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CSL Ltd. — Annual Report 2009
Aug 18, 2009
17854_rns_2009-08-18_1dbdc235-04ae-4dd0-801e-c849d0547987.pdf
Annual Report
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19 August 2009
Full Year Result Reported Profit $1.15 billion up 63% Underlying Operational Profit[1] $1.02 billion up 45% (23% at constant currency) Cash Flow from Operations $1.03 billion
CSL Limited today announced a profit after tax of $1.15 billion for the twelve months ended 30 June 2009, up 63% when compared to the twelve months ended 30 June 2008. Underlying operational profit (adjusted for currency movements, the impact of discontinuing the Talecris merger and non-operational tax items) grew 23%.
KEY ITEMS
Financial
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Total revenue of $5.04 billion, up 32%;
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Up 16% on a constant currency basis;
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Human Papillomavirus (HPV) vaccine royalties of $161 million;
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GARDASIL[®] (HPV vaccine) – Australian/New Zealand sales $185 million;
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Reported net profit after tax grew 63% to $1.15 billion; this includes -
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Favourable foreign currency impact of $156 million;
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Favourable net impact of Talecris merger discontinuation of $79 million;
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Favourable non-operational tax items $47 million;
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Research and Development expenditure of $312 million, up 38%;
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Cash flow from operations of $1.03 billion, up 49%;
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On market share buyback announced of approximately 9% of share capital;
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Earnings per share of $1.93, up 51%;
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Final dividend 40 cents per share, unfranked, payable on 9 October 2009. Total ordinary dividends for the year were 70 cents per share up 52% on the previous year.
Operational
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Plasma Therapies
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Privigen[®] (10% liquid intravenous immunoglobulin) manufacturing facilities rollout on track – new manufacturing facility approved by US and European regulators;
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Market development of specialty plasma therapies.
1 Excludes one-off beneficial items to facilitate comparison. Items excluded - earnings and costs associated with discontinuing the Talecris merger and non-operational tax items.
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19 August 2009
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GARDASIL[®]
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Merck & Co., Inc., submitted data to the US FDA for males aged 9 – 26 and females aged 27 – 45;
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Merck phase III trial on 9-valent HPV vaccine;
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US HPV patent, covering license for GARDASIL[®] , granted to 2026.
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Influenza
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Expanded influenza vaccine facility approved by US FDA;
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Seasonal Influenza vaccine business grew 60% to $124 million;
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Significant orders for Novel A (H1N1) influenza vaccine - ‘Swine Flu’
oClinical trials underway.
Dr McNamee, CSL’s Managing Director, said “This is a powerful result for CSL, derived in an extraordinary period of foreign exchange volatility and global economic upheaval. This year we benefited from favourable movements in foreign exchange, in contrast to the past four years of currency ‘head winds’.
“Global demand for plasma therapies continues to be robust. Our Privigen[®] manufacturing facility rollout is on track and our new facility in Switzerland is now approved.
“Over the last few months we received significant orders from the Australian and US Governments for Swine flu vaccine. CSL has vigorously pursued the development of a vaccine and commenced manufacturing in order to meet demand for this important medicine. CSL has commenced clinical trials to determine dosage. These trials are now well underway.
“GARDASIL[®] royalties continue to make an excellent contribution and CSL’s US patent position protects our intellectual property through to 2026,” Dr McNamee said.
OUTLOOK (at 08/09 exchange rates)
Commenting on CSL’s outlook, Dr McNamee said “There are a number of components of our expected result in fiscal year 2010 worth highlighting. Growth in demand for plasma therapies is expected to continue. Sales will benefit from a product mix change with a shift towards Privigen[®] .
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“Following the successful rollout of the HPV vaccine program in Australia by the Commonwealth Government, sales of GARDASIL[®] are expected to substantially decline as the catch up programs draw to a close.
“Orders for Novel A (H1N1) influenza or ‘Swine Flu’ vaccine are expected to provide a strong contribution to the fiscal year 2010 result.
“In compiling our financial forecasts for 2010 we have determined a number of key variables which may have a significant impact on guidance - in particular, material price and volume movements on core plasma products, competitor activity, changes in healthcare regulations and reimbursement policies, royalties[2] arising from the sale of Human Papillomavirus vaccine, sales of GARDASIL[®] in Australia, fulfilment of Novel A (H1N1) influenza vaccine orders, successful implementation of the company’s influenza expansion strategy and plasma therapy life cycle management strategies, enforcement of key intellectual property, the risk of regulatory action or litigation, the effective tax rate and foreign exchange movements.
“For the 2009/10 fiscal year we expect net profit after tax of between $1,160 million and $1,260 million, at 08/09 exchange rates. This represents 14 - 24% growth on the underlying operational profit for fiscal year 2008/09. Given the volatile foreign exchange environment we have provided with our results materials a foreign currency sensitivity analysis to assist investors in determining the impact of movement in key currency pairs,” Dr McNamee said.
BUSINESS REVIEW
Results overview
CSL Behring product sales grew 38% to $3.7 billion (17% in constant currency terms) when compared to the twelve months ended 30 June 2008. Strong contribution from immunoglobulins and critical care products have underpinned the growth.
Immunoglobulins grew 26% in constant currency terms with vigorous growth in Privigen[®] , consistent with the company’s transition program in favour of liquid over lyophilised presentations. Vivaglobin[® ] (subcutaneous Immunoglobulin), a product which provides the convenience of immunoglobulin self administration, attracted significant patient growth.
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2 FY2009 HPV royalty revenue used for FY2010 forecast
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19 August 2009
Volume and price growth and, above all, product mix contributed to global growth in immunoglobulin sales. Specialty products Rhophylac[®] (Anti-D) and Tetagam[®] P (Tetanus) also boosted sales.
The Critical Care segment grew 18% in constant currency terms underpinned by volume growth of albumin, particularly in the US and emerging markets. Specialty products, primarily Haemocomplettan[® ] P, Beriplex[®] P/N and Berinert[® ] P, also made a significant contribution.
Haemophilia sales grew 8% in constant currency terms, after adjusting for short term supply issues with Monoclate-P[®] as indicated at the half year result. Total sales volume grew by 11% with pricing steady, albeit the total average price was affected by growth in lower priced emerging and tender markets.
Sale of plasma raw material declined consistent with the new supply contract with Talecris Biotherapeutics.
CSL Bioplasma sales were up 32% to $334 million driven by strong demand and improved pricing for albumin in China. Demand for plasma therapies from Hong Kong, Singapore and Taiwan was also strong. Australian sales grew by 8%.
CSL Biotherapies sales were up 5% to $502 million. Growth in influenza vaccine sales into the Northern Hemisphere was offset by reduced Australian sales of GARDASIL[®] . The current period included GARDASIL[®] sales into the Australian and New Zealand markets of $159 million and $26 million respectively, compared with a total of $227 million in the prior comparable period arising from strong demand during the initial take-up by women in the 18-26 year old cohort. Influenza vaccine sales totalled $124 million for the period, up 60% compared to the prior comparable period.
Other Revenue / Income grew 69% to $417 million, the key driver being a $157 million foreign exchange gain arising from the conversion back to Australian dollars of US$1.5 billion of funds held on deposit in anticipation of closure of the Talecris Biotherapeutics acquisition.
Business development
Talecris
On 13 August 2008, CSL signed an agreement to acquire Talecris Biotherapeutics, Inc., a leading manufacturer and marketer of plasma-derived protein therapies, from owners
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19 August 2009
Cerberus Partners, L.P. and Ampersand Ventures. The close of the acquisition was subject to regulatory approvals, including the approval from US anti-trust authorities.
On 25 May 2009, the US Federal Trade Commission (FTC) filed a complaint in the US Federal District Court challenging CSL’s proposed acquisition. CSL fundamentally disagreed with the FTC’s case as the FTC had not recognised the combination would be pro-competitive, provide significant efficiencies that would improve the supply of biotherapies and be beneficial to the patient community.
Notwithstanding this position, CSL’s Board of Directors did not believe that entering into a protracted litigation process with its inherent risks, substantial costs and lengthy distraction of CSL management, would be in the best interests of the company’s stakeholders.
On 9 June 2009, both Talecris and CSL announced they had mutually agreed to terminate their merger agreement. Transaction and termination costs associated with the proposed acquisition have been more than offset by a foreign exchange benefit arising from selling forward into Australian dollars approximately US$1.5 billion held on deposit in anticipation of acquiring Talecris. The net financial impact to CSL has been a non-recurring net profit after tax of $79 million.
CSL has recently been served with two lawsuits filed in US courts alleging that CSL and a competitor had conspired to restrict output and artificially increase the price for plasma derived therapies in the US. Both actions were filed by individual private hospital groups but were filed as class actions. CSL believes these lawsuits are unsupported by fact and without merit and will robustly defend against these suits.
Share Buyback
On 9 June 2009, CSL announced its intention to conduct an on-market share buyback of up to 54,863,000 shares[3] . This represents approximately 9% of the company’s current shares on issue. To-date CSL has repurchased 8,543,419 shares for approximately $268 million, representing 15.6% of the intended maximum number of shares to be repurchased.
GARDASIL[®] – Human Papillomavirus Vaccine
During the period under review, CSL’s licensee Merck made a number of announcements regarding cervical cancer vaccine, GARDASIL[®] . They have submitted data to the US FDA seeking to expand the GARDASIL[®] label claim to include adult women aged 27 - 45 and males aged 9 - 26. The US FDA has since recommended that Merck submit additional data
3 CSL reserves the right to suspend or terminate the buyback at any time
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19 August 2009
when the 48 month female study has been completed. Merck has also announced that they are in phase III trials for a 9-valent vaccine. GARDASIL[®] is a quadrivalent vaccine.
In addition, during the period a US patent for HPV virus like particles was issued jointly to CSL and the University of Queensland, which is licensed to Merck and will drive royalties from the sale of GARDASIL[®] until 2026.
Privigen
The company has a modularised plan to increase manufacturing capacity of Privigen[®] (10% liquid intravenous immunoglobulin). The first facility with a capacity of 3 million grams per annum has been in production throughout the year. The US FDA has approved the company’s new facility, with a design capacity of 10 million grams per annum. Construction of an additional facility, with the same design capacity of 10 million grams per annum, has commenced with operations anticipated to begin in 2011.
The company’s Privigen[®] strategy is to accommodate increasing global patient demand for IVIG as well as progressively migrating patients from Sandoglobulin[®] / Carimune[®] to liquid Privigen[®] . Privigen[®] is the first and only proline stabilised IVIG that is ready for immediate use, not requiring refrigeration or reconstitution during its shelf life.
Subcutaneous immunoglobulin
On 1 May 2009, CSL Behring announced that it had submitted a biologics license application to the US Food and Drug Administration requesting approval to market its 20% liquid formulation, subcutaneous immunoglobulin for weekly replacement therapy in patients with primary immunodeficiencies. Subcutaneous immunoglobulin replacement therapy provides patients with the convenience of self infusion in the comfort of their own home. This new formulation will further add to patient convenience by reducing infusion time. The company’s current subcutaneous immunoglobulin, Vivaglobin[®] , was launched into the US markets in March 2006 and has received strong patient take up.
Specialty Plasma Products
The company’s ‘maximising revenue per litre’ objective moved forward with market development in a number of specialty products.
- RiaSTAP™ (fibrinogen) - In January 2009 the US Food and Drug Administration (FDA) granted marketing approval for RiaSTAP™, the first and only treatment of acute bleeding episodes in patients with congenital fibrinogen deficiency, a rare and potentially life threatening bleeding disorder.
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19 August 2009
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Berinert[®] - EU mutual recognition procedure completed December 2008. CSL Behring is currently addressing questions raised by the US FDA that relate to the manufacturing process and clinical data.
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Beriplex[®] – US trial initiated. European expansion ongoing.
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Zemaira™ – US patient base expanding, European registration clinical trial recruitment proceeding.
Influenza
Initial sales of influenza vaccine, manufactured at CSL’s expanded facility in Parkville, Victoria, were made into the USA. CSL Behring also lodged a Biologics License Application supplement seeking approval of the recently completed dispensing and packaging facilities in the US, at the company’s Kankakee site. This facility will further enhance manufacturing capabilities and assist in meeting anticipated growth in US demand.
During the period CSL’s influenza vaccine was launched into Germany and a vaccine tender was won in Hong Kong.
Pandemic Influenza Vaccine H1N1 - ‘Swine Flu’
On 29 May 2009, CSL signed a contract with the U.S. Department of Health and Human Services (HHS) to provide Novel A (H1N1) influenza vaccine. The vaccine will be manufactured at Parkville. The new vaccine will be tested in US clinical trials funded by HHS. The initial order under the contract will be for an amount of US $180 million.
CSL has also received an order from the Australian Department of Health and Ageing to supply 21 million (15 mcg) doses of Novel A (H1N1) influenza vaccine. Australian clinical trials to determine dosage commenced in mid July with initial results expected during September 2009.
Q-Vax[®]
On 1 July 2009, CSL’s new Q-Vax[®] manufacturing facility at the company’s Broadmeadows site in Melbourne, was officially opened, following approval by the Australian Therapeutics Goods Administration. Q-Fever is primarily an occupational disease of people working in the meat and livestock industry.
Corporate Responsibility
In December 2008, CSL published its first global environment report which presents four years of performance data from its five manufacturing sites. Highlighted in the report are significant improvements in the rate at which CSL consumes natural resources and generates by-products in the manufacture of plasma therapies.
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19 August 2009
In February 2009, CSL released a new Code of Responsible Business Practice, setting out the company’s principles for ethical conduct and its commitment to sustainable development. This Code replaces the former CSL Code of Conduct.
In April 2009, CSL announced a new $US3 million partnership with the World Federation of Haemophilia (WFH). Each year for the next three years, CSL Behring will donate two million units of Factor VIII to help the WFH expand access to haemophilia therapies in developing countries and will also provide additional financial support.
In June 2009 CSL made a submission to the Carbon Disclosure Project, reporting that climate change does not pose any significant risks to operations in the short to medium term and outlined the company’s efforts to reduce its carbon footprint in the interests of sustainability.
Details regarding CSL’s corporate responsibility initiatives can be found on the company website.
For further information, please contact:
Mark Dehring Head of Investor Relations CSL Limited Telephone: +613 9389 2818 Email: [email protected]
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19 August 2009
Group Results
Full year ended June
| Full year ended June | June 2009 June 2008 Change $m $m % |
| Sales Other Revenue / Income Total Revenue / Income |
4,622.4 3,556.7 417.0 246.7 5,039.4 3,803.4 32% |
| Earnings before Interest, Tax, Depreciation & Amortisation Depreciation/Amortisation Earnings before Interest and Tax Net Interest Expense / (Income) Tax Expense Net Profit after Tax Total Ordinary Dividends (cents) Final Dividend (cents) Basic EPS (cents) |
1,549.8 1,108.4 40% 181.6 141.8 1,368.2 966.6 42% (1.5) 14.6 223.8 250.2 |
| 1,145.9 701.8 63% |
|
| 70.00 46.00 40.00 23.00 192.5 127.6 |
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CSL Limited
ABN: 99 051 588 348
ASX Full-year information 30 June 2009
Lodged with the ASX under Listing Rule 4.3A.
Contents
Results for Announcement to the Market
Additional Information
Directors’ Report
Financial Report
CSL Limited ABN: 99 051 588 348 Appendix 4E
ABN: 99 051 588 348
Full-year ended 30 June 2009
(Previous corresponding period: Year ended 30 June 2008)
Results for Announcement to the Market
| 2009 | 2008 |
|
|---|---|---|
| $000 | $000 |
|
| Sales revenue | 4,622,387 | 3,556,662 |
| Total other revenues | 247,666 | 237,630 |
| Other income | 169,352 | 9,080 |
| Total revenue and other income | 5,039,405 | 3,803,372 |
| Profit before income tax expense | 1,369,747 | 952,024 |
| Income tax expense | (223,815) | (250,222) |
| Net profit after tax attributable to members of the parent entity |
1,145,932 |
701,802 |
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Total revenue and other income up 32% to $5.04 billion.
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Net profit after tax for the year attributable to members of the parent entity up 63.3% to $1.146 billion.
Dividends
| Amount per | Franked amount per | |
|---|---|---|
| security | security | |
| Final dividend (declared subsequent to balance date) | 40.00¢ | Unfranked* |
| Interim dividend paid on 9 April, 2009 | 30.00¢ | Unfranked |
| Final dividend (prior year) | 23.00¢ | 23.00¢ |
| Record datefordetermining entitlements to the dividend: | 18 September 2009 |
* Non-resident withholding tax is not payable on 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 Full year 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 2009 | 30 June 2008 | |
| Net tangible asset backing per ordinary security | $7.49 | $3.44 |
Changes in controlled entities
The Parent Company did not dispose of any entities during the year.
Audit report
The audit report is contained in the attached Financial Report.
E Bailey Company Secretary
19 August 2009
CSL Limited ABN: 99 051 588 348
Annual Financial Report for the year ended 30 June 2009
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 2009.
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 (Chairman) Dr B A McNamee, AO (Managing Director) Mr J H Akehurst Mr A M Cipa Mr I A Renard Mr M A Renshaw Professor J Shine, AO Mr D J Simpson
Mr K J Roberts, AM, was a Director from the beginning of the financial year until his retirement on 15 October 2008.
Mr D W Anstice was appointed Director on 2 September 2008 and continues in office at the date of this report.
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
Mr E H Bailey, B.Com/LLB, FCIS, was appointed to the position of Company Secretary on 1 January 2009 and continues in office at the date of this report. Mr Bailey joined CSL Limited in 2000 and had occupied the role of Assistant Company Secretary from 2001. Before joining CSL Limited, Mr Bailey was a Senior Associate with Arthur Robinson & Hedderwicks. Mr P R Turvey, BA/LLB, MAICD, having been appointed to the position of Company Secretary in 1998 acted in that capacity during the financial year until his retirement from office on 31 December 2008. Mr Turvey remains in the capacity of Assistant Company Secretary as well as performing other senior management roles within the Company.
3. Directors' Meetings
During the year, the Board held fourteen meetings. The Audit and Risk Management Committee met four times, the Human Resources Committee met four times, the Innovation and Development Committee met four times and the Nominations Committee met once. The Securities and Market Disclosure Committee met eleven 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 | Audit and Risk Management Committee |
Audit and Risk Management Committee |
Securities and Market Disclosure Committee |
Human Resources Committee |
Human Resources Committee |
Innovation and Development Committee |
Innovation and Development Committee |
Nomination Committee |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Attended | Maximum | Attended | Maximum | Attended | Attended | Maximum | Attended | Maximum | Attended | |
| E A Alexander | 14 | 14 | 4 | 4 | 11 | 42 | 4 | 21 | 1 | |
| B A McNamee | 14 | 14 | 42 | 11 | 42 | 4 | 4 | 4 | ||
| J H Akehurst | 14 | 14 | 4 | 4 | 1 | |||||
| A M Cipa | 13 | 14 | 42 | 3 | ||||||
| I A Renard | 14 | 14 | 4 | 4 | 5 | 12 | 1 | |||
| M A Renshaw | 12 | 14 | 4 | 4 | 1 | |||||
| K J Roberts | 5 | 5 | 2 | 2 | ||||||
| J Shine | 14 | 14 | 4 | 4 | 1 | |||||
| D J Simpson | 14 | 14 | 4 | 4 | 5 | 4 | 4 | 1 | ||
| D W Anstice | 7 | 9 | 2 | 2 | 2 | 2 | 1 |
1 Attended for at least part in ex officio capacity
2 Attended for at least part by invitation
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Directors' Report
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.
5. Operating Results
The Group’s net profit was up 63.3% to $1.145 billion. Total income was $5.04 billion up 32% on the previous year, with research and development expenditure of $311.6 million up 38% on the previous year. Net operating cash flow was $1.024 billion, up 49% on the previous year.
6. Dividends
The following dividends have been paid or declared since the end of the preceding financial year:
2007-2008 As declared by the Directors in last year’s Directors’ Report, a final dividend for the year ended 30 June 2008 of 23.00 cents per share, 100% franked, was paid on 10 October 2008.
2008-2009 An interim dividend of 30 cents per share, unfranked, was paid on 9 April 2009. The Company’s Directors have declared an unfranked final dividend of 40 cents per ordinary share for the year ended 30 June 2009.
In accordance with determinations by the Directors, the Company’s dividend reinvestment plan remains suspended.
Total dividends for the 2008-2009 year are:
| On Ordinary shares | |
|---|---|
| $000 | |
| Interim dividend paid 9 April 2009 | 180,982 |
| Final dividend payable on 9 October 2009 | 239,695 |
7. Review of Operations
CSL Behring product sales grew 17% in constant currency terms to $3.8 billion when compared to the 12 months ended 30 June 2008. Strong contribution from immunoglobulins and critical care products have underpinned the growth.
Immunoglobulins grew 26% in constant currency terms with vigorous growth in Privigen[®] , consistent with the company’s transition program in favour of liquid over lyophilised presentations. Vivaglobin[®] (subcutaneous Immunoglobulin) attracted significant patient growth. Volume and price growth and, above all, product mix contributed to global growth in immunoglobulin sales. Specialty products Rhophylac[®] (Anti-D) and Tetagam[®] P (Tetanus) also boosted sales.
The Critical Care segment grew by 18% in constant currency terms underpinned by volume growth of albumin, particularly in the US and emerging markets. Specialty, particularly Haemocomplettan[®] P, Beriplex[®] P/N and Berinert[®] P, also made a significant contribution.
Haemophilia sales grew at 8% in constant currency terms, after adjusting for short term supply issues with Monoclate-P[®] ® as indicated in the half year result. Total sales volume grew by 11% with pricing steady, albeit the total average price was affected by growth in lower priced emerging and tender markets.
Sale of plasma raw material declined consistent with the new supply contract with Talecris Biotherapeutics (“Talecris”).
CSL Bioplasma sales were up by 32% to $334 million driven by strong demand and improved pricing for albumin in China. Demand for plasma therapies from Hong Kong, Singapore and Taiwan was also strong. Australian sales grew by 8%.
CSL Biotherapies sales were up 5% to $502 million. Growth in influenza vaccine sales into the Northern Hemisphere was offset by reduced Australian sales of Gardasil[®] (Human Papillomavirus Vaccine). The current period included Gardasil[®] sales into the Australian market of $159 million and $26 million into the New Zealand market, compared with $227 million in the prior comparable period arising from strong demand during the initial take-up by women in the 18-26 year old cohort. Influenza vaccine sales totalled $124 for the period, up 60% compared to the prior comparable period.
Other revenue /income grew 69% to $417 million, the key driver being a $157 million foreign exchange gain arising from the conversion back to Australian dollars of US$1.5 billion of funds held in deposit in anticipation of the closure of the Talecris acquisition.
Page 2
Directors' Report
8. Significant changes in the State of Affairs
On 13 August 2008, the company announced that it had signed an agreement to acquire Talecris from Cerberus Partners, L.P. and Ampersand Ventures for US$3.1 billion. This acquisition was subject to the company obtaining required regulatory approvals, including approval by the United States Fair Trade Commission (“FTC”).
The proposed acquisition was to be funded in-part through an institutional share placement that raised approximately $1.685 billion and a share placement plan that raised approximately $145 million.
On 9 June 2009, following the announcement that the FTC intended to challenge the company’s proposed acquisition of Talecris, the company announced that the company and Talecris had mutually agreed to terminate the merger agreement. On the same day, the company announced its intention to conduct an on-market buyback of up to 54,863,000 shares. Up to 30 June 2009 4,261,134 shares had been bought on market. Subsequent to year end and from 1 July until 10 July 2009, an additional 4,282,285 shares were purchased. Post 10 July and up to 19 August 2009, no further shares have been bought back.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year not otherwise disclosed in this report or in the financial statements.
9. Significant events after year end
Other than as disclosed in the financial statements, the Directors are not aware of any matter or circumstance which has arisen since the end of the financial year which has significantly affected or may significantly affect the operations of the consolidated entity, 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 expects to 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 and 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 Company to refer further to such matters.
11. Environmental Regulatory Performance
The consolidated entity maintains a global Health, Safety and Environment Management System to ensure its facilities operate to internationally recognised standards. These standards include strict compliance with Government regulations and a commitment to minimising the impact of operations on the environment.
The consolidated entity’s environmental obligations and waste discharge quotas are regulated under applicable Australian and foreign laws. Environmental regulatory performance is monitored by the Board and subjected from time to time to government agency audits and site inspections. Throughout the Company’s operations, environmental leadership groups continue to refine data collection systems and processes to ensure the Company is well prepared for new regulatory requirements.
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, European or Asia Pacific operations during the year ended 30 June 2009, except for two minor notifications which were submitted to applicable U.S. regulatory authorities during the reporting year. Following submission of response reports, no further action was required of CSL by the applicable regulatory authorities.
Page 3
Directors' Report
The Company’s global Health, Safety and Environment Management System ensures the consolidated entity continuously reviews its environmental responsibilities, including regulatory compliance, and seeks to continuously improve its approach to environmental management. As part of continuous improvement in environmental reporting, both regulatory and voluntary, CSL released its first Global Environmental Report during the reporting year. Reporting on key environmental issues including energy consumption, emissions, water use and management of waste, the report outlined the many ways CSL is working to maintain compliance and actively address CSL's important environmental issues through innovation, skills development and prudent investments.
