Prepared by Imprima De Bussy

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934


April 20, 2005


AKZO NOBEL N.V.
(Translation of registrant's name into English)

76, Velperweg, 6824 BM Arnhem, the Netherlands
(Address of principal executive offices)

0 - 017444
(Commission file number)


Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

Form 20-F     Form 40-F

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes      No



 



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its behalf of
the undersigned, thereto duly authorized.

Akzo Nobel N.V.

Name : F.H. Hensel Name : J.J.M. Derckx
Title : Senior Vice President Finance Title : Director Corporate Control
     



Dated : April 20, 2005


IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

 

Presentation of financial information for 2004 in accordance with International Financial Reporting Standards

Introduction
Up to December 31, 2004, Akzo Nobel published its financial statements under Generally Accepted Accounting Principles in the Netherlands (NL GAAP). From 2005 onwards, the Company will issue its consolidated financial statements in accordance with International Accounting Standards (IAS), International Financial Reporting Standards (IFRS)1, and Interpretations. This change applies to all financial reporting for accounting periods beginning on or after January 1, 2005. Akzo Nobel’s first IFRS results will be those for the first quarter of 2005, and the Company’s first Annual Report under IFRS will be that for 2005. As the Company publishes comparative information for one year in its Annual Report, the transition date to IFRS will be January 1, 2004.

The report “IFRS based reporting Q-1 – Q-3 2004” was published on December 14, 2004. Compared to this report, an adjustment was made to the IFRS-based balance sheets, namely an increase in deferred tax assets and shareholders’ equity of EUR 17 million. The benefits receivable under the U.S. Medicare Prescription Drug, Improvement and Modernization Act of 2003 are tax free, whereas in the earlier report it was assumed that they would be taxable. This has no impact on the results for the quarters of 2004. The information originally included in the report “IFRS based reporting Q-1 – Q-3 2004” has been adjusted accordingly and is now included in this report, so that it provides full and up-to-date information on the impact of IFRS on all quarters and for the year 2004.

IFRS impact – net income up; shareholders’ equity down; funds balance unchanged
This report gives a detailed overview of the consequences for the Company of accounting under IFRS. In summary, the impact of IFRS on the Company’s accounts is an increase in net income for 2004 of EUR 89 million, but a decline in shareholders’ equity, at December 31, 2004, of EUR 410 million. This is mainly attributable to the differences in the method of accounting under IFRS for pensions and other postretirement benefits, the recognition of deferred taxes on intercompany profit, the recognition of the payment received from Pfizer for the asenapine cooperation, and the recognition of goodwill. For the most part, the changed accounting is a matter of timing of the recognition of assets, liabilities, and related results. Consequently, volatility of earnings under IFRS could increase in the future. However, there is no impact on the underlying cash flows of the businesses. We currently do not expect that the changed accounting will have a significant impact on our dividend payments.


1 References to IFRS in this document relate to International Accounting Standards and International Financial Reporting Standards.

1


 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

 

Presentation of IFRS-based information
The purpose of this report is to provide information on the expected impact of the adoption of IFRS on the Company’s reported performance and financial position. It consists of the following:

- changes in accounting principles compared to NL GAAP, due to the adoption of IFRS
- reconciliation of shareholders’ equity at January 1, 2004
- breakdown of IFRS shareholders’ equity at January 1, 2004
- IFRS-based balance sheet and segment reporting at January 1, 2004
- reconciliation of full year 2004 net income
- IFRS-based statements of income for the quarters and year 2004
- IFRS-based segment reporting for the quarters and year 2004
- reconciliation of shareholders’ equity at December 31, 2004
- breakdown of IFRS shareholders’ equity at December 31, 2004
- IFRS-based balance sheet and segment reporting at December 31, 2004
- IFRS-based statement of changes in shareholders’ equity for the full year 2004
- IFRS-based statement of cash flows for the full year 2004

 

The figures in this report have been prepared on the basis of the standards expected to be applicable to the Annual Report on 2005. However, IFRS is subject to ongoing review and endorsement by the EU or possible amendment by interpretative guidance from the IASB. IFRS could therefore be subject to change. As a consequence, these figures and the discussion in this report should be treated with appropriate caution as they may need to be revised in light of such changes. This report is indicative of the Company’s future results and, for the reasons noted above, may not be representative of the impact of IFRS on the Company’s results of operations or financial condition for fiscal year 2005, or any future period. We will update this information for any changes in standards or interpretation as and when these changes are made. The figures in this report are unaudited.

Changes in accounting principles due to the adoption of IFRS
Certain standards included in IFRS had already been incorporated in NL GAAP. This concerns, inter alia, accounting for intangible assets other than goodwill, which also includes accounting for development costs. As there are no differences, this has not resulted in any changes in accounting principles.

For those standards not included in NL GAAP, we have adjusted our accounting principles as described below. For accounting principles which we do not expect to change, we refer to our Annual Report 2004, pages 80 to 83.

Employee benefits

Pensions and other postretirement benefits
Until December 31, 2004, the Company accounted for pensions and other postretirement benefits in accordance with SFAS 87 and SFAS 106.

For the implementation of IAS 19 Employee Benefits in respect of pensions and other postretirement benefits, the Company has to recognize the funded status, at January 1, 2004, of the projected benefit obligation (PBO) in so far as this is not covered by provisions

2


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

or prepaid pension assets in the NL GAAP balance sheet. Any unvested portion of past service cost at that date is to be excluded.

