Financial Statements
4. Basic principles, methods and critical accounting estimates
The financial statements of the consolidated companies are prepared according to uniform accounting policies and valuation principles.
The consolidated financial statements of the Group are based on the principle of the historical cost of acquisition, construction or production, with the exception of the items reflected at fair value, such as available-for-sale financial assets and derivatives.
In preparing the consolidated financial statements, the management has to make certain assumptions and estimates that may substantially impact the presentation of the Group’s financial position and/or results of operations.
Such estimates, assumptions or the exercise of discretion mainly relate to the useful life of noncurrent assets, the discounted cash flows used for impairment testing and purchase price allocations, and the recognition of provisions, including those for litigation-related expenses, pensions and other benefits, taxes, environmental compliance and remediation costs, sales allowances, product liability and guarantees. Essential estimates and assumptions that may affect reporting in the various item categories of the financial statements are described in the following sections of this note. Estimates are based on historical experience and other assumptions that are considered reasonable under given circumstances. They are continually reviewed but may vary from the actual values.
Changes in accounting policies or measurement principles in light of new or revised standards are applied retrospectively, except as otherwise provided in the respective standard. The income statement for the previous year and the opening statement of financial position for that year are adjusted as if the new accounting policies and/or measurement principles had always been applied.
The introduction of a new, more accurate method of eliminating intercompany profits on intra-Group transactions resulted in one-time effects on Group inventories. The statement of financial position was retrospectively adjusted as of January 1, 2010 in compliance with IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors). The adjustment also affected deferred taxes and equity. Since it was not possible to adjust the income statement or the statement of cash flows for 2009 on the basis of the data available prior to December 31, 2009, earnings per share for that year are unaffected.
Its impact on the relevant items of the statement of financial position as of January 1, 2010 was as follows:
| Restatement | [Table 4.8] |
|---|
| | Jan. 1, 2010 |
| | € million |
| Assets | |
| Inventories | (111) |
| Deferred tax assets | 34 |
| Equity and liabilities | |
| Other reserves | (77) |
In the statement of cash flows, interest received on interest rate swaps, and cash outflows for the purchase of additional interests in subsidiaries, are included in financing cash flow starting in 2010. The prior-year figures are restated accordingly.
Consolidation
The consolidated financial statements include subsidiaries, joint ventures and associates.
Subsidiaries are those companies in which Bayer AG directly or indirectly has a majority of the voting rights or from which it is able to derive the greater part of the economic benefit and bears the greater part of the risk by virtue of its power to govern corporate financial and operating policies, generally through an ownership interest of more than 50%. Subsidiaries and special purpose entities (SPEs) in which the Bayer Group holds 50% or less of the voting rights or shares are consolidated if the substance of the economic relationship indicates that they are controlled by the Bayer Group. Inclusion of an entity's accounts in the consolidated financial statements begins when the Bayer Group is able to exercise control over the company and ceases when it is no longer able to do so.
The carrying amounts of subsidiaries are offset against their underlying equity. Equity of subsidiaries is valued according to the purchase method at the respective acquisition dates, recognizing identifiable assets and liabilities (including contingent liabilities) at their fair values along with attributable deferred tax assets and liabilities. Any remaining difference to the purchase price is recognized as goodwill. The purchase prices of acquired companies domiciled outside the eurozone are translated at the exchange rates in effect at the respective dates of acquisition.
The purchase of shares from non-controlling stockholders is presented as an equity transaction. Any amount by which the purchase price of additional interests exceeds the equity attributable to non-controlling stockholders is therefore accounted for as a reduction in equity.
Joint ventures are companies over which the Bayer Group exercises joint control with a third party. A company is generally deemed a joint venture if voting rights are divided equally between two stockholders or the company is established on the basis of a joint venture agreement. Joint ventures are included by proportionate consolidation according to the principles followed for subsidiaries.
Associates over which Bayer AG exerts significant influence, generally through an ownership interest between 20% and 50%, are accounted for using the equity method. The cost of acquisition of a company accounted for using the equity method is adjusted annually by a percentage of any change in its equity corresponding to Bayer’s percentage interest in the company. Differences arising upon first-time inclusion using the equity method are accounted for according to full-consolidation principles. Bayer’s share of changes in these companies’ equities that are recognized in their income statements – including impairment losses recognized on goodwill – are reflected in the non-operating result. Intercompany profits and losses for these companies were not material in either 2010 or 2009.
Subsidiaries that do not have a material impact on the Group’s financial position or results of operations, either individually or in aggregate, are recognized in the consolidated financial statements at amortized cost.
Profits and losses, sales revenues, and income and expenses arising from transactions among the consolidated companies, along with receivables and payables existing between them, are eliminated. Deferred income tax effects are reflected in consolidation.
Foreign currency translation
The financial statements of the individual companies for inclusion in the consolidated financial statements are prepared in their respective functional currencies. A company’s functional currency is that of the economic environment in which it primarily generates and expends cash. The majority of consolidated companies carry out their activities autonomously from a financial, economic and organizational point of view, and their functional currencies are therefore the respective local currencies.