Whilst it is the Company’s view that climate change does not pose any significant risks to its operations in the short to medium term, climate change continues to drive new regulatory regimes around the world. Climate change is monitored and acted upon by the Company as applicable to ensure compliance to new and emerging regulatory requirements. For example, Environment and Energy Resource Efficiency Plans submitted for Australian operations were approved by the Environmental Protection Authority (Victoria) in the reporting year, and preparatory works were assessed for completeness against reporting requirements of the Australian Government’s National Greenhouse Energy Reporting Act (2007) due by 31 October 2009.
12. Directors' Shareholdings and Interests
At the date of this report, the interests of the directors who held office at 30 June 2009 in the shares, options and performance rights of the Company are set out in Section 15 (and in Tables 7 and 10) of this Report and Note 28 of the Financial Report. It is contrary to Board policy for key management personnel to limit exposure to risk in relation to these securities. From time to time the Company Secretary makes inquiries of key management personnel as to their compliance with this policy.
13. Directors' Interests in Contracts
Section17 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 27 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 Note 27 (b) and (c) of the Financial Statements. Since the end of the financial year, 975 shares were issued under the Company’s Performance Rights Plan and 67,800 shares were issued under the SESOP II plan.
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Directors' Report
15. Remuneration Report
This remuneration report summarises the remuneration arrangements applicable to the key management personnel and the top 5 most highly remunerated officers of both the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations.
The information provided in this report has been audited as required by section 308(3C) of the Corporations Act 2001.
Key Management Personnel
For the purposes of this report, key management personnel (KMP) are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, and include:
- a. All executive and non executive directors of CSL Limited, as listed in Table 3 of this report; b. Those executives who have the authority and responsibility for planning, directing and controlling the activities of the Company and the Group.
Board and Human Resources Committee
The Board and its Human Resources Committee have various responsibilities in relation to the Group’s human resource and remuneration framework.
The full Board has responsibility for:
-
a. Determining remuneration payable to non-executive directors; b. Deciding the remuneration package of the CEO, inclusive of fixed pay and short and long term incentive components;
-
c. Reviewing and making decisions in relation to the appointment and the terms of employment of the CEO; d. Approving remuneration proposals from the Committee in relation to senior management; and
-
e. Overseeing the Group’s Senior Executive Share Ownership Plan and Global Employee Share Plan and any other employee share, option and performance right plans (including approval of the establishment of, or any amendment to, those plans), and determining the policies which will apply to the implementation of those plans.
The Board’s Human Resources Committee is responsible for approving human resources initiatives of the CSL Group generally. The Committee’s responsibilities include:
-
a. Recommending to the Board a framework or policy for employee remuneration. The policy should aim to set remuneration which:
-
i. is competitive, equitable and designed to attract and retain high quality employees;
-
ii. motivates executives to pursue the long-term growth of the CSL Group; and
-
iii.establishes a clear relationship between executives’ performance and their remuneration;
-
b. Reviewing, and recommending to the Board the design of any long term incentive and retention schemes and share ownership plans and any amendments to such schemes or plans;
-
c. Reviewing recommendations from the Managing Director on short and long term incentive and retention schemes and share ownership plans, inclusive of allocations and measurement and making recommendations to the Board;
-
d. Reviewing, approving and monitoring the implementation of the Company’s Human Resources Strategic Plan and Performance Management Systems;
-
e. Reviewing and recommending to the Board the total individual remuneration package of each member of senior management who reports to the Managing Director;
-
f. Reviewing the CSL Group’s executive management succession plan; and g. Reporting to the Board the findings and recommendations of the Committee after each meeting.
The Committee comprises three independent, non-executive directors, namely David Simpson (Chairman, effective 15 October 2008), John Akehurst and David Anstice. Ken Roberts AM was Chairman of the Committee until his retirement on 15 October 2008. Jill Lever, Senior Vice President – Human Capital, acts as the 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.
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Directors' Report
Non-Executive Directors’ Remuneration
As approved by shareholders on 17 October 2007, the Company’s constitution sets the current maximum aggregate amount of remuneration which may be paid to non-executive directors at $2,000,000. Any increases to this sum in the future are subject to shareholder approval at a general meeting.
Subject to the aggregate remuneration cap, non-executive director fees are set at levels which:
-
a. enable the Company to attract and retain suitably qualified directors with appropriate experience and expertise; and
-
b. have regard to directors’ Board responsibilities and their individual roles on Board committees.
The Board determines the fees payable to non-executive directors based on advice from professional advisors and after considering the fees payable to non-executive directors by comparable organisations. Non-executive director remuneration is not linked to the Group’s short-term financial performance and these directors are not entitled to performance based remuneration or participation in the Group’s equity incentive plans.
Table 1 below sets out non-executive director board and committee fees on a per annum basis. These fee levels became effective as of 1 July 2008.
Table 1
| Role | Board | Audit & Risk Management Committee |
Human Resources Committee |
Nomination Committee |
Securities & Market Disclosure Committee |
Innovation & Development Committee |
|---|---|---|---|---|---|---|
| Chairman Members |
470,000 180,000 |
30,000 15,000 |
20,000 10,000 |
- - |
- - |
20,000 10,000 |
The Chairperson of the Board does not receive any additional fees for committee responsibilities.
In addition to the fees detailed above, the Company’s constitution provides that the Board may approve the payment of additional amounts of remuneration to individual directors for extra services rendered from time to time. It also provides that directors be reimbursed for reasonable expenses incurred by them in the course of discharging their duties.
Non-executive directors participate in the Non-Executive Directors’ Share Plan approved by shareholders at the 2002 annual general meeting. Under this 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, twice yearly, subsequent to the announcement of the half and full year results.
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.
Table 3 shows actual fees paid to non-executive and executive directors in respect to the 2009 and 2008 financial years.
Executive Remuneration
In order to attract and retain high calibre employees, the Group aims to provide each individual executive with a market competitive remuneration package that is commensurate with their position and responsibilities and which is geared towards aligning their interests with those of shareholders. As such, executive remuneration packages include a fixed remuneration element and performance related at risk elements in the form of short term cash based and long term equity based incentives.
The proportion of an executive’s maximum remuneration potential that is performance based or at risk varies depending on the executive’s seniority level. As an executive’s seniority level increases, so does the proportion of their maximum remuneration potential that is performance related or at risk. This proportion ranges from 10% to 60% of fixed remuneration. The relative proportions of actual remuneration attributable to fixed and performance based remuneration elements in respect to each of the Group’s executive key management personnel in 2009 is set out in Table 5.
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 plan influences an executive’s actual entitlement to short-term incentives as well as executives’ ability to participate in the Group’s long-term incentive programs. Performance as measured under the performance management system is also taken into consideration in reviewing fixed remuneration.
Table 4 shows actual remuneration paid to non director executive key management personnel in respect to the 2009 and 2008 financial years.
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Directors' Report
Fixed Remuneration
Depending on the country in which the executive is employed, an executive’s fixed pay comprises “salary including benefits” or “salary plus benefits”.
Where a “salary including benefits” 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.
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
Subject to meeting or exceeding agreed objectives, short-term incentives may be awarded to executives based on their annual performance as evaluated under CSL’s performance management system.
At the commencement of each financial year each executive’s performance objectives are set. The Board approves the Managing Director’s performance objectives and ensures that they are consistent with Board approved corporate objectives, plans and budgets. Similarly, and in that context, the Managing Director sets the performance objectives of his direct reports and he reviews and approves the objectives of their staff. Performance objectives include a blend of financial, corporate and individual objectives and typically include targets in relation to contribution to earnings, the successful implementation of strategic initiatives, management of operating expenses, customer service, risk management, market share and portfolio management. These objectives have been adopted because the attainment of each is likely to directly correlate to an increase in shareholder value. Additionally each executive is expected to conduct themselves in a manner which supports and demonstrates behaviour, consistent with our Company values.
A formal review of each executive’s progress against their specific objectives is conducted twice annually, with the full year performance review of the Managing Director’s direct reports discussed and agreed to by the Board. The Board has responsibility for reviewing the Managing Director’s performance annually. Short term incentive rewards are then paid subsequent to the completion of the financial year if individual executives have met or exceeded their performance objectives.
Long-term Incentives
Long-term incentives are reserved for executives (and other employees) who have performed to a required performance level and who are regarded as being of strategic and/or operational importance to the Group. These incentives are also used in order to attract certain new employees. The Group currently offers long term incentives in the form of:
- a. Cash incentives subject to deferred settlement, the value of which is ultimately determined via reference to the Company’s future share price. Only the Managing Director has a long term incentive of this type.
In any given year, where the Managing Director’s performance generates an entitlement to a cash settled STI, it simultaneously generates an entitlement to a further cash based reward which is subject to deferred settlement. When the Managing Director is eligible to receive this particular reward, its amount is determined and payable as follows:
-
50% of the STI awarded to the Managing Director for a given financial year's performance (the 'entitlement year') is divided by the volume weighted share price during the last week of that financial year to give a number (‘A’).
-
3 years from the end of the 'entitlement year' (or earlier at the Board’s discretion), and subject to his continuing employment with the Group over the intervening period, the Managing Director is entitled to the payment of a cash amount equivalent to ‘A’ multiplied by the volume weighted share price during the last week immediately prior to the end of that 3 year period (or such earlier period as the Board may determine).
-
b. Equity rewards. Equity rewards take the form of performance rights and performance options and options issued under the Senior Executive Share Ownership Plan II (“SESOP II”). During the years ended 30 June 2008 and 2009, only performance rights and performance options were issued to eligible executives under the CSL Performance Rights Plan, as approved by shareholders at the 2003 annual general meeting. No SESOP II options were issued during the 2009 year. As set out in section 12 of this report, it is contrary to Board policy for key management personnel to limit exposure to risk in relation to performance rights and options which may be granted to them.
Performance Rights and Performance Options
In October 2008 the long-term incentive grants made to executives incorporated both performance rights and performance options. Grants of performance rights and performance options to the Executive Directors at that time were made in accordance with the resolution approved by shareholders at the 2006 Annual General Meeting. 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. The use of a higher proportion of the grant as performance options is consistent with our intent of providing a higher level of at risk remuneration, for the most senior staff in the Group, including the Managing Director and executive key management personnel.
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Directors' Report
Performance rights and performance options are subject to different quantitative performance hurdles. The use of two types of quantitative performance hurdles aligns long term incentive rewards more closely with corporate performance, increases the market competitiveness of remuneration packages and facilitates the attraction and retention of high calibre executives. In addition, the vesting of performance rights and options is also contingent on a qualitative hurdle which requires executives to obtain a satisfactory (or equivalent) rating under the Company’s performance management system for the financial year prior to vesting of the performance rights and performance options.
Performance rights and performance options which vest may be exercised any time between their vesting date and their expiry date. Any vested but unexercised performance rights and options expire seven years from the date of their initial grant. Current offers provide for a portion to become exercisable, subject to satisfying the relevant performance hurdles, after the second anniversary of the date of grant. Full vesting does not occur until four years post grant date. If the portion tested at the applicable anniversary meets the relevant performance hurdle, then those particular rights and options vest and become exercisable until the expiry date. If the portion tested fails to meet the performance hurdles then those particular rights and options may be carried over to the next anniversary and retested. Any performance rights and options that have not vested on the fifth anniversary of their initial grant date lapse.
Performance rights
Performance rights are issued for nil cash consideration and represent the right to subscribe for one share for nil consideration. The number of performance rights granted, reflects an executive’s seniority, job value and location and the relevant market conditions in each region of the world in which CSL recruits 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). Relative TSR was chosen as the LTI performance hurdle, as it provides an alignment between comparative shareholder return and potential reward for staff. The peer group for the October 2008 performance rights allocation was established on 1 October 2008, which was also the date of grant. Each performance right grant is split into three tranches, each with a different vesting period. Tranche 1 (25% of total grant), Tranche 2 (35% of total grant) and Tranche 3 (40% of total grant) have vesting periods of 2, 3 and 4 years, respectively, from date of grant. Vesting of performance rights at the end of the relevant vesting period occurs if the Company’s TSR ranking is at or above the 50[th] percentile on the relevant test date. Subject to performance hurdles being met over applicable vesting periods, each vested performance right entitles an eligible executive to an ordinary share in the Company for nil cash consideration. The performance hurdle for performance rights issued prior to October 2006 is such 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, with 100% of rights vesting if the 75[th] percentile is reached.
Performance options
Performance options are issued for nil cash 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.
Performance options have a basic earnings per share (EPS) performance hurdle. The 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. The Board considers that an EPS hurdle is appropriate since a key approved corporate objective is the pursuit of sustainable earnings growth.
Each grant of performance options is split into three tranches with different vesting periods, mirroring the arrangements detailed above with respect to performance options. Vesting of performance options is subject to the EPS performance hurdle being met over applicable vesting periods. When a performance option vests, it entitles the eligible executives to purchase an ordinary share in the Company at the exercise price applicable to the option tranche.
The Company does not provide loans to fund the exercise of performance options.
Changes to Performance Rights Plan
The Performance Rights Plan is an integral feature of the Company’s remuneration philosophy. It is aimed at delivering outcomes that serve CSL’s needs to operate its global businesses successfully by attracting and retaining high calibre employees and motivating them to pursue ongoing growth of the business, thus aligning their interests with those of shareholders. Consistent with this objective, CSL is committed to providing performance related at risk remuneration incentives in the form of Performance Rights and Performance Options. However, following a recent review of the Performance Rights Plan and arising from a compatibility test with trends in current market practice, it has been decided that any grants made on or after 1 January 2010 will be subject to modified provisions as follows:
-
a. Provided that relevant individual and CSL Group performance hurdles are met, vesting of 50% of Performance Rights and Performance Options granted will occur after the third anniversary with the remaining 50% vesting after the fourth anniversary of the date of grant;
-
b. Each tranche of performance rights and performance options will have only one retest opportunity, namely, if the first tranche of 50% does not vest after the third anniversary, it will be retested at the fourth anniversary and the second tranche of 50%, eligible for initial vesting at the fourth anniversary will be retested after the fifth anniversary of the date of grant; and
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Directors' Report
c. The performance hurdle will be revised in respect of performance rights so that 50% of performance rights vest when CSL reaches the 50th percentile of a ranked group of comparator companies on Total Shareholder Return, with the balance vesting on a straight line basis between the 50th and 75th percentile, where 100% of rights vest.
Alongside these agreed changes the Board intends to review the Company’s Performance Rights Plan in the light of outcomes from various Australian government reviews as yet incomplete and alongside the need to retain competitive remuneration practices in the 18 countries in which our executive employees are operating.
SESOP II
Prior to the introduction of performance rights and performance options, the Senior Executive Share Ownership Plan II (“SESOP II”) had been used for the purpose of delivering long-term incentives. All SESOP II options which were capable of vesting have vested and there have been no SESOP II options granted since the 2003 financial year.
Under the rules of SESOP II, participants could be provided with a loan to fund the exercise of the options as at the date of exercise. 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%) is charged on loans where provided. The SESOP II loan terms provide that the Company can seek immediate 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.
Certain KMP have outstanding SESOP II loans as at 30 June 2008 and 2009, respectively. The difference between interest calculated at market rates versus that which is calculated pursuant to the terms above is included in the relevant KMP’s remuneration as a non monetary benefit.
Total amount of equity issued to employees
As at 30 June 2009 the total number of shares, performance rights and options issued under all Company equity plans was 5,349,182 representing 0.89% of the total number of issued shares.
Relationship between Company performance and executive remuneration
The Company’s remuneration framework aims to incentivise executives towards creating shareholder value. The creation of shareholder value in recent years is evidenced by increases in earnings per share (EPS). The Company’s EPS performance is displayed graphically below:
==> picture [318 x 163] intentionally omitted <==
----- Start of picture text -----
CSL Limited - Basic earnings per share (cents)
200
180
160
140
120
100
80
60
40
20
0
2004 2005 2006 2007 2008 2009
----- End of picture text -----*
*In certain years, the earnings per share used for performance management purposes has been adjusted to exclude the profit and loss impact attributable to significant events or transactions.
The generation of an increasing level of EPS and shareholder value over the 6 years to 30 June 2009, has meant performance objectives which are linked to financial results have been met (or exceeded) and accordingly over that timeframe the component of each executive’s short term incentive that is linked to the consolidated group’s financial result has been payable.
Similarly, long term equity rewards in the form of options and rights that have had testing dates within this 6 year timeframe have been found to have exceeded relevant performance hurdles and accordingly have vested.
Table 2 below illustrates the Group’s annual compound growth in basic earnings per share (EPS) in respect to performance options granted in 2006, 2007 and 2008 respectively. The compound growth rate applicable to Tranche 1 of the 2006 performance options grant exceeded the 10% hurdle over their 2 year vesting period and accordingly those performance options vested in October 2008. Based on the growth rates below, it appears likely that Tranche 2 of the 2006 performance option grant and Tranche 1 of the 2007 performance option grant will each vest in October 2009.
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Directors' Report
Table 2- Annual compound growth of EPS
| Year of grant | Compound EPS growth to the end of | Compound EPS growth to the end of | the financial year |
|---|---|---|---|
| 2007 | 2008 | 2009 | |
| 2006 | 53% | 41% | 41% |
| 2007 | 30% | 35% | |
| 2008 | 41% |
Since October 2003, the Company has provided long-term incentives using performance rights which have a total shareholder return (TSR) hurdle. On 30 September 2008 (test date), the vesting period of the performance rights granted on 7 June 2005 and 2 October 2006 (Tranche 1) concluded and an assessment was undertaken to determine whether the TSR hurdle had been met or exceeded between the grant and test dates applicable to each grant. An external, independent party calculated that the respective TSR from the date of each grant and up until the test date. The TSR in respect of the 7 June 2005 grant was 301.29%, ranking the Company at the top of the comparator group. The TSR in respect to tranche 1 of the performance rights granted on 2 October 2006 was 110.6%, also ranking the Company at the top of the comparator group. Accordingly, as the TSR performance hurdle was exceeded in each instance, each issue of performance rights vested, thereby entitling eligible executives to an ordinary share per vested right for nil consideration.
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 individual service contracts. 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 Group’s general practice that employment contracts for executives do not have a fixed term.
It is the Group’s policy that employment contracts for executives contain provisions for termination with notice or payment in lieu thereof. Accordingly, each executive key management person is entitled to 6 months notice on termination or to the payment of 6 months salary in lieu of notice. They are also entitled to 12 months of salary (excluding non cash benefits) on termination, irrespective of the notice period given. Each individual is required to give the Group 6 months notice if they intend to resign from their role. An executive’s employment may also be terminated by the Group without notice and, without payment in lieu, for serious misconduct and breach of contract.
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Directors' Report
Table 3 - Directors’ Remuneration
| Directors | Year | Short term benefits | Short term benefits | Short term benefits | Post employment | Post employment | Other long term | Other long term | Equity | Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash salary and fees1 $ |
Cash bonus $ |
Non- monetary benefits $ |
Super- annuation $ |
Retirement benefits $ |
Long service leave $ |
Deferred cash incentives $ |
Performance rights2 $ |
Performance options2 $ |
Total $ |
||
| Executive Directors | |||||||||||
| Dr B A McNamee Managing Director |
2009 2008 |
2,165,780 2,048,741 |
1,120,000 1,167,645 |
- - |
100,000 100,000 |
- - |
124,439 193,565 |
560,000 583,822 |
1,187,280 1,059,728 |
816,823 561,291 |
6,074,322 5,714,792 |
| A M Cipa Finance Director |
2009 2008 |
785,393 841,851 |
367,356 333,960 |
- 212 |
66,458 64,266 |
- - |
52,502 60,480 |
- - |
468,611 407,137 |
326,222 209,538 |
2,066,542 1,917,444 |
| Non-executive Directors | |||||||||||
| E A Alexander Chairman |
2009 2008 |
431,193 376,147 |
- - |
- - |
38,807 33,853 |
- - |
- - |
- - |
- - |
- - |
470,000 410,000 |
| J H Akehurst Non-executive director |
2009 2008 |
175,138 161,376 |
- - |
- - |
15,762 14,299 |
- - |
- - |
- - |
- - |
- - |
190,900 175,675 |
| I A Renard Non-executive director |
2009 2008 |
186,388 166,376 |
- - |
- - |
16,775 14,636 |
- - |
- - |
- - |
- - |
- - |
203,163 181,012 |
| M A Renshaw Non-executive director |
2009 2008 |
185,137 163,876 |
- - |
- - |
16,662 14,524 |
- - |
- - |
- - |
- - |
- - |
201,799 178,400 |
| K J Roberts3 Non-executive director |
2009 2008 |
52,836 171,376 |
- - |
- - |
27,046 14,974 |
263,725 - |
- - |
- - |
- - |
- - |
343,607 186,350 |
| Professor J Shine Non-executive director |
2009 2008 |
175,138 163,876 |
- - |
- - |
15,762 14,524 |
- - |
- - |
- - |
- - |
- - |
190,900 178,400 |
| D J Simpson Non-executive director |
2009 2008 |
203,888 183,876 |
- - |
- - |
18,350 15,874 |
- - |
- - |
- - |
- - |
- - |
222,238 199,750 |
| D W Anstice4 Non-executive director |
2009 | 149,281 | - | - | 13,735 | - | - | - | - | - | 163,016 |
| Total of all Directors5, 6 | 2009 2008 |
4,510,172 4,277,495 |
1,487,356 1,501,605 |
- 212 |
329,357 286,950 |
263,725 - |
176,941 254,045 |
560,000 583,822 |
1,655,891 1,466,865 |
1,143,045 770,829 |
10,126,487 9,141,823 |
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Directors' Report
Directors’ Remuneration (continued)
1 As disclosed in 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. The value of this remuneration element is included in cash, salary and fees.
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 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.
3 Mr K J Roberts retired from the office of Director on 15 October 2008. Accordingly, his 2009 remuneration is referrable from 1 July 2008 until 15 October 2008.
4 Mr D W Anstice was appointed Director on 2 September 2008 and his remuneration is referrable for services rendered from that date until 30 June 2009.
5There were no termination benefits paid to key management personnel listed in Table 3 during the years ended 30 June 2008 or 2009. During the 2009 financial year, Mr KJ Roberts received a retirement benefit of the type disclosed in the section titled “Non Executive Director Remuneration”.
6 All non executive and executive directors are considered to be key management personnel.
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Directors' Report
Table 4 – Non director executive key management personnel and other executive remuneration
| Executive | Year | Short term benefits | Short term benefits | Short term benefits | Post employment | Post employment | Other | Other Long Term | Other Long Term | Equity | Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash salary and fees1 $ |
Cash Bonus1 $ |
Non- Monetary Benefits1 $ |
Super- annuation1 $ |
Retirement Benefits $ |
Termination benefits $ |
Long Service Leave $ |
Deferred cash incentives $ |
Performance right2 $ |
Performance options2 $ |
Total $ |
||
| Key Management Personnel | ||||||||||||
| P Turner President, CSL Behring |
2009 2008 |
1,342,671 934,728 |
646,324 500,151 |
14,217 12,344 |
245,512 276,999 |
- - |
- - |
129,470 111,513 |
- - |
447,966 395,443 |
326,222 209,538 |
3,152,382 2,440,716 |
| A Cuthbertson Chief Scientific Officer |
2009 2008 |
558,585 500,755 |
183,206 142,684 |
10,298 36,396 |
47,659 41,720 |
- - |
- - |
24,239 14,300 |
- - |
248,206 220,931 |
180,312 120,812 |
1,252,505 1,077,598 |
| P Turvey3 Company Secretary and General Counsel |
2009 2008 |
305,034 538,764 |
97,550 245,410 |
1,304 10,309 |
68,260 250,152 |
- - |
- - |
20,006 39,723 |
- | 70,069 149,392 |
45,762 91,454 |
607,985 1,325,204 |
| M Sontrop GM, CSL Biotherapies Australia & New Zealand |
2009 2008 |
391,765 370,653 |
154,875 160,908 |
- 21,719 |
109,892 127,746 |
- - |
- - |
26,237 23,055 |
- - |
137,592 100,877 |
142,067 82,501 |
962,428 887,459 |
| J Davies4 GM, CSL Bioplasma, Asia Pacific |
2009 2008 |
344,284 100,841 |
137,700 43,746 |
- 1,880 |
93,364 2,930 |
- - |
- - |
25,000 16,541 |
- - |
114,210 24,870 |
140,301 25,524 |
854,859 216,332 |
| A von Bibra5 GM, Human Resources |
2009 2008 |
76,310 334,247 |
- 74,000 |
- 1,369 |
16,929 28,994 |
- - |
521,285 - |
13,796 8,540 |
- - |
- 67,160 |
- 70,013 |
628,320 584,323 |
| E Bailey6 Company Secretary |
2009 | 160,255 | 43,400 | 3,782 | 12,798 | - | - | 18,269 | - | 15,185 | 11,654 | 265,343 |
| G Boss6 Group General Counsel |
2009 | 217,978 | 101,826 | 11,706 | 12,372 | - | - | - | 53,225 | 60,630 | 457,737 | |
| J Lever7 Senior VP, Human Capital |
2009 | 27,996 | - | - | 2,339 | - | - | 650 | - | - | - | 30,985 |
| T Giarla8 President, Bioplasma Asia Pacific |
2008 | 244,755 | 210,974 | 86,324 | 27,881 | 3,187 | - | - | - | 79,667 | 51,413 | 704,201 |
| C Armit President, CSL Biotherapies |
2008 | 105,246 | - | - | 18,462 | - | - | - | - | - | - | 123,708 |
| Total KMP remuneration | 2009 | 3,424,878 | 1,364,881 | 41,307 | 609,125 | - | 521,285 | 257,667 | - | 1,086,453 | 906,948 | 8,212,544 |
| 2008 | 3,129,989 | 1,377,873 | 170,341 | 774,884 | 3,187 | - | 213,672 | - | 1,038,340 | 651,255 | 7,359,541 | |
| Other Executives9 | ||||||||||||
| P Perreault Executive VP, Commercial Operations |
2009 | 549,471 | 267,801 | 45,571 | 26,789 | - | - | - | - | 203,586 | 190,199 | 1,283,417 |
| G Naylor Executive VP, Plasma/Supply Chain |
2009 | 542,389 | 263,418 | 23,412 | 21,625 | - | - | 19,238 | - | 133,804 | 150,935 | 1,154,821 |
Page 13
Directors' Report
1 Cash salary and fees, cash bonuses and superannuation paid in foreign currency in respect to executives based overseas have been converted to Australian dollars at an average exchange rate for the year. Both the amount of remuneration and any movement in comparison to prior years may be influenced by changes in the respective currency exchange rates. Mr P Turner, Mr G Boss, Mr P Perreault and Mr G Naylor are all based in the United States and accordingly elements of their total remuneration are impacted by the AUD/USD exchange rate. All other executives listed in Table 4 are based in Australia and their remuneration is denominated in Australian dollars.
