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Operating Assets, Liabilities, and Contingent Liabilities

(18) Goodwill

Accounting and measurement policies
Goodwill

In the course of business combinations, goodwill is recognized on the acquisition date. The option to measure non-controlling interests at fair value on the date of their acquisition (full goodwill method) is not utilized.

Method for impairment testing

Impairment testing for goodwill takes place at the level of the Life Science, Healthcare, and Electronics business sectors. These groups of cash-generating units (CGUs) are the lowest level at which goodwill in the Group is monitored for internal management purposes.

Impairment testing is performed on a scheduled basis in the third quarter of every year and on an ad hoc basis where there are indications of impairment. The existence of indications of impairment may be monitored using various factors such as changes in short-term and medium-term planning, sector studies, analyst forecasts, validation multiples, and the Group’s average market capitalization compared to its balance sheet equity.

In the 2022 reporting year, the recoverable amount for the Life Science and Electronics CGUs was primarily determined on the basis of the fair value less costs of disposal (2021: on the basis of the value in use). As in the previous year, the determination of the recoverable amount for the Healthcare CGU in fiscal 2022 was based on the value in use.

For both fair value less cost of disposal and value in use, the recoverable amount is calculated in accordance with the discounted cash flow method (Level 3 in the IFRS 13 fair value hierarchy).

In calculating the fair value, the expected post-tax cash flows are derived from the medium-term plans prepared by the business sectors. Due to extensive investments in the Life Science and Electronics CGUs, the fourth planning year after the detailed planning period for both of these CGUs is extrapolated for an additional four years in line with business-specific assumptions before being converted to the terminal value by applying a long-term growth rate (2021: transition to the terminal value after four years starting from the following year). In the Healthcare CGU, the transition to the terminal value takes place after four years starting from the following year. Sales planning is based on internal past experience and largely non-observable input factors in the market, such as future market shares, selling prices and volumes, and new products from the development pipeline and expansion investments. Profit margins are based on past experience adjusted for expected profitability developments.

In calculating the value in use, the most recent medium-term plan approved by the Executive Board, with a detailed planning period of four years starting from the following year, serves as the basis for planning. Sales planning is based on past experience and assumptions regarding future market shares, selling prices and volumes. Expected cash inflows and outflows from new products from the Healthcare development pipeline and expansion investments are not included in the calculation of value in use. Profit margins are based on past experience adjusted for expected profitability developments.

The discount factor after taxes is derived on the basis of the following input parameters:

Risk-free interest rate

 

Derived from the returns of long-term government bonds

Beta factor

 

Derived from the respective sector specific peer group

Market risk premium

 

Based on a combination of different estimating methods; e.g. historical and implied stock yields

Cost of debt and capital structure

 

Derived from the market data of the respective peer group companies

The long-term growth rate after the detailed planning period is determined taking into account expected long-term growth and long-term inflation expectations.

Significant measurement assumptions

In the Life Science CGU, the expected average sales growth in the period until the transition to the terminal value was a higher single-digit percentage (2021: higher single-digit percentage in the detailed planning period). The sales expectation for ZMGE Life Science is supported primarily by the anticipated long-term positive development in the Process Solutions and Life Science Services business units, based on ongoing high market growth and the continuing expansion of the portfolio and production capacities. Taking into account Group costs allocated on a pro rata basis, the EBITDA pre margin applied was around 34% (2021: around 32%).

The expected average sales growth in the Healthcare CGU amounted to a mid single-digit percentage rate in the detailed planning period (2021: lower single-digit percentage rate). In line with the value-in-use concept, this did not include net sales from the launch of new products.

The calculation of the recoverable amount of the Electronics CGU included the expected average sales growth in the period until the transition to the terminal value at a higher single-digit percentage (2021: mid single-digit percentage in the detailed planning period). The sales expectation for ZMGE Electronics results primarily from the long-term growth trend in the market for semiconductor materials and positive sales contributions from the Level Up growth program with an investment volume exceeding € 3 billion by the end of 2025. Taking into account Group costs allocated on a pro rata basis, the EBITDA pre margin applied in impairment testing was around 30% in both fiscal 2022 and 2021.

The additional significant value-relevant assumptions underlying the goodwill impairment tests are quantified below.

