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CSL Ltd. — Annual Report 2007
Aug 21, 2007
17854_rns_2007-08-21_205caf4d-6c29-4061-a986-2ca7379aa349.pdf
Annual Report
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22 August 2007
The Company Announcements Office Australian Stock Exchange Limited Level 45, South Tower Rialto 525 Collins St MELBOURNE VIC 3000
Dear Sir/Madam,
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.
Sincerely,
Peter Turvey Company Secretary
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For immediate release 22 August 2007
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Full Year Result Strong profit - up 54%[1] to $539 million Strong growth set to continue in 2007/08 Share buyback announced approximately 4.5% of share capital Share split 3:1 announced
CSL Limited today announced its operating result for the full year ended 30 June 2007.
HIGHLIGHTS
Financial
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Net profit after tax was $539 million, up 54%[1] when compared to the previous year’s profit from operating activities;
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Excluding the settlement of $18 million with Sanofi in FY2007, arising from the acquisition of Aventis Behring, net profit after tax was $521 million, up 48%;
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Total revenue of $3.3 billion, up 14%;
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GARDASIL[®] royalty of $86 million;
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GARDASIL[®] – Australian sales $100 million;
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CSL Behring EBITDA margin up from 24% to 31%;
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Research and Development expenditure of $191 million up 19%;
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Net operating cash flow of $481 million;
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Earnings per share of $2.95, up 53% when compared to the previous year’s earnings per share from continuing operations;
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Final dividend up 38% to 55 cents per share, franked at 50%, payable on 12 October 2007. Total ordinary dividends for the year were 104 cents per share up 53% on the previous year;
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Announcement of intention to conduct an on market share buyback of approximately 4.5% of share capital; and
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Announcement of intention to seek shareholder approval for a 3:1 share split.
Operational
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Strong global demand for plasma therapies continues;
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Successful first full year of GARDASIL[®] rollout by Merck & Co, Inc (Merck);
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Commonwealth Government funding of GARDASIL[®] in Australia and commencement of vaccination programs;
1 Excludes the provision for the contingent payment arising from the acquisition of Aventis Behring included in FY2006.
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22 August 2007
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Extension of Helixate[®] supply contract with Bayer from 2009 to 2017 and final settlement with Sanofi Aventis arising from the acquisition of Aventis Behring in 2004;
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Privigen[™] (10% liquid intravenous immunoglobulin) approved by the US Food and Drug Administration (FDA);
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Influenza biologics license application accepted by US FDA for expedited review;
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Acquisition of CytoGam[®] , a specialty immunoglobulin indicated for the prevention of cytomegalovirus associated with organ transplantation;
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Acquisition and integration of Zenyth Therapeutics Limited providing a portfolio of research programs in cancer, immunology and inflammation. The acquisition strengthens CSL’s research investment in monoclonal antibody technology;
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License and option agreement with Wyeth for ISCOMATRIX[®] adjuvant technology and the expansion of an existing agreement with Merck & Co, Inc;
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US FDA approval for second indication for Rhophylac[®] for the treatment of immune thrombocytopenic purpura;
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Successful completion of clinical trials of the prototype pandemic influenza vaccine. An application for registration has been lodged with the Australian Therapeutic Goods Administration; and
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Favourable decision of the US Court of Appeals for the Federal Circuit awarding Professor Ian Frazer and Dr Jian Zhou priority for the CSL/University of Queensland US patent licensed to Merck and GlaxoSmithKline.
Dr McNamee, CSL’s Managing Director said, “2007 has been a record year for CSL. Strong financial results, new products approved and growth initiatives announced.
“The very successful rollout by our licensee Merck of their cervical cancer vaccine GARDASIL[®] is an indication of the importance of this very significant unmet medical need.
“Robust global demand for the CSL Behring’s plasma therapies together with GARDASIL[®] royalties and the success of Australian GARDASIL sales by CSL Biotherapies have been the key drivers of the company’s financial performance.
“The company’s financial strength and favourable outlook has underpinned a Board decision to further optimise the capital position of the company through a buyback of approximately 4.5% of issued capital.
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22 August 2007
“The size of the buyback has been balanced to ensure CSL retains the capacity to finance ongoing research and development, invest in the existing business and pursue strategic growth opportunities that may arise.
“The Board is also pleased to advise that it is proposing to seek shareholder approval for a three for one share split of the company’s ordinary shares. The Board believes this will improve the affordability and liquidity of the company’s shares for retail shareholders. Further details will be sent to shareholders with their Notice of Meeting in mid September ahead of the company’s annual general meeting on 17 October 2007,” Dr McNamee said.
BUSINESS REVIEW
Results overview
CSL Behring sales grew 8% to $2.6 billion (13% in US dollar terms) when compared to the twelve months ended 30 June 2006. Solid performance across the plasma product portfolio in both core and specialty products have driven this growth.
Carimune[®] / Sandoglobulin[®] (Intravenous Immunoglobulin), Vivaglobin[®] (subcutaneous Immunoglobulin) and Humate[®] /Haemate[®] (von Willebrand disease therapies) performed particularly well. During the period immunoglobulin prices in Europe improved, drawing closer to US pricing. The growth of Vivaglobin[®] , which was launched into the USA in March 2006, reflects patient demand given the unique convenience of the product. Humate[®] / Haemate[®] , with its high ratio of ristocetin cofactor, have been in strong demand by patients with a need for von Willebrand’s factor and Haemophilia-A patients in need of inhibitor therapy. CytoGam[®] (Cytomegalovirus immunoglobulin intravenous) acquired in December 2006 boosted sales in the second half of the fiscal year by approximately $20 million.
CSL Behring’s sales growth, operational efficiency and product mix optimisation have underpinned the strong growth in operating margin (earnings before interest and taxes) of 28%, up from 20% in the prior comparable period. The improved margin includes the residual inventory benefit of $12 million ($50 million in the prior comparable period), arising from the purchase of Aventis Behring in 2004. A major element of the cost base, plasma, was kept well under control through improved plasma collection efficiency.
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22 August 2007
CSL Bioplasma sales grew 10% to $211 million, which included growth in plasma volumes fractionated in Australia and strong albumin demand and improved pricing in Asia.
CSL Biotherapies grew sales by 49% to $317 million reflecting a strong start to the school based GARDASIL[®] immunisation program in Australia. Sales of GARDASIL[®] in Australia during the period totalled $100 million.
Other Revenue grew in line with the royalty received from Merck on the sale of GARDASIL[®] . The total GARDASIL[®] royalty received amounted to $86 million.
Business development
GARDASIL[®] – Human Papillomavirus Vaccine
On 8 June 2006, CSL’s Licensee Merck, received approval from the US FDA for GARDASIL[®] the only vaccine available in the US for the prevention of HPV types 16 and 18 related cervical cancer, for girls and women aged 9 to 26 years. GARDASIL[®] is also approved for the prevention of genital warts and low grade cervical lesions caused by HPV types 6, 11, 16 & 18.
On 17 April 2007 Merck submitted a supplemental Biologics License Application for GARDASIL[®] to the US FDA to include efficacy data on additional cervical cancer causing HPV types responsible for more than 10% of cervical cancers, additional data on protection against vaginal and vulvar cancers and data on immune memory.
At the end of June 2007 GARDASIL[®] was approved in 80 countries, with applications under review with regulatory agencies in a further 40 countries.
On 20 August 2007, the US Court of Appeals for the Federal Circuit handed down its decision regarding who should be awarded priority between Professor Ian Frazer and Dr Jian Zhou (inventors in the CSL/University of Queensland patent) and Drs Schlegel and Jensen (Georgetown University). The Court decided that priority should be granted to the CSL/University of Queensland patent and overturned the earlier decision of the US Patent and Trademark Office Board of Patent Appeals and Interferences. The Court remanded the case back to the US Patent and Trademark Office to effect the issue of the patent to CSL/University of Queensland.
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22 August 2007
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Helixate[®]
In January 2007, CSL concluded an agreement with Sanofi-Aventis that facilitated an extension of arrangements with Bayer HealthCare LLC (Bayer) for the supply of Helixate[®] , a recombinant Factor VIII product with sales of $437 million in fiscal 2007. The previous agreement with Bayer on Helixate[®] expired in 2009 with the new arrangement securing supply for a further eight years until 2017.
CSL agreed to pay Sanofi-Aventis the contingent payment of US$250 million[2] and the deferred payment of US$65 million[3 ] earlier than originally agreed when CSL acquired Aventis Behring in 2004. This agreement with Sanofi-Aventis enabled CSL to independently negotiate with Bayer the sublicensing terms of key intellectual property to secure the long-term supply of Helixate[®] and to facilitate the settlement of litigation against Bayer. A number of other outstanding matters that had remained unresolved with Sanofi-Aventis, stemming from the original 2004 acquisition of Aventis Behring, have also now been resolved and provided a non recurring profit during the period of $18 million after tax.
ISCOMATRIX[®] adjuvant
A worldwide license and option agreement was signed with Wyeth granting certain rights and options to Wyeth for the use of CSL’s ISCOMATRIX[®] adjuvant in a number of Wyeth’s investigative vaccine programs. Under the terms of the agreement CSL could receive, over time, option and milestone payments as well as royalties on future product sales. CSL will supply all of Wyeth’s requirements for ISCOMATRIX[®] adjuvant for development and commercialisation.
Further to the agreement with Merck announced in August 2005, the company has extended this agreement to include additional fields and vaccine candidates, again with the inclusion of upfront, option and milestone payments. Additionally Merck has now taken two product candidates, which include the ISCOMATRIX[®] adjuvant, into clinical trials, one in the USA and one in Europe.
2 CSL had made provision for this Contingent Payment at the time of its full year result announcement in August 2006. CSL had agreed at the time of the acquisition of Aventis Behring in March 2004 to pay US$250 million to Aventis (now Sanofi-Aventis) if the volume weighted average price of CSL’s shares for any 60 consecutive trading day period during the six months commencing October 2007 exceeded $35.00. 3 CSL had agreed at the time of the acquisition of Aventis Behring to pay Aventis (now Sanofi-Aventis) on 31 December 2007 the sum of US$65m as a deferred payment .
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22 August 2007
Privigen[™]
On 27 July 2007, the US FDA granted marketing approval for Privigen[™] (10% liquid intravenous immunoglobulin) used for treating patients diagnosed with primary immunodeficiency. Privigen[™] is also indicated for the treatment of chronic immune thrombocytopenic purpura to rapidly raise platelet counts to prevent bleeding. Privigen is the first and only proline stabilised IVIg that is always ready for immediate use and does not require refrigeration or reconstitution during its shelf life.
CytoGam[®]
On 9 November 2006, CSL Behring acquired the plasma product ‘CytoGam[®] ’, a specialty immunoglobulin enriched in antibodies against cytomegalovirus infection associated with organ transplantation. The acquisition price was $153 million (US$120 million) in cash, of which $89 million (US$70 million) is subject to the achievement of specified milestones.
Zenyth Therapeutics Limited
On 10 November 2006, CSL concluded the acquisition of Zenyth Therapeutics Limited under a share scheme of arrangement for a total of $106 million, which included a cash balance and short term investments convertible to cash within Zenyth of $43 million. The acquisition strengthens CSL’s research interests in recombinant antibodies and includes programs in the fields of cancer, immunology and inflammation.
Second Indication for Rhophylac[®] - ITP
On 2 April 2007 the US FDA granted marketing approval for an additional indication for Rhophylac[®] , an anti-D immunoglobulin. The additional indication is for the treatment of immune thrombocytopenic purpura (ITP), a disease in which the immune system attacks and destroys the body’s own platelets.
Humate-P[®]
On 30 April 2007 the US FDA approved Humate-P[®] for use to prevent excessive bleeding during and after surgery for patients with von Willebrand disease, the most common inherited bleeding disorder.
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22 August 2007
Pandemic Influenza
On 30 January 2007, CSL announced new data from its pandemic influenza vaccine clinical trial program. A dossier about the prototype pandemic influenza vaccine has been lodged with the Australian Therapeutic Goods Administration. The studies confirm that two doses of 30 micrograms of antigen with the addition of an aluminium adjuvant are required to produce a strong immune response against the H5N1 bird flu virus. Results of a subsequent study undertaken in infants, young children and the elderly are expected to be available later this year.
OUTLOOK (at 2006/07 exchange rates)
Commenting on CSL’s outlook, Dr McNamee said “We continue to anticipate stable to favourable market conditions for our plasma therapies business and growing contribution from royalties associated with the international sales of GARDASIL[®] . Total revenue is expected to grow approximately 12 - 14%.
“Research and Development, which is a cornerstone of our growth strategy, will receive an additional investment of around 15% taking total spend to around $220 million.
“In compiling our financial forecasts for 2008 we have determined several key variables which may have a significant impact on guidance - in particular royalties[4] arising from the sale of GARDASIL[®] by Merck, foreign exchange movements, tax rate changes arising in the multiple jurisdictions within which CSL operates together with price and volume movements in core plasma products.
“This financial year we again anticipate strong growth resulting in a net profit after tax for FY2008 of between $670m and $700 million using 2006/07 exchange rates. This guidance excludes any interest cost on borrowings used to fund the buyback announced today,” Dr McNamee said.
For further information, please contact:
Mark Dehring Head of Investor Relations CSL Limited Telephone: +613 9389 2818 Email: [email protected]
4 Analyst consensus estimates on GARDASIL® sales used in FY2008 forecast.
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22 August 2007
Group Results
Full year ended June
| Full year ended June | June 2007 June 20065 Change $m $m % |
| Sales Other Revenue Total Revenue Earnings before Interest, Tax, Depreciation & Amortisation Depreciation/Amortisation Earnings before Interest and Tax Net Interest Expense Tax Expense Net Profit after Tax Total Ordinary Dividends (cents) Final Dividend (cents) Basic EPS (cents) from continuing operations |
3,172.4 2,848.9 137.8 54.6 3,310.2 2,903.5 14% 918.7 631.1 46% 132.6 116.1 786.1 515.0 53% 12.0 16.0 234.8 148.1 |
| 539.3 350.9 54% |
|
| 104.0 68.0 53% 55.0 40.0 38% 295.4 192.8 53% |
5 June 2006 numbers show results from continuing operations. They exclude the provision for contingent payment arising from the acquisition of Aventis Behring.
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CSL Limited
ABN: 99 051 588 348
ASX Full-year information 30 June 2007
Lodged with the ASX under Listing Rule 4.3A.
Contents
Results for Announcement to the Market
Additional Information
Annual Financial Report (including Directors’ Report)
CSL Limited ABN: 99 051 588 348 Appendix 4E Full-year ended 30 June 2007
(Previous corresponding period: Year ended 30 June 2006)
Results for Announcement to the Market
| 2007 | Operating 2006 |
Contingent Consideration |
Total 2006 |
|
|---|---|---|---|---|
| $000 | $000 | $000 | $000 | |
| Sales revenue | 3,172,397 | 2,848,908 | - | 2,848,908 |
| Total other revenues | 137,779 | 54,624 | - | 54,624 |
| Total revenue from continuing operations | 3,310,176 | 2,903,532 | - | 2,903,532 |
| Profit before income tax expense | 774,059 | 498,980 | (328,515) | 170,465 |
| Income tax expense | (234,760) | (148,087) | 94,979 | (53,108) |
| Net profit from continuing operations and Profit attributable to members of the parent entity |
539,299 | 350,893 | (233,536) | 117,357 |
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Revenues from continuing operations up 14.0% to $3,310,176,000.
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Profit from continuing operations after tax and net profit for the year attributable to members (excluding the recognition of the contingent consideration payable for the acquisition of Aventis Behring in the prior year) up 53.7% to $539,299,000.
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Profit from continuing operations after tax and net profit for the year attributable to members of the parent entity up 359.5% to $539,299,000.
Dividends
| dends | ||
|---|---|---|
| Amount per | Franked amount per | |
| security | security | |
| Final dividend (declared subsequent to balance date) | 55¢ | 27.5¢ * |
| Interim dividend paid on 13 April, 2007 | 49¢ | Unfranked |
| Final dividend (prior year) | 40¢ | Unfranked |
| Record datefordetermining entitlements to the dividend: | 21September 2007 |
* Non-resident withholding tax is not payable on the unfranked component of this dividend as it will be declared to be wholly conduit foreign income.
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 within the Annual 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, Directors’ Report, Financial Report and media release.
Additional Information
NTA Backing
| NTA Backing | ||
|---|---|---|
| 30 June 2007 | 30 June 2006 | |
| Net tangible asset backing per ordinary security | $7.33 | $6.43 |
Changes in controlled entities
On 10 November 2006, the parent entity acquired 100% of the share capital of Zenyth Therapeutics Limited, a Biotechnology company, for a cash consideration of $103,711,000. The acquired business contributed revenues of $3,572,000 and a loss before tax of $5,349,000 to the Group for the period from acquisition to 30 June 2007.
The parent entity did not dispose of any entities during the year.
Audit report
The audit report is contained in the attached Financial Report.
Peter R Turvey Company Secretary 22 August 2007
CSL Limited ABN: 99 051 588 348
Annual Financial Report for the year ended 30 June 2007
Directors' Report
The Board of Directors of CSL Limited has pleasure in presenting their report on the consolidated entity for the year ended 30 June 2007.
1. Directors
The following persons were Directors of CSL Limited during the whole of the year and up to the date of this report:
Miss E A Alexander, AM (appointed Chairman on 1 October 2006) Dr B A McNamee (Managing Director) Mr J H Akehurst Mr A M Cipa Mr I A Renard Mr M A Renshaw Mr K J Roberts, AM Professor J Shine, AO
Mr P H Wade was the Chairman and a Director from the beginning of the financial year until his retirement on 30 September 2006.
Mr D J Simpson was appointed a Director on 1 September 2006 and continues in office at the date of this report.
Dr A C Webster was a Director from the beginning of the financial year until his retirement on 18 October 2006.
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 nine meetings. The Audit and Risk Management Committee met four times and the Human Resources Committee met three 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:
| Board of Directors | Board of Directors | Audit and Risk Management Committee |
Audit and Risk Management Committee |
Securities and Market Disclosure Committee |
Human Resources Committee |
Human Resources Committee |
|
|---|---|---|---|---|---|---|---|
| Attended | Maximum | Attended | Maximum | Attended | Attended | Maximum | |
| P H Wade | 3 | 3 | 11 | 3 | 21 | ||
| B A McNamee | 9 | 9 | 42 | 14 | 32 | ||
| J Akehurst | 8 | 9 | 2 | 3 | |||
| E A Alexander | 9 | 9 | 4 | 4 | 12 | ||
| A M Cipa | 9 | 9 | 42 | ||||
| I A Renard | 9 | 9 | 4 | 4 | 1 | ||
| M A Renshaw | 9 | 9 | 2 | 3 | |||
| K J Roberts | 9 | 9 | 3 | 3 | |||
| J Shine | 8 | 9 | |||||
| D Simpson | 7 | 7 | 3 | 3 | |||
| A C Webster | 3 | 3 | 2 | 2 |
1 Attended for at least part in ex officio capacity
- 2 Attended for at least part by invitation
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.
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Directors' Report
5. Operating Results
The Group’s net profit (excluding the recognition of the contingent consideration payable for the acquisition of Aventis Behring in the prior year) was up 54% to $539 million. Sales revenue was $3.2 billion up 11% on the previous year with research and development expenditure of $191 million up 19% on the previous year. Net operating cash flow was $481 million.
6. Dividends
The following dividends have been paid or declared since the end of the preceding financial year:
2005-2006 A final dividend for the year ended 30 June, 2006, of 40 cents per ordinary share, unfranked, was paid on 13 October, 2006, out of profits for that year as declared by the Directors in last year’s Directors’ Report.
2006-2007 An interim dividend on ordinary shares of 49 cents per share, unfranked, was paid on 13 April 2007. The Directors of the Company have declared a final dividend of 55 cents per ordinary share, franked to 27.5 cents per ordinary share, for the year ended 30 June 2007, 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 2006-2007 year are:
| dividends for the 2006-2007 year are: | |
|---|---|
| On Ordinary shares | |
| $000 | |
| Interim dividend paid 13 April 2007 | 89,608 |
| Final dividend payable on 12 October 2007 | 100,673 |
7. Review of Operations
CSL Behring sales grew 8% to $2.6 billion (13% in US dollar terms) when compared to the twelve months ended 30 June 2006. Solid performance across the plasma product portfolio in both core and specialty products have driven this growth.
Carimune® / Sandoglobulin® (Intravenous Immunoglobulin), Vivaglobin® (subcutaneous Immunoglobulin) and Humate®/Haemate® (von Willebrand disease therapies) performed particularly well. During the period immunoglobulin prices in Europe improved, drawing closer to US pricing. The growth of Vivaglobin®, which was launched into the USA in March 2006, reflects patient demand given the unique convenience of the product. Humate® / Haemate®, with its high ratio of ristocetin co-factor, have been in strong demand by patients with a need for von Willebrand’s factor and Haemophilia-A patients in need of inhibitor therapy. Cytogam® ( Ctyomegalovirus immunoglobulin intravenous) acquired in December 2006 boosted sales in the second half of the fiscal year by approximately $20 million.
CSL Behring’s sales growth, operational efficiency and product mix optimisation have underpinned the strong growth in operating margin (earnings before interest and taxes) of 28%, up from 20% in the prior comparable period. The improved margin includes the residual inventory benefit of $12 million ($50 million in the prior comparable period), arising from the purchase of Aventis Behring in 2004. A major element of the cost base, plasma, was kept well under control through improved plasma collection efficiency.
CSL Bioplasma sales grew 10% to $211 million which is attributable to growth in plasma volumes fractionated in Australia. Strong albumin demand and improved pricing in Asia also added to the growth.
CSL Biotherapies grew sales by 49% to $317 million reflecting a strong start to the school based GARDASIL® immunisation program in Australia. Sales of GARDASIL® in Australia during the period totalled $100 million.
Other Revenue grew in line with the royalty received from Merck on the sales of GARDASIL®. The total GARDASIL® royalty received amounted to $86 million.
8. Significant changes in the State of Affairs
There were no 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.
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Directors' Report
9. Significant events after year end
On 27 July 2007, the US Food and Drug Administration granted marketing approval for Privigen™ (10% liquid intravenous immunoglobulin) which is indicated for the use of patients diagnosed with primary immunodeficiency. Privigen™ is also indicated for the treatment of chronic immune thrombocytopenic purpura to rapidly raise platelet counts to prevent bleeding.
Directors are not aware of any other 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 years.
10. Likely Developments, Business Strategies and Future Prospects
In the medium term, the Company will continue to grow through developing differentiated plasma products, expanding flu vaccine sales internationally, receiving royalty flows from the exploitation of the human papillomavirus vaccine by Merck & Co, Inc 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. 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 2007.
12. Directors' Shareholdings and Interests
At the date of this report, the interests of the directors who held office at 30 June 2007 in the shares, options and performance rights of the Company are set out in tables on pages 15 and 16 of this Report and Note 27 of the Financial 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 26 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 and performance rights exercised during the financial year and the exercise price paid to acquire fully paid ordinary shares in the Company is set out in Notes 19 and 26 of the Financial Statements. Since the end of the financial year, no further options have been exercised. Since the end of the financial year, 20,800 performance rights have been exercised and shares issued as a result of the exercise.
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Directors' Report
15. Remuneration Report
This report summarises the director and executive remuneration policies and practices, including detailed remuneration outcomes for the 2007 financial year. The report has been prepared in accordance with the remuneration reporting requirements under section 300A of the Corporations Act 2001 and Corporations Regulation 2M.6.04 and details the remuneration arrangements for Key Management Personnel according to Accounting Standard AASB 124 Related Party Disclosures .
Key Management Personnel comprise:
-
all directors of CSL; and
-
those individuals who have authority and responsibility for planning, directing and controlling the activities of the Company and the consolidated entity.
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;
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monitoring and reviewing the Company’s performance management system;
-
reviewing and recommending to the Board 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 on 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 senior executive salary reviews are made; 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 executives; and
-
the operation and policies relating to the Company's employee share, option and performance right schemes and succession planning.
The Human Resources Committee comprises three members, all of whom are independent non-executive directors. These are:
-
Mr Ken Roberts (Chairman);
-
Mr John Akehurst; and
-
Mr Maurice Renshaw
Ms Alison von Bibra, 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 attend meetings by invitation.
The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, prior to the allocation of long term incentives, 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.
Page 4
Directors' Report
Non-Executive Directors’ Remuneration
The Board’s principal responsibilities are the oversight of the management of the Company and its strategic direction and approving the Company’s business strategies and objectives. 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 non-executive directors based on advice from professional advisors which takes into consideration fees payable to non-executive directors by comparable organisations as well as fee levels which the Board considers appropriate to attract and retain high quality non-executive directors.
