Full Press Release Details
Animal Health Business of
Combined Financial Statements
December 31, 2016, 2017 and 2018
Animal Health Business of Bayer Aktiengesellschaft
Combined Financial Statements
| Combined Statements of Income | 2 | |
| Combined Statements of Comprehensive Income | 3 | |
| Combined Statements of Financial Position | 4 | |
| Combined Statements of Changes in Equity | 5 | |
| Combined Statements of Cash Flows | 6 | |
| Notes to the Combined Financial Statements | 7 | |
| 1 | Overview and Summary of Significant Accounting Policies | 7 |
| 2. | Effects of new financial reporting standards | 20 |
| 3. | Scope of combination and acquisition | 27 |
| 4. | Net sales | 30 |
| 5. | Other operating income | 31 |
| 6. | Other operating expenses | 31 |
| 7. | Personnel expenses | 32 |
| 8. | Financial result | 32 |
| 9. | Taxes | 33 |
| 10. | Goodwill and other intangible assets | 36 |
| 11. | Property, plant and equipment | 39 |
| 12. | Other financial assets | 41 |
| 13. | Inventories | 42 |
| 14. | Trade accounts receivable | 42 |
| 15. | Other receivables | 44 |
| 16. | Equity | 45 |
| 17. | Provisions for pensions and other post-employment benefits | 45 |
| 18. | Other provisions | 56 |
| 19. | Financial liabilities | 60 |
| 20. | Other liabilities | 60 |
| 21. | Financial instruments | 61 |
| 22. | Contingent liabilities and other financial information | 72 |
| 23. | Legal risks | 73 |
| 24. | Financial opportunities and risks | 73 |
| 25. | Related parties | 75 |
| 26. | Statements of Cash Flows | 77 |
| 27. | Events after the end of the reporting period | 79 |
Combined Financial Statements
Statements of Income
| million | Note | 2016 | 2017 | 2018 | ||||||||||||
| Net sales | [4] | 1,536 | 1,576 | 1,510 | ||||||||||||
| Cost of goods sold | (451 | ) | (472 | ) | (480 | ) | ||||||||||
| Gross profit | 1,085 | 1,104 | 1,030 | |||||||||||||
| Selling expenses | (566 | ) | (576 | ) | (534 | ) | ||||||||||
| Research and development expenses | (141 | ) | (156 | ) | (142 | ) | ||||||||||
| General administration expenses | (64 | ) | (66 | ) | (55 | ) | ||||||||||
| Other operating income | [5] | 14 | 11 | 14 | ||||||||||||
| Other operating expenses | [6] | (15 | ) | (20 | ) | (14 | ) | |||||||||
| Operating income | 313 | 297 | 299 | |||||||||||||
| Financial income | 6 | 5 | 1 | |||||||||||||
| Financial expenses | (14 | ) | (19 | ) | (10 | ) | ||||||||||
| Financial result | [8] | (8 | ) | (14 | ) | (9 | ) | |||||||||
| Income before income taxes | 305 | 283 | 290 | |||||||||||||
| Income taxes | [9] | (81 | ) | (86 | ) | (76 | ) | |||||||||
| Income after income taxes | 224 | 197 | 214 |
Combined Statements of Comprehensive
| million | Note | 2016 | 2017 | 2018 | ||||||||||||
| Income after income taxes | 224 | 197 | 214 | |||||||||||||
| Remeasurements of the net defined benefit liability for post-employment benefit plans | [17] | (25 | ) | 16 | (18 | ) | ||||||||||
| Income taxes | 6 | (5 | ) | 5 | ||||||||||||
| Other comprehensive income from remeasurements of the net defined benefit liability for post-employment benefit plans | (19 | ) | 11 | (13 | ) | |||||||||||
| Other comprehensive income that will not be reclassified subsequently to profit or loss | (19 | ) | 11 | (13 | ) | |||||||||||
| Changes in fair values of derivatives designated as cash flow hedges | [21.3] | (4 | ) | 10 | (15 | ) | ||||||||||
| Reclassified to profit or loss | [21.3] | (1 | ) | - | - | |||||||||||
| Income taxes | 2 | (3 | ) | 3 | ||||||||||||
| Other comprehensive income from cash flow hedges | (3 | ) | 7 | (12 | ) | |||||||||||
| Changes in exchange differences recognized on translation of operations outside the eurozone | 11 | (39 | ) | 9 | ||||||||||||
| Reclassified to profit or loss | - | - | - | |||||||||||||
