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CSL Ltd. — Annual Report 2005
Aug 23, 2005
17854_rns_2005-08-23_3298426a-842d-434f-84be-9a629cb2d78d.pdf
Annual Report
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24 August 2005
Mr James Gerraty Manager Listings Australian Stock Exchange Limited 530 Collins St MELBOURNE VIC 3000
Dear Mr Gerraty
PRELIMINARY FINAL REPORT -ACCOUNTS AND MEDIA RELEASE
For the purposes of dual lodgement with the ASX and ASIC, following are a Media Release, CSL's Preliminary Final Report (Appendix 4E), Directors' Report, Financial Report and a Presentation announcing the results.
Yours sincerely
Peter Turvey COMPANY SECRETARY

Biopharmaceuticals for Life**
24 August 2005
FULL YEAR RESULT
Profit* up $106\%$ to \$297 million Final Dividend 30 cents plus Special Dividend of 10 cents
CSL Limited today announced its operating results for the full year ended 30 June 2005.
FULL YEAR HIGHLIGHTS
Financial
- Sales revenue of \$2.75 billion, up 67% on the previous year;
- $\bullet$ . Reported net profit after tax of \$546.5 million for the year ended 30 June 2005, up 149% on the previous year (June 2004 \$219.6 million);
- Net profit after tax including goodwill amortisation but before the sale $\bullet$ of JRH was \$297 million, which is consistent with previous company guidance at the upper end of between \$270 to \$295m million.
- Net profit after tax from continuing operations grew 103% to \$316.7 million, after adjusting for the operating contributions and sale of JRH Biosciences (JRH) in FY2005 and Animal Health in FY2004 and goodwill;
- Net operating cash flow of \$568 million, up 174% on the previous year;
- Research & Development expenditure of \$146 million, up 44% on the previous year;
- Sale of JRH, CSL's cell culture business for an estimated post tax profit of \$250 million:
- Capital management initiatives:
- $\bullet$ On market buyback $1 - 10$ million shares repurchased for \$318 million with program completed on 16 May 2005; and
- On market buyback $2$ program commenced on 12 July, for up to 8 million shares to be repurchased and is currently over 50% complete.
- Final dividend of 30 cents, plus a special dividend of 10 cents, a total of 40 $\bullet$ cents franked to 79.5%. Dividends for the full year total 57 cents, up 50% on the previous year.
* Excludes sale of JRH in FY2005 and Animal Health in FY 2004.
Operational
- An intellectual property settlement with GlaxoSmithKline and Merck $\&$ Co. Inc. (Merck) providing for additional future milestones and royalty flows from sales of Human Papilloma Virus Vaccine used for protection against cervical cancer;
- ZLB Behring integration substantially complete enabling production on a lower cost base:
- US plasma therapies market improving;
- Australian Plasma Products Agreement in place;
- Influenza vaccine facility expansion; and
- Successful tender for Australian influenza vaccine supply contract for $CSL's Fluvax^*$
Dr McNamee, CSL's Managing Director said, "I'm delighted to deliver to shareholders an excellent financial report for the year and forecast continuing growth for the company.
"Two years ago we set out to complete the transformation of CSL into a global bio-pharmaceuticals business. In that time we have more than tripled the profit from continuing operations of the company, more than doubled net tangible assets and almost halved the net debt, returning significant value to shareholders through growth in share price and capital management initiatives.
"Strong cash flow and a solid financial platform provided by our biopharmaceutical businesses, including plasma therapies, provide us with the means to expand our core capability in research and development. We're already the largest investor in bio-pharmaceutical research and development in Australia and we aim to grow this by a further 5 to 10% per annum over the next 3-5 years. Research and development is fundamental to our future growth.
"Innovation and new product development, operational excellence and careful capital management will continue to make CSL a growth company going forward", Dr McNamee said.
BUSINESS REVIEW
The Company's operating results for the twelve months ended 30 June 2005 incorporates the positive impact from the inclusion of twelve months trading by ZLB Behring and volume growth in the sales of Helixate (recombinant Factor VIII). Aventis Behring was acquired on 31 March 2004 and integration is now substantially complete.
Financial benefits from the integration of Research $\&$ Development, Commercial Operations and the rationalisation of head office functions of the merged ZLB Behring organisation have been realised. Synergy benefits are increasingly residing in inventory arising from the restructured business. The majority of this financial benefit will flow in fiscal 2006 and beyond as the inventory is sold.
Merck is now well advanced in its phase III clinical trials program on its human papillomavirus vaccine (cervical cancer vaccine) licensed from CSL and has announced that it anticipates filing for a product license with the US Food and Drug Agency during the second half of calendar 2005.
A new Plasma Products Agreement with the Australian National Blood Authority was signed in December 2004 providing for the supply of a broad range of plasma products from CSL Bioplasma's production facility for a period of five years.
An agreement has been reached with Bayer HealthCare - Australia, for the exclusive distribution rights for Kogenate® FS in Australia for an initial period of five years. Kogenate® FS is a leading recombinant factor VIII (a coagulation therapy used to treat haemophilia) and, as the market becomes available, enables CSL Bioplasma to offer an expanded range of products to people living with Haemophilia A.
A Licence Agreement has also been reached with Merck granting Merck rights and options to CSL's ISCOMATRIX® adjuvant across a range of Merck's investigational vaccine programs.
In December 2004 CSL successfully contracted with the Australian Commonwealth Government to supply 65% of their influenza vaccine requirements over the next three years. In addition, in the event of a pandemic, CSL will manufacture a sufficient quantity of pandemic vaccine doses - all of which will be manufactured in the company's upgraded and expanded flu vaccine production facility in Melbourne.
Additional funding from the Australian Commonwealth Government has enabled CSL to fast track its production of a pandemic influenza vaccine making Australia one of the most prepared countries in the world for coping with an influenza pandemic. Completion of the entire development program has been bought forward by 18 months.
The JRH business was sold on 28 February 2005, with net proceeds amounting to \$A458 million against a book value of \$179 million. The Company estimates the resulting after-tax profit will amount to \$250 million.
The strong performance by the CSL Group has underpinned Research and Development investment of \$146 million with an increasing focus on innovative new product development.
OUTLOOK
Commenting on the outlook for CSL, Dr McNamee said "The plasma therapeutics industry is in the final stage of consolidation and supply and demand for products is close to being in balance.
"This industry has a long production lead time but we are now at the stage where we will increasingly benefit from the lower cost manufacturing spine that we have put in place around the world as we continue to carefully manage plasma throughput and inventory.
"As we manage down the surplus inventory acquired with the Aventis Behring business and complete the realignment of the new business model we expect group sales for fiscal 2006 to be broadly similar to fiscal 2005.
"Despite a sharp increase in tax with the introduction of Australian International Financial Reporting Standards in 2006, earnings per share from continuing operations is expected to grow by approximately 10%. Margin growth and the impact of capital management will be the key drivers.
"With an increased proportion of earnings derived from offshore and an increased level of research and development spend in Australia, dividends for fiscal 2005/06 will not be significantly franked. However, with the Human Papilloma Virus Vaccine launch drawing closer, anticipated royalty payments on product sales in the US and Europe will improve our franking position in subsequent years," Dr McNamee said.
For further information, please contact:
Mark Dehring Head of Investor Relations CSL Limited Telephone: +613 9389 2818 Email:[email protected]
Group Results
| Full year ended June | 2005 | 2004 | |
|---|---|---|---|
| \$m | \$m | ||
| Sales | 2,749.9 | 1,650.2 | |
| Other Revenue | 503.0 | 185.5 | |
| Total Revenue | 3,252.9 | 1,835.7 | 77% |
| Earnings before Interest, Tax, Depreciation & Amortisation | 837.0 | 398.8 | 110% |
| Depreciation/Amortisation | 170.7 | 130.0 | |
| Net Interest Expense | 24.4 | 14.2 | |
| Tax Expense | 95.4 | 35.0 | |
| Net Profit from Ordinary Activities | 546.5 | 219.6 | 149% |
| Total Dividends (cents) | 57.0 | 38.0 | 50% |
| Final Dividend (cents) | 30.0 | 26.0 | |
| Special Dividend | 10.0 | - | |
| EPS diluted (cents) | 277.5 | 122.8 | $126\%$ |
Reconciliation to Continuing Operations
| Net Profit from Ordinary Activities | 546.5 | 219.6 | 149% |
|---|---|---|---|
| JRH sale | $-249.6$ | ||
| Animal Health sale | $-75.3$ | ||
| NPAT pre business unit sale | 296.9 | 144.3 | 106% |
| JRH contribution | $-17.8$ | $-26.8$ | |
| Animal Health contribution | $-3.6$ | ||
| Continuing operations NPAT | 279.1 | 113.9 | 145% |
| Goodwill tax effected | 37.6 | 42.0 | |
| Continuing operations NPAT pre goodwill | 316.7 | 155.9 | 103% |
| Continuing operations NPAT pre goodwill EPS | 1.62 | 0.87 | 86% |
CSL Limited
ABN: 99 051 588 348
Appendix 4E Year Ended 30 June 2005 (Previous corresponding period:
Year Ended 30 June 2004)
Results for Announcement to the Market
- Revenues from ordinary activities up 77.2% to \$3,252,910,000. $\bullet$
- Profit from ordinary activities after tax attributable to members up 148.8% to \$546,518,000. $\bullet$
- Net profit for the period attributable to members up 148.8% to \$546,518,000. $\bullet$
Dividends
| Amount per security |
Franked amount per security |
|
|---|---|---|
| Final dividend (declared subsequent to balance date) | 30¢ | 30 o |
| Special dividend (declared subsequent to balance date) | 10¢ | 1.78c |
| Interim dividend paid on 15 April 2005 | 17¢ | $17\circ$ |
| Final dividend (prior year) | 26e | 26¢ |
| Record date for determining entitlements to the dividend: | 5 September 2005 |
Explanation of results
For further explanation of the results please refer to the accompanying press release and "Review of operations" in the Directors' report that is with the Financial Report.
Other information required by Listing Rule 4.3A
The remainder of the information requiring disclosure to comply with Listing Rule 4.3A is contained in the attached Additional Information, Financial Report and media release.
Additional Information
| NTA Backing | 30 June 2005 30 June 2004 | |
|---|---|---|
| Net tangible asset backing per ordinary security | \$7.07 | \$6.18 |
Changes in controlled entities
The parent entity did not gain control of any entities during the year.
On 28 February 2005 the consolidated entity disposed of the JRH business unit to Sigma-Aldrich Corporation. The disposal included 100% of the voting shares in CSL US Inc, JRH Biosciences Limited and JRH Biosciences Pty Ltd. CSL US Inc was the owner of JRH Biosciences Inc. The JRH businesses contributed \$17,784,000 and CSL US Inc a loss of \$3,222,000 (totalling \$14,562,000) to the reporting entity's profit from ordinary activities after income tax until the loss of control (the full prior year contribution was \$36,194,000).
Audit report
The audit report is contained in the attached Financial Report.
Peter R Turvey Company Secretary 24 August 2005
The Board of Directors of CSL Limited has pleasure in submitting the statement of financial position of the Company and of the consolidated entity at 30 June 2005, and the related statement of financial performance and statement of eash flows for the year then ended, and reports as follows:
1. Directors
The Directors of the Company in office during the financial year and until the date of this report are as follows.
Mr P H Wade (Chairman) Dr B A McNamee (Managing Director) Mr J Akehurst Miss E A Alexander, AM Mr A M Cipa Mr I A Renard Mr M A Renshaw (appointed July 2004) Mr K J Roberts, AM Dr A C Webster
Particulars of the directors' qualifications, experience, all directorships of public companies held for the past three years, special responsibilities, ages and the period for which each has been a director are set out in the Directors' Profiles section of the Annual Report.
2. Company Secretary
The company secretary is Mr P R Turvey, BA/LLB, MAICD. Mr Turvey was appointed to the position of company secretary in 1998 having joined the Company in 1992. Before joining CSL Limited he held the role of Company Secretary for five years with Biotech Australia Pty Ltd. Mr E H Bailey, B.Com/LLB, is Assistant Company Secretary and was appointed in 2001 having joined the Company in 2000. Before joining the Company he was a Senior Associate with Arthur Robinson & Hedderwicks.
3. Directors' Meetings
During the year, the Board held 10 meetings. The Audit and Risk Management Committee met four times and the Human Resources Committee met five times. The Nomination Committee comprises the full Board and meets in conjunction with Board Meetings. The Securities and Market Disclosure Committee met 15 times and comprises at least any two Directors, one of whom must be a non-executive director.
The attendances of directors at meetings of the Board and its Committees were:
4. Principal Activities
The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical and allied products. During the year the consolidated entity sold its cell culture business, JRH Biosciences, to Sigma-Aldrich Corporation.
5. Operating Results
The profit of the consolidated entity for the financial year, after providing for income tax, amounted to \$546.5 million. This represents a 149% increase on the 2003-2004 result of \$219.6 million. Underlying net profit after tax was \$316.7 million an increase of 103% over the previous year after adjusting for goodwill and the sale and operating contributions of JRH Biosciences and the Animal Health Division in 2004 and 2005. Net profit after tax including goodwill amortisation but before the sale of JRH Biosciences was \$297 million. Sales revenue was \$2.75 billion which was up 67% on the previous year. Research and development expenditure was \$146m which was up 44% on the previous year. Net operating cash flow was \$568 million which was up 174% on the previous year.
6. Dividends
The following dividends have been paid or declared since the end of the preceding financial year:
2003-2004 A final dividend for the year ended 30 June, 2004, of 26 cents per ordinary share, fully franked at 30%, was paid on 8 October, 2004, out of profits for that year as declared by the Directors in last year's Directors' Report.
2004-2005 An interim dividend on ordinary shares of 17 cents per share, fully franked at 30%, was paid on 15 April 2005. The Directors of the Company have declared a final dividend of 30 cents per ordinary share, fully franked and a special dividend of 10 cents per ordinary share franked to 1.78 cents per ordinary share for the year ended 30 June 2005, to be paid out of profits for that year.
In accordance with determinations by the Directors, the Company's dividend reinvestment plan remains suspended.
Total dividends for the 2004-2005 year are:
$Q_{\text{m}} Q_{\text{m}}$
| Un Ordinary snares \$'000 |
|
|---|---|
| Interim fully franked dividend | |
| paid 15 April 2005 | \$33,701 |
| Final dividend | |
| payable on 10 October 2005 | \$73,538 |
| Board of Directors |
Audit and Risk Management Committee |
Securities and Market Disclosure Committee |
Human Resources Committee |
|
|---|---|---|---|---|
| Attended Maximum | Maximum Attended |
Attended | Attended Maximum | |
| P H Wade | 10 10 |
15 | ||
| B A McNamee | ĺ0 10 |
15 | ||
| J Akehurst | 10 10 |
4 | ||
| E A Alexander | Ħ 10 |
4 | ||
| A M Cipa | 10 ĺ0 |
|||
| I A Renard | 10 10 |
|||
| M A Renshaw | 10 10 |
ᠰ | ||
| K J Roberts | 10 10 |
٢ | ||
| A C Webster | 10 Q, |
Attended for at least part in ex officio capacity
2 Attended for at least part by invitation
7. Review of Operations
The most significant activity during the year has been the implementation of a complex integration plan to merge the Aventis Behring business acquired in the previous year with ZLB Bioplasma. ZLB Behring, the new merged entity with global sales of \$2.2 billion, became a global leader in plasma therapies and a significant supplier of Recombinant Factor VIII for the treatment of Haemophilia A. Sales of intravenous immunoglobulin benefited from improved prices in the United States with the Company's first liquid version being approved in eight European countries. Vivaglobin, the new subcutaneously administered immunoglobulin was approved in Europe late in the year and is currently being evaluated in the US by the FDA.
The Australian plasma products operations, CSL Bioplasma, generated \$209 million in sales revenue achieving growth of 17% underpinned by the merging of ZLB Behring's commercial activities in Asia (excluding Japan).
A new Agreement was entered into with the National Blood Authority which provides for the supply of plasma derived therapeutics to Australia for the next five years. In addition, a new five year agreement was entered into with Bayer Healthcare appointing the Company as the exclusive Australian distributor for Bayer's recombinant Factor VIII product.
In regard to the Company's pharmaceutical business, a new influenza vaccine centre was opened with an expanded and upgraded manufacturing facility and an increased ability to supply influenza vaccine to the Australian market and with capacity to efficiently provide vaccine in the event of an influenza pandemic.
In regard to new product development activities, Merck & Co-Inc. as the exclusive licensee of a human papillomavirus vaccine, has announced that it intends to file for product registration with the US FDA in the second half of 2005. In Canada the Phase II clinical trials of plasma derived reconstituted high density lipoprotein (rHDL) has recently begun to test whether infusions of rHDL will reduce the volume of plaque in coronary arteries of patients with acute coronary syndromes.
Progress has also been made in the development of the Iscomatrix adjuvant with the continued clinical program of a number of potential products utilising the technology as well as continuing to work with licensing partners such as Merck and Chiron on new vaccine and immunotherapeutic opportunities.
8. Significant changes in the State of Affairs
In February 2005, the consolidated entity sold its JRH Biosciences business to Sigma-Aldrich Corporation for US\$370 million (A\$492 million) subject to normal contractual adjustments.
There are no other significant changes in the state of affairs of the consolidated entity during the financial year not otherwise disclosed in this report or in the financial statements.
9. Significant events after year end
Directors are not aware of any matter or circumstance which has arisen since the end of the financial year which has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial vears.
10. Likely Developments Business Strategies and Future Prospects
In the medium term, the Company will continue to grow developing differentiated plasma products, through expanding flu vaccine sales, receiving royalty flows from the exploitation of the human papillomavirus by Merck $\&$ Co, Inc, referred to in section 7 of this Director's Report and the commercialisation of the Company's Iscomatrix® adjuvant technology. Over the longer term the Company intends to develop new products which are protected by its own intellectual property which are high margin human health medicines marketed and sold by the Company's global operations. Further comments on likely developments and expected results of certain aspects of the operations of the consolidated entity, and on the business strategies and prospects for future financial years of the consolidated entity, are contained in the Year in Review in the Annual Report and in section 7 of this Directors' Report. Additional information of this nature can be found on the Company's website (www.csl.com.au). Any further information of this nature has been omitted as it would unreasonably prejudice the interests of the consolidated entity if this report were to refer further to such matters.
11. Environmental Regulatory Performance
The consolidated entity maintains management systems for health, safety and the environment that are consistent with internationally recognised standards to help ensure that its facilities operate to those standards to help protect its employees, contractors and the environment. The consolidated entity also provides appropriate training and resources so that its employees are equipped to work safely and to maintain incident-free workplaces.
Additionally, the consolidated entity's environmental obligations and waste discharge quotas are regulated under applicable Australian and foreign laws. All environmental performance obligations are monitored by the Board and subjected from time to time to government agency audits and site inspections.
The consolidated entity also endeavours to minimise the environmental impact of its operations by recycling waste paper and other materials and by the responsible management and disposal of all product packaging.
No environmental breaches have been notified by the Environmental Protection Authority in Victoria, Australia, or by any other equivalent interstate or foreign government agency in relation to the Company's Australian or international operations during the year ended 30 June 2005.
12. Directors' Shareholdings and Interests
At the date of this report, the interests of the directors who held office at 30 June 2005 in the shares, options and performance rights of the Company are set out in a table on page 13 of this Report.
13. Directors' Interests in Contracts
Section 17 of this Report sets out particulars of the Directors Deed entered into by the Company with each director in relation to Board paper access (indemnity and insurance matters).
14. Share Options
As at the date of this report, the number of unissued ordinary shares in the Company under options and under performance rights are set out in Note 28 of the Financial Statements.
Holders of options or performance rights do not have any right, by virtue of the options or performance rights, to participate in any share issue by the Company or any other body corporate or in any interest issued by any registered managed investment scheme.
The number of options exercised during the financial year and the exercise price paid to acquire fully paid ordinary shares in the Company is set out in Note 28 of the Financial Statements. Since the end of the financial year, no further options have been exercised.
During, and since the end of, the financial year, no performance rights were exercised. There were no shares issued as a result of the exercise of performance rights during the financial year or since the end thereof.
15. Remuneration Report
Board and Human Resources Committee The Board has adopted a formal charter delegating certain of its responsibilities concerning human resources and remuneration to the Human Resources Committee. This charter can be found on the www.csl.com.au website under Corporate Governance; Board and Committee Charters.
The responsibilities of the Human Resources Committee include:
- reviewing and monitoring the human resources strategic plan;
- reviewing and approving the corporate human resources policies:
- establishing a policy framework for employee and senior executive remuneration;
- reviewing and recommending the terms relating to the Company's employee share, option and performance right schemes;
- recommending to the Board individual senior executive remuneration packages and where appropriate, seeking independent advice regarding senior executive remuneration;
- recommending to the Board senior executive recruitment, retention and termination policies as well as succession planning strategies and policies;
- reviewing benchmarks against which salary reviews are made and monitoring and reviewing the Company's performance management system; and
- reporting to the Board any findings or recommendations of the Committee after each meeting.
In accordance with the charter, the Board reserves responsibility for:
- the remuneration of non-executive directors;
- setting the terms of employment and remuneration for the Managing Director;
- approving remuneration for senior executive management; and
- the operation and policies relating to the Company's employee share, option and performance right schemes and succession planning.
The Board's Human Resources Committee comprises three members, all of whom are independent non-executive directors. These are:
- Mr Ken Roberts (Chairman);
- Dr. Arthur Webster: and Mr John Akehurst.
Mr John Akehurst replaced Mr Ian Renard (formerly a member of the Human Resources Committee) during the course of the year. Mr Kelvin Milroy, the General Manager-Human Resources, acts as Secretary of the Committee. The Board Chairperson may attend any meeting of the Committee in an ex officio capacity. The Managing Director, senior executives and professional advisors retained by the Human Resources Committee may attend meetings by invitation.
The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, and at other times as are required to discharge its responsibilities. Information about Committee meetings held during the year and individual directors' attendance at these meetings can be found in section 3 of this Directors' Report.
Any recommendation made by the Human Resources Committee concerning an individual director or executive's remuneration is made without that director or executive being present.
Non-Executive Directors' Remuneration
The Board's principal responsibility is the oversight of the management of the Company and providing strategic direction for and approving the Company's business and objectives. strategies Non-executive director remuneration is not linked to the Company's short-term financial performance and these directors are not entitled to performance based remuneration or participation in the Company's equity incentive plans.
Non-executive directors are entitled to fixed fees having regard to their Board responsibilities, obligations on any of the four Board committees and the aggregate non-executive director remuneration limit approved by shareholders. Within this limit, the Board determines the fees payable to nonexecutive directors based on advice from professional advisors which takes into consideration fees payable to nonexecutive directors by comparable organisations as well as fee levels which the Board considers appropriate to attract and retain high quality non-executive directors having regard to the Company's requirements.
Currently, the Company's Constitution sets the maximum aggregate amount of remuneration which may be paid to nonexecutive directors at \$1,500,000. Any increases to this sum must be approved by shareholders at a general meeting. As contemplated by the Constitution, remuneration for any extra services by individual directors or the reimbursement of reasonable expenses incurred by directors may also be approved by the Board from time to time.
The table on page 8 of this Report sets out the fees paid to non-executive directors which amounted to \$1,021,876 and which was based on the following schedule:
NEDCommittee Fees effective 1 January 2005
| Audiu & Risk I Mragmm |
Hamm Resources |
Nomination | Securities and Maket Disclosure |
||
|---|---|---|---|---|---|
| Pond | Garmittee | Committee | Committee I | Committee | |
| Chamman | 250,000 | 25,000 | 15.000 | ||
| Martius | 110,000 | 10000 | 7.500 |
Non-executive directors participate in the Non-Executive Directors' Share Plan (the NED Share Plan) approved by shareholders at the 2002 annual general meeting. Under the NED Share Plan, non-executive directors take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices. These purchases are made by the NED Share Plan administrator at pre-determined intervals.
In addition to fees paid in cash or taken in the form of shares, non-executive directors also receive superannuation contributions equal to 9% of their fees.
Non-executive directors were entitled to a retirement allowance as approved by shareholders in 1994 equal to the highest fees over any consecutive 36 months of service. If the director had served more than five years on the Board, they would receive another 5% of the base fee at the time of retirement for every additional year served, up to a limit of 15 years. The Board terminated this retirement plan as at 31 December 2003 and froze the retirement allowance as at that date. No Non-executive Director has accrued any entitlement to any retirement allowance since 31 December 2003.
Executive Remuneration Structure
Remuneration Policy
The Company's remuneration policy is designed to be competitive and equitable and to attract and retain high quality employees. The aim of the policy is to provide executives (including executive directors and the Company Secretary) with an appropriate balance of fixed and performance related remuneration.
Fixed remuneration is set at a level competitive with market rates and the performance component ensures that a significant proportion of executive remuneration is at risk by being linked to the achievement of corporate objectives, business performance and shareholder returns. The performance component may also include elements of remuneration designed to encourage retention.
Where appropriate, the Human Resources Committee considers independent external advice in setting both the balance of fixed and performance remuneration and the remuneration levels.
Remuneration Structure
The Company's remuneration structure comprises three core elements:
- a. fixed remuneration
- short-term incentives
- long-term incentives
Together, these elements comprise an executive's total potential remuneration.
Broadly, an executive will have fixed remuneration and a short-term incentive percentage representing the executive's potential short-term incentive as a percentage of fixed remuneration. Under the Company's performance management system, this percentage ranges from 15% to 50% of fixed remuneration depending on an executive's seniority level. In addition, an executive may participate in specific one-off Board approved incentive arrangements relating to key corporate objectives, milestones or events.
An executive will also have a long term incentive percentage which is multiplied by their fixed remuneration to derive a long-term incentive amount. This amount influences the level of options or performance rights which may be allocated to an eligible executive under the Company's equity incentive arrangements. The long-term incentive percentage generally reflects an executive's short-term incentive percentage and hence also ranges from 15% to 50% of fixed remuneration.
The short-term and long-term incentive arrangements are discussed further on pages 5 and 6 of this Report.
Subject to specific industry or geographical labour market conditions, the short-term and long-term incentive percentages are the same and the proportion of performance related remuneration to an executive's total potential remuneration is kept consistent for a given level of seniority. As an executive's seniority level increases, so do the incentive percentages and the proportion of performance related remuneration to that executive's total potential remuneration.
CSL's performance management system is central to how the Company manages performance related remuneration and its integration into the total remuneration structure. The extent to which executives meet or exceed the performance objectives as set out in the performance management system influences the calculation of short-term incentives as well as executives' ability to participate in the Company's long-term incentive programs. Performance as measured under the performance management system is also taken into consideration in reviewing fixed remuneration.
The total remuneration levels for executive directors and specified executives are illustrated in the tables on pages 8 and 9 of this Report. The balance of fixed and performance related remuneration for executive directors and specified executives is illustrated in the table on page 10 of this Report.
Fixed Remuneration
Depending on the country in which the executive is employed, an executive's fixed pay is expressed as a "Total Employment Cost" ("TEC") or as "salary plus benefits".
Where a TEC approach is adopted, an executive's fixed remuneration comprises benefits the executive has elected to receive in lieu of salary inclusive of any associated costs such as fringe benefits tax and mandatory superannuation with the balance taken as cash salary. Where a "salary plus benefits" approach is adopted, the salary is specified and the Company provides benefits to an executive consistent with the labour market practices in that jurisdiction.
Executives who are working in a country other than their usual country of residence are eligible to receive benefits in accordance with the Company's expatriate policies. CSL's expatriate arrangements are intended to recompense an executive for the additional commitment and costs associated with working in a different country. The Human Resources Committee periodically reviews these arrangements to ensure appropriateness and consistency with market practices.
The level of fixed remuneration paid to each executive is based on the executive's skills and experience, the requirements for their role and their relevant labour market in terms of the particular industry and geographical location.
In setting fixed remuneration, the executive's total potential remuneration is taken into consideration to ensure appropriateness of the balance between fixed and performance related remuneration and also appropriateness of the resulting total potential remuneration level.
Executive fixed remuneration is reviewed annually to ensure that it remains market competitive for each executive and reflects any changes in an executive's role or relevant employment market conditions. The executive's performance as evaluated against objectives under the Company's performance management system significantly influences recommendations relating to fixed remuneration.
Any recommendations concerning senior executive fixed remuneration levels are made by the Human Resources Committee to the Board for the Board's consideration.
All executives, excluding directors, are eligible to participate in the CSL Global Employee Share Plan on the same terms and conditions as all other employees. A description of this Plan is set out in note 28 "Employee Benefits" of the financial statements.
Short-term Incentives
Short-term incentives may be awarded to employees based on their annual performance as evaluated under the CSL performance management system. In addition, the Human Resources Committee may recommend the establishment of specific incentive programs linked to the achievement of key corporate objectives, milestones or events. Short-term incentives are paid in cash.
