement with the Chamber of Commerce as required under Section 403, Book
2, of the Dutch Civil Code, assuming joint and several liability for debts arising from legally binding
transactions of the following subsidiaries as at the balance sheet date.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
DELTA Comfort B.V.
DELTA Energy B.V.
DELTA Ficus Holding B.V.
DELTA Infra B.V.
DELTA Kabelcomfort Netten B.V.
DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V.
DELTA Pipe B.V.
DELTA Tolling Sloe B.V.
DELTIUS B.V.
LIMO Energie Nederland B.V.
LITRO Energie Nederland B.V.
ZeelandNet B.V.
DELTA Com B.V.
On that basis, and on the grounds of annual authorisation statements from the shareholders filed with
the Chamber of Commerce, these companies are exempt from using the prescribed format in preparing
their financial statements.
Put options
DELTA N.V. has granted put options to the non-controlling shareholders in Indaver.
Fiscal unity
In consultation with the Dutch Tax and Customs Administration, the commercial operations in the
energy segment, including multimedia, were transferred to a separate fiscal unity for corporate income
tax purposes. Initially, the separation was to be effective from 31 December 2013 but, in consultation
with the Tax Administration, the start date for both fiscal unities was moved to 1 January 2014.
138
Notes to the company income statement
In 2014, DELTA N.V. employed an average number of 652 FTEs (2013: 683 FTEs). The comparative
for 2013 was adjusted to reflect the relocation of Infra staff to DNWG.
For details of the remuneration of DELTA N.V.’s Executive Board members, please refer to note 18
(Staff costs) to the consolidated financial statements.
For details of the remuneration of DELTA N.V.’s Supervisory Board members, please refer to note 20
(Other operating expenses) to the consolidated financial statements.
Auditors’ fees
In 2014, DELTA N.V. paid the following fees for its consolidated companies:
DELOITTE ACCOUNTANTS BV
(EUR 1,000)
Audit of DELTA Group Annual
Reports
Other analysis assignments
Tax consultancy
Other non-analysis services
Total
OTHER PARTS OF DELOITTE
NETWORK NLD
TOTAL
2014
2013
2014
2013
2014
2013
511
553
-
-
511
553
39
35
-
8
39
43
-
-
12
50
12
50
55
605
37
625
43
55
209
267
98
660
246
892
No performance-related fees were paid
139
Signed:
Executive Board
Supervisory Board
Arnoud Kamerbeek, CEO
C. Maas, Chairman
F. Verhagen, CFO
Ms. A.M.H. Schöningh, Vice Chairman
B.P. de Wit, Secretary
J. Bout
140
3. Other Information
Profit appropriation
Profit appropriation according to the Articles of Association
Article 39 of the Articles of Association provides for the appropriation of profits as follows.
1. Any loss reported in the income statement, as included in the adopted financial statements, shall be
taken to the general reserve. If the general reserve holds insufficient funds to cover the said loss,
the remainder of the loss shall be charged to any profits achieved in future years.
2. If the income statement, as included in the adopted financial statements, reports any profit, the
Supervisory Board may use the profit to allocate funds to the general reserves. Any profit remaining
shall be at the disposal of the General meeting.
3. The General Meeting has the authority to declare one or more interim dividends and/or make other
interim distributions, provided the requirements of Article 105 of Book 2, paragraph 2, of the Dutch
Civil Code are satisfied on the evidence of an interim statement of financial position as referred to in
Article 105 of Book 2, paragraph 4, of the Dutch Civil Code.
Proposed dividend payout to shareholders
(EUR 1,000)
Distributable profit (Art. 39,2 Articles of Association)
Interim dividend charged to the other reserves (Art. 39,3
Articles of Association)
Proposed dividend payout to shareholders
Added to the general reserve
2014
2013
3,760
74,788
11,240
-
15,000
20,000
-
54,788
141
Independent auditors’ report
For the independent auditor’s report see the Dutch version of the annual report 2014.
142
4. DELTA in financial figures,
consolidated
(EUR million)
2014
2013
Assets
Intangible assets
Property, plant and equipment
Financial assets
Current assets
Cash
367
1,714
722
704
158
3,665
473
1,784
696
690
174
3,819
1,146
504
875
1,140
3,665
1,213
522
1,110
973
3,819
882
269
106
81
517
76
1,931
970
344
118
79
514
78
2,104
1,141
1
(29)
826
1,939
1,318
1
(25)
728
2,023
Equity and liabilities
Group equity
Provisions
Non-current liabilities
Current liabilities
Revenue
Electricity
Gas
Electricity and gas transport
Telecommunications
Waste management and environmental services
Miscellaneous
Total revenue
Expenses
Cost of sales
Fair value gains and losses on the trading portfolio
Other operating income
Net operating expenses
Total operating expenses
Earnings from operations
Share in results of joint ventures and associates
Operating result
Net finance income (expense)
Profit before tax
Corporate income tax
Profit from discontinued operations
Non-controlling interests
Profit after tax
Proposed dividend
(8)
41
33
81
42
123
(33)
(16)
1
19
4
15
(40)
83
(3)
(1)
(5)
75
20
143
DELTA in key figures
(EUR million)
Revenue
of which:
Electricity supply
Gas supply
Electricity and gas transport
Cable, internet and telecommunications
Waste management and environmental sevices
Other revenue
2014
2013
1,931
2,104
882
269
106
81
517
76
970
344
118
79
515
78
818
33
4
312
810
123
84
75
301
1,146
3,665
1,213
3,819
1.5%
0.3%
31.3%
15.0
4.7%
6.4%
31.8%
13.2
Finances
Gross margin
Operating result
Profit before tax
Profit after tax
EBITDA
Group equity (excluding dividend)
Balance sheet total
Ratios
Return on investment
Return on equity attributable to the shareholders
Equity ratio
Interest coverage ratio
144
Definitions of financial ratios
RETURN ON INVESTED CAPITAL (ROIC)
Operating profit + interest income from financial fixed assets + share of profits or losses in joint
ventures and associates, divided by capital employed x 100%.
CAPITAL EMPLOYED
Sum total of non-current assets and net working capital as at the balance sheet date.
RETURN ON EQUITY (ROE)
Net profit attributable to DELTA N.V.’s shareholders, divided by shareholders’ equity attributable to
DELTA N.V.’s shareholders.
EQUITY RATIO
Group equity divided by total assets x 100%
INTEREST COVERAGE RATIO
Operating profit + depreciation/amortisation charges + interest income, divided by net external
finance income or expense.
145