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 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 Mr P Turvey resigned as Company Secretary on 31 December 2008. Accordingly Mr Turvey’s 2009 remuneration reflects amounts paid to him from 1 July 2008 until his date of resignation.
4 Mr J Davies became a key management person on 1 March 2008 and therefore remuneration disclosed for 2008 purposes reflects amounts paid or payable to Mr Davies from that date until 30 June 2008.
5 Ms A von Bibra ceased to be a key management person upon leaving the Company on 31 December 2008. Accordingly, Ms von Bibra’s 2009 remuneration reflects amounts paid to her from 1 July 2008 until 31 December 2008.
6 Mr E Bailey became a key management person on 1 January 2009 when he was appointed as Company Secretary. Similarly, Mr G Boss became a key management person on I January 2009 when he became Group General Counsel. Accordingly, their respective 2009 remuneration amounts as disclosed above reflect amounts paid or payable to them from the date on which each became a key management person until 30 June 2009.
7 Ms J Lever became a key management person on 1 June 2009. Accordingly, Ms Lever’s remuneration reflects amounts paid to her from 1 June 2009 to 30 June 2009.
8 Mr T Giarla ceased to be a key management person effective 30 June 2008. Mr T Giarla was previously on an international assignment contract. Mr Giarla repatriated to the USA in February 2008, and was retained in a part time advisor capacity until December 2008. Consistent with the terms of his contract at the conclusion of Mr Giarla’s advisory role he received a termination payment consisting of 1 year base salary, health benefits for two years after termination date and US$32,000 as compensation for other ongoing benefits. These amounts did not enter into the calculation of Mr Giarla’s remuneration for the 2008 financial year, as disclosed above, and are not included in 2009 remuneration amounts as Mr Giarla was not a key management person during the 2009 financial year.
9 Mr P Perreault’s and Mr G Naylor’s 2009 remuneration has been disclosed pursuant to the requirements of section 300A(1) of the Corporations Act 2001, as each received remuneration in 2009 which placed them amongst the Group’s 5 most highly remunerated executives in that year. Mr P Perrault and Mr G Naylor are not KMP in the context of AASB 124 Related Party Disclosures .
Page 14
Directors' Report
Executive Key Management Personnel Fixed and Performance Remuneration Components
Table 5 – Executive key management personnel remuneration components in the 2009 financial year
| 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 Bonuses2 |
Equity Based | Total | ||||
| Performance rights |
Performance options |
|||||
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra J Lever |
39% 44% 55% 51% 65% 74% 53% 55% 54% 100% 100% |
28% 18% 21% 15% 16% 16% 22% 16% 16% - - |
20% 22% 14% 20% 11% 6% 12% 14% 13% - - |
13% 16% 10% 14% 8% 4% 13% 15% 17% - - |
61% 56% 45% 49% 35% 26% 47% 45% 46% - - |
100% 100% 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” of this report and comprises cash salary, superannuation and non monetary benefits.
As stated under the “Fixed Remuneration” section of this report, any recommendations concerning senior executive fixed remuneration levels are significantly influenced by the executive’s performance as assessed under the CSL Group’s performance management system.
2Cash based bonuses include amounts awarded which are due and payable shortly after the conclusion of the financial year as well as that component of Dr McNamee’s entitlement which is subject to deferred settlement terms.
Page 15
Directors' Report
Table 6 - Executive key management personnel performance remuneration components in the 2009 financial year
| Key management person | Cash incentives 1 | Cash incentives 1 | Accounting Values being amortised in respect of the 2009 equity grants in future years2 |
Accounting Values being amortised in respect of the 2009 equity grants in future years2 |
Accounting Values being amortised in respect of the 2009 equity grants in future years2 |
Accounting Values being amortised in respect of the 2009 equity grants in future years2 |
Remuneration consisting of options & rights |
Grant date value of options & rights granted during 2008/09 |
Value of options & rights exercised during 2008/09 at exercise date 3 |
|---|---|---|---|---|---|---|---|---|---|
| Percentage Awarded1 |
Percentage Not Awarded1 |
2010 $ |
2011 $ |
2012 $ |
2013 $ |
% |
$ | $ | |
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra |
80.0% 80.0% 95.0% 75.0% 75.0% 70.0% 100.0% 87.5% 85.0% - |
20.0% 20.0% 5.0% 25.0% 25.0% 30.0% - 12.5% 15.0% - |
582,369 262,178 - 262,178 130,996 - 20,745 116,988 143,113 143,113 - |
421,721 189,856 - 189,856 94,860 - 14,986 84,717 103,636 103,636 - |
219,391 98,769 - 98,769 49,349 - 7,769 44,072 53,916 53,916 - |
42,555 19,158 - 19,158 9,572 - 1,505 8,549 10,458 10,458 - |
33% 38% 24% 34% 19% 10% 25% 29% 32% - |
1,700,022 765,337 765,337 382,396 - 60,465 341,506 417,771 417,771 - |
6,478,500 - 3,488,560 1,733,293 1,179,150 610,762 778,537 1,353,831 - 721,857 |
| J Lever4 | - | - | - | - | - | - | - | - | - |
1 Cash incentives awarded and not awarded relate to the period ended 30 June 2009 only. All cash incentive amounts are payable in full shortly after the conclusion of the 30 June 2009 financial year with the exception of that component of Dr McNamee’s cash incentive that is subject to deferred settlement. The percentage awarded and not awarded in respect to Dr McNamee’s cash paid incentive components (comprising an amount paid shortly after the conclusion of the financial year and an amount subject to deferred settlement terms) are the same.
The extent to which an individual executive meets and exceeds their annual performance objectives determines the level of award received. To be awarded 100% of an executive’s potential short-term incentive, the executive is required to have exceeded all performance objectives.
2 The value of performance rights and performance options is determined at grant date and is then amortised over the applicable vesting period. The amount which will be included in a given executive’s remuneration for a given year is consistent with this amortisation amount.
3 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) multiplied by the number of options/rights exercised during 2009.
4 Ms J Lever commenced employment on 1 June 2009 and was therefore not eligible to participate in the 2009 short term incentive program.
Page 16
Directors' Report
Executive Key Management Personnel
Options and Rights Holdings
Table 7 – Key management personnel performance right holdings
| Key management person |
Balance at 1 July 2008 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2009 |
Number Vested during the year |
Balance at 30 June 2009 | Balance at 30 June 2009 |
|---|---|---|---|---|---|---|---|---|
| Vested and exercisable |
Unvested | |||||||
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra J Lever |
513,480 176,340 114,990 57,870 42,270 9,840 21,690 31,830 20,010 18,360 - |
21,600 9,720 9,720 4,860 - 960 4,340 5,300 5,300 - - |
210,000 - 92,940 45,150 32,625 - 14,445 23,625 - 11,280 - |
- - - - - - - - - 7,080 - |
325,080 186,060 31,770 17,580 9,645 10,800 11,585 13,505 25,310 - - |
244,230 94,290 92,940 45,150 32,625 3,180 14,445 23,625 11,925 11,280 - |
||
| 244,230 | 80,850 | |||||||
| 154,290 | 31,770 | |||||||
| - | 31,770 | |||||||
| - | 17,580 | |||||||
| - | 9,645 | |||||||
| 7,380 | 3,420 | |||||||
| - | 11,585 | |||||||
| - | 13,505 | |||||||
| 11,925 | 13,385 | |||||||
| - | - | |||||||
| - | - | |||||||
| Total | 1,006,680 | 61,800 | 430,065 | 7,080 | 631,335 | 573,690 | 417,825 | 213,510 |
The number of ordinary shares issued on exercise of performance rights is equivalent to the number of performance rights exercised. No amounts are payable on exercise of performance rights.
Table 8 - The terms and conditions of the performance rights granted to key management personnel (amongst others) in the 2008 and 2009 financial years
| Terms and Conditions for Performance right grants during 2008 and 2009 | ||||
| Grant Date | Tranche | Value per Right at Grant Date |
First Exercise Date | Last Exercise Date |
| 1 October 2007 1 October 2007 1 October 2007 1 October 2008 1 October 2008 1 October 2008 |
1 2 3 1 2 3 |
28.65 26.78 25.20 33.30 31.72 30.15 |
1 October 2009 1 October 2010 1 October 2011 30 September 2010 30 September 2011 30 September 2012 |
1 October 2014 1 October 2014 1 October 2014 30 September 2013 30 September 2013 30 September 2013 |
Page 17
Directors' Report
Table 9 - Shares issued to key management personnel on exercise of performance rights during the 2009 financial year
| Executive | Date Performance Rights Granted |
Number of shares issued |
|---|---|---|
| B A Mc Namee | 26 October 2003 | 90,000 |
| 30 March 2004 | 120,000 | |
| P Turner | 7 June 2005 | 52,950 |
| 20 December 2005 | 35,700 | |
| 2 October 2006 | 4,290 | |
| A Cuthbertson | 7 June 2005 | 15,750 |
| 20 December 2005 | 27,000 | |
| 2 October 2006 | 2,400 | |
| P Turvey | 7 June 2005 | 18,750 |
| 20 December 2005 | 12,000 | |
| 2 October 2006 | 1,875 | |
| G Boss | 7 June 2005 | 13,050 |
| 2 October 2006 | 1,395 | |
| M Sontrop | 7 June 2005 | 22,050 |
| 2 October 2006 | 1,575 | |
| A von Bibra | 7 June 2005 | 9,900 |
| 2 October 2006 | 1,380 |
No amount is payable on exercise of performance rights. One ordinary share is issued on the exercise of each performance right.
Options and Rights Holdings
Table 10 - Key management personnel option holdings
| Key management person |
Balance at 1 July 2008 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2009 |
Number Vested during the year |
Balance at 30 June 2009 | Balance at 30 June 2009 |
|---|---|---|---|---|---|---|---|---|
| Vested and exercisable |
Unvested | |||||||
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra J Lever |
236,400 87,840 87,840 50,280 38,340 25,140 38,460 47,520 32,100 36,240 - |
74,880 33,720 33,720 16,840 - 2,220 15,040 18,420 18,420 - - |
- - 14,535 8,130 - 18,600 9,600 15,000 - 12,600 - |
- - - - - - - - - 23,640 - |
311,280 121,560 107,025 58,990 38,340 8,760 43,900 50,940 50,520 - - |
39,690 14,535 14,535 8,130 6,345 1,080 4,740 5,310 5,310 4,680 - |
||
| 39,690 | 271,590 | |||||||
| 14,535 | 107,025 | |||||||
| 0 | ||||||||
| - | 107,025 | |||||||
| - | 58,990 | |||||||
| 6,345 | 31,995 | |||||||
| 1,080 | 7,680 | |||||||
| 4,740 | 39,160 | |||||||
| 5,310 | 45,630 | |||||||
| 5,310 | 45,210 | |||||||
| - | - | |||||||
| - | - | |||||||
| **Total ** | 680,160 | 213,260 | 78,465 | 23,640 | 791,315 | 104,355 | 77,010 | 714,305 |
Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 and 2009 financial years
| Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 an financial years |
Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 an financial years |
Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 an financial years |
Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 an financial years |
Table 11- terms and conditions of the options granted to key management personnel (amongst others) during the 2008 an financial years |
|---|---|---|---|---|
| **Terms and Conditions ** | for Options grant during 2008 and 2009 | |||
| Grant Date | Tranche | Value per Option at Grant Date |
First Exercise Date | Last Exercise Date |
| 1 October 2007 1 October 2007 1 October 2007 1 October 2008 1 October 2008 1 October 2008 |
1 2 3 1 2 3 |
12.06 12.33 12.59 13.31 13.58 13.85 |
1 October 2009 1 October 2010 1 October 2011 30 September 2010 30 September 2011 30 September 2012 |
1 October 2014 1 October 2014 1 October 2014 30 September 2013 30 September 2013 30 September 2013 |
Page 18
Directors' Report
Table 12 – Shares issued on exercise of options during the 2009 financial year
| Executive | Date Options Granted | Number of shares issued |
$ amount paid per share |
$ amount unpaid per share |
|---|---|---|---|---|
| P Turner | 2 October 2006 | 14,535 | 17.48 | - |
| A Cuthbertson | 2 October 2006 | 8,130 | 17.48 | - |
| A von Bibra | 2 October 2006 | 4,680 | 17.48 | - |
| A von Bibra | 1 July2003 | 7,920 | 4.06 | - |
| E Bailey | 1 July2003 | 18,600 | 4.06 | - |
| G Boss | 1 July2003 | 9,600 | 4.06 | - |
| M Sontrop | 1 July2003 | 15,000 | 4.06 | - |
One ordinary share is issued on the exercise of each option.
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 Group has a number of contractual relationships, including property leases and collaborative research arrangements, with the University of Melbourne of which Mr Ian Renard was the Chancellor until 10 January 2009 and of which 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 ; 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.
Page 19
Directors' Report
The Company paid insurance premiums of $780,334 in respect of a contract insuring each individual director of the Company and each full time executive officer, director and secretary of the Company and its controlled entities, against certain liabilities and expenses (including liability for certain legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law.
18. Auditor independence and non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the consolidated entity are important.
Details of the amounts paid or payable to the entity’s auditor, Ernst & Young for non-audit services provided during the year are set out below. The directors, in accordance with the advice received from the Audit and Risk Management Committee, are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of 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; and
-
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 in respect to the year ended 30 June 2009:
| $ | |
|---|---|
| Due diligence and completion audits | 21,481 |
| Compliance and other services | 222,554 |
| Total fee paid for non-audit services | 244,035 |
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
19 August 2009
Page 20
==> picture [110 x 61] intentionally omitted <==
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 2009, 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
19 August 2009
Liability limited by a scheme approved under Professional Standards Legislation
Page 21
CSL Limited Income Statements
for the year ended 30 June 2009
| Consolidated Group | Consolidated Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| Notes | $000 | $000 | $000 | $000 | |
| Continuing operations | |||||
| Sales revenue | 3 | 4,622,387 | 3,556,662 | 569,212 | 553,674 |
| Cost of sales | (2,399,720) | (1,928,683) | (402,453) | (362,355) |
|
| Gross profit | 2,222,667 | 1,627,979 | 166,759 | 191,319 |
|
| Other revenues | 3 | 247,666 | 237,630 | 510,411 | 524,150 |
| Other income | 3 | 169,352 | 9,080 | 9,274 | 4,526 |
| Research and development expenses | (311,615) | (225,121) | (175,614) | (124,233) |
|
| Selling and marketing expenses | (489,150) | (396,100) | (69,448) | (74,738) |
|
| General and administration expenses | 3(i) | (407,264) | (251,648) | (36,006) | (53,649) |
| Finance costs | 3 | (61,909) | (49,796) | - | (437) |
| Profit before income tax expense | 1,369,747 | 952,024 | 405,376 | 466,938 |
|
| Income tax (expense) / benefit | 4 | (223,815) | (250,222) | 7,819 | (33,111) |
| Profit attributable to members of the parent company | 22 | 1,145,932 | 701,802 | 413,195 | 433,827 |
| Earnings per share | 5 | Cents | Cents | ||
| Basic earnings per share | 192.51 | 127.58 | |||
| Diluted earnings per share | 191.74 | 126.85 |
The above income statements should be read in conjunction with the accompanying notes.
1
CSL Limited Balance Sheets As at 30 June 2009
| Consolidated Group | Consolidated Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
||
| Notes | $000 | $000 | $000 | $000 |
|
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 6 | 2,528,097 | 701,590 | - | - |
| Trade and other receivables | 7 | 885,884 | 709,390 | 2,900,012 | 671,824 |
| Inventories | 8 | 1,522,039 | 1,198,133 | 90,108 | 77,453 |
| Current tax assets | 16 | 12,174 | - | 58,161 | 40,136 |
| Other financial assets | 9 | 854 | 1,513 | - | - |
| Total Current Assets | 4,949,048 | 2,610,626 | 3,048,281 | 789,413 |
|
| NON-CURRENT ASSETS | |||||
| Trade and other receivables | 7 | 10,225 | 8,160 | 6,408 | 4,832 |
| Other financial assets | 9 | 8,397 | 8,442 | 1,348,974 | 1,340,144 |
| Property, plant and equipment | 10 | 1,197,502 | 975,936 | 379,849 | 348,242 |
| Deferred tax assets | 11 | 227,096 | 173,238 | 12,384 | - |
| Intangible assets | 12 | 974,547 | 910,510 | - | - |
| Retirement benefit assets | 13 | - | 8,052 | - | 3,518 |
| Total Non-Current Assets | 2,417,767 | 2,084,338 | 1,747,615 | 1,696,736 |
|
| TOTAL ASSETS | 7,366,815 | 4,694,964 | 4,795,896 | 2,486,149 |
|
| CURRENT LIABILITIES | |||||
| Trade and other payables | 14 | 663,818 | 444,723 | 1,149,211 | 684,820 |
| Interest-bearing liabilities and borrowings | 15 | 332,358 | 128,052 | 55,055 | 5,789 |
| Current tax liabilities | 16 | 101,173 | 123,018 | - | 54,157 |
| Provisions | 17 | 126,959 | 139,525 | 31,797 | 30,328 |
| Deferred government grants | 18 | 469 | 469 | 469 | 469 |
| Derivative financial instruments | 19 | 873 | 167 | - | - |
| Total Current Liabilities | 1,225,650 | 835,954 | 1,236,532 | 775,563 |
|
| NON-CURRENT LIABILITIES | |||||
| Interest-bearing liabilities and borrowings | 15 | 385,420 | 825,134 | - | - |
| Deferred tax liabilities | 11 | 108,062 | 93,677 | - | 593 |
| Provisions | 17 | 38,811 | 41,553 | 6,573 | 6,687 |
| Deferred government grants | 18 | 12,083 | 6,950 | 12,083 | 6,950 |
| Retirement benefit liabilities | 13 | 133,894 | 85,571 | 2,772 | - |
| Total Non-Current Liabilities | 678,270 | 1,052,885 | 21,428 | 14,230 |
|
| TOTAL LIABILITIES | 1,903,920 | 1,888,839 | 1,257,960 | 789,793 |
|
| NET ASSETS | 5,462,895 | 2,806,125 | 3,537,936 | 1,696,356 |
|
| EQUITY | |||||
| Contributed equity | 20 | 2,760,207 | 1,034,337 | 2,760,207 | 1,034,337 |
| Reserves | 21 | 15,198 | (134,299) | 55,565 | 27,823 |
| Retained earnings | 22 | 2,687,490 | 1,906,087 | 722,164 | 634,196 |
| TOTAL EQUITY | 24 | 5,462,895 | 2,806,125 | 3,537,936 | 1,696,356 |
The above balance sheets should be read in conjunction with the accompanying notes.
2
CSL Limited
Statements of Recognised Income and Expense for the year ended 30 June 2009
| Consolidated | Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
||
| Notes | $000 | $000 | $000 | $000 |
|
| Profit for the year | 1,145,932 | 701,802 | 413,195 | 433,827 |
|
| Exchange differences on translation of foreign operations, net of hedges |
21 | 121,011 | 51,894 |
- | - |
| Gains/(losses) on available-for-sale financial assets, net of tax |
21 | - | (2,957) | - | (2,957) |
| Actuarial gains/(losses) on defined benefit plans, net of tax | 22 | (45,037) | (3,534) | (5,734) | (2,973) |
| Net income/(expense) recognised directly in equity | 75,974 | 45,403 | (5,734) | (5,930) |
|
| Total recognised income and expense for the year attributable to equity holders |
24 | 1,221,906 | 747,205 | 407,461 | 427,897 |
The above statements of recognised income and expense should be read in conjunction with the accompanying notes.
3
CSL Limited Cash Flow Statements
for the year ended 30 June 2009
| Consolidated Group Parent Company |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Cash flows from Operating Activities Receipts from customers 4,756,195 3,648,044 384,296 373,671 Payments to suppliers and employees (3,440,962) (2,709,521) (280,773) (202,227) Cash generated from operations 1,315,233 938,523 103,523 171,444 Income taxes paid (294,150) (237,859) (63,953) (26,417) Interest received 66,198 33,574 2,510 1,943 Finance costs paid (62,457) (44,982)- (5) |
|
| Cash generated from operations 1,315,233 938,523 103,523 171,444 Income taxes paid (294,150) (237,859) (63,953) (26,417) Interest received 66,198 33,574 2,510 1,943 Finance costs paid (62,457) (44,982)- (5) |
|
| Net | cash inflow from operating activities 25 1,024,824 689,256 42,080 146,965 |
| Cash flows from Investing Activities Proceeds from sale of property, plant and equipment 1,411 845 - - Dividends received - - 4,346 857 Trust distribution received - 7,325 - 7,325 Payments for property, plant and equipment (285,611) (218,086) (70,975) (62,102) Payments for other investments - (42)- (42) Payments for intellectual property (32,292) (26,578)- - Payments for restructuring of acquired entities and businesses - (186)- - Payments for onerous contracts - (2,399)- - Payments related to discontinued acquisition activities (133,037) - - - |
|
| Net cash outflow from investing activities (449,529) (239,121) (66,629) (53,962) |
|
| Cash flows from Financing Activities Proceeds from issue of shares 1,859,903 13,099 1,859,903 13,099 Dividends paid 23 (319,492) (227,431) (319,492) (227,431) Advances (to)/from subsidiaries - - (1,510,187) 174,263 Repayment of borrowings (397,340) (36,858)- - Payment for shares bought back (54,941) - (54,941) - Receipts/(payment) for settlement of finance hedges (34,004) 26,080 - - |
|
| Net cash inflow/(outflow) from financing activities 1,054,126 (225,110) (24,717) (40,069) |
|
| Net increase/(decrease) in cash and cash equivalents 1,629,421 225,025 (49,266) 52,934 |
|
| Cash and cash equivalents at the beginning of the financial year 695,596 474,138 (5,789) (58,723) Exchange rate variations on foreign cash and cash equivalent balances 197,175 (3,567)- - |
|
| Cash at the end of the financial year 25 2,522,192 695,596 (55,055) (5,789) |
|
| For non-cash financing activities refer to note 25. |
The above cash flow statements should be read in conjunction with the accompanying notes.
4
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Corporate information
CSL Limited is a company incorporated and domiciled in Australia and limited by shares publicly traded on the Australian Stock Exchange. This financial report covers both the separate financial statements of CSL Limited, as an individual entity and the consolidated financial statements for the consolidated entity consisting of CSL Limited (the Parent Company) and its subsidiaries (together referred to as the Group). The financial report was authorised for issue in accordance with a resolution of the directors on 19 August 2009.
A description of the nature of the Group’s operations and its principal activities is included in the directors’ report.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The financial report has 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 preparation of a financial report in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial report are disclosed in note 1(ee).
The Parent Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments Commission, relating to ‘rounding off’ of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars.
Early Adoption of AASB 8 Operating Segments
AASB 8 Operating Segments was early adopted by the Group in 2009. AASB 8 replaces AASB 114 Segment Reporting . The new standard requires segment information to be presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. The change in reportable segments has required a reallocation of Research & Development expense. There have been no impacts on the measurement of the segment assets and liabilities as a result of applying the new standard. Comparatives for 2008 have been restated.