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. In accordance with this, and in line with the growth of the Company and the spread of its operations in international locations, shareholders are being asked at the next Annual General Meeting to approve an increase in this amount to $2,000,000. This will allow the company to attract and retain Directors with the appropriate experience and skill to meet the ever-increasing challenges of international expansion. As outlined in 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 10 of this report sets out the fees paid to non-executive directors and is based on the following NonExecutive Directors Committee Fees schedule.
Non-Executive Directors Board and Committee Fees per annum effective 1 January 2006:
| Board | Audit & Risk Management Committee |
Human Resources Committee |
Nomination Committee |
Securities and Market Disclosure Committee |
|
|---|---|---|---|---|---|
| Chairman Members |
300,000 125,000 |
30,000 12,500 |
20,000 10,000 |
- - |
- - |
The Chairmen and members of the Nomination Committee and the Securities and Market Disclosure Committee do not receive any additional fees for committee responsibilities.
Non-executive directors participate in the Non-Executive Directors’ Share Plan approved by shareholders at the 2002 annual general meeting. Under the Non-Executive Directors’ Share Plan, non-executive directors are required to take at least 20% of their director’s fees in the form of shares in the Company. Shares are purchased on-market at prevailing share prices. These purchases are made by the Non-Executive Directors’ 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 nonexecutive director has accrued any entitlement to any retirement allowance since 31 December 2003.
Executive 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 senior executives with an appropriate balance of fixed and performance related remuneration.
Remuneration is set at levels competitive with market rates. The performance related remuneration ensures that a significant proportion of executive remuneration is at risk by linking reward to the achievement of personal and corporate objectives, and shareholder returns.
The Human Resources Committee considers independent external advice in setting both the balance of fixed and performance related remuneration and the remuneration levels.
Page 5
Directors' Report
Executive Remuneration Structure
The Company’s remuneration structure comprises three core elements:
-
fixed remuneration;
-
short-term incentives; and
-
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 10% to 60% of fixed remuneration depending on an executive’s seniority level. During the 2007 financial year, executives were also able to participate in the Company’s long term equity incentive arrangements.
In June 2006, the CSL Board approved new long-term incentive arrangements for equity grants that became effective in the 2007 financial year. The plan provisions are consistent with the rules of the CSL Performance Rights Plan approved by shareholders at the Annual General Meeting in 2003.
The short-term and long-term incentive arrangements are discussed further on pages 6 to 8 of this Report. The proportion of performance related remuneration to an executive’s total potential remuneration is kept largely consistent for a given level of seniority, across all countries where CSL operates. 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 the management of performance related remuneration. 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 Key Management Personnel are illustrated in the tables on pages 10 to 12 of this Report. The balance of fixed and performance related remuneration for executive Key Management Personnel is illustrated in the table on page 13 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 paid 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.
CSL’s reward strategy globally is to target a fixed remuneration market position at the median of the relevant comparator market, with Total Reward (including short-term incentives and long-term incentives) for stretch performance at the median percentile of the market.
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 policies are intended to compensate an executive for the additional commitment and costs associated with working in a different country.
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 relation to the performance management process, the Board approves the corporate objectives, strategic plans and financial budgets. The Board also approves the Managing Director’s specific performance objectives which reflect the Board approved corporate objectives, plans and budgets. The Managing Director specifically approves the performance objectives for other executives which represent a cascading set of objectives and activities of the corporate objectives.
Formal review of progress against objectives is conducted twice annually with the full year review provided to the Board, for the Managing Director and his direct reports.
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 and/or 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.
Page 6
Directors' Report
Performance Rights and Performance Options
As noted in the 2006 Annual Report, new arrangements for Long Term Incentive grants became effective in October 2006. Allocations to Executive Directors under the new arrangements, were approved by shareholders at the 2006 Annual General Meeting.
As determined by the Board, the long-term incentive grants made to executives incorporated both Performance Rights and Performance Options (each with a different performance hurdle). The use of two types of is expected to align reward more closely with corporate performance, increase the market competitiveness of the total remuneration package, and facilitate the attraction and retention of high calibre executives.
Each long-term incentive grant generally consists of 50% Performance Rights and 50% Performance Options. For a specified group of Senior Leadership Executives, a mix of 40% Performance Rights and 60% Performance Options was granted. This latter group includes the CEO and Managing Director and Executive Key Management Personnel.
The Performance Rights are granted in accordance with an Allocation Target Range, based on the Executives seniority, job value and location, such that we are taking account of market conditions in each region of the world in which we recruit for talent. The performance hurdle attached to Performance Rights is a relative Total Shareholder Return (“TSR”) hurdle with a peer group 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 Group for the October 2006 allocation was established on 2 October 2006, which was also the date of grant. Vesting will occur where the Company’s TSR ranking is at or above the 50[th] percentile.
The Performance Options are issued for nil consideration with an exercise price equal to the volume weighted average CSL share price over the week up to and including the day of grant.
The performance hurdle for the Performance Options is an earnings per share (EPS) measure. The initial target is 10% compound EPS growth per annum measured from 30 June in the financial year preceding the grant of options until 30 June in the financial year prior to the relevant test date. Either none or the portion of the Performance Options as shown in the table on page 15 and 16 are exercisable depending on whether this target is achieved.
The Board considers that an EPS performance hurdle is appropriate since a key approved corporate objective is the pursuit of sustainable earnings growth.
Performance Rights and Performance Options are issued for a term of seven years. Current offers provide for a portion becoming exercisable, subject to satisfying the relevant performance hurdle, after the second anniversary of the date of grant. Full vesting does not occur until fours years post grant date.
If the portion tested at the applicable anniversary meets the relevant performance hurdle, that portion of rights and options vest and become exercisable until the expiry date. If the portion tested fails to meet the performance hurdle the portion will be carried over to the next anniversary and retested. After the fifth anniversary, any Performance Rights and Performance Options not vested will lapse.
Importantly, there is an individual employee hurdle requiring an executive to obtain a satisfactory (or equivalent) rating under the Company’s performance management system for the financial year prior to exercise of the Performance Rights and Performance Options.
There are no company provided loans as part of the current long-term incentive arrangements.
Previous grants of Performance Rights were issued to executives dependent on an executive’s long-term incentive percentage and the Company’s share price. This plan also encompassed individual performance criteria. The Performance Rights were issued for no consideration.
The minimum Performance Period was three years. If all eligible Performance Rights have not vested by 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 will lapse.
The performance hurdle for performance rights issued prior to October 2006 was defined so that 50% of Performance Rights vest at the 50th percentile, with the balance vesting on a straight line basis between the 50th and 75th percentile, where 100% of rights vest.
Page 7
Directors' Report
SESOP II
The Senior Executive Share Ownership Plan II (“SESOP II”) had previously been used for the purpose of delivering long-term 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 five 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 had to 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 had to increase by seven percent compound per annum. Either none or all of the options were exercisable depending upon whether this target was achieved.
In addition, there was 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.
Under the rules of SESOP II, participants could be provided with a loan to fund the exercise of the options. Consequently, no loan was made to the recipients of options until the option was exercised and no amounts were recorded in receivables until the option was exercised. Interest 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 46.5%) was charged on the loan.
No options were granted under SESOP II during the 2007 financial year.
During the 2006 fiscal year, the SESOP II loan terms were adjusted to enable the Company to seek loan repayment where the market value of the shares issued to an individual participant falls to 110% or less of the total exercise price. This mechanism ensures that the full loan amount remains recoverable by the Company.
Relationship between Company Performance & Executive Remuneration
Over the last five years, reward delivered under the long-term incentive component of executive remuneration has been dependent on CSL’s EPS growth or TSR performance. As outlined in the Long Term Incentive section of this report, the long-term incentive arrangements from the 2007 financial year will be measured on both the EPS growth and TSR performance of CSL.
The table below illustrates the Company’s annual compound growth in basic earnings per share (EPS) for Options granted under SESOP and SESOP II with a 7% hurdle of annual compound growth and Performance Options granted under the Performance Rights Plan with a 10% hurdle of annual compound growth.
Annual compound growth of EPS
| Option **Allocation ** |
Financial Year 2005 2006 **2007 ** |
|---|---|
| 2002 2003 |
23% 30% 33% |
| 25% 30% |
|
| 2006 | 53% |
To date each allocation of options has satisfied the performance hurdle before 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.
Since October 2003, the Company has provided long-term incentives using Performance Rights which have a TSR hurdle. During the 2007 financial year, four Performance Rights allocations (made in October 2003, December 2003, March 2004 and June 2004) were subject to testing. Both allocations satisfied the performance criteria and vested in full. The table below summarises the actual and prospective relative TSR performance over the Performance Period to date in respect of unvested Performance Rights. The data is indicative of results as if tested on 30 June 2007.
| Performance Right Issue | Company TSR as at 30 June 2007 |
Indicative Percentile Rank1 |
Indicative Number of Rights Vesting1 |
|---|---|---|---|
| October 2004 | 221% | 95% | 100% |
| Julyand September 2005 | 208% | 98% | 100% |
| March and April 2006 | 119% | 96% | 100% |
| October 2006 | 62% | 94% | 100% |
1All Performance Rights vest where CSL’s relative TSR is at the 75th percentile (i.e. where CSL’s TSR is higher than 75% of the peer group).
Page 8
Directors' Report
Employment 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.
Employment Contracts - Executive Key Management Personnel
All executive Key Management Personnel are employed under a service contract. 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 policy which governs the level of short-term incentives applicable to seniority levels.
It is the Company’s general practice that employment contracts for executives do not have a fixed term.
It is the Company’s policy that employment contracts for 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.
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. Termination payments for all executives are expressed in months and calculated by reference to TEC or salary (excluding benefits) which the executive would have earned over that time.
| Executive Directors | Notice Period byCompany |
Notice Period byEmployee |
Termination Payments |
|---|---|---|---|
| B A McNamee | 6 months | 6 months | 12 months |
| A M Cipa | 6 months | 6 months | 12 months |
| Key Management Personnel | |||
| P Turner | 6 months | 6 months | 12 months |
| C Armit1 | 6 months | 6 months | None |
| A Cuthbertson | 6 months | 6 months | 12 months |
| P Turvey | 6 months | 6 months | 12 months |
| A von Bibra | 6 months | 6 months | 12 months |
| T Giarla2 | 6 months | 6 months | 12 months |
| M Sontrop | 6 months | 6 months | 12 months |
1 The Company and Mr C Armit entered into a fixed term contract beginning 14 November 2005 and ending 31 December 2007. The Company cannot terminate this agreement before 31 December 2007 except in the case of material under-performance whereupon 6 months notice is required, or termination for serious misconduct or breach of contract.
2 Mr T Giarla is currently on an international assignment contract. The term of the assignment is from 16 January 2006 to 1 February 2009 with an option to extend by 12 months by mutual agreement with the company. Should Mr T Giarla be made redundant during or at the conclusion of the assignment, a termination payment consisting of 1 year base salary (or US$300,000, whichever is greater), 100% of annual short-term incentive potential (or US$150,000, whichever is greater), health benefits for two years after termination date, and US$32,000 as compensation for other ongoing benefits. Resignation within the initial two years of the assignment or at the end of the assignment results in a termination payment as described above unless a suitable role is found in the United States.
Page 9
Directors' Report
Directors’ Remuneration
| Directors’ Remuneration | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Short term benefits | Post employment | Other Long Term |
Equity | ||||||||
| Cash salary and fees5 $ |
Cash Bonus $ |
Non- Monetary Benefits $ |
Super- annuation $ |
Retirement Benefits $ |
Long Service Leave $ |
Termination Benefits $ |
Performance Rights6 $ |
Options6 $ |
Total $ |
||
| Executive Directors | |||||||||||
| Dr B A McNamee Managing Director |
2007 2006 |
1,711,038 1,542,374 |
1,032,000 1,500,000 |
3,242 17,695 |
105,113 42,060 |
- - |
132,834 160,629 |
- - |
1,075,240 610,904 |
233,651 - |
4,293,118 3,873,662 |
| A M Cipa Finance Director |
2007 2006 |
672,554 610,568 |
290,400 543,000 |
9,180 1,828 |
55,206 47,400 |
- - |
40,233 65,166 |
- - |
455,051 275,017 |
85,566 - |
1,608,190 1,542,979 |
| Non-executive Directors | |||||||||||
| E A Alexander1 Chairman |
2007 2006 |
263,750 145,000 |
- - |
- - |
23,738 13,050 |
- - |
- - |
- - |
- - |
- - |
287,488 158,050 |
| P H Wade2 Chairman (retired Sept 2006) |
2007 2006 |
81,750 275,000 |
- - |
- - |
- 24,750 |
611,550 - |
- - |
- - |
- - |
- - |
693,300 299,750 |
| J H Akehurst Non-executive director |
2007 2006 |
135,000 126,250 |
- - |
- - |
12,150 11,363 |
- - |
- - |
- - |
- - |
- - |
147,150 137,613 |
| I A Renard Non-executive director |
2007 2006 |
137,500 128,750 |
- - |
- - |
12,375 11,587 |
- - |
- - |
- - |
- - |
- - |
149,875 140,337 |
| M A Renshaw Non-executive director |
2007 2006 |
135,000 128,750 |
- - |
- - |
12,150 11,587 |
- - |
- - |
- - |
- - |
- - |
147,150 140,337 |
| K J Roberts Non-executive director |
2007 2006 |
145,000 135,000 |
- - |
- - |
13,050 12,150 |
- - |
- - |
- - |
- - |
- - |
158,050 147,150 |
| Professor J Shine Non-executive director |
2007 2006 |
135,417 - |
- - |
- - |
12,188 - |
- - |
- - |
- - |
- - |
- - |
147,605 - |
| D J Simpson3 Non-executive director |
2007 2006 |
116,250 - |
- - |
- - |
10,463 - |
- - |
- - |
- - |
- - |
- - |
126,713 - |
| DR A C Webster4 Non-executive director |
2007 2006 |
40,353 126,250 |
- - |
- - |
3,632 11,363 |
227,522 - |
- - |
- - |
- - |
- - |
271,507 137,613 |
| Total of all Directors | 2007 2006 |
3,573,612 3,217,942 |
1,322,400 2,043,000 |
12,422 19,523 |
260,065 185,310 |
839,072 - |
173,067 225,795 |
- - |
1,530,291 885,921 |
319,217 - |
8,030,146 6,577,491 |
Page 10
Directors' Report
Directors’ Remuneration (continued)
1 Miss E A Alexander, AM (appointed Chairman on 1 October 2006)
2 Mr P H Wade was the Chairman and a Director from the beginning of the financial year until his retirement on 30 September 2006.
3 Mr D J Simpson was appointed a Director on 1 September 2006 and continues in office at the date of this report.
4 Mr A C Webster was a Director from the beginning of the financial year until his retirement on 18 October 2006.
5 As disclosed on page 5 of this Report under the section titled “Non-Executive Director Remuneration”, non-executive directors participate in the NED Share Plan under which non-executive directors are required to take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices.
6 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.
Page 11
Directors' Report
Non Director Key Management Personnel Remuneration
| Short term benefits | Short term benefits | Short term benefits | Post employment | Post employment | Other Long Term |
Equity | Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash salary and fees1 $ |
Cash Bonus1 $ |
Non- Monetary Benefits $ |
Super- annuation $ |
Retirement Benefits $ |
Long Service Leave $ |
Termination Benefits $ |
Performance Rights2 $ |
Options2 $ |
Total $ |
||
| Key Management Personnel | |||||||||||
| P Turner President - CSL Behring (based in United States) |
2007 2006 |
836,526 886,025 |
839,863 886,683 |
3,219 34,384 |
118,019 78,696 |
- - |
70,069 85,192 |
- - |
394,670 209,144 |
112,417 158,340 |
2,374,783 2,338,464 |
| C Armit President - CSL Biotherapies (based in Australia) |
2007 2006 |
402,144 396,340 |
111,800 107,500 |
40,050 61,993 |
36,925 35,401 |
- - |
13,226 19,016 |
- - |
105,189 96,027 |
17,901 105,560 |
727,235 821,837 |
| A Cuthbertson Chief Scientific Officer (based in Australia) |
2007 2006 |
553,104 424,586 |
181,598 157,500 |
34,195 91,085 |
41,035 32,598 |
- - |
29,473 41,039 |
- - |
208,088 89,167 |
74,712 158,340 |
1,122,205 994,315 |
| P Turvey Company Secretary and General Counsel (based in Australia) |
2007 2006 |
475,821 464,228 |
213,400 309,625 |
80,742 50,051 |
87,317 51,886 |
- - |
38,080 53,647 |
- - |
171,532 102,919 |
55,253 105,560 |
1,122,145 1,137,916 |
| M Sontrop3 General Manager, CSL Biotherapies Australia & New Zealand (based in Australia) |
2007 2006 |
335,964 - |
127,995 - |
17,378 - |
16,606 - |
- - |
16,225 - |
- - |
92,290 - |
35,839 - |
642,297 - |
| T Giarla President - Bioplasma Asia Pacific (based in Australia) |
2007 2006 |
436,969 256,269 |
150,696 460,754 |
- 58,070 |
39,858 23,237 |
- - |
16,384 - |
- - |
101,994 67,780 |
59,316 206,582 |
805,217 1,072,692 |
| A von Bibra General Manager - Human Resource (based in Australia) |
2007 2006 |
338,114 134,513 |
74,000 174,185 |
58,978 27,977 |
28,411 9,796 |
- - |
19,824 22,346 |
- - |
45,844 23,103 |
29,969 103,662 |
595,140 495,582 |
| Total Specified Executives | 2007 2006 |
3,378,642 2,561,961 |
1,699,352 2,096,247 |
234,562 323,560 |
368,171 231,614 |
- - |
203,281 221,240 |
- - |
1,119,607 588,140 |
385,407 838,044 |
7,389,022 6,860,806 |
1 Cash salary and fees, cash bonuses and superannuation paid in foreign currency have been converted to Australian dollars at the year end exchange rate. 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 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.
3 Ms M Sontrop became a member of Key Management Personnel during the 2007 financial year, therefore no amounts are disclosed for the 2006 financial year.
Page 12
Directors' Report
Executive Key Management Personnel Fixed and Performance Remuneration Components
| Remuneration Components as a Proportion of Total Remuneration |
Remuneration not linked to company performance1 |
Performance Related Remuneration | Performance Related Remuneration | Performance Related Remuneration | Performance Related Remuneration | Total |
|---|---|---|---|---|---|---|
| Cash Based STI2 |
Equity Based | Total | ||||
| Performance Shares |
Performance Options |
|||||
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner C Armit A Cuthbertson P Turvey M Sontrop T Giarla A von Bibra |
45% 48% 43% 68% 59% 61% 60% 61% 75% |
24% 18% 35% 15% 16% 19% 20% 19% 12% |
25% 28% 17% 15% 18% 15% 14% 13% 8% |
6% 6% 5% 2% 7% 5% 6% 7% 5% |
55% 52% 57% 32% 41% 39% 40% 39% 25% |
100% 100% 100% 100% 100% 100% 100% 100% 100% |
1Remuneration not linked to company performance means fixed remuneration as outlined in the section “Executive Remuneration Structure” on page 6 of this Report and comprises cash salary, superannuation and non monetary benefits (including interest on loans if any).
As stated under the section “Fixed Remuneration” on page 6 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.
2Cash based STI includes any payments based on the executive’s performance under the Company’s performance management system.
Page 13
Directors' Report
Executive Key Management Personnel Performance Remuneration
| (A) | (B) | (C) | (D) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Short term incentive 2007 1 | Accounting Values being amortised in respect of the 2007 equity grants in future years2 |
Remuneration consisting of options & rights |
Value of options & rights granted during 06/07, at grant date 3 |
Value of options exercised during 06/07 at exercise date 4 |
Total of columns (B) to (C) |
|||||
| Percentage Awarded1 |
Percentage Not Awarded1 |
2008 $ |
2009 $ |
2010 $ |
2011 $ |
% |
$ | $ | $ | |
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner5 C Armit A Cuthbertson P Turvey M Sontrop T Giarla A von Bibra |
100.0% 80.0% 100.0% 62.5% 87.5% 100.0% 87.5% 75.0% 50.0% |
- 20.0% - 37.5% 12.5% - 12.5% 25.0% 50.0% |
531,445 194,518 194,518 - 108,810 84,956 71,205 86,223 62,607 |
384,290 140,658 140,658 - 78,682 61,431 51,488 62,347 45,272 |
199,517 73,028 73,028 - 40,850 31,894 26,730 32,369 23,505 |
39,392 14,419 14,419 - 8,065 6,297 5,277 6,391 4,641 |
30% 34% 21% 17% 25% 20% 20% 20% 13% |
1,548,147 566,652 566,652 - 316,973 247,483 207,422 251,172 182,382 |
- 1,208,250 - 1,994,800 343,200 228,800 806,634 803,616 |
1,548,147 1,774,902 566,652 1,994,800 660,173 476,283 1,014,056 251,172 985,998 |
1 Short term incentive awarded and not awarded relates to the period ended 30 June 2007 only. These amounts awarded are paid in full after 30 June.
As mentioned on page 6 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, 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 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.
3 Represents the value of options and rights that are granted to the person as part of their remuneration in the 2007 financial year. The value at grant date represents the accounting value of the grant.
4 Represents the value of options and rights that were granted to the person as part of their remuneration and that were exercised during the year. The value at exercise date has been determined by the share price at the close of business on exercise date less the option/right exercise price (if any) times by the number of options/rights exercised during 2007.
5 An additional bonus payment of 50% of annual fixed remuneration was granted.
Page 14
Directors' Report
Executive Key Management Personnel
Options and Rights Holdings
Performance Rights
| Performance Rights | |||||
|---|---|---|---|---|---|
| Balance at 1 July 2006 |
Number Granted |
Number Exercised |
Balance at 30 June 2007 |
Number Vested during the year |
|
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner A Cuthbertson P Turvey C Armit M Sontrop T Giarla A von Bibra |
147,500 70,000 54,350 25,350 27,350 21,850 13,450 12,850 4,800 |
15,640 5,720 5,720 3,200 2,500 - 2,100 2,540 1,840 |
- (20,000) (24,800) (11,100) (17,100) (8,400) (6,100) - (1,500) |
163,140 55,720 35,270 17,450 12,750 13,450 9,450 15,390 5,140 |
70,000 40,000 24,800 11,100 17,100 8,400 6,100 - 1,500 |
| Total | 377,500 | 39,260 | (89,000) | 327,760 | 179,000 |
The terms and conditions of the Performance Rights granted in 2007 are:
| Terms and Conditions for Performance Rights grants during 2007 | ||||
| Grant Date | Tranche | Value per Right at Grant Date |
First Exercise Date |
Last Exercise Date |
| 2 October 2006 2 October 2006 2 October 2006 |
1 2 3 |
42.59 39.96 37.40 |
2 October 2008 2 October 2009 2 October 2010 |
2 October 2013 2 October 2013 2 October 2013 |
Shares issued on Exercise of Performance Rights
| Date Performance Rights Granted1 |
Number of shares |
Total | Paid $ per share |
Unpaid $ per share |
|
|---|---|---|---|---|---|
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner C Armit A Cuthbertson P Turvey M Sontrop T Giarla A von Bibra |
- 16 October 2003 15 December 2003 21 June 2004 15 December 2003 15 December 2003 21 June 2004 15 December 2003 21 June 2004 21 June 2004 - 21 June 2004 |
- 20,000 12,600 12,200 8,400 6,100 5,000 7,100 10,000 6,100 - 1,500 |
- 20,000 24,800 8,400 11,100 17,100 6,100 - 1,500 |
- - - - - - - - - |
- - - - - - - - - |
1 Refer to the table above for the balance of Performance Rights held by Key Management Personnel subsequent to exercise of the performance rights.
