Financial liabilities comprise the following:
| |
Dec. 31, 2004 |
Dec. 31, 2005 |
| |
Total |
of which
current |
Total |
of which current |
| EUR million |
|
|
|
|
| Debentures |
6,885 |
376 |
6,953 |
336 |
| Liabilities to banks |
480 |
363 |
703 |
602 |
| Liabilities under lease agreements |
419 |
55 |
468 |
61 |
| Liabilities from the issuance of promissory
notes |
112 |
112 |
1 |
1 |
| Commercial paper |
861 |
861 |
174 |
174 |
| Liabilities from derivative financial
instruments |
69 |
49 |
168 |
111 |
| Other financial liabilities |
365 |
350 |
485 |
482 |
| |
9,191 |
2,166 |
8,952 |
1,767 |
The maturities of financial liabilities were as follows:
| Maturing in |
Dec. 31,
2004 |
| EUR million |
|
| 2005 |
2,166 |
| 2006 |
365 |
| 2007 |
3,067 |
| 2008 |
47 |
| 2009 |
683 |
| 2010 or later |
2,863 |
| |
9,191 |
|
|
| Maturing in |
Dec.
31, 2005
|
| EUR million |
|
| 2006 |
1,767 |
| 2007 |
2,152 |
| 2008 |
262 |
| 2009 |
486 |
| 2010 |
36 |
| 2011 or later |
4,249 |
| |
8,952 |
|
Financial liabilities included EUR 29 million (2004: EUR
27 million) to non-consolidated subsidiaries. As in the previous
year, there were no financial liabilities to associates or
other affiliated companies.
U.S. dollar-denominated financial liabilities amounted to
EUR 1.3 billion (2004: EUR 2.0 billion) and account for 15.0
percent (2004: 21.8 percent) of total financial liabilities.
No assets of the Group are pledged against financial liabilities.
Short-term borrowings (excluding the short-term portion of
debentures) amounted to EUR 1.4 billion (2004: EUR 1.8 billion)
with a weighted average interest rate of 7.7 percent (2004:
7.9 percent). The Bayer Group’s financial liabilities
are primarily unsecured and of equal priority.
Further information on the accounting for liabilities from
derivative financial instruments is given in Note [33].
Debentures include the
following:
| Effective rate |
Stated rate |
|
Nominal volume |
Dec. 31, 2004
EUR million |
Dec. 31, 2005
EUR million |
| |
|
Bayer AG |
|
|
|
| 5.515 % |
5.375 % |
Eurobonds 2002/2007 |
EUR 2,137 million |
3,018 |
2,098 |
| 6.075 % |
6.000 % |
Eurobonds 2002/2012 |
EUR 2,000 million |
2,129 |
2,104 |
| 5.155 % |
5.000 % |
Hybrid bonds 2005/2105 (2015) |
EUR 1,300 million |
– |
1,268 |
| 3.500 % |
3.500 % |
Bonds (private placement) 2003/2005 |
EUR 15 million |
15 |
– |
| Variable |
Variable |
Bonds (private placement) 2003/2006 |
EUR 250 million |
250 |
250 |
| 2.470 % |
2.470 % |
Bonds (private placement) 2004/2005 |
EUR 25 million |
25 |
– |
| Variable |
Variable |
Bonds (private placement) 2004/2006 |
EUR 50 million |
50 |
50 |
| 3.502 % |
3.490 % |
Bonds (private placement) 2004/2008 |
EUR 20 million |
20 |
20 |
| 0.160 % |
0.160 % |
Bonds (private placement) 2005/2006 |
JPY 5 billion |
– |
36 |
| |
|
Bayer Capital Corporation |
|
|
|
| Variable |
Variable |
Bonds (private placement) 2002/2005 |
EUR 65 million |
65 |
– |
| |
|
Bayer Corporation |
|
|
|
| 7.180 % |
7.125 % |
Notes 1995/2015 |
USD 200 million |
145 |
164 |
| 6.670 % |
6.650 % |
Notes 1998/2028 |
USD 350 million |
257 |
294 |
| 6.210 % |
6.200 % |
Bonds 1998/2028 (2008) |
USD 250 million |
184 |
213 |
| 4.043 % |
3.750 % |
Bonds (private placement) 2004/2009 |
EUR 460 million |
456 |
456 |
| |
|
Bayer Ltd., Japan |
|
|
|
| 3.750 % |
3.750 % |
Bonds 2000/2005 |
CHF 400 million |
271 |
– |
| |
|
|
|
6,885 |
6,953 |
In April 2002 Bayer AG launched two Eurobond issues under
its EUR 8 billion European Medium Term Note (EMTN) program.