All executive directors and specified executives are eligible to receive an annual incentive under the Company's performance management system. This system facilitates consideration of appropriate performance metrics by the Company and by executives and provides the mechanism for the payment of incentives linked to measurable gains in the achievement of the Company's corporate objectives.
Under the performance management system, usually no more than 6 key performance objectives for a financial year are specified along with actions to achieve the stated objectives and indicators or measures to be applied in assessing an executive's performance against the objectives.
Typically, the performance objectives comprise elements relating to individual performance (specific business tasks), the performance of the relevant business division or function depending on the executive's role (eg revenue, cost targets) and in some cases, that of the CSL group. Importantly, consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive, performance is assessed against the extent to which these objectives are exceeded and not simply met. As discussed below, the objectives directly relate to the corporate objectives, strategic plans and financial budgets approved by the Board.
Accordingly, the specific short-term incentive objectives vary from executive to executive both in terms of their nature and the weighting of these objectives in accordance with the Company's priorities.
In relation to process, the Board approves the corporate objectives, strategic plans and financial budgets. The Board also approves the Managing Director's specific performance objectives established with reference to the Board approved corporate objectives, plans and budgets. The Managing Director specifically approves the performance objectives for other executives which are also based on the Board approved corporate objectives, plans and budgets and which are also linked to the Managing Director's performance objectives.
Annual performance objectives and assessment criteria are established consistent with the corporate objectives and business plans approved by the Board and the responsibilities of the executive's position. Upon completion of the annual performance period, performance reviews are then conducted. Proposed incentive payments are then derived from this process having regard to the established performance objectives and assessment criteria. The Human Resources Committee or Board then considers the proposed incentive payments for approval.
In relation to one-off incentive programs, two programs were approved by the Board during the year. A retention incentive was approved payable to certain executives who remained with the CSL Group until successful completion of the sale of JRH Biosciences provided the business unit met and continued to meet specific business performance targets. The Board approved on 16 March 2004 an incentive linked to the successful integration of ZLB Behring based on integration metrics approved by the Board which were previously used to evaluate the Aventis Behring acquisition.
As with proposed incentive payments under the Company's performance management system, any proposed payments under the one-off incentive programs are considered for approval by the Human Resources Committee or Board.
Further details relating to payments under the short-term incentive programs are set out on pages 8 and 9 of this Report.
Long-term Incentives
Long-term incentives are reserved for employees who have performed to a required performance level and who are regarded as being of strategic operational importance to the Company and for prospective key employees. The Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for this purpose during the financial year.
Performance Rights Plan
The number of Performance Rights issued to an executive is dependent upon an executive's long term incentive percentage and the Company's share price. In the case of Executive Directors, any allocations of Performance Rights are also subject to shareholder approval. Shareholder approval was obtained at the 2003 annual general meeting for up to 350,000 performance rights to be issued in total to Dr Brian McNamee and Mr Tony Cipa over three years.
During the financial year, Performance Rights were granted as equity compensation benefits to executive directors and specified executives on the basis that they were strategically operationally important employees who had performed to a required performance level as evaluated under the Company's performance management system.
The Performance Rights were issued for no consideration. Each Right entitles the holder to subscribe for one fully paid ordinary share in the entity for either nil or nominal consideration. A Performance Right may only be exercised when it has become a Vested Performance Right. Unvested Performance Rights cannot be exercised and lapse on termination of employment. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse which is 7 years from their issue date.
Performance Rights may become Vested Performance Rights if the Company satisfies specific Performance Hurdles during specified Performance Periods.
The minimum Performance Period is 3 years. If all eligible Performance Rights do not vest at the end of this period, performance may be reassessed at one-yearly intervals for up to a further two years. Any Performance Rights which remain unvested after the last reassessment lapse.
The Board believes that a three year performance period is an appropriate minimum time-frame over which executives should be assessed in relation to the achievement of longterm corporate objectives.
If Performance Rights remain unvested at the end of this period, performance is tested again a year later over at least a 4 year performance period. If the Performance Hurdle is not fully met at this time, performance is subject to a final test one further year later over at least a 5 year performance period.
The measure used in the Performance Hurdle is the Company's Total Shareholder Return (TSR) relative to that of the companies comprising the ASX top 100 by market capitalisation (excluding companies with the GICS industry codes of commercial banks, oil and gas and metals and mining). The Peer Groups for various allocations were established on 1 October 2003, 31 March 2004 and 1 October 2004 and are stipulated in the documents evidencing the respective grants.
The Board's view is that TSR is an appropriate measure to assess long term performance as this measure closely reflects shareholder requirements in terms of share price growth and distributions. Also, the extent to which longer-term corporate objectives are achieved should be reflected in the Company's share price and dividend paying capacity by this time.
Given the Company's relevant capital markets, the Board's view is that the Peer Group best represents the jurisdiction and also the companies with which CSL competes for capital. As the Company is employing a relative TSR measure, the Board's opinion was to exclude from the Peer Group companies operating in distinctive industries not relevant to CSL (such as mining companies).
The Performance Hurdle is defined so that a proportion of Performance Rights vest when a minimum target is reached and this proportion increases as performance exceeds the minimum target.
In relation to Performance Rights granted to date, if the Company's performance in terms of TSR ranking places it below the 50th percentile at every Test Date, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile on any Test Date, all of the Performance Rights, which have reached or exceeded the minimum Performance Period of 3 years will vest. 50% of the eligible Performance Rights vest upon CSL being ranked at the 50th percentile with the balance vesting on a straight line basis between the 50th and 75th percentiles. The data used to assess performance is provided by external advisors.
SESOP II
The Senior Executive Share Ownership Plan II ("SESOP II") has previously been used for the purpose of delivering longterm incentives. SESOP II was approved by special resolution at the annual general meeting of the Company on 20 November 1997.
Under this program, options were issued for a term of seven years and began to be exercisable, subject to satisfying the performance hurdle, after the third anniversary of the date of grant. An allocation could be fully exercisable after 5 years. The exercise price was calculated using the weighted average price over the 5 days preceding the issue date of the option.
For the options to be exercisable, a performance hurdle relating to earnings per share for CSL ordinary shares must be met. Specifically, for the period from the financial year preceding the grant of options until the financial year prior to the date of exercise, pre-abnormal earnings per share must increase by seven percent compound per annum. Either none or all of the options are exercisable depending upon whether this target is achieved.
In addition, there is also an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the options, a satisfactory rating under the Company's performance management system.
In relation to grants of options made in previous financial years, the Board's view was that an earnings per share performance hurdle was most appropriate given a key approved corporate objective of pursuing sustainable growth.
Under the rules of SESOP II, participants may be provided with a loan to fund the exercise of the options. Consequently, no loan is made to the recipients of options until the option is exercised and no amounts are recorded in receivables until the option is exercised. Interest equivalent to the after-tax eash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of $48.5\%$ ) is charged on the loan.
No options were issued under SESOP II during the 2005 financial year.
The table below indicates the Company's annual compound growth in earnings per share (EPS) from various base financial years. Options granted under SESOP and SESOP II are subject to the hurdle of 7% annual compound growth in such earnings.
| SESOP | BELLEVILLE TO A STATE OF THE STATE OF THE STATE | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Allocation B 1997 | 999 2000 2001 2002 2003 | ||||||||
| 1997 88 |
21% | 24% | 17% | 16% | 19% | 23% | 10% | 24% | 33% |
| 4998 m |
27% | 16% | 15% | 18% | 24% | 9% | 24% | 34% | |
| 1999 | 6% | 9% | 15% | 23% | 5% | 24% | 35% | ||
| 2000 | 13% | 20% | 29% | 5% | 28% | 41% | |||
| Defe 1 | 28% | 38% | 3% | 32% | 47% | ||||
| 2002 . |
50% | $-8%$ | 33% | 52% | |||||
| 2003 | $-43%$ | 26% | 53% | ||||||
| - 2004 | 179% | 152% | |||||||
| - 2006 | 128% |
Irrespective of the base year, every allocation of options has to date satisfied the performance hurdle between when the options became first exercisable and their expiry date. Accordingly, except for options lapsing in accordance with the Rules (eg termination of employment) all options that have met the time-related vesting requirements have vested.
As mentioned earlier in this Report, short-term incentives are principally managed by the Company's performance management system. Also, until July 2003, long-term incentives were delivered through SESOP and SESOP II using options having an EPS hurdle. Accordingly, until July 2003, there is no direct link between TSR and performance related pay except to the extent that EPS may influence TSR.
Since October 2003, the Company has provided long-term incentives using Performance Rights which have a TSR hurdle. While no Performance Period has yet completed for any allocation, the table below summarises the prospect of Performance Rights vesting given the Company's relative TSR performance over the Performance Period to date.
| Peer Group Establishment Date |
Company TSR 1 |
Percentile $Rank^{1,2}$ |
Rights $V$ esting 2 |
|---|---|---|---|
| 1 October 2003 | 119% | 99 | 100% |
| 31 March 2004 | 65% | 92 | 100% |
| 1 October 2004 | 22% | 74 | 98% |
1Test date of 31 March 2005 being the most recent periodical update to participants
2All Performance Rights vest at the 75th percentile
Director and Executive Contracts Non Executive Directors
Non-executive directors are subject to ordinary election and rotation requirements as stipulated in the ASX Listing Rules and the Company's Constitution. Accordingly, there are no specific employment contracts with non-executive directors.
Executive Directors and Specified Executives
Each contract outlines the key terms of employment including the executive's fixed remuneration. The potential short term incentive may also be stipulated in the contract or be governed by the Company's remuneration structure which governs the level of short-term incentives applicable to seniority levels.
It is the Company's general practice that employment contracts for executive directors and specified executives do not have a fixed term. Except for Mr Tom Giarla who is on a fixed term contract expiring on 31 January 2006, all of the executive directors' and specified executives' employment contracts do not have a fixed term.
It is the Company's policy that employment contracts for executive directors and specified executives contain provisions for termination with notice or payment in lieu thereof and for termination by the Company without notice for serious misconduct and breach of contract.
Certain executive directors and specified executives may be entitled to receive a termination payment in addition to notice where the Company terminates employment with the executive. In all circumstances, termination payments are not required to be made where termination of employment by the Company occurs for serious misconduct and breach of contract.
The notice period required to be given by the employee or the Company along with any termination payments to which they may be eligible are set out in the table below. With the exception of Tom Giarla whose termination payment may include potential bonuses, termination payments for all executive directors and specified executives are expressed in months and calculated by reference to TEC or salary (excluding benefits) which the executive would have earned over that time.
| Notice Period by § Notice Period by | Termination | ||
|---|---|---|---|
| Company | Employee | Payments | |
| Executive Directors | |||
| B A McNamee | 6 months | 36 months | 12 months |
| A M Cipa | ∜6 months | ∛6 months | 12 months |
| Specified Executives | |||
| P Turner | 6 months | '6 months | 12 months |
| C Arnit | 6 months | \6 months | $6$ months |
| P Bordonaro | 3 months | 33 months | 12 months |
| A Cuthbertson | 6 months | '6 months | 12 months |
| F Turvey | 6 months | 6 months | 12 months |
| K Milrov | 3 months | 33 months | 12 months |
| A Martinez | 6 months | 6 months | 12 months |
| M Sontrop | 3 months | {3 months | 12 months |
| H Strenger | 3 months | 13 months | 12 months |
| l' Giarla | 3 months | 3 months | 12 months phis |
| bonus potential |
1 Estimated; termination payment is actually based on terms expressed as 5 weeks per year of service (for 5 years) plus 3 weeks for year thereafter to maximum of 15 years.
Director and Executive Remuneration
Director Remuneration
- Audited Section
| Primary | Post employment | Eguity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash salary | Cash Bonus 1 | Non- Monetary |
Super- annuation |
Retirement Benefits |
Performance | Options $5$ | Total | ||
| and fees 3 | Benefits | Rights 5 | |||||||
| s, | \$ | Ś. | Ś, | \$ | \$. | \$ | \$ | ||
| Executive Directors | |||||||||
| Dr B A McNamee | 2005 | 1,257,993 | 1,300,000 | 68,678 | 40,202 | 246,680 | 2,913,553 | ||
| Managing Director | 2004 | 947,207 | 482,500 | 79.635 | 44,254 | 65,522 | 1,619,118 | ||
| A M Cipa | 2005 | 508,020 | 495,000 | 2,565 | 42,531 | 138,349 | 31,269 | 1,217,734 | |
| Finance Director | 2004 | 406,552 | 176,000 | 2,645 | 33,448 | 40,197 | 92,500 | 751,342 | |
| Non-executive Directors | |||||||||
| PH Wade | 2005 | 235,000 | 21,150 | 256,150 | |||||
| Chairman | 2004 | 210,000 | 18,900 | 228,900 | |||||
| J Akehurst 1 | 2005 | 108.750 | 9,788 | 118.538 | |||||
| Non-executive director | 2004 | 25,000 | 2,250 | 27,250 | |||||
| E A Alexander | 2005 | 127,500 | ۰ | 11,475 | 138,975 | ||||
| Non-executive director | 2004 | 110,000 | 9.900 | 119,900 | |||||
| 1 A Renard | 2005 | 118,750 | 10,688 | 129,438 | |||||
| Non-executive director | 2004 | 107,500 | 9,675 | 117,175 | |||||
| $M \wedge$ Renshaw 2 | 2005 | 110,000 | 9.900 | 119,900 | |||||
| Non-executive director | 2004 | ||||||||
| K J Roberts | 2005 | 120,000 | 10,800 | 130,800 | |||||
| Non-executive director | 2004 | 105,000 | 9,450 | 114,450 | |||||
| A C Webster | 2005 | 117,500 | 10,575 | 128,075 | |||||
| Non-executive director | 2004 | 103,750 | 9.338 | 113,088 | |||||
| Total of all Directors | 2005 | 2,703,513 | 1,795,000 | 71,243 | 167,109 | 385,029 | 31,269 | 5,153,163 | |
| 2004 | 2,015,009 | 658,500 | 82,280 | 137,215 | 105,719 | 92,500 | 3,091,223 |
1 Mr J Akehurst commenced 1 April 2004
2 Mr M A Renshaw commenced 20 July 2004
$3$ As disclosed on page 4 of this Report under the section titled "Non-Executive Director Remuneration", nonexecutive directors participate in the NED Share Plan under which non-executive directors take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices.
4 As disclosed on page 5 of this Report under the section titled "Short-term Incentives", executive directors were entitled to receive one-off bonuses linked to meeting performance objectives relating to the successful integration of ZLB Behring.
Of the \$1,300,000 cash bonus to Dr B A McNamee, \$650,000 resulted from his annual performance as evaluated by the Board under the Company's performance management system and \$650,000 was awarded in relation to the one-off Board approved ZLB Behring integration program.
Of the \$495,000 cash bonus to A M Cipa, \$275,000 was awarded as a result of his annual performance under the Company's performance management system as approved by the Board and \$220,000 was awarded in relation to the oneoff Board approved ZLB Behring integration program.
In relation to the ZLB integration bonus, the bonus was dependant upon achieving 95% of the earnings and cash flow integration targets based on integration metrics used by the Board to evaluate the Aventis Behring acquisition.
5 The options and rights have been valued using a combination of the Binomial and Black Scholes option valuation methodologies as at the grant date adjusted for the probability of performance hurdles being achieved. This valuation was undertaken by PricewaterhouseCoopers.
The amounts disclosed in remuneration have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and therefore disclosed as part of the executive director's remuneration in prior years using the grant date basis of measurement.
Specified Executive Remuneration
- Audited Section
| Primary | Post employment | Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash salary and fees $^{1.2}$ |
Cash Bonus 7.3 | Non- Monetary Benefits |
Super- annuation' |
Refirement Benefits |
Performance Rights ® |
Options 3 | Total | |||
| \$ | Ŝ | S | Ŝ | Š. | Ś. | S | \$ | |||
| Specified Executives | ||||||||||
| P Turner President - ZLB Behring (based in United States) |
2005 2004 |
946,377 745,385 |
762,440 403,056 |
4,172 | 78,260 40,823 |
83.514 16,351 |
200,002 270,546 |
2,074,765 1,476,161 |
||
| C Armit President - CSL Pharmaceutical (based in Australia) |
2005 2004 |
381,966 369,544 |
124,500 160,000 |
62,895 | 33,160 28,800 |
47,121 10,326 |
160,066 228,524 |
809.708 797,194 |
||
| P Bordonaro General Manager - CSL Bioplasma (based in Australia) |
2005 2004 |
368,755 324,883 |
120,000 105,900 |
29,650 23,647 |
30,783 27,512 |
68,085 18,617 |
31,269 92,500 |
648,542 593,059 |
||
| A Cuthbertson Chief Scientific Officer (based in Australia) |
2005 2004 |
324,772 290,000 |
105,000 72.500 |
53,614 10,987 |
24,747 | 37,166 7.852 |
173,777 193,165 |
719,076 574,504 |
||
| P Turvey Company Secretary and General Counsel (based in Australia) |
2005 2004 |
366,197 295,392 |
294,000 101.100 |
31,859 20,558 |
48,740 40,440 |
58,319 9.435 |
126,414 170,013 |
925,529 636,938 |
||
| K Milroy General Manager - Human Resource (based in United States) |
2005 2004 |
392,405 263,063 |
258,566 145,801 |
23,495 19,425 |
33,913 32,935 |
20,896 410 |
82,156 166,518 |
811,431 628,152 |
||
| T Giarta President - JRH Bussciences (based in United States) |
2005 2,004 |
481.889 384,809 |
1,574,604 182.252 |
9,663 34,307 |
29,382 15,421 |
20,747 | 98,628 169,800 |
2,214,913 786,589 |
||
| A Martinez Executive Vice President - Commercial Development (based in United States) |
2005 2004 |
397,795 102,830 |
418,082 105,648 |
25,533 5.246 |
25,219 495 |
866,629 214,219 |
||||
| M Sontrop Senior Vice President and Managing Director - Marburg (based in Germany) |
2005 2004 |
534,478 385,656 |
427,700 213,776 |
2.725 | 45,652 34,762 |
21.976 431 |
66,836 146,378 |
1,099,367 781,003 |
||
| H Strenger Vice President and General Manager - Japan - ZLB Behring (based in Japan). |
2005 2004 |
1,311,049 162,532 |
239,705 299,159 |
26,750 6.947 |
10,088 198 |
1,587,592 468,836 |
||||
| Total Specified Executives | 2005 2004 |
5,505,683 3,324,094 |
4,324,597 1,789,192 |
218,073 108,924 |
376,920 232,886 |
393,131 64,115 |
939,148 1,437,444 |
11,757,552 6,956,655 |
1 Cash salary and fees, cash bonuses and superannuation paid in foreign currency have been converted to Australian dollars at the average exchange rate for the year ended 30 June 2005. Both the amount of remuneration and any movement in comparison to prior years may be influenced by changes in the respective currency exchange rates.
2 Certain specified executives receive specific allowances in connection with the Company's expatriate remuneration policies as follows:
| Fixed Base | Expatriate | Total Cash | ||
|---|---|---|---|---|
| Salary | Allowances | salary | ||
| Specified Executives | ||||
| IP Turner | 2005 | 846,928 | 99.449 | 946,377 |
| K Milroy | 2005 | 299,788 | 92.617 | 392.405 |
| M Sontrop | 2005 | 411,136 | 123,342 | 534.478 |
| H Strenger | 2005 | 600,686 | 710,363 | 1,311,049 |
Mr H Strenger's cash salary and fees includes payments relating to particular expatriate arrangements resulting from his previous contractual rights with Aventis Behring and the transition to CSL's expatriate policies.
3Included in cash bonuses are the following ZLB integration bonuses to key executives of the integration team: P Turner \$381,220; P Turvey \$126,000; K Milroy \$137,902; A Martinez \$198,897 and M Sontrop \$210,209.
T Giarla was entitled to receive a USD 300,000 non-compete payment (effective for up to 2 years) relating to the sale of JRH Biosciences and was also entitled to receive a USD 300,000 sign-on fee on entering into an employment agreement with CSL in lieu of further entitlements in connection with the sale of JRH Biosciences.
4 The options and rights have been valued using a combination of the Binomial and Black Scholes option valuation methodologies as at the grant date adjusted for the probability of performance hurdles being achieved. This valuation was undertaken by PricewaterhouseCoopers.
The amounts disclosed have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and disclosed as part of the executive's remuneration in prior years using the grant date basis of measurement.
Executive Director and Specified Executives Fixed and Performance Remuneration Components
| Remuneration Components as a Proportion of Total Remuneration |
Fixed Remuneration (not linked to company performance t |
Performance Related Remuneration | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash Based | Equity Based | ||||||||
| STI 2 | Performance | Performance | Total 3 | ||||||
| Shares | Options | ||||||||
| Executive Directors | |||||||||
| B A McNamee | 47% | 45% | 8% | $0\%$ | 53% | 100% | |||
| A M Cipa | 45% | 41% | 11% | 3% | 55% | 100% | |||
| Specified Executives | |||||||||
| P Turner | 50% | 37% | 4% | 9% | 50% | 100% | |||
| C Armit | 59% | 15% | 6% | 20% | 41% | 100% | |||
| P Bordonaro | 66% | 19% | 10% | 5% | 34% | 100% | |||
| A Cuthbertson | 56% | 15% | 5% | 24% | 44% | 100% | |||
| P Turvey | 48% | 32% | 6% | 14% | 52% | 100% | |||
| K Milroy | 55% | 32% | 3% | 10% | 45% | 100% | |||
| T Giarla | 24% | 71% | $1\%$ | $4\%$ | 76% | 100% | |||
| A Martinez | 49% | 48% | 3% | $0\%$ | 51% | 100% | |||
| M Sontrop | 53% | 39% | $2\%$ | 6% | 47% | 100% | |||
| H Strenger | 84% | 15% | $1\%$ | $0\%$ | 16% | 100% |
1Remuneration not linked to company performance means fixed remuneration as outlined in the section "Executive Remuneration Structure" on page 4 of this Report and comprises cash salary, superamuation and non monetary benefits (interest on loans).
As stated under the section "Fixed Remuneration" on page 4 of this Report, any recommendations concerning senior executive fixed remuneration levels are significantly influenced by the executive's performance as assessed under the Company's performance management system.
2 Cash based STI includes any payments based on the executive's performance under the Company's performance management system as well as any payments pursuant to the specific one-off programs approved by the Board relating to the integration of ZLB Behring and the JRH Biosciences sale.
3 The balance between fixed and performance related pay, the relationship between short-term and long-term incentive percentages has been significantly influenced during the financial year as a result of cash based short term incentive payments in connection with the integration of ZLB Behring and the sale of JRH Biosciences.
In addition, aside from foreign currency influences, relativities have also been affected by the grants of Performance Rights for certain executives being recognised in the 2004 financial accounts and the proposed grant of Performance Rights which will be recognised in the 2006 financial accounts.
Director and Specified Executives Performance Remuneration
| (A) | (B) | IC) | (D) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Short term incentive | Estimates of the maximum remuneration | Remuneration | Value at | Value at | Total of | ||||
| amounts which could be received under | consisting of | grant date | exercise | columns | |||||
| the 2005 equity grants in future years 2 | options 3 | $\text{date}$ 5 | $(B)$ to $(C)$ | ||||||
| Percentage | Percentage Not | 2006 | 2007 | 2008 | $\%$ | \$ | Ŝ | Ŝ. | |
| Awarded ' | Awarded 1 | ||||||||
| Executive Directors | |||||||||
| B A McNamee | 100.0% | 8% | 1,692,000 | 1,692,000 | |||||
| A M Cipa | 100.0% | 14% | 501,246 | 501,246 | |||||
| Specified Executives | |||||||||
| P Turner | 100.0% | 14% | 153,186 | 153,186 | |||||
| C Armit | 75.0% | 25.0% | 24,828 | 24,828 | 24,828 | 26% | 24,960 | 1,427,200 | 1,452,160 |
| P Bordonaro | 75.0% | 25.0% | 15% | 342,580 | 342,580 | ||||
| A Cuthbertson | 75.0% | 25.0% | 29% | 232,320 | 232,320 | ||||
| $P$ Turvey | 100.0% | 20% | 341,438 | 341,438 | |||||
| K Milroy | 87.5% | 12.5% | 13% | 219,940 | 219,940 | ||||
| T Giarla | 100.0% | 24.828 | 24,828 | 24,828 | 5% | 24,960 | 454,320 | 479,280 | |
| A Martinez | 100.0% | 3% | |||||||
| M Sontrop | 100.0% | 8% | 416,460 | 416,460 | |||||
| H Strenger | 100.0% | 1% |
1 Short term incentive awarded and not awarded relates to the period ended 30 June 2005 only.
As mentioned on page 5 of this Report under the section 'Short-term incentives", consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive is that performance under the performance management system is assessed in terms of the extent to which objectives are exceeded.
Accordingly, to be awarded 100% of short-term incentive, an executive is required to have exceeded all performance objectives. An executive who has obtained less than 100% of their incentive payment may have met all their objectives and exceeded some of their objectives but may not have exceeded all of the performance objectives.
2 The balance between fixed and performance related pay and the relationship between long-term incentive pay and total remuneration has been significantly influenced during the financial year as a result of cash based short term incentive payments pursuant to the specific one-off programs approved by the Board in connection with the integration of ZLB Behring and the sale of JRH Biosciences.
In addition, relativities have also been affected by the grants of Performance Rights for certain executives being recognised in the 2004 financial accounts and the proposed grant of Performance Rights which will be recognised in the 2006 financial accounts.
3 The maximum value has been determined at grant date and amortised in accordance with the applicable accounting standard requirements. The minimum value of the grant is \$nil if the performance conditions are not satisfied. No options were granted during 2005.
4 The value at grant date has been determined by the share price at the close of business on grant date less the option exercise price times by the number of options granted during 2005.
$5$ The value at exercise date has been determined by the share price at the close of business on exercise date less the option exercise price times by the number of options exercised during 2005.
Director and Specified Executives Options and Rights Holdings
Performance Rights
| Terms and Conditions for Performance Rights grants during 2005 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at 1 July 2004 |
Number Granted |
Balance at 30 June 20.15 |
Number Lapsed |
Grant Date | Value per Right at Grant Date |
First Exercise Date |
Last Exercise Date |
|
| Executive Directors | ||||||||
| B A McNamee | 70,000 | 70,000 | ||||||
| A M Cipa | 40,000 | 40.000 | ||||||
| Specified Executives | ||||||||
| P Turner | 24,800 | 24.800 | ||||||
| C Armit | 8,400 | 6,000 | 14.400 | 25-Aug-04 | \$20.69 | 30-Sep-07 | 25-Aug-11 | |
| P Bordonaro | 20,800 | 20.800 | ||||||
| A Cuthbertson | 11,100 | 11.100 | ||||||
| P Turvey | 17.100 | 17.100 | ||||||
| K Milroy | 5,800 | 5.800 | , | |||||
| T Giarla | 6,000 | 6.000 | 25-Aug-04 | \$20.69 | 30-Sep-07 | 25-Aug-11 | ||
| A Martinez | 7,000 | 7.000 | ||||||
| M Sontrop | 6,100 | 6.100 | $\overline{r}$ | |||||
| H Strenger | 2,800 | 2.800 | $\overline{r}$ | |||||
| Total | 213,900 | 12,000 | 225,900 |
The Board has resolved to make grants of Performance Rights relating to the 2005 financial year subsequent to completing assessments under the Company's performance management system and annual reviews of executive remuneration levels. In relation to the 2004 financial year, grants of performance rights to a number of executive directors and specified executives were recognised in the 2004 financial statements. For this reason, only a small number of grants are being recognised this financial year.
SESOP and SESOP II Options
| Bakhosat | ||||||
|---|---|---|---|---|---|---|
| Balance at 1 | Number | Number | Number | $30 \,$ June | Number | |
| July 2004 | Granted | Exercised | Lapsed | 2005 | Vested | |
| Executive Directors | ||||||
| B A McNamee | 100,000 | 100,000 | ||||
| A M Cipa | 100,954 | 25,954 | 75,000 | 60,000 | ||
| Specified Executives | ||||||
| P Turner | 185,192 | 10,192 | 175,000 | 80,000 | ||
| C Armit | 250,000 | $\overline{\phantom{a}}$ | 160,000 | 90.000 | ||
| P Bordonaro | 101,000 | ÷. | 26,000 | 75,000 | 60,000 | |
| A Cuthbertson | 135,000 | 48,000 | 87.000 | |||
| P Turvey | 125,924 | 25,924 | 100,000 | 40,000 | ||
| K Milrov | 84,000 | u. | 14,000 | 70.000 | 21,000 | |
| T Giarla | 139,500 | 36,000 | 103,500 | 72,000 | ||
| M Sontrop | 91,000 | 33,000 | 58,000 | 19,800 | ||
| Total | 1,312,570 | 479,070 | 833,500 | 352,800 |
In relation to the 2005 financial year, the Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for long term incentive purposes. Accordingly, no options were issued under SESOP II during the financial year. The last grant of options under SESOP II was made in July 2003.
Director and Specified Executives Shares on Exercise of Options and Rights
| Date Options | Number of | Paid \$ per | Unpaid \$ | |
|---|---|---|---|---|
| Granted 1,2 | shares | share | per share | |
| Executive Directors | ||||
| B A McNamee | Nov-1997 | 100.000 | 8.93 | |
| A M Cipa | Jul-1998 | 5.954 | 10.82 | |
| Jul-1999 | 20,000 | 13.23 | ||
| Specified Executives | ||||
| IP Turner | Jul-1998 | 10,192 | 10.82 | |
| C Armit | Feb-2000 | 160,000 | 23.07 | |
| P Bordonaro | Jul-1998 | 6.000 | 10.82 | |
| Jul-1999 | 20.000 | 13.23 | ||
| A Cuthbertson | Feb-2000 | 48.000 | 21.01 | |
| P Turvey | Jul-1998 | 5.924 | 10.82 | |
| Jul-1999 | 20,000 | 13.23 | ||
| K Milroy | Jul-1999 | 14,000 | 13.23 | |
| T Giarla | Jul-1999 | 36,000 | 13.23 | |
| M Sontrop | Jul-1999 | 33.000 | 13.23 | |
| Total | 479,070 |
1 For all of the Options granted, the time-related vesting criteria was 60% of the allocation after 3 years from grant date, 20% after 4 years from grant and the balance of 20% after 5 years from grant date.
$2$ Refer to the table on page 12 of this Report for the balance of options and performance rights held by executive directors and specified executives subsequent to exercise of the options and performance rights as set out above.
Director and Specified Executives Shareholding
| Balance at 1 | Options | Other | Balance at 30 | Balance as of | |
|---|---|---|---|---|---|
| July 2004 | exercised | changes | June 2005 | date of this | |
| during year | during year | Report | |||
| Directors | |||||
| B A McNamee | 770,651 | 100,000 | (527, 140) | 343,511 | 343,511 |
| A M Cipa | 8,468 | 25,954 | (25, 875) | 8,547 | 8,547 |
| PH Wade | 28,490 | 2,420 | 30.910 | 31,267 | |
| J Akehurst | 2,500 | 3,813 | 0.313 | 6,470 | |
| E A Alexander | 5,215 | 1,301 | 6, 516 | 6,673 | |
| I A Renard | 5,342 | 1,031 | 6,373 | 6,530 | |
| M A Renshaw | 659 | 659 | 816 | ||
| K J Roberts | 4,872 | 966 | 5,838 | 5,995 | |
| A C Webster | 7,876 | 966 | 8,842 | 8,999 | |
| Specified Executives | |||||
| P Turner | 2,050 | 10,192 | 12.242 | 12,242 | |
| C Armit | 724 | 160,000 | (49, 814) | 110,910 | 110,910 |
| P Bordonaro | 36,760 | 26,000 | (36,000) | 26.760 | 26,760 |
| A Cuthbertson | 30,379 | 48,000 | (30,000) | 48.379 | 48,379 |
| P Turvey | 30,734 | 25,924 | (9,687) | 46,971 | 46,971 |
| K Milroy | 31,304 | 14,000 | (8,701) | 36.603 | 36,603 |
| T Giarla | 40,500 | 36,000 | (76, 500) | ||
| A Martinez | 121 | 42 L | 121 | ||
| M. Sontrop | 1,559 | 33,000 | (32,704) | 1.855 | 1,855 |
| H Strenger | |||||
| Total | 1,007,424 | 479,070 | (785, 144) | 701.350 | 702,649 |
Loans to Directors and Specified Executives
Details of the aggregate of loans to Directors and Specified Executives are as shown:
| 0.000.000.000.000.000.000.000.000.000. | Opening Balance |
Interest Charged |
Interest not charged |
Closing Balance |
Number in group 30 June 2005 |
|
|---|---|---|---|---|---|---|
| \$'000 | \$'000 | しゅうしょうどうかん きゅうしゅつしゅ \$'000 |
and add a contract of all formers, of formers are \$'000 |
|||
| Directors | 2005 | 1.882 | 71 | 941 | ||
| 2004 | 1.893 | 51 | 133 | 1,882 | ||
| Specified executives | 2005 | 1,930 | 72 | 218 | 5,041 | |
| 2004 | 1,587 | 28 | 137 | 1,930 | ||
| Total Directors and | 2005 | 3,812 | 143 | 289 | 5.982 | 12 |
| Specifed Executives | 2004 | 3,480 | 79 | 270 | 3,812 |
Details of individuals with loans above \$100,000 in the reporting period are as follows:
| Balance | Interest | Interest | Balance at | Highest | |
|---|---|---|---|---|---|
| at 1 July | Charged | not | 30 June | owing in | |
| 2004 | charged | 2005 | period | ||
| \$'000 | \$000 | \$'000 | \$'000 | ||
| Directors | |||||
| B A McNamee | 1,834 | 70 | 69 | 893 | ا بیان بیان |