Page 15
Directors' Report
Options and Rights Holdings
Options
| Options | |||||||
|---|---|---|---|---|---|---|---|
| Balance at 1 July 2006 |
Number Granted1 |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2007 |
Number Vested during the year |
Vested and exercisable at 30 June 2007 |
|
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner C Armit A Cuthbertson P Turvey M Sontrop T Giarla A von Bibra |
- 25,000 30,000 50,000 30,000 20,000 31,600 58,500 18,480 |
52,920 19,380 19,380 - 10,840 8,460 7,080 8,580 6,240 |
- 25,000 - 40,000 15,000 10,000 21,600 35,000 13,200 |
- - - - - - - - - |
52,920 19,380 49,380 10,000 25,840 18,460 17,080 32,080 11,520 |
- - 15,000 10,000 15,000 10,000 21,600 9,000 13,200 |
- - 15,000 - - - - - - |
| Total | 263,580 | 132,880 | 159,800 | - | 236,660 | 93,800 | 15,000 |
The terms and conditions of the Options granted in 2007 are:
| The terms and conditions of the Options granted in 2007 are: | The terms and conditions of the Options granted in 2007 are: | The terms and conditions of the Options granted in 2007 are: | The terms and conditions of the Options granted in 2007 are: | The terms and conditions of the Options granted in 2007 are: |
|---|---|---|---|---|
| Terms and Conditions for Options grant during 2007 | ||||
| Grant Date | Tranche | Value per Option at Grant Date |
First Exercise Date | Last Exercise Date |
| 2 October 2006 2 October 2006 2 October 2006 |
1 2 3 |
17.12 17.50 17.87 |
2 October 2008 2 October 2009 2 October 2010 |
2 October 2013 2 October 2013 2 October 2013 |
SESOP and SESOP II Options
In relation to the 2007 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.
Shares Issued on Exercise of Options
| Shares Issued on Exercise of | Options | ||||
|---|---|---|---|---|---|
| Date Options Granted1 | Number of shares |
Total | Paid $ per share |
Unpaid $ per share |
|
| Executive Directors B A McNamee A M Cipa Key Management Personnel P Turner C Armit A Cuthbertson P Turvey M Sontrop T Giarla A von Bibra |
- 2 August 2000 - 23 July 2002 23 July 2002 23 July 2002 20 June 2001 1 July 2003 23 August 2001 20 June 2001 1 July2003 |
- 25,000 - 40,000 15,000 10,000 6,600 15,000 35,000 5,280 7,920 |
- 25,000 - 40,000 15,000 10,000 21,600 35,000 13,200 |
- $34.04 - $27.97 $27.97 $27.97 $37.54 $12.19 $37.54 $37.54 $12.19 |
- - - - - - - - - - |
1 Refer to the table above for the balance of options held by Key Management Personnel subsequent to exercise of the options.
Page 16
Directors' Report
16. Other Transactions and Balances with Directors and other Key Management Personnel
The directors and other key management personnel 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 relationships including property leasing and research collaborations with the University of Melbourne of which Mr Ian Renard is the Chancellor, Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council, and Dr Virginia Mansour (whose husband is Dr Brian McNamee) is a member of the Council.
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 $607,804 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.
Page 17
Directors' Report
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 non-audit 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:
| es: | |
|---|---|
| Due diligence and completion audits | $16,000 |
| Compliance and other audits | $78,425 |
| $94,425 |
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.
Elizabeth Alexander (Director)
Brian A McNamee (Director)
Melbourne
22 August 2007
Page 18
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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 2007, 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.
Ernst & Young
Denis Thorn
Partner
Melbourne
22 August 2007
Liability limited by a scheme approved under Professional Standards Legislation.
CSL Limited
Consolidated Income statement
for the year ended 30 June 2007
| Consolidated Group | Consolidated Group | ||||
|---|---|---|---|---|---|
| Contingent | |||||
| Consideration | |||||
| Operating | (Note 5) | **Total ** | |||
| 2007 | 2006 | 2006 | 2006 | ||
| Notes | $000 | $000 | $000 | $000 | |
| Continuing operations | |||||
| Sales revenue | 3 | 3,172,397 | 2,848,908 | - | 2,848,908 |
| Cost of sales | (1,737,543) | (1,703,033) | - | (1,703,033) | |
| Gross profit | 1,434,854 | 1,145,875 | - | 1,145,875 | |
| Other revenues | 3 | 137,779 | 54,624 | - | 54,624 |
| Other income | 3 | 3,275 | 2,081 | - | 2,081 |
| Research and development expenses | (190,846) | (161,023) | - | (161,023) | |
| Selling and marketing expenses | (373,692) | (339,863) | - | (339,863) | |
| General and administration expenses | (192,123) | (161,197) | (328,515) | (489,712) | |
| Finance costs | 3 | (45,188) | (41,517) | - | (41,517) |
| Profit before income tax expense | 774,059 | 498,980 | (328,515) | 170,465 | |
| Income tax expense | 4 | (234,760) | (148,087) | 94,979 | (53,108) |
| Profit attributable to members of the Parent Company | 21 | 539,299 | 350,893 | (233,536) | 117,357 |
| Earnings per share | Cents | Cents | Cents | |
|---|---|---|---|---|
| Basic earnings per share | 34 | 295.39 | 192.77 | 64.47 |
| Diluted earnings per share | 34 | 293.40 | 184.25 | 61.62 |
The above income statement should be read in conjunction with the accompanying notes.
1
CSL Limited
Income statement
for the year ended 30 June 2007
| Parent | Company | ||
|---|---|---|---|
| 2007 | 2006 | ||
| Notes | $000 | $000 | |
| Continuing operations | |||
| Sales revenue | 3 | 485,100 | 346,822 |
| Cost of sales | (293,663) | (171,356) | |
| Gross profit | 191,437 | 175,466 | |
| Other revenues | 3 | 498,078 | 35,016 |
| Other income | 3 | 3,209 | 1,660 |
| Research and development expenses | (91,759) | (79,509) | |
| Selling and marketing expenses | (64,404) | (47,785) | |
| General and administration expenses | (77,646) | (58,419) | |
| Finance costs | 3 | (4,287) | (4,826) |
| Profit before income tax expense | 454,628 | 21,603 | |
| Income tax expense | 4 | (16,498) | (5,569) |
| Profit attributable to members of the Parent Company | 21 | 438,130 | 16,034 |
The above income statement should be read in conjunction with the accompanying notes.
2
CSL Limited Balance sheets As at 30 June 2007
| Consolidated Group | Consolidated Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 |
||
| Notes | $000 | $000 | $000 | $000 |
|
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 6 | 480,237 | 753,694 | - | 177,290 |
| Trade and other receivables | 7 | 616,980 | 593,679 | 334,523 | 99,734 |
| Current tax assets | 16 | - | 6,889 | - | 6,889 |
| Inventories | 8 | 1,128,281 | 973,427 | 69,418 | 66,426 |
| Other financial assets | 9 | 594 | 7,872 | - | - |
| Total Current Assets | 2,226,092 | 2,335,561 | 403,941 | 350,339 |
|
| NON-CURRENT ASSETS | |||||
| Trade and other receivables | 7 | 10,667 | 17,673 | 7,534 | 11,117 |
| Other financial assets | 9 | 13,808 | 4,728 | 1,341,701 | 1,232,935 |
| Property, plant and equipment | 10 | 858,894 | 816,336 | 323,474 | 268,881 |
| Deferred tax assets | 11 | 150,656 | 187,432 | 7,670 | - |
| Intangible assets | 12 | 927,594 | 820,841 | 9,425 | 20,000 |
| Retirement benefit assets | 13 | 11,983 | 3,514 | 7,887 | 1,840 |
| Total Non-Current Assets | 1,973,602 | 1,850,524 | 1,697,691 | 1,534,773 |
|
| TOTAL ASSETS | 4,199,694 | 4,186,085 | 2,101,632 | 1,885,112 |
|
| CURRENT LIABILITIES | |||||
| Trade and other payables | 14 | 439,510 | 388,979 | 513,731 | 688,999 |
| Interest-bearing liabilities and borrowings | 15 | 157,145 | 463,632 | 58,723 | - |
| Current tax liabilities | 16 | 97,801 | 88,038 | 2,368 | - |
| Provisions | 17 | 103,110 | 85,885 | 28,250 | 26,115 |
| Deferred government grants | 18 | 100 | 371 | 100 | 371 |
| Retirement benefit liabilities | 13 | - | 4,635 | - | - |
| Total Current Liabilities | 797,666 | 1,031,540 | 603,172 | 715,485 |
|
| NON-CURRENT LIABILITIES | |||||
| Interest-bearing liabilities | 15 | 850,612 | 595,197 | - | - |
| Non-current tax liabilities | 16 | - | 5,043 | - | - |
| Deferred tax liabilities | 11 | 85,515 | 61,767 | - | 1,715 |
| Provisions | 17 | 107,623 | 408,053 | 5,681 | 5,223 |
| Deferred government grants | 18 | 4,961 | 4,093 | 4,961 | 4,093 |
| Retirement benefit liabilities | 13 | 84,468 | 90,588 | - | - |
| Total Non-Current Liabilities | 1,133,179 | 1,164,741 | 10,642 | 11,031 |
|
| TOTAL LIABILITIES | 1,930,845 | 2,196,281 | 613,814 | 726,516 |
|
| NET ASSETS | 2,268,849 | 1,989,804 | 1,487,818 | 1,158,596 |
|
| EQUITY | |||||
| Contributed equity | 19 | 1,023,941 | 994,101 | 1,023,941 | 994,101 |
| Reserves | 20 | (190,371) | (55,767) | 33,104 | 13,351 |
| Retained earnings | 21 | 1,435,279 | 1,051,470 | 430,773 | 151,144 |
| TOTAL EQUITY | 23 | 2,268,849 | 1,989,804 | 1,487,818 | 1,158,596 |
The above balance sheets should be read in conjunction with the accompanying notes.
3
CSL Limited
Statements of recognised income and expense for the year ended 30 June 2007
| Consolidated | Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 |
||
| Notes | $000 | $000 | $000 | $000 |
|
| Profit for the year | 539,299 | 117,357 | 438,130 | 16,034 |
|
| Exchange differences on translation of foreign operations, net of hedges |
20 | (154,357) | 116,691 | - | - |
| Gains/(losses) on available-for-sale financial assets, net of tax |
20 | 3,058 | (101) | 3,058 | (101) |
| Actuarial gains/(losses) on defined benefit plans, net of tax | 21 | 7,044 | (9,558) | 4,033 | 1,437 |
| Net income/(expense) recognised directly in equity | (144,255) | 107,032 | 7,091 | 1,336 |
|
| Total recognised income and expense for the year attributable to equity holders |
23 | 395,044 | 224,389 | 445,221 | 17,370 |
The above statements of recognised income and expense should be read in conjunction with the accompanying notes.
4
CSL Limited Cash Flow Statements
for the year ended 30 June 2007
| Consolidated Group Parent Company |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 Notes $000 $000 $000 $000 |
|
| Cash flows from Operating Activities Receipts from customers (inclusive of GST) 3,177,730 2,982,382 346,152 373,303 Payments to suppliers and employees(inclusive of GST) (2,517,286) (2,324,695) (257,920) (329,539) Cash generated from operations 660,444 657,687 88,232 43,764 Income taxes (paid)/received (175,308) (127,727) (18,356) 4,173 Interest received 32,677 24,767 2,112 8,438 Finance costspaid (36,973) (32,563) (252) (324) |
|
| Cash generated from operations 660,444 657,687 88,232 43,764 Income taxes (paid)/received (175,308) (127,727) (18,356) 4,173 Interest received 32,677 24,767 2,112 8,438 Finance costspaid (36,973) (32,563) (252) (324) |
|
| Net | cash inflow from operating activities 24 480,840 522,164 71,736 56,051 |
| Cash flows from Investing Activities Proceeds from sale of property, plant and equipment 3,929 2,739 46 281 Payments from the sale of business unit - (14,920) - - Payments for acquired entities 32 (103,939) - (103,939) - Proceeds from sale of other financial assets 41,605 - - - Dividends received 98 396 971 2,661 Payments for property, plant and equipment (205,480) (122,065) (86,200) (38,881) Payments for other investments (128) (132) (128) (132) Payments for intellectual property (79,306) (8,548) - - Payments for restructuring of acquired entities and businesses (1,999) (10,086) - - Payments for Deferred and Contingent Consideration (486,555) - - - Payments for onerous contracts (3,469) (5,025) - - |
|
| Net cash inflow/(outflow) from investing activities (835,244) (157,641) (189,250) (36,071) |
|
| Cash flows from Financing Activities Proceeds from issue of shares 31,695 51,711 31,695 51,711 Payments for shares bought back 19 - (281,538) - (281,538) Dividends paid (162,534) (124,394) (162,534) (124,394) Advances from subsidiaries - - 12,340 49,762 Proceeds from borrowings 254,128 - - - Repayment of borrowings (20,718) (2,082) - - |
|
| Net cash inflow/(outflow) from financing activities 102,571 (356,303) (118,499) (304,459) |
|
| Net increase/(decrease) in cash and cash equivalents (251,833) 8,220 (236,013) (284,479) |
|
| Cash and cash equivalents at the beginning of the financial year 747,988 719,751 177,290 461,769 Exchange rate variations on foreign cash and cash equivalent balances (22,017) 20,017 - - |
|
| Cash at the end of the financial year 24 474,138 747,988 (58,723) 177,290 |
The above cash flow statements should be read in conjunction with the accompanying notes.
5
CSL Limited and its controlled entities Notes to the Financial Statements
for the year ended 30 June 2007
1. Summary of Significant Accounting Policies
The financial report of CSL Limited (the Parent Company) for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the directors on 22 August 2007. CSL Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. The consolidated financial statements of the Parent Company as at and for the year ended 30 June 2007 comprise the Parent Company and its subsidiaries (together referred to as the Group).
The nature of the operations and principal activities of the Group are described in the Directors’ Report.
(a) Statement of compliance
This general purpose financial report has been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Compliance with AASBs ensures that the financial report, comprising the financial statements and notes thereto, complies with the International Financial Reporting Standards (IFRS).
(b) Basis of preparation
The financial report has also been prepared under the historical cost convention, except for “available-for-sale” and “at fair value through profit or loss” financial assets and liabilities (including derivative instruments), that have been measured at fair value.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Parent Company under ASIC Class Order 98/0100. The Parent Company is an entity to which the class order applies.
The preparation of a financial report in conformity with Australian Accounting Standards requires directors to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The Group has elected to apply AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments (issued April 2007) to the annual reporting period beginning 1 July 2006. This includes applying AASB 119 to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. The effect of the early adoption of this standard is disclosure only. The Group also elected to apply AASB 7 Financial Instruments: Disclosure in the prior reporting period ended 30 June 2006.
The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report.
(c) Principles of Consolidation
The consolidated financial statements are those of the Group, comprising CSL Limited and all entities that CSL Limited controlled during the period and at balance date.
All intercompany balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated in full.
Where control of an entity is obtained during a financial period, its results are included in the consolidated income statement from the date on which control commences. Where there is loss of control of an entity, the consolidated income statement includes the results for the part of the reporting period during which control existed.
(d) Foreign Currency Translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is CSL Limited’s functional and presentational currency.
Foreign currency transactions are translated into the functional currency using the rate of exchange ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in functional currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.
Assets and liabilities of foreign operations are translated to Australian dollars at the rates of exchange ruling at the end of the reporting period. Revenue and expenses of foreign operations are translated to Australian dollars at the average rates of exchange ruling for the period. Foreign exchange differences arising on retranslation are recognised directly in the foreign currency translation reserve.
On consolidation, exchange differences arising from the translation of any net investment in foreign operations, and of borrowings designated as hedges of such investments, are taken to the foreign currency translation reserve. When a foreign operation is sold, a proportionate share of the post 1 July 2004 net exchange differences are recognised in the income statement as part of the gain or loss on sale.
6
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(e) Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group. Sales revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be reliably measured.
Interest income
Interest income is recognised as it accrues (using the effective interest rate method).
Other revenue
Other revenue is recognised as it accrues.
Dividend income
Dividend income is recognised when the shareholders’ right to receive the payment is established.
(f) Government Grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to an expense item are deferred and recognised in the income statement over the period necessary to match them with the expenses that they are intended to compensate. Government grants received for which there is no future related costs are recognised in the income statement immediately. Government grants relating to the purchase of property, plant and equipment are included in current and noncurrent liabilities as deferred income and are released to the income statement on a straight line basis over the expected useful lives of the related assets.
(g) Borrowing Costs
Borrowing costs are expensed as incurred (using the effective interest rate method), except where they are directly attributable to the acquisition or construction of a qualifying asset, in which case they are capitalised as part of the cost of that asset.
(h) 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.
(i) Income Tax
Income tax on the profit or loss for the reporting period comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the reporting period, using the income tax rate for each jurisdiction that has been enacted or substantially enacted at reporting date and any adjustments to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is provided at the tax rates expected to apply when the assets are recovered or liabilities are settled.
Temporary differences arising from the initial recognition of an asset or a liability that affect neither accounting profit nor taxable income and differences relating to investments in subsidiaries, to the extent they will probably not reverse in the foreseeable future, are not provided for.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities related to the same taxable entity or group and the same taxation authority.
(j) Cash and Cash Equivalents
Cash on hand and in banks and short-term deposits are stated at nominal value. Cash and cash equivalents comprise cash on hand, at call deposits with banks or financial institutions, investments in money market instruments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues (using the effective interest rate method).
7
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(k) Trade and other receivables
Trade and other receivables are initially recorded at the amount of the contracted sale proceeds. An allowance for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered no longer probable.
Other current receivables are recognised and carried at the nominal amount due. Non-current receivables are recognised and carried at amortised cost. They are non-interest bearing and have various repayment terms.
(l) Inventories
Raw materials and stores, work in progress and finished goods 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.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
(m) Investments and other financial assets
The Group classifies its investments as financial assets at fair value through the profit or loss, or available for sale financial assets. The classification depends on the purpose for which the investments were acquired. The Group determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date when allowed and appropriate.
Financial assets at fair value through profit or loss
This category includes financial assets held for trading and financial assets designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated. A financial asset is designated in this category if there exists the possibility it will be sold in the short term, and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date.
Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are included in the income statement in the period in which they arise.
Financial assets at fair value through the profit or loss are carried at fair value.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are designated as available-for-sale. They are included in non-current assets unless it is intended to dispose of the investment within 12 months of the balance sheet date.
Available-for-sale financial assets are carried at fair value.
Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in equity in the unrealised gains reserve until they are sold or impaired, at which time the accumulated fair value adjustments are included in the income statement.
The fair value of all financial assets are based on active market prices. If the market for a financial asset is not active, the Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the specific circumstances.
Investments in subsidiaries are carried at their cost of acquisition, less any impairment allowance, in the Parent Company’s financial statements.
8
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(n) Business Combinations
The purchase method of accounting is used for all business combinations regardless of whether equity instruments 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, where material, 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.
All identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of the business combination over the fair value of the identifiable net assets acquired is recognised as goodwill. If the cost of the acquisition is less than the identifiable net assets of the acquisition, the difference represents a discount on acquisition. The discount on acquisition is recognised immediately in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.
(o) Property, Plant and Equipment
Freehold land and buildings are recorded at cost, which is not in excess of the recoverable amount. Provision for depreciation of buildings has been made.
Plant and equipment is stated at cost less depreciation, amortisation and accumulated impairment losses, 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 useful lives on a straight line basis as follows:
Buildings 5 - 30 years Plant and equipment 3 - 15 years Leasehold improvements 5 - 10 years
(p) Impairment of Assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently whenever events or changes in circumstances indicate that it may be impaired.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units, and then, to reduce the carrying amount of the other assets in the unit on a pro-rata basis.
(q) 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.
(r) 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.
Finance leases
Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the Group are capitalised at the lower of the fair value of the leased item and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities.
Lease payments are allocated between finance charges and reduction of the lease liability so as to achieve a constant rate on the finance balance outstanding. Finance charges are charged directly against income. Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term.
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 in the income statement on a straight-line basis.
9
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(s) Goodwill and intangibles
Goodwill
On acquisition of another entity, the identifiable net assets acquired (including contingent liabilities assumed) 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. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates.
Intangibles
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets are not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis.
Research and development costs
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development.
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.
(t) Trade and other payables
Liabilities for trade and other payables are measured at amortised cost. Trade and other creditors are non-interest bearing and have various repayment terms.
(u) Interest-Bearing Liabilities and Borrowings
Interest-bearing liabilities and borrowings are recognised initially at fair value net of transaction costs incurred. Subsequent to initial recognition, interest-bearing liabilities and borrowings are stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of borrowings using the effective interest method.
10
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(v) Derivative Financial Instruments
The Group may use derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing and investment activities.
In accordance with its treasury policy, the Group does not hold or issue derivative trading instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement.
The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.
(w) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation arising from past transactions or events, it is probable that a future sacrifice of economic benefits will be made, and a reliable estimate of the amount of the obligation can be made.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
(x) Employee Benefits
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, are 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 using the projected unit credit method.
Employee benefits expenses and revenues are charged against profits on a net basis in their respective categories.
(y) Pension plans
The Group contributes to defined benefit and defined contribution pension plans for the benefit of all employees. Defined benefit pension plans provide defined lump sum benefits based on years of service and final average salary. Defined contribution plans receive fixed contributions from the Group and the Group’s legal and constructive obligation is limited to these contributions.
A liability or asset in respect of defined benefit pension plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the pension fund’s assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on national government bonds with maturity and currency that match, as closely as possible, the estimated future cash outflows. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in retained earnings as incurred.
Past service costs are recognised immediately in income, unless the changes to the pension fund are conditional on the employees remaining in service for a specified period of time (vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.
Future taxes that are funded by the entity and are part of the provision of the existing benefit obligation are taken into account in measuring the net liability or asset.
Contributions to defined contribution pension plans are recognised as an expense as they become payable.
11
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(z) Share-based payment transactions
The Group provides benefits to its employees (including key management personnel) in the form of share-based payments, whereby employees render services in exchange for rights over shares (equity settled transactions). There are currently two plans in place to provide these benefits, Senior Executive Share Ownership Plan and Employee Performance Rights Plan, and the Global Employee Share Plan.
Under the Revised Senior Executive Share Ownership Plan and Employee Performance Rights Plan, Group Executives and Employees are granted options or performance rights over CSL Limited shares which only vest if the Company and the individual achieve certain performance hurdles.
Under the Global Employee Share Plan, all employees are granted the option to acquire discounted CSL Limited shares.
The fair value of options or rights is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a combination of the Binomial and Black Scholes option valuation methodologies, taking into account the terms and conditions upon which the options and rights were granted.
The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Company revises its estimate of the number of options and rights that are expected to vest. The employee benefit expense recognised each period takes into account the most recent estimate of the number of options and rights that are expected to vest. No expense is recognised for options and rights that do not ultimately vest, except where vesting is conditional upon a market condition.
Upon exercise of options or rights, the balance of the share-based payments reserve relating to those options or rights is transferred to share capital along with any associated proceeds received.
(aa) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue or buy-back of shares are shown in equity as a deduction, net of tax, from equity.
(bb) Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to members, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share adjusts the figures used in determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(cc) New standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report.
-
AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosure and Presentation , AASB 101 Presentation of Financial Statements , AASB 114 Segment Reporting , AASB 117 Leases , AASB 133 Earnings Per Share , AASB 139 Financial Instruments: Recognition and Measurement , AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards , AASB 4 Insurance Contracts , AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the consolidated financial report.
-
AASB 8 Operating Segments replaces the presentation requirements of segment reporting in AASB 114 Segment Reporting . AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009 and is not expected to have an impact on the financial results of the Parent Company and the Group as the standard is only concerned with disclosures.
-
AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations , AASB 6 Exploration for and Evaluation of Mineral Resources , AASB 102 Inventories , AASB 107 Cash Flow Statements , AASB 119 Employee Benefits , AASB 127 Consolidated and Separate Financial Statements , AASB 134 Interim Financial Reporting , AASB 136 Impairment Assets , AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts . AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments . This standard is only expected to impact disclosures contained within the financial report.
12
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
1 Summary of Significant Accounting Policies (continued)
(cc) New standards and interpretations not yet adopted (continued)
-
Interpretation 10 Interim Financial Reporting and Impairment prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. Interpretation 10 will become mandatory for the Group’s 2008 financial statements, and will apply to goodwill, investments in equity instruments, and financial assets carried at cost prospectively from the date that the Group first applied the measurement criteria of AASB 136 and AASB 139 respectively (ie. 1 July 2004 and 1 July 2005, respectively). The adoption of Interpretation 10 is not expected to have any impact on the financial report of the Group.
-
Interpretation 11 AASB 2 Share-based Payment - Group and Treasury Share Transactions addresses the classification of a share-based payment transaction (as equity or cash settled), in which equity instruments of the parent or another group entity are transferred, in the financial statements of the entity receiving the services. Interpretation 11 will become mandatory for the Group’s 2008 financial report. Interpretation 11 is not expected to have any impact on the financial report of the Group. The effect of the interpretation on the Parent Company for the current financial year would be to increase its profit and its investments in subsidiaries by $4,870,000.
-
AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation 11 amends AASB 2 Share-based Payments to insert the transitional provisions of IFRS 2, previously contained in AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards . AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the consolidated financial report.