(b) Principles of consolidation
i. Subsidiaries
The consolidated financial statements comprise the financial statements of CSL Limited and its subsidiaries. Subsidiaries are all of those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The financial statements of the subsidiaries are prepared using consistent accounting policies and for the same reporting period as the Parent Company.
In preparing the consolidated financial statements, all intercompany balances and transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.
The acquisition of subsidiaries is accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of assets acquired and the liabilities and contingent liabilities assumed at the date of the acquisition.
In the individual financial statements of CSL Limited, investments in subsidiaries are accounted for at cost.
ii. Employee share trust
The Group has formed a trust to administer the Group’s employee share scheme. This trust is consolidated as the substance of the relationship is that the trust is controlled by the Group.
(c) Segment reporting
Operating segments, as defined in note 2, are reported in a manner consistent with the internal reporting to the chief operating decision maker. The Chief Executive Officer is considered to be the chief operating decision maker.
5
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(d) Foreign currency translation
-
i. Functional and presentation currency 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.
-
ii. Translation and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year 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 or are attributable to part of the net investment in a foreign operation.
-
iii. Group companies
The results of foreign subsidiaries are translated into Australian dollars at average exchange rates. Assets and liabilities of foreign subsidiaries are translated to Australian dollars at exchange rates prevailing at balance date and resulting exchange differences are recognised in the foreign currency translation reserve in equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to the foreign currency translation reserve in equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the income statement, as part of the gain on sale or loss on sale where applicable.
(e) Revenue recognition
-
Revenue is recognised and measured at the fair value of the consideration received or receivable. The Group recognises revenue when: the amount of revenue can be reliably measured, it is probable that the future economic benefits will flow to the Group and the specific criteria have been met for each of the Group’s activities as described below.
-
i. Sales revenue
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of products to buyers external to the Group. Sales revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.
- ii. Interest income
Interest income is recognised as it accrues (using the effective interest rate method).
- iii. Other revenue
Other revenue is recognised as it accrues.
- iv. Dividend income
Dividend income is recognised when the shareholder’s 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 are 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 non-current 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, 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 from a taxation authority in which case it is recognised as part of an asset’s cost of acquisition or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, taxation authorities is included in other receivables or payables in the balance sheet. Cash flows are presented in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities that are recoverable from or payable to a taxation authority are presented as part of operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, a taxation authority.
6
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(i) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted for changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or deferred income tax liability is settled.
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 liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Parent Company is able to control the timing of the reversal of temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and 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 are related to the same taxable entity or group and the same taxation authority.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
- (j) Cash, cash equivalents and bank overdrafts
Cash and cash equivalents in the balance sheet comprise cash on hand, at call deposits with banks or financial institutions and 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. In the balance sheet bank overdrafts are included within current interest bearing liabilities and borrowings. For the purposes of the cash flow statement, cash at the end of the financial year is net of bank overdraft amounts.
(k) Trade and other receivables
Trade and other receivables are initially recorded at fair value and are generally due for settlement within 30 to 60 days from date of invoice. Collectability of trade and other receivables is reviewed on an ongoing basis at an operating unit level. Debts which are known to be uncollectible are written off when identified. An allowance for doubtful debts is recognised when there is objective evidence that the Group may not be able to fully recover all amounts due according to the original terms. The amount of the allowance recognised is the difference between the receivable’s carrying amount and the present value of estimated future cash flows that may ultimately be recovered. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. When a trade receivable for which a provision for impairment has been recognised becomes uncollectible in a subsequent period, it is written off against the provision.
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.
7
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(m) Investments and other financial assets
The Group’s financial assets have been classified into one of the three categories noted below. 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 financial year end when allowed and appropriate.
-
i. Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Financial assets at fair value through profit and loss are initially recognised at fair value and transaction costs are expensed in the income statement. After initial recognition, assets in this category are carried at fair value. Gains and losses on financial assets held for trading are recognised in the income statement when they arise.
-
ii. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are carried at amortised cost using the effective interest rate method and are included in trade and other receivables in the balance sheet. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired.
iii. Available for sale investments Available for sale investments, comprising principally marketable equity securities, are non-derivatives. They are included in non-current assets unless the Group intends to dispose of the investment within 12 months of the reporting date. Investments are designated as available for sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long term. Investments are initially recognised at fair value plus transaction costs. After initial recognition available for sale financial assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in the income statement. A significant or prolonged decline in the fair value of an equity security below its cost is considered to be an indicator that the securities may be impaired.
Regular purchases and sales of financial assets are recognised on the date when the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
The fair values of investments that are actively traded in organised financial markets are determined by reference to market prices. For investments that are not actively traded, fair values are determined using valuation techniques. These techniques include: using recent arm’s length transactions involving the same or substantially the same instruments as a guide to value, discounted cash flow analysis and various pricing models.
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired.
(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 assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of the combination. Transaction costs arising on the issue of equity instruments are recognised directly in equity. 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.
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 acquisition 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 acquired, the difference is recognised immediately in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Group’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
8
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(o) Property, plant and equipment
Land, buildings, capital work in progress and plant and equipment assets are recorded at historical cost less, where applicable, associated depreciation and any accumulated impairment losses. Land and capital work in progress assets are not depreciated. Historical cost includes expenditure that is directly attributable to the acquisition of an asset. Costs incurred subsequent to an asset’s acquisition, including the cost of replacement parts, are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repair and maintenance costs are charged to the income statement when incurred.
Depreciable assets are depreciated using the straight line method to allocate their cost, net of residual values, over their estimated useful lives, as follows:
Buildings 5 – 30 years Plant and equipment 3 – 15 years Leasehold improvements 5 – 10 years
Assets’ residual values and useful lives are reviewed and adjusted if appropriate at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. Items of property, plant and equipment are derecognised upon disposal or when no further economic benefits are expected from their use or disposal. Gains and losses on disposals of items of property, plant and equipment are determined by comparing proceeds with carrying amounts. Gains and losses are included in the income statement when realised.
(p) Impairment of assets
Goodwill and other assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they may be impaired. Assets with finite lives are subject to amortisation and 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. 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 of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities and borrowings. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the asset’s useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight line basis over the period of the lease.
9
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(s) Goodwill and intangibles
- i. 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. Goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Goodwill is not amortised. Instead, following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
- ii. 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, excluding capitalised development costs, 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.
- iii. 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. Any development expenditure so recognised is amortised over the period of expected benefit from the related project.
(t) Trade and other payables
Liabilities for trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. Trade and other creditors are non-interest bearing and have various repayment terms but are usually paid within 30 to 60 days of recognition.
(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. Fees paid on the establishment of loan facilities that are yield related are included as part of the carrying amount of the loans and borrowings. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
(v) Derivative financial instruments
The Group uses derivative financial instruments in the form of forward foreign currency contracts to hedge risks associated with foreign currency. Such derivative instruments 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 foreign exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.
The Group also has external loans payable that have been designated as a hedge of its investment in foreign subsidiaries (net investment hedge). Gains or losses on the hedging instruments relating to the effective portion of the hedge are recognised directly in equity while any gains or losses relating to the ineffective portion, if any, are recognised immediately in profit or loss.
10
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(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 an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
Provisions recognised reflect management’s best estimate of the expenditure required to settle the present obligation at the reporting date. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows required to settle the obligation 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
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. 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 terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
(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 for the year ended 30 June 2009
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, namely the ‘Senior Executive Share Ownership Plan and Employee Performance Rights Plan’ and the ‘Global Employee Share Plan’.
Under the ‘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 Group 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 independently measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options or rights. The fair value at grant date is independently determined using a combination of the Binomial and Black Scholes 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 Parent 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 and that market condition is not met.
Share based payment awards granted by CSL Limited, the Parent Company, to the employees of its subsidiaries are recognised in the Parent Company’s separate financial statements as an additional investment in the subsidiary with a corresponding credit to the share based payment reserve in equity. Effective 2008 and in accordance with the requirements of AASB Interpretation 11, the share based payment expense was reflected in the entity whose employees benefit from the share based payment award.
(aa) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Where the Parent Company reacquires its own shares, for example as a result of a share buy-back, those shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid to acquire the shares, including any directly attributable transaction costs net of income taxes, is recognised directly as a reduction from equity.
(bb) Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Parent Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the 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 additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
(cc) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.
12
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
1. Summary of significant accounting policies (continued)
(dd) New and revised standards and interpretations not yet adopted
Certain new and revised accounting standards and interpretations have been published that are not mandatory for the 30 June 2009 reporting period. With the exception of AASB 8, both the Group and the Parent Company have chosen not to early adopt these standards. An assessment of the impact of these new standards and interpretations is set out below.
-
i. 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 as detailed in Note 1(a) the Group has elected to early adopt the standard in the preparation of Note 2.
-
ii. AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 are applicable for reporting periods beginning on or after 1 January 2009. The revised AASB 123 has removed the option to expense all borrowing costs and, when adopted, will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no material impact on the Group’s financial report on adoption of this standard as the Group already capitalises directly attributable borrowing costs relating to qualifying assets
-
iii. Revised AASB 101 Presentation of Financial Statements and consequential amendments as outlined in AASB 2007-8 and AASB 2007-10 are applicable to reporting periods beginning on or after 1 January 2009. These standards introduce a statement of comprehensive income, which in general discloses those items currently disclosed in the Statement of Recognised Income and Expenses, as well as other minor presentation changes. The amendments are expected to only affect the presentation of the Group’s financial report and will not have a material impact on the measurement and recognition of amounts under the current AASB 101. The Group will apply the revised standard from 1 July 2009.
-
iv. AASB Interpretation 16 Hedges of a Net Investment in a Foreign Operation is applicable to reporting periods beginning on or after 1 October 2008. This interpretation clarifies which foreign currency risks qualify as hedged risk in the hedge of a net investment in a foreign operation and that hedging instruments may be held by any entity or entities within the Group. The Group will apply the interpretation prospectively from 1 July 2009. There will be no material impact on the way the Group accounts for existing hedges of net investments in foreign subsidiaries.
(ee) Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within subsequent financial years are discussed below.
- i. Testing goodwill and intangible assets for impairment
On an annual basis, the Group determines whether goodwill and its indefinitely lived intangible assets are impaired in accordance with the accounting policy described in note 1(s). In the context of goodwill allocated to specific cash generating units, this requires an estimation of the recoverable amount of the cash generating units using a value in use discounted cash flow methodology. In the context of indefinite lived intangible assets, this requires an estimation of the discounted net cash inflows that may be generated through the use or sale of the intangible asset. The assumptions used in estimating the carrying amount of goodwill and indefinite lived intangibles are detailed in note 12.
ii. Income taxes
Judgements are required about the application of income tax legislation in jurisdictions in which the Group operates. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the carrying amount of deferred tax assets and deferred tax liabilities recognised on the balance sheet. In such circumstances an adjustment to the carrying value of a deferred tax item will result in a corresponding credit or charge to the income statement.
13
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
- 2 Segment Information
Description of Segments
Reportable segments are:
-
CSL Behring – manufactures, markets and develops plasma products.
-
Intellectual Property Licensing – revenue and associated expenses from the licensing to unrelated third parties of Intellectual Property generated by the Group. This is a new reporting segment.
-
Other Human Health – comprises CSL Bioplasma and CSL Biotherapies. These businesses manufacture and distribute biotherapeutic products and are disclosed in aggregate as they exhibit similar economic characteristics.
Geographical areas of operation
The Group operates predominantly in four specific geographic areas, namely Australia, the United States of America, Switzerland, and Germany. The rest of the Group’s operations are spread across many countries and are collectively disclosed as ‘Rest of World’ in note 2.
Segment Accounting Policies
Inter-segment sales are carried out on an arm’s length basis and reflect 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.
14
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
2 Segment Information (continued)
| Intellectual | |||||
|---|---|---|---|---|---|
| Property | Other Human | Intersegment | Consolidated | ||
| CSL Behring | Licensing | Health | Elimination | Group | |
| 2009 | 2009 | 2009 | 2009 | 2009 | |
| $000 | $000 | $000 | $000 | $000 | |
| Sales to external customers | 3,786,429 | - | 835,958 |
- | 4,622,387 |
| Inter-segment sales | 112,024 | - | 6,147 |
(118,171) | - |
| Other revenue / other Income (excl interest income) |
10,666 | 165,282 | 8,954 | - | 184,902 |
| Total segment revenue | 3,909,119 | 165,282 | 851,059 | (118,171) | 4,807,289 |
| Interest income | 63,444 | ||||
| Unallocated revenue / income | 168,672 | ||||
| Consolidated revenue | 5,039,405 | ||||
| Segment EBIT | 1,203,010 | 141,171 | 12,161 | - | 1,356,342 |
| Unallocated revenue / income less unallocated costs |
11,870 | ||||
| Consolidated EBIT | 1,368,212 | ||||
| Interest income | 63,444 | ||||
| Finance costs | (61,909) | ||||
| Consolidated profit before tax | 1,369,747 | ||||
| Income tax expense | (223,815) | ||||
| Consolidated netprofit after tax | 1,145,932 | ||||
| Amortisation and impairment loss | 31,290 | - | 20,053 |
- | 51,343 |
| Depreciation | 91,033 | - | 37,567 |
- | 128,600 |
| Segment EBITDA | 1,325,333 | 141,171 | 69,781 | - | 1,536,285 |
| Unallocated revenue / income less unallocated costs |
11,870 | ||||
| Unallocated depreciation and amortisation | 1,663 | ||||
| Consolidated EBITDA | 1,549,818 | ||||
| Segment assets | 4,686,061 | 33,051 | 748,707 | (112,039) | 5,355,780 |
| Other unallocated assets | 2,581,910 | ||||
| Elimination of amounts between operating segments and unallocated |
(570,875) | ||||
| Total assets | 7,366,815 | ||||
| Segment liabilities | 1,537,109 | 5,481 | 379,261 | (112,039) | 1,809,812 |
| Other unallocated liabilities | 664,983 | ||||
| Elimination of amounts between operating segments and unallocated |
(570,875) | ||||
| Total liabilities | 1,903,920 | ||||
| Other information | |||||
| Segment capital expenditure | 214,027 | - | 71,584 | - | 285,611 |
15
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
2 Segment Information (continued)
| Intellectual | |||||
|---|---|---|---|---|---|
| Property | Other Human | Intersegment | Consolidated | ||
| CSL Behring | Licensing | Health | Elimination | Group | |
| 2008 | 2008 | 2008 | 2008 | 2008 | |
| $000 | $000 | $000 | $000 | $000 | |
| Sales to external customers | 2,822,359 | - | 734,303 |
- | 3,556,662 |
| Inter-segment sales | 57,262 | - | 2,675 |
(59,937) | - |
| Other revenue / other income (excl interest income) |
4,208 | 185,323 | 17,450 | - | 206,981 |
| Total segment revenue | 2,883,829 | 185,323 | 754,428 | (59,937) | 3,763,643 |
| Interest income | 35,175 | ||||
| Unallocated revenue / income | 4,554 | ||||
| Consolidated revenue | 3,803,372 | ||||
| Segment EBIT | 793,042 | 139,299 | 62,735 | - | 995,076 |
| Unallocated revenue / income less unallocated costs |
(28,431) | ||||
| Consolidated EBIT | 966,645 | ||||
| Interest income | 35,175 | ||||
| Finance costs | (49,796) | ||||
| Consolidated profit before tax | 952,024 | ||||
| Income tax expense | (250,222) | ||||
| Consolidated netprofit after tax | 701,802 | ||||
| Amortisation | 25,428 | 9,425 | 4,180 | - | 39,033 |
| Depreciation | 65,804 | - | 35,249 |
- | 101,053 |
| Segment EBITDA | 884,274 | 148,724 | 102,164 | - | 1,135,162 |
| Unallocated revenue / income less unallocated costs |
(28,431) | ||||
| Unallocated depreciation and amortisation | 1,713 | ||||
| Consolidated EBITDA | 1,108,444 | ||||
| Segment assets | 3,579,450 | 35,356 | 676,198 | (32,275) | 4,258,729 |
| Other unallocated assets | 983,501 | ||||
| Elimination of amounts between operating segments and unallocated |
(547,266) | ||||
| Total assets | 4,694,964 | ||||
| Segment liabilities | 1,285,813 | 5,518 | 234,278 | (32,275) | 1,493,334 |
| Other unallocated liabilities | 942,771 | ||||
| Elimination of amounts between operating segments and unallocated |
(547,266) | ||||
| Total liabilities | 1,888,839 | ||||
| Other information | |||||
| Segment capital expenditure | 155,901 | - | 62,185 | - | 218,086 |
16
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
2 Segment Information (continued)
| United | Rest of | |||||
|---|---|---|---|---|---|---|
| Geographic areas | Australia | States | Switzerland | Germany | world | Total |
| June 2009 | $000 | $000 | $000 | $000 | $000 | $000 |
| External sales revenue | 613,269 | 1,739,585 | 199,752 | 759,915 | 1,309,866 | 4,622,387 |
| Property, plant, equipment and | ||||||
| intangible assets | 417,347 | 428,748 | 1,038,129 | 265,193 | 22,632 | 2,172,049 |
| June 2008 | ||||||
| External sales revenue | 632,925 | 1,224,677 | 105,218 | 603,332 | 990,510 | 3,556,662 |
| Property, plant, equipment and | ||||||
| intangible assets | 405,792 | 321,286 | 923,388 | 216,879 | 19,101 | 1,886,446 |
| Consolidated Group | Consolidated Group | Parent | Company | ||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
||
| $000 | $000 | $000 | $000 |
||
| Revenue and expenses from continuing operations | |||||
| Revenue | |||||
| Sales revenue | 4,622,387 | 3,556,662 | 569,212 | 553,674 |
|
| Other revenue | |||||
| Royalties and licence revenue | 165,282 | 185,323 | 165,282 | 185,323 |
|
| Trust distribution revenue | - | 7,325 | - | 7,325 |
|
| Finance revenue | 63,444 | 35,175 | 2,510 | 943 |
|
| Rent | 1,049 | 1,155 | 1,049 | 1,155 |
|
| Dividend revenue – subsidiaries | - | - | 334,346 | 324,959 |
|
| Other revenue | 17,891 | 8,652 | 7,224 | 4,445 |
|
| Total other revenues | 247,666 | 237,630 | 510,411 | 524,150 |
|
| Total revenue from continuingoperations | 4,870,053 | 3,794,292 | 1,079,623 | 1,077,824 |
|
| Finance revenue comprises: | |||||
| Interest income: | |||||
| Other persons and/or corporations | 63,391 | 35,141 | 2,457 | 909 |
|
| Keymanagementpersonnel | 53 | 34 | 53 | 34 |
|
| 63,444 | 35,175 | 2,510 | 943 |
||
| Other income | |||||
| Government grants | 680 | 4,526 | 680 | 4,526 |
|
| Net foreign exchangegain | 168,672 | 4,554 | 8,594 | - |
|
| Total other income | 169,352 | 9,080 | 9,274 | 4,526 |
3 Revenue and expenses from continuing operations
The 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 | 61,909 | 49,623 |
- | 437 |
| Non-cash interest – unwindingof discount | - | 173 |
- | - |
| Total finance costs | 61,909 | 49,796 |
- | 437 |
17
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 3 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Revenue and expenses (continued) Depreciation and amortisation included in the income statement Depreciation and amortisation of fixed assets Building depreciation 10 12,990 10,778 5,381 4,534 Plant and equipment depreciation 10 109,675 86,887 32,782 31,353 Leased property, plant and equipment amortisation 10 3,822 2,573 - - Leasehold improvements amortisation 10 3,776 2,528 797 598 |
|
| Total depreciation and amortisation of fixed assets 130,263 102,766 38,960 36,485 |
|
| Amortisation of intangibles Intellectual Property 12 35,470 39,033 - 9,425 |
|
| Total amortisation of intangibles 35,470 39,033 - 9,425 |
|
| Impairment loss Intellectual Property 12 15,873 1,647 - - |
|
| Total depreciation, amortisation and impairment expense 181,606 143,446 38,960 45,910 |
|
| Other expenses Write-down of inventory to net realisable value 74,566 65,004 3,739 12,524 Doubtful debts 4,331 3,071- - Net loss on disposal of property, plant and equipment 1,170 917 407 850 Impairment loss on available for sale asset - 5,000- 5,000 Net foreign exchange loss -- - 62 Lease payments and related expenses included in the income statement Rental expenses relatingto operatingleases 42,562 33,534 2,424 2,264 Employee benefits expense Salaries and wages 1,013,194 808,497 171,904 163,564 Defined benefit plan expense 26(a) 19,818 14,740 1,717 1,465 Defined contribution plan expense 26(b) 19,433 15,854 11,605 10,934 Share basedpayments expense 21 16,801 12,607 7,972 6,266 1,069,246 851,698 193,198 182,229 |
18
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| Consolidated | Group | Parent | Company | |
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
|
| Notes | $000 | $000 | $000 | $000 |
3 Revenue and expenses (continued)
Significant items included in the calculation of profit after tax
i. Discontinued acquisition and related costs.
In August 2008 the Group entered into a contract to acquire Talecris Biotherapeutics Holdings Corp. This transaction was opposed by regulators in the US and the contract terminated by agreement of the parties in June 2009.
Equity capital raised in August 2008 was converted to US Dollars and placed on interest bearing deposit and subsequently converted back to Australian Dollars giving rise to a foreign exchange gain. In addition, the Group incurred a break fee on termination of the contract, costs associated with the establishment of financing facilities and professional fees. These items are considered to be significant items and are non-recurring in nature. The amounts involved are set out below with a reference to the relevant line item in the income statement.
| Interest income (Other Revenue) Foreign exchange gain (Other Income) Finance facility costs (Finance Costs) Break Fee (General & Administration Expenses) Professional Fees (General & Administration Expenses) Net impact on profit before tax Tax benefit Net impact on profit after tax |
32,800 - - - 157,300 - - - (26,100) - - - (95,396) - - - (38,504) - - - |
|---|---|
| 30,100 - - - 48,582 - - - |
|
| 78,682 - - - |
ii. Revaluation of certain deferred tax assets
While unrealised profits on inter-company transactions are eliminated on consolidation the shipping of inventory from one jurisdiction to another does result in a deferred tax balance being recorded in accordance with AASB112 – Income Taxes. During 2009 increasing divergence in the tax rates applicable to the selling and buying entity have necessitated an upwards revaluation of the deferred tax asset. The benefit on revaluation is considered significant in the context of the 2009 result. The amount involved is set out below and by its nature is volatile from one year to the next:
Benefit realised on the revaluation of certain deferred tax assets
32,356 - - -
19
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 4 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Income tax expense Income tax expense recognised in the income statement Current tax expense Currentyear 230,735 304,734 4,800 40,720 |
|
| Deferred tax expense Origination and reversal of temporary differences 11 6,654 (33,603) 422 (5,393) Tax losses recognised (3,782) (16,765) - - |
|
| 2,872 (50,368) 422 (5,393) |
|
| Under/(over) provided inprioryears (9,792) (4,144) (13,041) (2,216) |
|
| Income tax expense 223,815 250,222 (7,819) 33,111 |
|
| 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 1,369,747 952,024 405,376 466,938 |
|
| Income tax calculated at 30% (2008: 30%) 410,924 285,607 121,613 140,081 Research and development (14,245) (9,907) (14,112) (9,907) Exempt dividends received - - (100,304) (97,488) Other non-deductible/(non-assessable) items (58,826) 20,857 (1,975) 2,641 Utilisation of tax losses/unrecognised deferred tax (3,782) (18,154)- - Revaluation of deferred tax balances (7,180) (19,867)- - Effects of different rates of tax on overseas income (93,284) (4,170)- - Under/(over) provision inprioryear (9,792) (4,144) (13,041) (2,216) |
|
| Income tax expense(benefit) 223,815 250,222 (7,819) 33,111 |
|
| Income tax recognised directly in equity Deferred tax benefit/(expense) Share based payments 21 11,685 (8,324) 10,941 (1,092) Net actuarial(gain)/loss on defined benefitplans 22 12,056 855 2,458 1,275 |
|
| Income tax benefit/(expense)recognised in equity 11 23,741 (7,469) 13,399 183 |
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 or from other entities in the tax consolidated group in conjunction with any tax funding arrangement amounts (refer below).
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.
20
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
4 Income tax (continued)
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 | Consolidated Group |
|---|---|
| 2009 2008 $000 $000 |
|
| Earnings Per Share Earnings used in calculating basic and dilutive earnings per share comprises: Profit attributable to ordinaryshareholders 1,145,932 701,802 |
|
| Number of shares 2009 2008 |
|
| Weighted average number of ordinary shares used in the calculation of basic earnings per share: 595,243,751 550,105,914 Effect of dilutive securities: Senior Executive Share Ownership Plan options 642,387 999,873 Employee Performance Rights 1,765,691 2,147,977 Global Employee Share Plan 2,302 11,805 |
|
| Adjusted weighted average number of ordinary shares used in the calculation of diluted earningsper share: 597,654,131 553,265,569 |
Conversions, calls, subscription or issues after 30 June 2009
Subsequent to 30 June 2009, 975 shares have been issued to employees as a result of the exercise of performance rights and performance options and 67,800 shares have been issued as a result of the exercise of SESOP II options. There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of ordinary or potential ordinary shares since the reporting date and before the completion of this financial report.