 

 

Long-term growth rate

 

Weighted cost of capital after tax

in %

 

2022

 

2021

 

2022

 

2021

Life Science1

 

2.00%

 

1.75%

 

7.5%

 

5.5%

Healthcare2

 

0.00%

 

0.00%

 

5.6%

 

5.5%

Electronics3

 

2.00%

 

1.00%

 

7.1%

 

5.4%

1

The previous-year weighted cost of capital before taxes to determine the value in use of the CGU Life Science was 6.7%.

2

The weighted cost of capital before taxes to determine the value in use of the CGU Healthcare for fiscal 2022 was 7.3% (previous-year 7.4%).

3

The previous-year weighted cost of capital before taxes to determine the value in use of the CGU Electronics was 6.7%.

The increase in the long-term growth rate was due in particular to higher expectations with regard to long-term inflation expectations. Net cash flows were discounted using the cost of capital after taxes. For the calculation of the value in use, the cost of capital before taxes as shown below the table was derived iteratively.

Significant discretionary decisions and sources of estimation uncertainty
Goodwill

The determination of the recoverable amount is subject to discretion and significant estimation uncertainty. Assumptions regarding the amount of net cash flows, long-term growth rates and discount factors are considered a material source of estimation uncertainty due to their inherent uncertainty. Although the Group assumes that the assumptions applied in calculating the recoverable amount are appropriate, changes to these assumptions could result in goodwill impairment with an adverse impact on the net assets, financial position, and results of operations. In the Electronics CGU in particular, there is a high degree of dependence on the assumptions concerning the long-term growth trend in the market for semiconductor materials.

As in the previous year, the recoverable amount in impairment testing in fiscal 2022 was more than 15% higher than the carrying amount of the respective CGU for both fair value less cost of disposal and value in use. Regardless of this, the planning data and recoverable amounts applied were checked for plausibility against externally available analyst assessments and “sum of the parts” calculations and validated using multiples based on peer group information.

In addition, sensitivity analyses of the key assumptions were performed as part of the scheduled impairment tests. The following table presents the minimum amount by which individual key assumptions could have changed when viewed in isolation before the impairment test triggered the recognition of an impairment loss.

 

 

Decrease in net cash flows

 

Decrease in long-term growth rate

 

Increase in cost of capital after tax

 

 

%

 

percentage points

 

percentage points

 

 

2022

 

2021

 

2022

 

2021

 

2022

 

2021

Life Science

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

Healthcare

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

Electronics

 

>10

 

>10

 

>2

 

>2

 

>2

 

>2

Goodwill shown below was incurred mainly in the course of the acquisitions of the Versum Materials Inc., United States, the Sigma-Aldrich Corporation, United States, the AZ Electronic Materials S.A., Luxembourg, the Millipore Corporation, United States, and the Serono SA, Switzerland.

 

 

Goodwill

€ million

 

Life Science

 

Healthcare

 

Electronics

 

Total

Net carrying amounts, Jan. 1, 2021

 

10,287

 

1,525

 

4,146

 

15,959

Other additions

 

 

 

 

Disposals due to divestments/Reclassification to assets held for sale

 

 

 

 

Transfers

 

-4

 

 

 

-4

Impairment losses

 

 

 

 

Currency translation difference

 

776

 

 

273

 

1,050

Net carrying amounts as of Dec. 31, 2021

 

11,059

 

1,525

 

4,420

 

17,004

 

 

 

 

 

 

 

 

 

Net carrying amounts, Jan. 1, 2022

 

11,059

 

1,525

 

4,420

 

17,004

Additions

 

536

 

 

46

 

582

Disposals due to divestments/Reclassification to assets held for sale

 

 

 

 

Transfers

 

 

 

 

Impairment losses

 

 

 

 

Currency translation difference

 

619

 

 

209

 

828

Net carrying amounts as of Dec. 31, 2022

 

12,214

 

1,525

 

4,675

 

18,414

The changes in goodwill caused by foreign exchange rates resulted almost exclusively from translating the goodwill from the acquisitions of Versum Materials, Inc., United States, the Sigma-Aldrich Corporation, United States, AZ Electronic Materials S.A., Luxembourg, and the Millipore Corporation, United States, which were mostly denominated in U.S. dollars.

Goodwill impairment testing did not give rise to the need to recognize any impairment losses in either fiscal 2021 or fiscal 2022.

The additions in fiscal 2022 resulted in particular from the acquisition of Exelead Inc., United States (see Note (6) “Acquisitions and divestments”).

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