On January 1, 2004, the Company had a significant deficit for its pension and other postretirement benefit plans. The deficit in excess of provisions and prepaid pension assets in the NL GAAP balance sheet has been charged against shareholders’ equity in the IFRS opening balance sheet at January 1, 2004. This concerns an amount of EUR 1,342 million after taxes. At December 31, 2004, this amount was EUR 1,232 million after taxes.

In the NL GAAP balance sheet, the Company has also recognized a so-called minimum pension liability for the deficit determined on the accumulated benefit obligation (ABO) level, as required under SFAS 87. This consists of an after-tax charge against shareholders’ equity (January 1, 2004: EUR 824 million; December 31, 2004: EUR 759 million) and recognition of an intangible asset (January 1, 2004: EUR 165 million; December 31, 2004: EUR 137 million). As these are not allowed under IAS 19, the minimum pension liability-related entries have been reversed, partly offsetting the aforementioned recognition of the deficits on a PBO basis.

The consequences of the U.S. Medicare Prescription Drug, Improvement and Modernization Act of 2003 have also been taken into account in the IFRS opening balance sheet. This has resulted in the recognition of a tax-free financial noncurrent asset of EUR 43 million (at December 31, 2004: EUR 48 million).

Going forward, the full recognition of the deficit at January 1, 2004, will result in lower net period pension costs for 2004, as the deferred losses under SFAS 87 and SFAS 106 no longer have to be amortized. As a result of the improved pension funding situation at December 31, 2004, IFRS-based 2005 pension charges are expected to drop by some EUR 50 million, compared to 2004.

Included in the 2004 net income effect of IAS 19 is an after-tax gain of EUR 43 million for the settlements/curtailments as a consequence of the Catalysts divestment.

Other employee benefits
IAS 19 requires provisioning of long-term employee benefits, such as payments on the occasion of a service jubilee of an employee. This is not specifically required under NL GAAP, where costs for such benefits often are recognized on a pay-as-you-go basis. The required provision for other long-term benefits in accordance with IAS 19 amounts to EUR 13 million, which is EUR 8 million after taxes (at December 31, 2004: also EUR 13 million and EUR 8 million, respectively).

Revenues

General
Revenue under IFRS is defined as the revenue from the sale and delivery of goods and services and royalty income, net of rebates, discounts, and similar allowances, and net of sales tax. Revenue is recognized when the significant risks and rewards have been transferred to a third party.

3


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

The Company used to report royalty income under “Other results” in the statement of income. Under IFRS, royalty income is reclassified to “Revenues”. Also proceeds for certain services rendered by the Company, which used to be deducted from cost lines in the statement of income, have now been reclassified to “Revenues”.

Pfizer payment
In December 2003, the Company received an initial payment of EUR 88 million (EUR 70 million after taxes) from Pfizer for the codevelopment and comarketing agreement for asenapine. In accordance with the contract and the spirit thereof, this payment is a nonrefundable reimbursement of the expenses incurred by Akzo Nobel in prior years for the development of asenapine-related know-how so far. In accordance with NL GAAP, such payment was recognized as income immediately.

In accordance with IFRS revenue recognition rules, nonrefundable upfront fees are initially reported as deferred income and will be recognized as revenue based on the (expected) development costs over the remaining first part of the development period, currently anticipated to be from 2004 to 2007. At December 31, 2004 an amount was deferred of EUR 56 million (EUR 45 million after taxes)

This has the consequence that this payment which had already been recognized in 2003 NL GAAP income, is again recognized in IFRS revenues but now over the years 2004–2007.

Income taxes
As allowed under NL GAAP, the tax effect on the elimination of intercompany profit in inventories is based on the tax rate of the country of the company sending the goods, thus fully eliminating the intercompany sale in the statement of income. IFRS, however, prescribes that tax on such elimination is to be based on the tax rate of the country of the company receiving the goods.

As a consequence, the deferred tax asset related to intercompany profit has increased by EUR 76 million at January 1, 2004. At December 31, 2004, this amount was EUR 33 million. Going forward, the impact on earnings will be determined by the changes in levels of intercompany inventory in the various countries.

Furthermore, IFRS specifically prescribes that current and deferred tax assets and liabilities in countries which have separate tax rates for distributed and undistributed profits are measured at the tax rate applicable to undistributed profits. The income tax consequences of dividends are recognized when a liability to pay the dividend is recognized.

For NL GAAP in certain circumstances such current and deferred tax assets and liabilities can be measured at the tax rate applicable to distributed profits. The impact of this difference on the Company’s accounts is limited.

4


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

Business combinations
Under NL GAAP, purchased goodwill is capitalized and amortized. IFRS 3 prescribes that purchased goodwill must be capitalized and not amortized, but tested for impairment annually.

Akzo Nobel has elected the transition option in IFRS 1 to apply IFRS 3 prospectively from the transition date. This option was chosen rather than to restate all previous business combinations. The impact of IFRS 3 and associated transitional arrangements on Akzo Nobel is as follows:

- all prior business combination accounting is frozen at the transition date; and
- the value of goodwill is frozen at January 1, 2004, and amortization previously reported under NL GAAP for 2004 is removed for financial statements prepared under IFRS.

Provisions

Discounting
IFRS, in principle, prescribes discounting of all provisions, which is not always the case in NL GAAP. The impact of discounting of provisions thus far undiscounted at January 1, 2004, is a decrease in provisions of EUR 16 million, which is EUR 11 million after taxes. At December 31, 2004, these amounts were EUR 29 million and EUR 20 million, respectively.

