18. Goodwill
Goodwill amounts to €3,763 million (30/9/2012: €4,022 million; 31/12/2012: €3,780 million).
A number of shares in Media-Saturn-Holding GmbH held by a non-controlling shareholder were granted stock tender rights. In exercising these stock tender rights the non-controlling shareholder sold his share in METRO Kaufhaus- und Fachmarkt Holding GmbH during the short financial year 2013. In the consolidated financial statements of METRO GROUP, the gradual acquisition of shares led to a goodwill increase of €10 million.
In 2009, the non-controlling shareholders of METRO Cash & Carry Romania were granted stock tender rights by METRO GROUP. The subsequent measurement of these stock tender rights resulted in a goodwill increase of €5 million (30/9/2012: decline by €10 million; 31/12/2012: decline by €2 million).
By contractual agreement of 30 November 2012, METRO GROUP and the French retail group Groupe Auchan agreed on the sale of Real’s Eastern European business to Groupe Auchan. Since the agreement’s effective date, all assets and liabilities that fall under the agreement are treated as a disposal group pursuant to IFRS 5. In this context, goodwill of Real Poland and Real Russia was reclassified to the item “assets held for sale” as of 31 December 2012. Goodwill of Real Russia has been disposed of in the context of the deconsolidation.
At the closing date, the breakdown of goodwill among the major cash-generating units was as shown as follows:
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31/12/2012 |
30/9/2012 |
30/9/2013 | ||
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WACC |
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WACC | ||
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€ million |
% |
€ million |
€ million |
% |
|
Real Germany |
1,083 |
5.9 |
1,083 |
1,083 |
5.8 |
|
METRO Cash & Carry France |
398 |
5.9 |
398 |
398 |
5.8 |
|
METRO Cash & Carry Netherlands |
352 |
6.0 |
352 |
352 |
5.9 |
|
METRO Cash & Carry Poland |
258 |
6.6 |
258 |
257 |
6.4 |
|
METRO Cash & Carry Germany |
223 |
5.9 |
223 |
223 |
5.8 |
|
Media-Saturn Germany |
211 |
7.7 |
222 |
217 |
7.5 |
|
METRO Cash & Carry Hungary |
189 |
8.7 |
239 |
174 |
8.1 |
|
METRO Cash & Carry Italy |
171 |
6.6 |
171 |
171 |
6.8 |
|
METRO Cash & Carry Belgium |
145 |
6.0 |
145 |
145 |
5.9 |
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METRO Cash & Carry Spain |
0 |
0.0 |
0 |
142 |
7.3 |
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METRO Cash & Carry Portugal |
91 |
8.5 |
91 |
0 |
0.0 |
|
METRO Cash & Carry Spain |
51 |
7.2 |
51 |
0 |
0.0 |
|
Redcoon group |
83 |
8.8 |
83 |
83 |
8.5 |
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Media-Saturn Italy |
71 |
8.5 |
73 |
72 |
8.7 |
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METRO Cash & Carry Romania |
56 |
8.5 |
48 |
61 |
7.9 |
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Galeria Inno Belgium |
57 |
6.9 |
57 |
57 |
6.7 |
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Real Poland |
0 |
6.6 |
144 |
0 |
0.0 |
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Other companies (each < €50 million or corporate assets) |
341 |
|
384 |
328 |
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3,780 |
|
4,022 |
3,763 |
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In accordance with IFRS 3 in conjunction with IAS 36, goodwill is tested for impairment once a year. This is carried out at the level of a group of cash-generating units. In the case of goodwill, this group is the organisational unit sales line per country. An exception to this rule concerns the cash-generating unit METRO Cash & Carry Spain/Portugal. Following the consolidation of the central management functions of METRO Cash & Carry Spain and Portugal, the impairment test is carried out for the new cash-generating unit METRO Cash & Carry Spain/Portugal. In the impairment test, the cumulative carrying amount of the group of cash-generating units is compared with the recoverable amount. The recoverable amount is defined as the fair value less costs to sell, which is calculated from discounted future cash flows. Expected future cash flows are based on a qualified planning process under consideration of the intra-group experience as well as macroeconomic data collected by third-party sources. In principle, the detailed planning period comprises three years. In exceptional cases, it may amount to six years in the case of longer-term detailed planning. As in the previous year, the growth rates considered at the end of the detailed planning period are generally 1.0 per cent. The capitalisation rate as the weighted average cost of capital (WACC) is determined using the capital asset pricing model. In the process, an individual peer group is assumed for all groups of cash-generating units operating in the same business segment. In addition, the capitalisation rates are determined on the basis of an assumed basic interest rate of 2.5 per cent (same as 31 December 2012) and a market risk premium of 6.5 per cent (same as 31 December 2012) in Germany. Country-specific risk premiums based on the respective country rating are applied to the equity cost of capital and to the debt cost of capital. The capitalisation rates after taxes determined individually for each group of cash-generating units range from 5.8 to 9.7 per cent (31/12/2012: 5.9 to 10.7 per cent).