-
Interpretation 12 Service Concession Arrangements addresses the accounting for service concession operators, but not grantors, for public to private service concession arrangements. Interpretation 12 will apply for the Group’s 2008 financial report. This interpretation has no effect on the Group.
-
AASB 2007-2 Amendments to Australian Accounting Standards arising from AASB Interpretation 12 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards , AASB 117 Leases , AASB 118 Revenue , AASB 120 Accounting for Government Grants and Disclosure of Government Assistance , AASB 121 The Effects of Changes in Foreign Exchange Rates , AASB 127 Consolidated and Separate Financial Statement , AASB 131 Interest in Joint Ventures , and AASB 139 Financial Instruments: Recognition and Measurement . AASB 2007-2 is applicable for annual reporting periods beginning on or after 1 January 2007 and must be applied at the same time as Interpretation 12 Service Concession Arrangements. This is expected to have no effect on the Group.
-
AASB 2007-2 Amendments to Australian Accounting Standards also amends references to “UIG Interpretation” to interpretations. This amending standard is applicable to annual reporting periods ending on or after 28 February 2007. This is expected to have no effect on the Group.
-
AASB 123 (amended) Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 require that all borrowing costs associated with a qualifying asset must be capitalised. These amendments are applicable to annual reporting periods ending on or after 1 January 2009. The adoption of these amendments will have no effect on the Group as they reflect the Group’s current practice.
-
IFRIC Interpretation 14 IAS 19 – The Asset Ceiling: Availability of Economic Benefits and Minimum Funding Requirements aims to clarify how to determine in normal circumstances the limit on the assets that an employer’s balance sheet may contain in respect of its defined benefit plans. The interpretation is applicable to annual reporting periods ending on or after 1 January 2008. The interpretation will not have an effect on the Group’s financial statements.
13
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
2 Segment Information
Business Segments
The Group’s primary segment reporting format is business segments. The Group operates one segment – Human Health, the principal activity being to develop, manufacture and market biopharmaceutical products to the human health industry.
The Human Health business segment has been further broken down into CSL Behring and Other Human Health to assist with external analysis of the financial statements. Other Human Health includes CSL Biotherapies and CSL Bioplasma.
Geographical Segments
The Group 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 North and South America. The geographic segment of EMEA includes Europe, Middle East and Africa.
Segment Accounting Policies
The Group accounts for inter-segment 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 Group's policies described in note 1. During the financial year, there were no changes in segment accounting policies.
| Other | Other | |||||
|---|---|---|---|---|---|---|
| Human | Total Human | Human | Total Human | |||
| CSL Behring | Health | Health | CSL Behring | Health | Health | |
| Business segments | 2007 | 2007 | 2007 | 2006 | 2006 | 2006 |
| $000 | $000 | $000 | $000 | $000 | $000 | |
| External sales | 2,644,994 | 527,403 | 3,172,397 | 2,445,621 | 403,287 | 2,848,908 |
| Other external revenue | 7,602 | 96,995 | 104,597 | 4,721 | 24,193 | 28,914 |
| Segment revenue | 2,652,596 | 624,398 | 3,276,994 | 2,450,342 | 427,480 | 2,877,822 |
| Interest income | 33,182 | 25,466 | ||||
| Other unallocated revenue | - | 244 | ||||
| Total revenue | 3,310,176 | 2,903,532 | ||||
| Segment results | 736,554 | 77,288 | 813,842 | 497,947 | 47,902 | 545,849 |
| Other unallocated expenses net ofotherunallocatedrevenue |
(27,777) | (30,818) | ||||
| Profit from continuing | ||||||
| activities before interest and income tax and contingent |
786,065 | 515,031 | ||||
| consideration | ||||||
| Interest income | 33,182 | 25,466 | ||||
| Finance costs | (45,188) | (41,517) | ||||
| Profit before income tax | ||||||
| expense and contingent | 774,059 | 498,980 | ||||
| consideration | ||||||
| Contingent consideration | - | (328,515) | ||||
| Profit before income tax expense |
774,059 | 170,465 | ||||
| Income tax expense | (234,760) | (53,108) | ||||
| Profit attributable to members of the Parent Company |
539,299 | 117,357 |
14
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
2 Segment Information (continued)
| Other | Other | |||||
|---|---|---|---|---|---|---|
| Human | Total Human | Human | Total Human | |||
| CSL Behring | Health | Health | CSL Behring | Health | Health | |
| Business segments | 2007 | 2007 | 2007 | 2006 | 2006 | 2006 |
| $000 | $000 | $000 | $000 | $000 | $000 | |
| Assets and liabilities | ||||||
| Segment assets | 3,219,571 | 454,542 | 3,674,113 | 3,231,836 | 372,048 | 3,603,884 |
| Unallocated assets | 525,581 | 582,201 | ||||
| Total assets | 4,199,694 | 4,186,085 | ||||
| Segment liabilities | 856,778 | 57,124 | 913,902 | 807,710 | 69,887 | 877,597 |
| Unallocated liabilities | 1,016,943 | 1,318,684 | ||||
| Total liabilities | 1,930,845 | 2,196,281 | ||||
| Other Segment information | ||||||
| Segment capital expenditure | 119,171 | 86,259 | 205,430 | 82,721 | 38,278 | 120,999 |
| Unallocated capital expenditure | 50 | 1,066 | ||||
| Total capital expenditure | 205,480 | 122,065 | ||||
| Depreciation and amortisation | 87,278 | 43,788 | 131,066 | 84,772 | 29,271 | 114,043 |
| Unallocated depreciation and amortisation |
1,503 | 2,021 | ||||
| Total depreciation and **amortisation ** |
132,569 | 116,064 | ||||
| Other non-cash expenses | 222 | - | 222 | - | 75 | 75 |
| Australasia/ | Europe, Middle | Consolidated | ||||
| Geographic segments | Asia Pacific | Americas | East & Africa |
Group | ||
| June 2007 | $000 | $000 | $000 |
$000 | ||
| External revenues | 785,032 | 1,293,489 | 1,231,655 |
3,310,176 | ||
| Segment assets | 1,128,149 | 817,180 | 2,254,365 |
4,199,694 | ||
| Total capital expenditure | 86,615 | 39,760 | 79,105 |
205,480 | ||
| June 2006 | ||||||
| External revenues | 575,073 | 1,200,896 | 1,127,563 |
2,903,532 | ||
| Segment assets | 1,131,432 | 736,636 | 2,318,017 |
4,186,085 | ||
| Total capital expenditure | 39,703 | 40,000 | 42,362 |
122,065 |
15
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| Consolidated Group | Consolidated Group | Parent | Company | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 |
|||
| Notes | $000 | $000 | $000 | $000 |
||
| 3 | Revenue and expenses from continuing operations | |||||
| Revenue | ||||||
| Sales revenue | 3,172,397 | 2,848,908 | 485,100 | 346,822 |
||
| Other revenue | ||||||
| Royalties and licence revenue | 103,470 | 28,208 | 93,052 | 23,464 |
||
| Finance revenue | 33,182 | 25,466 | 3,112 | 8,337 |
||
| Rent | 1,127 | 950 | 1,041 | 950 |
||
| Dividend revenue - Subsidiaries | - | - | 400,873 | 2,265 |
||
| Total other revenues | 137,779 | 54,624 | 498,078 | 35,016 |
||
| Total revenue from continuingoperations | 3,310,176 | 2,903,532 | 983,178 | 381,838 |
||
| Finance revenue comprises: | ||||||
| Interest income: | ||||||
| Other persons and/or corporations | 33,118 | 25,317 | 3,048 | 8,033 |
||
| Subsidiaries | - | - | - | 165 |
||
| Keymanagementpersonnel | 64 | 149 | 64 | 139 |
||
| 33,182 | 25,466 | 3,112 | 8,337 |
|||
| Other income | ||||||
| Government grants | 3,209 | 1,660 | 3,209 | 1,660 |
||
| Net gains on disposal of plant, property and equipment | - | 421 | - | - |
||
| Net foreign exchangegain | 66 | - | - | - |
||
| Total other income | 3,275 | 2,081 | 3,209 | 1,660 |
The Consolidated Group has entered into various grant agreements relating to the development, commercialisation and production of pharmaceutical products. The grants received are deferred until all conditions or other contingencies attaching to them have been satisfied, at which time they are recognised as other income over the period necessary to match them with the expenses that they are intended to compensate.
| Finance costs | |||||
|---|---|---|---|---|---|
| Interest expense: | |||||
| Other persons and/or corporations | 38,293 | 34,157 | 4,287 | 4,826 | |
| Non-cash interest - Unwindingof discount | 6,895 | 7,360 | - | - | |
| Total finance costs | 45,188 | 41,517 | 4,287 | 4,826 | |
| Depreciation and amortisation included in the income statement | |||||
| Depreciation and amortisation of fixed assets | |||||
| Buildings depreciation | 10 | 9,775 | 8,936 | 4,194 | 4,007 |
| Plant and equipment depreciation | 10 | 84,476 | 92,243 | 27,366 | 27,115 |
| Leased property, plant and equipment amortisation | 10 | 2,817 | 2,877 | - | - |
| Leasehold improvements amortisation | 10 | 1,880 | 950 | - | - |
| Total depreciation and amortisation of fixed assets | 98,948 | 105,006 | 31,560 | 31,122 | |
| Amortisation of intangibles | |||||
| Intellectual Property | 12 | 33,621 | 11,058 | 10,575 | - |
| Total amortisation of intangibles | 33,621 | 11,058 | 10,575 | - | |
| Total depreciation and amortisation | 132,569 | 116,064 | 42,135 | 31,122 |
16
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 3 4 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 Notes $000 $000 $000 $000 |
|
| Revenue and expenses (continued) Other expenses Write-down of inventory to net realisable value 54,448 14,852 4,884 3,490 Doubtful debts 6,037 8,787 - (74) Net loss on disposal of property, plant and equipment 222 - - 75 Net foreign exchange loss - 951 2,070 611 |
|
| 60,707 24,590 6,954 4,102 Lease payments and related expenses included in the income statement Rental expenses relatingto operatingleases 34,640 34,098 2,591 1,930 |
|
| Employee benefits expense Salaries and wages 733,735 679,617 133,266 116,505 Defined benefit plan expense 25 14,827 14,218 1,785 1,952 Defined contribution plan expense 25 15,420 14,623 10,398 9,610 Share basedpayments expense 20 9,795 4,684 9,795 4,684 |
|
| 773,777 713,142 155,244 132,751 |
|
| Income tax expense Income tax expense recognised in the income statement Current tax expense Currentyear 178,151 160,191 19,397 6,714 |
|
| Deferred tax expense Origination and reversal of temporary differences 63,649 (96,638) (2,487) (2,432) Tax losses recognised (2,646) (13,184) - - |
|
| 11 61,003 (109,822) (2,487) (2,432) |
|
| Under/(over) provided inprioryears (4,394) 2,739 (412) 1,287 |
|
| Income tax expense 234,760 53,108 16,498 5,569 |
|
| Reconciliation between tax expense and pre-tax net profit The reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax 774,059 170,465 454,628 21,603 |
|
| Income tax calculated at 30% (2006: 30%) 232,218 51,139 136,388 6,481 Research and development (2,507) (2,984) (2,339) (2,984) Non-assessable capital loss / (gain) (828) 2,073 - - Exempt dividends received - - (120,262) (680) Other non-deductible/non-assessable items 1,052 7,570 3,123 1,466 Utilisation of tax losses/unrecognised deferred tax (14,011) (13,183) - - Effects of different rates of tax on overseas income 23,230 5,754 - - Under/(Over) provision inprioryear (4,394) 2,739 (412) 1,286 |
|
| Income tax expense 234,760 53,108 16,498 5,569 |
|
| Income tax recognised directly in equity Deferred tax benefit/(expense) Share based payments 8,628 6,427 8,628 6,427 Net actuarial(gain)/loss on defined benefitplans (3,226) 6,319 (1,730) (616) |
|
| Income tax benefit/(expense)recognised in equity 11 5,402 12,746 6,898 5,811 |
17
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
4 Income tax (continued)
Tax consolidation in Australia
The Parent Company and its wholly owned Australian resident entities formed a tax consolidation group with effect from 1 July 2003 and therefore are taxed as a single entity from that date. CSL Limited is the head entity of the tax consolidated group.
Tax effect accounting by members of the tax consolidated group in Australia
Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax consolidation group are recognised in the separate financial statements of the members of the tax consolidation group using the ‘separate taxpayer within group’ approach, by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.
Current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax consolidation group and are recognised as amounts payable/(receivable) to/(from) other entities in the tax consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised as an equity contribution or distribution.
The Parent Company recognises deferred tax assets arising from unused tax losses of the tax consolidated group to the extent that it is probable that future taxable profits of the tax consolidated group will be available against which the asset can be utilised.
Tax funding arrangements and tax sharing agreements in Australia
Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement sets out the funding obligations of members of the tax consolidated group. Payments are required to/from the head entity equal to the current tax liability/(asset) assumed and any deferred tax assets arising from unused tax losses assumed by the head entity, resulting in the head entity recognising an inter-entity payable/(receivable) equal to the tax liability/(asset) assumed. The inter-entity payable/(receivable) is at call.
Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant authorities.
The head entity, in conjunction with other members of the tax consolidated group, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amount under the tax sharing agreement is considered remote.
5 Contingent consideration on acquisition of Aventis Behring
On 31 March 2004, the Group acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments.
On 20 June 2006 the Board of Directors performed their six monthly review of the likelihood of the potential contingent payments meeting the criteria for recognition as a provision. During this review it was determined that as a result of the continued positive business performance the contingency now met the recognition criteria and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited.
Consistent with AIFRS and the company’s announcement at the time of the acquisition, the provision was charged to the Income Statement at the time of recognition. To provide the reader with greater clarity of the effect of this charge on the financial statements, it has been separately shown on the face of the Income Statement. The liability was included on the balance sheet within non-current provisions as at 30 June 2006 (see note 17).
The amount was settled early with Sanofi-Aventis to assist in the facilitation of the extension of the Helixate supply contract with Bayer. The amount was paid in February 2007.
18
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 6 7 8 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
Cash and cash equivalents Cash at bank and on hand 137,629 384,064 - 28,066 Cash deposits 342,608 369,630 - 149,224 |
|
| 480,237 753,694 - 177,290 |
|
Trade and other receivables Current Trade receivables 547,797 538,726 23,014 35,843 Less: Allowance for doubtful debts_(i)_ 18,853 13,744 423 423 |
|
| 528,944 524,982 22,591 35,420 Sundry receivables 61,242 40,063 41,488 7,805 Prepayments 26,794 28,634 2,763 3,036 Receivables – wholly owned subsidiaries - - 263,742 49,534 Receivables –partlyowned subsidiaries - - 3,939 3,939 |
|
| 616,980 593,679 334,523 99,734 |
|
| Non Current Related parties Loans to key management personnel – executive directors 46 511 46 511 Loans to key management personnel – other executives 960 4,937 960 4,937 Loans to other employees 6,528 5,669 6,528 5,669 LongTerm Deposits 3,133 6,556 - - |
|
| 10,667 17,673 7,534 11,117 |
|
| (i) Reconciliation of Allowance for doubtful debts Opening balance 13,744 4,170 423 497 Additional allowance / (utilised) 6,037 8,787 - (74) Currencytranslation differences (928) 787 - - |
|
| 18,853 13,744 423 423 |
|
Inventories Raw materials and stores – at cost 237,185 188,269 14,951 13,088 Less: Allowance for diminution in value 4,205 10,139 424 967 |
|
| Raw materials and stores – net 232,980 178,130 14,527 12,121 |
|
| Work in progress – at cost 545,629 413,415 24,987 19,073 Less: Allowance for diminution in value 35,593 25,699 792 1,549 |
|
| Work inprogress – net 510,036 387,716 24,195 17,524 |
|
| Finished goods – at cost 393,664 423,129 31,559 37,985 Less: Allowance for diminution in value 8,399 15,548 863 1,204 |
|
| Finishedgoods - net 385,265 407,581 30,696 36,781 |
|
| 1,128,281 973,427 69,418 66,426 |
19
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 9 10 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Other financial assets Current At fair value through the profit or loss: Managed financial assets 594 7,872 - - |
|
| Non-current Available-for-sale financial assets: Unlisted equity securities 7,913 4,728 7,913 4,728 At fair value through the profit or loss: Managed financial assets 5,895 - - - Shares in subsidiaries – at cost(refer note 31) - - 1,333,788 1,228,207 |
|
| 13,808 4,728 1,341,701 1,232,935 |
|
| Property, Plant and Equipment Land at cost Opening balance 25,734 26,097 25,030 25,030 Disposals - (411) - - Currencytranslation differences (140) 48 - - |
|
| Closingbalance 25,594 25,734 25,030 25,030 |
|
| Buildings at cost Opening balance 231,360 196,653 83,255 81,162 Transferred from capital work in progress 11,795 24,803 8,883 2,093 Other additions 4,864 264 - - Disposals (778) (101) - - Currencytranslation differences (23,160) 9,741 - - |
|
| Closingbalance 224,081 231,360 92,138 83,255 |
|
| Accumulated depreciation and impairment losses Opening balance 50,641 39,039 26,507 22,500 Depreciation for the year 9,775 8,936 4,194 4,007 Disposals (778) (103) - - Currencytranslation differences (6,939) 2,769 - - |
|
| Closingbalance 52,699 50,641 30,701 26,507 |
|
| Net book value of buildings 171,382 180,719 61,437 56,748 |
|
| Net book value of land and buildings 196,976 206,453 86,467 81,778 |
|
| Leasehold improvements at cost Opening balance 5,040 4,208 159 168 Transferred from capital work in progress 4,504 1,286 - - Other additions 1,275 31 - - Additions through acquisition of controlled entities 357 - - - Disposals (1,471) (26) - (9) Currencytranslation differences (933) (459) - - |
|
| Closingbalance 8,772 5,040 159 159 |
|
| Accumulated amortisation and impairment Opening balance 3,378 2,282 159 168 Amortisation for the year 1,880 950 - - Disposals (1,471) (17) - (9) Currencytranslation differences (1,290) 163 - - |
|
| Closingbalance 2,497 3,378 159 159 |
|
| Net book value of leasehold improvements 6,275 1,662 - - |
20
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 10 | Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Property, Plant and Equipment (continued) Plant and equipment at cost Opening balance 994,620 884,337 492,845 486,233 Transferred from capital work in progress 81,540 69,160 40,284 17,020 Other additions 17,859 18,297 - - Additions through acquisition of controlled entities 253 - - - Disposals (12,793) (24,187) (54) (10,408) Currencytranslation differences (88,074) 47,013 - - |
|
| Closingbalance 993,405 994,620 533,075 492,845 |
|
| Accumulated depreciation and impairment Opening balance 509,303 412,570 338,715 321,728 Depreciation for the year 84,476 92,243 27,366 27,115 Disposals (8,642) (22,151) (7) (10,128) Currencytranslation differences (57,359) 26,641 - - |
|
| Closingbalance 527,778 509,303 366,074 338,715 |
|
| Net book value ofplant and equipment 465,627 485,317 167,001 154,130 |
|
| Leased property, plant and equipment at cost Opening balance 37,293 33,617 - - Other additions 139 256 - - Disposals (81) (116) - - Currencytranslation differences (4,007) 3,536 - - |
|
| Closingbalance 33,344 37,293 - - |
|
| Accumulated amortisation and impairment Opening balance 7,881 3,741 - - Amortisation for the year 2,817 2,877 - - Disposals (81) (108) - - Currencytranslation differences (1,750) 1,371 - - |
|
| Closingbalance 8,867 7,881 - - |
|
| Net book value of leasedproperty,plant and equipment 24,477 29,412 - - |
|
| Capital work in progress Opening balance 93,492 81,863 32,973 13,206 Other additions 181,343 103,084 86,200 38,880 Transferred to buildings at cost (11,795) (24,803) (8,883) (2,093) Transferred to plant and equipment at cost (81,540) (69,160) (40,284) (17,020) Transferred to leasehold improvements at cost (4,504) (1,286) - - Currencytranslation differences (11,457) 3,794 - - |
|
| Closingbalance 165,539 93,492 70,006 32,973 |
|
| Total net book value ofproperty, plant and equipment 858,894 816,336 323,474 268,881 |
21
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 11 | Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Deferred tax assets and liabilities Deferred tax asset 150,656 187,432 7,670 - Deferred tax liability (85,515) (61,767) - (1,715) |
|
| Net deferred tax asset /(liability) 65,141 125,665 7,670 (1,715) |
|
| Deferred tax balances comprise temporary differences attributable to: Amounts recognised in the income statement Trade and other receivables 1,187 (7,518) (13) 449 Inventories 12,849 41,698 (2,621) (2,095) Property, plant and equipment (60,199) (62,066) (17,613) (18,797) Intangible assets (63,688) (49,171) (2,828) - Other assets (47) 8,169 148 153 Trade and other payables 9,295 8,813 6,590 2,084 Interest bearing liabilities 544 751 - - Other liabilities and provisions 147,052 164,769 11,298 10,680 Recognised carry-forward tax losses - 7,474 - - |
|
| 46,993 112,919 (5,039) (7,526) Amounts recognised in equity Other assets 15,055 6,427 15,055 6,427 Other liabilities andprovisions 3,093 6,319 (2,346) (616) |
|
| 18,148 12,746 12,709 5,811 |
|
| Net deferred tax asset/(liability) 65,141 125,665 7,670 (1,715) |
|
| Movement in temporary differences during the year Opening balance 125,665 (1,618) (1,715) (9,958) Credited/(charged) to the income statement (61,003) 109,882 2,487 2,432 Credited to equity 5,402 12,746 6,898 5,811 Currencytranslation difference (4,923) 4,655 - - |
|
| Closingbalance 65,141 125,665 7,670 (1,715) |
|
| Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: Tax losses: Expiry date in less than 1 year 18 226 - - Expiry date greater than 1 year but less than 5 years - - - - Expiry date greater than 5 years 8,530 6,519 - - No expirydate 17,413 19,547 - - |
|
| 25,961 26,292 - - |
Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available for utilisation in the entities that have recorded these losses.
22
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 12 | Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Intangible Assets Carrying amounts Goodwill Opening balance 735,431 692,591 - - Additions 12,083 - - - Currencytranslation differences (91,849) 42,840 - - |
|
| Closingbalance 655,665 735,431 - - |
|
| Intellectual property Opening balance 105,849 104,411 20,000 20,000 Additions 245,693 - - - Disposals - - - - Currencytranslation differences (29,834) 1,438 - - |
|
| Closingbalance 321,708 105,849 20,000 20,000 |
|
| Accumulated amortisation and impairment Opening balance 20,439 10,567 - - Amortisation for the year 33,621 11,058 10,575 - Currencytranslation differences (4,281) (1,186) - - |
|
| Closingbalance 49,779 20,439 10,575 - |
|
| Net intellectualproperty 271,929 85,410 9,425 20,000 |
|
| Total net intangible assets 927,594 820,841 9,425 20,000 |
The amortisation charge is recognised in general and administration expenses in the income statement.
Impairment tests for cash generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Group’s business unit which represents the lowest level within the Group at which the goodwill is monitored for internal management purposes.
The aggregate carrying amounts of goodwill allocated to each unit are as follows:
| CSL Behring | 643,582 | 735,431 | - | - |
|---|---|---|---|---|
| CSL Biotherapies | 12,083 | - | - | - |
| 655,665 | 735,431 | - | - |
The impairment tests for these cash generating units is based on value in use calculations. These calculations use cash flow projections based on actual operating results and the three-year strategic business plan. Cash flows for a further period of 3 years have been extrapolated using a zero per cent growth rate at which point a Terminal Value is calculated based on a business valuation multiple. The valuation multiple has been calculated based on independent external analyst views, long term government bond rates and the Company’s pre-tax cost of debt. Projected cash flows have been discounted by using the implied pre-tax discount rate of 9.66% associated with the business valuation multiple discussed above.
The recoverable amount of the units significantly exceeds their carrying amounts, including goodwill. It is not considered a reasonable possibility for a change in assumptions to occur that would lead to the recoverable amount falling below the unit’s carrying amount.
