Transformation on Track
Total Page:16
File Type:pdf, Size:1020Kb
Merck TRANSFORMATION ON TRACK ON TRANSFORMATION 2013 REPORT ANNUAL MERCK Annual Report 2013 Transformation on track Merck Contents Transformation on track 003 ➝ Letter from Karl-Ludwig Kley 006 ➝ The Executive Board 008 ➝ The Merck Group: We make great things happen MERCK ANNUAL REPORT 2013 014 ➝ Merck Serono: We are continuing the fi ght 018 ➝ Consumer Health: We are breathing easy 022 ➝ Performance Materials: We make the world more colorful TRANSFORMATION ON TRACK 026 ➝ Merck Millipore: We make cutting-edge research a reality #01 Group Management Report 033 ➝ Fundamental Information about the Group 033 ➝ The Merck Group and its divisions 037 ➝ Objectives and strategies of the Merck Group Annual Report 2013 043 ➝ Internal management system of the Merck Group 048 ➝ Corporate Responsibility 060 ➝ Research and Development at Merck 076 ➝ Merck Shares 078 ➝ Report on Economic Position 078 ➝ Macroeconomic and sector-specifi c environment 080 ➝ Review of forecast against actual business developments 082 ➝ Course of business and economic position 082 ➝ Merck Group 095 ➝ Merck Serono 103 ➝ Consumer Health 108 ➝ Performance Materials 113 ➝ Merck Millipore 119 ➝ Corporate and Other 120 ➝ Report on Risks and Opportunities 138 ➝ Report on Expected Developments 146 ➝ Report in accordance with Section 315 (4) of the German Commercial Code (HGB) 147 ➝ Subsequent Events #02 Corporate Governance ➝ 150 Capital structure and governance bodies of Merck KGaA Transformation on track 151 ➝ Statement on Corporate Governance 172 ➝ Report of the Supervisory Board 175 ➝ Objectives of the Supervisory Board with respect to its composition #03 Consolidated Financial Statements 180 ➝ Consolidated Income Statement 181 ➝ Consolidated Statement of Comprehensive Income 182 ➝ Consolidated Balance Sheet 183 ➝ Consolidated Cash Flow Statement 184 ➝ Consolidated Statement of Changes in Net Equity 186 ➝ Notes to the Group accounts Responsibility Statement Auditor’s report #04 More Information 274 ➝ Glossary 279 ➝ Financial calendar for 2014 280 ➝ Awards and recognitions The Merck Group ↦ In brief Merck Group | Key figures Change € million 2013 2012 in % Total revenues 11,095.1 11,172.9 –0.7 Sales 10,700.1 10,740.8 –0.4 Operating result (EBIT) 1,610.8 963.6 67.2 Margin (% of sales) 15.1 9.0 EBITDA 3,069.2 2,360.2 30.0 Margin (% of sales) 28.7 22.0 EBITDA pre one-time items 3,253.3 2,964.9 9.7 Margin (% of sales) 30.4 27.6 EPS (in €) 5.53 2.61 111.9 EPS pre one-time items (in €) 8.78 7.61 15.4 Business free cash fl ow 2,960.0 2,969.3 –0.3 Group sales € million 0 2013 10,700.1 2012 10,740.8 2011 9,905.9 2010 8,928.9 2009 7,377.7 0 EBITDA pre one-time items € million 0 2013 3,253.3 2012 2,964.9 2011 2,723.8 2010 2,545.0 2009 1,652.6 0 The Merck Group ↦ In brief Merck Group | Key figures Change € million 2013 2012 in % Total revenues 11,095.1 11,172.9 –0.7 Sales 10,700.1 10,740.8 –0.4 Operating result (EBIT) 1,610.8 963.6 67.2 Margin (% of sales) 15.1 9.0 EBITDA 3,069.2 2,360.2 30.0 Margin (% of sales) 28.7 22.0 EBITDA pre one-time items 3,253.3 2,964.9 9.7 Margin (% of sales) 30.4 27.6 EPS (in €) 5.53 2.61 111.9 EPS pre one-time items (in €) 8.78 7.61 15.4 Business free cash fl ow 2,960.0 2,969.3 –0.3 Group sales € million 0 2013 10,700.1 2012 10,740.8 2011 9,905.9 2010 8,928.9 2009 7,377.7 0 EBITDA pre one-time items € million 0 2013 3,253.3 2012 2,964.9 2011 2,723.8 2010 2,545.0 2009 1,652.6 Emanuel Merck (1794 – 1855) ➝ established the world‘s oldest phar- 0 maceutical and chemical company out of the Engel-Apotheke (Angel Pharmacy), which was founded in 1668. Today we are carrying this tradition into the future with pioneering spirit and innovative strength. Transformation on track Merck is a leading company for innovative and top-quality high-tech products in the pharmaceutical and chemical sectors. Around 38,000 employees work in 66 countries to improve the quality of life for patients, to further the success of our customers, and to help meet global challenges. In 2013, we generated total revenues of € 11.1 billion with our four divisions: Merck Serono, Consumer Health, Performance Materials and Merck Millipore. Merck is changing. We are on track with our transformation and growth program known as “Fit for 2018”. In 2007, we started with the realignment of our portfolio, refilled key management positions, fundamentally refocused our organization, and then implemented an efficiency program across all divisions and regions. The success achieved to date shows that our strategy is working. We have considerably improved not only our sales and earnings, but also our profitability. At the same time, we remain true to our roots and tradition. Merck is the world’s oldest