Operating Assets, Liabilities, and Contingent Liabilities

(18) Goodwill

Accounting and measurement policies
Goodwill

In the course of business combinations, goodwill is recognized on the acquisition date. The option to measure non-controlling interests at fair value on the date of their acquisition (full goodwill method) is not utilized.

The purpose of impairment testing in accordance with IAS 36 is to ensure that the carrying amount of assets in the balance sheet is not higher than their recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal and the value in use.

Method for impairment testing

Impairment testing for goodwill takes place at the level of the Life Science, Healthcare and Electronics business sectors. These groups of cash-generating units (CGUs) are the lowest level at which goodwill at the Group is monitored for internal management purposes.

Impairment testing is performed on a scheduled basis in the third quarter of every year and on an ad hoc basis where there are indications of impairment. The existence of indications of impairment is monitored using various factors such as changes in medium-term planning, analyst forecasts, validation multiples, and the Group’s average market capitalization compared to its balance sheet equity.

As in the previous year, the recoverable amount for all CGUs in the 2024 reporting year was determined on the basis of the fair value less costs of disposal, which was calculated using the discounted cash flow method (Level 3 in the IFRS 13 fair value hierarchy).

In calculating the fair value, the expected post-tax cash flows are derived from the medium-term plans prepared by the business sectors. For increased accuracy, the medium-term planning for all CGUs was extended by two years compared with the previous year and now covers a period of six years starting from the following year (2023: four years). In the Healthcare CGU, the transition to the terminal value takes place after six years starting from the following year (2023: four years). Due to extensive investments in the Life Science and Electronics CGUs, an additional two years (2023: four years) are planned for these CGUs after the medium-term planning period in line with business-specific assumptions before the transition to the terminal value takes place by applying a long-term growth rate.

Sales planning is based on internal past experience and largely non-observable input factors in the market, such as new products from the development pipeline, expected future market shares, selling prices and volumes and expansion investments. The profit margins used in planning are based on past experience adjusted for expected profitability developments.

The discount factor after taxes is derived on the basis of the following input parameters:

Input parameters for derivation of discount factor after taxes

Risk-free interest rate

 

Derived from the returns of long-term government bonds based on the Svensson method

Beta factor

 

Derived from the respective sector-specific peer group

Market risk premium

 

Based on a combination of different estimating methods; e.g. historical and implied stock yields

Cost of debt and capital structure

 

Derived from the market data of the respective peer group companies

The long-term growth rate after the detailed planning period is determined taking into account expected long-term growth and long-term inflation expectations.

Significant measurement assumptions

In the Life Science CGU, the expected average sales growth in the period until the transition to the terminal value was a higher single-digit percentage (2023: higher single-digit percentage). The sales expectation for the Life Science CGU is supported primarily by the anticipated long-term positive development in the Process Solutions and Life Science Services business units, based on ongoing high market growth and the continuing expansion of the portfolio. Taking into account Group costs allocated on a pro rata basis, the EBITDA pre margin applied in the period until the transition to the terminal value was around 30% (2023: around 31%).

The expected average net sales in the Healthcare CGU in connection with the calculation of fair value less costs of disposal were largely stable in the detailed planning period (2023: mid-single-digit percentage growth rate). The sales performance reflected the probability of regulatory approval of drug candidates in the existing research and development programs. Taking into account Group costs allocated on a pro rata basis, the EBITDA pre margin applied in the period until the transition to the terminal value was around 31% (2023: around 30%).

The calculation of the recoverable amount of the Electronics CGU included the expected average sales growth in the period until the transition to the terminal value at a higher single-digit percentage (2023: higher single-digit percentage). The sales expectation for the Electronics CGU is primarily based on the long-term growth trend in the market for semiconductor materials and positive sales contributions as a result of extensive investments. Taking into account Group costs allocated on a pro rata basis, the EBITDA pre margin applied in the period until the transition to the terminal value was around 27% (2023: around 29%).

The additional significant value-relevant assumptions underlying the goodwill impairment tests are quantified below.