Going forward, the interest accrued on discounted provisions will be recognized under financing charges. Under NL GAAP, such charges were included in operating income.

Restructuring provisions
In accordance with NL GAAP, restructuring provisions are recognized if the restructuring had been announced to the employees involved before the date of the financial statements. Under IFRS, a restructuring can only be recognized if this is announced before the balance sheet date.

Restructurings for which provisions amounted to EUR 9 million (EUR 6 million after taxes) were announced in January 2004. Therefore, these provisions do not qualify for recognition under IFRS in the balance sheet at January 1, 2004, but are recognized under IFRS in the first quarter of 2004. In the quarters of 2004, certain restructuring provisions reported under NL GAAP also do not meet the IFRS recognition criteria and are deferred for recognition in the next quarter. At December 31, 2004, all provisions qualified for recognition under IFRS.

Share-based payments
In accordance with NL GAAP, the Company recognized expenses related to stock options as a direct charge to shareholders’ equity when the related payments were incurred.

In accordance with IFRS 2, the Company’s stock option plans qualify as so-called cash-settled plans. As a consequence, the Company has to charge the fair value of the stock options against income (first spread over the vesting period and later over the remaining life of the options) and recognize a related liability in the balance sheet. This liability at January 1, 2004, amounted to EUR 11 million, which is EUR 8 million after taxes. At

5


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

December 31, 2004, these amounts were EUR 16 million and EUR 10 million, respectively. The fair value has been calculated using the binomial options valuation model. The charge to income over the relevant option vesting periods is adjusted to reflect actual and expected levels of vesting.

Nonconsolidated companies
Valuation of the Company’s interest in nonconsolidated companies is based as much as possible on IFRS, as adopted by Akzo Nobel. The impact of the difference between NL GAAP and IFRS for nonconsolidated companies on the Company’s accounts is limited.

Jointly controlled companies
For interests in jointly controlled legally incorporated companies IFRS prescribes that they must be either proportionally consolidated or equity accounted as a nonconsolidated company. The chosen method has to be applied to all such interests. Under NL GAAP, the Company equity accounts most of the jointly controlled interests. However, the joint venture with Sanofi-Synthélabo (for the antithrombotic Arixtra®) has been proportionally consolidated.

Under IFRS, the Company has elected to equity account all jointly controlled interests. The impact of the deconsolidation in the January 1, 2004 balance sheet of the joint venture with Sanofi-Synthélabo is not significant and does not affect shareholders’ equity or net income. Due to the change in setup in the first quarter of 2004, this joint venture ceased to exist and was replaced by a revenue arrangement based on future sales from jointly developed antithrombotic products.

It should be noted that the cooperation with Pfizer for asenapine is not legally incorporated. As a consequence, this cooperation is proportionally consolidated for both NL GAAP and IFRS.

Nonrecurring items
In its NL GAAP statements, the Company separately reported so-called nonrecurring items. These relate to income and expenses resulting from normal business operations, which, because of their size or nature, are disclosed separately to give a better understanding of the underlying result for the period. These include items such as restructurings and impairment charges, significant gains and losses on the disposal of businesses, and costs related to major lawsuits and antitrust cases, not meeting the requirements for extraordinary items.

NL GAAP operating income before nonrecurring items is one of the key figures management uses to assess the performance of the Company, as these figures better reflect the underlying trends in the results of the activities.

IFRS does not allow this concept. Therefore, the Company will not report IFRS earnings figures excluding nonrecurring items. However, for a better understanding of the Company’s earnings development, the most important elements of nonrecurring items will now be reported on a separate line within operating income in the statement of income.

6


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

Cumulative translation differences
The Company chose the option in IFRS 1 whereby cumulative translation differences in shareholders’ equity are deemed to be zero at the date of transition. The negative NL GAAP balance of EUR 1,045 million at January 1, 2004, is deducted from “Other reserves”, which therefore starts with a negative balance of EUR 414 million. However, as 2004 net income is higher than dividends paid during the year, the balance of “Other reserves” and “Undistributed profit” at December 31, 2004, shows a positive balance of EUR 193 million. It should be noted that if the Company would ever have negative “Other reserves”, in principle, it will still be able to pay dividends but then from “Additional paid-in capital”.

IFRS standards with a prospective impact

Financial instruments
IFRS as applied for the restated figures of 2004 does not include standards IAS 32 and 39 for financial instruments. The Company has opted for the transition provision of IFRS 1 to apply these standards as from January 1, 2005. The after-tax effect of the implementation of IAS 32 and 39 on January 1, 2005, on balance, is a credit to shareholders’ equity of EUR 12 million. The principal effects of the implementation of IAS 32 and 39 are described per instrument below. Details on the Company’s financial instruments can also be found on pages 102 and 103 of the 2004 Annual Report.

It should be noted that the impact of the adoption of IAS 32 and 39 has been determined to the best of our present knowledge. The recognition of financial instruments is a very complex matter. As a consequence, our views and position could be subject to change.

Long-term borrowings
Long-term borrowings used to be valued at nominal value, any placements costs or premium or discount on issue used to be amortized on a straight line basis. IFRS prescribes that such borrowings are valued at amortized cost applying the effective interest rate method. The effect on shareholders’ equity at January 1, 2005, is a credit of EUR 1 million after taxes.