In the financial statements of the individual consolidated companies, receivables and payables in currencies other than the respective functional currency are translated at closing rates, irrespective of whether they are exchange-hedged. Exchange rate differences from valuation of balances in foreign currencies are recognized in income.
In the consolidated financial statements, the assets and liabilities of companies outside the eurozone at the start and end of the year are translated into euros at closing rates. All changes occurring during the year and all income and expense items and cash flows are translated into euros at average monthly rates. Components of stockholders’ equity are translated at the historical exchange rates prevailing at the respective dates of their first-time recognition in Group equity.
The exchange differences arising between the resulting amounts and those obtained by translating at closing rates are reported separately as “Exchange differences on translation of operations outside the eurozone” or as “Exchange differences.” When a company is deconsolidated, such exchange differences are removed from equity and recognized in the income statement.
The exchange rates for major currencies against the euro varied as follows:
| Exchange Rates for Major Currencies | [Table 4.9] |
|---|
| | | Closing rate | Average rate |
| €1/ | | 2009 | 2010 | 2009 | 2010 |
| ARS | Argentina | 5.47 | 5.31 | 5.20 | 5.18 |
| BRL | Brazil | 2.51 | 2.23 | 2.77 | 2.33 |
| CAD | Canada | 1.51 | 1.33 | 1.59 | 1.36 |
| CHF | Switzerland | 1.48 | 1.25 | 1.51 | 1.38 |
| CNY | China | 9.84 | 8.82 | 9.52 | 8.96 |
| GBP | United Kingdom | 0.89 | 0.86 | 0.89 | 0.86 |
| JPY | Japan | 133.16 | 108.65 | 130.31 | 116.04 |
| MXN | Mexico | 18.92 | 16.55 | 18.79 | 16.72 |
| USD | United States | 1.44 | 1.34 | 1.39 | 1.32 |
Subsidiaries whose functional currencies have experienced a cumulative inflation rate of more than 100% over the past three years applied the rules of IAS 29 (Financial Reporting in Hyperinflationary Economies).
Net sales and other operating income
All revenues derived from the selling of products or rendering of services or from licensing agreements are recognized as sales. Other operational revenues are recognized as other operating income. Sales are recognized in the income statement when the significant risks and rewards of ownership of the goods have been transferred to the customer, the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, the amount of revenue and costs incurred or to be incurred can be measured reliably, and it is sufficiently probable that the economic benefits associated with the transaction will flow to the company.
Sales are stated net of sales taxes, other taxes and sales deductions at the fair value of the consideration received or to be received. Sales deductions are estimated amounts for rebates, cash discounts and product returns. They are deducted at the time the sales are recognized, and appropriate provisions are recorded. Sales deductions are estimated primarily on the basis of historical experience, specific contractual terms and future expectations of sales development. It is unlikely that factors other than these could materially affect sales deductions in the Bayer Group. Adjustments to provisions made in prior periods for rebates, cash discounts or product returns were of secondary importance for income before income taxes in the years under report.
Provisions for rebates in 2010 amounted to 1.9% of total net sales (2009: 1.8%). In addition to rebates, Group companies offer cash discounts for prompt payment in some countries. Provisions for cash discounts as of December 31, 2010 and December 31, 2009 were less than 0.1% of total net sales for the respective year.
Sales are reduced by the amount of the provisions for expected returns of defective goods or of saleable products that may be returned under contractual arrangements. The net sales are reduced on the date of sale or on the date when the amount of future returns can be reasonably estimated. Provisions for product returns amounted to 0.2% of total net sales for 2010, as in the previous year. If future product returns cannot be reasonably estimated and are significant to a sales transaction, the revenues and the related cost of sales are deferred until a reasonable estimate can be made or the right to return the goods has expired.
Some of the Bayer Group’s revenues are generated on the basis of licensing agreements under which third parties are granted rights to products and technologies. Payments received, or expected to be received, that relate to the sale or outlicensing of technologies or technological expertise are recognized in income as of the effective date of the respective agreement if all rights relating to the technologies and all obligations resulting from them have been relinquished under the contract terms. However, if rights to the technologies continue to exist or obligations resulting from them have yet to be fulfilled, the payments received are deferred accordingly. Upfront payments and similar non-refundable payments received under these agreements are recorded as other liabilities and recognized in income over the estimated performance period stipulated in the agreement.
License or research and development collaboration agreements may consist of multiple elements and provide for varying consideration terms, such as upfront payments and milestone or similar payments. They therefore have to be assessed to determine whether sales revenues should be recognized for individually delivered elements of such arrangements, i. e. for more than one unit of account. The delivered elements are separated if they have value to the customer on a stand-alone basis, there is objective and reliable evidence of the fair value of the undelivered element(s) and the arrangement includes a general right of return relative to the delivered element(s) and delivery or performance of the as yet undelivered element(s) is probable and substantially within the control of the company. If all three criteria are fulfilled, the appropriate revenue recognition rule is then applied to each separate unit of account.