One of these issues, with an original nominal volume of EUR
3 billion, carries a 5.375% coupon and has a term of 5 years,
maturing in 2007. Interest is payable annually in arrears.
The issue price was 99.402%. In July 2005 Bayer AG made a
public tender offer to the holders of these bonds to repurchase
a maximum principal amount of EUR 1 billion. Bonds with a
face value of EUR 863 million were tendered and repurchased
at a price of 104.957% plus accumulated interest. The volume
of the remaining 5.375% bonds outstanding is EUR 2,137 million.
The other Eurobond issue has a nominal volume of
EUR 2 billion and a term of 10 years, so it matures in 2012.
The bonds carry a 6% coupon. Again, all interest is payable
annually in arrears. The issue price was 99.45%.
In July 2005 Bayer AG issued a 100-year subordinated hybrid
bond with an issue volume of EUR 1.3 billion. This issue
matures in 2105 and has a fixed coupon of 5% in the first
ten years. Thereafter, interest is calculated quarterly
at a floating rate (3-month EURIBOR plus 280 basis points).
After the first 10 years, Bayer AG has a quarterly option
to redeem the bonds at face value. The issue price was 98.812%
and interest is paid in arrears. The proceeds of this 100-year
subordinated bond issue were mainly used to finance the
repurchase of part of the 5.375% bond issued by Bayer AG
and due in 2007. The nature of this hybrid bond means that
rating agencies generally attribute it predominantly to
stockholders’ equity when
calculating debt ratios and therefore subtract it from liabilities.
Bayer AG also issued bonds under its EMTN program in the
form of private placements. A nominal issue of EUR 250 million
was made in four tranches in 2003 maturing in 2006 with variable
interest rates. Interest is payable quarterly; the issue prices
were 99.80%, 100.5412%, 100.67% and 102.1547%. A EUR 15 million
bond issued in 2003 and maturing in 2005 carries a fixed coupon
of 3.5% payable annually; the issue price was 100%. A EUR
50 million bond issued in 2004 and maturing in 2006 carries
a floating rate. Interest is payable quarterly and the issue
price was 99.94%. A EUR 25 million bond issued in 2004 and
maturing in 2005 has a fixed coupon of 2.47% payable annually;
issue price 100%. Further, a EUR 20 million issue made in
2004 and maturing in 2008 has a fixed coupon of 3.49% payable
annually; the issue price was 99.947%. Finally, a JPY 5 billion
issue was made in 2005 maturing in 2006, with a fixed coupon
of 0.16%, payable upon maturity.
In October 1995, Bayer Corporation issued USD 200 million
of 7.125 % Notes to qualified institutional buyers. The Notes
have a term of 20 years and mature in 2015. Interest is paid
semi-annually in April and October.
In February 1998, Bayer Corporation issued USD 350 million
of 6.65% Notes to qualified institutional buyers. The Notes
have a term of 30 years and mature in February 2028. Interest
is paid semi-annually in August and February. The Notes
will be redeemable, in whole or in part, at the option of
Bayer Corporation at any time, upon not less than 30 but
not more than 60 days’ notice, at a redemption price
equal to the greater of (i) 100% of the principal amount
or (ii) as determined by an independent investment banker.
In February 1998, Bayer Corporation issued USD 250 million
of 6.20% Notes to qualified institutional buyers. The bonds
have combined call and put options giving the lead manager
the right to repurchase them, and the investors the right
to cash them, after 10 years. At that time the lead manager
can reset the interest rate and remarket the bonds for a further
period of 20 years such that they would mature in 2028. If
the lead manager does not exercise its call option and the
investors exercise their put option, the bonds will be redeemed
in 2008. Interest is paid semi-annually in August and February.
The redemption provision on the 1998 6.65% Notes also applies
for these bonds.
In January 2004 Bayer Corporation repurchased entirely USD
500 million of Money Market Puttable Reset Securities issued
in 2001 and all related options. This repurchase transaction
was funded by the issue of a bond with a nominal value of
EUR 460 million and a coupon of 3.75%. The bond was swapped
into USD.
In April 2000, Bayer Ltd., Japan, issued CHF 400 million
of 3.75% bonds in Switzerland. The bonds had a term of 5 years
and matured in April 2005. The bonds were swapped into Yen
at a variable interest rate.
At December 31, 2005, the Group had approximately EUR 5.4
billion (2004: EUR 5.3 billion) of total lines of credit,
of which EUR 0.7 billion (2004: EUR 0.5 billion) was used
and EUR 4.7 billion (2004: EUR 4.8 billion) was unused and
thus available for borrowing on an unsecured basis.