| Specified Executives | |||||
| P Turner | ٦ | 4 | 110 | 110 | |
| C Armit | 14 | 63 | 2,537 | 2,537 | |
| P Bordonaro | 462 | IS | 30 | 330 | 791 |
| A Cuthbertson | 155 | 15 | 54 | 1,008 | 1,008 |
| P Turvey | 397 | 16 | 32 | 593 | 726 |
| K Milroy | 381 | 8 | 23 | 463 | 463 |
| T Giarla | 536 | 10 | 1,012 | ||
| M Sontrop | 437 |
All of the loans relate to SESOP and SESOP II under which executive directors and specified executives were provided with loans to fund the exercise of options. SESOP was terminated by the Company and there are no longer any outstanding options under SESOP. No grants of options have been made under SESOP II since July 2003.
Loans to executive directors and specified executives relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2%. This is based on interest being charged equivalent to the after-tax
cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%). The average commercial rate of interest during the year was 7%.
16. Other Transactions and Balances with Directors and Specified Executives
The directors and specified executives and their related entities have the following transactions with entities within the consolidated entity that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing at arm's length in similar circumstances:
- The Company has a number of contractual research relationships with the University of Melbourne of which Mr Ian Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.
- The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr B A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.
17. Indemnification of Directors and Officers
During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity:
The Company has entered into a Director's Deed with each director regarding access to Board papers, indemnity and insurance. Each Deed provides:
- $(a)$ an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or arising out of the conduct of the business of the Company or of a subsidiary (as defined in the Corporations Act) or in or arising out of the discharge of the duties of that director. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation;
- $(b)$ that the Company will maintain, for the term of each director's appointment and for seven years following cessation of office, an insurance policy for the benefit of each director which insures the director against liability for acts or omissions of that director in the director's capacity or former capacity as a director of the Company; and
- $(c)$ the relevant director with a right of access to Board papers relating to the director's period of appointment as a director for a period of seven years following that director's cessation of office. Access is permitted where the director is, or may be, defending legal proceedings or appearing before an inquiry or hearing of a government agency or an external administrator, where the proceedings, inquiry or hearing relates to an act or omission of the director in performing the director's duties to the Company during the director's period of appointment.
In addition to the Director's Deeds, Rule 146 of the Company's Constitution requires the Company to indemnify each "officer" of the Company and of each wholly owned subsidiary of the Company out of the assets of the Company "to the relevant extent" against any liability incurred by the officer in the conduct of the business of the Company or in the conduct of the business of such wholly owned subsidiary of the Company or in the discharge of the duties of the officer unless incurred in circumstances which the Board resolves do not justify indemnification.
For this purpose, "officer" includes a director, executive officer, secretary, agent, auditor or other officer of the Company. The indemnity only applies to the extent the Company is not precluded by law from doing so, and to the extent that the officer is not otherwise entitled to be or is actually indemnified by another person, including under any insurance policy, or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the officer in relation to that corporation.
The Company paid insurance premiums of \$1,065,095.83 in respect of a contract insuring each individual director of the Company and each full time executive officer, director and secretary of the Company and its controlled entities, against certain liabilities and expenses (including liability for certain legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law.
18. Auditor independence and non-audit services
The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company and/or the consolidated entity are important.
Details of the amounts paid or payable to the entity's auditor, Ernst & Young for non-audit services provided during the year are set out below. The directors, in accordance with the advice received from the Audit and Risk Management Committee, are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of nonaudit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
- all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure that they do not impact the impartiality and objectivity of the auditor
- none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor's own work, acting in a management or a decision making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.
A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 accompanies this Report.
Ernst & Young and its related practices received or are due to receive the following amounts for the provision of non-audit services:
| Completion audits in relation to the JRH | |
|---|---|
| business unit disposal | \$508,103 |
| Accounting advice and audit services in | |
| relation to AIFRS | \$67.500 |
| Compliance audits and advice | \$46.764 |
| \$622.367 |
19. Rounding
The amounts contained in this report and in the financial report have been rounded to the nearest \$1,000 (where rounding is applicable) unless specifically stated otherwise under the relief available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.
This report has been made in accordance with a resolution of directors.
Signed
Peter H Wade (Director)
Signed
Brian A McNamee (Director) Melbourne
24 August 2005
EII ERNST & YOUNG
■ 120 Collins Street Melbourne VIC 3000 Australia GPO Box 67
Tel 61 3 9288 8000 Fax 61.3.9654.6166
DX 293.Melbourne
Melbourne VIC 3001
Auditor's Independence Declaration to the Directors of CSL Limited
In relation to our audit of the financial report of CSL Limited for the financial year ended 30 June 2005, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
Ent & Yong
Ernst & Young
Winner
Ivan Wingreen Partner 24 August 2005
CSL Limited and its controlled entities Financial Report
for the year ended 30 June 2005
CSL Limited and its controlled entities Statement of Financial Performance
for the year ended 30 June 2005
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| Notes | 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|
| Sales revenue | 2 | 2,749.934 | 1.650.196 | 363,320 | 416,593 |
| Cost of sales | 1,686,776 | 1.070,028 | 169,872 | 221,259 | |
| Gross profit | 1,063,158 | 580,168 | 193.448 | 195,334 | |
| Other revenues | $\overline{2}$ | 502,976 | 185,515 | 33,471 | 116,206 |
| Research and development expenses | 145,721 | 101.188 | 59,192 | 46,856 | |
| Selling and marketing expenses | 332,336 | 146,433 | 42,517 | 44,374 | |
| General and administration expenses | 174,583 | 131.029 | 55,577 | 38.190 | |
| Borrowing costs | 3(b) | 41,640 | 23,742 | 387 | 307 |
| Other expenses - Net assets of discontinued operations sold | 36 | 178,548 | 59,281 | 24,920 | |
| Other expenses | 3(b)(i) | 51,366 | 49,381 | ||
| Profit from ordinary activities before income tax expense | 641,940 | 254,629 | 69.246 | 156,893 | |
| Income tax expense relating to ordinary activities | 4 | 95,422 | 35,004 | 8,487 | 36,553 |
| Net profit attributable to members of CSL Limited | 25 | 546,518 | 219,625 | 60,759 | 120,340 |
| Net exchange difference on translation of financial statements of self-sustaining foreign operations |
24 | (181, 715) | 64,435 | ||
| Share issue costs | 23 | (10, 126) | (10, 126) | ||
| Total revenues, expenses and valuation adjustments attributable to members of CSL Limited recognised directly in equity |
(181, 715) | 54,309 | (10, 126) | ||
| Total changes in equity other than those resulting from transactions with owners as owners attributable to members of CSL Limited |
26 | 364,803 | 273,934 | 60.759 | 110,214 |
| Cents | Cents | ||||
| Basic earnings per share | 37 | 278.85 | 123.3 | ||
| Diluted earnings per share | 37 | 277.50 | 122.8 |
The above statement of financial performance should be read in conjunction with the accompanying notes.
CSL Limited and its controlled entities Statement of Financial Position
for the year ended 30 June 2005
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Notes | \$000 | \$000 | \$000 | \$000 | |
| CURRENT ASSETS | |||||
| Cash assets | 5 | 723,842 | 114,896 | 461,769 | 12,700 |
| Receivables | 6 | 536,983 | 532,196 | 68,864 | 43,265 |
| Inventories | 7 | 946,583 | 1,352,578 | 59,451 | 66,147 |
| Other | 8 | 22,244 | 31,860 | 2,419 | 3,894 |
| Total Current Assets | 2,229,652 | 2,031,530 | 592,503 | 126,006 | |
| NON-CURRENT ASSETS | |||||
| Receivables | 9 | 11,014 | 6,489 | 20,041 | 305,109 |
| Other financial assets | 10 | 19,578 | 8,223 | 1,232,905 | 1,204,058 |
| Property, plant and equipment | 11 | 769,143 | 887,017 | 261,402 | 259,199 |
| Deferred tax assets | 12 | 97,414 | 77,644 | 10,400 | 9,825 |
| Intangibles | 13 | 744,143 | 859,870 | 20,000 | 20,000 |
| Other | 14 | 3,352 | 4,610 | ||
| Total Non-Current Assets | 1,644,644 | 1.843,853 | 1,544,748 | 1,798,191 | |
| TOTAL ASSETS | 3,874,296 | 3.875,383 | 2,137,251 | 1,924,197 | |
| CURRENT LIABILITIES | |||||
| Payables | 15 | 398,555 | 458,502 | 543,936 | 53,905 |
| Interest-bearing liabilities | 16 | 21,861 | 13,297 | ||
| Current tax liabilities | 17 | 37,130 | 26,903 | 21,960 | |
| Provisions | 18 | 75,171 | 199,406 | 17,848 | 15,843 |
| Total Current Liabilities | 532,717 | 698,108 | 561,784 | 91,708 | |
| NON-CURRENT LIABILITIES | |||||
| Payables | 19 | 3,314 | 29,604 | ||
| Interest-bearing liabilities | 20 | 1,003,035 | 851,033 | ||
| Deferred tax liabilities | 21 | 106,814 | 80,577 | 33,968 | 12,699 |
| Provisions | 22 | 157,218 | 168,309 | 16,391 | 20,712 |
| Total Non-Current Liabilities | 1,267,067 | 1,103,233 | 79,963 | 33,411 | |
| TOTAL LIABILITIES | 1,799,784 | 1,801,341 | 641,747 | 125,119 | |
| NET ASSETS | 2,074,512 | 2,074,042 | 1,495,504 | 1,799,078 | |
| EQUITY | |||||
| Contributed equity | 23 | 1,223,034 | 1,502,417 | 1,223,034 | 1,502,417 |
| Reserves | 24 | (62,091) | 77,373 | 22,824 | 22,824 |
| Retained profits | 25 | 913,569 | 494,252 | 249,646 | 273,837 |
| TOTAL EQUITY | 26 | 2,074,512 | 2,074,042 | 1,495,504 | 1,799,078 |
The above statement of financial position should be read in conjunction with the accompanying notes.
Statement of Cash Flows
for the year ended 30 June 2005
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Notes | \$000 | \$000 | \$000 | \$000 | |
| Cash flows from Operating Activities | |||||
| Receipts from customers (inclusive of GST) | 2,698,158 | 1,715,258 | 369,640 | 440,359 | |
| Payments to suppliers and employees (inclusive of GST) |
(2,073,331) | (1,446,852) | (291,294) | (341, 209) | |
| Interest received | 16,954 | 9,525 | 12,384 | 10,202 | |
| Income taxes paid | (43, 299) | (45, 764) | (14, 620) | (25, 842) | |
| Borrowing costs | (30, 660) | (25, 173) | (387) | (307) | |
| Net cash inflow from operating activities | 34 | 567,822 | 206,994 | 75,723 | 83,203 |
| Cash flows from Investing Activities | |||||
| Proceeds from sale of property, plant and equipment | 712 | 413 | 13 | 45 | |
| Payments for property, plant and equipment | (105, 015) | (79.591) | (32,029) | (31, 611) | |
| Payments for other investments | (277) | (635) | (277) | (635) | |
| Payment for investment in controlled entities | (508, 626) | ||||
| Purchase of controlled entities, net of cash acquired | 35 | (772, 870) | |||
| Payments for restructuring of acquired entities and businesses |
(83,967) | (25, 752) | |||
| Payments for onerous contracts | (14, 682) | ||||
| Net proceeds from the sale of business unit | 460,135 | 161,627 | 100,109 | ||
| Income tax on profit on sale of business unit | (30, 433) | (20, 624) | |||
| Payments for intellectual property | (9,001) | (8, 123) | |||
| Net cash inflow/(outflow) from investing activities | 217,472 | (724,931) | (52, 917) | (440,718) | |
| Cash flows from Financing Activities | |||||
| Proceeds from issue of shares | 23 | 16,970 | 554,304 | 16,970 | 554,304 |
| Payments for shares bought back | 23 | (317, 795) | (317,795) | ||
| Payment of share issue costs | (10, 126) | (10, 126) | |||
| Dividends paid | (63, 508) | (35, 364) | (63, 508) | (35, 364) | |
| Advances from/(to) controlled entities | 790,596 | (179, 335) | |||
| Proceeds from borrowings | 268.617 | 233.654 | |||
| Repayment of borrowings | (70,972) | (200, 466) | |||
| Net cash inflow/(outflow) from financing activities | (166, 688) | 542,002 | 426,263 | 329,479 | |
| Net increase/(decrease) in cash held | 618,606 | 24,065 | 449,069 | (28,036) | |
| Cash at the beginning of the financial year | 110,343 | 82,855 | 12,700 | 40,736 | |
| Exchange rate variations on foreign cash balances | (9,198) | 3,423 | |||
| Cash at the end of the financial year | 34 | 719,751 | 110,343 | 461,769 | 12,700 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
1 Summary of Significant Accounting Policies
$(a)$ Basis of Accounting
The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 including applicable Accounting Standards. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with. The financial report has been prepared in accordance with the historical cost convention
$(b)$ Changes in Accounting Policies.
The accounting policies adopted are consistent with those of the previous year.
Principles of Consolidation $(c)$
The consolidated financial statements are those of the consolidated entity, comprising CSL Limited (the parent entity) and all entities that CSL Limited controlled during the year and at balance date. CSL Limited and its controlled entities together are referred to in this financial report as the consolidated entity. All intercompany balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated in full.
Where control of an entity is obtained during a financial year, its results are included in the consolidated statement of financial performance from the date on which control commences. Where there is loss of control of an entity, the consolidated financial statement of performance includes the results for the part of the reporting period during which control existed.
Income Tax $(d)$
Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses is not carried forward as an asset unless the benefit is virtually certain of being realised.
Foreign Currency Translation fel
Transactions in foreign currencies of entities within the consolidated entity are converted to Australian currency at the rate of exchange ruling at the date of the transaction.
Amounts payable to and by the entities within the consolidated entity that are outstanding at the reporting date and are denominated in foreign currencies have been converted to Australian currency using rates of exchange ruling at the end of the financial year.
The assets, liabilities and equity of integrated foreign operations are translated using the temporal rate method. Any exchange difference arising through the use of the temporal method is taken directly to the statement of financial performance.
The assets, liabilities and equity of self-sustaining foreign operations are translated using the current rate method. Any exchange difference arising through the use of the current rate method is taken directly to the foreign currency translation reserve.
The exchange gains and losses arising on those foreign currency borrowings which are designated as hedges of self-sustaining controlled foreign entities are offset in the foreign currency translation reserve against the gains and losses arising on the translation of the net assets of those entities. These circumstances represent an effective natural hedge.
$(f)$ Inventories
All inventories are stated at the lower of cost and net realisable value. Cost includes direct material and labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.
Acquisitions of Assets (g)
The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is measured as the fair value of consideration given at the date of acquisition plus costs directly attributable to the acquisition.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Where the consideration for an acquisition is specifically hedged, exchange gains or losses on the hedging transaction arising up to the date of acquisition and costs relative to the hedging transaction are deferred and included in the cost of acquisition.
Provisions for restructuring costs and related employee termination benefits are recognised as at the date of acquisition of an entity on the basis described in the accounting policy notes $1(n)$ and $1(x)$ respectively.
Where goodwill arises it is brought to account on the basis described in Note 1(I).
Where an entity is acquired and the fair value of the identifiable net assets acquired, including any liability for restructuring costs, exceeds the cost of acquisition, the difference represents a discount on acquisition. The discount on acquisition is accounted for by reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated.
Continued
Summary of Significant Accounting Policies (Cont.) 1
Freehold Property, Plant and Equipment $(h)$
Freehold land and buildings are recorded at deemed cost which is not in excess of the recoverable amount. Provision for depreciation of buildings has been made.
The consolidated entity is of the opinion that land and buildings are indivisible and constitute one class of asset. Land and buildings are disclosed separately in Note 11 to provide supplementary information regarding the depreciation of buildings in accordance with AASB 1041 Revaluation of Non-Current Assets.
Plant and equipment is stated at cost less depreciation or amortisation which is not in excess of the recoverable amount. Capital work in progress is stated at cost.
Property, plant and equipment, except freehold land, are depreciated over their economic lives on a straight line basis as follows:
| Buildings | $5 - 30$ years |
|---|---|
| Plant and equipment | $3 - 15$ years |
| Leasehold improvements | $5 - 10$ vears |
Recoverable Amount A)
Non-current assets measured using the cost basis are not carried at an amount above their recoverable amount, and where carrying values exceed this recoverable amount assets are written down. In determining recoverable amount, the expected net cash flows have been discounted to their present value using a market determined, risk adjusted rate of 9.45%.
(i) Leasehold Improvements
The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement whichever is the shorter.
$(k)$ Leases
Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.
Operating leases
The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.
Finance leases
Leases which effectively transfer substantially all of the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment. A lease liability of equal value is also recognised.
Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.
Surplus lease space
The liability of surplus lease space is the net future payments for surplus lease space under non-cancellable operating leases discounted at rates implicit in the leases.
$(f)$ Goodwill
On acquisition of some or all of the assets of another entity, the identifiable net assets acquired are measured at their fair value. The excess of the fair value of the purchase consideration plus incidental expenses over the fair value of the identifiable net assets is brought to account as goodwill and is amortised on a straight line basis over the period of expected benefit which currently ranges from 10 to 20 years. The carrying value of goodwill is reviewed at each reporting date by the directors and written down where it is considered that the carrying amount exceeds the recoverable amount.
Research and Development, Patents and Intellectual Property $(m)$
Current expenditure on research and development and on patents is charged against profit from ordinary activities as incurred. Expenditure on equipment used in research and development activities is capitalised in property, plant and equipment and depreciated over its estimated useful life. Purchased intellectual property and other intangibles are carried at cost and amortised over the expected benefit, not exceeding 20 years. The carrying value of intellectual property and other intangibles is reviewed annually by the directors and written down where it is considered the carrying amount exceeds its recoverable amount.
Continued
1 Summary of Significant Accounting Policies (Cont.)
$(n)$ Provisions
Provisions are recognised when the consolidated entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.
Dividends
A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.
IBNR
The Incurred But Not Reported (IBNR) provision is determined on an actuarial basis as the present value of potential future payments, using statistics based on past experience and a judgemental assessment of relevant risk and probability factors. The liability covers claims incurred but not paid, incurred but not reported and the anticipated direct and indirect costs of settling those claims.
Restructuring
Liabilities for the cost of restructuring entities acquired are recognised as at the date of the acquisition of an entity, if the main features of the restructuring were planned and there was a demonstrable commitment to the restructuring at the acquisition date and this is supported by a detailed plan developed within three months of the acquisition or prior to the completion of the financial report, if eadier
Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.
The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs under the contract over the estimated cash flows to be received in relation to the contract, having regard to the risks of the activities relating to the contract. The net estimated cash flows are discounted using market yields at balance date on national government guaranteed bonds with terms to maturity and currency that match, as close as possible, the expected future payments, where the effect of discounting is material
Revenue Recognition ${o}$
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sales revenue
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of products external to the consolidated entity. Sales revenue is recognised when title to the goods has passed to the buyer.
Interest income
Interest income is recognised as it accrues.
Other revenue
Other revenue, including government grants, is recognised when the entitlement is confirmed.
Cash and Cash Equivalents $(p)$
Cash on hand and in banks and short-term deposits are stated at nominal value.
For the purpose of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions and investments in money market instruments, net of bank overdrafts.
Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues.
$(q)$ Goods and Services Tax and other foreign equivalents (GST)
Revenues, expenses and assets are recognised net of GST except where the amount of GST incurred is not recoverable. Receivables and payables are stated at the GST inclusive amount.
Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities that are recoverable are classified as operating cash flows.
Other Financial Assets $(r)$
Interests in non-controlled entities or non-associated corporations are included in investments at the lower of cost or the recoverable amount.
Receivables $(s)$
Trade debtors are initially recorded at the amount of the contracted sale proceeds. Provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered no longer probable.
Other debtors and other receivables are recognised and carried at the nominal amount due. They are non-interest bearing and have various repayment terms.
Continued
Summary of Significant Accounting Policies (Cont.) 1
$(t)$ Payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.
Trade and other creditors are non-interest bearing and have various repayment terms.
(u) Interest-Bearing Liabilities
Bank and other loans are carried on the statement of financial position at their principal amount. Interest is charged as an expense as it accrues
$(v)$ Derivative Financial Instruments
The consolidated entity enters into forward exchange contracts where it agrees to sell specified amounts of foreign currencies in the future at a predetermined exchange rate. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements.
Borrowing Costs (w)
Borrowing costs are expensed in the period in which they are incurred, except where they are included in the costs of qualifying assets, or ancillary costs associated with originating a loan. Any ancillary costs are amortised over the period of the loan.
Employee Benefits $(x)$
Provision is made for employee benefits accumulated as a result of employees rendering services up to reporting date. These benefits include wages and salaries, annual leave, long service leave and other post retirement benefits.
Employee benefits including on costs, expected to be settled within one year together with benefits arising from wages and salaries and annual leave which will be settled after one year, have been measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. Long service leave and other post retirement benefits, including on costs, payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Employee benefits expenses and revenues are charged against profits on a net basis in their respective categories.
Defined Benefit Superannuation Plans
Contributions to defined benefit superannuation plans maintained by the consolidated entity are expensed in the year they are paid or become payable. Provisions are made for plans that are in net deficit.
Termination Benefits arising as a consequence of acquisitions
Liabilities for termination benefits relating to an acquired entity that arise as a consequence of acquisitions are recognised as at the date of acquisition if the main features of the terminations were planned and a valid expectation had been raised in those employees affected that the terminations would be carried out and this is supported by a detailed plan developed within three months of the acquisition or prior to the completion of the financial report, if earlier. These liabilities are disclosed in aggregate with other restructuring costs as a consequence of the acquisition.
Equity-Based Compensation Schemes (v)
Certain employees are entitled to participate in equity-based compensation schemes. Loans are provided to assist in the purchase of shares and options. The details of the schemes are described in Note 28.
No remuneration expense is recognised in respect of issues made through the equity-based compensation schemes. Amounts outstanding on employee share loans are included in non current receivables.
Notes to and forming part of the Financial Statements
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| Notes | 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|
| Revenue from Ordinary Activities $\mathbf{2}$ |
|||||
| Sales revenue | 2,749,934 | 1,650,196 | 363,320 | 416,593 | |
| Other revenue Interest received/receivable |
|||||
| Other persons and/or corporations | 17,061 | 9.461 | 11,584 | 8.825 | |
| Controlled entities | 923 | 1,298 | |||
| Specified directors and executives | 143 | 79 | 143 | 79 | |
| Dividend revenue | |||||
| Controlled entities | 16,331 | 2,035 | |||
| Proceeds from sale of property, plant and equipment | 712 | 413 | 13 | 45 | |
| Net Proceeds from sale of business unit | 36 | 458,246 | 161,627 | 100.109 | |
| Rent | 940 | 389 | 940 | 389 | |
| Royalties | 20,016 | 9,393 | 306 | 180 | |
| Other | 5,858 | 4,153 | 3,231 | 3,246 | |
| Total other revenues | 502,976 | 185,515 | 33,471 | 116,206 | |
| Total revenue from ordinary activities | 3,252,910 | 1,835,711 | 396,791 | 532,799 | |
| Operating Profit Profit from ordinary activities before income tax includes the following |
|||||
| specific net gains and expenses: Net gains/(losses) (a) |
|||||
| Net gain/(loss) on disposal of property, plant and equipment | (1,994) | (2, 584) | (67) | (1,034) | |
| Net gain on the disposal of business unit | 36 | 279,698 | 102,346 | 75,189 | |
| Foreign exchange gains/(losses) | 1,074 | 3,386 | 980 | 9,106 | |
| Foreign currency translation gains/(losses) | (531) | (159) | |||
| Expenses (b) |
|||||
| Borrowing costs | |||||
| Interest paid/payable | |||||
| Other persons and/or corporations | 39,653 | 22,768 | 387 | 307 | |
| Other borrowing costs | 1,987 | 974 | |||
| Total borrowing costs | 41,640 | 23,742 | 387 | 307 | |
| Depreciation and amortisation of fixed assets | |||||
| Buildings depreciation | 11,875 | 9,104 | 3,836 | 3,953 | |
| Plant and equipment depreciation | 102,755 | 69,688 | 25,910 | 28,024 | |
| Leased property, plant and equipment amortisation | 3,907 | 208 | |||
| Leasehold improvements amortisation | 798 | 2,004 | $\blacksquare$ | ||
| Total depreciation and amortisation of fixed assets | 119,335 | 81,004 | 29,746 | 31,977 | |
| Amortisation of intangibles Intellectual Property (i) |
5,802 | 2,949 | |||
| Goodwill (i) | 45,564 | 46,042 | |||
| Total amortisation of intangibles | 51,366 | 48,991 | |||
| $\left( i\right)$ The functional expense classification of Other Expenses includes goodwill and intellectual property amortisation. |
|||||
| Other charges against assets | |||||
| Doubtful debts | 2,528 | 814 | (3) | 7 | |
| Writedown of inventory to net realisable value | 26,148 | 20,156 | 981 | 3,855 | |
| Rental expenses relating to operating leases | 41,039 | 36,975 | 1,433 | 2,610 | |
| Superannuation contributions - defined benefit fund | 11,879 | 24,036 | 2,336 | 3,645 |
Notes to and forming part of the Financial Statements
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| 4 | Income Tax | ||||
| The income tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows: |
|||||
| Profit from ordinary activities before income tax expense | 641.940 | 254,629 | 69,246 | 156,893 | |
| Income tax calculated at 30% | 192,582 | 76,389 | 20,774 | 47.068 | |
| Tax effect of permanent differences | |||||
| Non-deductible depreciation and amortisation | 12,090 | 3,520 | 279 | 296 | |
| Research and development | (2,404) | (2,308) | (2,404) | (2,308) | |
| Equity Raising costs | (879) | (879) | (879) | (879) | |
| Non-assessable capital gain | (54, 831) | (5,684) | (5,684) | ||
| Restructuring costs relating to acquisition of controlled entity | (20, 830) | (36, 032) | |||
| Exempt dividends received | (4,899) | (610) | |||
| Inventory cost base differences | (72, 908) | (35, 302) | |||
| Sundry items | (4,503) | (1,590) | (1,583) | (1,436) | |
| Unrecognised deferred tax assets | 22,185 | 15,041 | |||
| Effects of different rates of tax on overseas income | 16,991 | 20,785 | 106 | ||
| Under/(Over) provision in prior year Income tax expense attributable to profit from ordinary activities |
7,929 95,422 |
1,064 35,004 |
(2,801) 8,487 |
36,553 | |
| 5 Current Assets - Cash assets | |||||
| Cash at bank and on hand | 258,528 | 112.478 | 12.700 | ||
| Cash deposits | 465,314 | 2.418 | 461,769 | ||
| 723,842 | 114,896 | 461,769 | 12.700 | ||
| 6. | Current Assets - Receivables | ||||
| Trade debtors | 502,325 | 495,909 | 29,673 | 33,520 | |
| Less: provision for doubtful debts | 4,170 | 1,642 | 497 | 500 | |
| 498,155 | 494.267 | 29,176 | 33,020 | ||
| Sundry debtors | 38,828 | 37,929 | 15,089 | 10,245 | |
| Receivable - wholly owned controlled entities | 532,196 | 24,599 | |||
| 536,983 | 68.864 | 43,265 | |||
| 7. | Current Assets - Inventories | ||||
| Raw materials and stores - at cost | 196,939 | 326,340 | 11,922 | 12,508 | |
| Less: provision for diminution in value | 3,515 | 3,851 | 159 | 424 | |
| Raw materials and stores - net | 193,424 | 322,489 | 11,763 | 12,084 | |
| Work in progress - at cost Less: provision for diminution in value |
539,361 | 565,306 | 18,673 902 |
13,955 309. |
|
| Work in progress - net | 33,780 505,581 |
16,924 548,382 |
17,771 | 13,646 | |
| Finished goods - at cost | 265,896 | 490,397 | 31,355 | 41,202 | |
| Less: provision for diminution in value | 18,318 | 8,690 | 1,438 | 785. | |
| Finished goods - net | 247,578 | 481,707 | 29,917 | 40,417 | |
| 946,583 | 1,352,578 | 59,451 | 66,147 |
Notes to and forming part of the Financial Statements
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
||
| 8 | Current Assets - Other | ||||
| Prepayments | 22,244 | 31,860 | 2,419 | 3,894 | |
| 9 | Non-Current Assets - Receivables | ||||
| Related bodies corporate | |||||
| Wholly owned controlled entities | 5,148 | 294,909 | |||
| Partly owned controlled entities | 3,939 | 3,939 | |||
| Loans to specified directors | 941 | 1,882 | 941 | 1,882 | |
| Loans to specified executives | 5,041 | 1,930 | 5,449 | 1,930 | |
| Loans to other employees | 5,032 | 2,677 | 4,564 | 2,449 | |
| 11,014 | 6,489 | 20,041 | 305,109 | ||
| 10 | Non-Current Assets – Other financial assets | ||||
| Investments in non-controlled entities at cost | 4,698 | 4,421 | 4,698 | 4.421 | |
| Less: provision for diminution in value of investments | 1,000 | 1,000 | |||
| 4,698 | 3,421 | 4,698 | 3,421 | ||
| Managed Financial Assets | 11,868 | 4,802 | |||
| Long Term Deposits | 3,012 | ||||
| Shares in controlled entities (refer Note 33) | 19,578 | 8,223 | 1,228,207 1,232,905 |
1,200,637 1,204,058 |
|
| 11 | Non-Current Assets - Property, Plant and Equipment Land at cost |
||||
| Opening balance | 27,090 | 27,101 | 25,029 | 25,029 | |
| Additions | 809 | ||||
| Disposals | (1,607) | (644) | |||
| Additions through acquisition of controlled entities | 654 | ||||
| Currency translation differences | (195) | (21) | |||
| Closing balance | 26,097 | 27,090 | 25,029 | 25,029 | |
| Buildings at cost | |||||
| Opening balance | 206,448 | 188,802 | 71,215 | 70,973 | |
| Additions | - | 193 | |||
| Disposals | (5, 159) | (12, 424) | |||
| Additions through acquisition of controlled entities | 23,978 | ||||
| Transferred from capital work in progress | 12,695 | 2,160 | 9,948 | 242 | |
| Currency translation differences | (17, 331) | 3,739 | |||
| Closing balance | 196,653 | 206,448 | 81,163 | 71,215 | |
| Accumulated depreciation | |||||
| Opening balance | 33,241 | 24,825 | 18,664 | 14,711 | |
| Depreciation for the year | 11,875 | 9,104 | 3,836 | 3,953 | |
| Disposals | (1,221) | (1,280) | |||
| Currency translation differences | (4,856) | 592 | |||
| Closing balance | 39,039 | 33,241 | 22,500 | 18,664 | |
| Net book value | 157,614 | 173,207 | 58,663 | 52,551 | |
| Net book value of land and buildings | 183,711 | 200,297 | 83,692 | 77,580 |
Notes to and forming part of the Financial Statements
| Consolidated Entity | Parent Entity | |||
|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|
| Non-Current Assets - Property, Plant and Equipment (cont.) | ||||
| Leasehold improvements at cost | ||||
| Opening balance | 11,687 | 11,117 | 168 | 168 |
| Additions | 5,221 | 237 | ||
| Disposals | (13, 234) | (543) | ||
| Additions through acquisition of controlled entities | ||||
| Transferred from capital in progress | 952 | 1,358 | ||
| Currency translation differences | (418) | (482) | ||
| Closing balance | 4,208 | 11.687 | 168 | 168 |
| Accumulated amortisation | ||||
| Opening balance | 5,575 | 3,798 | 168 | 168 |
| Amortisation for the year | 798 | 2,004 | ||