Other operating income may also arise from the exchange of intangible assets. The amount recognized is generally based on the fair value of the assets given up, which is generally calculated using the discounted cash flow method. If the assets given up are internally generated, the gain from the exchange normally equals their fair value.
Research and development expenses
A substantial proportion of the Bayer Group’s financial resources is invested in research and development. In addition to in-house research and development activities, especially in HealthCare, various research and development collaborations and alliances are maintained with third parties.
For accounting purposes, research expenses are defined as costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development expenses are defined as costs incurred for the application of research findings or specialist knowledge to production, production methods, services or goods prior to the commencement of commercial production or use.
Research costs cannot be capitalized. The conditions for capitalization of development costs are closely defined: an intangible asset must be recognized if, and only if, there is a reasonable certainty of receiving future cash flows that will cover an asset’s carrying amount. Since our own development projects are often subject to regulatory approval procedures and other uncertainties, the conditions for the capitalization of costs incurred before receipt of approvals are not normally satisfied.
Research and development expenses mainly comprise the costs for active ingredient discovery, clinical studies, and research and development activities in the areas of application technology and engineering. They also include non-allocable costs for regulatory approvals, approval extensions and field trials.
In the case of research and development collaborations, it is necessary to assess whether payments on contract signature, upfront payments, milestone payments or license payments constitute funding of research and development work or consideration for the acquisition of assets. Factors considered in reaching this determination are the reason for the payment (for example, whether it is related to a regulatory approval, the attainment of a sales target or outsourced research and development activities), and the ratio of the fair value of the planned research and development activities to the total amount of the payment.
According to IAS 38 (Intangible Assets), payments made to acquire an intangible asset must be capitalized even if uncertainties exist as to whether the research and development will ultimately succeed in producing a saleable product.
Goodwill and other intangible assets
Intangible assets are recognized at the cost of acquisition or generation. Those with a determinable useful life are amortized accordingly on a straight-line basis over a period of up to 30 years, except where their actual depletion demands a different amortization pattern. Determination of the expected useful lives of such assets and the amortization patterns is based on estimates of the period for which they will generate cash flows and the temporal distribution of the cash flows within this period.
Goodwill, other intangible assets with an indefinite life, and intangible assets not yet available for use (such as research and development projects) are tested annually for impairment. The remaining intangible assets are tested for impairment if there is an indication of possible impairment. Details of the annual impairment tests are given under “Procedure used in global impairment testing and its impact.”
Impairment losses are recognized in income. If the reasons for previously recognized impairment losses no longer apply, the impairment losses are reversed provided that the reversals do not cause the carrying amounts to exceed the amortized cost of acquisition. Once an impairment loss has been recognized on goodwill, it is not reversed in subsequent periods.
Property, plant and equipment
Property, plant and equipment is carried at the cost of acquisition or construction depreciated over its estimated useful life. An impairment loss is recognized in addition if an asset’s recoverable amount falls below its carrying amount.
The cost of acquisition comprises the acquisition price plus ancillary and subsequent acquisition costs, less any reduction received on the acquisition price. The cost of self-constructed property, plant and equipment comprises the direct cost of materials, direct manufacturing expenses, and appropriate allocations of material and manufacturing overheads. Where an obligation exists to dismantle or remove an asset or restore a site to its former condition at the end of its useful life, the present value of the related future payments is capitalized along with the cost of acquisition or construction upon completion and a corresponding liability is recognized.
If the construction phase of property, plant or equipment extends over a long period, the interest incurred on borrowed capital up to the date of completion is capitalized as part of the cost of acquisition or construction in accordance with IAS 23 (Borrowing Costs).
Expenses for the repair of property, plant and equipment, such as ongoing maintenance costs, are normally recognized in income. The cost of acquisition or construction is capitalized if a repair (such as a complete overhaul of technical equipment) will result in future economic benefits.
Property, plant and equipment is depreciated by the straight-line method, except where depreciation based on actual depletion is more appropriate. Significant asset components with different useful lives are accounted for and depreciated separately.
The following depreciation periods, based on the estimated useful lives of the respective assets, are applied throughout the Group:
| Useful Life of Property, Plant and Equipment | [Table 4.10] |
|---|
| | |
| Buildings | 20 to 50 years |
| Outdoor infrastructure | 10 to 20 years |
| Storage tanks and pipelines | 10 to 20 years |
| Plant installations | 6 to 20 years |
| Machinery and equipment | 6 to 12 years |
| Furniture and fixtures | 4 to 10 years |
| Vehicles | 4 to 8 years |
| Computer equipment | 3 to 5 years |
| Laboratory and research facilities | 3 to 5 years |
Impairment losses are recognized for declines in value that go beyond regular depreciation. If the reasons for previously recognized impairment losses no longer apply, the impairment losses are reversed provided that the reversals do not cause the carrying amounts to exceed the amortized cost of acquisition or construction.