Options and performance rights
Options and performance rights granted to employees are considered to be potential ordinary shares that have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options and rights have not been included in the determination of basic earnings per share.
21
CSL Limited and its controlled entities Notes to the Financial Statements
for the year ended 30 June 2009
| 6 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
Cash and cash equivalents Cash at bank and on hand 410,278 156,927 - - Cash deposits 2,117,819 544,663 - - |
|
| 2,528,097 701,590 - - |
|
| Note 25(a) contains a reconciliation of the above figures to cash at the end of the financial year as shown in the statement of cash flows. |
| 7 | Trade and other receivables Current Trade receivables 779,140 615,656 33,376 26,490 Less: Provision for impairment loss_(i)_ (20,254) (20,415) (118) (118) |
|---|---|
| 758,886 595,241 33,258 26,372 Sundry receivables 99,992 86,315 58,283 56,453 Prepayments 27,006 27,834 2,834 2,285 Receivables – wholly owned subsidiaries - - 2,805,438 584,154 Receivables –partlyowned subsidiaries - - 199 2,560 |
|
| Carryingamount of current trade and other receivables 885,884 709,390 2,900,012* 671,824 |
|
| Non Current Related parties Loans to key management personnel – executive directors - 46 - 46 Loans to key management personnel – other executives 620 701 1,599 701 Loans to other employees 5,788 4,085 4,809 4,085 LongTerm Deposits 3,817 3,328 - - |
|
| Carryingamount of non current trade and other receivables 10,225 8,160 6,408* 4,832 |
*The carrying amount disclosed above is a reasonable approximation of fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable disclosed above. Refer to note 34 for more information on the risk management policy of the Group and the credit quality of trade receivables.
**Further information relating to loans to key management personnel is set out in note 28.
(i) Past due but not impaired and impaired trade receivables
As at 30 June 2009, the Parent Company and the Group had current trade receivables which were impaired and which had nominal values of $118,160 (2008: $118,160) and $20,253,449 (2008: $20,414,587) respectively. These receivables have been fully provided for within the company’s and the Group’s respective provisions for impairment loss. Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash. Movements in the provision for impairment loss are reconciled as follows:
| Opening balance at 1 July | 20,415 | 18,853 | 118 | 423 |
|---|---|---|---|---|
| Additional allowance / (utilised) | (168) | 1,260 |
- | (305) |
| Currencytranslation differences | 7 | 302 |
- | - |
| Closingbalance at 30 June | 20,254 | 20,415 | 118 | 118 |
Debts which are past due and not impaired are set out in the credit risk analysis in note 34.
(ii) Other receivables
The other classes within trade and other receivables do not contain impaired or overdue receivable amounts and it is expected that all of these amounts will be received when due. Loans provided to key management personnel to purchase the company’s shares on the exercise of options are secured against those shares. Neither the company nor the Group holds any collateral in respect to other receivable balances.
22
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 8 9 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Inventories Raw materials and stores – at cost 375,408 241,679 24,395 19,784 Less: Allowance for diminution in value (7,008) (2,546) (389) (407) |
|
| Raw materials and stores – net 368,400 239,133 24,006 19,377 |
|
| Work in progress – at cost 549,458 506,467 40,287 29,454 Less: Allowance for diminution in value (27,785) (28,731) (6,627) (7,415) |
|
| Work inprogress – net 521,673 477,736 33,660 22,039 |
|
| Finished goods – at cost 647,634 494,828 33,323 36,876 Less: Allowance for diminution in value (15,668) (13,564) (881) (839) |
|
| Finishedgoods - net 631,966 481,264 32,442 36,037 |
|
| Total inventories at the lower of cost and net realisable value 1,522,039 1,198,133 90,108 77,453 |
|
| Other financial assets Current At fair value through the profit or loss: Managed financial assets(held for trading) 854 1,513 - - |
|
| Non-current At fair value through the profit or loss: Managed financial assets 8,397 8,442 - - Shares in subsidiaries – at cost(refer note 32) - - 1,348,974 1,340,144 |
|
| Total non-current other financial assets as at 30 June 8,397 8,442 1,348,974 1,340,144 |
23
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 10 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Property, Plant and Equipment Land at cost Opening balance 1 July 25,437 25,594 25,030 25,030 Disposals - - - - Currencytranslation differences 152 (157) - - |
|
| Closingbalance 30 June 25,589 25,437 25,030 25,030 |
|
| Buildings at cost Opening balance 1 July 256,511 224,081 121,260 92,138 Transferred from capital work in progress 20,921 32,668 1,183 29,122 Other additions 465 656 - - Disposals (722) - (81) - Transfers (27,024) - - - Currencytranslation differences 16,605 (894) - - |
|
| Closingbalance 30 June 266,756 256,511 122,362 121,260 |
|
| Accumulated depreciation and impairment losses Opening balance 1 July 61,813 52,699 35,235 30,701 Depreciation for the year 12,990 10,778 5,381 4,534 Disposals (640) - (3) - Transfers (19,512) - - - Currencytranslation differences 4,051 (1,664) - - |
|
| Closingbalance 30 June 58,702 61,813 40,613 35,235 |
|
| Net book value of buildings 208,054 194,698 81,749 86,025 |
|
| Net book value of land and buildings 233,643 220,135 106,779 111,055 |
|
| Leasehold improvements at cost Opening balance 1 July 14,399 8,772 8,128 159 Transferred from capital work in progress 18,760 9,847 - 7,969 Other additions 1,519 429 - - Disposals (1,447) (2,112) - - Transfers 29,127 - - - Currencytranslation differences 5,121 (2,537) - - |
|
| Closingbalance 30 June 67,479 14,399 8,128 8,128 |
|
| Accumulated amortisation and impairment Opening balance 1 July 1,812 2,497 757 159 Amortisation for the year 3,776 2,528 797 598 Disposals (1,432) (1,742) - - Transfers 20,792 - - - Currencytranslation differences 4,663 (1,471) - - |
|
| Closingbalance 30 June 29,611 1,812 1,554 757 |
|
| Net book value of leasehold improvements 37,868 12,587 6,574 7,371 |
24
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 10 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Property, Plant and Equipment (continued) Plant and equipment at cost Opening balance 1 July 1,098,728 993,405 584,702 533,075 Transferred from capital work in progress 183,788 107,377 8,695 52,973 Other additions 17,146 20,969 - - Disposals (31,857) (12,675) (484) (1,346) Transfers 4,083 - - - Currencytranslation differences 80,915 (10,348) - - |
|
| Closingbalance 30 June 1,352,803 1,098,728 592,913 584,702 |
|
| Accumulated depreciation and impairment Opening balance 1 July 591,608 527,778 396,930 366,074 Depreciation for the year 109,675 86,887 32,782 31,353 Disposals (29,970) (11,348) (154) (497) Transfers (1,280) - - - Currencytranslation differences 60,857 (11,709) - - |
|
| Closingbalance 30 June 730,890 591,608 429,558 396,930 |
|
| Net book value ofplant and equipment 621,913 507,120 163,355 187,772 |
|
| Leased property, plant and equipment at cost Opening balance 1 July 36,893 33,344 - - Other additions 7,691 2,352 - - Disposals (1,698) (318) - - Currencytranslation differences 2,407 1,515 - - |
|
| Closingbalance 30 June 45,293 36,893 - - |
|
| Accumulated amortisation and impairment Opening balance 11,821 8,867 - - Amortisation for the year 3,822 2,573 - - Disposals (1,102) (299) - - Currencytranslation differences 1,406 680 - - |
|
| Closingbalance 30 June 15,947 11,821 - - |
|
| Net book value of leasedproperty,plant and equipment 29,346 25,072 - - |
|
| Capital work in progress Opening balance 1 July 211,022 165,539 42,044 70,006 Other additions 266,481 196,032 70,975 62,102 Transferred to buildings at cost (20,921) (32,668) (1,183) (29,122) Transferred to plant and equipment at cost (183,788) (107,377) (8,695) (52,973) Transferred to leasehold improvements at cost (18,760) (9,847) - (7,969) Transfers (6,186) - - - Currencytranslation differences 26,884 (657) - - |
|
| Closingbalance 30 June 274,732 211,022 103,141 42,044 |
|
| Total net book value ofproperty, plant and equipment 1,197,502 975,936 379,849 348,242 |
25
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 11 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Deferred tax assets and liabilities Deferred tax asset 227,096 173,238 12,384 - Deferred tax liability (108,062) (93,677) - (593) |
|
| Net deferred tax asset /(liability) 119,034 79,561 12,384 (593) |
|
| Deferred tax balances reflect temporary differences attributable to: Amounts recognised in the income statement Trade and other receivables 3,651 6,464 (109) (1,062) Inventories 75,380 30,647 (3,615) (1,480) Property, plant and equipment (54,887) (54,694) (16,864) (17,344) Intangible assets (8,874) (7,828) - - Other assets 189 (546) - 15 Trade and other payables 11,072 9,179 7,977 7,253 Interest bearing liabilities 4,279 4,248 - - Other liabilities and provisions 35,940 64,647 14,577 13,096 Recognised carry-forward tax losses 17,864 16,765 - - |
|
| 84,614 68,882 1,966 478 |
|
| Amounts recognised in equity Other assets 18,416 6,731 9,031 - Other liabilities andprovisions 16,004 3,948 1,387 (1,071) |
|
| 34,420 10,679 10,418 (1,071) |
|
| Net deferred tax asset/(liability) 119,034 79,561 12,384 (593) |
|
| Movement in temporary differences during the year Opening balance 79,561 65,141 (593) 7,670 Credited/(charged) to the income statement (6,654) 33,603 (422) 5,393 Credited/(charged) to equity 23,741 (7,469) 13,399 183 Amounts transferred to subsidiaries - - - (13,839) Currencytranslation difference 22,386 (11,714) - - |
|
| Closingbalance 119,034 79,561 12,384 (593) |
|
| 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 - 22 - - Expiry date greater than 1 year but less than 5 years 132 - - - Expiry date greater than 5 years - - - - No expirydate 954 5,285 - - |
|
| 1,086 5,307 - - |
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.
26
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 12 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Intangible Assets Carrying amounts Goodwill Opening balance at 1 July 672,519 655,665 - - Currencytranslation differences 85,779 16,854 - - |
|
| Closingbalance at 30 June 758,298 672,519 - - |
|
| Intellectual property Opening balance at 1 July 330,356 321,708 20,000 20,000 Additions - - - - Disposals (59) (48) - - Currencytranslation differences 37,668 8,696 - - |
|
| Closingbalance at 30 June 367,965 330,356 20,000 20,000 |
|
| Accumulated amortisation and impairment Opening balance at 1 July 92,365 49,779 20,000 10,575 Amortisation for the year 35,470 39,033 - 9,425 Current year impairment charge 3 15,873 1,647 - - Amortisation written back on disposal (59) (48) - - Currencytranslation differences 8,067 1,954 - - |
|
| Closingbalance at 30 June 151,716 92,365 20,000 20,000 |
|
| Net intellectualproperty 216,249 237,991 - - |
|
| Total net intangible assets as at 30 June 974,547 910,510 - - |
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 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 | 746,215 | 660,436 |
- | - |
|---|---|---|---|---|
| CSL Biotherapies | 12,083 | 12,083 |
- | - |
| Closingbalance ofgoodwill as at 30 June | 758,298 | 672,519 |
- | - |
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, after which 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 11.7% (2008: 11%) associated with the business valuation multiple discussed above.
Each unit’s recoverable amount exceeds the carrying value of its net assets, inclusive of goodwill. It is not considered a reasonable possibility for a change in assumptions to occur that would lead to a unit’s recoverable amount falling below the carrying value of each unit’s respective net assets.
27
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 13 14 15 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Retirement benefit assets and liabilities Retirement benefit assets Non-current defined benefitplans(refer note 26) - 8,052 - 3,518 |
|
| Retirement benefit liabilities Non-current defined benefitplans(refer note 26) 133,894 85,571 2,772 - |
|
| Trade and other payables Current Trade payables 271,835 160,630 71,865 50,232 Accruals and other payables 391,983 284,093 64,862 14,964 Payable – whollyowned subsidiaries - - 1,012,484 619,624 |
|
| Carryingamount of current trade and otherpayables 663,818 444,723 1,149,211 684,820 |
|
| Interest-bearing liabilities and borrowings Current Bank overdrafts – Unsecured 5,905 5,994 55,055 5,789 Bank loans – Unsecured_(a) 305,518 104,001 - - Senior Unsecured Notes - Unsecured(b) 17,706 15,313 - - Lease liability– Secured (c)_ 3,229 2,744 - - |
|
| 332,358 128,052 55,055 5,789 |
|
| Non-current Bank loans - Unsecured_(a) 96,468 554,253 - - Senior Unsecured Notes - Unsecured(b) 248,851 235,800 - - Lease liability- Secured(c)_ 40,101 35,081 - - |
|
| 385,420 825,134 - - |
(a) During the year the one year tranche ($250m) of the Group’s global multicurrency facility matured. The facility has two tranches with maturity dates in March 2010 ($400m) and March 2012 ($250m). Interest on the facility is paid quarterly in arrears at a variable rate. As at the reporting date the Group had $248m in undrawn funds available under this facility.
(b) Represents US$127.9 million and Euro 63.1 million of Senior Unsecured Notes placed into the US Private Placement market. The notes have biannual repayments and mature in December 2012. The interest rate on the US$ 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) Finance leases have an average lease term of 14 years (2008: 15 years). The weighted average discount rate implicit in the leases is 5.72% (2008: 6.35%). The Group’s lease liabilities are secured by leased assets of $29.3 million (2008: $25.1 million). In the event of default, leased assets revert to the lessor.
Note 34 has further information about the Group’s exposure to interest rate risk, foreign exchange risk and the fair value of financial assets and liabilities.
28
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 16 17 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Tax assets Current tax receivable 12,174 - 12,174 - Tax receivable – whollyowned subsidiaries -- 45,987 40,136 |
|
| 12,174 - 58,161 40,136 |
|
| Tax liabilities Current income tax liability 101,173 123,018 - 54,157 |
|
| 101,173 123,018 - 54,157 |
|
| Provisions Current Employee benefits 26 73,305 67,601 31,158 29,546 Restructuring 7,757 6,941 - - Onerous contracts 14,217 13,427 - - Surplus lease space 77 195 - - Provision for contingent consideration 26,247 49,437 - - Other 5,356 1,924 639 782 |
|
| 126,959 139,525 31,797 30,328 |
|
| Non-current Employee benefits 26 37,326 40,005 5,423 5,485 Other 1,485 1,548 1,150 1,202 |
|
| 38,811 41,553 6,573 6,687 |
Restructuring
A restructuring provision is recognised when the main features of the restructuring are planned. Restructuring plans must set out the businesses, locations and approximate number of employees affected and the expenditures that will be undertaken, together with an implementation timetable. There must be a demonstrable commitment and valid expectation that the restructuring plan will be implemented prior to a provision being recognised.
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 noncancellable 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.
29
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 17 18 19 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Provisions (continued) Movements in provisions Restructuring Opening balance 6,941 6,704 - - Payments made - (186) - - Currencydifferences 816 423 - - |
|
| Closingbalance 7,757 6,941 - - |
|
| Onerous contracts Opening balance 13,427 14,833 - - Provisions recognised - 571 - - Payments made - (2,399) - - Currencydifferences 790 422 - - |
|
| Closingbalance 14,217 13,427 - - |
|
| Surplus lease space Opening balance 195 724 - - Payments made (171) (499) - - Currencydifferences 53 (30) - - |
|
| Closingbalance 77 195 - - |
|
| Contingent consideration Opening balance 49,437 83,472 - - Payments made (32,292) (26,578) - - Currencydifferences 9,102 (7,457) - - |
|
| Closingbalance 26,247 49,437 - - |
|
| Other Opening balance 3,472 3,032 1,984 2,038 Additional provision 5,214 1,859 795 1,289 Payments made (1,852) (1,409) (990) (1,343) Currencydifferences 7 (10) - - |
|
| Closingbalance 6,841 3,472 1,789 1,984 |
|
| Deferred government grants Current deferred income 469 469 469 469 Non-current deferred income 12,083 6,950 12,083 6,950 |
|
| Total deferredgovernmentgrants 12,552 7,419 12,552 7,419 |
|
| Derivative Financial Instruments – current liabilities Forward CurrencyContracts 873 167 - - |
The Group has entered into forward currency contracts as an economic hedge against variations in the value of certain trade payable amounts due to currency fluctuations. All movements in the fair value of these forward currency contracts are recognised in the profit and loss when they occur.
30
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 20 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Contributed equity Ordinaryshares issued and fully paid 2,760,207 1,034,337 2,760,207 1,034,337 |
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.
| (i) (ii) (iii) |
2009 2008 |
|---|---|
| Number of shares $000 Number ofshares $000 |
|
| Movement in ordinary shares on issue Opening balance at 1 July 550,400,606 1,034,337 549,126,066 1,023,941 Shares issued to parties other than CSL employees through participation in: - Institutional Offer for $36.75 consideration 47,500,000 1,745,625 - - - Retail Offer for $36.75 consideration 3,955,203 145,354 - - - Capital raising costs in respect to the institutional and retail offers - (39,723) - - Shares issued to employees via: - SESOP II_(i) 347,000 3,066 847,300 7,101 - Performance Options(ii) 104,235 1,822 - - - Performance Rights (for nil consideration) 1,024,751 - 293,400 - - GESP(iii) 168,767 5,334 133,840 3,295 Share buy-back, inclusive of cost(iv)_ (4,261,134) (135,608) - - |
|
| Closingbalance 599,239,428 2,760,207 550,400,606 1,034,337 |
|
| Consolidated Group Parent Company |
|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Options exercised under SESOP II as disclosed in note 27 were as follows: - 194,400 issued at $4.06 (2008: 193,200 issued at $4.06) 789 785 789 785 - Nil (2008: 18,000 issued at $6.89) - 124 - 124 - 32,600 issued at $9.32 (2008: 578,260 issued at $9.32) 304 5,390 304 5,390 - Nil (2008: 39,240 issued at $12.51) - 492 - 492 - 120,000 issued at $16.44 (2008: nil) 1,973 - 1,973 - - Nil(2008: 18,600 issued at $16.65) - 310 - 310 |
|
| 3,066 7,101 3,066 7,101 |
|
| Options exercised under Performance Option plans as disclosed in note 27 were as follows - 104,235 issued at $17.48 1,822 - 1,822 - |
|
| Shares issued to employees under Global Employee Share Plan (GESP) as disclosed in note 27 were as follows: - 72,350 issued at $31.24 on 5 September 2008 2,260 1,559 2,260 1,559 - 96,417 issued at $31.88 on 10 March 2009 3,074 1,736 3,074 1,736 |
|
| 5,334 3,295 5,334 3,295 |
(iv) Pursuant to the share buyback announced to the market on 9 June 2009, to 30 June 2009 the Parent Company purchased 4,261,134 ordinary shares on market at an average price of $31.83 per share, with prices ranging from $31.03 to $32.32. Subsequent to year end and from 1 July until 10 July 2009, an additional 4,282,285 shares were purchased with prices ranging between $30.39 and $31.85. Post 10 July and up to 19 August 2009, no further shares have been bought back.
31
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
21 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Reserves Share based payments reserve 65,739 37,253 55,565 27,823 Foreign currencytranslation reserve (50,541) (171,552) - - |
|
| Carryingvalue of reserves at 30 June 15,198 (134,299) 55,565 27,823 |
|
| Movements in reserves Share based payments reserve (i) Opening balance at 1 July 37,253 30,147 27,823 30,147 Share based payments expense 16,801 12,607 16,801 12,607 Deferred tax on share based payments 11,685 (8,324) 10,941 (1,092) Transfers to subsidiaries_(ii)_ - - - (13,839) Currencydifference - 2,823 - - |
|
| Closingbalance at 30 June 65,739 37,253 55,565 27,823 |
|
| Net unrealised gains reserve (iii) Opening balance at 1 July - 2,957 - 2,957 Unrealised gains/(losses) on revaluation of available-for- sale investments - (2,957) - (2,957) |
|
| Closingbalance at 30 June - - - - |
|
| Foreign currency translation reserve (iv) Opening balance at 1 July (171,552) (223,475) - - Transfers to retained earnings - 29 - - Net exchange gains/(losses) on translation of foreign subsidiaries, net of hedge 121,011 51,894 - - |
|
| Closingbalance at 30 June (50,541) (171,552) - - |
Nature and purpose of reserves
(i) 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.
(ii) In 2008, in accordance with new accounting standard requirements, $13.8m of the reserve balance that was attributable to future tax benefits that may be realised by United States based subsidiaries was transferred to the balance sheets of those subsidiaries.
(iii) 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.
(iv) 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.
32
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 22 23 |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Note $000 $000 $000 $000 |
|
| Retained earnings Opening balance at 1 July 1,906,087 1,435,279 634,196 430,773 Net profit for the year 1,145,932 701,802 413,195 433,827 Dividends 23 (319,492) (227,431) (319,492) (227,431) Actuarial gain/(loss) on defined benefit plans (57,093) (4,389) (8,193) (4,248) Transfers from reserves - (29) - - Deferred tax on actuarialgain/(loss)on defined benefitplans 12,056 855 2,458 1,275 |
|
| Closingbalance at 30 June 2,687,490 1,906,087 722,164 634,196 |
|
| Dividends Dividends paid Dividends recognised in the current year by the Company are: Final ordinary dividend of 23 cents per share, franked to 100%, paid on 10 October 2008 (2008: 18.33 cents per share, franked to 50%) 138,510 100,840 138,510 100,840 Interim ordinary dividend of 30 cents per share, unfranked, paid on9April 2009 (2008: 23 cents pershare, unfranked) 180,982 126,591 180,982 126,591 |
|
| 319,492 227,431 319,492 227,431 |
|
| 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 40 cents per share, unfranked (2008: ordinary dividend of 23 cents per share, fully franked). The final dividend is expected to be paid on 9 October 2009. Based on the number of shares on issue as at reporting date, the aggregate amount of the proposed dividend would be: 239,695 126,592 239,695 126,592 The actual aggregate dividend amount paid out of profits will be dependent on the actual number of shares on issue at dividendrecord date. |
33
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 24 25 (a) (b) (c) |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 Notes $000 $000 $000 $000 |
|
| Equity Total equity at the beginning of the financial year 2,806,125 2,268,849 1,696,356 1,487,818 Total recognised income and expense for the year attributable to equity holders 1,221,906 747,205 407,461 427,897 Movement in contributed equity 20 1,725,870 10,396 1,725,870 10,396 Dividends 23 (319,492) (227,431) (319,492) (227,431) Movement in share basedpayments reserve 21 28,486 7,106 27,741 (2,324) |
|
| Total equityat the end of the financialyear 5,462,895 2,806,125 3,537,936 1,696,356 |
|
| 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 6 410,278 156,927 - - Cash deposits 6 2,117,819 544,663 - - Bank overdrafts 15 (5,905) (5,994) (55,055) (5,789) |
|
| 2,522,192 695,596 (55,055) (5,789) |
|
| Reconciliation of Profit after tax to Cash Flows from Operations Profit after tax 1,145,932 701,802 413,195 433,827 Non-cash items in profit after tax Depreciation, amortisation and impairment charges 181,606 143,446 38,960 45,910 (Gain)/loss on disposal of property, plant and equipment 1,170 917 407 850 Finance costs - 78 - Unwinding of discount - 173 - - Dividends and management fees - - (388,236) (401,885) Share based payments expense 16,801 12,607 7,972 6,266 Changes in assets and liabilities: (Increase)/decrease in trade and other receivables (115,545) (113,016) (9,305) (29,249) (Increase)/decrease in inventories (228,234) (84,130) 12,708 (8,037) (Increase)/decrease in retirement benefit assets 9,150 4,252 3,518 4,369 Increase/decrease in net tax assets and liabilities (60,523) 12,433 (82,701) 21,191 Increase/(decrease) in trade and other payables 97,996 24,530 24,831 81,119 Increase/(decrease) in deferred government grants - 2,358 - 2,358 Increase/(decrease) in provisions (12,693) (10,398) 26,151 (5,506) Increase/(decrease)in retirement benefit liabilities (10,836) (5,796) (5,420) (4,248) |
|
| Net cash inflow from operatingactivities 1,024,824 689,256 42,080 146,965 |
|
| Non cash financing activities Acquisition of plant and equipment by means of finance leases 7,691 2,352 - - |
34
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 26 | Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Employee benefits A reconciliation of the employee benefits recognised is as follows: Retirement benefit assets – non-current(note 13) - 8,052 - 3,518 |
|
| Provision for employee benefits – current (note 17) 73,305 67,601 31,158 29,546 Retirement benefit liabilities – non-current (note 13) 133,894 85,571 2,772 - Provision for employee benefits – non-current(note 17) 37,326 40,005 5,423 5,485 |
|
| 244,525 193,177 39,353 35,031 |
|
| The number of full time equivalents employed at 30 June 10,340 9,276 1,697 1,570 |
(a) 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 | 77,519 | 72,485 | (3,518) | (7,887) |
|---|---|---|---|---|
| Contributions received | (18,026) | (13,997) | (3,262) | (1,344) |
| Benefits paid | (3,357) | (2,274) |
- |
- |
| Expense/(benefit) recognised in the income statement | 19,818 | 14,740 | 1,717 | 1,465 |
| Actuarial (gains)/losses recognised in equity | 57,093 | 4,389 | 8,192 | 4,248 |
| Other movements | (323) | 935 | (357) |
- |
| Currencytranslation differences | 1,170 | 1,241 |
- |
- |
| Closingbalance | 133,894 | 77,519 | 2,772 | (3,518) |
| Net liability/(asset) for defined benefit obligation is | ||||
| reconciled to the balance sheet as follows: | ||||
| Retirement benefit assets – non-current (note 13) | - | (8,052) |
- | (3,518) |
| Retirement benefit liabilities – non-current(note 13) | 133,894 | 85,571 | 2,772 |
- |
| Net liability/(asset) | 133,894 | 77,519 | 2,772 | (3,518) |
| Amounts for the current andpreviousperiods are as | Amounts for the current andpreviousperiods are as | follows: | ||||
|---|---|---|---|---|---|---|
| Consolidated Group | Parent | Company | ||||
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| $000 | $000 | $000 | $000 | $000 | $000 | |
| Defined benefit obligation | 467,887 | 393,474 | 371,106 | 30,788 | 29,801 | 26,661 |
| Plan assets | 333,993 | 315,955 | 298,621 | 28,016 | 33,319 | 34,548 |
| Surplus/(deficit) | (133,894) | (77,519) | (72,485) | (2,772) | 3,518 | 7,887 |
| Experience adjustments onplan liabilities | (8,016) | 14,723 | (1,983) | 699 | (1,715) | 2,038 |
| Experience adjustments onplan assets | (46,040) | (14,525) | 12,253 | (7,503) | (2,533) | 3,725 |
| Actual return onplan assets | (27,010) | 1,898 | 28,018 | (5,215) | (149) | 5,736 |
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).