23
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 13 14 15 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Retirement benefit assets and liabilities Retirement benefit assets Non-current Defined benefitplans(refer note 25) 11,983 3,514 7,887 1,840 |
|
| Retirement benefit liabilities Current defined benefit plans (refer note 25) - 4,635 - - Non-current defined benefitplans(refer note 25) 84,468 90,588 - - |
|
| Total retirement benefit liabilities 84,468 95,223 - - |
|
| Trade and other payables Current Trade payables 177,010 136,089 43,961 32,859 Accruals and other payables 262,500 252,890 55,450 37,179 Payable – whollyowned subsidiaries - - 414,320 618,961 |
|
| 439,510 388,979 513,731 688,999 |
|
| Interest-bearing liabilities and borrowings Current Bank overdrafts – Unsecured 6,099 5,706 58,723 - Bank loans – Unsecured_(a) 118,178 347,333 - - Senior Unsecured Notes - Unsecured(b) 16,751 18,993 - - Deferred cash settlement for subsidiary acquired - Unsecured(c) - 80,228 - - Deferred cash settlement for intangibles acquired - Unsecured(d) 14,197 9,261 - - Lease liability– Secured (e)_ 1,920 2,111 - - |
|
| 157,145 463,632 58,723 - |
|
| Non-current Bank loans - Unsecured_(a) 549,182 139,589 - - Senior Unsecured Notes - Unsecured(b) 266,985 317,477 - - Deferred cash settlement for subsidiary acquired - Unsecured(c) - 82,262 - - Deferred cash settlement for intangibles acquired - Unsecured(d) - 16,459 - - Lease liability- Secured(e)_ 34,445 39,410 - - |
|
| 850,612 595,197 - - |
(a) During the year the Group re-negotiated its global multicurrency facility. The facility was increased to $900 million (2006: $650 million) and the maturity dates extended. The facility now has three tranches with maturity dates in March 2008, March 2010 and March 2012. In March 2007 a draw down of US$200 million ($254 million) was made under the facility and the funds were used to partially fund the remaining consideration payable for the acquisition of Aventis Behring. Interest on the facility is paid quarterly in arrears at a variable rate.
(b) Represents US$150 million and Euro68 million of Senior Unsecured Notes placed into the US Private Placement market. The notes have biannual repayments and mature in December 2012. The interest rate on the US$ notes is fixed at 5.30% and 5.90%. The interest rate on the Euro notes is fixed at 3.98% and 4.70%.
(c) During the year the Group paid the remaining consideration payable for the acquisition of Aventis Behring.
(d) The company has deferred cash settlements for consideration payable on the acquisition of intangible assets, discounted at the incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%). Payment dates are determined in accordance with the acquisition agreements and are payable at various dates concluding in 2007.
(e) Finance leases have an average lease term of 17 years (2006: 18 years). The weighted average discount rate implicit in the leases is 6.35% (2006: 6.14%). The Group’s lease liabilities are secured by leased assets of $24.5 million (2006: $29.4 million). In the event of default, leased assets revert to the lessor.
Note 35 has further information about the Group’s exposure to interest rate risk, foreign exchange risk and the fair value of financial assets and liabilities.
24
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 16 17 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 Notes $000 $000 $000 $000 |
|
| Tax assets and liabilities Current Assets Income tax - 6,889 - 6,889 |
|
| Tax Liabilities Current liability income tax 97,801 88,038 2,368 - Non-current income tax - 5,043 - - |
|
| Total tax liabilities 97,801 93,081 2,368 - |
|
| Provisions Current Employee benefits 25 61,197 66,237 27,473 24,805 Restructuring 6,704 10,828 - - Onerous contracts 4,638 4,676 - - Surplus lease space 724 2,343 - - Provision for contingent consideration 29,847 - - - Other - 1,801 777 1,310 |
|
| 103,110 85,885 28,250 26,115 |
|
| Non-current Employee benefits 25 40,771 52,586 4,420 4,221 Onerous contracts 10,195 15,863 - - Surplus lease space - 948 - - Provision for contingent consideration 56,657 337,654 - - Other - 1,002 1,261 1,002 |
|
| 107,623 408,053 5,681 5,223 |
Restructuring
A restructuring provision is recognised when the main features of the restructuring are planned, identifying the business/locations affected, location, function and approximate number of employees, the expenditures that will be undertaken and the implementation timetable, and there is a demonstrable commitment and valid expectation that the restructuring plan will be implemented.
Onerous contracts
The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs, over the estimated cash flows to be received in relation to certain contracts, having regard to the risks of the activities relating to the contracts.
Surplus lease space
A surplus lease space provision has been recognised in respect to the net obligation payable for various non-cancellable operating leases where the leases have been identified as surplus to the Group’s current requirements.
Provision for contingent consideration on acquisitions
A provision for contingent consideration is recognised when it is probable that payment will be made and the amount can be measured reliably.
Discounting
Where the effect of discounting is determined to be material to the provision, the net estimated cash flows are discounted using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the liability.
25
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 17 18 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Provisions (continued) Movements in provisions Restructuring Opening balance 10,828 23,319 - - Payments made (1,999) (10,086) - - Provision utilised (1,101) (3,357) - - Currencytranslation differences (1,024) 952 - - |
|
| Closingbalance 6,704 10,828 - - |
|
| Onerous contracts Opening balance 20,539 15,250 - - Additional provision - 9,111 - - Payments made (3,469) (5,025) - - Provision utilised (882) - - - Currencytranslation differences (1,355) 1,203 - - |
|
| Closingbalance 14,833 20,539 - - |
|
| Surplus lease space Opening balance 3,291 10,564 - - Payments made (2,394) (4,908) - - Provision utilised (6) (2,511) - - Currencytranslation differences (167) 146 - - |
|
| Closingbalance 724 3,291 - - |
|
| Contingent consideration Opening balance 337,654 - - - Provision recognised 91,731 328,515 - - Payments made (323,583) - - - Currencytranslation differences (22,330) 9,139 - - |
|
| Closingbalance 83,472 337,654 - - |
|
| Other Opening balance 2,803 7,932 2,312 6,876 Additional provision 1,692 1,101 659 74,575 Payments made (1,407) (6,282) (933) (79,139) Currencytranslation differences (56) 52 - - |
|
| Closingbalance 3,032 2,803 2,038 2,312 |
|
| Deferred government grants Current deferred income 100 371 100 371 Non-current deferred income 4,961 4,093 4,961 4,093 |
|
| 5,061 4,464 5,061 4,464 |
26
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 19 | Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 Contributed equity Ordinaryshares issued and fully paid 1,023,941 994,101 1,023,941 994,101 |
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 proxy, at a meeting of the company.
| 2007 | 2007 | 2006 | ||
|---|---|---|---|---|
| Number | Number | |||
| of shares | $000 | ofshares | $000 | |
| Movement in ordinary shares on issue | ||||
| Opening balance | 181,889,019 | 994,101 | 188,272,370 | 1,223,466 |
| Shares issued to employees through participation in SESOP II_(i)_ |
864,930 | 25,295 | 1,553,870 | 49,917 |
| Shares issued to employees through Performance Rights (ii) |
221,800 | - | - | - |
| Shares issued to employees through participation in GESP (iii) |
66,273 | 2,817 | 62,779 | 1,794 |
| Share Based Payments reserve transfer | - | 1,728 | - | 462 |
| Share buy-back, inclusive of cost_(iv)_ | - | - | (8,000,000) | (281,538) |
| Closingbalance | 183,042,022 | 1,023,941 | 181,889,019 | 994,101 |
| (i) (ii) (iii) |
Consolidated Group Parent Company 2007 2006 2007 2006 $000 $000 $000 $000 Options exercised under SESOP II as disclosed in note 26 were as follows: - 189,420 issued at $12.19 2,309 636 2,309 636 - 6,000 issued at $20.67 124 372 124 372 - 0 issued at $20.84 - 354 - 354 - 0 issued at $21.01 - 252 - 252 - 0 issued at $23.07 - 923 - 923 - 321,870 issued at $27.97 9,003 12,855 9,003 12,855 - 50,300 issued at $34.04 1,712 15,917 1,712 15,917 - 215,340 issued at $37.54 8,084 17,369 8,084 17,369 - 50,000 issued at $49.31 2,465 - 2,465 - - 32,000 issued at $49.94 1,598 1,239 1,598 1,239 |
|---|---|
| 25,295 49,917 25,295 49,917 |
|
| Performance Rights exercised as disclosed in note 26 were as follows: - 221,800 issued at nil consideration - - - - Shares issued to employees under Global Employee Share Plan (GESP) as disclosed in note 26 were as follows: - 32,727 issued at $41.95 on 6 September 2006 1,373 822 1,373 822 - 33,546 issued at $43.04 on 7 March 2007 1,444 972 1,444 972 |
|
| 2,817 1,794 2,817 1,794 |
(iv) During the year ended 30 June 2006, as part of its capital management program, the Company purchased 8,000,000 ordinary shares on market at an average price of $35.16 per share, with prices ranging from $34.25 to $36.44. The share buy-back was approved by the Board on 28 June 2005. All shares were cancelled.
27
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| Consolidated Group Parent Company |
|
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| 20 | Reserves Share based payments reserve 30,147 13,452 30,147 13,452 Net unrealised gains reserve 2,957 (101) 2,957 (101) Foreign currencytranslation reserve (223,475) (69,118) - - |
| (190,371) (55,767) 33,104 13,351 |
|
| Movements in reserves Share based payments reserve Opening balance 13,452 2,803 13,452 2,803 Share based payments expense 9,795 4,684 9,795 4,684 Deferred tax on share based payments 8,628 6,427 8,628 6,427 Transfer to contributed equity (1,728) (462) (1,728) (462) |
|
| Closingbalance 30,147 13,452 30,147 13,452 |
|
| Net unrealised gains reserve Opening balance (101) - (101) - Unrealised gains/(losses) on revaluation of available-for- saleinvestments 3,058 (101) 3,058 (101) |
|
| Closingbalance 2,957 (101) 2,957 (101) |
|
| Foreign currency translation reserve Opening balance (69,118) (185,809) - - Net exchange gains/(losses) on translation of foreign subsidiaries,net of hedge (154,357) 116,691 - - |
|
| Closingbalance (223,475) (69,118) - - |
Nature and purpose of reserves
Share based payments reserve
The share based payments reserve is used to recognise the fair value of options, performance rights and global employee share plan rights issued but not exercised. Amounts are transferred to contributed equity when options and other equity instruments are exercised.
Net unrealised gains reserve
The net unrealised gains reserve is used to recognise the cumulative changes in the fair value, net of tax, of investments that are classified as available-for-sale. Amounts are recognised in profit or loss when the associated assets are sold or impaired.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations and exchange gains and losses arising on those foreign currency borrowings which are designated as hedging the Company’s net investment in foreign operations.
28
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 21 22 23 |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 Note $000 $000 $000 $000 |
|
| Retained earnings Opening balance 1,051,470 1,068,065 151,144 258,067 Net profit for the year 539,299 117,357 438,130 16,034 Dividends 22 (162,534) (124,394) (162,534) (124,394) Actuarial gain/(loss) on defined benefit plans 10,270 (15,877) 5,763 2,053 Deferred tax on actuarialgain/(loss)on defined benefitplans (3,226) 6,319 (1,730) (616) |
|
| Closingbalance 1,435,279 1,051,470 430,773 151,144 |
|
| Dividends Dividends paid Dividends recognised in the current year by the Company are: Final ordinary dividend of 40 cents per share, unfranked, paid on 13 October 2006 (2006: 30 cents per share, fully franked) 72,926 55,113 72,926 55,113 Special dividend of 10 cents per share, franked to 1.78 cents, paid on 10 October 2005 - 18,371 - 18,371 Interim ordinary dividend of 49 cents per share, unfranked, paid on 13April 2007(2006: 28 cents pershare, unfranked) 89,608 50,910 89,608 50,910 |
|
| 162,534 124,394 162,534 124,394 |
|
| 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 55 cents per share, franked to 27.5 cents per share (2006: ordinary dividend of 40 cents per share unfranked). 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 12 October 2007 out of retained earnings at 30 June2007, butnotrecognised as aliability: 100,673 72,756 100,673 72,756 |
|
| Franked dividends 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: Franked to 30% 13,823 - 13,823 - |
|
| Equity Total equity at the beginning of the financial year 1,989,804 2,108,525 1,158,596 1,484,336 Total recognised income and expense for the year attributable to equity holders 395,044 224,389 445,221 17,370 Movement in contributed equity 29,840 (229,365) 29,840 (229,365) Dividends (162,534) (124,394) (162,534) (124,394) Movement in share basedpayments reserve 16,695 10,649 16,695 10,649 |
|
| Total equityat the end of the financialyear 2,268,849 1,989,804 1,487,818 1,158,596 |
29
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 24 (a) (b) |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 Notes $000 $000 $000 $000 |
|
| Statement of Cash Flows Reconciliation of cash and cash equivalents and non- cash financing and investing activities Cash at the end of the year is shown in the cash flow statement as: Cash at bank and on hand 6 137,629 384,064 - 28,066 Cash deposits 6 342,608 369,630 - 149,224 Bank overdrafts 15 (6,099) (5,706) (58,723) - |
|
| 474,138 747,988 (58,723) 177,290 |
|
| Reconciliation of Profit after tax to Cash Flows from Operations Profit after tax 539,299 117,357 438,130 16,034 Non-cash items in profit after tax Contingent consideration - 233,536 - - Depreciation and amortisation 132,569 116,064 42,135 31,122 (Gain)/loss on disposal of property, plant and equipment 222 (421) - 75 Finance costs 368 1,351 - - Unwinding of discount 6,895 7,360 - - Dividends and management fees - - (431,175) - Share based payments expense 9,795 4,684 9,795 4,684 Changes in assets and liabilities, net of the effects of purchase / disposal of subsidiaries: (Increase)/decrease in trade and other receivables (104,581) 24,704 (13,171) (16,803) (Increase)/decrease in inventories (257,762) 30,500 (2,992) (6,975) (Increase)/decrease in retirement benefit assets (9,046) (19,342) (6,047) 213 Increase/decrease in net tax assets and liabilities 59,452 20,360 (1,858) 9,742 Increase/(decrease) in trade and other payables 93,210 (6,066) 20,979 10,751 Increase/(decrease) in deferred government grants 597 1,504 597 1,504 Increase/(decrease) in provisions 1,781 (3,713) 9,580 5,862 Increase/(decrease) in retirement benefit liabilities 8,041 (5,714) 5,763 (158) |
|
| Net cash inflow from operatingactivities 480,840 522,164 71,736 56,051 |
30
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 25 (a) |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $000 $000 $000 $000 |
|
| Employee benefits A reconciliation of the employee benefits recognised is as follows: Retirement benefit assets – non-current(note 13) 11,983 3,514 7,887 1,840 |
|
| Retirement benefit liabilities – current (note 13) - 4,635 - - Provision for employee benefits – current (note 17) 61,197 66,237 27,473 24,805 Retirement benefit liabilities – non-current (note 13) 84,468 90,588 - - Provision for employee benefits – non-current(note 17) 40,771 52,586 4,420 4,221 |
|
| 186,436 214,046 31,893 29,026 |
|
| The number of full time equivalents employed at 30 June 8,423 7,575 1,487 1,427 |
|
| Defined benefit plans |
The Group sponsors a range of defined benefit Pension plans that provide pension benefits for its worldwide employees upon retirement. Entities of the Group who operate the defined benefit plans contribute to the respective plans in accordance with the Trust Deeds, following the receipt of actuarial advice.
| Movements in the net liability/(asset) for defined benefit | ||||
|---|---|---|---|---|
| obligations recognised in the balance sheet | ||||
| Net liability/(asset) for defined benefit obligation: | ||||
| Opening balance | 91,709 | 95,617 | (1,840) | 159 |
| Contributions received | (13,749) | (38,732) | (2,069) | (1,898) |
| Benefits paid | (2,309) | (1,849) | - | - |
| Expense/(benefit) recognised in the income statement (refer below) |
14,827 | 14,218 | 1,785 | 1,952 |
| Actuarial (gains)/losses recognised in equity | (10,270) | 15,877 | (5,763) | (2,053) |
| Other movements | 146 | 60 | - | - |
| Currencytranslation differences | (7,869) | 6,518 | - | - |
| Closingbalance | 72,485 | 91,709 | (7,887) | (1,840) |
| Net liability/(asset) for defined benefit obligation is | ||||
| reconciled to the balance sheet as follows: | ||||
| Retirement benefit assets – non-current (note 13) | (11,983) | (3,514) | (7,887) | (1,840) |
| Retirement benefit liabilities – current (note 13) | - | 4,635 | - | - |
| Retirement benefit liabilities – non-current(note 13) | 84,468 | 90,588 | - | - |
| Net liability/(asset) | 72,485 | 91,709 | (7,887) | (1,840) |
| Amounts for the current andpreviousperiods are as | Amounts for the current andpreviousperiods are as | follows: | ||||
|---|---|---|---|---|---|---|
| Consolidated Group | Parent | Company | ||||
| 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | |
| $000 | $000 | $000 | $000 | $000 | $000 | |
| Defined benefit obligation | 371,106 | 477,637 | 421,558 | 26,661 | 26,903 | 26,199 |
| Plan assets | 298,621 | 385,928 | 325,941 | 34,548 | 28,743 | 26,040 |
| Surplus/(deficit) | (72,485) | (91,709) | (95,617) | 7,887 | 1,840 | (159) |
| Experience adjustments onplan liabilities | (1,983) | (10,562) | (30,289) | 2,038 | 959 | (1,115) |
| Experience adjustments onplan assets | 12,253 | (5,316) | 5,969 | 3,725 | 1,094 | 1,170 |
| Actual return onplan assets | 28,018 | 11,924 | 25,129 | 5,736 | 2,910 | 2,812 |
The Group and the Parent Company have used the AASB 1 exemption and disclosed amounts under AASB 1.20A(p) above for each annual reporting period prospectively from the AIFRS transition date (1 July 2004).
31
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 25 (a) |
Consolidated Group Parent Company 2007 2006 2007 2006 $000 $000 $000 $000 Employee benefits (continued) Defined benefit plans (continued) Changes in the present value of the defined benefit obligation are as follows: Opening balance 477,637 421,558 26,903 26,199 Service cost 15,323 14,514 2,516 2,627 Interest cost 14,734 16,006 1,280 1,141 Past service costs 535 938 - - Contributions by members 3,665 3,086 - - Actuarial (gains)/losses 1,983 10,562 (2,038) (959) Benefits paid (93,028) (12,837) (1,135) (1,593) Other movements (719) (452) (865) (512) Currencytranslation differences (49,024) 24,262 - - Closingbalance 371,106 477,637 26,661 26,903 The present value of the defined benefit obligation comprises: Present value of wholly unfunded obligations 77,721 81,034 - - Present value of funded obligations 293,385 396,603 26,661 26,903 371,106 477,637 26,661 26,903 Changes in the fair value of plan assets are as follows: Opening balance 385,928 325,941 28,743 26,040 Expected return on plan assets 15,765 17,240 2,011 1,816 Actuarial gains/(losses) on plan assets 12,253 (5,316) 3,725 1,094 Contributions by employer 13,749 38,732 2,069 1,898 Contributions by members 3,665 3,087 - - Benefits paid (90,719) (10,988) (1,135) (1,593) Other movements (865) (512) (865) (512) Currencytranslation differences (41,155) 17,744 - - Closingbalance 298,621 385,928 34,548 28,743 The major categories of plan assets as a percentage of total plan assets is as follows: Cash 6.2% 15.7% 6.0% 8.1% Equity instruments 41.6% 28.9% 69.0% 59.9% Debt instruments 42.0% 44.8% 9.0% 22.3% Property 10.2% 8.8% 16.0% 9.7% Other assets - 1.8% - - 100.0% 100.0% 100.0% 100.0% Expenses/(gains) recognised in the income statement are as follows: Current service costs 15,323 14,514 2,516 2,627 Interest on obligation 14,734 16,006 1,280 1,141 Expected return on assets (15,765) (17,240) (2,011) (1,816) Past service costs 535 938 - - |
|---|---|
| Total included in employee benefits expense 14,827 14,218 1,785 1,952 |
32
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 25 (a) |
Consolidated Group Parent Company 2007 2006 2007 2006 $000 $000 $000 $000 |
|---|---|
| Employee benefits (continued) Defined benefit plans (continued) The principal actuarial assumptions at the balance sheet date (expressed as weighted averages) are as follows: Discount rate 4.0% 4.2% 5.8% 4.9% Expected return on assets and expected long-term rate of return on assets 1 5.2% 5.8% 7.0% 7.0% Future salary increases 2.0% 2.6% 5.0% 5.0% Future pension increases 0.3% 0.6% - 5.0% 1The expected long-term rate of return is based on the portfolio as a whole. Surplus/(deficit) for each defined benefit plan on a funding basis Consolidated Group – June 2007 Plan assets 1 Accrued benefit 1 Plan surplus / (deficit) $000 $000 $000 CSL Pension Plan (Australia) 2 34,548 (26,661) 7,887 CSL Bioplasma AG Pension Fund (Switzerland) 3 213,998 (209,902) 4,096 CSL Behring Pension Plan (US PP) 4 - - - CSL Behring Union Pension Plan (US UPP) 50,075 (56,822) (6,747) CSL Behring GmbH Pension Plan (Germany) - (66,667) (66,667) CSL Pharma GmbH Pension Plan (Germany) - (1,591) (1,591) CSL Behring KG Pension Plan (Germany) - (2,937) (2,937) CSL Plasma Services GmbH Pension Plan (Germany) - (124) (124) CSL BehringKK Retirement Allowance Plan(Japan) - (6,402) (6,402) |
|
| 298,621 (371,106) (72,485) |
|
| Consolidated Group – June 2006 CSL Pension Plan (Australia) 2 28,743 (26,903) 1,840 CSL Bioplasma AG Pension Fund (Switzerland) 222,181 (220,506) 1,675 CSL Behring Pension Plan (US PP) 82,102 (86,657) (4,555) CSL Behring Union Pension Plan (US UPP) 52,902 (62,537) (9,635) CSL Behring GmbH Pension Plan (Germany) - (69,779) (69,779) CSL Pharma GmbH Pension Plan (Germany) - (1,819) (1,819) CSL Behring KG Pension Plan (Germany) - (2,932) (2,932) CSL Plasma Services GmbH Pension Plan (Germany) - (146) (146) CSL BehringKK Retirement Allowance Plan(Japan) - (6,358) (6,358) |
|
| 385,928 (477,637) (91,709) |
1 Plan assets at net market value, and accrued benefits have been calculated at 31 May, being the date of the most recent financial statements of the plans.
2 The CSL Pension Plan (Australia) is also the defined benefit plan of the Parent Company. On 1 June 2007 the CSL Pension Plan ceased operation as a stand alone fund. The Assets and Liabilities of the Plan were transferred to AustralianSuper under a Successor Fund Transfer Deed and the Plan now operates as a sub-plan of AustralianSuper. 3 The CSL Behring AG Pension Fund has a surplus of $19,152,000. However, $15,056,000 of the economic benefits associated with this surplus are not available to the CSL Group, and therefore has not been recognised above. 4 The CSL Behring defined benefit pension plan was closed during the year and all members were paid out their entitlements. There was no settlement gain or loss on the closure.
(b) Defined contribution plans
The Group and Parent Company makes contributions to various defined contribution pension plans. The amounts recognised as an expense for the year ended 30 June 2007 was $15,420,000 and $10,398,000 respectively (2006: $14,623,000 and $9,610,000).
33
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
- 26 Share based payments
(a) Share based payment schemes
The Company operates the following schemes that entitles key management personnel and senior employees to purchase shares in the company:
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 Group 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.
Employee Performance Rights Plan (Performance Rights)
The establishment of the Employee Performance Rights Plan (Performance Rights) 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.
Long Term Incentive Plan
The Long Term Incentive Plan became effective in October 2006. Under the Plan, the long-term incentive grants made to executives incorporate both Performance Rights and Performance Options (each with a different performance hurdle). Each long-term incentive grant generally consists of 50% Performance Rights and 50% Performance Options.
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. The Performance Options are issued for nil consideration with an exercise price equal to the volume weighted average CSL share price over the week up to and including the day of grant.
The performance hurdle attached to Performance Rights is a relative TSR hurdle with a peer group 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). Vesting will occur where the Company’s TSR ranking is at or above the 50th percentile.
The performance hurdle for the Performance Options is an earnings per share (EPS) measure. The initial target is 10% compound EPS growth per annum measured from 30 June in the financial year preceding the grant of options until 30 June in the financial year prior to the relevant test date. Either none or a portion of the Performance Options are exercisable depending on whether this target is achieved.
Performance Rights and Performance Options are issued for a term of seven years. Current offers provide for a portion becoming exercisable, subject to satisfying the relevant performance hurdle, after the second anniversary of the date of grant. Full vesting does not occur until fours years post grant date. If the portion tested at the applicable anniversary meets the relevant performance hurdle, that portion of rights and options vest and become exercisable until the expiry date. If the portion tested fails to meet the performance hurdle the portion will be carried over to the next anniversary and retested. After the fifth anniversary, any Performance Rights and Performance Options not vested will lapse. Importantly, there is an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the Performance Rights and Performance Options, a satisfactory (or equivalent) rating under the Company’s performance management system.