When assets are sold, closed down or scrapped, the difference between the net proceeds and the net carrying amount of the assets is recognized as a gain or loss in other operating income or expenses, respectively.
Leasing
A lease is an agreement whereby the lessor assigns to the lessee the right to use an asset for an agreed period of time in return for a payment or series of payments. Leases are classified as either finance or operating leases. Leasing transactions that transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee are classified as finance leases. All other leasing agreements are classified as operating leases.
Where the Bayer Group is the lessee in a finance lease, the leased asset is capitalized at the lower of the fair value or present value of the minimum lease payments at the beginning of the lease term and simultaneously recognized under financial liabilities. The minimum lease payments essentially comprise financing costs and the principal portion of the remaining obligation. These are determined using the effective-interest method. The leased asset is depreciated by the straight-line method over the shorter of its estimated useful life or the lease term.
Where the Bayer Group is the lessor in a finance lease, the net investment in the lease is reflected in sales and a leasing receivable is recognized. The lease payments received are divided into the principal portion and the interest income using the effective-interest method.
Where the Bayer Group is the lessee in an operating lease, the lease payments are expensed. Where it is the lessor, the lease payments received are recognized in income. The leased asset continues to be recognized under property, plant and equipment in the lessor’s statement of financial position.
Financial assets
Financial assets comprise loans and receivables, acquired equity and debt instruments, cash and cash equivalents, and derivatives with positive fair values.
They are recognized and measured in accordance with IAS 39 (Financial Instruments: Recognition and Measurement). Accordingly, financial assets are recognized in the consolidated financial statements if the Bayer Group has a contractual right to receive cash or other financial assets from another entity. Regular way purchases and sales of financial assets are generally posted on the settlement date. Financial assets are initially recognized at fair value plus transaction costs. The transaction costs incurred for the purchase of financial assets held at fair value through profit or loss are expensed immediately. Interest-free or low-interest receivables are initially reflected at the present value of the expected future cash flows. For purposes of subsequent measurement, financial assets are allocated to the following categories according to IAS 39, with different measurement rules applying to each category:
Financial assets held at fair value through profit or loss comprise those financial assets that are held for trading. These assets are included in other financial assets and also comprised receivables from forward commodity contracts and receivables from other derivatives, except where hedge accounting is used. Changes in the fair value of financial assets in this category are recognized in the income statement when the increase or decrease in value occurs.
Loans and receivables are non-derivative financial assets that are not quoted in an active market. They are accounted for at amortized cost using the effective-interest method. This category comprises trade accounts receivable, the financial receivables and loans included in other financial assets, the additional financial receivables and loans reflected in other receivables, and cash and cash equivalents. Interest income from items assigned to this category is determined using the effective-interest method, insofar as such items are not classified as current receivables and the effect of discounting interest is not material.
Held-to-maturity financial assets are non-derivative financial assets, with fixed or determinable payments, that are to be held to maturity. They are accounted for at amortized cost using the effective-interest method. Held-to-maturity financial investments are recognized in other financial assets.
Available-for-sale financial assets are those non-derivative financial assets that are not assigned to any of the above categories. They mainly include equity instruments, such as shares, and debt instruments not to be held to maturity, which are included in other financial assets. Changes in the fair value of available-for-sale financial assets are recognized in equity and not amortized to income until the assets are sold. If the fair value is substantially below the amortized cost and/or remains below the amortized cost for a prolonged period, a write-down is recorded and amortized to income. Where possible, a fair value for equity and debt securities is derived from market data. Financial assets for which no market price is available and whose fair value cannot be reasonably estimated are carried at cost less any write-downs.
If there are substantial, objective indications of a decline in the value of loans and receivables, held-to-maturity financial assets or available-for-sale financial assets, their carrying amounts are compared to the present values of the expected future cash flows, discounted by the current market rate of return on comparable financial assets. If a decline in value is confirmed, the assets are written down by the difference between the two amounts. Indications that a write-down is necessary include the fact that a company has been making an operating loss for several years, a reduction in market value, a significant deterioration in credit standing, a material breach of contract, a high probability of insolvency or other financial restructuring of the debtor, or the disappearance of an active market for the asset.
If the reasons for previous write-downs no longer apply, the assets are written back provided that this does not cause the carrying amounts to exceed the amortized cost of acquisition. Available-for-sale equity instruments, however, are not written back.
Financial assets are derecognized when contractual rights to receive cash flows from the financial assets expire or the financial assets are transferred together with all material risks and benefits.
Derivatives
The Bayer Group uses derivatives to mitigate the risk of changes in exchange rates, interest rates and commodity prices. Hedge accounting is applied for these derivatives where appropriate.