Liabilities under finance leases are recognized as financial
liabilities if the leased assets are capitalized under property,
plant and equipment. They are stated at the present values
of the minimum future lease payments. Lease payments totaling
EUR 596 million (2004: EUR 548 million), including EUR 128
million (2004: EUR 129 million) in interest, are to be made
to the respective lessors in future years.
The liabilities associated with finance leases mature as
follows:
| |
Dec.
31, 2004 |
| Maturing in |
Lease
payments
|
Interest
component |
Liabilities under
finance leases |
| EUR million |
|
|
|
| 2005 |
76 |
21 |
55 |
| 2006 |
71 |
17 |
54 |
| 2007 |
38 |
15 |
23 |
| 2008 |
31 |
14 |
17 |
| 2009 |
21 |
9 |
12 |
| 2010
or later
|
311 |
53 |
258 |
| |
548 |
129 |
419 |
|
|
| |
Dec.
31, 2005 |
| Maturing in |
Lease
payments
|
Interest
component |
Liabilities under
finance leases |
| EUR million |
|
|
|
| 2006 |
82 |
21 |
61 |
| 2007 |
68 |
19 |
49 |
| 2008 |
36 |
17 |
19 |
| 2009 |
38 |
16 |
22 |
| 2010 |
45 |
16 |
29 |
2011
or later |
327 |
39 |
288 |
| |
596 |
128 |
468 |
|
Lease payments under operating leases in 2005 amounted to
EUR 122 million (2004: EUR 119 million).
31. Trade accounts
payable
Trade accounts are payable mainly to third parties. An amount
of EUR 1,973 million (2004: EUR 1,758 million) is due within
one year. Of the total, EUR 3 million (2004: EUR 9 million)
is payable to non-consolidated subsidiaries, EUR 26 million
(2004: EUR 38 million) to associates, EUR 0 million (2004:
EUR 0 million) to other affiliated companies and EUR 1,945
million (2004: EUR 1,712 million) to other suppliers.
32. Miscellaneous
liabilities
Miscellaneous liabilities are comprised as follows:
| |
Dec. 31, 2004 |
Dec. 31, 2005 |
| |
Total |
of which
current |
Total |
of which
current |
| EUR million |
|
|
|
|
| Accrued interest on liabilities |
292 |
292 |
424 |
424 |
| Payroll liabilities |
298 |
223 |
232 |
162 |
| Liabilities for social expenses |
136 |
125 |
115 |
114 |
| License liabilities |
42 |
42 |
33 |
33 |
| Advance payments received |
26 |
25 |
30 |
30 |
| Liabilities from the acceptance of drafts |
5 |
5 |
3 |
2 |
| Liabilities from commodity futures contracts |
31 |
7 |
209 |
6 |
| Deferred income |
603 |
530 |
511 |
362 |
| Long-term capital contributions of minority
stockholders |
– |
– |
39 |
– |
| Other miscellaneous liabilities |
688 |
669 |
936 |
883 |
| |
2,121 |
1,918 |
2,532 |
2,016 |
The total amount includes EUR 424 million (2004: EUR 292
million) in accrued interest, representing expenses attributable
to the fiscal year but not due to be paid until after the
closing date.
Liabilities for social expenses include, in particular, social
insurance contributions that had not been paid by the closing
date.
Deferred income as of December 31, 2005 includes EUR 59 million
(2004: EUR 65 million) in grants and subsidies received from
government. The amount reversed and recognized in income was
EUR 12 million (2004: EUR 17 million).
Under IAS 32, financial instruments are only classified
as equity if there is no conditional or unconditional contractual
obligation to deliver cash or other financial assets to
the issuer. A shareholder’s right to put its shares
back to the issuer at any time for a consideration must
be recognized as a liability of the issuer even if the legal
form of the shares gives the holder the right to a residual
interest in the issuer’s assets. Where this is the
case, minority shareholdings in consolidated subsidiaries
are therefore recognized as liabilities in the Group statements.
Long-term capital contributions of minority stockholders
primarily comprise LANXESS’s 40 percent share – amounting
to EUR 39 million – of the capital of Bayer Industry
Services GmbH & Co. OHG.
Further information on the accounting for receivables from
derivative financial instruments is given in Note [33].
Miscellaneous liabilities include EUR 10 million (2004: EUR
13 million) to non-consolidated subsidiaries. As in the previous
year, there were no liabilities to associates or other affiliated
companies.
Liabilities of EUR 313 million (2004: EUR 388 million) were
secured, including EUR 7 million (2004: EUR 7 million) by
mortgages.
The other miscellaneous liabilities mainly comprise guarantees,
commissions to customers, and expense reimbursements.
|