| Disposals | (3,473) | (186) | ||
| Currency translation differences | (618) | (41) | ||
| Closing balance | 2,282 | 5,575 | 168 | 168 |
| Net book value of leasehold improvements | 1,926 | 6,112 | $\blacksquare$ | |
| Plant and equipment at cost | ||||
| Opening balance | 909,382 | 666,608 | 431,207 | 453,003 |
| Additions | 29,431 | 9,111 | ||
| Disposals | (57, 175) | (72, 579) | (1,270) | (30, 224) |
| Additions through acquisition of controlled entities | 241,486 | |||
| Transferred from capital work in progress | 82,424 | 42,380 | 56,296 | 8,428 |
| Currency translation differences | (79, 725) | 22,376 | ||
| Closing balance | 884,337 | 909,382 | 486,233 | 431,207 |
| Accumulated depreciation | ||||
| Opening balance | 381,776 | 364,055 | 297,008 | 294,761 |
| Depreciation for the year | 102,755 | 69,688 | 25,910 | 28,024 |
| Disposals | (27, 670) | (53, 374) | (1, 190) | (25, 777) |
| Currency translation differences | (44, 291) | 1,407 | ٠ | |
| Closing balance | 412,570 | 381,776 | 321,728 | 297,008 |
| Net book value of plant and equipment | 471,767 | 527,606 | 164,505 | 134,199 |
| Leased property, plant and equipment at cost | ||||
| Opening balance | 33,046 | |||
| Additions | 4,741 | |||
| Disposals | (731) | |||
| Additions through acquisition of controlled entities | 30,645 | |||
| Currency translation differences | (3, 439) | 2,401 | ||
| Closing balance | 33,617 | 33,046 | ||
| Accumulated amortisation | ||||
| Opening balance | 214 | |||
| Amortisation for the year | 3,907 | 208 | ||
| Currency translation differences | (380) | 6 | ||
| Closing balance | 3,741 | 214 32,832 |
$\blacksquare$ | |
| Net book value of leased property, plant and equipment Capital work in progress |
29,876 | $\blacksquare$ | $\blacksquare$ | |
| Opening balance | 120,170 | 36,606 | 47,420 | 24,479 |
| Additions | 64,813 | 70,050 | 32,029 | 31,611 |
| Additions through acquisition of controlled entities | 53,675 | |||
| Transferred to buildings at cost | (12, 695) | (2, 160) | (9,948) | (242) |
| Transferred to plant and equipment at cost | (82, 424) | (42, 380) | (56, 296) | (8, 428) |
| Transferred to leasehold improvements at cost | (952) | (1, 358) | ||
| Currency translation differences | (7,049) | 5,737 | ||
| Closing balance | 81,863 | 120,170 | 13,205 | 47,420 |
| Total net book value of property, plant and equipment | 769,143 | 887,017 | 261,402 | 259,199 |
Notes to and forming part of the Financial Statements
Continued
Non-Current Assets - Property, Plant and Equipment (cont.) $11$
Valuation of land and buildings
Land and buildings are valued every three years.
The most recent valuation of land and buildings was at 30 June 2005. The valuation of these land and buildings was on their fair market value based on existing use and showed an excess of \$133,776,000 above their book value of \$160,539,000. This independent valuation was carried out by Mr PR Dickinson, AAPI AREI, of CB Richard Ellis (V) Pty Ltd and was performed on all the groups properties with the exception of those acquired with the Aventis Behring acquisition in the prior year.
The land and buildings acquired through the Aventis Behring acquisition in the prior year were written down to their fair value at the date of the acquisition.
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| 12 | Non-Current Assets - Deferred tax assets | ||||
| Future income tax benefit | 97.414 | 77.644 | 10.400 | 9.825 |
All future income tax benefits are attributable to timing differences. At 30 June 2005, the consolidated entity has unrecognised deferred tax assets in respect of tax losses carried forward of \$62.1 million. (2004: \$47.2 million).
This benefit for tax losses will only be obtained if:
- the consolidated entity derives future assessable income of a nature and an amount sufficient to enable the benefit from $(i)$ the deductions for the losses to be realised, and
- the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and $(ii)$
- no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the $(iii)$ losses
13 Non-Current Assets - Intangibles
| Goodwill at cost (i) | 849,163 | 963.407 | $\blacksquare$ | $\mathbf{r}$ |
|---|---|---|---|---|
| Less: accumulated amortisation | 198.864 | 178.027 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| 650.299 | 785.380 | $\overline{\phantom{0}}$ | $\sim$ | |
| Intellectual property | 84,411 | 60,277 | $\blacksquare$ | $\mathbf{r}$ |
| Less: accumulated amortisation | 10.567 | 5,787 | $\overline{\phantom{0}}$ | $\cdot$ |
| 73.844 | 54,490 | $\overline{\phantom{0}}$ | ||
| Other intangibles | 20.000 | 20.000 | 20.000 | 20,000 |
| 744.143 | 859,870 | 20,000 | 20,000 |
The foreign currency translation differences arising from the translation of self-sustaining foreign operation has decreased $(i)$ goodwill at cost by \$100.8 million this financial year (2004: increased by \$16.0 million).
$14$ Non-Current Assets - Other
| Deferred borrowing costs | 3,352 | 4,610 | |||
|---|---|---|---|---|---|
| 15 | Current Liabilities - Payables | ||||
| Trade creditors | 146,846 | 232,413 | 31,356 | 26,236 | |
| Accruals and other creditors | 251,709 | 191.861 | 23.441 | 27.669 | |
| Swap payable | 34,228 | ||||
| Payable - wholly owned controlled entities | ٠ | 489,139 | |||
| 398,555 | 458,502 | 543,936 | 53,905 | ||
| 16 | Current Liabilities - Interest bearing liabilities | ||||
| Bank overdrafts - Unsecured | 4,091 | 4,553 | |||
| Bank loans - Unsecured (refer Note 20(a)) | 1,011 | 1,363 | |||
| Deferred cash settlement for intangibles acquired - Unsecured $(\text{refer } 20(e))$ |
8,283 | ||||
| Lease liability - Secured (refer Note 20(f)) | 1,756 | 2,028 | |||
| Surplus lease space - Unsecured (refer Note 20(q)) | 6,720 | 5,353 | |||
| 21,861 | 13,297 | ||||
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| 17 | Current Liabilities - Tax liabilities | ||||
| Income tax | 37,130 | 26,903 | $\blacksquare$ | 21,960 | |
| 18 | Current Liabilities - Provisions | ||||
| Employee benefits (refer Note 28) | 47,198 | 61,520 | 16,717 | 14.593 | |
| Restructuring (i) | 23,319 | 115,879 | |||
| Onerous contracts (ii) | 2,467 | 17.420 | |||
| Other (iii) | 2,187 | 4.587 | 1,131 | 1,250 | |
| 75,171 | 199.406 | 17,848 | 15,843 |
Restructuring
This provision is for restructuring in relation to and as a result of the prior acquisitions.
Onerous contracts
The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs under certain contracts over the estimated cash flows to be received in relation to the contracts, having regard to the risks of the activities relating to the contracts. The net estimated cash flows are discounted using market yields at balance date on national government guaranteed bonds with terms to maturity and currency that match, as close as possible, the expected future payments, where the effect of discounting is material.
Movements
19
| $\langle$ i) | Restructuring | ||||
|---|---|---|---|---|---|
| Carrying amount at the beginning of the financial year | 115,879 | 9,305 | |||
| Provision made on acquisition (refer Note 35) | 115,360 | ||||
| Additional provision | 5.014 | 9.270 | |||
| Payments made | (89, 364) | (25.752) | |||
| Currency translation differences | (8,210) | 7,696 | |||
| Carrying amount at the end of the financial year | 23,319 | 115,879 | ۰ | ||
| (ii) | Onerous contracts | ||||
| Carrying amount at the beginning of the financial year | 17,420 | ||||
| Payments made | (13, 371) | ||||
| Provision acquired | 15,970 | ||||
| Currency translation differences | (1,582) | 1.450 | |||
| Carrying amount at the end of the financial year | 2,467 | 17,420 | |||
| (iii) | Other | ||||
| Carrying amount at the beginning of the financial year | 4.587 | 340 | 1.250 | 456 | |
| Additional provision | 2,053 | 3.472 | 1,277 | 2.292 | |
| Provision acquired | 3.487 | ||||
| Payments made | (4,089) | (2,712) | (1,396) | (1,498) | |
| Currency translation differences | (364) | ||||
| Carrying amount at the end of the financial year | 2,187 | 4,587 | 1,131 | 1,250 | |
| Non-Current Liabilities - Payables | |||||
| Other creditors | 3,314 | ||||
| Payable - wholly owned controlled entities | 29,604 |
L
3,314
l,
29,604
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| 20 | Non-Current Liabilities - Interest bearing liabilities | ||||
| Bank loans - Unsecured (a) | 458,276 | 236,172 | |||
| Vendor Ioans - Unsecured (b) | 25.776 | ||||
| Senior Unsecured Notes - Unsecured (c) | 327,225 | 362,371 | |||
| Deferred cash settlement for subsidiary acquired - Unsecured (d) | 150.950 | 158.146 | |||
| Deferred cash settlement for intangibles acquired - Unsecured (e) | 24,255 | 16.245 | |||
| Lease liability - Secured (f) | 38.485 | 43.174 | |||
| Surplus lease space - Unsecured (q) | 3.844 | 9.149 | |||
| 1,003,035 | 851,033 |
The group has a global multi-currency facility of \$A650 million. During the year, a 100 million Euro and 7.5 billion Yen $(a)$ were drawn down and a repayment of 22.5 million CHF also made. The facility expires in March 2007 and March 2009. Interest is payable semi-annually in arrears at a variable rate.
A Swiss franc vendor loan was provided by Rotkreuzstiftung Zentrallaboratorium Blutspendedienst SRK as a deferred $(b)$ settlement of 22.5% of the purchase price for the assets of Rotkreuzstiftung Zentrallaboratorium. The loan balance was repaid on 30 June 2005.
Interest was fixed at 4.75% for the term of the loan.
- Represents USD250 million of Senior Unsecured Notes placed into the US Private Placement market. The Notes mature $(c)$ in December 2012 with interest fixed at 5.30% and 5.90%. Repayments are made biannually from December 2006 to December 2012
- At reporting date, the company had a deferred cash settlement representing the present value of the remaining $(d)$ consideration payable for the acquisition of Aventis Behring, discounted at the prevailing commercial borrowing rate and payable in tranches as follows:-
| Payment (USD) | Payment Date | Discount Rate |
|---|---|---|
| 30 million | 1 July 2006 | 3.79% |
| 30 million | 31 December 2006 | 4.29% |
| 65 million | 31 December 2007 | 4.66% |
- The company has deferred cash settlements for consideration payable on the acquisition of intangibles, discounted at the $(e)$ incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%).
- (f) Finance leases have an average lease term of 18 years. The average discount rate implicit in the lease is 6.37%.
- The liability of surplus lease space is the net future payments for surplus lease space under non-cancellable operating $\left( q\right)$ leases discounted at rates implicit in the leases. Refer to Note 31.
Refer to Note 34 for details on the total facilities available and drawn down.
21 Non-Current Liabilities - Deferred tax liabilities
| Provision for deferred income tax | 106.814 | 80.577 | 33.968 | 12.699 | |
|---|---|---|---|---|---|
| 22 | Non-Current Liabilities - Provisions | ||||
| Claims provision including IBNR (i) | 5.745 | 11.161 | 5.745 | 11.161 | |
| Employee benefits (refer Note 28) | 138,690 | 140.801 | 10.646 | 9.551 | |
| Onerous contracts (ii) | 12.783 | 16.347 | ۰ | ||
| 157.218 | 168.309 | 16,391 | 20.712 |
Claims provision including IBNR $\left( i\right)$
The Australian Government has indemnified CSL Limited for certain existing and potential claims made for personal injury and damage suffered through use of certain products manufactured by CSL Limited under government ownership. The indemnity covers AIDS and hepatitis related claims for blood products derived from Australian blood. The indemnity also covers CJD claims for human pituitary hormones (manufacture of which ceased in 1985) and claims for pertussis vaccines manufactured prior to June 1994.
$(ii)$ Onerous contracts
Refer to Note 18 for description of provision.
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
||
| Non-Current Liabilities - Provisions (cont.) | |||||
| Movements | |||||
| $\langle$ i) | Claims provision including IBNR | ||||
| Carrying amount at the beginning of the financial year | 11,161 | 15,853 | 11,161 | 15,853 | |
| Additional provision | 308 | 308 | |||
| Provisions utilised | (5, 416) | (5,000) | (5, 416) | (5,000) | |
| Carrying amount at the end of the financial year | 5,745 | 11,161 | 5,745 | 11,161 | |
| (ii) | Onerous contracts | ||||
| Carrying amount at the beginning of the financial year | 16,347 | ||||
| Provision acquired | 14,987 | ||||
| Payment made | (1,311) | ||||
| Currency translation differences | (2, 253) | 1,360 | ٠ | ||
| Carrying amount at the end of the financial year | 12,783 | 16,347 | $\blacksquare$ |
23 Contributed Equity
| Ordinary shares fully paid | $A - A$ 3.034 |
$-41$ -6 .502 |
.223.034 | - 41 س 502 |
|---|---|---|---|---|
| 2005 | 2004 | |||
|---|---|---|---|---|
| Number of shares |
\$000 | Number of shares |
\$000 | |
| Movements in shares on issue: | ||||
| Opening balance | 196,448,377 | 1,502,417 | 159,938,660 | 936,430 |
| Shares issued on equity placement (a) | $\blacksquare$ | 27,905,594 | 438,118 | |
| Shares issued to shareholders through participation in Share Purchase Plan (b) |
$\blacksquare$ | 7.041.824 | 110.556 | |
| Shares issued to employees through participation in SESOP II (d) |
985,210 | 15.628 | 222.740 | 2.825 |
| Shares issued to shareholders though participation in Dividend Reinvestment Plan (e) |
770,457 | 21,442 | 1,229,417 | 23,197 |
| Shares issued to employees through participation in GESP (f) | 68,326 | 1,342 | 110.142 | 1.417 |
| Share issue placement costs (a) and (b) | $\mathbf{r}$ | (10, 126) | ||
| Share buy back, net of cost (c) | (10,000,000) | (317,795) | ||
| Balance at 30 June | 188,272,370 | 1,223,034 | 196,448,377 | 1,502,417 |
(a) On 10 December 2003 the parent entity issued 27,905,594 fully paid shares at \$15.70 per share for the purpose of enabling the consolidated entity to acquire Aventis Behring. Costs associated with the equity raising have been applied against contributed equity.
(b) On 26 February 2004 the parent entity issued 7,041,824 fully paid shares at \$15.70 per share for the purpose of enabling the consolidated entity to acquire Aventis Behring. Costs associated with the equity raising have been applied against contributed equity.
(c) During March, April and May 2005, The Company purchased 10,000,000 ordinary shares on market as part of its ongoing capital management program. Of these 8,871,306 were cancelled prior to year end and 1,128,694 were cancelled after 30 June 2005. The buyback was approved by the Board on 22 February 2005. The shares were acquired at an average price of \$31.76 per share, with prices ranging from \$28.57 to \$35.05. There is also an on market buy-back taking subsequent to year end.
Notes to and forming part of the Financial Statements
Continued
$\overline{a}$ $\overline{a}$
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
||
| Contributed Equity (cont.) | |||||
| (d) | Options exercised under SESOP II as disclosed at Note 28 during the year were as follows: |
||||
| - 100,000 issued at \$8.93 | 893 | 893 | |||
| - 58,310 issued at \$10.82 | 631 | 631 | |||
| - 31,000 issued at \$11.45 | 355 | 355. | |||
| - 179,000 issued at \$12.19 | 1,398 | 784 | 1,398 | 784 | |
| - 519,920 issued at \$13.23 | 5,192 | 1,686 | 5,192 | 1,686 | |
| - 68,000 issued at \$20.84 | 1,417 | $\overline{\phantom{a}}$ | 1,417 | ||
| - 48,000 issued at \$21.01 | 1,008 | $\blacksquare$ | 1,008 | ||
| - 160,000 issued at \$23.07 | 3,691 | 3.691 | |||
| - 15,000 issued at \$27.97 | 420 | 420 | |||
| - 28,720 issued at \$34.04 | 978 | 978 | |||
| 15,628 | 2.825 | 15.628 | 2.825 | ||
| (e) | Shares issued to shareholders under the Dividend Reinvestment Plan were as follows: |
||||
| - 770,457 issued at \$27.83 on 14 October 2004 | 21,442 | 21,442 | |||
| - 482,802 issued at \$22.30 on 27 April 2004 | 10,766 | 10,766 | |||
| - 746,615 issued at \$16.65 on 17 October 2003 | 12,431 | 12,431 | |||
| 21,442 | 23,197 | 21,442 | 23,197 | ||
| (f) | Shares issued to employees under Global Employee Share Plan (GESP) as disclosed in Note 28 were as follows: |
||||
| - 35,895 issued at \$22.09 on 9 March 2005 | 793 | 793 | |||
| - 32,431 issued at \$16.92 on 13 September 2004 | 549 | 549 | |||
| - 44,721 issued at \$14.32 on 16 March 2004 | 640 | 640 | |||
| - 65,421 issued at \$11.87 on 9 September 2003 | 777 | 777 | |||
| 1.342 | 1,417 | 1,342 | 1.417 |
Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| Reserves | |||||
| Composition | |||||
| Asset revaluation reserve | 22,837 | 22,837 | 22.824 | 22.824 | |
| Foreign currency translation reserve | (84,928) | 54,536 | |||
| (62, 091) | 77,373 | 22.824 | 22,824 | ||
| Foreign currency translation reserve movement | |||||
| Opening balance | 54.536 | (5.941) | |||
| Net exchange differences on translation of foreign controlled entities, net of hedge |
(181, 715) | 64.435 | |||
| Transfer to retained profits on sale of business unit | 42,251 | (3.958) | |||
| Closing balance | (84,928) | 54,536 |
Nature and purpose of reserves
The Asset Revaluation Reserve is used to record increments and decrements in the value of non-current assets. The reserve can only be used to pay dividends in limited circumstances. All land and buildings previously revalu deemed cost.
The Foreign Currency Translation Reserve is used to record exchange differences arising from the translation of the
financial statements of self-sustaining operations and exchange gains and losses arising on those foreign borrowings which are designated as hedges of self-sustaining controlled foreign entities.
| Retained Profits and Dividends | ||||
|---|---|---|---|---|
| Retained profits at the beginning of the financial year | 494,252 | 329,372 | 273,837 | 212,200 |
| Transfer from foreign currency translation reserve on sale of | ||||
| husiness unit. | (42, 251) | 3.958 | ||
| Dividends provided for or paid | (84, 950) | (58, 703) | (84,950) | (58, 703) |
| Net profit attributable to CSL Limited | 546,518 | 219,625 | 60.759 | 120,340 |
| Retained profits at the end of the financial year | 913,569 | 494.252 | 249.646 | 273,837 |
| Final ordinary dividend of 26 cents per share fully franked paid on 8 October 2004 (2004: 22 cents per share fully franked) |
51,249 | 35,204 | 51.249 | 35,204 |
| Interim ordinary dividend of 17 cents per share fully franked paid on | ||||
| 15 April 2005 (2004: 12 cents per share fully franked) | 33,701 | 23,499 | 33,701 | 23,499 |
| 84,950 | 58.703 | 84.950 | 58,703 | |
| Dividends not recognised at year end In addition to the above dividends, since year end the directors have recommended the payment of a final dividend of 30 cents per share fully franked (2004: 26 cents per share fully franked) and a special dividend of 10 cents per share franked to 1.78 cents per share (2004: Nil). The aggregate amount of the proposed dividend, based on the number of shares on issue at the date of this report, is expected to be paid on 10 October 2005 out of retained profits at 30 June 2005, but not recognised as a liability Franking credit balance |
73,538 | 51,077 | 73,538 | 51,077 |
| The amount of retained profits and reserves that could be distributed as fully franked dividends from franking credits that exist or will arise after payment of income tax in the next year, excluding debits attaching to the final dividend not recognised at year end. |
||||
| Class $C -$ franked to $30\%$ |
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
||
| 26 | Equity | ||||
| Total equity at the beginning of the financial year | 2,074.042 | 1.282.698 | 1,799,078 | 1.171.454 | |
| Total changes in equity recognised in the statement of financial performance |
364.803 | 273.934 | 60.759 | 110,214 | |
| Transactions with owners as owners | |||||
| Contributed equity | (279, 383) | 576,113 | (279, 383) | 576,113 | |
| Dividends | (84, 950) | (58, 703) | (84,950) | (58,703) | |
| Total equity at 30 June | 2,074.512 | 2.074.042 | 1.495.504 | 1,799,078 |
27 Related Parties Disclosures
Ultimate Controlling Entity
The ultimate controlling entity is CSL Limited.
Transactions with Related Parties in the wholly owned controlled group
The parent entity entered into the following transactions during the year with related parties in the consolidated entity:
- . Loans were advanced and repayments received on the long term intercompany accounts;
- . Interest was charged on outstanding intercompany loan account balances;
- · Sales and purchases of products;
- · Licensing of intellectual property;
- · Provision of marketing services by controlled entities; and
- · Management fees were received from a controlled entity.
The sales, purchases and other services were undertaken on commercial terms and conditions.
Payment for intercompany transactions is through the intercompany loan accounts which may be subject to extended payment terms.
Amounts payable to and receivable from parties in the wholly owned controlled entities are set out in the notes to the financial statements.
Ownership interests:
The ownership interests in related parties in the consolidated entity are disclosed in Note 33. All transactions with controlled entities have been eliminated on consolidation.
Transactions with Other Related Parties
During the year, the parent entity did not enter into any transactions with other related parties. Amounts payable to and receivable from other related parties are set out in the notes to the financial statements.
Notes to and forming part of the Financial Statements
Continued
27 Related Parties Disclosures (cont.)
Directors and Executive Disclosures
The company has applied the exemption under Corporations Amendments Regulation 2005 which exempts listed companies from providing remuneration disclosures in relation to their specified directors and specified executives in their annual financial reports by Accounting Standard AASB1046 'Director and Executive Disclosures by Disclosing Entities'. These remuneration disclosures together with other disclosures in relation to AASB 1046 are provided in the Directors' Report designated as audited. The other disclosures required by AASB1046 that are included in the Directors' Report but are not exempted from being included in the Financial Report under Corporations Amendments Regulation 2005 are duplicated below.
Director and Specified Executives Options and Rights Holdings
Performance Rights
| Terms and Conditions for Performance Rights grants during 2005 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at 1 July 2004 |
Number Granted |
Balance at 30 June 2005 |
Number Lapsed |
Grant Date |
Value per Right at Grant Date |
First Exercise Date |
Last Exercise Date |
|
| Executive Directors | ||||||||
| B A McNamee | 70,000 | ۰ | 70,000 | |||||
| A M Cipa | 40.000 | ۰ | 40,000 | ٠ | ||||
| Specified Executives | ||||||||
| P Turner | 24,800 | 24,800 | ||||||
| C Armit | 8,400 | 6,000 | 14,400 | - 25-Aug-04 | \$20.69 | 30-Sep-07 | 25-Aug-11 | |
| P Bordonaro | 20,800 | ۰ | 20,800 | $\cdot$ | ||||
| A Cuthbertson | 11,100 | ۰ | 11,100 | |||||
| P Turvey | 17,100 | ۰ | 17.100 | ٠ | ||||
| K Milroy | 5,800 | 5,800 | ٠ | |||||
| T Giarla | $\,$ | 6,000 | 6,000 | 25-Aug-04 | \$20.69 | 30-Sep-07 | 25-Aug-11 | |
| A Martinez | 7,000 | ۰ | 7,000 | |||||
| M Sontrop | 6,100 | ۰ | 6.100 | $\cdot$ | ||||
| H Strenger | 2,800 | $\mathbf{r}$ | 2,800 | $\mathbf{r}$ | ||||
| Total | 213,900 | 12,000 | 225,900 |
SESOP and SESOP II Options
| Balance at 1 July 2004 |
Number Granted |
Number Exercised |
Number Lapsed |
Balance at 30 June 2005 |
Number Vested |
|
|---|---|---|---|---|---|---|
| Executive Directors | ||||||
| B A McNamee | 100.000 | 100,000 | ||||
| A M Cipa | 100,954 | 25,954 | 75,000 | 60,000 | ||
| Specified Executives | ||||||
| P Turner | 185,192 | 10,192 | 175,000 | 80,000 | ||
| C Armit | 250,000 | 160,000 | 90,000 | |||
| P Bordonaro | 101,000 | 26,000 | 75,000 | 60,000 | ||
| A Cuthbertson | 135,000 | 48.000 | 87.000 | |||
| P Turvey | 125.924 | 25.924 | 100,000 | 40,000 | ||
| K Milroy | 84.000 | 14.000 | 70.000 | 21,000 | ||
| T Giarla | 139,500 | 36,000 | 103,500 | 72,000 | ||
| M Sontrop | 91,000 | 33,000 | 58,000 | 19.800 | ||
| Total | 1,312,570 | 479,070 | 833,500 | 352,800 |
Notes to and forming part of the Financial Statements
Continued
27 Related Parties Disclosures (cont.)
Directors and Executive Disclosures(cont.)
Director and Specified Executives Shares on Exercise of Options and Rights
| Date Option Granted |
Number of shares Paid \$ per share | Unpaid \$ per share |
||
|---|---|---|---|---|
| Executive Directors | ||||
| B A McNamee | November 1997 | 100.000 | 8.93 | |
| A M Cipa | July 1998 | 5,954 | 10.82 | |
| July 1999 | 20,000 | 13.23 | ||
| Specified Executives | ||||
| P Turner | July 1998 | 10,192 | 10.82 | |
| C Armit | February 2000 | 160,000 | 23.07 | |
| P Bordonaro | July 1998 | 6,000 | 10.82 | |
| July 1999 | 20,000 | 13.23 | ||
| A Cuthbertson | February 2000 | 48,000 | 21.01 | |
| P Turvey | July 1998 | 5.924 | 10.82 | |
| July 1999 | 20,000 | 13.23 | $\overline{\phantom{a}}$ | |
| K Milroy | July 1999 | 14,000 | 13.23 | $\blacksquare$ |
| T Giarla | July 1999 | 36,000 | 13.23 | $\overline{\phantom{a}}$ |
| M Sontrop | July 1999 | 33,000 | 13.23 | ÷ |
| Total | 479,070 |
For all of the Options granted, the time-related vesting criteria was 60% of the allocation after 3 years from grant date, 20% after 4 years from grant and the balance of 20% after 5 years from grant date.
Director and Specified Executives Shareholding
| Balance at 1 July 2004 |
Options Exercised during year |
Other changes during year |
Balance at 30 June 2005 |
Balance as of date of this Report |
|
|---|---|---|---|---|---|
| Directors | |||||
| B A McNamee | 770,651 | 100,000 | (527, 140) | 343,511 | 343,511 |
| A M Cipa | 8.468 | 25.954 | (25.875) | 8,547 | 8,547 |
| P H Wade | 28,490 | 2,420 | 30,910 | 31,267 | |
| J Akehurst | 2,500 | 3,813 | 6,313 | 6,470 | |
| E A Alexander | 5,215 | 1,301 | 6,516 | 6,673 | |
| I A Renard | 5,342 | 1.031 | 6.373 | 6,530 | |
| M A Renshaw | 659 | 659 | 816 | ||
| K J Roberts | 4,872 | 966 | 5,838 | 5,995 | |
| A C Webster | 7,876 | 966 | 8,842 | 8,999 | |
| Specified Executives | |||||
| P Turner | 2,050 | 10,192 | 12,242 | 12,242 | |
| C Armit | 724 | 160,000 | (49, 814) | 110,910 | 110,910 |
| P Bordonaro | 36,760 | 26,000 | (36,000) | 26,760 | 26,760 |
| A Cuthbertson | 30,379 | 48.000 | (30,000) | 48,379 | 48,379 |
| P Turvey | 30,734 | 25,924 | (9,687) | 46,971 | 46,971 |
| K Milroy | 31,304 | 14,000 | (8,701) | 36,603 | 36,603 |
| T Giarla | 40,500 | 36,000 | (76, 500) | ||
| A Martinez | 121 | 121 | 121 | ||
| M Sontrop | 1,559 | 33,000 | (32, 704) | 1,855 | 1,855 |
| H Strenger | |||||
| Total | 1.007.424 | 479,070 | (785, 144) | 701,350 | 702.649 |
Notes to and forming part of the Financial Statements
Continued
27 Related Parties Disclosures (cont.)
Directors and Executive Disclosures (cont.)
Loans to Directors and Specified Executives
Details of the aggregate of loans to Directors and Specified Executives are as shown:
| Opening Balance |
Interest Charged |
Interest not charged |
Closing Balance |
Number in group 30 June 2005 |
||
|---|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | |||
| Directors | 2005 | 1,882 | 71 | 71 | 941 | $\overline{2}$ |
| 2004 | 1,893 | 51 | 133 | 1,882 | $\overline{2}$ | |
| Specified executives | 2005 | 1,930 | 72 | 218 | 5,041 | 10 |
| 2004 | 1.587 | 28 | 137 | 1,930 | 6 | |
| Total Directors and | 2005 | 3,812 | 143 | 289 | 5,982 | 12 |
| Specifed Executives | 2004 | 3.480 | 79 | 270 | 3,812 | 8 |
Details of individuals with loans above \$100,000 in the reporting period are as follows:
| July 2004 | Balance at 1 Interest Charged | Interest not charged |
Balance at 30 June 2005 |
Highest owing in period |
|
|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| Directors | |||||
| B A McNamee | 1.834 | 70 | 69 | 893 | 2.727 |
| Specified Executives | |||||
| P Turner | 3 | 4 | 110 | 110 | |
| C Armit | $\overline{a}$ | 14 | 63 | 2.537 | 2,537 |
| P Bordonaro | 462 | 15 | 30 | 330 | 791 |
| A Cuthbertson | 155 | 15 | 54 | 1.008 | 1,008 |
| P Turvey | 397 | 16 | 32 | 593 | 726 |
| K Milroy | 381 | 8 | 23 | 463 | 463 |
| T Giarla | 536 | $\cdot$ | 10 | $\overline{\phantom{a}}$ | 1,012 |
| M Sontrop | 3 | 437 |
All of the loans relate to SESOP and SESOP II under which executive directors and specified executives were provided
with loans to fund the exercise of options. SESOP was terminated by the Company and there are no longer a outstanding options under SESOP. No grants of options have been made under SESOP II since July 2003.
Loans to executive directors and specified executives relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2%. This is based on interest being charged equivalent to the after-tax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%). The average commercial rate of interest during the year was 7%.
Other Transactions and Balances with Directors and Specified Executives
The directors and specified executives and their related entities have the following transactions with entities within the consolidated entity that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing at arm's length in similar circumstances:
- The Company has a number of contractual research relationships with the University of Melbourne of which Mr lan Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.
- The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr B A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.
Notes to and forming part of the Financial Statements
Continued
28 Employee Benefits
| Consolidated Entity | Parent Entity | |||
|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|
| Employee benefit liabilities: | ||||
| Provision for employee benefits - current (note 18) | 47.198 | 61.520 | 16.717 | 14.593 |
| Provision for employee benefits - non-current (note 22) | 138,690 | 140,801 | 10.646 | 9,551 |
| 185.888 | 202.321 | 27,363 | 24,144 | |
| The number of full time equivalents employed at 30 June | 6.474 | 7.565 | 1.253 | 1,210 |
Employee Share Ownership Schemes
CSL Limited operates the following schemes:
Senior Executive Share Ownership Plan (SESOP)
The establishment of the SESOP plan was approved by special resolution at the annual general meeting of the Company on 15 August 1994.
Under the rules of SESOP, the parent entity has provided an interest free loan to each participant which was used to acquire the options. A receivable is included in the financial statements in Note 9. In the event of lapse, the parent entity has undertaken to acquire the options at an amount equal to the option price. This amount will be used to discharge the participants' loans. Options issued under SESOP ceased during the year ended 30 June 1997.
There are no longer any SESOP options outstanding however there are some interest free loans associated with exercised SESOP options remaining.
Revised Senior Executive Share Ownership Plan (SESOP II)
The establishment of the SESOP II plan was approved by special resolution at the annual general meeting of the Company on 20 November 1997.
Under the rules of SESOP II no loan is made to the recipients of options until the option is exercised. Consequently, no amounts are recorded in receivables until the option is exercised.
The options are issued for a term of seven years and begin to be exercisable after the third anniversary of the date of grant. The options cannot be transferred and are not quoted on the ASX.
Performance hurdles for both the consolidated entify and employees must be met before the options can be exercised. The exercise price is calculated using the weighted average price over the 5 days preceding the issue date of the option.
The following table summarises information about options outstanding at 30 June 2005:
| No. of | Opening | During the year: |
Balance at 30 |
Exercise | ||||
|---|---|---|---|---|---|---|---|---|
| Grant Date | employees | Balance | Granted | Exercised | Lapsed | June 2005 | Price | Expiry Date |
| SESOP II - 20 November 1997 | 100,000 | $\overline{a}$ | 100,000 | $\lambda$ | ٠ | \$8.93 | 20-Nov-04 | |
| SESOP II - 14 July 1998 | 11 | 58,310 | 58,310 | ۰ | \$10.82 | 14-Jul-05 | ||
| SESOP II - 13 July 1999 | 27 | 392,480 | ٠ | 392,480 | ٠ | ۰ | \$13.23 | 13-Jul-06 |
| SESOP II - 16 November 1999 | 85,000 | ÷. | 68,000 | ٠ | 17,000 | \$20.84 | 16-Nov-06 | |
| SESOP II - 28 February 2000 | 60,000 | ٠ | 48,000 | ۰ | 12,000 | \$21.01 | 28-Feb-07 | |
| SESOP II - 9 February 2000 | 200,000 | ÷. | 160,000 | ٠ | 40,000 | \$23.07 | $9-Feb-07$ | |
| SESOP II - 2 August 2000 | 28 | 612,700 | $\overline{a}$ | 28,720 | 25,000 | 558,980 | \$34.04 | 2-Aug-07 |
| SESOP II - 20 June 2001 | 34 | 649,500 | $\overline{\phantom{a}}$ | 15,100 | 634,400 | \$37.54 | 20-Jun-08 | |
| SESOP II - 21 August 2001 | з | 90,000 | $\overline{\phantom{0}}$ | $\overline{\phantom{0}}$ | 90,000 | \$49.31 | 20-Aug-08 | |
| SESOP II - 23 August 2001 | 17 | 198,000 | $\overline{\phantom{a}}$ | 72,000 | 126,000 | \$37.54 | 22-Aug-08 | |
| SESOP II - 18 October 2001 | 5,000 | ۰ | 5,000 | \$43.51 | 20-Aug-08 | |||
| SESOP II - 10 December 2001 | 3 | 91,000 | ۰ | 28,000 | 63.000 | \$49.94 | $9-$ Dec $-08$ | |
| SESOP II - 28 January 2002 | 1 | 20,000 | 20,000 | \$47.20 | 28-Jan-09 | |||
| SESOP II - 23 July 2002 | 49 | 1.091,200 | ٠ | 15,000 | 62,500 | 1.013,700 | \$27.97 | 23-Jul-09 |
| SESOP II - 16 October 2002 | 30,000 | ÷ | 30,000 | \$20.67 | 16-Oct-09 | |||
| SESOP II - 1 July 2003 | 29 | 507,600 | ٠ | 114,700 | ٠ | 392,900 | \$12.19 | 1-Jul-10 |
| Total | 4.190,790 | 985,210 | 202,600 | 3.002,980 |
Notes to and forming part of the Financial Statements
Continued
28 Employee Benefits (cont.)
Senior Executive Share Ownership Plan (SESOP II)
The following table summarises information about options exercised by employees during the year ended 30 June 2005:
| Number of Options |
Grant Date | Exercise Date |
Expiry Date | Exercise Price |
Proceeds from shares issued |
Number of shares issued |
issue date | Fair value of shares issued |
|
|---|---|---|---|---|---|---|---|---|---|
| 42.426 | 14-Jul-1998 | 31-Aug-2004 | 14-Jul-2005 | \$10.82 | \$459,049 | 42,426 | 03-Sep-2004 | \$25.85 | |
| 342,480 | 13-Jul-1999 | 31-Aug-2004 | 13-Jul-2006 | \$13.23 | \$4,531,010 | 342,480 | 03-Sep-2004 | \$25.85 | |
| 100.000 | 20-Nov-1997 | 31-Aug-2004 | 20-Nov-2004 | \$8.93 | \$893,000 | 100,000 | 03-Sep-2004 | \$25.85 | |
| 68.000 | 16-Nov-1999 | 31-Aug-2004 | 16-Nov-2006 | \$20.84 | \$1.417,120 | 68,000 | 03-Sep-2004 | \$25.85 | |
| 48.000 | 28-Feb-2000 | 31-Aug-2004 | 28-Feb-2007 | \$21.01 | \$1.008,480 | 48,000 | 03-Sep-2004 | \$25.85 | |
| 9.930 | 14-Jul-1998 | 17-Sep-2004 | 14-Jul-2005 | \$10.82 | \$107,443 | 9,930 | 20-Sep-2004 | \$29.75 | |
| 19.200 | 01-Jul-2003 | 17-Sep-2004 | 01-Jul-2010 | \$12.19 | \$234,048 | 19,200 | 20-Sep-2004 | \$29.75 | |
| 14.000 | 13-Jul-1999 | 17-Sep-2004 | 13-Jul-2006 | \$13.23 | \$185,220 | 14,000 | 20-Sep-2004 | \$29.75 | |
| 48,000 | 01-Jul-2003 | 10-Dec-2004 | 01-Jul-2010 | \$12.19 | \$585,120 | 48,000 | 13-Dec-2004 | \$28.30 | |
| 5.954 | 14-Jul-1998 | 23-Feb-2005 | 14-Jul-2005 | \$10.82 | \$64,422 | 5,954 | 28-Feb-2005 | \$31.99 | |
| 36.000 | 13-Jul-1999 | 23-Feb-2005 | 13-Jul-2006 | \$13.23 | \$476,280 | 36,000 | 28-Feb-2005 | \$31.99 | |
| 160,000 | 09-Feb-2000 | 23-Feb-2005 | 09-Feb-2007 | \$23.07 | \$3.691,200 | 160,000 | 28-Feb-2005 | \$31.99 | |
| 47.500 | 01-Jul-2003 | 10-Mar-2005 | 01-Jul-2010 | \$12.19 | \$579,025 | 47,500 | 15-Mar-2005 | \$33.49 | |
| 15.000 | 23-Jul-2002 | 10-Mar-2005 | 23-Jul-2009 | \$27.97 | \$419,550 | 15,000 | 15-Mar-2005 | \$33.49 | |
| 28.720 | 02-Aug-2000 | 23-Mar-2005 | 02-Aug-2007 | \$34.04 | \$977,629 | 28,720 | 28-Mar-2005 | \$35.08 | |
| 985.210 | \$15.628,596 | 985,210 |