35
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 26 (a) |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $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 393,474 371,106 29,801 26,661 Service cost 19,240 15,514 2,335 2,294 Interest cost 19,608 15,006 1,670 1,555 Past service costs - 644 - - Contributions by members 5,234 3,885 - - Actuarial (gains)/losses 8,016 (10,136) 689 1,715 Benefits paid (18,038) (12,844) (3,129) (2,156) Other movements (544) 667 (578) (268) Currencytranslation differences 40,897 9,632 - - |
|
| Closingbalance 467,887 393,474 30,788 29,801 |
|
| The present value of the defined benefit obligation comprises: Present value of wholly unfunded obligations 93,248 76,075 - - Present value of funded obligations 374,639 317,399 30,788 29,801 |
|
| 467,887 393,474 30,788 29,801 |
|
| Changes in the fair value of plan assets are as follows: Opening balance 315,955 298,621 33,319 34,548 Expected return on plan assets 19,030 16,423 2,288 2,384 Actuarial gains/(losses) on plan assets (49,071) (14,525) (7,503) (2,533) Contributions by employer 18,026 13,997 3,262 1,344 Contributions by members 5,234 3,885 - - Benefits paid (14,681) (10,570) (3,129) (2,156) Other movements (228) (268) (221) (268) Currencytranslation differences 39,728 8,392 - - |
|
| Closingbalance 333,993 315,955 28,016 33,319 |
|
| The major categories of plan assets as a percentage of total plan assets is as follows: Cash 2.7% 1.7% 2.0% 2.0% Equity instruments 28.0% 31.7% 56.3% 64.0% Debt instruments 51.9% 50.7% 8.9% 12.0% Property 15.6% 14.6% 11.8% 10.0% Other assets 1.8% 1.3% 21.0% 12.0% |
|
| 100.0% 100.0% 100.0% 100.0% |
|
| Expenses/(gains) recognised in the income statement are as follows: Current service costs 19,240 15,514 2,335 2,294 Interest on obligation 19,608 15,006 1,670 1,555 Expected return on assets (19,030) (16,423) (2,288) (2,384) Past service costs - 643 - - |
|
| Total included in employee benefits expense 19,818 14,740 1,717 1,465 |
36
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 26 (a) |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $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 6.0% 4.3% 5.6% 6.0% Expected return on assets and expected long-term rate of return on assets 1 3.9% 5.0% 7.0% 7.0% Future salary increases 2.5% 2.3% 5.0% 5.0% Future pension increases 0.9% 0.7% - - 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 2009 Plan assets 1 Accrued benefit 1 Plan surplus / (deficit) $000 $000 $000 CSL Pension Plan (Australia) 2 28,016 (30,788) (2,772) CSL Bioplasma AG Pension Fund (Switzerland) 263,898 (287,552) (23,654) CSL Behring Union Pension Plan (US UPP) 42,079 (56,300) (14,221) CSL Behring GmbH Pension Plan (Germany) - (76,041) (76,041) CSL Pharma GmbH Pension Plan (Germany) - (1,560) (1,560) CSL Behring KG Pension Plan (Germany) - (3,608) (3,608) CSL Plasma GmbH Pension Plan (Germany) - (125) (125) CSL BehringKK Retirement Allowance Plan(Japan) - (11,913) (11,913) |
|
| 333,993 (467,887) (133,894) |
|
| Consolidated Group – June 2008 CSL Pension Plan (Australia) 2 33,319 (29,801) 3,518 CSL Bioplasma AG Pension Fund (Switzerland) 240,694 (236,160) 4,534 CSL Behring Union Pension Plan (US UPP) 41,942 (51,438) (9,496) CSL Behring GmbH Pension Plan (Germany) - (63,755) (63,755) CSL Pharma GmbH Pension Plan (Germany) - (1,527) (1,527) CSL Behring KG Pension Plan (Germany) - (3,006) (3,006) CSL Plasma GmbH Pension Plan (Germany) - (117) (117) CSL BehringKK Retirement Allowance Plan(Japan) - (7,670) (7,670) |
|
| 315,955 (393,474) (77,519) |
1 Plan assets at net market value and accrued benefits have been calculated at 30 June, 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.
(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 2009 was $19,433,000 and $11,605,000 respectively (2008: $15,854,000 and $10,934,000).
37
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
27 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 under and subject to certain conditions:
Senior Executive Share Ownership Plan (SESOP II)
The SESOP II plan was approved by special resolution at the annual general meeting of the Company on 20 November 1997. The plan governed the provision of share based long term incentives in the form of options issued between 1997 and 1 July 2003 inclusive. There has been so SESOP II options issued since July 2003. Other than those which lapsed, all SESOP II options vested in earlier financial years following the achievement of a 7% compound growth in earnings per share over their vesting period. 77,040 SESOP II options which have not yet been exercised as at 30 June 2009 must be exercised no later than 1 July 2010 or they will lapse. The price payable on exercise of SESOP II options equals the weighted average price over the 5 days preceding the issue date of the options. Upon request, interest bearing loans were available to employees to fund the exercise of their SESOP II options. The terms and conditions associated with the provision of SESOP II loans are set out in note 28(b) and the remuneration report.
Employee Performance Rights Plan (the plan)
The Employee Performance Rights Plan was approved by special resolution at the annual general meeting of the Company on 16 October 2003. The plan, as originally approved, governed the provision of share based long term incentives in the form of performance rights issued between 16 October 2003 and 6 April 2006 inclusive. Other than those which lapsed, all performance rights issued under the original plan vested prior to 30 June 2009. Vesting of the performance rights was contingent on the Company achieving a Total Shareholder Return (TSR) which was at or above the 50th percentile relative to the TSR of a peer group of companies comprising those entities within the ASX top 100 index by market capitalisation (excluding companies with the GICS industry codes of commercial banks, oil and gas and metals and mining). The original plan provided for vesting of 50% of the rights if the Company was ranked at the 50th percentile of TSR performance and for 100% of the rights to vest if the Company was placed at or above the 75th percentile. Relative TSR performance between the 50th and 75th percentile resulted in the proportion of performance rights that vested increasing on a straight-line basis. Vested performance rights which are exercised entitle the holder to one ordinary share for nil consideration.
The plan was amended with effect from October 2006. Under the amended plan, share based long term incentives issued since October 2006 now comprise grants made to executives of both performance rights and performance options, each subject to a different performance hurdle. Each long-term incentive grant generally consists of 50% performance rights and 50% performance options. Grants of performance rights and performance options are issued for nil consideration. The new plan retained the TSR performance hurdle and provided for 100% vesting of performance rights at the expiration of their vesting period if the Company’s TSR performance was at or above the 50th percentile on the relevant test date. Under the new plan, performance options are subject to an earnings per share (EPS) performance hurdle. 10% compound EPS growth per annum is required for the performance options to vest at the expiration of their vesting period. EPS growth is 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. Vested performance options entitle the holder to one ordinary share on payment of an exercise price equal to the volume weighted average CSL share price over the week up to and including the date of grant.
Under the Employee Performance Rights Plan, 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 four 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 is carried over to the next anniversary and retested. After the fifth anniversary, any performance rights and performance options not vested 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.
Company provided loans are not available to fund the exercise of performance options under the plan.
The last grant of performance rights and options to be issued on these terms will be in 2009. As set out in section 15 (Remuneration Report) of the Directors’ Report, certain changes will be made to the Performance Rights Plan with effect from 1 January 2010.
Global Employee Share Plan (GESP)
The ‘Global Employee Share Plan’ (GESP) operates whereby employees make contributions from after tax salary up to a maximum of $3,000 per each six month 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.
38
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
27 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 and rights are settled by physical delivery of shares.
| June 2009 | Opening Balance |
Granted | Exercised | Forfeited | Lapsed | Closing balance |
Exercise Price |
Expiry date |
Vested at 30 June 2009 |
|---|---|---|---|---|---|---|---|---|---|
| Options | |||||||||
| (by grant date) | |||||||||
| 21 August 2001* | 120,000 | - | 120,000 | - | - | - | $16.44 | 20-Aug-08 | - |
| 23 July 2002* | 100,400 | - | 32,600 | - | - | 67,800 | $9.32 | 23-Jul-09 | 67,800 |
| 1 July 2003 | 203,640 | - | 194,400 | - | - | 9,240 | $4.06 | 1-Jul-10 | 9,240 |
| 2 October 2006 | 1,256,340 | - | 104,235 | 63,225 | - | 1,088,880 | $17.48 | 2-Oct-13 | 203,415 |
| 1 October 2007 | 714,600 | - | - | 25,680 | - | 688,920 | $35.46 | 30-Sep-14 | - |
| 1 April 2008 | 3,240 | - | - | - | - | 3,240 | $36.56 | 31-Mar-15 | - |
| 1 October 2008 | - | 794,720 | - | 2,540 | - | 792,180 | $37.91 | 30-Sep-15 | - |
| 1 April 2009 | - | 15,380 | - | - | - | 15,380 | $32.50 | 31-Mar-16 | - |
| 2,398,220 | 810,100 | 451,235 | 91,445 | - | 2,665,640 | 280,455 | |||
| Performance | |||||||||
| Rights | |||||||||
| (by grant date) | |||||||||
| 16 October 2003 | 90,000 | - | 90,000 | - | - | - | Nil | 27-Oct-10 | - |
| 15 December 2003 | 5,400 | - | - | - | - | 5,400 | Nil | 27-Oct-10 | 5,400 |
| 28 April 2004 | 180,000 | - | 120,000 | - | - | 60,000 | Nil | 31-Mar-11 | 60,000 |
| 21 June 2004 | 8,400 | - | - | - | - | 8,400 | Nil | 31-Mar-11 | 8,400 |
| 29 October 2004 | 45,300 | - | 7,200 | - | - | 38,100 | Nil | 25-Aug-11 | 38,100 |
| 15 July 2005 | 165,000 | - | - | - | - | 165,000 | Nil | 7-Jun-12 | 165,000 |
| 7 September 2005 | 890,850 | - | 642,506 | 3,494 | - | 244,850 | Nil | 7-Jun-12 | 244,850 |
| 7 March 2006 | 157,500 | - | - | - | - | 157,500 | Nil | 20-Dec-12 | 157,500 |
| 6 April 2006 | 114,150 | - | 98,250 | - | - | 15,900 | Nil | 20-Dec-12 | 15,900 |
| 2 October 2006 | 450,480 | - | 66,795 | 20,085 | - | 363,600 | Nil | 2-Oct-13 | 43,920 |
| 1 October 2007 | 274,980 | - | - | 9,180 | - | 265,800 | Nil | 30-Sep-14 | - |
| 1 April 2008 | 1,460 | - | - | - | - | 1,460 | Nil | 31-Mar-15 | - |
| 1 October 2008 | - | 287,860 | - | 1,080 | - | 286,780 | Nil | 30-Sep-15 | - |
| 1 April 2009 | - | 5,680 | - | - | - | 5,680 | Nil | 31-Mar-16 | - |
| 2,383,520 | 293,540 | 1,024,751 | 33,839 | - | 1,618,470 | 739,070 | |||
| GESP | |||||||||
| (by grant date) | |||||||||
| 1 March 2008 | 72,350 | - | 72,350 | - | - | - | $31.24 | 31-Aug-08 | - |
| 1 September 2008 | - | 96,417 | 96,417 | - | - | - | $31.88 | 28-Feb-09 | - |
| 1 March 2009# | - | 103,640 | - | - | - | 103,640 | $27.33 | 31-Aug-09 | - |
| 72,350 | 200,057 | 168,767 | - | - | 103,640 | ||||
| Total | 4,854,090 | 1,303,697 | 1,644,753 | 125,284 | - | 4,387,750 | 1,019,525 |
- 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 number of shares which may ultimately be issued based on entitlements granted on 1 March 2009 has been estimated based on information available as at 30 June 2009.
The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
Options $36.69 Performance Rights $34.25 GESP $37.16
39
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
27 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 2008 | Opening Balance |
Granted | Exercised | Forfeited | Lapsed | Closing balance |
Exercise Price |
Expiry date |
Vested at 30 June 2008 |
|---|---|---|---|---|---|---|---|---|---|
| Options | |||||||||
| (by grant date) | |||||||||
| 21 August 2001* | 120,000 | - | - | - | - | 120,000 | $16.44 | 20-Aug-08 | 120,000 |
| 23 August 2001* | 39,240 | - | 39,240 | - | - | - | $12.51 | 22-Aug-08 | - |
| 10 December 2001* | 18,600 | - | 18,600 | - | - | - | $16.65 | 09-Dec-08 | - |
| 23 July 2002* | 696,660 | - | 578,260 | 18,000 | - | 100,400 | $9.32 | 23-Jul-09 | 100,400 |
| 16 October 2002* | 18,000 | - | 18,000 | - | - | - | $6.89 | 16-Oct-09 | - |
| 1 July 2003 | 396,840 | - | 193,200 | - | - | 203,640 | $4.06 | 01-Jul-10 | - |
| 2 October 2006 | 1,352,340 | - | - | 96,000 | - | 1,256,340 | $17.48 | 02-Oct-13 | - |
| 1 October 2007 | - | 730,620 | - | 16,020 | - | 714,600 | $35.46 | 30-Sep-14 | - |
| 1 April 2008 | - | 3,240 | - | - | - | 3,240 | $36.56 | 31-Mar-15 | - |
| 2,641,680 | 733,860 | 847,300 | 130,020 | - | 2,398,220 | 220,400 | |||
| Performance | |||||||||
| Rights | |||||||||
| (by grant date) | |||||||||
| 16 October 2003 | 90,000 | - | - | - | - | 90,000 | Nil | 27-Oct-10 | 90,000 |
| 15 December 2003 | 49,800 | - | 44,400 | - | - | 5,400 | Nil | 27-Oct-10 | 5,400 |
| 28 April 2004 | 180,000 | - | - | - | - | 180,000 | Nil | 31-Mar-11 | 180,000 |
| 21 June 2004 | 57,900 | - | 49,500 | - | - | 8,400 | Nil | 31-Mar-11 | 8,400 |
| 29 October 2004 | 235,500 | - | 190,200 | - | - | 45,300 | Nil | 25-Aug-11 | 45,300 |
| 15 July 2005 | 165,000 | - | - | - | - | 165,000 | Nil | 07-Jun-12 | - |
| 07 September 2005 | 978,600 | - | - | 87,750 | - | 890,850 | Nil | 07-Jun-12 | - |
| 07 March 2006 | 157,500 | - | - | - | - | 157,500 | Nil | 20-Dec-12 | - |
| 06 April 2006 | 122,550 | - | - | 8,400 | - | 114,150 | Nil | 20-Dec-12 | - |
| 02 October 2006 | 487,920 | - | - | 37,440 | - | 450,480 | Nil | 02-Oct-13 | - |
| 01 October 2007 | - | 282,420 | - | 7,440 | - | 274,980 | Nil | 30-Sep-14 | - |
| 01 April 2008 | - | 1,460 | - | - | - | 1,460 | Nil | 31-Mar-15 | - |
| 2,524,770 | 283,880 | 284,100 | 141,030 | - | 2,383,520 | 329,100 | |||
| GESP | |||||||||
| (by grant date) | |||||||||
| 1 March 2007 | 70,344 | - | 70,344 | - | - | - | $22.17 | 31-Aug-07 | - |
| 1 September 2007 | - | 63,496 | 63,496 | - | - | - | $27.50 | 28-Feb-08 | - |
| 1 March 2008# | - | 65,984 | - | - | - | 65,984 | $30.35 | 31-Aug-08 | - |
| 70,344 | 129,480 | 133,840 | - | - | 65,984 | - | |||
| Total | 5,236,794 | 1,147,220 | 1,265,240 | 271,050 | - | 4,847,724 | 549,500 |
- 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 2008.
The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
Options $33.26 Performance Rights $32.39 GESP $35.56
40
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
27 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:
| 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 | $1.53 | $4.03 | $4.06 | 37.0% | 3–5 years |
2.5% | 5.60% |
| 2 October 2006 – Tranche 1 | $5.71 | $18.01 | $17.48 | 27.0% | 2 years |
1.5% | 5.67% |
| 2 October 2006 – Tranche 2 | $5.83 | $18.01 | $17.48 | 27.0% | 3 years |
1.5% | 5.67% |
| 2 October 2006 – Tranche 3 | $5.96 | $18.01 | $17.48 | 27.0% | 4 years |
1.5% | 5.67% |
| 1 October 2007 – Tranche 1 | $12.06 | $35.93 | $35.46 | 29.0% | 2 years |
1.5% | 6.45% |
| 1 October 2007 – Tranche 2 | $12.33 | $35.93 | $35.46 | 29.0% | 3 years |
1.5% | 6.45% |
| 1 October 2007 – Tranche 3 | $12.59 | $35.93 | $35.46 | 29.0% | 4 years |
1.5% | 6.45% |
| 1 April 2008 – Tranche 1 | $12.64 | $36.56 | $36.23 | 32.0% | 2 years |
1.5% | 6.00% |
| 1 April 2008 – Tranche 2 | $12.92 | $36.56 | $36.23 | 32.0% | 3 years |
1.5% | 6.00% |
| 1 April 2008 – Tranche 3 | $13.18 | $36.56 | $36.23 | 32.0% | 4 years |
1.5% | 6.00% |
| 1 October 2008 – Tranche 1 | $13.31 | $38.75 | $37.91 | 33.0% | 2 years |
1.5% | 5.22% |
| 1 October 2008 – Tranche 2 | $13.58 | $38.75 | $37.91 | 33.0% | 3 years | 1.5% | 5.22% |
| 1 October 2008 – Tranche 3 | $13.85 | $38.75 | $37.91 | 33.0% | 4 years | 1.5% | 5.22% |
| 1 April 2009 – Tranche 1 | $9.27 | $32.10 | $32.50 | 33.0% | 2 years | 1.5% | 3.94% |
| 1 April 2009 – Tranche 2 | $9.73 | $32.10 | $32.50 | 33.0% | 3 years | 1.5% | 3.94% |
| 1 April 2009 – Tranche 3 | $10.15 | $32.10 | $32.50 | 33.0% | 4 years | 1.5% | 3.94% |
| Performance Rights (by grant date) | |||||||
| 16 October 2003 | $3.51 | $5.42 | Nil | 37.0% | 4 years |
2.5% | 5.61% |
| 15 December 2003 | $3.78 | $5.84 | Nil | 37.0% | 4 years |
2.5% | 5.79% |
| 28 April 2004 | $5.05 | $7.64 | Nil | 35.0% | 4 years |
2.0% | 5.71% |
| 21 June 2004 | $4.78 | $7.24 | Nil | 34.0% | 4 years |
2.0% | 5.63% |
| 29 October 2004 | $6.90 | $9.60 | Nil | 34.0% | 4 years |
2.0% | 5.32% |
| 15 July 2005 | $8.17 | $11.63 | Nil | 27.0% | 4 years |
1.5% | 5.19% |
| 7 September 2005 | $8.13 | $11.58 | Nil | 27.0% | 4 years |
1.5% | 5.10% |
| 7 March 2006 | $14.53 | $17.75 | Nil | 27.0% | 4 years |
1.5% | 5.37% |
| 6 April 2006 | $14.32 | $17.80 | Nil | 27.0% | 4 years |
1.5% | 5.51% |
| 2 October 2006 – Tranche 1 | $14.20 | $18.01 | Nil | 27.0% | 2 years | 1.5% | 5.67% |
| 2 October 2006 – Tranche 2 | $13.32 | $18.01 | Nil | 27.0% | 3 years | 1.5% | 5.67% |
| 2 October 2006 – Tranche 3 | $12.47 | $18.01 | Nil | 27.0% | 4 years | 1.5% | 5.67% |
| 1 October 2007 – Tranche 1 | $28.65 | $35.93 | Nil | 29.0% | 2 years |
1.5% | 6.45% |
| 1 October 2007 – Tranche 2 | $26.78 | $35.93 | Nil | 29.0% | 3 years | 1.5% | 6.45% |
| 1 October 2007 – Tranche 3 | $25.20 | $35.93 | Nil | 29.0% | 4 years | 1.5% | 6.45% |
| 1 April 2008 – Tranche 1 | $30.27 | $36.56 | Nil | 32.0% | 2 years |
1.5% | 6.00% |
| 1 April 2008 – Tranche 2 | $29.06 | $36.56 | Nil | 32.0% | 3 years |
1.5% | 6.00% |
| 1 April 2008 – Tranche 3 | $27.57 | $36.56 | Nil | 32.0% | 4 years |
1.5% | 6.00% |
| 1 October 2008 – Tranche 1 | $33.30 | $38.75 | Nil | 33.0% | 2 years |
1.5% | 5.22% |
| 1 October 2008 – Tranche 2 | $31.72 | $38.75 | Nil | 33.0% | 3 years |
1.5% | 5.22% |
| 1 October 2008 – Tranche 3 | $30.15 | $38.75 | Nil | 33.0% | 4 years |
1.5% | 5.22% |
| 1 April 2009 – Tranche 1 | $27.55 | $32.10 | Nil | 33.0% | 2 years |
1.5% | 3.94% |
| 1 April 2009 – Tranche 2 | $26.55 | $32.10 | Nil | 33.0% | 3 years |
1.5% | 3.94% |
| 1 April 2009 – Tranche 3 | $25.50 | $32.10 | Nil | 33.0% | 4 years |
1.5% | 3.94% |
41
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 27 | Share based payments (continued) Fair Value1 Share Price Exercise Price Expected volatility2 Life assumption Expected dividend yield Risk free interest rate |
|---|---|
| GESP (by grant date) 3 1 September 2007 $5.77 $32.35 $27.50 29.0% 6 months 1.5% 6.45% 1 March 2008 $5.51 $36.75 $31.24 32.0% 6 months 1.5% 6.00% 1 September 2008 $5.62 $37.50 $31.88 33.0% 6 months 1.5% 5.22% 1 March 2009 $4.82 $32.15 $27.33 33.0% 6 months 1.5% 3.94% |
1 Options and rights granted are subject to a service condition. Options are also subject to a non-market vesting condition based on earnings per share. Service conditions and non-market conditions are not taken into account in the determination of fair value at grant date. Contrastingly, grants of rights are also subject to a market vesting condition based on total shareholder returns, a condition which is taken into account when the fair value of rights is determined.
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.