pharmaceutical and chemical company. Since 1668 our name has stood for innovation, business success and responsible entrepreneurship. The founding family remains the majority owner of the company to this day. We are Merck, the original, and hold the global rights to the Merck name and brand. The only exceptions are Canada and the United States, where we are known as EMD. 2 Merck 2013 Living Innovation Karl-Ludwig Kley Chairman of the Executive Board Merck 2013 3 Living Innovation Letter from Karl-Ludwig Kley In 2013 we again delivered what we promised. We further developed our businesses with innovative and highly specialized products and services. We expanded our presence in global growth markets. And through numerous development partnerships, we honed our ability to meet the needs and wishes of patients and our customers. The numbers reflect this development. Merck is in a strong financial position, despite a consistently challenging market environment. Thanks to solid organic growth of 4.2%, which nearly offset negative exchange rate effects in full, we maintained our sales at € 10.7 billion. EBITDA pre one-time items, our most important earnings figure, increased by 9.7% to a record level of € 3.3 billion. At € 1.2 billion, profit after tax more than doubled. As in 2012, our organic growth was particularly fueled by the dynamic business performance in the growth markets of Asia and Latin America. In the Emerging Markets region, sales increased organically by 9.3%. Accordingly, the share of Group sales generated by the Emerging Markets region rose to 36%. We also continued to reduce our debt in 2013, lowering net financial debt by 84.1% to € 306.6 mil- lion. At the same time, business free cash flow was € 3.0 billion, reaching the high level of 2012. We thus have a solid financial foundation for the coming years and enough room to grow, also through bigger acquisitions. We will propose to the Annual General Meeting to increase the dividend by € 0.20 to € 1.90 per share. This is in keeping with our aim to continually raise the dividend in line with increases in net income. However, in our deliberations on the dividend proposal, we also took into account that we are in a period of transformation. In 2013, we made good progress with our transformation and growth program known as “Fit for 2018”. We even reached some of our objectives faster than planned, for instance those aimed at lowering costs. Yet “Fit for 2018” extends well beyond efficiency improvements. The program also encompasses the strategic expansion of our product portfolio and the establishment of more productive structures and processes within the company. Our goal is clear: We want to achieve profitable growth with innovative products and strict customer focus. 4 Merck 2013 Living Innovation Letter from Karl-Ludwig Kley “Fit for 2018” also applies to our divisional strategies: In the Merck Serono division, we are working to improve our pipeline and to fully exploit the potential of the existing portfolio. Our regional focus will be on the United States and on growth markets in Asia and Latin America. The aim is to establish Merck Serono globally as a preferred biopharmaceutical partner that offers innovative specialty medicines, leading brands and high-value solutions. We have successfully raised the profitability of Consumer Health and generated new growth by focusing on key brands and markets, bringing costs under control and recruiting new employees. The aim now is to ensure sustainable growth through innovations and convincing marketing of our strategic brands in rapidly growing markets. In Performance Materials, we intend to defend our position as the market and technology leader in liquid crystals. Through the steady development of our products and our strong positioning in OLED technology, we want to continue setting innovation standards for display technologies. In the Pigments business, we are focusing on strengthening and expanding our leading market positions for high-quality effect pigments. To strengthen our materials business, we want to acquire AZ Electronic Materials, a leading premium supplier of high-tech materials for the electronics industry. The acquisition would enable Merck to access additional growth areas in the electronics industry, allowing us to benefit even more from the increasing demand for electronic devices beyond displays, such as smartphones and tablet PCs. The successful completion of the transaction is, however, conditional upon antitrust clearance, among other things. In the Merck Millipore division, our efforts will concentrate on expanding and strategically aligning the portfolio in order to meet customer needs even better. The key focus regions are North America, Asia and Latin America.