The following table summarises information about options exercised by employees during the year ended 30 June 2004:
| Number | Proceeds | Number of | ||||||
|---|---|---|---|---|---|---|---|---|
| οf | Exercise | Exercise | from shares | shares | Fair value of | |||
| Options | Grant Date | Date | Expiry Date | Price | issued | issued | issue date | shares issued |
| 14.000 | 17-Mar-1998 | 19-Jul-2003 | 17-Mar-2005 | \$11.45 | \$160,300 | 14.000 | 22-Jul-2003 | \$13.82 |
| 9,000 | 17-Mar-1998 | 12-Oct-2003 | 17-Mar-2005 | \$11.45 | \$103.050 | 9.000 | 15-Oct-2003 | \$16.98 |
| 18,000 | 13-Jul-1999 | 04-Nov-2003 | 13-Jul-2006 | \$13.23 | \$238,140 | 18,000 | 07-Nov-2003 | \$17.52 |
| 40,500 | 13-Jul-1999 | 17-Jan-2004 | 13-Jul-2006 | \$13.23 | \$535,815 | 40,500 | 20-Jan-2004 | \$17.57 |
| 35.000 | 13-Jul-1999 | 28-Mar-2004 | 13-Jul-2006 | \$13.23 | \$463.050 | 35,000 | 31-Mar-2004 | \$20.98 |
| 35.000 | 01-Jul-2003 | 28-Mar-2004 | 01-Jul-2010 | \$12.19 | \$426,650 | 35,000 | 31-Mar-2004 | \$20.98 |
| 29.300 | 01-Jul-2003 | 12-Apr-2004 | 01-Jul-2010 | \$12.19 | \$357.167 | 29,300 | 15-Apr-2004 | \$23.20 |
| 33.940 | 13-Jul-1999 | 12-Apr-2004 | 13-Jul-2006 | \$13.23 | \$449.026 | 33.940 | 15-Apr-2004 | \$23.20 |
| 8.000 | 17-Mar-1998 | 12-Apr-2004 | 17-Mar-2005 | \$11.45 | \$91,600 | 8.000 | 15-Apr-2004 | \$23.20 |
| 222.740 | \$2.824.798 | 222.740 |
The fair value of shares issued during the reporting period is considered to be the market price of shares of CSL Limited on the ASX as at the closing of trading on their respective issue dates.
Notes to and forming part of the Financial Statements
Continued
28 Employee Benefits (cont.)
Employee Performance Rights Plan
The establishment of the Performance Rights Plan was approved by special resolution at the annual general meeting of the Company on 16 October 2003.
Unless otherwise determined by the Board, Performance Rights will be granted for no consideration payable by the employee. A Performance Right represents the right to subscribe for or acquire one share for either nil or monetary consideration not exceeding \$1.00 per share.
A Performance Right may only be exercised when it has become a Vested Performance Right. Unvested Performance Rights cannot be exercised. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse.
Performance Rights may become Vested Performance Rights if the Company satisfies specified Performance Hurdles during specified Performance Periods. The Performance hurdle is the Company's Total Shareholder Return (TSR) relative to the ASX top 100 index (excluding commercial banks, oil and gas and selected metals and mining companies).
The Performance Period is 3 years (or, if not fully met after 3 years, then 4 years or 5 years) with the Test Dates occurring at the end of Years 3, 4 and 5. The Performance Hurdles will 'cascade' so that a proportion of Performance Rights become Vested Performance Rights when a minimum target is reached, and the proportion will increase as performance exceeds the minimum target.
If, on any Test Date, the Company's performance does not place it above the 50th percentile, in terms of TSR ranking, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile, all of the Performance Rights will vest. Between the 50th and 75th percentiles, the proportion of Performance Rights that will vest will increase on a straight line basis.
No loans are provided by the Company in relation to the grant of Performance Rights to, or exercise of Performance Rights by employees under the Performance Rights Plan.
The following table summarises information about performance rights outstanding and exercisable at 30 June 2005:
| Openina | During the year: | Balance at 30 June |
Exercise | Earliest | ||||
|---|---|---|---|---|---|---|---|---|
| Grant Date | Balance | Granted | Exercised | Lapsed | 2005 | Price | Vesting Date | Expiry Date |
| 16-Oct-2003 | 50,000 | $\tilde{\phantom{a}}$ | ۰ | ÷ | 50.000 | Nil | 30-Sep-2006 | 27-Oct-2010 |
| 15-Dec-2003 | 153.000 | $\overline{\phantom{a}}$ | $\tilde{\phantom{a}}$ | (24, 400) | 128.600 | Nil | 30-Sep-2006 | 27-Oct-2010 |
| 28-Apr-2004 | 60.000 | $\mathbf{r}$ | $\overline{r}$ | $\overline{\phantom{a}}$ | 60.000 | Nil | 31-Mar-2007 | 31-Mar-2011 |
| 21-Jun-2004 | 132.300 | $\overline{r}$ | $\overline{r}$ | $\overline{\phantom{a}}$ | 132.300 | Nil | 31-Mar-2007 | 31-Mar-2011 |
| 29-Oct-2004 | ۰ | 83.400 | $\overline{a}$ | ÷ | 83.400 | Nil | 30-Sep-2007 | 25-Aug-2011 |
| 395,300 | 83.400 | $\tilde{\phantom{a}}$ | (24, 400) | 454.300 |
Global Employee Share Plan (GESP)
Global Employee Share Plan (GESP) also operates whereby employees make contributions from after tax salary up to a maximum of \$3,000 per contribution period. The employees receive the shares at a 15% discount to the applicable market rate, as quoted on the ASX on the first day or the last day of the six month contribution period, whichever is lower.
Notes to and forming part of the Financial Statements
Continued
29 Superannuation Plans
The consolidated entity sponsors a range of superannuation plans for its employees worldwide. Entities of the consolidated entity who operate benefit plans contribute to their respective plans in accordance with the Trust Deeds following receipt of actuarial advice.
The consolidated entity's defined benefit plans as at 30 June 2005 are as follows:-
| Name of the plan | Type | Date of last assessment |
Note |
|---|---|---|---|
| CSL Superannuation Plan (Australia) | Defined Benefit | 30 June 2005 | (a) |
| ZLB Bioplasma AG Pension Fund (Switzerland) | Defined Benefit | 30 June 2005 | (b) |
| ZLB Behring Pension Plan (US PP) | Defined Benefit | 30 June 2005 | (c) |
| ZLB Behring Union Pension Plan (US UPP) | Defined Benefit | 30 June 2005 | (c) |
| ZLB Behring GmbH Pension Plan, ZLB Pharma GmbH Pension Plan and ZLB Behring KG Pension Plan (Germany) |
Defined Benefit | 30 June 2005 | (d) |
| ZLB Behring KK Retirement Allowance Plan (Japan) | Defined Benefit | 30 June 2005 | (e) |
Details of the above superannuation plans as at the date of their last assessment are as follows:-
| Australia \$000 |
Switzerland \$000 |
US PP \$000 |
US UPP \$000 |
Germany \$000 |
Japan \$000 |
Total \$000 |
|
|---|---|---|---|---|---|---|---|
| Net market value of plan assets | 26.040 | 193,688 | 62.158 | 44.055 | $\mathbf{r}$ | $\overline{\phantom{a}}$ | 325,941 |
| Accrued benefits | (26, 199) | (193.637) | (73, 190) | (65, 244) | (57.616) | (5,672) | (421.558) |
| (159) | 51 | (11, 032) | (21.189) | (57, 616) | (5,672) | (95.617) | |
| Amounts provided | 159 | $\overline{\phantom{a}}$ | 11.032 | 21,189 | 57,616 | 5,672 | 95,668 |
| Excess of plan assets and amounts provided over accrued benefits |
51 | 51 | |||||
| Vested benefits | 24.140 | 163 964 | 73.190 | 65 244 | 52.320 | 3.932 | 382.790 |
$(a)$ The actuarial assessment of the CSL Superannuation Plan was performed by Mr P Shallue, BSc, FIAA of Mercer Benefit Services Pty Ltd on 30 June 2005.
The actuarial assessment of the ZLB Bioplasma AG Pension Fund was performed by Mr M A Rothlisberger, Qualified $(b)$ Pension Actuary and Dr O Kern, Dipl. phys. ing. ETH of AON Chuard Consulting AG on 30 June 2005.
The actuarial assessments of the ZLB Behring Pension Plan and ZLB Behring Union Pension Plan were performed by Mr T $(c)$ Billone, ASA and Mr C Chinici, EA of Buck Consultants on 30 June 2005.
The actuarial assessment of the ZLB Behring GmbH Pension Plan, ZLB Pharma GmbH Pension Plan and ZLB Behring KG $(d)$ Pension Plan were performed by M Grünzig and F Tiede, certified actuaries of Höchster Pensions Benefits Services GmbH on 30 June 2005.
$(e)$ The actuarial assessment of the ZLB Behring KK Retirement Allowance Plan was performed by Mr M Suzuki, Certified Pension Actuary, FIAJ, and Mr Z Watanabe, Certified Pension Actuary, FIAJ of Mercer Human Resource Consulting Ltd. on 30 June 2005.
Notes to and forming part of the Financial Statements
Continued
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | \$ | S | s | ||
| 30 | Remuneration of Auditors | ||||
| Amounts received, or due and receivable, for the audit and review of the financial reports of the parent entity and its controlled entities by |
|||||
| - Ernst & Young | 590.217 | 608.000 | 590.217 | 608.000 | |
| - Ernst & Young related practices | 2.391.655 | 2.352,576 | |||
| 2,981.872 | 2.960,576 | 590.217 | 608,000 |
Amounts received, or due and receivable, for the other services in relation to the parent entity and its controlled entities by:
| - Ernst & Young | 602.672 | 326,200 | 602.672 | 326,200 |
|---|---|---|---|---|
| - Ernst & Young related practices 2 | 19.695 | 4.851.940 | $\sim$ | $\mathbf{r}$ |
| 622.367 | 5.178.140 | 602.672 | 326,200 | |
| 3.604.239 | 8.138.716 | 1.192.889 | 934,200 |
1 Includes completion audits in relation to the JRH disposal, IAS Implementation advice and other compliance audits (2004 includes work on the Aventis Behring acquisition). Refer Directors' report for further details.
2 Completion audits in relation to the JRH disposal (2004 includes financial due diligence in relation to the Aventis Behring acquisition). Refer Directors' report for further details.
| 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
||
|---|---|---|---|---|---|
| Lease Commitments ${i}$ Non-cancellable operating leases |
Commitments | ||||
| Capital Commitments | |||||
| Estimated capital expenditure contracted for at balance date but not provided for in the financial statements, payable: |
|||||
| Not later than one year | 10,550 | 32.295 | 4.500 | 9.985 | |
| Later than one year but not later than five years | 446 | ||||
| 10,550 | 32,741 | 4,500 | 9,985 | ||
| Operating Leases Total lease expenditure contracted for at balance date but |
|||||
| not provided for in the financial statements, payable: Not later than one year |
31,889 | 29,436 | 1,433 | 1.378 | |
| Later than one year but not later than five years | 86,222 | 112,241 | 2.619 | 1.176 | |
| Later than five years | 132,268 | 140,543 | 378 | 158 | |
| 250,379 | 282,220 | 4.430 | 2,712 | ||
| Representing |
Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are generally fixed, but with inflation escalation clauses on which contingent rentals are determined. No operating leases contain restrictions on financing or other leasing activities.
Notes to and forming part of the Financial Statements
Continued
$31$ Commitments (cont.)
| Consolidated Entity | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$000 | \$000 | ||
| (ii) | Finance Leases | ||||
| Not later than one year | 1,937 | 1.912 | |||
| Later than one year but not later than five years | 8,374 | 7,575 | |||
| Later than five years | 32,329 | 37,877 | |||
| Total minimum lease payments | 42,640 | 47,364 | |||
| - future finance charges | (2,399) | (2.162) | $\blacksquare$ | ||
| - lease liability | 40,241 | 45,202 | $\overline{\phantom{a}}$ | ||
| - current liability (refer note 16) | 1,756 | 2,028 | $\blacksquare$ | ||
| - non-current liability (refer note 20) | 38,485 | 43,174 | |||
| 40,241 | 45,202 | $\blacksquare$ | ÷ | ||
| (iii) | Total Lease Liability | ||||
| Total lease liability accrued for: | |||||
| Current | |||||
| - surplus lease space (refer note 16) | 6,720 | 5,353 | |||
| - finance leases (refer note 16) | 1,756 | 2,028 | |||
| 8,476 | 7,381 | $\blacksquare$ | |||
| Non-Current | |||||
| - surplus lease space (refer note 20) | 3,844 | 9.149 | |||
| - finance leases (refer note 20) | 38,485 | 43.174 | |||
| 42,329 | 52.323 | ٠ | ÷ | ||
| 50.805 | 59.704 | ٠ |
$\bf{32}$ Contingent Assets and Liabilities
Guarantees
Details and estimates of maximum amounts of contingent liabilities, classified in accordance with the party from whom the liability could arise for which no provisions are included in the financial statements, are as follows:
| Parent entity quarantee of controlled entity borrowings | 818.897 | 638.349 | ||
|---|---|---|---|---|
| Bank guarantees | 23.186 | 22 298 | 4.045 | 6.006 |
| 23.186 | 22 298 | 822.942 | 644.355 |
As explained in Note 33, the parent entity has entered into a deed of cross guarantee in accordance with a class order issued by the Australian Securities and Investments Commission. The parent entity, and the controlled entities which are party to the deed, have guaranteed the repayment of all current and future creditors in the event that any of these companies are wound up.
Service Agreements
The maximum contingent liabilities for benefits under service agreements, in the event of an involuntary redundancy, is between 3 to 12 months. Agreements are held with the managing director and persons who take part in the management of the companies in the consolidated entity.
| These, $\overline{a}$ amount to: contingent liabilities |
- - 243 . |
.493 | 780 | 360 . |
|---|---|---|---|---|
Notes to and forming part of the Financial Statements
Continued
32 Contingent Assets and Liabilities (cont.)
Contingent consideration on acquisitions
On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments. A cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$28 per share ('trigger price'). To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for 20 consecutive trading days for the period starting from 1 October 2007 and ending on 31 March 2008.
A further cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$35 per share. The same requirement for the trigger price must be satisfied as mentioned above.
Litigation
The consolidated entity is currently involved in litigation with both Bayer and Baxter over alleged infringement of the consolidated entity's interest in the Freudenberg patent covering technology involved in the production of rFVIII. Bayer has filed a counter suit against the consolidated entity, claiming breach of the Helixate supply agreement. There is no guarantee that the consolidated entity will be successful in their defence of this patent. Bayer's counter suit against the consolidated entity represents a threat to the continued supply of Helixate from Bayer.
The consolidated entity is involved in other litigation in the ordinary course of business. The directors believe that future payment for any contingent liabilities in respect of litigation is remote. The consolidated entity has disclaimed liability for, and are vigorously defending, all current claims and actions that have been made.
Notes to and forming part of the Financial Statements
Continued
Controlled Entities $332$
| Country of incorporation | Percentage Owned | |||
|---|---|---|---|---|
| 2005 | 2004 | |||
| $\%$ | % | |||
| Parent Entity: CSL Limited |
Australia | |||
| Controlled Entities of CSL Limited: | ||||
| JRH Biosciences Pty Ltd | Australia | 100 | (e) | |
| Cervax Pty Ltd | Australia | 74 | 74 | |
| CSL (New Zealand) Limited | New Zealand | 100 | 100 | (a) |
| Iscotec AB | Sweden | 100 | 100 | (a) |
| CSL International Pty Ltd | Australia | 100 | 100 | |
| CSL Finance Pty Ltd | Australia | 100 | 100 | |
| CSL Denmark ApS | Denmark | 100 | 100 | (a) |
| ZLB Behring AG | Switzerland | 100 | 100 | (a) |
| ZLB GmbH | Germany | 100 | 100 | (a) |
| CSL UK Holdings Limited | England | 100 | 100 | (a) |
| JRH Biosciences Limited | England | 100 | (e) | |
| ZLB Bioplasma UK Limited | England | 100 | 100 | (a) |
| ZLB Bioplasma Belgium sprl | Belgium | 100 | $(a)$ $(b)$ | |
| ZLB Bioplasma Italy srl | ltaly | 100 | (a) (c) | |
| CSL US Inc | USA | 100 | (e) | |
| JRH Biosciences Inc. | USA | 100 | (e) | |
| ZLB Holdings Inc. | USA | 100 | 100 | (a) |
| ZLB Bioplasma (Hong Kong) Limited | Hong Kong | 100 | 100 | (a) |
| ZLB Behring LLC | USA | 100 | 100 | (a) |
| ZLB Bio-Services Inc. | USA | $\blacksquare$ | 100 | $(a)$ $(d)$ |
| ZLB Behring Sales Force Inc. | USA | 100 | 100 | (a) |
| ZLB Bioplasma Inc | USA | 100 | 100 | (a) |
| ZLB Behring Canada Inc. | Canada | 100 | 100 | (a) |
| ZLB Behring Brazil Comercio de Produtos Farmaceuticals Ltda |
Brazil | 100 | 100 | (a) |
| ZLB Behring KK | Japan | 100 | 100 | (a) |
| Aventis Behring S.A. de C.V. | Mexico | 100 | 100 | (a) |
| ZLB Behring S.A. | France | 100 | 100 | (a) |
| ZLB Pharma GmbH | Germany | 100 | 100 | (a) |
| Aventis Behring Hispaniola S.A. | Dominican Republic | 100 | (f) | |
| ZLB Behring Foundation for Research and Advancement of Patient Health |
USA | 100 | 100 | (a) |
| ZLB Behring Verwaltungs GmbH | Germany | 100 | 100 | (a) |
| ZLB Behring Beteiligungs GmbH & Co KG | Germany | 100 | 100 | (a) |
| ZLB Plasma Services GmbH | Germany | 100 | 100 | (a) |
| ZLB Behring GmbH ZLB Behring (Switzerland) AG |
Germany Switzerland |
100 100 |
100 100 |
(a) |
| ZLB Behring GmbH | Austria | 100 | 100 | (a) (a) |
| ZLB Behring S.A. | Spain | 100 | 100 | (a) |
| ZLB Behring A.B. | Sweden | 100 | 100 | (a) |
| ZLB Behring S.p.A. | Italy | 100 | 100 | (a) (c) |
| ZLB Behring N.V. | Belgium | 100 | 100 | $(a)$ $(b)$ |
| ZLB Behring Lda | Portugal | 100 | 100 | (a) |
| ZLB Behring MEPE | Greece | 100 | 100 | (a) |
| ZLB Behring Asia Pacific Limited | Hong Kong | 100 | 100 | (a) |
| ZLB Behring S.A. | Argentina | 100 | 100 | (a) |
| ZLB Behring Holdings Ltd. | England | 100 | 100 | (a) |
| ZLB Behring UK Ltd. | England | 100 | 100 | (a) |
Notes to and forming part of the Financial Statements
Continued
33 Controlled Entities (cont.)
- Audited by affiliates of the parent entity auditors. $(a)$
- ZLB Bioplasma Belgium sprl merged with ZLB Behring NV during the financial year, as a consequence 52% of the share $(b)$ capital of ZLB Behring NV is owned by CSL Denmark ApS.
- ZLB Bioplasma Italy srl merged with ZLB Behring S.p.A. during the financial year, as a consequence 3% of the share capital $(c)$ of ZLB Behring S.p.A is owned by CSL Denmark ApS.
- ZLB Bio-Services inc merged with ZLB Bioplasma inc during the year. (d)
- $(e)$ Entity was sold on 28 February 2005.
- Entity dissolved during the year. $(f)$
A deed of cross guarantee between CSL International Pty Ltd and CSL Limited was enacted on 20 June 1995 and relief was obtained from preparing financial statements of CSL International Pty Ltd under the ASIC Class Order. On 30 June 2003, an Assumption Deed was lodged with ASIC, which joins CSL Finance Pty Ltd and JRH Biosciences Pty Ltd as parties to the deed of cross guarantee. JRH Biosciences Pty Ltd was removed from the deed on its disposal from the group deed, all entities guarantee to support the liabilities and obligations of each other. Financial information for the class order group comprising CSL Limited, CSL International Pty Ltd, CSL Finance Pty Ltd and JRH Biosciences Pty Ltd (until its disposal on 28 February 2005) is as follows:
| Statement of Financial Performance | 2005 | 2004 |
|---|---|---|
| \$000 | \$000 | |
| Sales revenue | 403.201 | 452,475 |
| Cost of sales | 202,458 | 253,290 |
| Gross profit | 200,743 | 199,185 |
| Other revenues | 443.140 | 134,159 |
| Research and development expenses | 59,192 | 46,856 |
| Selling and marketing expenses | 43,132 | 45,068 |
| General and administration expenses | 43,847 | 42,804 |
| Borrowing costs | 23,807 | 19,444 |
| Carrying amount of net assets of discontinued operations sold | 261,678 | 24,920 |
| Profit from ordinary activities before income tax expense | 212,227 | 154,252 |
| Income tax expense relating to ordinary activities | 15,748 | 35,753 |
| Profit from ordinary activities after income tax expense | 196,479 | 118,499 |
| Set out below is a summary of movements in consolidated retained profits of the closed group: | ||
| Retained profits at the beginning of the financial year | 461,246 | 401,450 |
| Net profit | 196,479 | 118,499 |
| Dividends provided for or paid | (84, 950) | (58,703) |
| Retained profits at the end of the financial year | 572,775 | 461.246 |
Notes to and forming part of the Financial Statements
Continued
33 Controlled Entities (cont.)
| 2005 | 2004 | |
|---|---|---|
| \$000 | \$000 | |
| Statement of Financial Position | ||
| CURRENT ASSETS | ||
| Cash assets | 461,769 | 12,561 |
| Receivables | 50,951 | 63.631 |
| Inventories | 59,451 | 93,753 |
| Other | 2,419 | 3,894 |
| Total Current Assets | 574,590 | 173,839 |
| NON-CURRENT ASSETS | ||
| Receivables | 456,876 | 653,387 |
| Other financial assets | 1,301,407 | 1,534,091 |
| Property, plant and equipment | 261,402 | 259,993 |
| Deferred tax assets | 10,400 | 10,233 |
| Intangibles | 20,000 | 20,000 |
| Total Non-Current Assets | 2,050,085 | 2,477,704 |
| TOTAL ASSETS | 2,624,675 | 2,651,543 |
| CURRENT LIABILITIES | ||
| Payables | 138,221 | 57,938 |
| Tax liabilities | 16.219 | |
| Provisions | 17,848 | 15.622 |
| Total Current Liabilities | 156,069 | 89,779 |
| NON-CURRENT LIABILITIES | ||
| Payables | 1,328 | 34,941 |
| Interest bearing liabilities | 598,286 | 489,681 |
| Deferred tax liabilities | 33,968 | 29,943 |
| Provisions | 16,391 | 20,712 |
| Total Non-Current Liabilities | 649,973 | 575,277 |
| TOTAL LIABILITIES | 806,042 | 665,056 |
| NET ASSETS | 1,818,633 | 1,986,487 |
| EQUITY | ||
| Contributed equity | 1,223,034 | 1,502,417 |
| Reserves | 22,824 | 22,824 |
| Retained profits | 572,775 | 461,246 |
| TOTAL EQUITY | 1,818,633 | 1,986,487 |
Notes to and forming part of the Financial Statements
Continued
| Statement of Cash Flows Reconciliation of Cash Assets and Non-Cash Financing |
Notes | 2005 \$000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|---|---|---|---|---|---|
| and Investing Activities | |||||
| Cash at the end of the year is shown in the statement of financial position as: |
|||||
| Cash on hand | 5 | 258,528 | 112,478 | 12.700 | |
| Cash deposits | 5 | 465.314 | 2.418 | 461,769 | |
| Bank overdrafts | 16 | (4,091) | (4, 553) | ||
| 719,751 | 110,343 | 461,769 | 12,700 | ||
| Non-Cash Financing and Investing Activities |
Cash Flows from Operations
| Profit from ordinary activities after tax | 546,518 | 219.625 | 60.759 | 120,340 |
|---|---|---|---|---|
| Non-cash items in profit from ordinary activities | ||||
| Depreciation and amortisation | 170,701 | 129,995 | 29.746 | 31,977 |
| Loss on sale of property, plant and equipment | 1,994 | 2.584 | 67 | 1.034 |
| Amortisation of borrowing costs | 1,258 | 974 | ||
| Changes in assets and liabilities, net of the effects of purchase of controlled entities |
||||
| (Increase)/decrease in receivables | (83, 560) | 55,773 | (14, 463) | 16,437 |
| (Increase)/decrease in inventories | 157,972 | (33, 268) | 6.696 | (7, 882) |
| (Increase)/decrease in prepayments | (3, 147) | (20, 869) | 475 | (2,392) |
| (Increase)/decrease in tax assets | (22, 016) | (18,651) | (575) | 668 |
| Increase/(decrease) in payables | 40,234 | (13, 791) | 892 | (6, 562) |
| Decrease in provisions | (36, 572) | (20, 924) | (2,316) | (5,271) |
| (Increase)/decrease in tax liabilities | 44,087 | 7,892 | (5,558) | 10,043 |
| 817,469 | 309,340 | 75.723 | 158,392 | |
| Less: Profit on sale of a business unit | 249,647 | 102,346 | 75,189 | |
| Net cash inflow from operating activities | 567.822 | 206,994 | 75.723 | 83,203 |
Notes to and forming part of the Financial Statements
Continued
$34$ Statement of Cash Flows (cont.)
Financing Facilities
The consolidated entity has access to the following financing facilities with a number of financial institutions:
| Consolidated Entity | Parent Entity | |||||
|---|---|---|---|---|---|---|
| Accessible \$000 |
Drawn down \$000 |
Unused \$000 |
Accessible 8000 |
Drawn down \$000 |
Unused \$000 |
|
| June 2005 | ||||||
| Bank overdraft facility (b), (d) | 9,383 | 4.091 | 5.292 | 4.482 | ۰ | 4.482 |
| Bank loan facilities (a), (d) | 658.514 | 459.287 | 199.227 | $\overline{\phantom{0}}$ | $\blacksquare$ | - |
| Total financing facilities (c) | 667,897 | 463,378 | 204.519 | 4.482 | ۰ | 4.482 |
| June 2004 | ||||||
|---|---|---|---|---|---|---|
| Bank overdraft facility (b), (d) | 9.140 | 4.553 | 4.587 | 4.587 | 4.587 | |
| Bank loan facilities (a), (d) | 758.906 | 237.535 | 521.371 | , | $\cdot$ | |
| Total financing facilities (c) | 768,046 | 242,088 | 525.958 | 4.587 | 4.587 |
(a) Drawn facilities expire in March 2007 and March 2009.
(b) No specific expiry date.
(c) The current/non-current allocation of loan facilities reflect the existing refinancing arrangements in place during the period.
(d) The bank loan and overdraft facilities have certain loan covenants attached to them. As at balance date, the consolidated entity was in compliance with these covenants.
Disposal of Controlled Entities and Businesses
On 28 February 2005, the consolidated entity disposed of the JRH business unit to Sigma-Aldrich Corporation. Details of the disposal are included in Note 36.
On 26 March 2004, the consolidated entity disposed of the Animal Health business unit. This business unit included Biocor Animal Health Inc. Details of the disposal are included in Note 36.
Notes to and forming part of the Financial Statements
Continued
25 Acquisition of Controlled Entities and Businesses
On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring through the acquisition of 100% of the share capital of Aventis Behring LLC and Aventis Behring GmbH for \$954.0 million (US\$717.9 million).
| Consolidated Entity | |||
|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
||
| Consideration | |||
| Cash | 807,528 | ||
| Deferred Consideration | 146,515 | ||
| Total consideration | 954,043 | ||
| Fair value of net assets of consolidated entities acquired | |||
| Current Assets | Cash | 34,658 | |
| Receivables | 385,250 | ||
| Inventories | 1,069,853 | ||
| Other | 7,962 | ||
| Non-current assets | Receivables | 1,897 | |
| Other financial assets | 1,976 | ||
| Property, plant and equipment | 470,403 | ||
| Deferred tax assets | 37,784 | ||
| Current liabilities | Payables | (254, 855) | |
| Interest-bearing liabilities | (8, 847) | ||
| Provisions - Employee entitlements | (32, 798) | ||
| Provisions - Other | (19, 457) | ||
| Provision for restructuring (note 18) | (115,360) | ||
| Non-current liabilities | Interest-bearing liabilities | (47,999) | |
| Deferred tax liabilities | (46, 493) | ||
| Provisions - Employee entitlements | (122, 147) | ||
| Provisions - Other | (14, 987) | ||
| $\tilde{\phantom{a}}$ | 1,346,840 | ||
| Discount on Acquisition | ۰ | (392, 797) | |
| Total consideration | ÷ | 954,043 | |
| Outflow of cash to acquire consolidated entities and business | |||
| Cash consideration | 807,528 | ||
| Cash acquired | (34, 658) | ||
| 772.870 |
Contingent consideration
On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments. A cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$28 per share ('trigger price'). To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for 20 consecutive trading days for the period starting from 1 October 2007 and ending on 31 March 2008.
A further cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$35 per share. The same requirement for the trigger price must be satisfied as mentioned above.
Notes to and forming part of the Financial Statements
Continued
${\bf 36}$ Discontinued Operation
Disposal of JRH Biosciences
On 28 February 2005 the consolidated entity disposed of the JRH business unit to Sigma-Aldrich Corporation. The disposal included 100% of the voting shares in CSL US Inc, JRH Biosciences Limited and JRH Biosciences Pty Ltd. CSL US Inc was the owner of JRH Biosciences Inc.
The net gain from the sale of the JRH Business was as follows:
| Consolidated | |
|---|---|
| 2005 | |
| \$000 | |
| Net proceeds from the sale of the JRH business unit | 458,246 |
| Written down value of assets sold and liabilities settled | (178, 548) |
| Net gain on sale before tax | 279,698 |
| Attributable income tax expense | (30,051) |
| Net gain on sale after tax | 249,647 |
| The carrying amounts of total assets to be disposed and total liabilities settled were as follows: | |
| Total Assets | 199,842 |
| Total Liabilities | 21,294 |
| Net Assets | 178,548 |
| Financial Performance Information The financial performance of the business unit for the year ended 30 June 2005 is as follows: |
|
| 2005 \$000 |
|
| Revenue from ordinary activities | 141,327 |
| Expenses from ordinary activities | 119,387 |
| Profit from ordinary activities before income tax | 21,940 |
| Income tax expense relating to ordinary activities | 7,378 |
| Profit from ordinary activities after income tax | 14,562 |
| Cash flows during the year |
| Net cash flows from operating activities | (12, 826) |
|---|---|
| Net cash flows from investing activities | (14.868) |
| Net cash flows from financing activities | 48,709 |
| . LC LLP ENE. |
. . . _ |
|---|---|
Notes to and forming part of the Financial Statements
Continued
Discontinued Operation (cont.) 36
Disposal of Animal Health Business Unit
On 26 March 2004, the consolidated entity disposed of the Animal Health business unit to Pfizer Inc. The disposal included the
sale of assets in Australia and New Zealand and the disposal of 100% of the voting share capita the USA.
The net gain from the sale of the Animal Health business was as follows:
| Consolidated | |
|---|---|
| 2004 \$000 |
|
| Net proceeds from the sale of the Animal Health business unit | 161.627 |
| Written down value of assets sold and liabilities settled | (59, 281) |
| Net gain on sale before tax | 102.346 |
| Attributable income tax expense | (27, 035) |
| Net gain on sale after tax | 75.311 |
| The carrying amounts of total assets to be disposed and total liabilities settled were as follows: Total Assets |
61.710 |
| 1.1.4 1.1.1.1 |
. 71 74 G |
|---|---|
| `\Fe | . $\cdot$ |
Financial Performance Information
The financial performance of the business unit for the year ended 30 June 2004 is as follows:
| 2004 \$000 |
|
|---|---|
| Revenue from ordinary activities | 54,286 |
| Expenses from ordinary activities | (49, 663) |
| Profit from ordinary activities before income tax | 4.623 |
| Income tax expense relating to ordinary activities | (374) |
| Profit from ordinary activities after income tax | 4,249 |
| Cash flows during the year | |
| Net cash flows from operating activities | 6.940 |
| Net cash flows from investing activities | (594) |
| Net cash flows from financing activities | (4, 127) |
| Net cash inflows | 2.219 |
Notes to and forming part of the Financial Statements
Continued
37 Earnings Per Share
The following reflects the income and share information used in the calculation of basic and diluted earnings per share:
| Consolidated Entity | ||
|---|---|---|
| 2005 \$000 |
2004 SOOO |
|
| Earnings used in calculating basic earnings per share | 546,518 | 219,625 |
| Number of shares | ||
| Weighted average number of ordinary shares used in the calculation of basic earnings per share: |
195,988,194 | 178.174.322 |
| Effect of dilutive securities: | ||
| Share options | 957,127 | 680,869 |
| Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share |
196,945,321 | 178.855.191 |
Conversions, calls, subscription or issues after 30 June 2005
Since the end of the financial year, no ordinary shares have been issued.
There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.
Segment Information 38
| Defined business segments |
Products/services |
|---|---|
| Total Human Health | Develops, manufactures and markets biopharmaceutical products to the human health industry. |
| Biosciences | Develops, manufactures and markets cell culture reagents used in the manufacture of vaccines, biopharmaceuticals and gene therapy products. |
The Human Health business segment has been further broken down into ZLB Behring and Other Human Health to assist with external analysis of the financials. Other Human Health includes CSL Pharmaceutical and CSL Bioplasma.
Geographical Segments
The consolidated entity operates predominantly in three segments, being Australasia/Asia Pacific, Americas and EMEA. The geographic segment of Australasia/Asia Pacific comprises Australia, New Zealand and Asia. The geographic segment of Americas includes USA, Canada and South America. The geographic segment of EMEA includes Europe, Middle East and Africa.
Segment Accounting Policies
The consolidated entity accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
Segment accounting policies are the same as the consolidated entity's policies described in Note 1. During the financial year, there were no changes in segment accounting policies that had a material effect on the segment information.
Notes to and forming part of the Financial Statements
Continued
38 Segment Information (cont.)
| Business segments | ZLB Behring |
Other Human Health |
Total Human Health* |
Biosciences | Eliminations | Consolidated |
|---|---|---|---|---|---|---|
| \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | |
| 2005 | ||||||
| External sales Other external revenue |
2,195,196 | 413,769 | 2,608,965 | 140,969 | 2,749,934 25,848 |
|
| 22,810 26,561 |
3,038 87 |
25,848 78 |
358 | (436) | ||
| Intersegment revenue Segment revenue |
2,244,567 | 416,894 | 2,634,891 | 141,327 | (436) | 2,775,782 |
| Proceeds from sale of Biosciences | ||||||
| Business Unit | 458,246 | |||||
| Unallocated revenue | 18,882 | |||||
| Total revenue | 3,252,910 | |||||
| Segment earnings | 315,767 | 59,861 | 375,628 | 25,311 | $\ddot{\phantom{a}}$ | 400,939 |
| Borrowing costs | (41, 640) | |||||
| Unallocated expense net of unallocated revenue |
2,943 | |||||
| Net Gain from sale of Biosciences Business Unit |
279,698 | |||||
| Profit from ordinary activities | 641,940 | |||||
| before tax | 95,422 | |||||
| Income tax expense | ||||||
| Profit from ordinary activities after tax |
546,518 | |||||
| Segment assets | 2,623,670 | 386,160 | 3,009,830 | 3,009,830 | ||
| Cash assets | 723,842 | |||||
| Unallocated assets | 140,624 | |||||
| Total assets | 3,874,296 | |||||
| Segment liabilities | 507,801 | 59,222 | 567,023 | $\overline{a}$ | 567,023 | |
| Interest bearing liabilities | 1,024,896 | |||||
| Provision for dividend | ||||||
| Unallocated liabilities | 207,865 | |||||
| Total liabilities | 1,799,784 | |||||
| Other Information | ||||||
| Purchase of property, plant and equipment and intangible assets |
89,489 | 32,281 | 121,770 | 13,936 | 135,706 | |
| Unallocated acquisitions of property, plant and equipment |
||||||
| Total acquisitions | 135,706 | |||||
| Depreciation and amortisation | 137,330 | 28,126 | 165,456 | 3,442 | 168,898 | |
| Unallocated depreciation and amortisation |
1,803 | |||||
| Total depreciation and amortisation |
170,701 | |||||
| Other non-cash expenses | 1,927 | 67 | 1,994 | 1,994 |
*The Total Human Health Segment includes intra segment eliminations of \$26,570
| Geographic segments | Australasia/ Asia Pacific \$000 |
Americas \$000 |
EMEA \$000 |
Eliminations \$000 |
Consolidated \$000 |
|---|---|---|---|---|---|
| External revenues | 974.656 | 1.103.051 | 1,175,203 | 3,252,910 | |
| Segment assets | 1.089.215 | 723.418 | 2.061.663 | 3.874.296 | |
| Acquisition of property, plant and equipment and intangible assets |
68,413 | 33,892 | 33,401 | 135,706 | |
| $\sim$ $\sim$ |
Notes to and forming part of the Financial Statements
| ZLB. Behring |
Other Human Health |
Total Human Health |
Biosciences | Animal Health |
Eliminations | Consolidated | |
|---|---|---|---|---|---|---|---|
| Business segments | \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | \$000 |
| 2004 | |||||||
| External sales | 1,015,645 | 389,551 | 1,405,196 | 192,466 | 52,534 | 1,650,196 | |
| Other external revenue | 10,099 | 3,493 | 13,592 | 367 | 13,959 | ||
| Intersegment revenue | 11,759 | 84 | 11,843 | 1,043 | 1,385 | (14, 271) | |
| Segment revenue Unallocated revenue |
1,037,503 | 393.128 | 1,430,631 | 193,509 | 54,286 | (14, 271) | 1,664,155 |
| Proceeds from sale of Animal | 9,929 | ||||||
| Health Business Unit | 161,627 | ||||||
| Total revenue | 1,835,711 | ||||||
| Segment earnings | 57,140 | 63.525 | 120,665 | 41,194 | 5,170 | 167,029 | |
| Borrowing costs | (23, 742) | ||||||
| Unallocated expense net of unallocated revenue |
