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  Bayer Global
  Investor Relations
  Financial Reports 2005
 
Notes to the Balance Sheets
19. Goodwill and other intangible assets
26 of 34
 

Changes in intangible assets in 2005 were as follows:

         
  Acquired concessions, industrial property rights, similar rights and assets, and licenses thereunder Acquired goodwill Advance payments Total
EUR million        
Gross carrying amounts, Dec. 31, 2004 7,137 2,470 38 9,645
Exchange differences 395 179 2 576
Elimination of accumulated amortization prior to application of IFRS 3 – (643) – (643)
Changes in scope of consolidation 0 – – 0
Acquisitions 1,384 661 – 2,045
Capital expenditures 82 – 14 96
Retirements (217) (44) (23) (284)
Transfers 15 0 (17) (2)
Gross carrying amounts, Dec. 31, 2005 8,796 2,623 14 11,433
Accumulated amortization
and write-downs, Dec. 31, 2004
3,088 604 1 3,693
Exchange differences 222 39 0 261
Elimination of accumulated amortization prior to application of IFRS 3 – (643) – (643)
Changes in scope of consolidation 0 – – 0
Amortization and
write-downs in 2005
622 – 0 622
   of which write-downs 22 – 0 22
Write-backs 0 – 0
Retirements (187) 0 0 (187)
Transfers (1) 0 0 (1)
Accumulated amortization
and write-downs,
Dec. 31, 2005
3,744 0 1 3,745
Net carrying amounts,
Dec. 31, 2005
5,052 2,623 13 7,688
Net carrying amounts,
Dec. 31, 2004
4,049 1,866 37 5,952

The exchange differences are the differences between the carrying amounts at the beginning and the end of the year that result from translating the figures of companies outside the euro zone at the respective different exchange rates and changes in their assets during the year at the average rate for the year. This translation method generally also applies to acquisition-related goodwill and remeasurement amounts reflected in the statements of companies outside the euro zone.

For further information on acquisitions and divestitures see Note [7.2]. Additional details of the impairment testing procedure for goodwill and how goodwill is allocated among the reporting segments are given in Note [4.5].

Following the publication of IFRS 3 and the revised standards IAS 36 (Impairment of Assets) and IAS 38 (Intangible Assets), goodwill and other indefinite-lived intangible assets are no longer amortized as of January 1, 2005 but tested for impairment. There are no accumulated value adjustments for goodwill.

The acquired concessions, industrial property rights, similar rights and assets, and licenses thereunder in the Group can be assigned to the following categories:

             
  Patents Trademarks Marketing and distribution rights Production rights Other rights Total
EUR million            
Gross carrying amounts, Dec. 31, 2004 1,634 1,029 626 1,933 1,915 7,137
Exchange differences 73 41 91 5 185 395
Changes in scope of consolidation – – – – 0 0
Acquisitions 13 1,068 160 74 69 1,384
Capital expenditures 12 – 6 0 64 82
Retirements (68) (7) 0 (11) (131) (217)
Transfers 41 (4) (3) (11) (8) 15
Gross carrying amounts, Dec. 31, 2005 1,705 2,127 880 1,990 2,094 8,796
Accumulated amortization and write-downs,
Dec. 31, 2004
602 331 205 510 1,440 3,088
Exchange differences 30 15 31 2 144 222
Changes in scope of consolidation – – – – 0 0
Amortization and write-downs in 2005 155 92 76 164 135 622
   of which write-downs 4 1 15 0 2 22
Write-backs – – – – 0 0
Retirements (53) (1) 0 (4) (129) (187)
Transfers 1 (1) 0 (5) 4 (1)
Accumulated amortization and write-downs,
Dec. 31, 2005
735 436 312 667 1,594 3,744
Net carrying amounts, Dec. 31, 2005 970 1,691 568 1,323 500 5,052
Net carrying amounts, Dec. 31, 2004 1,032 698 421 1,423 475 4,049

Over the next five years, amortization of the intangible assets recognized in 2005 is expected to be as follows:

Estimated amortization of intangible assets  
EUR million  
2006 575
2007 446
2008 418
2009 378
2010 367

Possible future acquisitions and/or divestments of intangible assets are not taken into account in computing the above amounts and may therefore cause them to vary.