| Other comprehensive income from exchange differences | 11 | (39 | ) | 9 | ||||||||||||
| Other comprehensive income that may be reclassified subsequently to profit or loss | 8 | (32 | ) | (3 | ) | |||||||||||
| Total other comprehensive income | (11 | ) | (21 | ) | (16 | ) | ||||||||||
| Total comprehensive income | 213 | 176 | 198 |
Statements of Financial Position
| million | Note | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | ||||||||||||
| Noncurrent assets | ||||||||||||||||
| Goodwill | [10] | 56 | 95 | 97 | ||||||||||||
| Other intangible assets | [10] | 85 | 136 | 128 | ||||||||||||
| Property, plant and equipment | [11] | 186 | 187 | 211 | ||||||||||||
| Other financial assets | [12] | 19 | 5 | 12 | ||||||||||||
| Other receivables | [15] | 7 | 5 | 3 | ||||||||||||
| Deferred taxes | [9] | 178 | 147 | 155 | ||||||||||||
| 531 | 575 | 606 | ||||||||||||||
| Current assets | ||||||||||||||||
| Inventories | [13] | 242 | 259 | 281 | ||||||||||||
| Trade accounts receivable | [14] | 174 | 181 | 184 | ||||||||||||
| Other financial assets | [12] | 832 | 928 | 1,030 | ||||||||||||
| Other receivables | [15] | 27 | 24 | 21 | ||||||||||||
| Claims for income tax refunds | - | 88 | 126 | |||||||||||||
| 1,275 | 1,480 | 1,642 | ||||||||||||||
| Total assets | 1,806 | 2,055 | 2,248 | |||||||||||||
| Equity | ||||||||||||||||
| Invested equity attributable to Bayer Group | [16] | 1,086 | 1,386 | 1,551 | ||||||||||||
| Other components of equity | [16] | 8 | (24 | ) | (27 | ) | ||||||||||
| Total invested equity attributable to Bayer Group | 1,094 | 1,362 | 1,524 | |||||||||||||
| Noncurrent liabilities | ||||||||||||||||
| Provisions for pensions and other post-employment benefits | [17] | 162 | 155 | 178 | ||||||||||||
| Other provisions | [18] | 19 | 23 | 24 | ||||||||||||
| Financial liabilities | [19] | 2 | 20 | 23 | ||||||||||||
| Other liabilities | [20] | 25 | 4 | 7 | ||||||||||||
| Deferred taxes | [9] | 18 | 34 | 39 | ||||||||||||
| 226 | 236 | 271 | ||||||||||||||
| Current liabilities | ||||||||||||||||
| Other provisions | [18] | 114 | 113 | 65 | ||||||||||||
| Refund liabilities | - | - | 52 | |||||||||||||
| Contract liabilities | [4] | - | - | 2 | ||||||||||||
| Financial liabilities | [19] | 141 | 156 | 142 | ||||||||||||
| Trade accounts payable | 128 | 135 | 150 | |||||||||||||
| Income tax liabilities | 29 | 1 | 7 | |||||||||||||
| Other liabilities | [20] | 74 | 52 | 35 | ||||||||||||
| 486 | 457 | 453 | ||||||||||||||
| Total equity and liabilities | 1,806 | 2,055 | 2,248 |
Combined Statements of Changes
| Other Components of Equity | ||||||||||||||||
| million | Invested equity attributable to Bayer Group | Exchange differences | Cash flow hedges | Total invested equity attributable to Bayer Group | ||||||||||||
| Jan. 1, 2016 | 787 | - | - | 787 | ||||||||||||
| Equity transactions with owners | ||||||||||||||||
| Withdrawals/contributions | 94 | - | - | 94 | ||||||||||||
| Other comprehensive income | (19 | ) | 11 | (3 | ) | (11 | ) | |||||||||
| Income after income taxes | 224 | - | - | 224 | ||||||||||||
| Dec. 31, 2016 | 1,086 | 11 | (3 | ) | 1,094 | |||||||||||
| Equity transactions with owners | ||||||||||||||||
| Withdrawals/contributions | 92 | - | - | 92 | ||||||||||||
| Other comprehensive income | 11 | (39 | ) | 7 | (21 | ) | ||||||||||
| Income after income taxes | 197 | - | - | 197 | ||||||||||||
| Dec. 31, 2017 | 1,386 | (28 | ) | 4 | 1,362 | |||||||||||
| Adjustments on adoption of IFRS 9 (after tax) | (1 | ) | - | - | (1 | ) | ||||||||||
| Adjustments on adoption of IFRS 15 (after tax) | 16 | - | - | 16 | ||||||||||||
| Jan. 1, 2018, adjusted | 1,401 | (28 | ) | 4 | 1,377 | |||||||||||
| Equity transactions with owners | ||||||||||||||||