8,996 | ||||||
| Net Gain from sale of Animal Health Business Unit |
102,346 | ||||||
| Profit from ordinary activities before tax |
254,629 | ||||||
| Income tax expense | 35,004 | ||||||
| Profit from ordinary activities after tax |
219,625 | ||||||
| Segment assets | 3,102,409 | 396,396 | 3,498,805 | 160,269 | $\omega$ | ä, | 3,659,074 |
| Cash assets | 114,896 | ||||||
| Unallocated assets | 101,413 | ||||||
| Total assets | 3,875,383 | ||||||
| Segment liabilities | 683,540 | 67,502 | 751,042 | 23,420 | à. | 774,462 | |
| Interest bearing liabilities | 864,330 | ||||||
| Provision for dividend | |||||||
| Unallocated liabilities | 162,549 | ||||||
| Total liabilities | 1,801,341 | ||||||
| Other Information | |||||||
| Purchase of property, plant and equipment and intangible assets |
33,856 | 31,104 | 64,960 | 13,808 | 594 | 79,362 | |
| Unallocated acquisitions of property, plant and equipment |
229 | ||||||
| Total acquisitions | 79,591 | ||||||
| Depreciation and amortisation Unallocated depreciation and |
91,568 | 30,814 | 122,382 | 4,703 | 2,224 | 129,309 | |
| amortisation | 686 | ||||||
| Total depreciation and amortisation |
129,995 | ||||||
| Other non-cash expenses | 1,630 | (2,008) | (378) | 2,962 | 2,584 | ||
| Geographic segments | Australasia/Asia Pacific \$000 |
Americas \$000 |
EMEA \$000 |
Eliminations \$000 |
Consolidated \$000 |
||
| External revenues | 570,077 | 875,906 | 389,728 | à. | 1,835,711 | ||
| Segment assets | 506,040 | 826,826 | 2,542,517 | 3,875,383 | |||
| Acquisition of property, plant and equipment and intangible assets |
33,111 | 18,343 | 28,137 | 79,591 |
Notes to and forming part of the Financial Statements
Continued
39 Financial Instruments
Objectives for holding derivative financial instruments
The consolidated entity uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks as approved by the board of directors.
The consolidated entity is primarily exposed to the risk of adverse movements in exchange rates and interest rates. The purpose of which specific derivative instruments are used is as follows:
- Foreign currency forward exchange contracts are purchased predominantly to hedge the foreign currency value of receivables and payables. Forward exchange contracts are purchased throughout the consolidated entity when considered necessary to create a desired hedge position;
- The consolidated entity raises short and long term debt at both fixed and variable rates. Interest rate swap agreements are used to convert variable interest rate exposures on certain debt to fixed rates. These swaps entitle the consolidated entity to receive, or oblige it to pay, the amounts, if any, by which actual interest payments on nominated loan amounts exceed or fall below specified interest amounts; and
Interest Rate Risk Exposures
The consolidated entity is exposed to interest rate risk through primary financial assets and liabilities modified through derivative financial instruments such as interest rate and cross currency swaps. The following table summarises interest rate risk for the consolidated entity together with effective interest rates as at balance date.
Notes to and forming part of the Financial Statements
Continued
$\overline{a}$
| Fixed interest rate maturing in | |||||||
|---|---|---|---|---|---|---|---|
| Floating Rate (a) \$000 |
1 year or less \$000 |
Over 1 year to 5 years \$000 |
Over 5 Years \$000 |
Non- interest Bearing \$000 |
Total \$000 |
Average Interest Rate % |
|
| Financial Instruments (cont.) | |||||||
| June 2005 | |||||||
| Financial Assets | |||||||
| Cash at bank and on hand | 258,528 | 258,528 | 2.10 | ||||
| Trade debtors | ä. | 502,325 | 502,325 | ||||
| Other debtors | $\overline{\phantom{a}}$ | 38,828 | 38,828 | ||||
| Cash deposits | 465,314 | 465,314 | 5.51 | ||||
| Loans to directors and employees | $\overline{a}$ | 11,014 | 11,014 | ||||
| Investment in non controlled entities | $\tilde{\phantom{a}}$ | 4,698 | 4,698 | ||||
| Other financial assets | $\tilde{\phantom{a}}$ | 14,880 | 14,880 | ||||
| 723,842 | $\blacksquare$ | u. | $\tilde{\phantom{a}}$ | 571,745 | 1,295,587 | ||
| Financial Liabilities | |||||||
| Trade creditors | $\blacksquare$ | u. | 146,846 | 146,846 | |||
| Other creditors | ٠ | u | 251,709 | 251,709 | |||
| Bank loans | 459,287 | ×, | 459,287 | 1.82 | |||
| Vendor Ioan | u. | à. | $\ddot{\phantom{0}}$ | ||||
| Bank overdraft | 4,091 | $\blacksquare$ | u | 4,091 | 2.45 | ||
| Senior Unsecured Notes | $\ddot{\phantom{a}}$ | $\ddot{\phantom{a}}$ | 74,791 | 252,434 | á, | 327,225 | 5.66 |
| Deferred consideration | 8,283 | 175,205 | ă, | 183,488 | 4.03 | ||
| Surplus lease space | $\ddot{\phantom{a}}$ | 6,720 | 3,844 | $\tilde{\phantom{a}}$ | a, | 10,564 | |
| Lease liabilities | $\ddot{\phantom{a}}$ | 1,756 | 11,733 | 26,752 | ٠ | 40,241 | 5.95 |
| 463,378 | 16,759 | 265,573 | 279,186 | 398,555 | 1,423,451 | ||
| June 2004 | |||||||
| Financial Assets | |||||||
| Cash at bank and on hand | 112.478 | $\overline{\phantom{a}}$ | 112,478 | 1.14 | |||
| Trade debtors | 495,909 | 495,909 | |||||
| Other debtors | 37,929 | 37,929 | |||||
| Cash deposits | 2,418 | ÷, | 2,418 | 3.00 | |||
| Loans to directors and employees | ä, | 6,489 | 6,489 | ||||
| Investment in non controlled entities | ä, | 3,421 | 3,421 | ||||
| Other financial assets | J. | 4,802 | 4,802 | ||||
| 112.478 | 2.418 | $\overline{a}$ | 548,550 | 663,446 | |||
| Financial Liabilities | |||||||
| Trade creditors | 232,413 | 232,413 | |||||
| Other creditors | 191,861 | 191,861 | |||||
| Swap payable | 34,228 | 34,228 | |||||
| Bank loans | 237,535 | $\overline{a}$ | 237,535 | 1.44 | |||
| Vendor Ioan | 25,776 | L, | 25,776 | 4.75 | |||
| Bank overdraft | 4,553 | ÷, | 4,553 | 0.70 | |||
| Senior Unsecured Notes | 36,237 | 326,134 | 362,371 | 5.66 | |||
| Deferred consideration | ä, | 174,391 | 174,391 | 4.35 | |||
| Surplus lease space | 5,353 | 9,149 | 14,502 | 2.45 | |||
| Lease liabilities | 2,028 | 7,537 | 35,637 | 45,202 | 6.37 | ||
| Interest rate swap* | (134, 647) | 134,647 | $\overline{\phantom{a}}$ | $\overline{a}$ | |||
| 107,441 | 142,028 | 253,090 | 361,771 | 458,502 | 1,322,832 |
* Notional principal amounts
(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.
Notes to and forming part of the Financial Statements
Continued
39 Financial Instruments (cont.)
Foreign Exchange Risk
The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at predetermined exchange rates. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements.
The accounting policy with regard to forward exchange contracts is outlined in Note 1(v).
The following table summarises by currency the Australian dollar value of forward exchange agreements at balance date. Foreign currency amounts are translated at rates prevailing at reporting date. Contracts to buy and sell foreign currencies are entered into from time to time to offset purchase and sale obligations in order to maintain a desired hedge position.
The parent entity and other controlled entities enter into forward contracts to hedge foreign currency receivables from other entities within the group.
These receivables are eliminated on consolidation, however, the hedges are in place to protect the parent entity and other group controlled entities from movements in exchange rates that would give rise to a statement of financial performance impact.
| Average | 2005 | 2004 | ||||
|---|---|---|---|---|---|---|
| Exchange Rate | Buy | Sell | Buy | Sell | ||
| Currency | 2005 | 2004 | \$000 | \$000 | \$000 | \$000 |
| US dollars | ||||||
| 3 months or less | 0.7635 | 0.6903 | 41,721 | (32,780) | 79.026 | (36, 144) |
| Pounds sterling | ||||||
| 3 months or less | 0.4226 | 0.3805 | 59,287 | (24, 392) | 730 | (14, 249) |
| New Zealand dollars | ||||||
| 3 months or less | ||||||
| Euro | ||||||
| 3 months or less | 0.6331 | 0.5704 | 237,724 | (6, 971) | 55,347 | (113, 682) |
| Swiss francs | ||||||
| 3 months or less | 0.9772 | 0.8836 | 38,889 | (243, 624) | 7,922 | (237, 221) |
| 3 to 12 months | $\blacksquare$ | 1.0003 | $\scriptstyle\star$ | (210,000) | ||
| 38.889 | (243, 624) | 7,922 | (447, 221) | |||
| Hungarian Florint | ||||||
| 3 months or less | 156,4300 | 144.7800 | $\blacksquare$ | (522) | (179) | |
| Japanese Yen | ||||||
| 3 months or less | 84.32 | 74.9200 | $\blacksquare$ | (30, 217) | $\overline{\phantom{a}}$ | (17, 722) |
| Swedish Kroner | ||||||
| 3 months or less | 5,9693 | 5.1896 | ۰ | (6,041) | (4, 893) | |
| Mexican Peso | ||||||
| 3 months or less | 8.2654 | 7.9418 | $\overline{\phantom{0}}$ | (8,466) | (8,978) | |
| Brazilian Real | ||||||
| 3 months or less | 1.9605 | 2.2561 | $\overline{\phantom{0}}$ | (3,765) | (3,914) | |
| Argentina Peso | ||||||
| 3 months or less | 2.2081 | ۰ | $\qquad \qquad \blacksquare$ | (5,602) | ||
| Danish Kroner | ||||||
| 3 months or less | 4.7045 | ۰ | ä, | (6, 164) | ||
| Australian dollars | ||||||
| 3 months or less | 0.7387 | 0.8254 | 72,353 | (81, 430) | 296,249 | (2, 292) |
| 3 to 12 months | 1.0003 | 210,000 | ||||
| 72,353 | (81, 430) | 506,249 | (2, 292) | |||
| 449,974 | (449, 974) | 649,274 | (649, 274) |
Notes to and forming part of the Financial Statements
Continued
Financial Instruments (cont.) 39
The consolidated entity is exposed to foreign currency exchange risk through primary financial assets and liabilities.
The following table, expressed in Australian dollars, summarises the foreign exchange risk carried by the consolidated entity as a result of the existence of foreign currency denominated financial assets and liabilities.
| Aust | US\$ | Swiss francs |
Euro | Other | Total | |
|---|---|---|---|---|---|---|
| \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | |
| June 2005 | ||||||
| Financial Assets | ||||||
| Cash assets | 461,169 | 181,792 | 6,957 | 45,021 | 28,903 | 723,842 |
| Trade debtors | 29,438 | 108,545 | 3,471 | 240,243 | 120,628 | 502,325 |
| Other debtors | 6,132 | 26,291 | 1,663 | 3,259 | 1,483 | 38,828 |
| Employee loans | 10,955 | 13 | 46 | 11,014 | ||
| Investment in non controlled entities | 4,698 | 4,698 | ||||
| Other financial assets | 10,615 | 1,742 | 2,523 | 14,880 | ||
| 512,392 | 327,243 | 12,091 | 290,278 | 153,583 | 1,295,587 | |
| Financial Liabilities | ||||||
| Trade creditors | 20,747 | 68,943 | 10,215 | 28,893 | 18,048 | 146,846 |
| Other creditors | 54,105 | 94,109 | 26,281 | 62,692 | 14,522 | 251,709 |
| Bank loans | 163,566 | 205,664 | 90,057 | 459,287 | ||
| Deferred consideration | ٠ | 150,950 | 14,294 | 18,244 | 183,488 | |
| Senior Unsecured Notes | 327,225 | 327,225 | ||||
| Surplus lease space | 10,366 | 198 | 10,564 | |||
| Lease liabilities | 37,988 | 2,253 | 40,241 | |||
| Bank overdrafts | 4,067 | 24 | 4,091 | |||
| 74,852 | 655,660 | 214,356 | 335,459 | 143,124 | 1,423,451 | |
| June 2004 | ||||||
| Financial Assets | ||||||
| Cash assets | 12,189 | 56,705 | 3,027 | 27,587 | 15,388 | 114,896 |
| Trade debtors | 32,237 | 162,838 | 5,010 | 253,118 | 42,706 | 495,909 |
| Other debtors | 8,683 | 22,002 | 3,181 | 1,444 | 2,619 | 37,929 |
| Employee loans | 6,261 | 200 | 28 | 6,489 | ||
| Investment in non controlled entities | 3,421 | 3,421 | ||||
| Other financial assets | 894 | 3,908 | 4,802 | |||
| 62,791 | 241,545 | 11,218 | 283,243 | 64,649 | 663,446 | |
| Financial Liabilities | ||||||
| Trade creditors | 22,344 | 95,181 | 15,237 | 87,276 | 12,375 | 232,413 |
| Other creditors | 26,457 | 80,190 | 11,432 | 65,181 | 8,601 | 191,861 |
| Swap payable | ÷ | 34,228 | 34,228 | |||
| Bank loans | 151 | 183,297 | 52,724 | 1,363 | 237,535 | |
| Vendor Ioan | 25,776 | 25,776 | ||||
| Deferred consideration | 158,146 | 16,245 | 174,391 | |||
| Senior Unsecured Notes | 362,371 | 362,371 | ||||
| Surplus lease space | 14,502 | 14,502 | ||||
| Lease liabilities | 44,004 | 1,198 | 45,202 | |||
| Bank overdrafts | 4,553 | 4,553 | ||||
| 48,952 | 714,943 | 286,215 | 249,185 | 23,537 | 1,322,832 |
Notes to and forming part of the Financial Statements
Continued
Financial Instruments (cont.) $20$
Credit Risk
Credit risk represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be exchanged under derivatives or to be received from financial instruments. The consolidated entity, while exposed to credit related losses in the event of non-performance by counterparties to financial instruments, does not expect any counterparties to fail to meet their obligations.
The maximum exposure to credit risk at balance date to recognised financial assets is the carrying amount, net of any provision for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements.
The consolidated entity minimises concentrations of credit risks by undertaking transactions with a large number of debtors in various countries.
The major geographic concentrations of credit risk arise from the location of counterparties to the consolidated entity's financial assets as shown in the following table:
| 2005 | 2004 | |
|---|---|---|
| Location of Credit Risk | \$000 | \$000 |
| Australia | 513.417 | 57.814 |
| USA | 293,126 | 221,827 |
| Europe | 353,629 | 335,828 |
| Other | 135.415 | 47.977 |
| 1,295,587 | 663.446 |
Net Fair Values of Financial Assets and Liabilities
The carrying amounts and estimated net fair values of financial assets and financial liabilities held at balance date are given below. The following methods and assumptions are used to determine the net fair values of financial assets and liabilities.
Recognised financial instruments
Short term instruments where carrying amounts approximate net fair values are omitted. The net fair value of a financial asset or a financial liability is the amount at which the assets could be exchanged, or a liability settled in a current transaction between willing parties after allowing for transaction costs.
Unrecognised financial instruments
The fair value of the interest rate swap contracts in the prior year was determined as the difference in present value of the future interest cash flows.
| Consolidated Entity | ||||
|---|---|---|---|---|
| 2005 | 2004 | |||
| Carrying amount \$000 |
Fair value \$000 |
Carrying amount \$000 |
Fair value \$000 |
|
| Financial Assets | ||||
| Investments in non-controlled entities | 4,698 | 4,698 | 3,421 | 3,421 |
| Other financial assets | 14,880 | 14,880 | 4.802 | 4,802 |
| Loans to specified directors | 941 | 941 | 1,882 | 1,882 |
| Loans to specified executives | 5,041 | 5,041 | 1,930 | 1,930 |
| Loans to other employees | 5,032 | 5,032 | 2,677 | 2,677 |
| Financial Liabilities | ||||
| Short term debt | 6,858 | 6,858 | 7.944 | 7.944 |
| Long term debt | 823,986 | 823,986 | 641.717 | 641,717 |
| Deferred consideration | 183,488 | 183,488 | 174,391 | 174,391 |
| Surplus lease space | 10,564 | 10,564 | 14,502 | 14,502 |
| Swap payable | 34.228 | 30,062 | ||
| Vendor loans | 25,776 | 25,776 | ||
| Derivatives | ||||
| Interest rate swaps | ٠ | $\overline{\phantom{a}}$ | (4,777) |
Notes to and forming part of the Financial Statements
Continued
Adoption of International Financial Reporting Standards 40
This financial report has been prepared in accordance with Australian Accounting Standards and other current financial reporting requirements (AGAAP). The Australian Accounting Standards Board (AASB) is adopting International Financial Reporting Standards for application to reporting periods beginning on or after 1 January 2005. This means that the CSL Group will be required to prepare financial statements for the year ending 30 June 2006 that comply with Australian equivalents of International Financial Reporting Standards (AIFRS) and their related pronouncements as issued and recognised by the AASB.
The CSL Group will report its compliance with AIFRS for the first time for the half-year ended 31 December 2005. The transitional rules for the first time adoption of AIFRS require that entities restate their comparative financial statements using all AIFRSs, except for AASB 132 Financial Instruments: Disclosure and Presentation and AASB 139 Financial Instruments: Recognition and Measurement.
The majority of the adjustments required on transition are required to be made to opening retained earnings in the opening AIFRS balance sheet as at 1 July 2004. However, transitional adjustments relating to those standards where comparatives are not required will be made to opening retained earnings at 1 July 2005. Comparatives restated under AIFRS will not be reported in the financial statements until 31 December 2005, being the first half-year reported in compliance with AIFRS.
The CSL Group established a formal AIFRS Steering Committee in 2003 to plan and manage the convergence to AIFRS, monitor the developments in AIFRS and ensure it is prepared to report under AIFRS in accordance with the timeline outlined above. The AIFRS Steering Committee includes senior members of management, is monitored by the Group Finance Director and reports to the Audit and Risk Management Committee on the progress towards transition.
The project has been separated into four phases - impact analysis, design and planning, solution development and implementation. The CSL Group has substantially completed the implementation phase with the earlier three phases being fully completed during the year. The project is achieving its scheduled milestones and we expect to be in a position to fully comply with the requirements of AIFRS as they are currently issued.
Although the adjustments disclosed in this note are based on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change. The actual adjustments on transition to AIFRS may differ from those disclosed for a number of reasons; for example, the AASB issuing amended or additional standards or interpretations, the ongoing work of the AIFRS project team or emerging accepted practice in the interpretations and application of AIFRS and UIG interpretations.
The following reconciliations set out the known or reliably estimable impacts on the financial statements for the year ended 30 June 2005 had it been prepared under the AIFRS standards released as at 30 June 2005. Until the company prepares its first full AIFRS financial statements, the possibility cannot be excluded that the accompanying disclosures may have to be adjusted.
There is no impact on cash flows.
Reconciliation of net profit
| Consolidated | Parent | ||
|---|---|---|---|
| Note | Entity | Entity | |
| 2005 \$000 |
2005 \$000 |
||
| Net profit (AGAAP) | 546,518 | 60,759 | |
| Amortisation expense | Ħ | 45.564 | |
| Employee benefits expense | ίü | 30.125 | |
| Profit on sale of business unit | vii | 9.048 | |
| Share-based payments expense | i٧ | (2, 294) | (2, 294) |
| Other revenue - government grants | ٧i | (2.460) | (2,460) |
| Income tax expense | ۷ | (137.786) | |
| Net profit (AIFRS)* | 488.715 | 56,005 |
* - There is no impact on the reported cash flow for the year.
Reconciliation of net assets
| Net assets (AGAAP) Goodwill |
ï | 2,074,512 42.290 |
1,495,504 |
|---|---|---|---|
| Deferred income | ۷i | (2.960) | (2,960) |
| Provision for employee benefits | ίü | (12, 942) | $\sim$ |
| Deferred tax liability | v | (48.152) | $\mathbf{r}$ |
| Net assets (AIFRS) | 2.052.748 | 1.492.544 |
Notes to and forming part of the Financial Statements
Continued
Adoption of International Financial Reporting Standards (cont.) 40
Reconciliation of equity
| Note | Consolidated Entity |
Parent Entity |
|
|---|---|---|---|
| 2005 \$000 |
2005 \$000 |
||
| Total equity (AGAAP) | 2,074.512 | 1.495.504 | |
| Retained profits - opening | iii, iv, v, vi, viii, ix | 153,611 | 21,384 |
| Retained profits - current profit | (57, 803) | (4.754) | |
| Retained profits - other movements | ili, vil | (33, 367) | |
| Foreign currency translation reserve | ii, iii, v, viii | (64, 615) | |
| Asset revaluation reserve | íχ | (22.824) | (22, 824) |
| Share-based payments reserve | í٧ | 3.234 | 3,234 |
| Net equity (AIFRS) | 2,052,748 | 1,492,544 |
The following explanatory notes relate to the reconciliations above and describe the differences between the accounting policies under AIFRS and the current treatment under AGAAP:
i) Impairment of Assets
Under AGAAP, the CSL Group determines the recoverable amount of its assets on the basis of discounted cash flows.
On the adoption of the AIFRS standard AASB 136 Impairment of Assets, the recoverable amount of an asset is determined as the higher of its net selling price and value in use.
The CSL Group's assets including goodwill have been tested for impairment on transition to AIFRS and at 30 June 2005 as part of the cash generating unit to which they belong. Based on the tests performed at the lowest level of cash generating units, there is no impairment of assets under the AIFRS requirements.
ii) Goodwill
Under AGAAP goodwill is amortised on a straight line basis over the period during which the benefits are expected to arise, not exceeding 20 years, and is subject to a bi-annual recoverable amounts review.
On the adoption of the AIFRS standard AASB 3 Business Combinations, goodwill acquired in a business combination will not be amortised, instead it will be subject to annual impairment testing focussing on the cash flows of related cash generating units. If AASB 3 had been applied on the date of transition to AIFRS (1 July 2004), the carrying amount of consolidated goodwill at this date would be unchanged as the CSL Group has elected not to apply the standard retrospectively to past acquisitions. There was no impairment to goodwill at this date.
If AASB 3 had been applied during the year ended 30 June 2005, the consolidated entity's profit before tax for the year would have been \$45,564,000 higher. Consolidated goodwill at 30 June 2005 would have been \$42,290,000 higher due to no amortisation and taking into account foreign exchange movements. There was no impairment to goodwill at 30 June 2005.
There would have been no impact on the parent entity's financial statements on the adoption of AASB 3.
Notes to and forming part of the Financial Statements
Continued
40 Adoption of International Financial Reporting Standards (cont.)
iii) Employee Benefits
Under AGAAP, contributions to defined benefit superannuation plans and other retirement benefits that CSL Group sponsors are expensed in the vear they are paid or become payable. In addition, when a plan is in a net deficit position, a provision is recognised by the consolidated entity for the amount of the net deficit.
On the adoption of the AIFRS standard AASB 119 Employee Benefits, the CSL Group will be required to recognise the net position of each scheme, including any net surpluses in funds, based on actuarial valuations on the statement of financial position. Subsequent movements in the net asset or liability of each plan are recognised in either the statement of financial performance or retained earnings. Actuarial gains and losses are recognised directly in retained earnings.
If AASB 119 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity's provision for employee benefits would have been \$20,394,000 higher at this date, with a corresponding decrease in retained earnings.
If AASB 119 had been applied during the year ended 30 June 2005, the consolidated entity's profit before tax for the year ended 30 June 2005 would have been \$30,125,000 higher as a result of decreased employee benefits expense. The higher profit under AIFRS is primarily due to actuarial losses in plans for the year being taken directly to retained earnings under AASB 119 and the additional liabilities recognised at transition date. The provision for employee benefits at 30 June 2005 for the consolidated entity would have been \$12,942,000 higher due to the above and taking into account foreign exchange movements.
There would have been no material impact on the parent entity's financial statements on the adoption of AASB 119.
iv) Share-based Payments
Under AGAAP, the CSL Group does not recognise an expense for options or performance rights issued under the current plans (for further information on share plans refer to note 28).
On the adoption of the AIFRS standard AASB 2 Share-based Payments, the CSL Group will be required to recognise an expense for all share-based remuneration issued after 7 November 2002 which had not vested by 1 January 2005. The expense is based on the fair value of the equity instruments issued at the grant date and is recognised on a pro-rata basis over the vesting period in the statement of financial performance with a corresponding adjustment to share-based payments reserve within equity.
If AASB 2 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity and the parent entity would create a share-based payments reserve within the equity section of the statement of financial position for \$940,000, with a corresponding decrease in retained earnings.
If AASB 2 had been applied during the year ended 30 June 2005, the consolidated and parent entity's profits before tax would have been \$2,294,000 lower due to increased employee benefits expense. The consolidated and parent entity's share-based payments reserve at 30 June 2005 would have been \$3,234,000.
Notes to and forming part of the Financial Statements
Continued
40 Adoption of International Financial Reporting Standards (cont.)
v) Income Taxes
Under AGAAP, tax effect accounting is applied using the liability method whereby income tax is calculated on accounting profit after allowing for permanent differences.
On the adoption of the AIFRS standard AASB 112 Income Taxes the "balance sheet" approach for accounting for income taxes will be adopted by the CSL Group. The new approach recognises deferred tax balances in the statement of financial position when there is a difference between the carrying value of an asset or liability and its tax base.
If AASB 112 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity's net deferred tax asset would have been \$98,085,000 higher at this date, with a corresponding increase in retained earnings.
If AASB 112 had been applied during the year ended 30 June 2005, the consolidated entity's tax expense would have been \$137,786,000 higher. The consolidated entities net deferred tax liability would have been \$48,152,000 higher at 30 June 2005 due to the above and taking into account foreign exchange movements.
These differences take into consideration the numerous tax jurisdictions in which the group operates and the implications of the fair value accounting at the date of acquisition of Aventis Behring. The increase in the net deferred tax asset at the transition date is primarily due to AASB 112 requiring the CSL Group to recognise a deferred tax asset in respect of the unrealised portion of the discount on acquisition and other fair value adjustments from the Aventis Behring acquisition that remain in the balance sheet at the date of transition. The subsequent movement to a net deferred tax liability under AIFRS at 30 June 2005 is primarily due to this deferred tax asset decreasing and flowing through the tax expense line as the assets to which the fair value and discount relate are realised. Such a deferred tax asset is not recognised under current AGAAP requirements.
It should also be noted that the above change in approach has no impact on cash taxes payable.
There is no material impact on the parent entity's financial statements on the adoption of AASB 112.
vi) Government Grants
Under AGAAP, Government grants are recognised immediately as revenue when the fair value of the grant can be reliably measured and it is probable that future economic benefits will be received.
On the adoption of the AIFRS standard AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, where government grants are provided for the acquisition or construction of a long-term asset, the amount of the grant is required to be deferred. The grant is then recognised as income over the periods necessary to match the grant with the related costs that are intended to be compensated.
If AASB 120 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity and the parent entity's deferred income liability would increase by \$500,000, with a corresponding decrease in retained earnings.
If AASB 120 had been applied during the year ended 30 June 2005, the consolidated and parent entity's profits before tax would have been \$2,460,000 lower, with a corresponding increase in deferred income liability. The deferred income liability would have been \$2,960,000 at 30 June 2005. The release of the deferred income is matched with the depreciation period of the related asset.
vii) Profit on sale of business unit
Under AGAAP, when a business unit is disposed of, the portion of the foreign currency translation reserve that related to the business unit is transferred from that reserve to retained earnings.
On the adoption of the AIFRS standard AASB 121 The Effects of Changes in Foreign Exchange Rates, on disposal of a business unit, the portion of the balance of the foreign currency translation reserve which relates to the unit being disposed must be recognised in the profit and loss account as part of the gain or loss on disposal.
If AASB 121 had been applied during the year ended 30 June 2005 (and taking into account the exemption noted below), the consolidated entity's profit before tax would have been \$9,048,000 higher due to a higher profit on the disposal of the JRH business unit.
There is no impact on the parent entity's financial statements on the adoption of AASB 120.
Notes to and forming part of the Financial Statements
Continued
40 Adoption of International Financial Reporting Standards (cont.)
viii) Foreign currency translation reserve: cumulative translation differences
On the initial application of AIFRS, the Group has elected to apply the exemption in AASB 1 First time Adoption of Australian Equivalents to International Financial Reporting Standards relating to the balance of the foreign currency translation reserve. The cumulative translation differences for all foreign operations represented in the foreign currency translation reserve will be deemed to be zero at the date of transition to AIFRS.
As a result of this exemption, the balance of the consolidated entity's foreign currency translation reserve at the date of transition (1 July 2004) of \$54,536,000 will be transferred to retained earnings. As a result of this transfer, the consolidated entities foreign currency translation reserve will decrease and retained earnings will increase by \$54,536,000 at 30 June 2005. The effect of the current years other AIFRS movements increase the foreign currency translation reserve at 30 June 2005 by an additional \$10,079,000.
There is no impact on the parent entity's financial statements from the election of this exemption.
ix) Land and Buildings
On the initial application of AIFRS, the Group has elected to apply the exemption in AASB 1 First time Adoption of Australian Equivalents to International Financial Reporting Standards and use a previous AGAAP revaluation of land and buildings as the deemed cost.
As a result of this exemption, the balance of the consolidated and parent entity's asset revaluation reserve will be transferred to retained earnings at the date of transition (1 July 2004), resulting in an increase of \$22,824,000 and leaving the asset revaluation reserve balance at zero.
x) Financial Instruments
The CSL Group will be taking advantage of the exemption under AASB 1 to apply AASB 132 Financial Instruments: Disclosure and Presentation and AASB 139 Financial Instruments: Recognition and Measurement only from 1 July 2005. This allows the group to apply previous AGAAP to comparative information of financial instruments within the scope of AASB 132 and AASB 139 for the 30 June 2006 financial report.
The application of AASB 132 and AASB 139 will not have a material impact on the CSL Group. The current classification of financial instruments issued by entities in the consolidated entity would not change. Measurement of financial assets and financial liabilities will initially be at fair value with subsequent measurement at amortised cost using the effective interest rate method. For hedges of net investments, the CSL Group has in place appropriate documentation at 1 July 2005 which designates the risk being hedged, hedged item, hedging instrument and specific requirements for the prospective and retrospective testing for hedges of net investments for the year ended 30 June 2006. The resulting accounting treatment will be consistent with the current AGAAP treatment. All derivative financial instruments will be designated as fair value through profit or loss unless designated as part of a hedging relationship upon initial recognition.
- (1) In the opinion of the Directors:
- (a) the financial report, and the additional disclosures included in the directors' report designated as audited, of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2005 $(i)$ and of their performance for the year ended on that date; and
- (ii) complying with Accounting Standards and Corporations Regulations 2001; and
- (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
- (2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2005.
- (3) In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee dated 20 June 1995.
Made in accordance with a resolution of the directors.
Peter H Wade Chairman
Brian A McNamee Managing Director
Melbourne Dated
EII FRNST & YOU INC
■ 120 Collins Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001
Tel 61 3 9288 8000 Fax: 61.3.9654.6166
DX: 293.Melbourne
Independent audit report to members of CSL Limited
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for CSL Limited (the company) and the consolidated entity, for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.
The directors of the company are responsible for preparing a financial report and the additional disclosures, including the Director Remuneration and Specified Executive Remuneration disclosures included in the directors' report designated as audited ('additional disclosures') that gives a true and fair view of the financial position and performance of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report and the additional disclosures.
Audit approach
We conducted an independent audit of the financial report and the additional disclosures in order to express an opinion on them to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report and the additional disclosures are free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial report and the additional disclosures present fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and the additional disclosures; and
- assessing the appropriateness of the accounting policies and disclosures used and the $\bullet$ reasonableness of significant accounting estimates made by the directors.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report and the additional disclosures. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.
Independence
We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor's Independence Declaration, a copy of which is included in the directors' report. In addition to our audit of the financial report and the additional disclosures, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.
Audit Opinion
In our opinion, the financial report and the additional disclosures included in the directors' report designated as audited of CSL Limited are in accordance with:
- $(a)$ the Corporations Act 2001, including:
- giving a true and fair view of the financial position of CSL Limited and the consolidated $(i)$ entity at 30 June 2005 and of their performance for the year ended on that date; and
- $(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
$(b)$ other mandatory financial reporting requirements in Australia.
Ent & Yong
Ernst & Young
Wing
Ivan Wingreen Partner Melbourne 24 August 2005