Cash and cash equivalents
Short-term investments used to be valued at the lower of cost or market value. Under IFRS they need to be valued at market value. The effect on shareholders’ equity at January 1, 2005, is an after-tax credit of EUR 1 million.

Forward exchange contracts
Forward exchange contracts concluded to hedge receivables or payables in foreign currency used to be valued at spot rates prevailing at the balance sheet date. Foreign currency hedges of anticipatory transactions or firm commitments used to be deferred in the balance sheet until the hedged transactions had been reflected in the accounts. Forward exchange contracts under IFRS need to be valued at fair value in the balance sheet and changes in fair value are to be recognized in the statement of income. The Company in principle will not apply hedge accounting for these types of contracts. The effect on shareholders’ equity at January 1, 2005, is an after-tax charge of EUR 1 million.

7


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

The Company used to net the value of the forward exchange contracts per contract partner. Under IFRS such netting is not allowed. As a consequence all contracts are recognized separately on the appropriate lines in the balance sheet.

Interest rate derivatives
The Company holds certain interest swaps and interest rate currency swaps to hedge fixed-rate interest-bearing borrowings and in some cases foreign currency exchange risks. Interest rate derivatives in a hedge relationship used not to be valued in the balance sheet. The interest on the fixed and floating rate legs were recognized in the statement of income on an accrual basis. The cross currency element in the interest rate currency swaps was recognized in the balance sheet at the spot rate prevailing at the balance sheet date. The changes in the values so calculated were recognized in the statement of income to offset the currency exchange differences on the borrowings in foreign currency. Under IFRS these contracts have to be valued at fair value in the balance sheet. The Company will apply fair value hedge accounting for these contracts. The impact on shareholders’ equity at January 1, 2005, on balance, is an after-tax charge of EUR 5 million.

The Company also has some forward rate agreements, for which no hedge accounting will be applied. The effect on shareholders’ equity per January 1, 2005, is negligible.

It should be noted that the Company used to net the recorded book value of the interest derivatives with the book value of the loans. Under IFRS this netting is not allowed. The instruments under IFRS now are recorded separately on the appropriate line items in the balance sheet.

Commodities
In order to cover the price risk of natural gas the Company has entered into certain petroleum swaps and gas futures, which have to be recognized at fair value in the balance sheet. At present no hedge accounting will be applied for these contracts. The effect on shareholders’ equity per January 1, 2005 is negligible.

Embedded derivative
Included in a long-term contract to buy natural gas is an embedded derivative. The euro price at which the gas in future will be bought is linked to the petroleum price denominated in U.S. dollars. This embedded derivative under IFRS needs to be included in the balance sheet at fair value. The effect on shareholders’ equity per January 1, 2005 is an after-tax credit of EUR 16 million.

Emission rights
Starting in 2005, governments will grant CO2 emission allowances to certain companies.

IASB and IFRIC recently issued guidance on accounting for such allowances, which will have to be applied from 2006 onwards. The Company still has to decide whether it will adopt this standard earlier for the 2005 financial statements.

Arnhem, April 19, 2005 The Board of Management

 

8


 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

   
 
R E C O N C I L I A T I O N  O F   S H A R E H O L D E R S ’  E Q U I T Y  A T   
J A N U A R Y   1 ,  2 0 0 4
 

 
Millions of euros  
Capital andreserves
Minimum pension liability
Shareholders’ equity
 

 
 
 
 
NL GAAP shareholders’ equity
             
at December 31, 2003
  3,326   (824 ) 2,502  
Pensions and other postretirement benefits
  (1,299 ) 824   (475 )
Deferred taxes on intercompany profit
  76       76  
Pfizer payment
  (70 )     (70 )
Discounting of provisions
  11       11  
Other long-term employee benefits
  (8 )     (8 )
Share-based payments
  (8 )     (8 )
Restructuring provisions
  6       6  
Other
  12       12  
 
 
 
 
IFRS shareholders’ equity at January 1, 2004
  2,046       2,046  
   
 
 
 

 

S H A R E H O L D E R S ’  E Q U I T Y  A T  J A N U A R Y 1 ,  2 0 0 4
 

 
Millions of euros
IFRS
NL GAAP
 

 
 
 
Subscribed share capital
  572   572  
Additional paid-in capital
  1,803   1,803  
Statutory reserves
  85   85  
Cumulative translation differences
      (1,045 )
Other reserves and undistributed profit
  (414 ) 1,911  
 
 
 
         
Capital and reserves
  2,046   3,326  
Minimum pension liability
      (824 )
 
 
 
Shareholders’ equity
  2,046   2,502  
   
 
 

9


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

 

C O N D E N S E D  C O N S O L I D A T E D  B A L A N C E  S H E E T  
A T  J A N U A R Y 1 ,  2 0 0 4
 

 
Millions of euros
IFRS
NL GAAP
 

 
 
 
Intangible assets
  424   590  
Property, plant and equipment
  3,967   3,967  
Deferred tax assets
  923   429  
Deferred tax asset for minimum pension liability
      361  
Other financial noncurrent assets
  681   1,076  
         
         
Inventories
  2,119   2,133  
Receivables
  2,679   2,671  
Cash and cash equivalents
  727   727  
 
 
 
Total
  11,520   11,954  
 
 
 
         
         
Capital and reserves
  2,046   3,326  
Minimum pension liability
      (824 )
 
 
 
         
Akzo Nobel N.V. shareholders' equity
  2,046   2,502  
Minority interest
  140   140  
 
 
 