Contracts concluded in order to receive or deliver non-financial goods for the company’s own purposes are not accounted for as derivatives but treated as pending transactions. Where embedded derivatives are identified that are required to be separated from the pending transactions, they are accounted for separately. To take advantage of market opportunities or cover possible peak demand, a non-material volume of transactions may be entered into for which the possibility of immediate resale cannot be excluded. Such transactions are allocated to separate portfolios upon acquisition and accounted for as derivatives according to IAS 39. Changes in the fair values of these derivatives are recognized directly in the income statement.
Changes in the values of forward exchange contracts and currency options serving as hedges of items in the statement of financial position are reflected in exchange gains and losses, while changes in the values of interest-rate swaps and interest-rate options are recognized in interest income and expense. Changes in the fair values of commodity futures and options, and of forward exchange contracts used to hedge forecasted transactions in foreign currencies, are recognized in other operating income and expenses.
The fair values of derivatives either correspond to market data or they are measured by the usual methods in light of the market data available at the measurement date. Currency and commodity contracts are measured individually at their forward rates or forward prices on the closing date. These depend on spot rates or prices including time spreads. The fair values of interest-rate hedging instruments are determined by discounting future cash flows over the remaining terms of the instruments at market rates of interest. The present value of each interest-rate or cross-currency interest-rate swap transaction is measured individually as of the closing date. Interest income is recognized in the income statement at the date of payment or, in case of accrual, at the closing date.
Changes in the fair values of derivatives designated as fair value hedges and the adjustments in the carrying amounts of the underlying transactions are recognized in the income statement. Changes in the fair values of the effective portion of derivatives designated as cash flow hedges are initially recognized not in the income statement, but in equity (under accumulated other comprehensive income). They are released to the income statement when the underlying transaction is realized. If such a derivative is sold or ceases to qualify for hedge accounting, the change in its value continues to be recognized in accumulated other comprehensive income until the forecasted transaction is realized. If the forecasted transaction is no longer probable, the amount previously recognized in accumulated other comprehensive income is released to the income statement.
The income and expense reflected in the non-operating result pertaining to the derivatives and the underlying transactions are shown separately. Income and expense are not offset.
Inventories
In accordance with IAS 2 (Inventories), inventories encompass assets held for sale in the ordinary course of business (finished goods and goods purchased for resale), in the process of production for such sale (work in process) or in the form of materials or supplies to be consumed in the production process or in the rendering of services (raw materials and supplies). Inventories are recognized at their cost of acquisition or production – calculated by the weighted-average method – or at their net realizable value, whichever is lower. The net realizable value is the achievable sale proceeds under normal business conditions less estimated cost to complete and selling expenses.
Taxes
Income taxes comprise the taxes levied on taxable income in the individual countries and the changes in deferred tax assets and liabilities. The income taxes recognized are reflected at the amounts likely to be payable under the statutory regulations in force, or already enacted in relation to future periods, as of the closing date.
The remaining taxes, such as property, electricity and other energy taxes, are included in the functional cost items.
In compliance with IAS 12 (Income Taxes), deferred taxes are recognized for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position prepared according to IFRS and those in the statement of financial position drawn up for tax purposes. Deferred taxes are also recognized for consolidation measures and for tax loss carryforwards likely to be realizable.
Deferred tax assets relating to deductible temporary differences, tax credits and tax loss carryforwards are recognized where it is sufficiently probable that taxable income will be available in the future to enable the tax loss carryforwards to be utilized. Deferred tax liabilities are recognized on temporary differences taxable in the future. Deferred taxes are calculated at the rates which – on the basis of the statutory regulations in force, or already enacted in relation to future periods, as of the closing date – are expected to apply in the individual countries at the time of realization. Deferred tax assets and deferred tax liabilities are offset if they relate to income taxes levied by the same taxation authority. The effects of changes in tax rates or tax law on deferred tax assets and liabilities are generally accounted for in the period in which the changes are substantively enacted. Such effects are normally recognized in the income statement. Effects on deferred taxes previously recognized in other comprehensive income are reflected in equity.
Where gains or losses are recognized directly in equity, this also applies to the related deferred tax assets or liabilities.
The probability that deferred tax assets resulting from temporary differences or loss carryforwards can be utilized in the future is the subject of forecasts by the individual consolidated companies regarding their future earnings situation and other parameters.
Deferred tax liabilities are recognized on planned dividend payments by subsidiaries. Where a dividend payment is not planned for the long term, no deferred tax liability is recognized on the difference between the proportionate net assets according to IFRS and the tax base of the investment in the subsidiary.
Provisions for pensions and other post-employment benefits
Group companies provide retirement benefits for most of their employees, either directly or by contributing to privately or publicly administered funds. The way these benefits are provided varies according to the legal, fiscal and economic conditions of each country, the benefits generally being based on employee compensation and years of service. The obligations relate both to existing retirees’ pensions and to pension entitlements of future retirees.