There are no company provided loans as part of the current long-term incentive arrangements.
Global Employee Share Plan (GESP)
Global Employee Share Plan (GESP) 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.
34
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
26 Share based payments (continued)
(b) Outstanding share based payment equity instruments
The number and exercise price for each share based payment scheme outstanding is presented as follows. All options are settled by physical delivery of shares.
| June 2007 | Opening Balance |
Granted | Exercised | Forfeited | Lapsed | Closing balance |
Exercise Price |
Expiry date | Vested at 30 June 2007 |
|---|---|---|---|---|---|---|---|---|---|
| Options | |||||||||
| (by grant date) | |||||||||
| 2 August 2000* | 50,300 | - | (50,300) | - | - | - | $34.04 | 02-Aug-07 | - |
| 20 June 2001* | 143,420 | - | (143,420) | - | - | - | $37.54 | 20-Jun-08 | - |
| 21 August 2001* | 90,000 | - | (50,000) | - | - | 40,000 | $49.31 | 20-Aug-08 | 40,000 |
| 23 August 2001* | 85,000 | - | (71,920) | - | - | 13,080 | $37.54 | 22-Aug-08 | 13,080 |
| 10 December 2001* | 38,200 | - | (32,000) | - | - | 6,200 | $49.94 | 09-Dec-08 | 6,200 |
| 23 July 2002* | 554,090 | - | (321,870) | - | - | 232,220 | $27.97 | 23-Jul-09 | - |
| 16 October 2002* | 12,000 | - | (6,000) | - | - | 6,000 | $20.67 | 16-Oct-09 | - |
| 1 July 2003 | 340,700 | - | (189,420) | (19,000) | - | 132,280 | $12.19 | 01-Jul-10 | - |
| 6 October 2006 | - | 452,480 | - | (1,700) | - | 450,780 | $52.44 | 02-Oct-13 | - |
| 1,313,710 | 452,480 | (864,930) | (20,700) | - | 880,560 | 59,280 | |||
| Performance | |||||||||
| Rights | |||||||||
| (by grant date) | |||||||||
| 16 October 2003 | 50,000 | - | (20,000) | - | - | 30,000 | Nil | 27-Oct-10 | 30,000 |
| 15 December 2003 | 128,600 | - | (110,300) | (1,700) | - | 16,600 | Nil | 27-Oct-10 | 16,600 |
| 28 April 2004 | 60,000 | - | - | - | - | 60,000 | Nil | 31-Mar-11 | 60,000 |
| 21 June 2004 | 116,600 | - | (91,500) | (5,800) | - | 19,300 | Nil | 31-Mar-11 | 19,300 |
| 29 October 2004 | 82,600 | - | - | (4,100) | - | 78,500 | Nil | 25-Aug-11 | - |
| 15 July 2005 | 55,000 | - | - | - | - | 55,000 | Nil | 07-Jun-12 | - |
| 07 September 2005 | 338,750 | - | - | (12,550) | - | 326,200 | Nil | 07-Jun-12 | - |
| 07 March 2006 | 52,500 | - | - | - | - | 52,500 | Nil | 20-Dec-12 | - |
| 06 April 2006 | 40,850 | - | - | - | - | 40,850 | Nil | 20-Dec-12 | - |
| 06 October 2006 | - | 163,400 | - | (760) | - | 162,640 | Nil | 02-Oct-13 | - |
| 924,900 | 163,400 | (221,800) | (24,910) | - | 841,590 | 125,900 | |||
| GESP | |||||||||
| (by grant date) | |||||||||
| 1 March 2006 | 32,727 | - | (32,727) | - | - | - | $41.95 | 31-Aug-06 | - |
| 1 September 2006 | - | 33,546 | (33,546) | - | - | - | $43.04 | 28-Feb-07 | - |
| 1 March 2007# | - | 22,097 | - | - | - | 22,097 | $65.62 | 31-Aug-07 | - |
| 32,727 | 55,643 | (66,273) | - | - | 22,097 | - | |||
| Total | 2,271,337 | **671,523 ** | (1,153,003) | (45,610) | - | 1,744,247 | 185,180 |
- AASB 2 has not been applied to these options as they were issued before 7 November 2002.
As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX market price on the first and last dates of the contribution period. Accordingly the exercise price and the final number of shares issued is not yet known (and may differ from the assumptions and fair values disclosed below). The above disclosures are estimated based on information available as at 30 June 2007.
The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
Options $61.02 Performance Rights - GESP $64.74
35
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
26 Share based payments (continued)
(b) Outstanding share based payment equity instruments (continued)
The number and exercise price for each share based payment scheme outstanding is presented as follows. All options are settled by physical delivery of shares.
| June 2006 | Opening Balance |
Granted | Exercised | Forfeited | Lapsed | Closing balance |
Exercise Price |
Expiry date | Vested at 30 June 2006 |
|---|---|---|---|---|---|---|---|---|---|
| Options | |||||||||
| (by grant date) | |||||||||
| 16 November 1999* | 17,000 | - | (17,000) | - | - | - | $20.84 | 16-Nov-06 | - |
| 28 February 2000* | 12,000 | - | (12,000) | - | - | - | $21.01 | 28-Feb-07 | - |
| 9 February 2000* | 40,000 | - | (40,000) | - | - | - | $23.07 | 09-Feb-07 | - |
| 2 August 2000* | 558,980 | - | (467,580) | (41,100) | - | 50,300 | $34.04 | 02-Aug-07 | 50,300 |
| 20 June 2001* | 634,400 | - | (462,680) | (28,300) | - | 143,420 | $37.54 | 20-Jun-08 | 143,420 |
| 21 August 2001* | 90,000 | - | - | - | - | 90,000 | $49.31 | 20-Aug-08 | 90,000 |
| 23 August 2001* | 126,000 | - | - | (41,000) | - | 85,000 | $37.54 | 22-Aug-08 | 85,000 |
| 18 October 2001* | 5,000 | - | - | (5,000) | - | - | $43.51 | 20-Aug-08 | - |
| 10 December 2001* | 63,000 | - | (24,800) | - | - | 38,200 | $49.94 | 09-Dec-08 | 38,200 |
| 28 January 2002* | 20,000 | - | - | (20,000) | - | - | $47.20 | 28-Jan-09 | - |
| 23 July 2002* | 1,013,700 | - | (459,610) | - | - | 554,090 | $27.97 | 23-Jul-09 | 554,090 |
| 16 October 2002* | 30,000 | - | (18,000) | - | - | 12,000 | $20.67 | 16-Oct-09 | 12,000 |
| 1 July 2003 | 392,900 | - | (52,200) | - | - | 340,700 | $12.19 | 01-Jul-10 | - |
| 3,002,980 | - | (1,553,870) | (135,400) | - | 1,313,710 | 973,010 | |||
| Performance | |||||||||
| Rights | |||||||||
| (by grant date) | |||||||||
| 16 October 2003 | 50,000 | - | - | - | - | 50,000 | Nil | 27-Oct-10 | - |
| 15 December 2003 | 128,600 | - | - | - | - | 128,600 | Nil | 27-Oct-10 | - |
| 28 April 2004 | 60,000 | - | - | - | - | 60,000 | Nil | 31-Mar-11 | - |
| 21 June 2004 | 132,300 | - | - | (15,700) | - | 116,600 | Nil | 31-Mar-11 | - |
| 29 October 2004 | 83,400 | - | - | (800) | - | 82,600 | Nil | 25-Aug-11 | - |
| 15 July 2005 | - | 55,000 | - | - | - | 55,000 | Nil | 07-Jun-12 | - |
| 7 September 2005 | - | 346,750 | - | (8,000) | - | 338,750 | Nil | 07-Jun-12 | - |
| 7 March 2006 | - | 52,500 | - | - | - | 52,500 | Nil | 20-Dec-12 | - |
| 6 April 2006 | - | 40,850 | - | - | - | 40,850 | Nil | 20-Dec-12 | - |
| 454,300 | 495,100 | - | (24,500) | - | 924,900 | - | |||
| GESP | |||||||||
| (by grant date) | |||||||||
| 1 March 2006 | 29,789 | - | (29,789) | - | - | - | $27.59 | 31-Aug-05 | - |
| 1 September 2006 | - | 32,990 | (32,990) | - | - | - | $29.46 | 28-Feb-06 | - |
| 1 March 2007# | - | 22,072 | - | - | - | 22,072 | $44.17 | 31-Aug-06 | - |
| 29,789 | 55,062 | (62,779) | - | 22,072 | |||||
| Total | 3,487,069 | 550,162 | (1,616,649) | (159,900) | - | 2,260,682 | 973,010 |
- AASB 2 has not been applied to these options as they were issued before 7 November 2002.
As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX market price on the first and last dates of the contribution period. Accordingly the exercise price and the final number of shares issued is not yet known (and may differ from the assumptions and fair values disclosed below). The above disclosures are estimated based on information available as at 30 June 2006.
The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
Options $47.99 Performance Rights GESP $44.18
36
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
26 Share based payments (continued)
(c) Valuation assumptions and fair values of equity instruments granted
The fair value of services received in return for equity instruments granted are measured by reference to the fair value of equity instruments granted. The estimate of fair value of the services received is measured based on a combination of the Binomial and Black Scholes option valuation methodologies. The expected vesting period of equity instruments is also used as an input into the valuation model applied.
The following tables summarise the assumptions and fair values of unexercised equity instruments issued after 7 November 2002:
| Fair Value1 | Share Price |
Exercise Price |
Expected volatility2 |
Life assumption |
Expected dividend yield |
Risk free interest rate |
||
|---|---|---|---|---|---|---|---|---|
| Options (by grant date) | ||||||||
| 1 July 2003 | $4.58 | $12.08 | $12.19 | 37.0% | 3–5 years | 2.5% | 5.60% | |
| 2 October 2006 – Tranche 1 | $17.12 | $54.03 | $52.44 | 27.0% | 2 years | 1.5% | 5.67% | |
| 2 October 2006 – Tranche 2 | $17.50 | $54.03 | $52.44 | 27.0% | 3 years | 1.5% | 5.67% | |
| 2 October 2006 – Tranche 3 | $17.87 | $54.03 | $52.44 | 27.0% | 4 years | 1.5% | 5.67% | |
| Performance Rights (by grant date) | ||||||||
| 16 October 2003 | $10.52 | $16.25 | Nil | 37.0% | 4 years | 2.5% | 5.61% | |
| 15 December 2003 | $11.33 | $17.51 | Nil | 37.0% | 4 years | 2.5% | 5.79% | |
| 28 April 2004 | $15.14 | $22.91 | Nil | 35.0% | 4 years | 2.0% | 5.71% | |
| 21 June 2004 | $14.34 | $21.72 | Nil | 34.0% | 4 years | 2.0% | 5.63% | |
| 29 October 2004 | $20.69 | $28.80 | Nil | 34.0% | 4 years | 2.0% | 5.32% | |
| 15 July 2005 | $24.51 | $34.90 | Nil | 27.0% | 4 years | 1.5% | 5.19% | |
| 7 September 2005 | $24.40 | $34.75 | Nil | 27.0% | 4 years | 1.5% | 5.10% | |
| 7 March 2006 | $43.58 | $53.25 | Nil | 27.0% | 4 years | 1.5% | 5.37% | |
| 6 April 2006 | $42.97 | $53.41 | Nil | 27.0% | 4 years | 1.5% | 5.51% | |
| 2 October 2006 – Tranche 1 | $42.59 | $54.03 | Nil | 27.0% | 2 years | 1.5% | 5.67% | |
| 2 October 2006 – Tranche 2 | $39.96 | $54.03 | Nil | 27.0% | 3 years | 1.5% | 5.67% | |
| 2 October 2006 – Tranche 3 | $37.40 | $54.03 | Nil | 27.0% | 4 years | 1.5% | 5.67% | |
| GESP (by grant date) | 3 | |||||||
| 1 September 2004 | $5.97 | $26.03 | $22.09 | 34.0% | 6 months | 2.0% | 5.70% | |
| 1 March 2005 | $7.60 | $33.11 | $28.14 | 34.0% | 6 months | 2.0% | 5.70% | |
| 1 September 2005 | $6.19 | $34.52 | $29.46 | 27.0% | 6 months | 1.5% | 5.10% | |
| 1 March 2006 | $10.89 | $51.97 | $44.17 | 27.0% | 6 months | 1.5% | 5.37% | |
| 1 September 2006 | $8.57 | $50.63 | $43.04 | 27.0% | 6 months | 1.5% | 6.43% | |
| 1 March 2007 | $13.07 | $77.20 | $65.62 | 27.0% | 6 months | 1.5% | 6.41% |
1 Equity instruments are granted under a service condition and a non-market performance condition. Such conditions are not taken into account in the determination of fair value at grant date. The market conditions associated with equity instruments are incorporated into the determination of the fair value at grant date.
2 The expected volatility is based on the historic volatility (calculated based on the remaining life assumption of each equity instrument), adjusted for any expected changes to future volatility due to publicly available information.
3 The fair value of GESP equity instruments is estimated based on the assumptions prevailing on the grant date. In accordance with the terms and conditions of the GESP plan, shares are issued at the lower of the ASX market price on the first and last dates of the contribution period.
37
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
27 Key management personnel disclosures
The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:
Non-executive directors
Executive directors
E A Alexander (Chairman) B A McNamee (Chief Executive Officer and Managing Director) I A Renard A M Cipa (Finance Director) M A Renshaw K J Roberts Executives J Shine P Turner (President, CSL Behring) J Akehurst C Armit (President, CSL Biotherapies) D Simpson (appointed 1 September 2006) A Cuthbertson (Chief Scientific Officer) P H Wade (retired 30 September 2006) P Turvey (Company Secretary and General Counsel) A C Webster (retired 18 October 2006) T Giarla (President, CSL Bioplasma) A von Bibra (General Manager, Human Resources ) M Sontrop (General Manager, CSL Biotherapies Australia & New Zealand)
(a) Total compensation for key management personnel
| Consolidated | Group | Parent Company | Parent Company | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| 2007 | 2006 | 2007 | 2006 | |
| Short term | ||||
| Salary and Fees | 6,952,254 | 6,192,904 | 6,115,728 | 5,306,879 |
| Short term incentive cash bonus | 3,021,752 | 4,271,247 | 2,181,889 | 3,384,564 |
| Non-monetary benefits | 246,984 | 365,655 | 243,765 | 331,271 |
| Total | 10,220,990 | 10,829,806 | 8,541,382 | 9,022,714 |
| Post-employment | ||||
| Pension benefits | 628,236 | 520,348 | 510,217 | 441,652 |
| Retirement benefits | 839,072 | - | 839,072 | - |
| Total | 1,467,308 | 520,348 | 1,349,289 | 441,652 |
| Other long-term - Long service leave and equivalents |
376,348 | 447,035 | 306,279 | 361,843 |
| Termination benefits | - | - | - | - |
| Share-based payments | ||||
| Equity settled performance rights | 2,649,898 | 1,625,820 | 2,255,228 | 1,416,676 |
| Equity settled options | 704,624 | 998,719 | 592,207 | 840,379 |
| 3,354,522 | 2,624,539 | 2,847,435 | 2,257,055 | |
| Total | 15,419,168 | 14,421,728 | 13,044,385 | 12,083,264 |
The Group has applied the relief granted in Regulation 2M.6.04 of the Corporations Act to disclose certain compensation information required by AASB 124 Related Parties Disclosure in respect of key management personnel in the Directors’ Report.
38
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
27 Key management personnel disclosures (continued)
(b) Loans to key management personnel and their related parties (Group)
Details regarding the aggregate of loans made, guaranteed or secured by any entity in the Group to key management personnel and their related parties, and the number of individuals in each group, are as follows:
| Opening | Interest | Closing | Number in | ||
|---|---|---|---|---|---|
| balance | charged | balance | group | ||
| $ | $ | $ | |||
| Total for key management personnel | 2007 2006 |
5,431,000 5,982,000 |
63,000 149,000 |
1,006,000 5,385,000 |
9 10 |
| 2007 | - | - | - | - | |
| Total for other related parties | 2006 | - | - | - | - |
| Total for key management personnel | 2007 | 5,431,000 | 63,000 | 1,006,000 | 9 |
| and their related parties | 2006 | 5,982,000 | 149,000 | 5,385,000 | 10 |
Details regarding loans outstanding at the reporting date to key management personnel and their related parties at any time during the reporting period, are as follows:
| Balance at 1 July 2006 Interest charged Balance at 30 June 2007 Highest owing in period $ $ $ $ |
Interest not charged $ |
|---|---|
| Executive Directors B A McNamee 447,000 24,000 - 447,000 A M Cipa 46,000 2,000 46,000 897,000 Key Management Personnel P Turner 110,000 6,000 110,000 110,000 C Armit 1,615,000 9,000 - 1,615,000 A Cuthbertson 1,511,000 7,000 420,000 1,511,000 P Turvey 1,702,000 11,000 - 1,702,000 A von Bibra - - - 295,000 T Giarla - - - - M Sontrop - 6,000 431,000 431,000 |
3,000 9,000 3,000 40,000 34,000 81,000 2,000 - 17,000 |
All of the loans relate to SESOP and SESOP II under which key management personnel 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 this plan. No grants of options have been made under SESOP II since July 2003.
Loans to key management personnel relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2.5%. 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 46.5%). The average commercial rate of interest during the year was 8.07%.
(c) Other key management personnel transactions with the company or its controlled entities
The key management personnel and their related entities have the following transactions with entities within the Group 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 relationships, including property leases and collaborative research arrangements, 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.
39
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
27 Key management personnel disclosures (continued)
(d) Options over equity instruments granted as compensation
The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
| Options | Balance at 1 July 2006 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2007 |
Number Vested during the year |
Vested and exercisable at 30 June 2007 |
|---|---|---|---|---|---|---|---|
| Executive Directors | |||||||
| B A McNamee | - | 52,920 | - | - | 52,920 | - | - |
| A M Cipa | 25,000 | 19,380 | 25,000 | - | 19,380 | - | - |
| Executives | |||||||
| P Turner | 30,000 | 19,380 | - | - | 49,380 | 15,000 | 15,000 |
| C Armit | 50,000 | - | 40,000 | - | 10,000 | 10,000 | - |
| A Cuthbertson | 30,000 | 10,840 | 15,000 | - | 25,840 | 15,000 | - |
| P Turvey | 20,000 | 8,460 | 10,000 | - | 18,460 | 10,000 | - |
| T Giarla | 58,500 | 8,580 | 35,000 | - | 32,080 | 9,000 | - |
| A von Bibra | 18,480 | 6,240 | 13,200 | - | 11,520 | 13,200 | - |
| M Sontrop | 31,600 | 7,080 | 21,600 | 17,080 | 21,600 | - | |
| Total | 263,580 | 132,880 | 159,800 | - | 236,660 | 93,800 | 15,000 |
Options were granted during the current year as follows:
| Date granted | Tranche | Expiry date | Exercise price |
Fair value |
|---|---|---|---|---|
| October 2006 | Tranche 1 | October 2013 | $52.44 | $17.12 |
| October 2006 | Tranche 2 | October 2013 | $52.44 | $17.50 |
| October 2006 | Tranche 3 | October 2013 | $52.44 | $17.87 |
No options have been granted since the end of the financial year. The options have been provided at no cost to the recipients.
For further details, including the key terms and conditions, grant and exercise dates for options granted to executives, refer note 26.
(e) Performance Rights over equity instruments granted as compensation
The movement during the reporting period in the number of performance rights over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
| Performance Rights |
Balance at 1 July 2006 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2007 |
Number Vested during the **year ** |
Vested and exercisable at 30 June **2007 ** |
|---|---|---|---|---|---|---|---|
| Executive Directors | |||||||
| B A McNamee | 147,500 | 15,640 | - | - | 163,140 | 70,000 | 70,000 |
| A M Cipa | 70,000 | 5,720 | 20,000 | - | 55,720 | 40,000 | 20,000 |
| Executives | |||||||
| P Turner | 54,350 | 5,720 | 24,800 | - | 35,270 | 24,800 | - |
| C Armit | 21,850 | - | 8,400 | - | 13,450 | 8,400 | - |
| A Cuthbertson | 25,350 | 3,200 | 11,100 | - | 17,450 | 11,100 | - |
| P Turvey | 27,350 | 2,500 | 17,100 | - | 12,750 | 17,100 | - |
| T Giarla | 12,850 | 2,540 | - | - | 15,390 | - | - |
| A von Bibra | 4,800 | 1,840 | 1,500 | - | 5,140 | 1,500 | - |
| M Sontrop | 13,450 | 2,100 | 6,100 | - | 9,450 | 6,100 | - |
| Total | 377,500 | 39,260 | 89,000 | - | 327,760 | 179,000 | 90,000 |
For further details, including the key terms and conditions, grant and exercise dates for options granted to executives, refer note 26.
40
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
27 Key management personnel disclosures (continued)
(e) Performance Rights over equity instruments granted as compensation (continued)
Performance Rights were granted during the current year as follows:
| Date granted | Tranche | Expiry date | Exercise price |
Fair value |
|---|---|---|---|---|
| October 2006 | Tranche 1 | October 2013 | $0 | 42.59 |
| October 2006 | Tranche 2 | October 2013 | $0 | 39.96 |
| October 2006 | Tranche 3 | October 2013 | $0 | 37.40 |
No Performance Rights have been granted since the end of the financial year. The Performance Rights have been provided at no cost to the recipients.
For further details, including the key terms and conditions, grant and exercise dates for all Performance Rights granted to executives, refer note 26.
Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including options and performance rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period.
(f) Exercise of equity instruments granted as compensation
During the reporting period, the following shares were issued on the exercise of options granted as compensation:
| 30 June 2007 | 30 June 2006 | |||||
|---|---|---|---|---|---|---|
| Date Option Granted |
Number of shares |
Paid per share $ |
Date Option Granted |
Number of shares |
Paid per share $ |
|
| Directors | ||||||
| B A McNamee | - | - | - | - | - | - |
| A M Cipa | August 2000 | 25,000 | $34.04 | August 2000 | 50,000 | $34.04 |
| Executives | ||||||
| P Turner | - | - | - | July 2002 | 45,000 | $27.97 |
| - | - | - | August 2000 | 100,000 | $34.04 | |
| C Armit | July 2002 | 40,000 | $27.97 | February 2000 | 40,000 | $23.07 |
| A Cuthbertson | July 2002 | 15,000 | $27.97 | February 2000 | 12,000 | $21.01 |
| - | - | - | July 2002 | 45,000 | $27.97 | |
| P Turvey | July 2002 | 10,000 | $27.97 | August 2000 | 50,000 | $34.04 |
| - | - | - | July 2002 | 30,000 | $27.97 | |
| T Giarla | June 2001 | 35,000 | $37.54 | July 2003 | 45,000 | $12.19 |
| A von Bibra | June 2001 | 5,280 | $37.54 | June 2001 | 21,120 | $37.54 |
| July 2003 | 7,920 | $12.19 | - | - | - | |
| M Sontrop | June 2001 | 6,600 | $37.54 | - | - | - |
| July2003 | 15,000 | $12.19 | - | - | - | |
| Total | 159,800 | 438,120 |
41
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
27 Key management personnel disclosures (continued)
(f) Exercise of equity instruments granted as compensation (continued)
During the reporting period, the following shares were issued on the exercise of performance rights granted as compensation:
| 30 June 2007 | 30 June 2006 | |||||
|---|---|---|---|---|---|---|
| Date Performance Right Granted |
Number of shares |
Paid per share $ |
Date Performance Right Granted |
Number of shares |
Paid per share $ |
|
| Directors | ||||||
| B A McNamee | - | - | - | - | - | - |
| A M Cipa | October 2003 | 20,000 | - | - | - | - |
| Executives | ||||||
| P Turner | December 2003 | 12,600 | - | - | - | - |
| June 2004 | 12,200 | - | - | - | - | |
| C Armit | December 2003 | 8,400 | - | - | - | - |
| A Cuthbertson | December 2003 | 6,100 | - | - | - | - |
| June 2004 | 5,000 | - | - | - | - | |
| P Turvey | December 2003 | 7,100 | - | - | - | - |
| June 2004 | 10,000 | - | - | - | - | |
| T Giarla | - | - | - | - | - | - |
| A von Bibra | June 2004 | 1,500 | - | - | - | - |
| M Sontrop | June 2004 | 6,100 | - | - | - | - |
| Total | 89,000 | - |
There are no amounts unpaid on the shares as a result of the exercise of options or performance rights.
| Options / | ||||
|---|---|---|---|---|
| Movements in | Balance at | Performance | (Shares sold)/ | Balance at |
| shares | 1 July 2006 | Rights Exercised | Purchased | 30 June 2007 |
| during year | ||||
| Executive Directors | ||||
| B A McNamee | 293,511 | - | (85,000) | 208,511 |
| A M Cipa | 8,547 | 45,000 | (45,000) | 8,547 |
| Non-Executive | ||||
| Directors | ||||
| E A Alexander | 7,047 | - | 579 | 7,626 |
| P H Wade | 32,151 | - | (32,151) | - |
| J Akehurst | 6,844 | - | 314 | 7,158 |
| I A Renard | 6,904 | - | 314 | 7,218 |
| M A Renshaw | 1,190 | - | 314 | 1,504 |
| K J Roberts | 5,369 | - | 314 | 5,683 |
| J Shine | - | - | 357 | 357 |
| D J Simpson | - | - | 186 | 186 |
| A C Webster | 9,373 | - | (9,373) | - |
| Executives | ||||
| P Turner | 12,242 | 24,800 | (12,200) | 24,842 |
| C Armit | 70,910 | 48,400 | (110,000) | 9,310 |
| A Cuthbertson | 57,379 | 26,100 | (57,000) | 26,479 |
| P Turvey | 51,258 | 27,100 | (76,959) | 1,399 |
| T Giarla | - | 35,000 | (35,000) | - |
| A von Bibra | 638 | 14,700 | (14,559) | 779 |
| M Sontrop | 2,056 | 27,700 | (5,959) | 23,797 |
| Total | 565,419 | 248,800 | (480,823) | 333,396 |
There have been no movements in shareholdings of key management personnel between 30 June 2007 and the date of this report.