         
Equity
  2,186   2,642  
         
Provisions
  3,863   2,581  
Provision for minimum pension liability
      1,342  
Deferred income
  88      
Long-term borrowings
  2,717   2,717  
Short-term borrowings
  441   441  
Current liabilities
  2,225   2,231  
 
 
 
Total
  11,520   11,954  
 
 
 
         
Gearing
  1.11   0.92  

10


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

I N V E S T E D  C A P I T A L   A T    J A N U A R Y   1 ,    2 0 0 4
 

 
Millions of euros
IFRS
 
NL GAAP
 

 
 
 
Pharma
  2,555   2,506  
Coatings
  2,041   2,043  
Chemicals
  2,586   2,604  
Other
  994   964  
 
 
 
         
Akzo Nobel
  8,176   8,117  
   
 
 

R E C O N C I L I A T I O N    O F    F U L L    Y E A R    2 0 0 4  
N E T    I N C O M E
 

 
Millions of euros
 
Net income
 

 
 
NL GAAP net income   856  
Pensions and other postretirement benefits   95  
Deferred taxes on intercompany profit   (43 )
Pfizer payment   25  
Termination of goodwill amortization   19  
Discounting of provisions   9  
Restructuring provisions   (6 )
Share-based payments   (3 )
Other long-term employee benefits    
Other   (7 )
   
 
       
IFRS net income   945  
   
 

11


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

C O N D E N S E D    C O N S O L I D A T E D    S T A T E M E N T    O F    I N C O M E
 

 
Millions of euros  
January–December
 

 
 
    IFRS   NL GAAP  
   
 
 
Revenues   12,833   12,688  
Operating costs   (11,498 ) (11,499 )
Restructuring and impairment charges   (196 ) (199 )
Results on divestments   579   509  
Charges related to legal and antitrust cases   (191 ) (199 )
   
 
 
           
Operating income   1,527   1,300  
Financing charges   (144 ) (123 )
   
 
 
           
Operating income less financing charges   1,383   1,177  
Taxes   (412 ) (298 )
   
 
 
           
Earnings of consolidated companies, after taxes   971   879  
Earnings from nonconsolidated companies (incl. nonrecurring items)   10   12  
   
 
 
           
Earnings before minority interest   981   891  
Minority interest   (36 ) (35 )
   
 
 
           
Net income   945   856  
   
 
 
           
Return on sales, in %   11.9   10.2  
Interest coverage   10.6   10.6  
           
Net income per share, in EUR          
– basic   3.31   3.00  
– diluted   3.30   2.99  
           
EBITDA   2,097   1,893  
           
Depreciation   542   540  
Amortization   28   53  

12


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

R E C O N C I L I A T I O N    O F    S H A R E H O L D E R S ’    E Q U I T Y       
A T    D E C E M B E R    3 1 ,    2 0 0 4
 

 
Millions of euros  
Capital and reserves
Minimum pension liability
Shareholders’ equity
 

 
 
 
 
NL GAAP shareholders’ equity
             
at December 31, 2004
  3,795   (759 ) 3,036  
Pensions and other postretirement benefits
  (1,184 ) 759   (425 )
Deferred taxes on intercompany profit
  33       33  
Termination of goodwill amortization
  19       19  
Pfizer payment
  (45 )     (45 )
Discounting of provisions
  20       20  
Other long-term employee benefits
  (8 )     (8 )
Share-based payments
  (10 )     (10 )
Restructuring provisions
         
Other
  6       6  
 
 
 
 
IFRS shareholders’ equity
             
at December 31, 2004
  2,626       2,626  
   
 
 
 

S H A R E H O L D E R S ’    E Q U I T Y    A T    D E C E M B E R    3 1 ,    2 0 0 4
 

 
Millions of euros
IFRS
 
NL GAAP
 

 
 
 
Subscribed share capital
  572   572  
Additional paid-in capital
  1,803   1,803  
Statutory reserves
  85   85  
Cumulative translation differences
  (20 ) (1,070 )
Other reserves
  (759 ) 1,635  
Undistributed profits
  945   770  
 
 
 
         
Capital and reserves
  2,626   3,795  
Minimum pension liability
      (759 )
 
 
 
Shareholders’ equity
  2,626   3,036  
   
 
 

13


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

 

C O N D E N S E D    C O N S O L I D A T E D    B A L A N C E    S H E E T  

 
   
January 1,
2005
IFRS*
 
December 31,
2004
IFRS
 
December 31,
2004
NL GAAP
 
   
 
 
 
Millions of euros  
 
 
 

 
 
 
 
Intangible assets
  448   448   561  
Property, plant and equipment
  3,535   3,535   3,535  
Deferred tax assets
  778   784   351  
Deferred tax asset for minimum
             
pension liability
          354  
Other financial noncurrent assets
  883   624   1,048  
             
             
Inventories
  1,978   1,978   1,978  
Receivables
  2,791   2,761   2,767  
Cash and cash equivalents
  1,812   1,811   1,811  
 
 
 
 
             
Total
  12,225   11,941   12,405  
 
 
 
 
             
             
Capital and reserves
  2,638   2,626   3,795  
Minimum pension liability
          (759 )
 
 
 
 
             
Akzo Nobel N.V. shareholders' equity
  2,638   2,626   3,036  
Minority interest
  140   140   140  
 
 
 
 
             
Equity
  2,778   2,766   3,176  
             
Provisions
  3,613   3,608   2,479  
Provision for minimum pension liability
          1,240  
Deferred income
  56   56      
Long-term borrowings
  2,983   2,694   2,694  
Short-term borrowings
  258   258   258  
Current liabilities
  2,537   2,559   2,558  
 
 
 
 
             
Total
  12,225   11,941   12,405  
 
 
 
 
             
Gearing
  0.51   0.41   0.36  

 

* Includes the effect of the adoption of IAS 32 and 39 for financial instruments.