Group companies provide retirement benefits under defined contribution and/or defined benefit plans. In the case of defined contribution plans, the company pays contributions to publicly or privately administered pension schemes on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the company has no further payment obligations. The regular contributions constitute expenses for the year in which they are due and as such are included in the functional cost items, and thus in the operating result (EBIT). All other retirement benefit systems are defined benefit plans, which may be either unfunded, i. e. financed by provisions, or funded, i. e. financed through pension funds. All income and expenses relating to defined benefit plans other than from interest cost and the expected return on plan assets are recognized in the operating result (EBIT). Interest cost and the expected return on plan assets are reflected in the non-operating result under other non-operating income and expense. Actuarial gains and losses from defined benefit plans and deductions in connection with asset limitation are reported net of taxes in the statement of comprehensive income without affecting the income statement and reflected in the statement of changes in equity, as well as being recognized in full in the respective provision. Early-retirement and certain other benefits to retirees are also included in the provisions for pensions, since these obligations are similar in character to pension obligations.
The present value of provisions for defined benefit plans and the resulting expense are calculated in accordance with IAS 19 (Employee Benefits) by the projected unit credit method. The future benefit obligations are valued by actuarial methods on the basis of specific assumptions regarding beneficiary structure and the economic environment. These relate mainly to the discount rate, the expected return on plan assets, the rate of future compensation increases, variations in health care costs, and attrition and mortality rates.
The discount rates used are calculated from the yields of high-quality corporate bond portfolios in specific currencies with cash flows approximately equivalent to the expected disbursements from the pension plans. The uniform discount rate derived from this interest-rate structure is thus based on the yields, at the closing date, of a portfolio of AA-rated corporate bonds whose weighted residual maturities approximately correspond to the duration necessary to cover the entire benefit obligation. If there are no AA-rated corporate bonds of equal duration, the obligations are discounted at the interest rate for government bonds or interest-rate swaps in effect at the closing date. This is adjusted in line with the credit spread for corporate bonds.
The expected long-term return on plan assets, determined on the basis of published and internal capital market reports and forecasts for each asset class, is applied to the fair value of plan assets at each year end.
The effects of changes in important parameters are explained in
Note [25].
According to the projected unit credit method, benefit expense is spread over each employee’s entire period of employment, already allowing for future increases in compensation.
The fair value of plan assets is deducted from the present value of the defined benefit obligation for pensions and other post-employment benefits. The obligations and plan assets are valued at regular intervals of not more than three years. Comprehensive actuarial valuations for all major plans are performed annually as of December 31. The difference between the defined benefit obligation – after deducting the fair value of plan assets – and the net liability recognized in the statement of financial position is attributable to unrecognized past service cost. Plan assets in excess of the benefit obligation are reflected in other receivables, subject to the asset limitation specified in IAS 19 (Employee Benefits).
Because of changing market and economic conditions, the expenses and the obligations actually arising under the plans in the future may differ materially from the estimates made on the basis of these actuarial assumptions. The plan assets are mainly comprised of equity and fixed-income instruments. Therefore, declining returns on equity markets and markets for fixed-income instruments could necessitate additional contributions to the plans in order to cover current and future pension obligations. Higher or lower rates of employee fluctuation or longer or shorter lives of participants may also affect the amounts of pension income or expense recorded in the future.
Other provisions
Other provisions are recognized for present legal and constructive obligations arising from past events that will probably give rise to a future outflow of resources, provided that a reliable estimate can be made of the amount of the obligations.
Other provisions are measured in accordance with IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) or, where applicable, IAS 19 (Employee Benefits). Where the cash outflow to settle an obligation is expected to occur after one year, the provision is recognized at the present value of the expected cash outflow. Claims for reimbursements from third parties are capitalized separately if their realization is virtually certain.
If the projected obligation declines as a result of a change in the estimate, the provision is reversed by the corresponding amount and the resulting income recognized in the operating expense item(s) in which the original charge was recognized.
To enhance the information content of the estimates, certain provisions that could have a material effect on the financial position or results of operations of the Group are selected and tested for their sensitivity to changes in the underlying parameters. To reflect uncertainty about the likelihood of the assumed events actually occurring, the impact of a 5% change in the probability of occurrence is examined in each case. This analysis has not shown other provisions to be materially sensitive.
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate adjustments to tax income and expense in future periods. The Group establishes provisions for taxes, based on reasonable estimates, for liabilities to the tax authorities of the respective countries that are uncertain as to their amount and the probability of their occurrence. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing legal interpretations by the taxable entity and the responsible tax authority.
Provisions for environmental protection are recorded if future cash outflows are likely to be necessary to ensure compliance with environmental regulations or to carry out remediation work, such costs can be reliably estimated and no future benefits are expected from such measures.
Estimating the future costs of environmental protection and remediation involves many uncertainties, particularly with regard to the status of laws, regulations and the information available about conditions in the various countries and at the individual sites. Significant factors in estimating the costs include previous experiences in similar cases, the conclusions in expert opinions obtained regarding the Group’s environmental programs, current costs and new developments affecting costs, management’s interpretation of current environmental laws and regulations, the number and financial position of third parties that may become obligated to participate in any remediation costs on the basis of joint liability, and the remediation methods likely to be deployed. Changes in these assumptions could impact future reported results.