| Withdrawals/contributions | (51 | ) | - | - | (51 | ) | ||||||||||
| Other comprehensive income | (13 | ) | 9 | (12 | ) | (16 | ) | |||||||||
| Income after income taxes | 214 | - | - | 214 | ||||||||||||
| Dec. 31, 2018 | 1,551 | (19 | ) | (8 | ) | 1,524 |
Combined Statements of Cash Flows
| million | 2016 | 2017 | 2018 | |||||||||
| Income after income taxes | 224 | 197 | 214 | |||||||||
| Income taxes | 81 | 86 | 76 | |||||||||
| Financial result | 8 | 14 | 9 | |||||||||
| Income taxes paid | (50 | ) | (113 | ) | (53 | ) | ||||||
| Depreciation, amortization and impairments | 30 | 46 | 41 | |||||||||
| Change in pension provisions | (25 | ) | 24 | (11 | ) | |||||||
| Gain/loss on sale of property, plant, equipment and other noncurrent assets | (5 | ) | 1 | - | ||||||||
| Decrease (increase) in inventories | (2 | ) | (46 | ) | 16 | |||||||
| Decrease (increase) in trade accounts receivable | (2 | ) | (8 | ) | 10 | |||||||
| Increase in trade accounts payable | 3 | 25 | 15 | |||||||||
| Changes in other working capital, other noncash items | (75 | ) | (76 | ) | (93 | ) | ||||||
| Net cash provided by operating activities | 187 | 150 | 224 | |||||||||
| Cash outflows for additions to property, plant, equipment and intangible assets | (37 | ) | (46 | ) | (51 | ) | ||||||
| Cash inflows from sales of property, plant, equipment and other assets | 8 | 4 | 2 | |||||||||
| Cash outflows for acquisitions less acquired cash | - | (158 | ) | - | ||||||||
| Interest and dividends received | 5 | 5 | 1 | |||||||||
| Cash outflows for borrowings to Remaining Bayer | (178 | ) | (79 | ) | (116 | ) | ||||||
| Net cash used in investing activities | (202 | ) | (274 | ) | (164 | ) | ||||||
| Other financial transactions with Bayer Group | (77 | ) | 70 | (110 | ) | |||||||
| Hedging transactions with Bayer Group | 7 | (14 | ) | 8 | ||||||||
| Contributions from (to) Bayer Group | 94 | 92 | (51 | ) | ||||||||
| Proceeds from the issuance of debt with Bayer Group | 1 | - | 100 | |||||||||
| Retirements of debt with Bayer Group | - | (15 | ) | (5 | ) | |||||||
| Interest paid | (10 | ) | (9 | ) | (2 | ) | ||||||
| Net cash provided by (used in) financing activities | 15 | 124 | (60 | ) | ||||||||
| Change in cash and cash equivalents due to business activities | - | - | - | |||||||||
| Cash and cash equivalents at beginning of year | - | - | - | |||||||||
| Cash and cash equivalents at end of year | - | - | - |
Refer to Note 26 for additional details regarding the Combined
Statements of Cash Flows.
Notes to the Combined Financial Statements
1. Overview and Summary of Significant Accounting
The Animal Health segment ("Animal
Health" or "the Company") of Bayer AG, Leverkusen ("Bayer" or "Bayer Group") develops,
produces and markets prescription and non-prescription veterinary products to promote the health and wellbeing of companion and
farm animals. The Company's companion animal products, which focus on the prevention and treatment of parasites and infections,
include the Advantage , Seresto , and Drontal , and Baytril products. Farm animal products include medicines
and solutions to treat parasitic diseases, in addition to anti-invectives, immunostimulants, pharmacological treatments and farm
On November 29, 2018, Bayer announced its
intention to divest the Animal Health segment. The Combined Financial Statements were prepared on August 6, 2019 by management
of Bayer Animal Health GmbH, Alfred-Nobel-Str. 50, 40789 Monheim am Rhein, Germany.
1.2 Basis of Presentation
These financial statements were prepared
in accordance with the International Financial Reporting Standards ("IFRS") - as issued by the International
Accounting Standards Board ("IASB") and are derived from Bayer's consolidated financial statements. They are
prepared on a combined basis.