 

14


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

I N V E S T E D    C A P I T A L    A T    D E C E M B E R    3 1 ,    2 0 0 4
 

 
Millions of euros
IFRS
 
NL GAAP
 

 
 
 
Pharma   2,430   2,387  
Coatings   2,067   2,057  
Chemicals   2,047   2,043  
Other   710   740  
   
 
 
           
Akzo Nobel   7,254   7,227  
   
 
 

S T A T E M E N T    O F    C H A N G E S    I N    S H A R E H O L D E R S ’    
E Q U I T Y
 

 
Millions of euros
IFRS
 
NL GAAP
 

 
 
 
Shareholders’ equity at January 1, 2004
  2,046   2,502  
Net income
  945   856  
Dividend
  (343 ) (343 )
Changes related to minimum pension liability
      65  
Share-based payments
  (2 ) (2 )
Delivery of purchased shares
     
Changes in exchange rates in respect of
         
affiliated companies
  (20 ) (42 )
 
 
 
         
Shareholders’ equity at December 31, 2004
  2,626   3,036  
   
 
 

15


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

 

C O N D E N S E D    C O N S O L I D A T E D    S T A T E M E N T    O F    C A S H F L O W S
 

 
Millions of euros
 
January - December
 

 
 
    IFRS  
NL GAAP
 
   
 
 
                   
Total earnings before minority interest
  981       891      
Depreciation and amortization
  570       593      
   
     
     
                   
Cash flow
 
1,551
     
1,484
     
                   
Pretax gain on divestments
  (579 )     (509 )    
Changes in working capital
  164       156      
Impairments
  74       74      
Changes in provisions and deferred tax assets and accrued prepaid pension costs
  (42 )     (1 )    
Retained income of nonconsolidated companies
  71       71      
Other changes
  (2
)
    (2 )    
   
     
     
Net cash provided by operations
      1,237       1,273  
                   
Capital expenditures
  (551 )     (551 )    
Expenditures for intangible assets
  (28 )     (28 )    
Acquisitions
  (80 )     (80 )    
Proceeds from divestments
  1,036       1,036      
Investments nonconsolidated companies
  11       (29 )    
Other changes
  2       6      
   
     
     
Net cash generated by investing activities
      390       354  
Dividends paid
     
(366
)     (366 )
       
     
 
Funds balance
     
1,261
      1,261  
                   
Net cash used for financing activities
      (169 )     (169 )
Effect of exchange rate changes on cash and cash equivalents
     
(8
)     (8 )
       
     
 
Change in cash and cash equivalents
      1,084       1,084  
       
     
 

16


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

C O N D E N S E D    C O N S O L I D A T E D    S T A T E M E N T    O F    I N C O M E
 

 
Millions of euros
 
1st quarter
 
2nd quarter
 
3rd quarter
 

 
 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
 
 
Revenues
 
3,169
 
3,138
 
3,363
 
3,325
 
3,222
 
3,185
 
Operating costs
  (2,844 ) (2,846 ) (2,992 ) (2,990 ) (2,857 ) (2,856 )
Restructuring and impairment charges
  (46 ) (38 ) (23 ) (53 ) (68 ) (42 )
Results on divestments
          4   4   458 1 458  
Charges related to legal and antitrust cases
  (23 ) (23 ) (61 ) (61 ) (58 ) (58 )
   
 
 
 
 
 
 
                           
Operating income
  256   231   291   225   697   687  
Financing charges
  (38 ) (32 ) (40 ) (36 ) (33 ) (27 )
   
 
 
 
 
 
 
                           
Operating income less financing charges
  218   199   251   189   664   660  
Taxes
 
(83
) (64 ) (87 ) (61 ) (144 ) (129 )
   
 
 
 
 
 
 
                           
Earnings of consolidated companies, after taxes
  135   135   164   128   520   531  
Earnings from nonconsolidated companies (incl. nonrecurring items)
  6   6   (4 ) (5 ) (1 ) (1 )
   
 
 
 
 
 
 
                           
Earnings before minority interest
 
141
  141   160   123   519   530  
Minority interest
  (8 ) (8 ) (11 ) (11 ) (9 ) (9 )
   
 
 
 
 
 
 
Net income
 
133
  133   149   112   510   521  
   
 
 
 
 
 
 
                           
Return on sales, in %
  8.1   7.4   8.7   6.8   21.6   21.6  
Interest coverage
  6.7   7.2   7.3   6.3   21.1   25.4  
                           
Net income per share, in EUR
                         
– basic
 
0.47
  0.47   0.52   0.39   1.78   1.82  
– diluted
 
0.46
  0.46   0.52   0.39   1.78   1.82  
                           
EBITDA
 
406
  388   440   380   838   833  
Depreciation
 
144
  144   144   143   133   132  
Amortization
 
6
  13   5   12   8   14  

 

 
1 The impact of IAS 19 for pensions and other postretirement benefits on the results of divestments of Catalysts and Phosphorus Chemicals was determined in the fourth quarter of 2004.