Taking into consideration experience gained to date regarding environmental matters of a similar nature, provisions are believed to be adequate based upon currently available information. There were no significant changes in assumptions or estimates that would have impacted the income statement in prior years. However, given the difficulties inherent in estimating liabilities in the businesses in which the Group operates, especially those for which the risk of environmental damage is greater in relative terms (CropScience and MaterialScience), it remains possible that material additional costs will be incurred beyond the amounts accrued. It may transpire during remediation work that additional expenditures are necessary over an extended period and that these exceed existing provisions and cannot be reasonably estimated. Management nevertheless believes that such additional amounts, if any, would not have a material adverse effect on the Group’s financial position or results of operations.
Provisions for restructuring only cover expenses that arise directly from restructuring measures, are necessary for restructuring and are not related to future business operations. Such expenses include severance payments to employees and rentals for property that is no longer utilized.
Restructuring measures may include the sale or termination of business units, site closures, relocations of business activities, changes in management structure or fundamental reorganizations of business units.
The respective provisions are established when a detailed restructuring plan has been drawn up, resolved upon by the responsible decision-making level of management and communicated to the employees and/or their representatives. Provisions for restructuring are established at the present value of future disbursements.
Trade-related provisions are recorded mainly for the granting of rebates or discounts, product returns, or obligations in respect of goods or services already received but not yet invoiced.
As a global company with a diverse business portfolio, the Bayer Group is exposed to numerous legal risks, particularly in the areas of product liability, competition and antitrust law, patent disputes, tax assessments and environmental matters. Provisions for litigations are recorded in the statement of financial position in respect of pending or future litigations, subject to a case-by-case examination. Such legal proceedings are evaluated on the basis of the available information, including that from legal counsel acting for the Group, to assess potential outcomes. Where it is more likely than not that a present obligation arising out of legal proceedings will result in an outflow of resources, a provision is recorded in the amount of the present value of the expected cash outflows if these are considered to be reliably measurable. These provisions cover the estimated payments to plaintiffs, court fees, attorney costs and the cost of potential settlements. The evaluation is based on the current status of the litigations as of each closing date and includes an assessment of whether the criteria for recording a provision are met and, if so, the amount of the provision to be recorded.
Litigation and other judicial proceedings generally raise complex issues and are subject to many uncertainties and complexities including, but not limited to, the facts and circumstances of each particular case, the jurisdiction in which each suit is brought and differences in applicable law. The outcome of currently pending and future proceedings therefore cannot be predicted. As a result of a judgment in court proceedings or the conclusion of a settlement, the Bayer Group may incur charges in excess of presently established provisions and related insurance coverage.
Personnel-related provisions are mainly those recorded for annual bonus payments, variable one-time payments, individual performance awards, long-service awards, surpluses on long-term accounts and other personnel costs. Obligations under stock-based compensation programs that provide for awards payable in cash are also included here.
Financial liabilities
Financial liabilities comprise primary financial liabilities and negative fair values of derivatives.
Primary financial liabilities are recognized in the statement of financial position if the Bayer Group has a contractual obligation to transfer cash or other financial assets to another party. Such liabilities are initially recognized at the fair value of the consideration received or the value of payments received less any transaction costs. In subsequent periods, primary financial liabilities are measured at amortized cost using the effective-interest method.
Financial liabilities are derecognized when the contractual obligation is discharged or canceled, or has expired.
Under IAS 32 (Financial Instruments: Presentation), puttable financial instruments may only be classified as equity under certain conditions. Where other stockholders of subsidiaries are contractually entitled to terminate their participation and at the same time claim repayment of their capital contribution, such capital is recognized as a liability even if it is classified as equity in the respective jurisdiction. The redeemable capital of a non-controlling stockholder is recognized at the amount of such stockholder’s pro-rated share of the subsidiary’s net assets.
Other receivables and liabilities
Accrued items and other non-financial assets and liabilities are carried at amortized cost. They are amortized to income by the straight-line method or according to performance of the underlying transaction.
In accordance with IAS 20 (Accounting for Government Grants and Disclosure of Government Assistance), grants and subsidies from third parties that serve to promote investment are reflected in the statement of financial position under other liabilities and amortized to income over the useful lives of the respective assets.
Acquisition accounting
Acquired businesses are accounted for using the acquisition method, which requires that the assets acquired and liabilities assumed be recorded at their respective fair values on the date Bayer gains control.
The application of the acquisition method requires certain estimates and assumptions to be made, especially concerning the fair values of the acquired intangible assets, property, plant and equipment and the liabilities assumed at the acquisition date, and the useful lives of the acquired intangible assets, property, plant and equipment.