Biopharmaceuticals for Life"
CSL Limitéd 2004/2005 Full Year Result 24 August 2005
"First Stage Complete"
Disclaimer
Forward looking statements
The forward looking statements included in these materials involve subjective judgment and analysis and are subject to significant uncertainties, risks, and contingencies, many of which are outside the control of, and are unknown to, CSL. In particular, they speak only as of the date of these materials, they assume the success of CSL's business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks.
No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement by any person (including CSL). In particular, no representation, warranty or assurance (express or implied) is given in relation to any underlying assumption or that any forward looking statement will be achieved. Actual future events may vary materially from the forward looking statements and the assumptions on which the forward looking statements are based. Given these uncertainties, readers are cautioned to not place undue reliance on such forward looking statements.
Subject to any continuing obligations under applicable law or any relevant listing rules of the ASX, CSL disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in these materials to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in these materials shall under any circumstances create an implication that there has been no change in the affairs of CSL since the date of these materials.

Highlights
NPAT up 149% Operating cashflow flow up 174% EPS up 126% Final dividend 30cps + special 10cps
Capital management initiatives Sale of JRH Biosciences
HPV cross licence settlement
ZLB Behring integration substantially complete US market improving Influenza vaccine facility expansion Plasma Products Agreement
Reported Results