The mandatory annual impairment test as of 30 September 2013 resulted in the following assumptions regarding the development of sales, EBIT and the EBIT margin for goodwill considered material for valuation purposes during the detailed planning period up until the sustainable result:
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Sales |
EBIT |
EBIT margin |
Detailed planning period (years) |
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Real Germany |
Slight growth |
Strong growth |
Strong growth |
3 |
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METRO Cash & Carry France |
Solid growth |
Solid growth |
Unchanged |
3 |
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METRO Cash & Carry Netherlands |
Slight growth |
Strong growth |
Strong growth |
6 |
|
METRO Cash & Carry Poland |
Substantial growth |
Strong growth |
Slight growth |
3 |
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METRO Cash & Carry Germany |
Slight growth |
Strong growth |
Strong growth |
5 |
|
Media-Saturn Germany |
Solid growth |
Solid growth |
Unchanged |
3 |
The determination of the sustainable result is based on assumptions regarding various cost reductions, and market-orientated EBIT margins were used to determine the sustainable result; medium-term EBIT growth results from the transformation process which the different entities are currently undergoing.
As of 30 September 2013, the prescribed annual impairment test confirmed the recoverability of all capitalised goodwill with the exception of METRO Cash & Carry Hungary and METRO Cash & Carry Denmark. Due to business developments in these two countries, goodwill impairment of €16 million and €15 million was carried out for METRO Cash & Carry Denmark and METRO Cash & Carry Hungary, respectively.
In addition to the impairment test, three sensitivity analyses were conducted for each group of cash-generating units. The first sensitivity analysis was based on the assumption of a 1 percentage point lower growth rate. In the second sensitivity analysis, the interest rate for each group of cash-generating units was raised by 10.0 per cent. In the third sensitivity analysis, a lump sum discount of 10.0 per cent was applied to assumed perpetual EBIT. With the exception of METRO Cash & Carry Germany, METRO Cash & Carry Netherlands, Real Germany and Redcoon Germany, these changes to the underlying assumptions would not result in impairment losses at any of the groups of cash-generating units. In the goodwill impairment test at METRO Cash & Carry Germany, the fair value less costs to sell exceeded the carrying amount by €50 million. The corresponding amount for METRO Cash & Carry Netherlands was €20 million, the amount for Real Germany was €16 million, and the amount for Redcoon Germany was €6 million. Assuming a capitalisation rate of 6.1 per cent rather than 5.8 per cent or a lump-sum discount of 6.4 per cent on assumed perpetual EBIT, the fair value less costs to sell at METRO Cash & Carry Germany would correspond to the carrying amount. Assuming a 0.2 percentage point lower growth rate or a capitalisation rate of 6.1 per cent rather than 5.9 per cent or a lump-sum discount of 4.5 per cent on assumed perpetual EBIT, the fair value less costs to sell of METRO Cash & Carry Netherlands would correspond to the carrying amount. Assuming a capitalisation rate of 5.9 per cent rather than 5.8 per cent or a lump-sum discount of 1.2 per cent on assumed perpetual EBIT, the fair value less costs to sell at Real Germany would correspond to the carrying amount. Assuming a capitalisation rate of 8.8 per cent rather than 8.5 per cent or a lump-sum discount of 4.4 per cent on assumed perpetual EBIT, the fair value less costs to sell at Redcoon Germany would correspond to the carrying amount.
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€ million |
Goodwill | ||
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Acquisition or production costs |
| ||
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As of 1/1/2012 |
4,045 | ||
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Currency translation |
16 | ||
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Additions to consolidation group |
0 | ||
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Additions |
18 | ||
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Disposals1 |
–56 | ||
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Transfers |
0 | ||
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As of 30/9/2012 / 1/10/2012 |
4,022 | ||
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Currency translation |
1 | ||
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Additions to consolidation group |
0 | ||
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Additions |
–9 | ||
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Disposals1 |
–164 | ||
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Transfers |
0 | ||
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As of 31/12/2012 / 1/1/2013 |
3,850 | ||
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Currency translation |
–2 | ||
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Additions to consolidation group |
0 | ||
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Additions |
17 | ||
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Disposals1 |
0 | ||
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Transfers |
0 | ||
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As of 30/9/2013 |
3,865 | ||
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Depreciation/amortisation |
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As of 1/1/2012 |
0 | ||
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Currency translation |
0 | ||
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Additions, scheduled |
0 | ||
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Additions, non-scheduled |
0 | ||
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Disposals1 |
0 | ||
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Reversals of impairment losses |
0 | ||
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Transfers |
0 | ||
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As of 30/9/2012 / 1/10/2012 |
0 | ||
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Currency translation |
0 | ||
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Additions, scheduled |
0 | ||
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Additions, non-scheduled |
70 | ||
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Disposals1 |
0 | ||
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Reversals of impairment losses |
0 | ||
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Transfers |
0 | ||
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As of 31/12/2012 / 1/1/2013 |
70 | ||
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Currency translation |
0 | ||
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Additions, scheduled |
0 | ||
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Additions, non-scheduled |
31 | ||
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Disposals1 |
0 | ||
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Reversals of impairment losses |
0 | ||
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Transfers |
0 | ||
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As of 30/9/2013 |
101 | ||
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Carrying amount at 1/1/2012 |
4,045 | ||
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Carrying amount at 30/9/2012 |
4,022 | ||
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Carrying amount at 31/12/2012 |
3,780 | ||
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Carrying amount at 30/9/2013 |
3,763 | ||