Measurement is based to a large extent on anticipated cash flows. If actual cash flows vary from those used in calculating fair values, this may materially affect the Group’s future results of operations. In particular, the estimation of discounted cash flows from intangible assets under development, patented and non-patented technologies and brands is based on assumptions concerning, for example:
- the outcomes of research and development activities regarding compound efficacy, results
of clinical trials etc.,
- the probability of obtaining regulatory approvals in individual countries,
- long-term sales trends,
- possible selling price erosion due to generic competition in the market following patent
expirations,
- the behavior of competitors (launch of competing products, marketing initiatives etc.).
For significant acquisitions, the purchase price allocation is carried out with assistance from independent third-party valuation specialists. The valuations are based on the information available at the acquisition date.
When an acquisition is made in several stages, the existing interest held is completely remeasured at the date on which the acquirer obtains control of the acquiree and recognized at fair value in compliance with IFRS 3 (Business Combinations). If the new fair value of the existing interest already held by the acquirer is higher or lower than its carrying amount, this carrying amount must be adjusted accordingly. This adjustment is recognized in the income statement.
Procedure used in global impairment testing and its impact
Impairment tests are performed not only on individual items of intangible assets, property, plant and equipment, but also at the level of cash-generating units. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Bayer Group regards its strategic business entities and some individual product families as cash-generating units and subjects them to global impairment testing. The strategic business entities constitute the second financial reporting level below the segments.
Cash-generating units are globally tested if there is an indication of possible impairment. Those to which goodwill is allocated are tested at least annually.
Impairment testing involves comparing the carrying amount of each cash-generating unit or item of intangible assets, property, plant or equipment to the recoverable amount, which is the higher of its fair value less costs to sell or value in use. If the carrying amount exceeds the recoverable amount, the asset is impaired by the amount of the difference. If a strategic business entity is found to be impaired, an impairment loss is first recognized on any goodwill allocated to it. Any remaining impairment amount is then allocated among the other assets of the strategic business entity, and pro-rata impairment losses are recognized on the carrying amounts of these assets. The impairments are recognized in the income statement, generally under other operating expenses.
For the purpose of calculating the recoverable amount, both the fair value less costs to sell and the value in use are determined from the present value of the future net cash flows. These are forecast on the basis of the Bayer Group’s current planning, the planning horizon normally being three to five years. Forecasting involves making assumptions, especially regarding future selling prices, sales volumes and costs. Where the recoverable amount is the fair value less costs to sell, the cash-generating unit is measured from the viewpoint of an independent market participant. Where the recoverable amount is the value in use, the cash-generating unit or individual asset is measured as currently used. In either case, net cash flows beyond the planning period are determined on the basis of long-term business expectations using individual growth rates derived from the respective market information.
The net cash inflows are discounted at a rate equivalent to the weighted average cost of equity and debt capital. To allow for the different risk and return profiles of the Bayer Group’s principal businesses, the after-tax cost of capital is calculated separately for each subgroup and a subgroup-specific capital structure is defined by benchmarking against comparable companies in the same industry sector. The cost of equity corresponds to the return expected by stockholders, while the cost of debt is based on the conditions on which comparable companies can obtain long-term financing. Both components are derived from capital market information.
The growth rates applied for impairment testing in 2010 and 2009 and the capital cost factors used to discount the expected cash flows are shown in the following table:
| Impairment Testing Parameters | [Table 4.11] |
|---|
| | HealthCare | CropScience | MaterialScience |
| | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 |
| | % | % | % | % | % | % |
| Growth rate | 0-1.8 | -2.0-0.0 | 1.4-4.0 | 1.5-4.0 | 0.5 | 0.5 |
| After-tax capital cost factor | 6.9 | 5.7 | 7.0 | 6.5 | 6.7 | 6.3 |
| Pre-tax capital cost factor | 8.5-9.9 | 7.3-9.0 | 8.5-12.0 | 7.6-11.7 | 8.4-9.7 | 8.0-10.0 |
As in the previous year, a risk premium of 3.5 percentage points was added to the discount rate for the strategic business entity Crop Improvement, which is part of the Environmental Science, BioScience reporting segment.
The sensitivity analysis for cash-generating units to which goodwill is allocated was based on a 10% decline in future cash flows and a 10% increase in the weighted average cost of capital because changes up to this magnitude are reasonably possible, especially in the long term. Although greater changes than this were observed due to the global economic and financial crisis in the previous year, we do not believe these will be sustained, and such changes therefore remain likely only in the short term. We therefore concluded that there is no indication of potential goodwill impairment in any of the cash-generating units. In 2010, as in 2009, no impairment losses were recorded on the basis of the global annual impairment testing of the cash-generating units. The impairment losses recognized on intangible assets, property, plant and equipment – amounting to €989 million (2009: €149 million) – are explained in
Notes [17] and
[18].
Although the estimates of the useful lives of certain assets, assumptions concerning the macroeconomic environment and developments in the industries in which the Bayer Group operates, and estimates of the discounted future cash flows are believed to be appropriate, changes in assumptions or circumstances could require changes in the analysis. This could lead to additional impairment losses in the future or – except in the case of goodwill – to reversals of impairment losses.