Changes in intangible assets in 2004 were as follows:

         
  Acquired concessions,
industrial property rights,
similar rights and assets,
and licenses thereunder
Acquired
goodwill
Advance
payments
Total
EUR million        
Gross carrying amounts,
Dec. 31, 2003
7,110 2,522 45 9,677
Exchange differences (175) (66) 0 (241)
Changes in scope of consolidation 1 2 0 3
Acquisitions 140 214 – 354
Capital expenditures 52 – 35 87
Retirements (44) (202) (6) (252)
Transfers 53 0 (36) 17
Gross carrying amounts,
Dec. 31, 2004
7,137 2,470 38 9,645
Accumulated amortization and write-downs,
Dec. 31, 2003
2,637 624 5 3,266
Exchange differences (111) (15) – (126)
Changes in scope of consolidation 1 0 0 1
Amortization and write-downs in 2004 577 174 0 751
   of which write-downs 4 0 0 4
Write-backs 0 – – 0
Retirements (31) (179) 0 (210)
Transfers 15 0 (4) 11
Accumulated amortization and write-downs,
Dec. 31, 2004
3,088 604 1 3,693
Net carrying amounts, Dec. 31, 2004 4,049 1,866 37 5,952


20. Property, plant and equipment
Changes in property, plant and equipment in 2005 were as follows:

 
  Land
and
buildings
Plant installations and machinery Furniture, fixtures and other equipment

Construction in
progress and advance
payments to
vendors and sub-contractors

Total
EUR million          
Gross carrying amounts,
Dec. 31, 2004
6,562 12,021 1,873 505 20,961
Exchange differences 322 623 92 67 1,104
Changes in scope of consolidation 5 3 3 0 11
Acquisitions 73 63 8 11 155
Capital expenditures 81 223 103 885 1,292
Retirements (176) (304) (239) (9) (728)
Transfers 147 284 120 (549) 2
Gross carrying amounts,
Dec. 31, 2005
7,014 12,913 1,960 910 22,797
Accumulated depreciation and
write-downs,
Dec. 31, 2004
3,610 8,292 1,397 0 13,299
Exchange differences 134 392 66 0 592
Changes in scope of consolidation 1 1 3 – 5
Depreciation and write-downs in 2005 244 757 207 5 1,213
   of which write-downs 37 12 1 5 55
Write-backs 0 0 0 – 0
Retirements (148) (270) (211) (5) (634)
Transfers 16 (16) 1 0 1
Accumulated depreciation and write-downs,
Dec. 31, 2005
3,857 9,156 1,463 0 14,476
Net carrying amounts, Dec. 31, 2005 3,157 3,757 497 910 8,321
Net carrying amounts,
Dec. 31, 2004
2,952 3,729 476 505 7,662

The exchange differences are as defined for intangible assets.
 
Capitalized property, plant and equipment includes assets with a total net value of EUR 316 million (2004: EUR 316 million) held under finance leases. The gross carrying amounts of these assets total EUR 868 million (2004: EUR 758 million).

These assets are mainly plant installations and machinery with a carrying amount of EUR 221 million (gross amount: EUR 717 million) and buildings with a carrying amount of EUR 85 million (gross amount: EUR 122 million). In the case of buildings, either the present value of the minimum lease payments covers substantially all of the cost of acquisition, or title passes to the lessee on expiration of the lease.

Also included are products leased to other parties under operating leases with a carrying amount of EUR 202 million (2004: EUR 176 million). The gross carrying amount of these assets was EUR 589 million (2004: EUR 481 million); their depreciation in 2005 amounted to EUR 72 million (2004: EUR 65 million). However, if under the relevant agreements the lessee is to be regarded as the economic owner of the assets and the lease therefore constitutes a finance lease as defined in IAS 17 (Leases), a receivable is recognized in the balance sheet in the amount of the discounted future lease payments.