17


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

C O N D E N S E D    C O N S O L I D A T E D    S T A T E M E N T    O F    I N C O M E
 

 
Millions of euros  
4th quarter
     
January–June
     
January–September
     
   
 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
 
 
Revenues
  3,079   3,040   6,532   6,463   9,754   9,648  
Operating costs
  (2,805 ) (2,807 ) (5,836 ) (5,836 ) (8,693 ) (8,692 )
Restructuring and impairment charges
  (59 ) (32 ) (69 ) (91 ) (137 ) (133 )
Results on divestments
  117 1 47   4   4   462   462  
Charges related to legal and antitrust cases
  (49 ) (91 ) (84 ) (84 ) (142 ) (142 )
   
 
 
 
 
 
 
Operating income
  283   157   547   456   1,244   1,143  
Financing charges
  (33 ) (28 ) (78 ) (68 ) (111 ) (95 )
   
 
 
 
 
 
 
                           
Operating income less financing charges
  250   129   469   388   1,133   1,048  
Taxes
  (98 ) (44 ) (170 ) (125 ) (314 ) (254 )
   
 
 
 
 
 
 
Earnings of consolidated companies, after taxes
  152   85   299   263   819   794  
Earnings from nonconsolidated companies
(incl. nonrecurring items)
  9   12   2   1   1      
   
 
 
 
 
 
 
Earnings before minority interest
  161   97   301   264   820   794  
Minority interest
  (8 ) (7 ) (19 ) (19 ) (28 ) (28 )
   
 
 
 
 
 
 
Net income
  153   90   282   245   792   766  
   
 
 
 
 
 
 
                           
Return on sales, in %
  9.2   5.2   8.4   7.1   12.8   11.8  
Interest coverage
  8.6   5.6   7.0   6.7   11.2   12.0  
                           
Net income per share, in EUR
                         
– basic
  0.54   0.31   0.99   0.86   2.77   2.68  
– diluted
  0.53   0.31   0.98   0.85   2.76   2.67  
                           
EBITDA
  413   292   846   768   1,684   1,601  
Depreciation
  121   121   288   287   421   419  
Amortization
  9   14   11   25   19   39  

 


1 Includes the impact of IAS 19 for pensions and other postretirement benefits on the results of divestments of Catalysts and Phosphorus Chemicals.

 

18


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

S E G M E N T   R E P O R T I N G  

 
Millions of euros
 
1st quarter
 
2nd quarter
 
3rd quarter
 

 
 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
 
 
Revenues
                         
Pharma
  841   821   825   808   826   801  
Coatings
  1,238   1,231   1,405   1,397   1,388   1,381  
Chemicals
  1,121   1,118   1,152   1,147   1,037   1,033  
Other
  (31 ) (32 ) (19 ) (27 ) (29 ) (30 )
   
 
 
 
 
 
 
Akzo Nobel
  3,169   3,138   3,363   3,325   3,222   3,185  
   
 
 
 
 
 
 
                           
Operating income
                         
Pharma
  111   99   118   104   84   69  
Coatings
  84   82   145   108   117   135  
Chemicals
  101   93   88   80   514   503  
Other
  (40 ) (43 ) (60 ) (67 ) (18 ) (20 )
   
 
 
 
 
 
 
Akzo Nobel
  256   231   291   225   697   687  
   
 
 
 
 
 
 
                           
Invested capital,
                         
at end of quarter
                         
Pharma
  2,708   2,633   2,707   2,638   2,536   2,484  
Coatings
  2,264   2,260   2,215   2,208   2,204   2,193  
Chemicals
  2,630   2,629   2,662   2,657   2,212   2,206  
Other
  820   798   894   863   868   811  
   
 
 
 
 
 
 
Akzo Nobel
  8,422   8,320   8,478   8,366   7,820   7,694  
   
 
 
 
 
 
 
                           
Depreciation and
                         
amortization
                         
Pharma
  44   45   40   41   42   43  
Coatings
  31   34   32   35   30   33  
Chemicals
  72   75   76   78   67   68  
Other
  3   3   1   1   2   2  
   
 
 
 
 
 
 
Akzo Nobel
  150   157   149   155   141   146  
   
 
 
 
 
 
 

19


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

S E G M E N T   R E P O R T I N G
 

 
Millions of euros
 
4th quarter
 
January–June
 

 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
Revenues
                 
Pharma
  858   816   1,666   1,629  
Coatings
  1,247   1,240   2,643   2,628  
Chemicals
  1,007   1,007   2,273   2,265  
Other
  (33 ) (23 ) (50 ) (59 )
   
 
 
 
 
Akzo Nobel
  3,079   3,040   6,532   6,463  
   
 
 
 
 
                   
Operating income
                 
Pharma
  142   126   229   203  
Coatings
  50   35   229   190  
Chemicals
  166   86   189   173  
Other
  (75 ) (90 ) (100 ) (110 )
   
 
 
 
 
Akzo Nobel
  283   157   547   456  
   
 
 
 
 
                   
Depreciation and amortization
                 
Pharma
  39   39   84   86  
Coatings
  30   33   63   69  
Chemicals
  57   59   148   153  
Other
  4   4   4   4  
   
 
 
 
 
Akzo Nobel
  130   135   299   312  
   
 
 
 
 

20


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

S E G M E N T   R E P O R T I N G
 

 
Millions of euros
 
January–September
 
January–December
 

 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
Revenues
                 
Pharma
  2,492   2,430   3,350   3,246  
Coatings
  4,031   4,009   5,278   5,249  
Chemicals
  3,310   3,298   4,317   4,305  
Other
  (79 ) (89 ) (112 ) (112 )
   