42
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
28 Non key management personnel related party disclosure
Ultimate Controlling Entity
The ultimate controlling entity is CSL Limited.
Identity of related parties
The Parent Company has a related party relationship with its subsidiaries (see note 31) and with its key management personnel (see note 27).
Other related party transactions
The Parent Company entered into the following transactions during the year with related parties in the Group:
Wholly owned subsidiaries
-
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 intercompany loan accounts and may be subject to extended payment terms.
Amounts payable to and receivable from parties in the wholly owned subsidiaries are set out in the notes to the financial statements.
Partly owned subsidiaries
- No transactions occurred during the year.
Amounts payable to and receivable from parties in the partly owned subsidiaries are set out in the notes to the financial statements.
Transactions with key management personnel and their related parties
Disclosures relating to key management personnel are disclosed in note 27.
Transactions with other related parties
During the year, the parent and subsidiaries made contributions to defined benefit and contribution Pension plans as disclosed in note 25.
Ownership interests in related parties
The ownership interests in related parties in the Group are disclosed in note 31. All transactions with subsidiaries have been eliminated on consolidation.
43
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 29 30 (a) |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $ $ $ $ |
|
| Remuneration of Auditors Amounts received, or due and receivable, for the audit and review of the financial reports of the Parent Company and its subsidiaries by: Ernst & Young 765,771 751,500 765,771 751,500 Ernst & Youngrelatedpractices 2,297,783 2,541,364 - - |
|
| 3,063,554 3,292,864 765,771 751,500 |
|
| Amounts received, or due and receivable, for the other services in relation to the Parent Company and its subsidiaries by: Ernst & Young - due diligence / completion audits 16,000 16,000 16,000 16,000 - compliance and other audits 13,850 13,050 13,850 13,050 Ernst & Young related practices - compliance and other audits 64,575 181,193 - - |
|
| 94,425 210,243 29,850 29,050 |
|
| 3,157,979 3,503,107 795,621 780,550 |
|
| Commitments and contingencies Operating leases Non-cancellable operating lease rentals are payable as follows: Not later than one year 31,329 35,667 1,464 1,259 Later than one year but not later than five years 83,270 86,466 1,851 2,084 Later than fiveyears 115,722 117,482 123 370 |
|
| 230,321 239,615 3,438 3,713 |
Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are predominantly fixed, but generally contain inflation escalation clauses on which contingent rentals are determined. No operating leases contain restrictions on financing or other leasing activities.
| (b) | Finance leases Future minimum lease payments are payable as follows: Not later than one year 4,218 4,771 - - Later than one year but not later than five years 15,830 17,416 - - Later than fiveyears 41,534 49,160 - - |
|---|---|
| Total minimum lease payments 61,582 71,347 - - Future finance charges (25,217) (29,826) - - |
|
| Finance lease liability 36,365 41,521 - - |
|
| The present value of finance lease liabilities is as follows: Not later than one year 1,964 2,198 - - Later than one year but not later than five years 7,917 8,372 - - Later than fiveyears 26,484 30,951 - - |
|
| 36,365 41,521 - - |
|
| Finance lease – current liability (refer note 15) 1,920 2,111 - - Finance lease – non-current liability (refer note 15) 34,445 39,410 - - |
|
| 36,365 41,521 - - |
Finance leases entered into relate predominantly to leased plant and equipment. Lease payments are generally fixed for the life of the agreement. At the end of the lease term, the Group has the option to purchase the equipment at a discount to market value, a price deemed to be a bargain purchase option. No finance leases contain restrictions on financing or other leasing activities.
44
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 30 (c) (d) |
Consolidated Group Parent Company |
|---|---|
| 2007 2006 2007 2006 $ $ $ $ |
|
| Commitments and contingencies (continued) Total lease liability Current Finance leases (refer note 15) 1,920 2,111 - - Surplus lease space(refer note 17) 724 2,343 - - |
|
| 2,644 4,454 - - Non-current Finance leases (refer note 15) 34,445 39,410 - - Surplus lease space(refer note 17) - 948 - - |
|
| 34,445 40,358 - - |
|
| 37,089 44,812 - - |
|
| Capital commitments Capital expenditure contracted for at balance date but not provided for in the financial statements, payable: Not later than one year 57,597 40,109 19,295 13,832 Later than one year but not later than five years 1,202 8,160 - - Later than fiveyears - - - - |
|
| 58,799 48,269 19,295 13,832 |
(e) Contingent assets and liabilities
Guarantees
The Group and Parent Company provide certain financial guarantees in the ordinary course of business. No liability has been recognised in relation to these guarantees as the fair value of the guarantees is immaterial.
Service agreements
The maximum contingent liability 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 Group. The maximum liability that could arise, for which no provisions are included in the financial statements is as follows:
Service agreements 7,901 7,683 5,783 5,463
Litigation
As noted in the 30 June 2006 Annual Report, the Group was involved in litigation with Bayer over alleged infringement of the Group's interest in the Freudenberg patent covering technology involved in the production of rFVIII. Bayer had filed a counter suit against the Group, claiming breach of the Helixate supply agreement. This litigation has now been settled, and no longer represents a contingency to the Group.
The Group is involved in other litigation in the ordinary course of business. The directors believe that future payment of a material amount in respect of litigation is remote. An estimate of the financial effect of this litigation cannot be calculated as it is not practicable at this stage. The Group has disclaimed liability for, and is vigorously defending, all current material claims and actions that have been made.
Deed of cross guarantee
The Parent Company has entered into a deed of cross guarantee in accordance with a class order issued by the Australian Securities and Investments Commission. The Parent Company, and the subsidiaries 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. Refer note 33 for details.
45
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
31 Controlled Entities
| Controlled Entities | ||||
|---|---|---|---|---|
| Country of incorporation | Percentage | Owned | ||
| 2007 | 2006 | |||
| % | % | |||
| Company: | ||||
| CSL Limited | Australia | |||
| Subsidiaries of CSL Limited: | ||||
| CSL Biotherapies Pty Ltd | Australia | 100 | - | (d) |
| Cervax Pty Ltd | Australia | 74 | 74 | |
| CSL Biotherapies (NZ) Limited | New Zealand | 100 | 100 | (a) |
| Iscotec AB | Sweden | 100 | 100 | (a) |
| Zenyth Therapeutics Pty Ltd | Australia | 100 | - | (c) |
| Zenyth Operations Pty Ltd | Australia | 100 | - | (c) |
| Amrad Pty Ltd | Australia | 100 | - | (c) |
| CSL International Pty Ltd | Australia | 100 | 100 | |
| CSL Finance Pty Ltd | Australia | 100 | 100 | |
| CSL Behring ApS | Denmark | 100 | 100 | (a) |
| CSL Behring AG | Switzerland | 100 | 100 | (a) |
| ZLB GmbH | Germany | 100 | 100 | (a) |
| CSL UK Holdings Limited | England | 100 | 100 | (a) |
| ZLB Bioplasma UK Limited | England | 100 | 100 | (a) |
| CSLB Holdings Inc | USA | 100 | 100 | |
| CSL Biotherapies Inc | USA | 100 | 100 | (a) |
| ZLB Bioplasma (Hong Kong) Limited | Hong Kong | 100 | 100 | (a) |
| CSL Behring LLC | USA | 100 | 100 | (a) |
| CSL Behring Sales Force Inc. | USA | 100 | 100 | (a) |
| ZLB Bioplasma Inc | USA | 100 | 100 | (a) |
| CSL Behring Canada Inc. | Canada | 100 | 100 | (a) |
| CSL Behring Brazil Comercio de Produtos Farmaceuticals Ltda |
Brazil | 100 | 100 | (a) |
| CSL Behring KK | Japan | 100 | 100 | (a) |
| CSL Behring S.A. de C.V. | Mexico | 100 | 100 | (a) |
| CSL Behring S.A. | France | 100 | 100 | (a) |
| CSL Biotherapies GmbH | Germany | 100 | 100 | (a) |
| CSL Behring Foundation for Research and Advancement of Patient Health |
USA | 100 | 100 | (a) |
| CSL Behring Verwaltungs GmbH | Germany | 100 | 100 | (a) |
| CSL Behring Beteiligungs GmbH & Co KG | Germany | 100 | 100 | (a) |
| ZLB Plasma Services GmbH | Germany | 100 | 100 | (a) |
| CSL Behring GmbH | Germany | 100 | 100 | (a) |
| CSL Behring (Switzerland) AG | Switzerland | 100 | 100 | (a) |
| CSL Behring GmbH | Austria | 100 | 100 | (a) |
| CSL Behring S.A. | Spain | 100 | 100 | (a) |
| CSL Behring A.B. | Sweden | 100 | 100 | (a) |
| CSL Behring S.p.A. | Italy | 100 | 100 | (a) |
| CSL Behring N.V. | Belgium | 100 | 100 | (a) |
| CSL Behring Lda | Portugal | 100 | 100 | (a) |
| CSL Behring MEPE | Greece | 100 | 100 | (a) |
| CSL Biotherapies Asia Pacific Limited | Hong Kong | 100 | 100 | (a) |
| CSL Behring S.A. | Argentina | 100 | 100 | (a) |
| CSL Behring Holdings Ltd. | England | 100 | 100 | (a) |
| CSL Behring UK Ltd. | England | 100 | 100 | (a) |
| ZLB Behring Asia Pacific Limited | Hong Kong | - | 100 | (b) |
(a) Audited by affiliates of the Company auditors.
(b) ZLB Behring Asia Pacific Limited was liquidated during the year. (c) Zenyth Therapeutics and its subsidiaries were acquired by CSL Limited during the year.
(d) CSL Biotherapies Pty Ltd was incorporated during the year.
46
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
32 Acquisition of Controlled Entities
On 10 November 2006, the Group acquired 100% of the share capital of Zenyth Therapeutics Limited (Zenyth), a Biotechnology company, for a cash consideration of $103,711,000.
The acquired business contributed revenues of $3,572,000 and a loss before tax of $5,349,000 to the Group for the period from acquisition to 30 June 2007. This result is included within “Other Human Health” in the Segment Information contained in note 2. If the acquisition had occurred on 1 July 2006, consolidated revenue and consolidated profit for the year ended 30 June 2007 would not have been materially affected.
Details of net assets acquired and goodwill are as follows:
| $’000 | |
|---|---|
| Purchase consideration: | |
| Cash paid | 103,711 |
| Direct costsrelating to the acquisition | 1,870 |
| Total purchase consideration | 105,581 |
| Fair value of net identifiable assets acquired (see below) | 93,498 |
| Goodwill | 12,083 |
The goodwill attributable to the acquisition of Zenyth represents the know-how of the research staff.
The assets and liabilities arising from the acquisition are as follows:
| Acquiree's carrying | Fair value | |
|---|---|---|
| amount | amount | |
| $000 | $000 | |
| Cash and cash equivalents | 1,642 | 1,642 |
| Trade and other receivables | 1,409 | 1,409 |
| Other Financial Assets | 40,889 | 41,605 |
| Property Plant & Equipment | 1,383 | 610 |
| Intangible Assets | - | 53,952 |
| Trade and other payables | (5,000) | (5,000) |
| Provisions | (720) | (720) |
| Netidentifiable assets acquired | 39,603 | 93,498 |
Outflow of cash to acquire business, net of cash acquired:
| Outflow of cash to acquire business, net of cash acquired: | |
|---|---|
| $000 | |
| Cash consideration | (103,711) |
| Direct costs relating to the acquisition | (1,870) |
| Cashand cashequivalentsinsubsidiary acquired | 1,642 |
| Cashoutflowonacquisition | (103,939) |
Note: Other Financial Assets comprise Unit Trust investments that were converted to cash following the acquisition.
47
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
33 Deed of Cross Guarantee
A deed of cross guarantee between CSL Limited, CSL International Pty Ltd, CSL Finance Pty Ltd, CSL Biotherapies Pty Ltd and Zenyth Therapeutics Pty Ltd was executed on 28 June 2007 and relief was obtained from preparing financial statements of CSL International Pty Ltd, CSL Finance Pty Ltd, CSL Biotherapies Pty Ltd and Zenyth Therapeutics Pty Ltd under the ASIC Class Order.
Financial information for the class order group comprising CSL Limited, CSL International Pty Ltd, CSL Finance Pty Ltd, CSL Biotherapies Pty Ltd and Zenyth Therapeutics Pty Ltd (from its acquisition on 10 November 2006) is as follows:
| SUMMARISED INCOMESTATEMENT | **Consolidated ** | Group |
|---|---|---|
| 2007 | 2006 | |
| $000 | $000 | |
| Profit before tax | 319,293 | 243,272 |
| Income tax expense | (1,928) | (10,268) |
| Netprofit | 317,365 | 233,004 |
| BALANCE SHEET | ||
| CURRENT ASSETS | ||
| Cash and cash equivalent | 306,016 | 434,383 |
| Trade and other receivables | 96,401 | 58,975 |
| Current tax assets | - | 57,374 |
| Inventories | 110,739 | 66,426 |
| Total Current Assets | 513,156 | 617,158 |
| NON-CURRENT ASSETS | ||
| Trade and other receivables | 188,705 | 429,080 |
| Other financial assets | 1,604,074 | 1,259,318 |
| Property, plant and equipment | 323,771 | 268,881 |
| Deferred tax assets | 24,724 | 24,457 |
| Intangible assets | 72,802 | 20,000 |
| Retirement benefit assets | 7,887 | 1,840 |
| Total Non-Current assets | 2,221,963 | 2,003,576 |
| TOTAL ASSETS | 2,735,119 | 2,620,734 |
| CURRENT LIABILITIES | ||
| Trade and other payables | 140,696 | 109,361 |
| Interest-bearing liabilities and borrowings | 32,338 | 359,855 |
| Current tax liabilities | 24,123 | 24,801 |
| Provisions | 28,250 | 26,116 |
| Deferredgovernmentgrants | 100 | 371 |
| Total Current Liabilities | 225,507 | 520,504 |
| NON-CURRENT LIABILITIES | ||
| Trade and other payables | 17,459 | 69,813 |
| Interest-bearing liabilities and borrowings | 548,066 | 274,399 |
| Deferred tax liabilities | 15,512 | 37,225 |
| Provisions | 5,681 | 5,223 |
| Deferredgovernmentgrants | 4,961 | 4,093 |
| Total Non-Current Liabilities | 591,679 | 390,753 |
| TOTAL LIABILITIES | 817,186 | 911,257 |
| NET ASSETS | 1,917,933 | 1,709,477 |
| EQUITY | ||
| Contributed equity | 1,023,941 | 994,101 |
| Reserves | 43,885 | 24,133 |
| Retained earnings | 850,107 | 691,243 |
| TOTAL EQUITY | 1,917,933 | 1,709,477 |
48
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 33 34 |
Consolidated Group |
|---|---|
| 2007 2006 $000 $000 Deed of Cross Guarantee (continued) Summary of movements in consolidated retained earnings of the closed group Retained earnings at beginning of the financial year 691,243 581,196 Net profit 317,365 233,004 Actuarial gain / (loss) on defined benefit plans, net of tax 4,033 1,437 Dividendsprovided for orpaid (162,534) (124,394) |
|
| Retained earnings at the end of the financialyear 850,107 691,243 |
|
| Earnings Per Share Earnings used in calculating basic and dilutive earnings per share comprises: Profit attributable to ordinaryshareholders 539,299 117,357 |
|
| Number of shares 2007 2006 |
|
| Weighted average number of ordinary shares used in the calculation of basic earnings per share: 182,569,313 182,025,674 Effect of dilutive securities: Senior Executive Share Ownership Plan options 446,227 697,530 Employee Performance Rights 775,569 587,904 Global Employee Share Plan 16,497 29,299 Contingent Consideration - 7,098,615 |
|
| Adjusted weighted average number of ordinary shares used in the calculation of diluted earningsper share: 183,807,606 190,439,022 |
Contingent consideration
In the prior year, in accordance with AASB 133 Earnings Per Share, contingent consideration that could be settled in either cash or ordinary shares was required to be included in the calculation of diluted earnings per share where the effect is dilutive. This amount was cash settled in February 2007.
Conversions, calls, subscription or issues after 30 June 2007
Since the end of the financial year, 20,800 performance rights have been exercised and shares issued as a result of the exercise.
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.
49
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
35 Financial Instruments
Objectives for holding derivative financial instruments
The Group is primarily exposed to the risk of adverse movements in exchange rates and interest rates and accordingly uses derivative financial instruments to manage specifically identified risks as approved by the board of directors. The accounting policy applied by the Group in respect to derivative financial instruments is outlined in note 1(v).
The purpose of specific derivative instruments that may be used by the Group 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 when considered necessary to create a desired hedge position; and
-
Interest rate swap agreements are used to convert variable interest rate exposures on certain debt to fixed rates. These swaps entitle the Group 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.
Interest Rate Risk Exposures
The Group is, from time to time, exposed to interest rate risk through primary financial assets and liabilities. In accordance with the Group entities approved risk management policies, derivative financial instruments such as interest rate swaps are used to hedge interest rate risk exposures. As at 30 June 2007, no derivative financial instruments hedging interest rate risk were outstanding (2006: Nil).
The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.
| Fixed interest rate maturing | Fixed interest rate maturing | in | |||||
|---|---|---|---|---|---|---|---|
| Consolidated Group – June 2007 | Floating rate (a) |
1 year or less |
Over 1 year to 5 years |
Over 5 years |
Non- interest bearing |
Total | Average interest rate |
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | % | |
| Financial Assets | |||||||
| Cash and cash equivalents | 480,237 | - | - | - | - | 480,237 | 5.34% |
| Trade and other receivables | - | - | - | - | 627,647 | 627,647 | - |
| Other financial assets | - | - | - | - | 14,402 | 14,402 | - |
| 480,237 | - | - | - | 642,049 | 1,122,286 | ||
| Financial Liabilities | |||||||
| Trade and other payables | - | - | - | - | 439,510 | 439,510 | - |
| Bank loans – unsecured | 667,360 | - | - | - | - | 667,360 | 4.11% |
| Deferred consideration–intangibles acquired |
- | 14,197 | - | - | - | 14,197 | 2.97% |
| Deferred consideration–subsidiary | |||||||
| acquired | - | - | - | - | - | - | - |
| Bank overdraft – unsecured | 6,099 | - | - | - | - | 6,099 | 4.97% |
| Senior unsecured notes | - | 16,751 | 67,947 | 199,038 | - | 283,736 | 5.22% |
| Lease liabilities | - | 1,920 | 7,959 | 26,486 | - | 36,365 | 6.35% |
| 673,459 | 32,868 | 75,906 | 225,524 | 439,510 | 1,447,267 |
50
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
| 35 | Financial Instruments (continued) Fixed interest rate maturing in Consolidated Group – June 2006 Floating rate (a) 1 year or less Over 1 year to 5 years Over 5 years Non- interest bearing Total Average interest rate $’000 $’000 $’000 $’000 $’000 $’000 % |
|---|---|
| Financial Assets Cash and cash equivalents 753,694 - - - - 753,694 4.75% Trade and other receivables - - - - 611,352 611,352 - Other financial assets - - - - 12,600 12,600 - |
|
| 753,694 - - - 623,952 1,377,646 |
|
| Financial Liabilities Trade and other payables - - - - 388,979 388,979 - Bank loans – unsecured 486,922 - - - - 486,922 2.59% Deferred consideration–intangibles acquired - 9,261 16,459 - - 25,720 2.78% Deferred consideration–subsidiary acquired - 80,228 82,262 - - 162,490 4.35% Bank overdraft – unsecured 5,706 - - - - 5,706 5.10% Senior unsecured notes - 18,993 75,713 241,764 - 336,470 5.22% Lease liabilities - 2,111 8,394 31,016 - 41,521 6.14% |
|
| 492,628 110,593 182,828 272,780 388,979 1,447,808 |
(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.
The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.
| Fixed interest rate maturing | Fixed interest rate maturing | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Parent Company – June 2007 | Floating rate (a) |
1 year or less |
Over 1 year to 5 years |
5 | Over years |
Non- interest bearing |
Total | Average interest rate |
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | % | ||
| Financial Assets | ||||||||
| Cash and cash equivalents | - | - | - | - | - | - | - | |
| Trade and other receivables | - | - | - | - | 342,057 | 342,057 | - | |
| Other financial assets | - | - | - | - | 1,341,701 | 1,341,701 | - | |
| - | - | - | - | 1,683,758 | 1,683,758 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - | - | - | - | 513,731 | 513,731 | ||
| Bank Overdrafts – Unsecured | 58,723 | - | - | - | - | 58,723 | 5.00% | |
| 58,723 | - | - | - | 513,731 | 572,454 |
51
CSL Limited and its controlled entities Notes to the Financial Statements (continued)
for the year ended 30 June 2007
35 Financial Instruments (continued)
| Fixed interest rate maturing | Fixed interest rate maturing | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Parent Company – June 2006 | Floating rate (a) |
1 year or less |
Over 1 year to 5 years |
5 | Over years |
Non- interest bearing |
Total | Average interest rate |
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | % | ||
| Financial Assets | ||||||||
| Cash and cash equivalents | 177,290 | - | - | - | - | 177,290 | 5.62% | |
| Trade and other receivables | - | - | - | - | 110,851 | 110,851 | - | |
| Other financial assets | - | - | - | - | 1,232,935 | 1,232,935 | - | |
| 177,290 | - | - | - | 1,343,786 | 1,521,076 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - | - | - | - | 688,999 | 688,999 | - | |
| - | - | - | - | 688,999 | 688,999 |
(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.
Foreign Exchange Risk
The Group 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 Group against exchange rate movements. 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 Company and other subsidiaries also 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 Company and other group subsidiaries from movements in exchange rates that would give rise to an income statement impact.
Hedges of net investment in foreign subsidiaries
Included in Interest Bearing Liabilities (refer note 15) as at 30 June 2007, are Unsecured Notes amounting to US$79.69m (2006: US$86.66m) and EUR 67.92m (2006: EUR 70.33m) that are designated as a hedge of the Group’s investment in ZLB Holdings Inc and CSL Behring Gmbh. A net foreign exchange gain of $22.1m (2006: loss of $8.5m) was recognised in equity on translation of these borrowings to Australian Dollars.
Included in Interest Bearing Liabilities (refer note 15) as at 30 June 2007, are Bank Loans amounting to EUR 130m (2006: EUR 130m) that are designated as a hedge of the Group’s investment in CSL Behring GmbH. A net foreign exchange gain of $16.6m (2006: loss of $17.3m) was recognised in equity on translation of these borrowings to Australian Dollars.
There was no ineffectiveness recognised on this hedging during the year.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. However, over the longer-term, permanent changes in foreign exchange and interest rates would give rise to a Group income statement impact.