Changes in property, plant and equipment in 2004 were as follows:

 
  Land
and
buildings
Plant installations and machinery Furniture, fixtures and other equipment Construction in
progress and advance
payments to
vendors and sub-contractors
Total
EUR million          
Gross carrying amounts,
Dec. 31, 2003
6,362 12,309 1,897 690 21,258
Exchange differences (134) (261) (25) (24) (444)
Changes in scope of consolidation 7 36 27 (1) 69
Acquisitions – 4 – – 4
Capital expenditures 93 191 104 502 890
Retirements (12) (466) (299) (22) (799)
Transfers 246 208 169 (640) (17)
Gross carrying amounts,
Dec. 31, 2004
6,562 12,021 1,873 505 20,961
Accumulated depreciation and write-downs,
Dec. 31, 2003
3,344 8,111 1,388 14 12,857
Exchange differences (28) (160) (20) 0 (208)
Changes in scope of consolidation 5 8 25 0 38
Depreciation and write-downs in 2004 213 785 210 1,208
  of which write-downs 14 8 0 22
Write-backs (1) (2) 0 (3)
Retirements 0 (340) (242) 0 (582)
Transfers 77 (110) 36 (14) (11)
Accumulated depreciation and write-downs,
Dec. 31, 2004
3,610 8,292 1,397 0 13,299
Net carrying amounts,
Dec. 31, 2004
2,952 3,729 476 505 7,662


21. Investments in associates
Changes in investments in associates in 2005 were as follows:

Investments in associates
  2004 2005
EUR million    
Net carrying amount, Jan. 1 870 744
Acquisitions
Equity-method loss (139) (10)
Exchange differences 8 48
Other additions 17
Miscellaneous 5 (4)
Net carrying amount, Dec. 31 744 795

The Group’s significant investments in associates include the following companies:

For various strategic reasons, the Bayer MaterialScience subgroup holds or is responsible for interests in companies that are included at equity in the consolidated financial statements of the Bayer Group. As part of the forward integration strategy of the Polycarbonates business unit, minority interests in two Israeli companies were purchased in 1998: a 26 percent interest in Polygal and a 20 percent interest in Palthough. Both of these companies manufacture polycarbonate sheets for industrial, agricultural and other uses, mainly from polycarbonate (Makrolon®) granules supplied by Bayer. Two members of each company’s board of directors are Bayer Group employees.

In 1998, Bayer transferred its silicones business to GE Bayer Silicones, a joint venture (Bayer’s interest: 49.9 percent) with General Electric Plastics USA (GE), as part of the strategic realignment of what was then its Chemicals business area. The strategic objective was to leverage synergies in research and development, production, marketing and distribution. GE Bayer Silicones is now one of the world’s largest suppliers of sealants and other silicone-based products, with production facilities in Leverkusen, Germany, and Bergen op Zoom, Netherlands. Two members of the Shareholder Committee of GE Bayer Silicones are employees of the Bayer Group.

In 2000, Bayer acquired the polyols business and parts of the propylene oxide (PO) production operations of Lyondell Chemicals. The strategic objective is to ensure access to patented technologies and safeguard the long-term supply of PO, a starting product for polyurethane, at reasonable prices. As part of this strategy, two joint ventures have been established to produce PO: PO JV Delaware USA (Bayer’s interest: 43 percent) and Lyondell Bayer Manufacturing Maasvlakte VOF, Netherlands (Bayer’s interest: 50 percent). The PO facility in Maasvlakte near Rotterdam, Netherlands, which came on stream in 2003, is a world-scale production facility using Lyondell’s patented PO/SM technology. Both facilities are operated by Lyondell. Bayer benefits from fixed long-term supply quotas/volumes of PO based on fixed price components.

The difference between the equity interest in the underlying net assets of associates and their at-equity accounting values is EUR 12 million (2004: EUR 12 million). It mainly relates to acquired goodwill.

The following table presents a summary of the aggregated income statements and balance sheet data for the companies included at equity in the consolidated financial statements of the Bayer Group (associates).

Associates’ aggregated income statement data
  2004 2005
EUR million    
Net sales 1,236 1,335
Gross profit 119 151
Net loss (74) (47)
Bayer’s share of net loss (38) (22)
Other1 (101) 12
Net loss from investments in associates (equity-method loss) (139) (10)

Associates’ aggregated balance sheet data
  Dec.31, 2004 Dec.31, 2005
EUR million    
Noncurrent assets 1,468 1,478
Current assets 359 469
Noncurrent liabilities 29 33
Current liabilities 257 295
Stockholders’ equity 1,541 1,619
Bayer’s share of stockholders’ equity 709 742
Other1 35 53
Net carrying amount of associates 744 795

1 The category “other” mainly comprises differences arising from adjustments of data to Bayer’s accounting policies, purchase price allocations and their amortization in income, and impairment losses.

 
 
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