 
 
 
 
Akzo Nobel
  9,754   9,648   12,833   12,688  
   
 
 
 
 
                   
Operating income
                 
Pharma
  313   272   455   398  
Coatings
  346   325   396   360  
Chemicals
  703   676   869   762  
Other
  (118 ) (130 ) (193 ) (220 )
   
 
 
 
 
Akzo Nobel
  1,244   1,143   1,527   1,300  
   
 
 
 
 
                   
Depreciation and amortization
                 
Pharma
  126   129   165   168  
Coatings
  93   102   123   135  
Chemicals
  215   221   272   280  
Other
  6   6   10   10  
   
 
 
 
 
Akzo Nobel
  440   458   570   593  
   
 
 
 
 

21


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

C O N D E N S E D   C O N S O L I D A T E D   B A L A N C E   S H E E T  

 
Millions of euros;
at end of quarter
 
1st quarter
 
2nd quarter
  3rd quarter  

 
 
 
 
   
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
IFRS
 
NL GAAP
 
   
 
 
 
 
 
 
Intangible assets
 
439
 
598
 
443
 
595
 
453
 
598
 
Property, plant and equipment
 
3,889
 
3,889
 
3,881
 
3,884
 
3,663
 
3,663
 
Deferred tax assets
 
934
 
419
 
906
 
401
 
915
 
423
 
Deferred tax asset for minimum pension liability
     
371
     
371
     
364
 
Other financial noncurrent assets
 
704
 
1,130
 
633
 
1,044
 
593
 
985
 
                           
Inventories
 
2,181
 
2,181
 
2,186
 
2,186
 
2,100
  2,100    
Receivables
 
2,995
 
2,990
 
3,197
 
3,191
 
3,075
 
3,071
 
Cash and cash equivalents
 
508
 
508
 
393
 
393
 
1,559
 
1,559
 
   
 
 
 
 
 
 
Total
 
11,650
 
12,086
 
11,639
 
12,065
 
12,358
 
12,763
 
   
 
 
 
 
 
 
                           
Capital and reserves
 
2,258
 
3,549
 
2,142
 
3,392
 
2,626
 
3,877
 
Minimum pension liability
     
(853
)
   
(851
)
   
(834
)
   
 
 
 
 
 
 
                           
Akzo Nobel N.V. shareholders' equity
 
2,258
 
2,696
 
2,142
 
2,541
 
2,626
 
3,043
 
Minority interest
 
145
 
145
 
139
 
139
 
144
 
144
 
   
 
 
 
 
 
 
                           
Equity
 
2,403
 
2,841
 
2,281
 
2,680
 
2,770
 
3,187
 
                           
Provisions
 
3,750
 
2,446
 
3,792
 
2,513
 
3,823
 
2,520
 
Provision for minimum pension liability
     
1,382
     
1,379
     
1,356
 
Deferred income
 
80
     
73
     
65
     
Long-term borrowings
 
2,741
 
2,741
 
2,747
 
2,747
 
2,737
 
2,737
 
Short-term borrowings
 
356
 
356
 
306
 
306
 
282
 
282
 
Current liabilities
 
2,320
 
2,320
 
2,440
 
2,440
 
2,681
 
2,681
 
   
 
 
 
 
 
 
Total
 
11,650
 
12,086
 
11,639
 
12,065
 
12,358
 
12,763
   
   
 
 
 
 
 
 
                           
Gearing
 
1.08
 
0.91
 
1.17
 
0.99
 
0.53
 
0.46
   

22


 

 

IFRS-based reporting for 2004 &
implementation of IAS 32 and 39

Safe Harbor Statement*

This unaudited report contains certain forward-looking statements which address such key issues as Akzo Nobel’s future financial results following the transition from NL GAAP to IFRS, including, in particular, the expected impacts of such change on employee benefit and pension accounting, revenue recognition, the method of accounting for income taxes and business combinations, provisions, share-based payments, investments in nonconsolidated companies, nonrecurring items, translation differences and certain other prospective changes related to the transition from reporting in NL GAAP to reporting under IFRS. Such statements are subject to change and should be carefully considered, and it should be understood that many factors could cause forecasted and actual results to differ from these statements. These factors include, but are not limited to, changes in regulations or interpretations related to the implementation and reporting under IFRS, decisions to apply a different option of presentation permitted by IFRS, and various other factors related to the implementation of IFRS, including the implementation of IAS 32 and 39 for financial instruments. For a more complete discussion of the risk factors affecting our business please refer to our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission.

The financial information presented contains details of the transitional adjustments required to present certain historical financial results of the Company under IFRS. Future presentation of this historical financial information may be in a different format or the figures presented could differ from those in this report. The transitional adjustments presented have been calculated on the basis of the specific facts of the transaction and should not be used as indicators of future adjustments between NL GAAP and IFRS that will be required, due to the risk and uncertainty surrounding events in the future. This report should not be used as a projection of future results or financial condition.

* Pursuant to the U.S. Private Securities Litigation Reform Act 1995.

Akzo Nobel N.V.
Velperweg 76
P.O. Box 9300
6800 SB Arnhem
The Netherlands
Tel.      + 31 26 366 4433
Fax       + 31 26 366 3250
E-mail       ACC@akzonobel.com
Internet      www.akzonobel.com

23