At 30 June 2007 it is estimated that a general movement of one percentage point in interest rates would change the Group’s profit after tax by approximately $3.7m (2006: $1.8m). This calculation is based on applying a 1% movement to the Group’s net debt at the year end, tax effected at the Group’s effective tax rate.
It is estimated that a general movement of one percentage point in the value of the Australian Dollar against other currencies would change the Group’s profit after tax by approximately $5.1m for the year ended 30 June 2007 (2006: $3.3m). This calculation is based on changing the actual exchange rate of Australian Dollars to all other currencies during the year by 1% and applying these adjusted rates to the individual local currency profits generated in the current financial year. The forward exchange contracts have been included in this calculation.
52
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
35 Financial Instruments (continued)
Fair values
The fair values, together with the carrying amounts of Financial Asset and Financial Liabilities shown in the balance sheet, are as follows:
| Carrying | Fair | Carrying | Fair | |
|---|---|---|---|---|
| amount | Value | amount | Value | |
| Consolidated Group | 2007 | 2007 | 2006 | 2006 |
| $000 | $000 | $000 | $000 | |
| Financial Assets | ||||
| Cash and cash equivalents | 480,237 | 480,237 | 753,694 | 753,694 |
| Trade and other receivables | 627,647 | 627,647 | 611,352 | 611,352 |
| Other financial assets | ||||
| Derivatives | - | - | - | - |
| Unlisted equity securities | 7,913 | 7,913 | 4,728 | 4,728 |
| Managed financial assets | 6,489 | 6,489 | 7,872 | 7,872 |
| 1,122,286 | 1,122,286 | 1,377,646 | 1,377,646 | |
| Financial Liabilities | ||||
| Bank overdraft | 6,099 | 6,099 | 5,706 | 5,706 |
| Trade and other payables | 439,510 | 439,510 | 388,979 | 388,979 |
| Interest bearing liabilities and borrowings | ||||
| Unsecured bank loans | 667,360 | 667,360 | 486,922 | 486,922 |
| Unsecured notes | 283,736 | 286,025 | 336,470 | 338,462 |
| Deferred cash settlement | 14,197 | 14,197 | 188,210 | 188,210 |
| Finance leases | 36,365 | 36,365 | 41,521 | 41,521 |
| Other financial liabilities | ||||
| Derivatives | - | - | - | - |
| 1,447,267 | 1,449,556 | 1,447,808 | 1,449,800 | |
| There are no unrecognised gains or losses. | ||||
| Carrying | Fair | Carrying | Fair | |
| amount | Value | amount | Value | |
| Parent Company | 2007 | 2007 | 2006 | 2006 |
| $000 | $000 | $000 | $000 | |
| Financial Assets | ||||
| Cash and cash equivalents | - | - | 177,290 | 177,290 |
| Trade and other receivables | 342,057 | 342,057 | 110,851 | 110,851 |
| Other financial assets | ||||
| Derivatives | - | - | - | - |
| Unlisted equity securities | 7,913 | 7,913 | 4,728 | 4,728 |
| Long term deposits | - | - | - | - |
| Managed financial assets | - | - | - | - |
| 349,970 | 349,970 | 292,869 | 292,869 | |
| Financial Liabilities | ||||
| Bank overdraft | 58,723 | 58,723 | - | - |
| Trade and other payables | 513,731 | 513,731 | 688,999 | 688,999 |
| Interest bearing liabilities and borrowings | ||||
| Unsecured bank loans | - | - | - | - |
| Unsecured notes | - | - | - | - |
| Deferred cash settlement | - | - | - | - |
| Finance leases | - | - | - | - |
| Other financial liabilities | ||||
| Derivatives | - | - | - | - |
| 572,454 | 572,454 | 688,999 | 688,999 |
There are no unrecognised gains or losses.
The following methods and assumptions were used to determine the net fair values of financial assets and liabilities:
Trade and other receivables / payables
The carrying value of trade and other receivables/payables with a remaining life of less than one year is deemed to reflect its fair value. All other trade and other receivables/payables are discounted to determine fair values.
53
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
35 Financial Instruments (continued)
Other financial assets – Derivatives
Forward exchange contracts are either marked to market using listed market prices or by discounting the contractual forward price and deducting the current spot rate. Where discounted cash flows are used, estimated future cash flows are based on the director’s best estimate and the discount rate is a market related rate for a similar instrument at the balance sheet date.
Other financial assets – other
Fair value is estimated using valuation techniques including recent arm’s length transactions of like assets, discounted cash flow analysis and comparison to fair values of similar financial instruments.
Interest bearing liabilities and borrowings
Fair value is calculated based on the discounted expected future principal and interest cash flows.
Interest bearing liabilities and borrowings – Finance leases
The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect change in interest rates.
Funding and liquidity risk
Funding and liquidity risk is the risk that CSL cannot meet its financial commitments as and when they fall due. One form of this risk is credit spread risk which is the risk that in refinancing its debt, CSL may be exposed to an increased credit spread (the credit spread is the margin that must be paid over the equivalent government or risk free rate or swap rate). Another form of this risk is liquidity risk which is the risk of not being able to refinance debt obligations or meet other cash outflow obligations at any reasonable cost when required.
Liquidity and re-financing risks are not significant for the Group, as CSL has a relatively low gearing level and strong cash flows, and also maintains surplus liquidity on the balance sheet. The focus on improving operational cash flow and maintaining a strong balance sheet mitigates refinancing and liquidity risks enabling the Group to actively manage its capital position.
CSL’s objectives in managing its funding and liquidity risks include ensuring the Group can meet its financial commitments as and when they fall due, ensuring the Group has sufficient funds to achieve its working capital and investment objectives, ensuring that short-term liquidity, long-term liquidity and crisis liquidity requirements are effectively managed, minimising the cost of funding and maximising the return on any surplus funds through efficient cash management, and ensuring adequate flexibility in financing to balance short-term liquidity requirements and long-term core funding, and minimise refinancing risk.
The below table shows the profile of financial liabilities:
| Maturing in | ||||
|---|---|---|---|---|
| Consolidated Group – June 2007 | 1 year or less |
Over 1 year to 5 years |
Over 5 years |
Total |
| $’000 | $’000 | $’000 | $’000 | |
| Financial Liabilities | ||||
| Trade and other payables | 439,510 | - | - | 439,510 |
| Bank loans – unsecured | 118,178 | 549,182 | - | 667,360 |
| Deferred consideration–intangibles acquired | 14,197 | - | - | 14,197 |
| Deferred consideration–subsidiary acquired | - | - | - | - |
| Bank overdraft – unsecured | 6,099 | - | - | 6,099 |
| Senior unsecured notes | 16,751 | 67,947 | 199,038 | 283,736 |
| Lease liabilities | 1,920 | 7,959 | 26,486 | 36,365 |
| 596,655 | 625,088 | 225,524 | 1,447,267 | |
| Consolidated Group – June 2006 | ||||
| Financial Liabilities | ||||
| Trade and other payables | 388,979 | - | - | 388,979 |
| Bank loans – unsecured | 347,333 | 139,589 | - | 486,922 |
| Deferred consideration–intangibles acquired | 9,261 | 16,459 | - | 25,720 |
| Deferred consideration–subsidiary acquired | 80,228 | 82,262 | - | 162,490 |
| Bank overdraft – unsecured | 5,706 | - | - | 5,706 |
| Senior unsecured notes | 18,993 | 75,713 | 241,764 | 336,470 |
| Lease liabilities | 2,111 | 8,394 | 31,016 | 41,521 |
| 852,611 | 322,417 | 272,780 | 1,447,808 |
54
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
35 Financial Instruments (continued)
Funding and liquidity risk (continued)
| Parent Company – June 2007 | 1 year or less |
Over 1 year to 5 years |
Over 5 years |
Total |
|---|---|---|---|---|
| $’000 | $’000 | $’000 | $’000 | |
| Financial Liabilities | ||||
| Trade and other payables | 513,731 | - | - | 513,731 |
| Bank Overdrafts – Unsecured | 58,723 | - | - | 58,723 |
| 572,454 | - | - | 572,454 | |
| Parent Company – June 2006 | ||||
| Financial Liabilities | ||||
| Trade and other payables | 688,999 | - | - | 688,999 |
| Bank Overdrafts – Unsecured | - | - | - | - |
| 688,999 | - | - | 688,999 |
Credit Risk
Credit risk represents the extent of credit related losses that the Group may be subject to on amounts to be exchanged under financial instruments contracts or the amount receivable from trade and other debtors. Management has established policies to monitor and limit the exposure to credit risk on an on-going basis.
Transactions involving derivative financial instruments are with counterparties with whom the Group has a signed netting agreement as well as sound credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.
The Group minimises the credit risks associated with trade and other debtors by undertaking transactions with a large number of customers in various countries.
The maximum exposure to credit risk at balance date is the carrying amount, net of any allowance for doubtful debts or impairment, of each financial asset, including derivative financial instruments, in the balance sheet.
The credit quality of financial assets that are neither past due, nor impaired is as follows:
| For the year ended 30 June 2007 Cash and cash equivalents Trade and other receivables Other financial assets For the year ended 30 June 2006 Cash and cash equivalents Trade and other receivables Other financial assets |
Financial Institutions Governments Hospitals Buying Groups Other Total |
|---|---|
| 480,237 - - - - 480,237 1,736 44,417 211,772 180,447 189,275 627,647 14,402 - - - - 14,402 |
|
| 496,375 44,417 211,772 180,447 189,275 1,122,286 |
|
| 753,694 - - - - 753,694 1,242 36,104 209,817 170,555 193,634 611,352 12,600 - - - - 12,600 |
|
| 767,536 36,104 209,817 170,555 193,634 1,377,646 |
The Group has not renegotiated any material collection/repayment terms of any financial assets in the current financial year.
55
CSL Limited and its controlled entities Notes to the Financial Statements (continued) for the year ended 30 June 2007
35 Financial Instruments (continued)
Credit Risk (continued)
An analysis of trade receivables that are past due and the allowance for doubtful debts is as follows: All other financial assets are less than 30 days overdue.
| For the year ended 30 June 2007: Trade and other receivables: less than 30 days overdue more than 30 but less than 90 days overdue more than 90 days overdue For the year ended 30 June 2006: Trade and other receivables: less than 30 days overdue more than 30 but less than 90 days overdue more than 90 days overdue |
Not impaired Impaired Allowance for doubtful debts $000 $000 $000 378,105 - - 67,782 - - 83,057 18,853 18,853 |
|---|---|
| 528,944 18,853 18,853 |
|
| 357,451 - - 84,605 - - 82,926 13,744 13,744 |
|
| 524,982 13,744 13,744 |
Financial assets are considered impaired where there is objective evidence that the Group will not be able to collect all amounts due according to the original trade and other receivable terms. Factors considered when determining if an impairment exists include aging and timing of expected receipts and the credit worthiness of counterparties. An allowance for doubtful debts is created for the difference between the assets carrying amount and the present value of estimated future cash flows. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for financial assets.
Capital Risk Management
The Group and the Parent Company are not subject to any externally imposed capital requirements.
The Group’s and the Parent Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they continue to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
56
CSL Limited and its controlled entities Directors’ Declaration
-
(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 Group are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the company’s and Group’s financial position as at 30 June 2007 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 ended 30 June 2007.
-
(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 28 June 2007.
Made in accordance with a resolution of the directors.
Elizabeth A Alexander Chairman
Brian A McNamee Managing Director
Melbourne 22 August 2007
57
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Independent audit report to members of CSL Limited
We have audited the accompanying financial report of CSL Limited and the entities it controlled during the period, which comprises the income statement, balance sheet, statement of recognised income and expense, cash flow statement, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the year ended 30 June 2007.
The company has disclosed information as required by paragraphs Aus 25.4 to Aus 25.7.2 of Accounting Standard 124 Related Party Disclosures (“remuneration disclosures”) , under the heading “Remuneration Report” on pages 4 to 16 of the directors’ report, as permitted by Corporations Regulation 2M.6.04.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards. The directors are also responsible for the remuneration disclosures contained in the directors’ report.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement and that the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures .
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Liability limited by a scheme approved under Professional Standards Legislation.
==> picture [170 x 64] intentionally omitted <==
Independence
In conducting our audit we have met the independence requirements of 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 remuneration 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.
Auditor’s Opinion
In our opinion:
-
the financial report of CSL Limited is in accordance with:
-
(a) the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the financial position of CSL Limited and the consolidated entity at 30 June 2007 and of their performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations); and
-
(b) other mandatory financial reporting requirements in Australia.
-
the financial report comprising the financial statements and notes thereto also complies with International Financial Reporting Standards as disclosed in Note 1.
-
the remuneration disclosures that are contained on pages 4 to 16 of the directors’ report comply with Accounting Standard AASB 124 Related Party Disclosures .
Ernst & Young
Denis Thorn
Partner
Melbourne
22 August 2007
22 August 2007
Disclaimer
Forward looking statements
The materials in this presentation speak only as of the date of these materials, and include forward looking statements about our financial results and estimates, business prospects and products in research that involve substantial risks and uncertainties, many of which are outside the control of, and are unknown to, CSL. You can identify these statements by the fact that they use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “may,” “assume,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are the following: the success of research and development activities, decisions by regulatory authorities regarding whether and when to approve our drug applications as well as their decisions regarding labeling and other matters that would affect the commercial potential of our products; competitive developments affecting our current growth products; the ability to successfully market new and existing products in Australia and other countries; difficulties or delays in manufacturing; trade buying patterns, fluctuations in interest and currency exchange rates; legislation or regulations throughout the world that affect product production, distribution, pricing, reimbursement or access; legal defense costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement relating to product liability, patent protection or governmental investigations, growth in costs and expenses; and CSL’s ability to protect its patents and other intellectual property throughout the world. The statements being made in this presentation do not constitute an offer to sell, or solicitation of an offer to buy, any securities of CSL.
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.
2
Highlights
Financial
-
Total revenue $3,310m, up 14%
- GARDASIL[®] royalty of $86m - Australian sales $100m
-
NPAT $539m up 54%[*]
- Excl. Sanofi settlement of $18m, NPAT $521m up 48%
-
CSL Behring EBITDA margin up from 24% to 31%
-
Research and development expenditure of $191m up 19%
-
Operating cashflow $481m
-
EPS $2.95 up 53%[*]
-
Final dividend 55 cents (franked 50%)
-
Share buyback announced ~$750m
-
3:1 share split
-
Growth calculated after excluding the provision for contingent payment arising from the acquisition of Aventis Behring included in FY2006
3
Highlights
Operational
-
Strong global demand for plasma therapies continues
-
Successful first full year of GARDASIL[®] rollout by Merck
-
Commonwealth Government funding of GARDASIL[®] in Australia
-
Extension of Helixate[®] supply agreement to 2017
-
Privigen™(10% liquid IVIG) approved by US FDA
-
Influenza BLA accepted by US FDA for expedited review
-
Acquisition of CytoGam[®]
-
Acquisition of Zenyth Therapeutics Ltd completed
-
License and option agreement with Wyeth for ISCOMATRIX[®] adjuvant technology & expansion of existing Merck agreement
-
• US FDA approval of Rhophylac[®] for ITP
-
Prototype pandemic influenza vaccine dossier lodged with TGA
4
.
==> picture [721 x 271] intentionally omitted <==
----- Start of picture text -----
Human Health
Business Unit Performance
----- End of picture text -----
-
CSL Behring
-
Other Human Health
-
CSL Bioplasma
-
CSL Biotherapies
-
CSL Research & Development
CSL Behring
-
Sales A$2,645m (US$2,067m)
-
EBIT A$737m (up 48%), EBITDA A$824
-
Operations
-
Robust sales growth
-
Strong margin expansion
-
Operational efficiency
-
Optimizing product mix
-
Specialty products contribution
-
Cytogam[®] ~$20m sales in 2H07
-
Rhophylac[®] , Beriplex[®] , Haemocomplettan[®] , Berinert[®]
-
Improved market conditions
-
-
-
US FDA approves Privigen™
-
Launch 1Q calendar 2008
-
Additional Large-scale plant in Bern complete, undergoing validation
-
6
CSL Behring – Sales up 13% in USD
==> picture [666 x 395] intentionally omitted <==
----- Start of picture text -----
2,500
Highlights
US$2,067m
2,000 Other • IVIG product mix, price and
US$1,826m
volume strength
Immuno-
globulins • Albumin price recovery
1,500
•
Strong growth in vWF volumes
Wound H
Critical • Strong contribution and growth
1,000
Care in specialty products such as
Rhophylac [®] , Beriplex [®] and
500 pdCoag
Berinert [®]
, Haemocomplettan [®]
rFVIII •
Helixate [®] flat
0
Jun 06 Jun 07
Sales for the 12 month period
----- End of picture text -----*
- Non therapy sales such as plasma, testing services etc
7
CSL Behring sales by region – FY2007
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----- Start of picture text -----
Intercontinental
Japan 8%
USA
7%
43%
Central
Europe
20%
Western
Europe
22%
Includes South America, Central America, Canada, Africa and the Middle East
----- End of picture text -----
8
Plasma therapies – profitable growth
==> picture [645 x 369] intentionally omitted <==
----- Start of picture text -----
Objectives:
Efficient cost base
Wound Grow specialty products
Healing
Margin expansion in core products
Fibrin-ogen Specialty Profitable litre discipline
products
FIX
Beriplex
API
Inhibitors
Factor VIIIs Core
Products
Immunoglobulins
Albumin
Litres PEQ
Revenue per litre
----- End of picture text -----
9
Strong EBITDA margin - up from 24% to 31%
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----- Start of picture text -----
%
35
EBITDA margin 31% Growth drivers
30
•
Centres of excellence model
•
25 Favourable market conditions
•
Core product mix
20
•
Growth in specialty products
15 •
Replacement of ARC tolling
Inventory
Discount contract with in-market sales
10
•
Plasma collection efficiency
5
0
2004 2005 2006 2007
----- End of picture text -----
10
US FDA approves 10% liquid IVIG - Privigen™
Compelling features
-
Excellent stability profile - 24 month storage at room temp
-
Improved production yield over time
-
Annual Capacity
-
3 million grams currently available
-
Additional 10 million gram capacity available 1H cal. 2009
-
Further capacity proposed for 2011
-
Conversion
-
Anticipate conversion of ~1m grams in fiscal 2008
-
Anticipate majority conversion within 2 years of new capacity
20% Liquid SCIG
- Phase III fully recruited
11
CSL Behring
Outlook for FY2008
Sales growth in USD approx. ~10-12%
-
Broadbased stable to favourable market conditions
-
Continued strong demand for IVIG
-
Launch of Privigen™in 1Q calendar 2008
-
Helixate[®] returning to growth
-
Full year of Cytogam[®]
Operating margin % stable to slight improvement
12
CSL Bioplasma
Sales A$211m (up 10%)
Australian Business
-
Growth in plasma volumes for fractionation
-
ARCBS collections growth
-
New agreement to fractionate plasma from Taiwan
-
Pro-thrombin complex demand increasing for anticoagulant reversal
-
Upgrade to post viral inactivation facility
Asian Business
- Strong Albumin demand and improved pricing
13
CSL Biotherapies
Sales A$317m (up 49%) GARDASIL[®] Australia
-
$100m in sales
-
Strong start to school based program
-
18 to 26 year old GP based catch-up program
-
commenced July 2007
Rotateq[®] launch
Influenza vaccine
-
BLA accepted by US FDA in March 2007 for expedited review
-
Launch anticipated October 2007
-
Significant phase IV studies required by US FDA
14
GARDASIL[®]
-
Merck’s GARDASIL[®] launched in Europe
-
Merck submits cross protection data
-
GARDASIL[®] now approved in 80 countries
-
GARDASIL[®] royalties
-
$86m to CSL in first full year
-
FY2008 estimates* $155m
-
Royalty to CSL on Merck’s in-market sales
-
Approx. 7% on sales in ‘patented countries’
-
Some sales allowances
-
Payments to University of Queensland
* Source: analyst consensus
15
R&D Investment
Growth in new product and market development
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----- Start of picture text -----
$Am
FY2008
~$220m
200 $191
New Product Development
150
Market development
100
50 Life Cycle Management
0
FY2005 FY2006 FY2007
----- End of picture text -----
16
R&D Highlights – New Products
Recombinant Antibodies
-
Zenyth integration complete
-
CSL360 MAb for acute myeloid leukaemia Phase I clinical study commenced
-
IL-13R MAb* for asthma toxicology studies started
-
GM-CSFR MAb* for rheumatoid arthritis submission to Paul Ehrlich Institute to conduct clinical study
Reconstituted HDL
- Acute coronary syndrome Phase II data encouraging
* Partnered programs
17
R&D Highlights – New Products
Influenza
-
Pandemic vaccine
-
Prototype Core Pandemic dossier submitted to TGA
-
Improved vaccine
-
CSL412 Influenza ISCOMATRIX[®] vaccine clinical study commenced
ISCOMATRIX[®] adjuvant
-
Wyeth license and option agreement finalised
-
Additional fields with Merck
-
Merck commenced two clinical programs
-
Commercial scale manufacture at Kankakee
18
Financial Detail
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Net Profit After Tax
==> picture [573 x 397] intentionally omitted <==
----- Start of picture text -----
600
$521m
+48% Sanofi
500
Settlement
400
$351m
300
200 Aventis
contingent
Provision
100
Reported Reported
NPAT NPAT
$117m $539m
0
Jun 06 Jun 07
NPAT for the 12 month period
----- End of picture text -----
20
Strong Balance Sheet
Cash Flow from Operations $481m FY2008 expect $620 – 630m Capital Expenditure $205m FY2008 expect ~$220m
Working Capital
2007 2006
-
Inventory Turns
-
Days Debtors
-
Financial Leverage
1.54 1.77 60.9 65.5
• Net Debt 528 643 • Interest Cover (times) 65.5 32.1 • Net Debt to net debt plus equity 18.9% 24.4%**
* Includes contingent provision
21
Tax
Effective tax rate 2006/2007 30%
Key changes expected to impact FY2008
-
Multiple European tax rate changes
-
Combined expected favourable tax impact of
-
$30 – $40m
-
Germany - Draft Corporate Tax Reform Act*
-
Effective rate 39% down to 30%
-
Assumption - rate change applicable 1 July 2007
-
Profit impact FY2008, cash impact FY2009
-
Estimated effective tax rate in 2007/08 ~26/27%
* German tax rate subject to approval by German Federal President
22
Foreign Exchange Sensitivity
Translation*
-
AUD/USD
-
AUD/EUR
2006/07 10% chg 0.78 $16m 0.60 $29m
- AUD/CHF
0.95
$20m
$65m
Transaction
2006/07 10% chg
• USD/CHF 1.22 $23m • USD/EUR 0.77 $4m
$27m
* Includes GARDASIL Royalties
23
Capital Management
Buyback
-
Ongoing review of balance sheet in best interests of
-
shareholders
-
Optimizing capital structure through quantum, mix and type of debt and equity
-
On market buyback
- Funded by cash & debt ~$750 million
Share Split
- 3:1 share split subject to shareholder approval
24
Group Outlook for FY2008 (at 2006/07 exchange rates)
- Total revenue growth
~12 - 14%
- R&D
~$220m
- GARDASIL royalties (pre tax)
155m*
- Net profit after tax
$670m - $700m
Excludes interest cost to fund buyback Subject to:
-
material price movements on core plasma products
-
GARDASIL royalties
-
effective tax rate
-
Currency movements**
-
Source: Analyst consensus
-
** 10% strengthening of the AUD relative to the group of currencies referred to in slide 23 reduces NPAT forecast by ~A$65m
25
Growth Strategy
-
Novel Biotech products
-
Influenza vaccine
-
• ISCOMATRIX[®] Novel plasma products
-
adjuvant
-
• Market Development
-
Advanced IG products
-
Global Specialty
-
Bio- pharmaceutical
-
HPV royalties
-
GARDASIL[®]
-
(Aust)
26
Appendix
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Group Results
| Group Results | |
|---|---|
| Full year ended June | Change % FY2006 A$m FY2007 A$m* |
| Net Profit Net Interest Expense Tax Expense Depreciation/Amortisation Earnings before Interest and Tax Earnings before Interest, Tax, Depreciation & Amortisation Sales Other Revenue Total Revenue |
16.0 148.1 12.0 234.8 53% 116.1 515.0 132.6 786.1 46% 631.1 918.7 14% 2848.9 54.6 2,903.5 3,172.4 137.8 3,310.2 |
| 54% 350.9 539.3 |
|
| Total Ordinary Dividends (cents) Final Dividend (cents) Basic EPS (cents) |
68 40 192.8 104 55 295.4 |
* FY2006 numbers show results from continuing operations. They exclude the provision for contingent payment arising from the acquisition of Aventis Behring
28