Significant value-relevant assumptions

 

 

Long-term growth rate

 

Weighted cost of capital after tax

in %

 

2024

 

2023

 

2024

 

2023

Life Science

 

2.0%

 

2.0%

 

8.3%

 

8.2%

Healthcare

 

1.0%

 

1.0%

 

6.3%

 

6.3%

Electronics

 

2.0%

 

2.0%

 

7.6%

 

8.1%

Net cash flows were discounted using the cost of capital after taxes.

Significant discretionary decisions and sources of estimation uncertainty

Goodwill

The determination of the recoverable amount is subject to discretion and significant estimation uncertainty. Assumptions regarding the amount of net cash flows, long-term growth rates and discount factors are considered a material source of estimation uncertainty due to their inherent uncertainty. Although the Group assumes that the assumptions applied in calculating the recoverable amount are appropriate, changes to these assumptions could result in goodwill impairment with an adverse impact on the net assets, financial position and results of operations. In the Electronics CGU in particular, there is a high degree of dependence on the assumptions concerning the long-term growth trend in the market for semiconductor materials.

As in the previous year, the recoverable amount in impairment testing in fiscal 2024 was well above the carrying amount of the respective CGU at more than 15% higher. Regardless of this, the results of the valuation were checked for plausibility against externally available “sum of the parts” calculations and validated using multiples based on peer group information.

In addition, sensitivity analyses of the key assumptions were performed as part of the scheduled impairment tests. The following table presents the minimum amount by which individual key assumptions could have changed when viewed in isolation before the impairment test triggered the recognition of an impairment loss.

Change of key assumptions before recognition of an impairment loss

 

 

Decrease in net cash flows

 

Decrease in long-term growth rate

 

Increase in cost of capital after tax

 

 

%

 

percentage points

 

percentage points

 

 

2024

 

2023

 

2024

 

2023

 

2024

 

2023

Life Science

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

Healthcare

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

Electronics

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

The goodwill shown below mainly resulted from the following acquisitions: Versum Materials Inc., United States; Sigma-Aldrich Corporation, United States; AZ Electronic Materials S.A., Luxembourg; Millipore Corporation, United States; and Serono SA, Switzerland.

Goodwill

 

 

Goodwill

€ million

 

Life Science

 

Healthcare

 

Electronics

 

Total

Net carrying amounts, Jan. 1, 20231

 

12,193

 

1,525

 

4,671

 

18,389

Other additions

 

 

 

 

Disposals due to divestments/Reclassification to assets held for sale

 

 

 

 

Transfers

 

 

 

 

Impairment losses

 

 

 

 

Currency translation difference

 

-406

 

 

-138

 

-544

Net carrying amounts as of Dec. 31, 20231

 

11,787

 

1,525

 

4,532

 

17,845

 

 

 

 

 

 

 

 

 

Net carrying amounts, Jan. 1, 20241

 

11,787

 

1,525

 

4,532

 

17,845

Additions

 

468

 

 

122

 

590

Disposals due to divestments/Reclassification to assets held for sale

 

 

 

-162

 

-162

Transfers

 

 

 

 

Impairment losses

 

 

 

 

Currency translation difference

 

665

 

 

215

 

880

Net carrying amounts as of Dec. 31, 20241

 

12,919

 

1,525

 

4,708

 

19,152

1

Net carrying amounts equal the gross amount.

The changes in goodwill caused by foreign exchange rates resulted almost exclusively from translating the goodwill from the acquisitions of Versum Materials, Inc., United States, Sigma-Aldrich Corporation, United States, and Millipore Corporation, United States, which were mostly denominated in U.S. dollars.

Goodwill impairment testing did not give rise to the need to recognize any impairment losses in either fiscal 2023 or fiscal 2024.

The additions in fiscal 2024 resulted from the acquisition of Mirus Bio LLC, United States, Unity-SC SAS, France, and Hub Organoids Holding B.V., Netherlands (see Note (6) “Acquisitions and divestments”).

The reclassification to assets held for sale was due to the planned divestment of the Surface Solutions business (see Note (6) “Acquisitions and divestments”).

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