42
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 Key management personnel disclosures
The following were key management personnel of the Group at any time during the 2009 and 2008 financial years and unless otherwise indicated they were key management personnel during the whole of those financial years:
| Non-executive directors | Executive directors |
|---|---|
| E A Alexander (Chairman) | B A McNamee (Chief Executive Officer and Managing Director) |
| J Akehurst | A M Cipa (Finance Director) |
| D W Anstice (appointed 2 Sept 2008) | Executives |
| I A Renard | P Turner (President, CSL Behring) |
| M A Renshaw | C Armit (President, CSL Biotherapies, retired 31 Dec 2007) |
| K J Roberts (retired 15 Oct 2008) | A Cuthbertson (Chief Scientific Officer) |
| J Shine | P Turvey (Company Secretary / General Counsel, ceased to be a KMP 31 Dec 2008) |
| D J Simpson | E Bailey (Company Secretary, appointed 1 Jan 2009) |
| G Boss (General Counsel, appointed 1 Jan 2009) | |
| T Giarla (President, CSL Bioplasma, ceased to be a KMP 29 Feb 2008) | |
| A von Bibra (General Manager Human Resources, resigned 31 Dec 2008 ) | |
| J Lever (Senior Vice President Human Capital, appointed 1 June 2009) | |
| M Sontrop (General Manager, CSL Biotherapies Australia & New Zealand) | |
| J Davies (General Manager, CSL Bioplasma, appointed 1 March 2008) |
(a) Total compensation for key management personnel
| Consolidated Group $ $ |
Parent Company $ $ |
|
|---|---|---|
| Short term Salary and Fees Short term incentive cash bonus Non-monetarybenefits |
2009 2008 7,935,050 7,407,484 2,852,237 2,879,478 41,307 170,553 |
2009 2008 6,374,401 6,472,756 2,104,087 2,379,327 15,384 158,209 |
| Total | 10,828,594 10,457,515 |
8,493,872 9,010,292 |
| Post-employment Pension benefits Retirement benefits |
938,482 1,291,873 263,725 3,187 |
680,598 784,835 263,725 3,187 |
| Total | 1,202,207 1,295,060 |
944,323 788,022 |
| Other long-term - Long service leave and equivalents |
434,608 467,717 |
305,138 356,204 |
| Deferred cash incentive | 560,000 583,822 |
560,000 583,822 |
| Termination benefits | 521,285 - |
521,285 - |
| Share-based payments Equity settled performance rights Equitysettled options |
2,742,344 2,505,205 2,049,993 1,422,084 |
2,241,153 2,109,762 1,663,141 1,212,546 |
| 4,792,337 3,927,289 |
3,904,294 3,322,308 |
|
| Total | 18,339,031 16,731,403 |
14,728,912 14,060,648 |
43
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 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 | 2009 2008 |
944,914 1,174,820 |
16,163 33,522 |
619,760 745,154 |
6 5 |
| 2009 | - | - | - | - | |
| Total for other related parties | 2008 | - | - | - | - |
| Total for key management personnel | 2009 | 944,914 | 16,163 | 619,760 | 6 |
| and their related parties | 2008 | 1,174,820 | 33,522 | 745,154 | 5 |
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 | Balance at | Highest owing | Interest | Interest not | |
|---|---|---|---|---|---|
| 1July 2008 | 30 June 2009 | inperiod | charged | charged | |
| $ | $ | $ | $ | $ | |
| Key Management | |||||
| Personnel | |||||
| A M Cipa | 43,122 | - | 43,122 | - | - |
| P Turner | 110,000 | - | 110,000 | - | - |
| A Cuthbertson | 420,000 | 420,000 | 420,000 | 12,760 | 10,298 |
| P Turvey | 139,850 | - | 139,850 | - | 1,304 |
| A von Bibra | 32,182 | - | 32,182 | - | - |
| E Bailey | 199,760 | 199,760 | 240,363 | 3,403 | 7,563 |
| Total | 944,914 | 619,760 | 985,517 | 16,163 | 19,165 |
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 5.49% (2008: 9.59%).
(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 Group has a number of contractual relationships, including property leases and collaborative research arrangements, with the University of Melbourne of which Mr Ian Renard was the Chancellor until 10 January 2009 and of which 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.
44
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 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:
| Key management person |
Balance at 1 July 2008 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2009 |
Number Vested during the year |
Vested and exercisable at 30 June 2009 |
Unvested at 30 June 2009 |
|---|---|---|---|---|---|---|---|---|
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra J Lever |
236,400 87,840 87,840 50,280 38,340 25,140 38,460 47,520 32,100 36,240 - |
74,880 33,720 33,720 16,840 - 2,220 15,040 18,420 18,420 - - |
- - 14,535 8,130 - 18,600 9,600 15,000 - 12,600 - |
- - - - - - - - - 23,640 - |
311,280 121,560 107,025 58,990 38,340 8,760 43,900 50,940 50,520 - - |
39,690 14,535 14,535 8,130 6,345 1,080 4,740 5,310 5,310 4,680 - |
39,690 14,535 - - 6,345 1,080 4,740 5,310 5,310 - - |
271,590 107,025 107,025 58,990 31,995 7,680 39,160 45,630 45,210 - - |
| **Total ** | 680,160 | 213,260 | 78,465 | 23,640 | 791,315 | 104,355 | 77,010 | 714,305 |
The assumptions inherent in the valuation of options granted to key management personnel, amongst others, during the financial year and the fair value of each option granted are set out in Note 27(c).
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 27.
(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:
| Key management person |
Balance at 1 July 2008 |
Number Granted |
Number Exercised |
Number Lapsed / Forfeited |
Balance at 30 June 2009 |
Number Vested during the year |
Vested and exercisable at 30 June 2009 |
Unvested at 30 June 2009 |
|---|---|---|---|---|---|---|---|---|
| Executive Directors B A McNamee A M Cipa Other executives P Turner A Cuthbertson P Turvey E Bailey G Boss M Sontrop J Davies A von Bibra J Lever |
513,480 176,340 114,990 57,870 42,270 9,840 21,690 31,830 20,010 18,360 - |
21,600 9,720 9,720 4,860 - 960 4,340 5,300 5,300 - - |
210,000 - 92,940 45,150 32,625 - 14,445 23,625 - 11,280 - |
- - - - - - - - - 7,080 - |
325,080 186,060 31,770 17,580 9,645 10,800 11,585 13,505 25,310 - - |
244,230 94,290 - 92,940 45,150 32,625 3,180 14,445 23,625 11,925 11,280 - |
244,230 154,290 - - - 7,380 - - 11,925 - - |
80,850 31,770 31,770 17,580 9,645 3,420 11,585 13,505 13,385 - - |
| Total | 1,006,680 | 61,800 | 430,065 | 7,080 | 631,335 | 573,690 | 417,825 | 213,510 |
45
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 Key management personnel disclosures (continued)
The assumptions inherent in the valuation of performance rights granted to key management personnel, amongst others, during the financial year and the fair value of each option granted are set out in Note 27(c).
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.
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 2009 | 30 | June 2008 | ||||
|---|---|---|---|---|---|---|
| Date Option Granted |
Number of shares |
Paid per share $ |
Date Option Granted |
Number of shares |
Paid per share $ |
|
| C Armit | 23 July 2002 | 30,000 | 9.32 | |||
| P Turvey | 23 July 2002 | 30,000 | 9.32 | |||
| T Giarla | 21 August 2001 | 30,000 | 12.51 | |||
| J Davies | 23 July 2002 | 18,000 | 9.32 | |||
| P Turner | 2 October 2006 | 14,535 | 17.48 | 23 July 2002 | 90,000 | 9.32 |
| M Sontrop | 1 July 2003 | 15,000 | 4.06 | 1 July 2003 | 15,000 | 4.06 |
| A Cuthbertson | 2 October 2006 | 8,130 | 17.48 | 23 July 2002 | 45,000 | 9.32 |
| A von Bibra | 1 July 2003 | 7,920 | 4.06 | 1 July 2003 | 7,920 | 4.06 |
| A von Bibra | 2 October 2006 | 4,680 | 17.48 | |||
| E Bailey | 1 July 2003 | 18,600 | 4.06 | |||
| G Boss | 1 July2003 | 9,600 | 4.06 | |||
| Total | 78,465 | 265,920 |
There are no amounts unpaid on the shares issued as a result of the exercise of options.
46
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 Key management personnel disclosures (continued)
(f) Exercise of equity instruments granted as compensation (continued)
During the reporting period, persons who were key management personnel were issued the following shares on the exercise of performance rights granted as compensation:
| 30 June 2009 | 30 June 2008 | 30 June 2008 | ||
|---|---|---|---|---|
| Date | Date | |||
| Performance | Number of | Performance | Number of | |
| Right | shares | Right | Shares | |
| Granted | Granted | |||
| B McNamee | 26 October 2003 | 90,000 | - | - |
| 30 March 2004 | 120,000 | - | - | |
| P Turner | 7 June 2005 | 52,950 | - | - |
| 20 December 2005 | 35,700 | - | - | |
| 2 October 2006 | 4,290 | - | - | |
| A Cuthbertson | 7 June 2005 | 15,750 | - | - |
| 20 December 2005 | 27,000 | - | - | |
| 2 October 2006 | 2,400 | - | - | |
| P Turvey | 7 June 2005 | 18,750 | - | - |
| 20 December 2005 | 12,000 | - | - | |
| 2 October 2006 | 1,875 | - | - | |
| G Boss | 7 June 2005 | 13,050 | - | - |
| 2 October 2006 | 1,395 | - | - | |
| A von Bibra | 7 June 2005 | 9,900 | - | - |
| 2 October 2006 | 1,380 | - | - | |
| M Sontrop | 7 June 2005 | 22,050 | - | - |
| 2 October 2006 | 1,575 | - | - | |
| C Armit | 29 October 2004 | 18,000 | ||
| T Giarla | 29 October 2004 | 18,000 | ||
| Total | 430,065 | 36,000 |
No amount is payable on the exercise of performance rights.
47
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
28 Key management personnel disclosures (continued)
(g) Key management personnel shareholdings
Movements in the respective shareholdings of key management personnel during the year ended 30 June 2009 are set out below.
| Movements in | Balance at | Shares acquired | Shares acquired | (Shares sold)/ | Balance at |
|---|---|---|---|---|---|
| shares | 1 July 2008 | on exercise of | on exercise of | Purchased | 30 June 2009 |
| performance | options during | ||||
| rights during year | year | ||||
| Non-Executive | |||||
| Directors | |||||
| E A Alexander | 24,722 | - | - | 2,831 | 27,553 |
| J Akehurst | 22,239 | - | - | 6,752 | 28,991 |
| D W Anstice | - | - | - | 5,696 | 5,696 |
| I A Renard | 22,419 | - | - | 1,123 | 23,542 |
| M A Renshaw | 5,277 | - | - | 980 | 6,257 |
| K J Roberts | 17,814 | - | - | 682 | 18,496 |
| J Shine | 1,836 | - | - | 1,143 | 2,979 |
| D J Simpson | 1,323 | - | - | 1,116 | 2,439 |
| Executive Directors | |||||
| B A McNamee | 625,533 | 210,000 | - | 136 | 835,669 |
| A M Cipa | 25,641 | - | - | 136 | 25,777 |
| Executives | |||||
| P Turner | 74,526 | 92,940 | 14,535 | (18,825) | 163,176 |
| A Cuthbertson | 79,437 | 45,150 | 8,130 | 136 | 132,853 |
| P Turvey | 19,441 | 32,625 | - | (47,299) | 4,767 |
| E Bailey | 13,816 | - | 18,600 | (18,410) | 14,006 |
| G Boss | 3,912 | 14,445 | 9,600 | (26,384) | 1,573 |
| A von Bibra | 10,502 | 11,280 | 12,600 | (12,748) | 21,634 |
| J Lever | - | - | - | - | |
| M Sontrop | 21,835 | 23,625 | 15,000 | (14,810) | 45,650 |
| J Davies | 14,463 | - | - | 272 | 14,735 |
| Total | 984,736 | 430,065 | 78,465 | (117,473) | 1,375,793 |
There have been no movements in shareholdings of key management personnel between 30 June 2009 and the date of this report.
48
CSL Limited and its controlled entities Notes to the Financial Statements
for the year ended 30 June 2009
29 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 32) and with its key management personnel (see note 28).
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 wholly owned subsidiaries are set out in the notes 7, 14 and 16.
Partly owned subsidiaries
- No transactions occurred during the year.
Amounts receivable from partly owned subsidiaries are set out in the note 7.
Transactions with key management personnel and their related parties
Disclosures relating to key management personnel are disclosed in note 28.
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 26.
Ownership interests in related parties
The ownership interests in related parties in the Group are disclosed in note 32. All transactions with subsidiaries have been eliminated on consolidation.
49
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| Consolidated | Group | Parent | Company |
|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
| $ | $ | $ | $ |
30 Remuneration of Auditors
| (a) (b) 31 (a) |
During the year the following fees were paid or were payable for services provided by the auditor of the parent entity and its related practices: Audit services Ernst & Young 845,446 820,143 845,446 820,143 Ernst & Youngrelatedpractices 2,645,333 2,363,235 - - |
|---|---|
| Total remuneration for audit services 3,490,779 3,183,378 845,446 820,143 |
|
| Other services Ernst & Young - due diligence / completion audits - 48,668 - 48,668 - compliance and other services 52,000 57,660 - 57,660 Ernst & Young related practices - due diligence / completion audits 21,481 697,902 - - - compliance and other services 170,554 15,356 - - |
|
| Total remuneration for non audit services 244,035 819,586 - 106,328 |
|
| Total remuneration for all services rendered 3,734,814 4,002,964 845,446 926,471 |
|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Commitments and contingencies Operating leases Commitments for minimum lease payments in relation to non cancellable operating leases are payable as follows: Not later than one year 38,305 30,076 1,415 1,199 Later than one year but not later than five years 97,231 76,533 1,313 1,264 Later than fiveyears 132,220 116,296 62 123 |
|
| 267,756 222,905 2,790 2,586 |
Operating leases entered into relate predominantly to leased land and rental properties. The leases have varying terms and renewal rights. Rental payments under the leases are predominantly fixed, but generally contain inflation escalation clauses. No operating lease contains restrictions on financing or other leasing activities.
50
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| 31 (b) |
Consolidated Group Parent Company |
|---|---|
| 2009 2008 2009 2008 $000 $000 $000 $000 |
|
| Commitments and contingencies (continued) Finance leases Commitments in relation to finance leases are payable as follows: Not later than one year 5,484 4,900 - - Later than one year but not later than five years 20,000 17,786 - - Later than fiveyears 40,709 38,972 - - |
|
| Total minimum lease payments 66,193 61,658 - - Future finance charges (22,863) (23,833) - - |
|
| Finance lease liability 43,330 37,825 - - |
|
| The present value of finance lease liabilities is as follows: Not later than one year 3,229 2,744 - - Later than one year but not later than five years 12,381 9,962 - - Later than fiveyears 27,720 25,119 - - |
|
| 43,330 37,825 - - |
|
| Finance lease – current liability (refer note 15) 3,229 2,744 - - Finance lease – non-current liability (refer note 15) 40,101 35,081 - - |
|
| 43,330 37,825 - - |
Finance leases entered into relate predominantly to leased plant and equipment. The leases have varying terms but lease payments are generally fixed for the life of the agreement. In some instances, at the end of the lease term the Group has the option to purchase the equipment. No finance leases contain restrictions on financing or other leasing activities.
(c) Total lease liability
| (c) | Total lease liability |
|---|---|
| (d) | Current Finance leases (refer note 15) 3,229 2,744 - - Surplus lease space(refer note 17) 77 195 - - |
| 3,306 2,939 - - Non-current Finance leases(refer note 15) 40,101 35,081 - - |
|
| 43,407 38,020 - - |
|
| Capital commitments Capital expenditure contracted for at balance date but not provided for in the financial statements, payable: Not later than one year 86,744 68,733 26,977 13,814 Later than one year but not later than five years - 3,642 - - Later than fiveyears - -- - |
|
| 86,744 72,375 26,977 13,814 |
(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.
51
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| Consolidated | Group | Parent | Company |
|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 |
| $ | $ | $ | $ |
31 Commitments and contingencies (continued)
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 Group entities. The maximum liability that could arise, for which no provisions are included in the financial statements is as follows:
Service agreements
10,404 9,543 6,544 6,623
Litigation
The Group has recently been served with two lawsuits filed in the US courts alleging that the Group and a competitor had conspired to restrict output and artificially increase the price of plasma-derived therapies in the US. Both actions were filed by individual, private hospital groups but were filed as class actions. The Group believes that these lawsuits are unsupported by fact and without merit and will robustly defend against these suits.
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.
52
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
32 Controlled Entities
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1.
| Country of incorporation | Percentage | Owned | ||
|---|---|---|---|---|
| 2009 | 2008 | |||
| % | % | |||
| Company: | ||||
| CSL Limited | Australia | |||
| Subsidiaries of CSL Limited: | ||||
| CSL Employee Share Trust | Australia | 100 | 0 | (d) |
| CSL Biotherapies Pty Ltd | Australia | 100 | 100 | |
| 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 | 100 | |
| Zenyth Operations Pty Ltd | Australia | 100 | 100 | |
| Amrad Pty Ltd | Australia | 100 | 100 | |
| 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) |
| CSL Behring (Switzerland) AG | Switzerland | 100 | 100 | (a)(c) |
| 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 | 0 | 100 | (a)(b) |
| CSL Plasma 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) |
| CSL Plasma GmbH | Germany | 100 | 100 | (a) |
| CSL Behring GmbH | Germany | 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 B.V | Netherlands | 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) |
53
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
-
(a) Audited by affiliates of the Company auditors.
-
(b) CSL Behring Sales Force Inc was merged with CSL Behring LLC on 1 April 2009
-
(c) CSL Behring (Switzerland) AG was sold by CSL Behring GmbH to CSL Behring AG on 22 June 2009
-
(d) Special purpose vehicle established during the year to facilitate CSL’s employee share scheme
33 Deed of Cross Guarantee
On 28 June 2007, a deed of cross guarantee was executed between CSL Limited and some of its wholly owned entities, namely CSL International Pty Ltd, CSL Finance Pty Ltd, CSL Biotherapies Pty Ltd and Zenyth Therapeutics Pty Ltd. Under this deed, each company guarantees the debts of the others. By entering into the deed, these specific wholly owned entities have been relieved from the requirement to prepare a financial report and directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission.
The entities that are parties to the deed represent a ‘Closed Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by CSL Limited they also represent the ‘Extended Closed Group’. In respect to the Closed Group comprising the aforementioned entities, set out below is a consolidated income statement and a summary of movements in consolidated retained profits for the year ended 30 June 2009 and a consolidated balance sheet as at that date.
| Income Statement | Consolidated | Group |
|---|---|---|
| 2009 | 2008 | |
| $000 | $000 | |
| Continuing operations | ||
| Sales revenue | 686,063 | 666,088 |
| Cost of sales | (412,843) | (360,739) |
| Gross profit | 273,220 | 305,349 |
| Sundry revenues | 341,515 | 198,277 |
| Dividend income | 244,993 | 333,616 |
| Interest income | 45,193 | 49,084 |
| Research and development expenses | (175,614) | (130,357) |
| Selling and marketing expenses | (69,451) | (74,738) |
| General and administration expenses | (125,259) | (114,595) |
| Finance costs | (20,269) | (28,387) |
| Profit before income tax expense | 514,328 | 538,249 |
| Income tax(expense)/ benefit | 6,634 | (47,164) |
| Profit for theyear | 520,962 | 491,085 |
54
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
| Consolidated | Group |
|---|---|
| 2009 | 2008 |
| $000 | $000 |
33 Deed of Cross Guarantee (continued)
| Balance sheet CURRENT ASSETS Cash and cash equivalent 2,078,414 513,897 Trade and other receivables 121,853 508,317 Current tax assets 17,414 - Inventories 122,604 120,324 |
|
|---|---|
| Total Current Assets 2,340,285 1,142,538 |
|
| NON-CURRENT ASSETS Trade and other receivables 279,176 198,901 Other financial assets 1,797,493 1,235,573 Property, plant and equipment 379,849 348,242 Deferred tax assets 30,070 22,133 Intangible assets 37,497 57,550 Retirement benefit assets - 3,518 |
|
| Total Non-Current assets 2,524,085 1,865,917 |
|
| TOTAL ASSETS 4,864,370 3,008,455 |
|
| CURRENT LIABILITIES Trade and other payables 287,290 145,881 Interest-bearing liabilities and borrowings 200,648 16,540 Current tax liabilities - 54,157 Provisions 31,798 30,328 Deferredgovernmentgrants 469 469 |
|
| Total Current Liabilities 520,205 247,375 |
|
| NON-CURRENT LIABILITIES Trade and other payables 54 994 Interest-bearing liabilities and borrowings 177,607 548,013 Deferred tax liabilities 11,997 14,704 Provisions 6,573 6,687 Deferred government grants 12,083 6,950 Retirement benefit liabilities 2,772 - |
|
| Total Non-Current Liabilities 211,086 577,348 |
|
| TOTAL LIABILITIES 731,291 824,723 |
|
| NET ASSETS 4,133,079 2,183,732 |
|
| EQUITY Contributed equity 2,760,207 1,034,337 Reserves 66,349 38,608 Retained earnings 1,306,523 1,110,787 |
|
| TOTAL EQUITY 4,133,079 2,183,732 |
|
| Summary of movements in consolidated retained earnings of the Closed Group Retained earnings at beginning of the financial year 1,110,787 850,107 Net profit 520,962 491,085 Actuarial gain / (loss) on defined benefit plans, net of tax (5,734) (2,974) Dividendsprovided for orpaid (319,492) (227,431) |
|
| Retained earnings at the end of the financialyear 1,306,523 1,110,787 |
55
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies
The Group’s principal financial instruments comprise receivables, payables, bank loans and overdrafts, unsecured notes, lease liabilities, available for sale assets and derivative instruments.
The Group’s activities expose it to a variety of financial risks: market risk (including currency and interest rate risk), credit risk and liquidity risk. The Group’s policy is to use derivative financial instruments, such as foreign exchange contracts and interest rate swaps, to manage specifically identified risks as approved by the board of directors. The objective of the policy is to support the delivery of the Group’s financial targets whilst protecting future financial security. The accounting policy applied by the Group in respect to derivative financial instruments is outlined in note 1(v). Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks.
Market Risk
- Foreign exchange risk
The Group and parent entity operate internationally and are exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency other than the entity’s functional currency and net investments in foreign operations. The Group’s Treasury risk management policy is to hedge contractual commitments denominated in a foreign currency.
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 table below summarises by currency the Australian dollar value of forward exchange agreements at balance date. Foreign currency amounts are translated at rates prevailing at reporting date. 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.
| Average | 2009 | 2008 | ||||||
|---|---|---|---|---|---|---|---|---|
| Exchange Rate | Buy | Sell | Buy | Sell | ||||
| Currency | 2009 | 2008 | $000 | $000 | $000 | $000 | ||
| US dollars | ||||||||
| 3 months or less | 0.8113 |
0.9594 | - | (97,146) | 5,180 | (277,820) | ||
| Swiss francs | ||||||||
| 3 months or less | 0.8767 |
0.9872 | 148,561 | (24,457) | 112,535 | (21,877) | ||
| Argentina Peso | ||||||||
| 3 months or less | 3.0738 |
2.8558 | - | (9,272) | - | (9,017) | ||
| Euro | ||||||||
| 3 months or less | 0.5737 |
0.6082 | 211,299 | (173,170) | 146,686 | (118,795) | ||
| Pounds sterling | ||||||||
| 3 months or less | 0.4875 |
0.4767 | 3,815 | (31,454) | - | (4,780) | ||
| Hungarian Florint | ||||||||
| 3 months or less | 158.25 |
139.79 | - | (2,891) | - | (1,237) | ||
| Japanese Yen | ||||||||
| 3 months or less | 77.82 |
101.92 | - | (15,721) | - | (14,329) | ||
| Swedish Kroner | ||||||||
| 3 months or less | 6.1996 |
5.7198 | - | (10,592) | - | (14,799) | ||
| Danish Kroner | ||||||||
| 3 months or less | 4.2789 |
4.5188 | 1,439 | (2,211) | 843 | (3,121) | ||
| Mexican Peso | ||||||||
| 3 months or less | 10.6936 |
9.4658 | 7,469 | (36,714) | - | (22,470) | ||
| Brazilian Real | ||||||||
| 3 months or less | 1.5854 |
- | - | (1,451) | - | - | ||
| New Zealand Dollar | ||||||||
| 3 months or less | 1.2400 |
- | 484 | - | - | - | ||
| Australian dollars | ||||||||
| 3 months or less | 0.7853 |
0.9596 | 39,897 | (7,885) | 231,268 | (8,267) | ||
| 412,964 | (412,964) | 496,512 | (496,512) |
56
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
The Group reduces its foreign exchange risk on net investments in foreign operations, by denominating external borrowings in currencies that match the currencies of its foreign investments.
Included in Interest Bearing Liabilities (refer note 15) as at 30 June 2009, are Unsecured Notes amounting to US$65.8m (2008: US$72.72m) and EUR 63.1m (2008: EUR 65.50m) that are designated as a hedge of the Group’s investment in CSL Holdings Inc and CSL Behring GmbH. A net foreign exchange loss of $23.1m (2008: gain of $6.7m) was recognised in equity on translation of these borrowings to Australian Dollars.
Included in Interest Bearing Liabilities (refer note 15) as at 30 June 2009, are Bank Loans amounting to CHF 160m (2008: CHF nil, EUR 130m) that are designated as a hedge of the Group’s investment in CSL Behring AG. A net foreign exchange gain of $29.0m (2008: loss of $7.3m) was recognised in equity on translation of these borrowings to Australian Dollars.
There was no ineffectiveness recognised on this hedging during the year.