Rinnharmareuticals for l
Enancial Performance
| Reported ASM |
Continuing Operations (1) A\$M |
Change 04/05 |
|
|---|---|---|---|
| Revenues | 3,253 | 2,653 | 77% |
| EBITDA | 837 | 529 | 128% |
| EBIT | 666 | 361 | 194% |
| NPAT (Pre G/W) | 584 | 317 | 103% |
| EPS | 2.79 | 1.62 | 86% |
| CFO | 568 | ||
| DPS Ordinary | 47c | ||
| DPS Special |
10c |

(1) Includes adjustments for the sale, revenue and contribution of JRH and Animal Health in 2004 & 2005
Profit Growth


Capital Management


Stronger Balance Sheet
Net Debt / Net Debt + Equity


Human Health Business Unit Performance
- ZLB Behring
- Other Pharmaceutical
- CSL Bioplasma
- R&D innovation

ZLB Behring
Sales A\$2,195m (US\$1,656m)
EBITA A\$366m
Integration substantially complete
- Operating assets aligned to centre of excellence model
- . IVIG yield synergies regulatory approval for transfer
- Gammar phase out until first quarter calendar 2006
- Global Commercial Operations consolidated
- Global performance management system in place,
- incentives aligned with company performance
- Moderate throughput increase in line with inventory reduction
Strong Helixate sales US IVIG pricing environment improving

ZLB Behring Strategy
Strategy
Broad Product Portfolio $&$ Continuing Innovation
Low Cost High Yield Manufacturing
Balancing Cashflow $\&$ Market Demands
Maximising Profitable Litres
Global Marketing Reach
Update Managing plasma throughput to match:
-
Run down in inventory benefit
-
Reduction of inventory levels
Infra-marginal products growth
- Zemaira
– Demand
- Critical Care (Haemostatics)

ZLBB FY2005 Sales - Therapy Group

Rinnframnaceuticals for I
Broad portfolio of products
ZLB Behring - Market Conditions
Humate / Haemate $(VWF)$
- Major use $-$ vWF and FVIII inhibitor patients
- Not subject to rFVIII cannibalisation
- Low single digit volume growth
- Pricing stable
- US orphan drug status ends March 2006
Beriate / Monoclate $(pdFVIII)$
-
Beriate a mature product, prices and volumes steady in Europe
-
Expect to maintain volumes and prices going forward
- Monoclate is a 'service product' with sales declining
Helixate $(rFVIII)$
- Prices steady
- Strong volume growth
- Expect continued price stability with volume growth of $~10\%$ over the next 12 months

ZLB Behring - Market Conditions
Carimune $(IVIG - US)$
- Average Sales Prices increasing
- currently ~US\$39
- Expect further modest price growth
- Underlying market demand $~5\%$
- No shortages overall
- Some difficulty with obtaining desired brands
AlbRx (Albumin)
- Prices & volumes improving
- Expect some price growth in medium term
- US industry inventories tightening
Zemaira $(A$ |pha-1)
- Good patient growth off low base

ZLB Behring R&D - IgG Pipeline
Vivaglobin $(EU)$
12% Liquid $(EU)$
Vivaglobin $(US)$
12% Liquid $(US)$
Chromatographic 10% Liquid
Approved in 12 EU countries
Approved in 8 EU countries

BLA submitted October 2004 Responses to FDA questions submitted July 2005
BLA submission planned end 2005
Completion of trials expected 1H06 EU & US submissions planned late 200t


Estimated submission & approval timings by calendar year
Ranulatoru raviaw timatrama may taka considarabla tima and is difficult to pradict
ZLB Behring R&D
• Coagulation
- Humate-P / Haemate NexGen
- Infusion volume reduced approved Germany, other EU and USA approval anticipated within 6 months
- Critical Care
- Berinert P
- Studies commenced for US distribution approval
- Beriplex
- EU expansion trials
- Immunology
- Guillain-Barre Syndrome
- FDA review commenced for Carimune label claim

Industry Observations
Industry restructuring $\bullet$
- $-$ ARC exit
- Bayer sale
• Supply / demand dynamic closer to equilibrium
- ZLB Behring recalibrating throughput post inventory run down
Managing European volumes and ARC exit towards a
higher level of self sufficiency
US Medicare Modernisation Act transition

ZLB Behring - Outlook
- Outlook for 2006
- US\$ sales growth approx. 5%
- Helixate volume growth approx. 10%
- IVIG volume steady
• Operational efficiencies, synergies and market conditions underpin CSL Group EBITA growth

CSL Bioplasma
Sales \$208m (+17%)
- Australian business
- · Plasma Products Agreement now in place
-
rFVIII policy
-
Impact on pdFVIII & pdFIX sales
Kogenate distribution agreement in place ahead of Government tender process
Asian business
- Integration complete
- Strong demand for ZLB Behring Albumin in China
- \$35m sales

Pharmaceutical
- Sales \$205m
- · Sales steady compared with 2004
- . Boosted by additional sale of Fluvax
- Expanded influenza vaccine facility
- Only facility of its kind in the southern hemisphere
- Opportunity to expand presence in northern hemisphere markets
- Capacity Approx. 15 20m doses

Pharma - Pandemic Preparedness
- Facilities and resources in place to provide pandemic vaccines for Australia • signing of 3yr contract with Govt. for
- influenza pandemic preparedness
- · Pandemic prototype vaccine trials brought forward by 18 months

Human Health - Other
- Outlook for 2006
- · Sales decline
- Impact of new plasma products agreement (PPA)
- Normalisation of Fluvax and Pneumovax volumes
- Generic competition for Tramal
- Contribution decline ~\$20m
- Sales decline
- Pre-launch activities ahead of new vaccines
- Increasing R&D innovation spend

R&D Highlights
NDV
- Merck foreshadowing 2nd half 2005 filing
- Cross Licensing settlement with GSK & Merck
- CSL HPV 16 Therapeutic proof-of-principle study start late this financial year
ISCOMATRIX® adjuvant - Broad commercialisation progress
THDL
Acute Coronary Syndrome - Phase 2b - patented formulation
• Eye Disease
- US patent for ophthalmic delivery
- Pre-clinical testing

ISCOMATRIX®
- Licence and option agreement with Merck for CSL's ISCOMATRIX® adjuvant
- Use in a range of Merck's investigational vaccine products
- Financial terms negotiated
- Payments event and sales driven
- CSL to exclusively supply Merck's ISCOMATRIX requirements for development and
commercialisation
• Australian distribution rights for some vaccines

Financial Detail

Financial Health

Shareholder Return
Capital Raising to acquire Aventis Behring
| $\mathcal{S}m$ | ||
|---|---|---|
| Institutional | 438 | |
| Retail | 111 MONTHERN PROPERTY |
549 ,,,,,,,,,,,,,,, |
| Capital Management Sm | ||
|---|---|---|
| Buyback Mk I | 318 | |
| Buyback Mk II* | 280 | 598 |
Special Dividend
10 cents

Continuing Operations - NPAT* Growth

iite
Rinnframnaceuticals for L
Continuing Operations - EBITA Growth


Aventis Behring Acquisition Metrics
- Synergies from profit improvement initiatives to exceed US\$100m - later updated to US\$130m -US\$150m
- Earnings enhanced by Discount on Inventory of US\$205m
- Cash flow benefit from reduction in inventory of US\$180m over first fifteen months
- ZLB Behring ROCE to reach 15% by year three
- EPS accretion in excess of 10% relative to 2002/2003





Operational Efficiency / Synergy Replacing Inventory Benefit


Generating additional income tax cash and expense of US\$50
ZLB Behring - Inventory




Successful Inventory Reduction
Working Capital Management
- Cash flow from operations \$568m (LYR \$207m)
- One off reduction in acquired inventory ~ \$200m
| - Working capital | 2005 | 2004 |
|---|---|---|
| • Inventory turns | 1.66 | 0.79 |
| • Days Debtors | 66.2 | 109.5 |
| - Financial leverage | ||
| • Net debt | 301 | 749 |
| • Interest cover (times) | 27.3 | 18.9 |
| • Net debt to net debt plus equity | 12.7% | $26.5\%$ |

Franking Credits
- Final Dividend 30 cps + 10c special
- Total for year 57cps, LYR 38cps
- Increased proportion of earnings offshore
- Increased level of R&D investment in Australia
- Dividends from 2005/06 earnings not significantly franked
- HPV royalty income will improve franking position on successful launch in US and EU

Tax
-
Effective tax rate year ended 30.06.05 - 15%
-
18% after adjusting for sale of JRH
- 2005/06 effective rate impacted by
- Replacement of discount on inventory with taxable synergies
- One off AIFRS adjustment
- Multiple tax jurisdictions between 12 & 42%
- Estimated 2005/06 effective tax rate between 30 $8.35\%$
- Includes one-off \$33m non-cash AIFRS adjustment arising from the treatment of the residual discount on acquisition of Aventis Behring
Rinnframnand stinale for l
AIFRS
International Financial Reporting Standards applies from 1 July 2005.
Key impacts
- Goodwill no amortisation of acquired goodwill but subject to annual impairment testing.
- Share based payments
- Tax recognition of deferred tax assets on unrealsed portion of discount on acquisition.
- One off impact year ending June 2006
- No cash impact
- Cashflow no material impact
- R&D continue to expense all R&D
- Detailed analysis included in the Annual Report

AIFRS
Reconciliation of 2005 Net Profit
Net profit (AGAAP) Amortisation expense Employee benefit expense Profit on sale of business unit Share based payment expense Other revenue - Govt. grants Income tax expense Net profit (AIFRS)
ASm 546.5 45.6 30.1 9.0 $(2.3)$ $(2.5)$ $(137.8)$ 488.7

Group Outlook
Financial Outlook FY2006(1) B
- Sales revenue maintained in 2006
- R&D increasing approx. 5%
- Effective tax rate between 30 & 35%
- $-$ EBITA growth approx. 10%
- EPS from continuing operations (NPAT pre-goodwill) up approx. $10\%$
- Driven by operations and capital management
- Excludes IFRS tax adjustments (approx. \$33m)
- 2005/06 dividends not significantly franked
- FY2006 outlook subject to currency fluctuation and $\bullet$ material price movements in core plasma products
1 Comparative year of FY2005 excludes JRH sale and earnings contribution FY2006 adjusted for a one off non cash tax expense of \$33m arising from transition to AIFRS

The Phased Development of CSL Limited

Rinnfrærnare stirale for l
Appendix

Group Results
| Full year ended June | 2005 $\mathbf{Sm}$ |
2004 $\mathbf{Sm}$ |
|---|---|---|
| Sales | 2,749.9 1,650.2 | |
| Other Revenue | 503.0 | 185.5 |
| Total Revenue | 3,252.9 1,835.7 | |
| Earnings before Interest, Tax, Depreciation & | ||
| Amortisation* | 837.0 | 398.8 |
| Depreciation/Amortisation | 170.7 | 130.0 |
| Net Interest Expense | 24.4 | 14.2 |
| Tax Expense | 95.4 | 35.0 |
| Net Profit from Ordinary Activities | 546.5 | 219.6 |
| Total Dividends (cents) | 57 | 38 |
| Final Dividend (cents) | 30 | 26 |
| Special Dividend | 10 | |
| EPS diluted (cents) | 277.5 | 122.8 |
| EPS after tax before Goodwill Amortisation (cents) | 298.0 | 146.8 |

Growth in Continuing Operations
| Full year ended June | 2005 | 2004 | |
|---|---|---|---|
| $\mathbf{Sm}$ | $\mathbf{Sm}$ | ||
| Reported NPAT | 546.5 | 219.6 | 149% |
| JRH sale | (249.6) | ||
| Animal Health sale | (75.3) | ||
| NPAT pre business unit sale | 296.9 | 144.3 | 106% |
| JRH contribution | (17.8) | (26.8) | |
| Animal Health contribution | (3.6) | ||
| Continuing operations NPAT | 279.1 | 113.9 | 145% |
| Goodwill tax effected | 37.6 | 42.0 | |
| Continuing operations NPAT pre goodwill | 316.7 | 155.9 | 103% |
| Reported NPAT pre goodwill | 584.1 | 261.6 | 123% |
| Weighted Ave shares | 196.0 | 178.8 | 104% |
| Continuing operations NPAT pre goodwill EPS | 1.62 | 0.87 | 86% |

JRH
-Sale of JRH
- Net proceeds \$458m
- · Book value \$179m
- Estimated after tax \$250m
- FY2005 operations
- 8 month contribution to March 2005
- $-$ Sales \$141m
- EBITDA \$29m, NPAT \$18m
- Combined impact of BU sale and Operations on FY2005 NPAT - \$268m
