Capital Structure, Investments, and Financing Activities

(37) Financial debt/capital management

Accounting and measurement policies

Financial debt/capital management

Except for lease liabilities and derivatives with negative market values, financial debt is initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.

The accounting and measurement policies for lease liabilities and derivatives are presented in Notes (21) “Leasing” and (39) “Derivative financial instruments”.

The composition of financial debt as well as a reconciliation to net financial debt are presented in the following table:

Financial debt and reconciliation to net financial debt

 

 

 

 

 

 

 

 

 

 

Nominal value

 

 

Dec. 31, 2024 € million

 

Dec. 31, 2023 € million

 

Maturity

 

Interest rate %

 

million

 

Currency

USD bond 2015/2025

 

1.537

 

 

March 2025

 

3,250

 

1.600

 

USD

Eurobond 2020/2025

 

749

 

 

July 2025

 

0.125

 

750

 

Bonds (current)

 

2.286

 

 

 

 

 

 

 

 

 

Bank loans

 

287

 

277

 

 

 

 

 

 

 

 

Liabilities to related parties

 

549

 

206

 

 

 

 

 

 

 

 

Loans from third parties and
other financial debt

 

14

 

20

 

 

 

 

 

 

 

 

Liabilities from derivatives
(financial transactions)

 

31

 

77

 

 

 

 

 

 

 

 

Lease liabilities (IFRS 16)

 

137

 

122

 

 

 

 

 

 

 

 

Current financial debt

 

3.304

 

702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USD bond 2015/2025

 

 

1.444

 

March 2025

 

3,250

 

1.600

 

USD

Eurobond 2020/2025

 

 

748

 

July 2025

 

0.125

 

750

 

Eurobond 2022/2026

 

499

 

499

 

June 2026

 

1,875

 

500

 

Eurobond 2019/2027

 

599

 

598

 

July 2027

 

0.375

 

600

 

Eurobond 2020/2028

 

748

 

748

 

July 2028

 

0.500

 

750

 

Eurobond 2022/2030

 

498

 

497

 

June 2030

 

2.375

 

500

 

Eurobond 2019/2031

 

798

 

797

 

July 2031

 

0.875

 

800

 

Hybrid bond 2024/2054

 

793

 

 

Aug. 20541

 

3.875

 

800

 

Hybrid bond 2014/2074

 

 

499

 

Dec. 20742

 

3.375

 

500

 

Hybrid bond 2019/2079

 

 

499

 

June 20793

 

1,625

 

500

 

Hybrid bond 2019/2079

 

633

 

632

 

June 20794

 

2,875

 

634

 

Hybrid bond 2020/2080

 

841

 

840

 

Sep. 20805

 

1,625

 

842

 

Bonds (non-current)

 

5.407

 

7.802

 

 

 

 

 

 

 

 

Bank loans

 

41

 

7

 

 

 

 

 

 

 

 

Liabilities to related parties

 

880

 

990

 

 

 

 

 

 

 

 

Loans from third parties and other financial debt

 

45

 

47

 

 

 

 

 

 

 

 

Lease liabilities (IFRS 16)

 

625

 

393

 

 

 

 

 

 

 

 

Non-current financial debt

 

6.997

 

9.239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial debt

 

10.301

 

9.941

 

 

 

 

 

 

 

 

less:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2.517

 

1.982

 

 

 

 

 

 

 

 

Current financial assets6

 

629

 

459

 

 

 

 

 

 

 

 

Net financial debt7

 

7.155

 

7.500

 

 

 

 

 

 

 

 

1

The Group has the right to prematurely repay the hybrid bond issued in August 2024 in November 2029.

2

The Group excercised the right to prematurely repay the hybrid bond issued in December 2014 in December 2024.

3

The Group excercised the right to prematurely repay the hybrid bond issued in June 2019 in December 2024.

4

The Group has the right to prematurely repay the hybrid bond issued in June 2019 in June 2029.

5

The Group has the right to prematurely repay the hybrid bond issued in September 2020 in September 2026.

6

Excluding current derivatives (operational) and contingent considerations, which are recognized in the context of business combinations according to IFRS 3.

7

Not defined by International Financial Reporting Standards (IFRS).

The hybrid bonds issued by Merck KGaA, Darmstadt, Germany, are bonds for which the leading rating agencies have given equity credit treatment to half of the issuances, thus making the issuances more favorable to the Group’s credit rating than traditional bond issues. The bonds are recognized in full as financial liabilities in the balance sheet. Although the Group intends to repay them at the earliest possible date, these bonds are principally reported as non-current financial debt for accounting purposes.

As announced on November 20, 2023, the nominal amount of € 275 million of the hybrid bonds issued in 2019 and 2020 was repaid partially.

The early repayment of the hybrid bond issued in 2014 with a nominal volume of € 500 million and the hybrid bond issued in 2019 with a nominal volume of € 500 million took place in December 2024.

The financial debt was not secured by liens or similar forms of collateral. The loan agreements do not contain any financial covenants. The average borrowing cost on December 31, 2024, was 2.2% (December 31, 2023: 2.1%).

Liabilities to related parties primarily consist of liabilities to E. Merck Beteiligungen KG, Darmstadt, Germany, a related party of E. Merck KG, Darmstadt, Germany, and E. Merck KG, Darmstadt, Germany.

Information on liabilities to related parties can be found in Note (45) “Related party disclosures”.

Capital management

The objective of capital management is to ensure the necessary financial flexibility in order to maintain long-term business operations and realize strategic options. Maintaining a stable investment grade rating, ensuring liquidity, limiting financial risks, as well as optimizing the cost of capital are the objectives of our financial policy and set important framework conditions for capital management. In this context, net financial debt as well as gearing, calculated as the ratio of EBITDA pre to net financial debt, are important capital management indicators in the Group.

Traditionally, the capital market represents a major source of financing for the Group through bond issues, among other things. As of December 31, 2024, there were liabilities of € 3.9 billion from the debt issuance program under which all of the euro-denominated bonds were issued (December 31, 2023: € 3.9 billion). In addition, the Group had access to a commercial paper program to meet short-term capital requirements with a volume of € 2.5 billion (December 31, 2023: € 2.5 billion), none of which was utilized as of December 31, 2024, or as of the prior-year reporting date.

Loan agreements represent another major source of financing for the Group. On the balance sheet date, the financing commitments from banks in respect of the Group were as follows:

Bank financing commitments

 

 

Dec. 31, 2024

 

Dec. 31, 2023

 

 

 

 

€ million

 

Financing commitments from banks

 

Utilization

 

Financing commitments from banks

 

Utilization

 

Interest

 

Maturity of financing commitments

Syndicated loan

 

2.500

 

 

2.500

 

 

variable

 

2029

Bilateral credit agreement with banks

 

375

 

 

375

 

 

variable

 

2025

Various bank credit lines

 

287

 

287

 

277

 

277

 

variable

 

<1 year

Project financing

 

41

 

41

 

7

 

7

 

fix

 

2027

 

 

3.203

 

328

 

3.158

 

283

 

 

 

 

There were no indications that the availability of extended credit lines was restricted.

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