2. Interest rate risk
The Group is 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 2009, no derivative financial instruments hedging interest rate risk were outstanding (2008: Nil).
The following tables summarise interest rate risk for financial assets and financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.
| Fixed | interest rate maturing | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Group – June 2009 | 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 | 2,528,097 |
- | - |
- |
- | 2,528,097 | 2.7% | |
| Trade and other receivables | - |
- | - |
- | 896,109 | 896,109 | - | |
| Other financial assets | - |
- | - |
- | 9,251 | 9,251 | - | |
| 2,528,097 |
- | - |
- | 905,360 | 3,433,457 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - |
- | - |
- | 663,818 | 663,818 | - | |
| Bank loans – unsecured | 401,986 |
- | - |
- |
- | 401,986 | 0.6% | |
| Bank overdraft – unsecured | 5,905 |
- | - |
- |
- | 5,905 | 8.9% | |
| Senior unsecured notes | - | 17,706 | 248,851 |
- |
- | 266,557 | 5.2% | |
| Lease liabilities | - | 3,229 | 12,381 | 27,720 |
- | 43,330 | 5.7% | |
| Other financial liabilities | - |
- | - |
- | 873 | 873 | - | |
| 407,891 | 20,935 | 261,232 |
27,720 | 664,691 | 1,382,469 |
57
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
| Fixed | interest rate maturing | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Group – June 2008 | 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 | 701,590 | - | - |
- | - | 701,590 | 6.7% | |
| Trade and other receivables | - | - | - |
- | 717,550 | 717,550 | - | |
| Other financial assets | - | - | - |
- | 9,955 | 9,955 | - | |
| 701,590 | - | - |
- | 727,505 | 1,429,095 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - | - | - |
- | 444,723 | 444,723 | - | |
| Bank loans – unsecured | 658,254 | - | - |
- | - | 658,254 | 3.5% | |
| Bank overdraft – unsecured | 5,994 | - | - |
- | - | 5,994 | 6.0% | |
| Senior unsecured notes | - | 15,313 | 235,800 |
- | - | 251,113 | 5.2% | |
| Lease liabilities | - | 2,744 | 9,962 | 25,119 | - | 37,825 | 6.4% | |
| Other financial liabilities | - | - | - |
- | 167 | 167 | - | |
| 664,248 | 18,057 | 245,762 | 25,119 | 444,890 | 1,398,076 |
(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 | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Parent Company – June 2009 | 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 | - |
- | - |
- | 2,906,420 | 2,906,420 | - | |
| Other financial assets | - |
- | - |
- | 1,348,974 | 1,348,974 | - | |
| - |
- | - |
- | 4,255,394 | 4,255,394 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - |
- | - |
- | 1,149,211 | 1,149,211 | - | |
| Bank Overdrafts – Unsecured | 55,055 |
- | - |
- | - | 55,055 | 8.9% | |
| 55,055 |
- | - |
- | 1,149,211 | 1,204,266 |
58
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
| Fixed | interest rate maturing | in | ||||||
|---|---|---|---|---|---|---|---|---|
| Parent Company – June 2008 | 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 | - | - | - |
- | 676,656 | 676,656 | - | |
| Other financial assets | - | - | - |
- | 1,340,144 | 1,340,144 | - | |
| - | - | - |
- | 2,016,800 | 2,016,800 | |||
| Financial Liabilities | ||||||||
| Trade and other payables | - | - | - |
- | 684,820 | 684,820 | - | |
| Bank Overdrafts – Unsecured | 5,789 | - | - |
- | - | 5,789 | 6.0% | |
| 5,789 | - | - |
- | 684,820 | 690,609 |
(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.
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 2009 it is estimated that a general movement of one percentage point in the interest rates applicable to floating rate unsecured bank loans would have changed the Group’s profit after tax by approximately $2.6 million. This calculation is based on applying a 1% movement to the total of the Group’s unsecured bank loans at year end. All other interest bearing debt amounts are subject to fixed rate and therefore not subject to interest rate movements in the ordinary course.
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 $8.3m for the year ended 30 June 2009 comprising $3.9m, $3.7m, $0.3m and $0.4m against the Euro, Swiss Franc, US Dollar and all other currencies respectively. 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 translation of the foreign currency denominated financial statements of various Group entities.
These sensitivity estimates may not apply in future years due to changes in the mix of profits derived in different currencies and in the Group’s net debt levels.
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’s policy is to only invest its cash and cash equivalent financial assets with financial institutions having a credit rating of at least ‘A’ or better, as assessed by independent rating agencies.
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 provision for impairment, of each financial asset in the balance sheet.
59
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
The credit quality of financial assets that are neither past due, nor impaired is as follows:
| For the year ended 30 June 2009 Cash and cash equivalents Trade and other receivables Other financial assets For the year ended 30 June 2008 Cash and cash equivalents Trade and other receivables Other financial assets |
Financial Institutions Governments Hospitals Buying Groups Other Total |
|---|---|
| 2,528,097 - - - - 2,528,097 1,388 52,831 301,889 267,506 272,495 896,109 9,251 - - - - 9,251 |
|
| 2,538,736 52,831 301,889 267,506 272,495 3,433,457 |
|
| 701,590 - - - - 701,590 3,290 53,363 251,171 201,239 208,487 717,550 9,955 - - - - 9,955 |
|
| 714,835 53,363 251,171 201,239 208,487 1,429,095 |
The Group has not renegotiated any material collection/repayment terms of any financial assets in the current financial year.
An analysis of trade receivables that are past due and, where required, the associated provision for impairment is as follows. All other financial assets are less than 30 days overdue.
| For the year ended 30 June 2009: Trade and other receivables: current but not overdue 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 2008: Trade and other receivables: current but not overdue less than 30 days overdue more than 30 but less than 90 days overdue more than 90 days overdue |
Trade receivables which are: Not impaired Impaired Provision for impairment $000 $000 $000 497,175 - - 92,628 - - 48,065 - - 121,018 20,254 20,254 |
|---|---|
| 758,886 20,254 20,254 |
|
| 391,033 - - 93,624 - - 46,378 - - 64,206 20,415 20,415 |
|
| 595,241 20,415 20,415 |
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. A provision for impairment 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.
60
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
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 prudent gearing level and strong cash flows. 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 2009 | 1 year or less |
Over 1 year to 5 years |
Over 5 years |
Total |
| $’000 | $’000 | $’000 | $’000 | |
| Financial Liabilities | ||||
| Trade and other payables | 663,818 | - | - | 663,818 |
| Bank loans – unsecured | 305,518 | 96,468 | - | 401,986 |
| Bank overdraft – unsecured | 5,905 | - | - | 5,905 |
| Senior unsecured notes | 17,706 | 248,851 | - | 266,557 |
| Lease liabilities | 3,229 | 12,381 | 27,720 | 43,330 |
| Other financial liabilities | 873 | - | - | 873 |
| 997,049 | 357,700 | 27,720 | 1,382,469 | |
| Consolidated Group – June 2008 | ||||
| Financial Liabilities | ||||
| Trade and other payables | 444,723 | - | - | 444,723 |
| Bank loans – unsecured | 104,001 | 554,253 | - | 658,254 |
| Bank overdraft – unsecured | 5,994 | - | - | 5,994 |
| Senior unsecured notes | 15,313 | 235,800 | - | 251,113 |
| Lease liabilities | 2,744 | 9,962 | 25,119 | 37,825 |
| Other financial liabilities | 167 | - | - | 167 |
| 572,942 | 800,015 | 25,119 | 1,398,076 | |
| Parent Company – June 2009 | 1 year or less |
Over 1 year to 5 years |
Over 5 years |
Total |
| $’000 | $’000 | $’000 | $’000 | |
| Financial Liabilities | ||||
| Trade and other payables | 1,149,211 | - | - | 1,149,211 |
| Bank Overdrafts – Unsecured | 55,055 | - | - | 55,055 |
| 1,204,266 | - | - | 1,204,266 | |
| Parent Company – June 2008 | ||||
| Financial Liabilities | ||||
| Trade and other payables | 684,820 | - | - | 684,820 |
| Bank Overdrafts – Unsecured | 5,789 | - | - | 5,789 |
| 690,609 | - | - | 690,609 |
61
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
34 Financial Risk Management Objectives and Policies (continued)
Fair values
With the exception of certain of the Group’s financial liabilities as disclosed in the table below, the remainder of the Group’s and the company’s financial assets and financial liabilities have a fair value equal to the carrying value of those assets and liabilities as shown in the Group’s and company’s respective balance sheet. There are no unrecognised gains or losses in respect to any financial asset or financial liability.
| Carrying | Fair | Carrying |
Fair | |
|---|---|---|---|---|
| amount | Value | amount |
Value | |
| Consolidated Group | 2009 | 2009 | 2008 |
2008 |
| $000 | $000 | $000 |
$000 | |
| Financial Liabilities | ||||
| Interest bearing liabilities and borrowings | ||||
| Unsecured bank loans | 401,986 | 402,227 | 658,254 |
658,676 |
| Unsecured notes | 266,557 | 267,415 | 251,113 |
252,286 |
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.
Other financial assets – derivatives
Forward exchange contracts are ‘marked to market’ using listed market prices.
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.
Capital Risk Management
The Group’s and the Parent Company’s objectives when managing capital are to safeguard their ability to continue as a going concern whilst providing returns to shareholders and benefits to other stakeholders. The Group aims to maintain a capital structure which reflects the use of a prudent level of debt funding so as to reduce the Group’s and the parent entity’s cost of capital without adversely affecting either of their credit ratings.
In the ordinary course, the parent targets to distribute 35% of each year’s profit after tax by way of dividends.
Amounts paid by way of dividend are disclosed in note 23.
During 2009, the parent raised $1.85 billion of new equity capital in anticipation of applying the funds raised, together with amounts available under newly secured debt finance facilities, to fund a potential acquisition opportunity as set out in note 3. Ultimately the acquisition did not proceed. The Parent Company announced a share buyback program on 9 June 2009. Up to 54,863,000 of shares, or 9% of total shares on issue as at 9 June 2009, may be bought back under the buyback program. The buyback is expected to improve investment return ratios such as earnings per share and return on equity to the benefit of shareholders in the future. Up to 30 June 2009, the Parent Company had purchased 4,261,134 ordinary shares on market at an average price of $31.83 per share, with prices ranging from $31.03 to $32.32. Subsequent to year end and from 1 July until 10 July 2009, an additional 4,282,285 shares were purchased with prices ranging between $30.39 and $31.85. Post 10 July and up to 19 August 2009, no further shares have been bought back.
62
CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2009
35 Subsequent events
.
Other than as disclosed elsewhere in the financial statements, there are no other matters or circumstances which have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Group, results of those operations or the state of affairs of the Group in subsequent financial years.
63
CSL Limited and its controlled entities Directors’ Declaration
-
(1) In the opinion of the Directors:
-
(a) the financial report, and the remuneration report included in the directors’ report 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 2009 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 2009.
-
(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.
This declaration is made in accordance with a resolution of the directors.
Elizabeth A Alexander Chairman
Brian A McNamee
Managing Director
Melbourne 19 August 2009
64
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Independent auditor’s report to the members of CSL Limited
Report on the Financial Report
We have audited the accompanying financial report of CSL Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of recognised income and expense and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
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, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.
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.
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.
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, 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.
Liability limited by a scheme approved under Professional Standards Legislation
Page 65
Auditor’s Opinion
In our opinion:
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the financial report of CSL Limited is in accordance with the Corporations Act 2001 , including:
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i giving a true and fair view of the financial position of CSL Limited and the consolidated entity at 30 June 2009 and of their performance for the year ended on that date; and
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ii complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .
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the financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on the Remuneration Report
We have audited the Remuneration Report included in Section 15 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of CSL Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.
Ernst & Young
Denis Thorn Partner Melbourne 19 August 2009
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19 August 2009
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 $5.04 billion up 32% (16% at constant currency*) • HPV royalties of $161m EBIT $1.37 billion up 42% (21% at constant currency) NPAT $1.15 billion up 63% Underlying operational profit $1.02 billion up 45% - adjusted for
• Talecris merger discontinuation, favourable impact of $79m • Tax non-operational items, favourable impact $47m
• Up 23% at constant currency R&D expenditure of $312m up 38% Operating cashflow $1.03 billion up 49% On market share buyback announced ~9% of issued capital EPS $1.93 up 51% (underlying EPS $1.71 up 34%) Final dividend 40 cents (unfranked), up 52%
* Constant currency removes the impact of exchange rate movements to facilitate comparability
3
Highlights - Operational
Privigen® rollout on track – new facility approved RiaSTAP™approved by US FDA Specialty products – 30% growth at CC
Merck submits data to the US FDA for males aged 9 – 26 and females aged 27 – 45 Merck phase III trial on 9-valent vaccine US HPV patent covering GARDASIL[®] granted to 2026
Expanded Flu vaccine facility approved by US FDA Significant orders for ‘Swine Flu’ vaccine
Plasma
GARDASIL[®]
Influenza
- Clinical trials underway
4
Global Revenue $5 Billion*
Rest of World
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8%
Australia North America
15% 38%
Asia
9%
Europe
30%
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- Chart excludes revenues related to the discontinuation of the Talecris merger
5
Reported Outlook for FY2010 - @ 08/09 exchange rates
Revenue
$5.2bn – $5.5bn
R&D HPV Royalties Net profit after tax*
~$340m
~$160m
$1,160m - $1,260m
(Up 14 - 24% on FY2009 underlying operational profit)
Outlook statements are subject to:
Material price and volume movements on core plasma products, competitor activity, changes in healthcare regulations and reimbursement policies, HPV royalties, sales of GARDASIL® in Australia, fulfilment of Novel A (H1N1) influenza vaccine orders, successful implementation of the company’s influenza expansion strategy and plasma therapy life cycle management strategies, enforcement of key intellectual property, the risk of regulatory action or litigation, the effective tax rate and foreign exchange movements.
* See slides 27 & 33 for new FX ready reckoner
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Human Health
Business Unit Performance
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-
CSL Behring
-
Other Human Health
-
CSL Bioplasma
-
CSL Biotherapies
-
CSL Research & Development
CSL Behring
-
Sales US$2,781m (A$3,786m)
- Product sales up 17% at constant currency* (cc)
-
EBITDA margin ~34%, up ~3% at cc
-
Strong contribution from core and specialty products
-
Optimizing product mix
-
Privigen[®] conversion
-
Vivaglobin[®] take-up
-
-
Privigen[®] IG Lab Module 1 plant approved
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RiaSTAP™approved January 2009
-
Constant currency (cc) removes the impact of exchange rate movements to facilitate comparability
8
CSL Behring – Product sales up 17% in CC terms
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US$2,781m
US$2,525m Other
2,500
Immuno-
globulins
2,000
1,500 Wound H
Critical
Care
1,000
pdCoag
500
Helixate
0
Jun 08 Jun 09
Sales for the 12 month period
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Immunoglobulins
Highlights
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1,200
Up 26% in CC terms
US$1,063m
Growth
1,000
Specific IG
US$870m •
Mix – Privigen [®] , Vivaglobin [®]
•
800
Vol - Privigen [®] , Vivaglobin [®] ,
Rhophylac [®] & Tetagam [®] P
600 Immuno -
•
New markets – Canada, South
globulins
America, Mexico, Middle East
400
Privigen [[®]]
200 • ~3m grams sold FY09
•
IgLab Module 1 approved
0
•
Jun 08 Jun 09 IgLab Module 2 - 2011
Sales for the 12 month period
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-
New markets – Canada, South America, Mexico, Middle East
-
Privigen[[®]]
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Critical Care
600 US$552m Highlights US$482m Up 18% in CC terms 500 Albumin growth Specialty 400 Critical Care • Volume in US • Volume in emerging markets 300 Strong contribution and growth in 200 specialty products such as, Albumin Haemocomplettan[®] P, 100 Berinert[®] P and Beriplex[®] P/N FDA approves RiaSTAP™ 0 Jun 08 Jun 09 Sales for the 12 month period
11
Haemophilia
| 1,000 | US$932m | US$951m | Highlights Up 8% in CC terms |
|||
|---|---|---|---|---|---|---|
| 800 900 |
•Adj. for Monoclate-P® | |||||
| 700 | pdCoag | Total volume up 11% | ||||
| 600 | Average price affected by growth in | |||||
| 400 500 |
lower priced emerging and tender markets |
|||||
| 300 | Helixate® | |||||
| 200 | Helixate | •Canadian & UK tenders | ||||
| 100 | •Strong demand in US | |||||
| 0 | ||||||
| Jun 08 | Jun 09 | |||||
| Sales for the | 12 month period |
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CSL Behring
Outlook for FY2010
Sales growth in USD approx. ~12% at const. currency Strong contribution across product portfolio
- Market development initiatives
Continued growth in IVIG usage
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Continued transition to Privigen[®]
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Sales of ~10m grams Privigen[®]
Continued focus on subcutaneous
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Vivaglobin[®] patient numbers
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IG 20% formulation development
13
CSL Bioplasma
Sales A$334m up 32% (23% at constant currency) Strong Albumin demand and improved pricing in China Australian sales up 8%
Biostate[®] approved for von Willebrands disease in Australia Clinical trials on Intragam[®] 10 NF completed
• Dossier submitted to TGA Phase III trial - subcutaneous IG for use in Aust. & NZ Negotiation of the Aust. Fractionation Agreement underway
14
CSL Biotherapies
Sales A$502m up 5%
GARDASIL[®] Australia / New Zealand GARDASIL[®] sales in Australia $159m
-
75% of females aged 12 to 26 now vaccinated
New Zealand sales of $26m Influenza sales $124m, up 60%
Dispensing and packaging facilities completed at Kankakee site
- sBLA submitted US FDA
US sales of just under 4 million doses, launched into Germany In-licensed vaccines and pharmaceuticals product growth Q-Vax[®] manufacturing facility opened at Broadmeadows site
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Pandemic Influenza Vaccine H N 1 1 - ‘Swine Flu’
Significant orders
US Department of Health and Human Services • Initial order US$180m vaccine Australian Department of Health and Ageing • Order for 21 million doses (15 mcg) Initial industry yields lower than anticipated Extensive clinical program underway
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R&D Investment
Growth in new product and market development
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FY2010
$Am
~$340m
$312
300
250 New Product Development
$225
$191
200
150
Market Development
100
50 Life Cycle Management
0
FY2007 FY2008 FY2009
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R&D Highlights - Influenza
Afluria® US
- FDA post-marketing commitments ongoing
2009 H1N1 Influenza Vaccine
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Australian Adult Study
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Commenced 22 July & 1st dose completed 26 July
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AU Paediatric Study
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Commenced 3 Aug
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US Adult Study
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On track for study start 19 Aug
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US Paediatric Study
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On track for study start 19 Aug
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R&D Highlights
IgPro20
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Phase 3 completed and BLA submitted to FDA April 2009
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RiaSTAP™
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FDA approval Jan 2009 and EU submission Feb 2009
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Berinert[®]
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FDA response expected Oct 2009
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Recombinant Factor IX-FP
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Lead clone selected and manufacturing cell line established
Reconstituted HDL
- Reformulation complete and clinical candidate selected
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Financial Detail
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Underlying Operational Profit up 45% (23% @ CC)
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$1,146m
Notes
Merger Disc
Tax
Reported NPAT $1,146m
+45%
$1,020m
Underlying NPAT - non operational items:
Operational
Profit - Merger discontinuation $ 79m
- Tax non operational $ 47m
$702m
$126m
Underlying
operational profit $1,020m
Jun 08 Jun 09
NPAT for the 12 month period
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Net impact arising from the discontinuation of the Talecris merger_ 21 _* See slide 31 for detail
Expenses – no significant movement
General & Admin FY2009 Less merger discontinuation*
$M 407 134
FY09 273 FY08 252
Sales & Marketing FY2009 489 Less FX 68 CC adj. FY09 421 FY08 396
* Refer note 3(i) in financial statements for detail
22
Effective Tax Rate
Effective tax rate FY09 Adjusted for Realised non assessable FX gain $15m Revaluation of deferred tax assets $32m $47m Tax benefit arising from merger discontinuation $49m Effective tax rate adj. For non operational items Forecast effective tax rate FY2010
16.3%
23.8% ~24%
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Strong Financial Discipline
Cashflow from operations $1.03 billion (up 49%) Capital expenditure $286m
Working Capital • Days debtors • Inventory turns
Working Capital 2008 2009 • Days debtors 61.1 59.9 • Inventory turns 1.61 1.57 • Inventory $1,198m $1,522m
Financial Leverage
• Cash on hand $702m $2,528m • Debt $953m $718m • Net interest Exp / (Inc) $14.6m ($1.5m)
- Balance Sheet Strength -
24
Capital Management
On Market Buyback
Commenced 23 June 2009
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12 month window to complete
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Up to 54.9m shares, ~ 9% of issued capital
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As at 10 July 2009
-
8.5 million repurchased for $268.2 million
25
New Segment Reporting
New segment reporting accounting standard introduced
- AASB 8 Operating Segments
Impact
-
New segment for Intellectual Property Licensing
-
R&D allocated as per standard
• Geographic sales now based on sales from geographic region, previously sales into that region Comparative period numbers provided
26
FX Impact on FY2010 Guidance*
Foreign Exchange (post tax)
FY10 Est.
Translation** -ve $90m - – Transaction ve $60m $70m Total -ve $150m – $160m
Net profit after tax NPAT FY2010 at constant currency $1,160m - $1,260m Up 14-24% on FY09 underlying operational profit Est. foreign currency NPAT impact -ve $150m - $160m (NPAT FY2010 at current rates $1,000m – $1,100m)
* Full year impact
27
** See slide 33
CSL Growth Strategy
Royalties & Licensing HPV
Market Development
Influenza H N 1 1 Privigen[®] Pro20 Specialty products RiaSTAP[™] Zemaira[®] Cytogam[®] vWF Beriplex[®] etc Expanded geographies
ISCOMATRIX[®] adjuvant Technology partnering
Global Specialty Bio- pharmaceutical Company
Novel Products
Biotech rCoag CSL 360 Plasma rHDL
Plasma sector growth Global focus Growth in R&D investment New products – unmet medical needs
Financial Strength Identify Complementary Assets
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Appendix
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Group Results
| Group Results | |
|---|---|
| Full year ended June | Change % June 2008 A$m June 2009 A$m |
| Sales Other Revenue / Income Total Revenue / Income |
32% 3,556.7 246.7 3,803.4 4,622.4 417.0 5,039.4 |
| Net Profit Net Interest Expense / (Income) Tax Expense Depreciation/Amortisation Earnings before Interest and Tax Earnings before Interest, Tax, Depreciation & Amortisation |
14.6 250.2 (1.5) 223.8 42% 141.8 966.6 181.6 1,368.2 40% 1,108.4 1,549.8 |
| 63% 701.8 1,145.9 |
|
| Total Ordinary Dividends (cents) Final Dividend (cents) Basic EPS (cents) |
46.00 23.00 127.6 70.00 40.00 192.5 |
30
Group Results
Adjusted for non operational items
| June 2009 Underlying A$m % Growth FY09 v FY08 Tax Non -op A$m Talecris Net Adj. A$m June 2009 Reported $Am |
June 2009 Underlying A$m % Growth FY09 v FY08 Tax Non -op A$m Talecris Net Adj. A$m June 2009 Reported $Am |
June 2009 Underlying A$m % Growth FY09 v FY08 Tax Non -op A$m Talecris Net Adj. A$m June 2009 Reported $Am |
|
|---|---|---|---|
| Total Revenue / Income Other Revenue / Income Sales |
190.1 5,039.4 190.1 417.0 4,622.4 |
4,849.3 226.9 4,622.4 |
27% |
| Tax Expense / (Benefit) Net Interest Expense / (Income) EBIT Depreciation & Amortisation EBITDA |
(46.9) (48.6) 223.8 (6.7) (1.5) 23.4 1,368.2 181.6 23.4 1,549.8 |
319.3 5.2 1,344.8 181.6 1,526.4 |
39% 38% |
| Net Profit | 46.9 78.7 1,145.9 |
1,020.3 | 45% |
31
CSL Behring Sales
| Year ended June | FY09 USD$M CC Change % FY09 USD$M FY08 USD$M |
|---|---|
| rFVIII pdCoag Specialty Critical Care Albumin Wound Healing Immunoglobulins Specific IG Other Product Sales |
456 541 299 269 77 938 158 45 12 3 18 18 6 28 13 55 434 517 285 267 84 912 151 45 407 525 253 229 73 731 140 28 |
| Total Product Sales Other sales (mainly plasma) Total Sales |
2,783 86 2,869 17 (38) 14 2,695 86 2,781 2,386 140 2,526 |
32
Foreign Exchange Sensitivity Translation sensitivity to 1% movement in key currency pairs
Translation FY10 NPAT
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FY09 1% rate change Current Full year
Rates impact on FY10 Rates impact
•
AUD/USD 0.74 +/- $2.3m 0.84
~($90m)
•
AUD/EUR 0.54 +/- $4.4m 0.59
•
AUD/CHF 0.85 +/- $4.3m 0.89
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* Includes HPV Royalties
33