During the reporting periods presented,
Animal Health was not a group of entities under the control of an immediate parent as defined by IFRS 10 ("Consolidated Financial
Statements") and did not historically prepare consolidated financial statements. The Combined Financial Statements reflect
the companies and the operations assigned to Animal Health as historically included in the IFRS consolidated financial statements
of the Bayer Group and managed by Animal Health management. The Combined Financial Statements reflect the legal entities historically
fully dedicated to Animal Health (dedicated entities), in addition to balances held by legal entities shared between the Animal
Health segment and other Bayer Group businesses (shared entities) for each of the periods presented. Transactions and account balances
associated with Bayer Group businesses outside the scope of combination ("Remaining Bayer") are excluded from the Combined
Financial Statements (Refer to Note 3.1 for the scope of combination.)
The Combined Statements of Income include
revenues and expenses directly attributable to Animal Health. In addition, Bayer Group historically provided general corporate
services to Animal Health, including communications and public affairs, controlling and planning, human resources, procurement,
risk management, engineering and technology, accounting, and finance. The costs for general corporate services are directly attributed
at historical cost or, where this was not possible, allocated using appropriate and consistent allocation methods, including revenue,
expenses, headcount, or other relevant measures. Management of the Company and Bayer Group consider these allocations to be a reasonable
reflection of the utilization of services by, or the benefits provided to, Animal Health. These allocations may not reflect the
expenses Animal Health would have incurred as a standalone company for the periods presented. Consistent with Bayer Group, the
new accounting standards IFRS 9 ("Financial Instruments") and IFRS 15 ("Revenue from Contracts with Customers")
were applied for the first time as of January 1, 2018 using the modified retrospective approach. Therefore, the new standards have
not been applied consistently for all periods in the Combined Financial Statements.
The Combined Statements of Financial Position
of Animal Health include assets and liabilities specifically identifiable or attributable to Animal Health. The assets and liabilities
of Animal Health were measured at carrying amounts that were included in Bayer Group's consolidated financial statements.
Assets and liabilities are classified by
maturity. They are regarded as current if they mature within one year or within the normal business cycle of the Company. The normal
business cycle is defined for this purpose as beginning with the procurement of the resources necessary for the production process
and ending with the receipt of cash or cash equivalents as consideration for the sale of the goods or services produced in that
process. Inventories and trade accounts receivables and payables are always presented as current items. Deferred tax assets and
liabilities and pension provisions are always presented as noncurrent items.
Historically, Animal Health financed its
operations using cash pooling or financing arrangements through entities of Bayer Group. The treatment of the associated financing
balances varies for dedicated and shared entities. The Combined Financial Statements include interest expense, interest income,
Other financial assets (Note 12), and Financial liabilities (Note 19) balances resulting from cash pooling agreements between dedicated
Animal Health entities and Bayer Group. Conversely, balances resulting from such cash pooling arrangements for shared entities,
including cash, debt, interest expenses, and interest income, are excluded from the Combined Financial Statements, unless they
can be fully attributed to Animal Health. The Combined Statements of Income only include interest income and expense amounts pertaining
to financing arrangements attributable to Animal Health. Furthermore, debt and related interest expenses incurred outside the Animal
Health scope of combination are excluded from the Combined Financial Statements. Consequently, Animal Health's Combined Financial
Statements may not reflect the same financing costs, had the Company obtained financing on a stand-alone basis.
The combined financial information presented
does not necessarily reflect the financial position and results of operations that would have occurred if Animal Health had existed
as a separate company during each of the reporting periods presented. The fact that Animal Health did not historically exist therefore
limits the applicability of the combined financial information. It also means that the combined financial information cannot be
used to forecast the future development of the operations that have been combined to form the Animal Health business.
All figures are presented in euro (EUR).
Amounts are stated in millions of euros ( million) except when otherwise indicated. As the indicators in this report are
stated in accordance with commercial rounding principles, totals and percentages may not always be exact.
1.3 Significant Accounting Policies and Critical Accounting
Estimates and Judgements
In general, Animal Health applied the same
accounting policies and measurement principles in preparing the Combined Financial Statements as those used by Bayer Group in the
preparation of financial information included in Bayer's consolidated financial statements.
Critical Accounting Estimates
Certain accounting policies are considered
to be critical to the Company. An accounting policy is considered to be critical if, the Management's judgement, its selection
or application materially affects the Company's financial position or results. The application of the Company's accounting
policies also requires the use of estimates and assumptions that affect the Company's financial position or results. Below
is a summary of areas in which estimation is applied primarily in the context of applying critical accounting policies and judgements.
Under IFRS, management is required to make
estimates, judgments and assumptions that affect the amounts reported in Combined Financial Statements and accompanying notes.
Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under
the circumstances. These estimates form the basis for making judgments that affect the carrying amounts of assets and liabilities
as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Making estimates
and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond
the Company's control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have