Bayer AG

Quarterly Report • Nov 8, 2023

Quarterly Statement Third Quarter of 2023

Third quarter below prior year as expected – Group outlook confirmed

• // Group sales of €10.3 billion (Fx & p adj. – 0.2%)
• // EBITDA before special items: €1.7 billion (– 31.3%)
• // Sales stable at Crop Science and Pharmaceuticals and up slightly at Consumer Health (Fx & p adj.)
• // Earnings lower at all divisions, especially Crop Science
• // Core earnings per share at €0.38 (– 66.4%)
• // Net income at minus €4.6 billion, impacted by impairment losses at Crop Science due to interest rates
• // Free cash flow at €1.6 billion

Bayer Group Key Data

				Change (%)				Change (%)
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Sales	11,281	10,342	– 8.3	– 0.2	38,739	35,775	– 7.7	– 3.2
Change in sales1
Volume	– 2.9%	+ 9.3%			+ 1.3%	– 2.0%
Price	+ 8.6%	– 9.5%			+ 8.9%	– 1.2%
Currency	+ 9.6%	– 6.5%			+ 7.2%	– 3.1%
Portfolio	0.0%	– 1.6%			+ 0.1%	– 1.4%
Sales by region
Europe/Middle East/Africa	3,208	3,055	– 4.8	+ 2.0	11,361	11,001	– 3.2	+ 1.9
North America	2,855	2,521	– 11.7	– 2.6	13,634	12,465	– 8.6	– 6.2
Asia/Pacific	2,265	1,886	– 16.7	– 4.8	7,168	6,302	– 12.1	– 3.5
Latin America	2,953	2,880	– 2.5	+ 3.3	6,576	6,007	– 8.7	– 5.5
EBITDA1	2,296	1,337	– 41.8		10,239	7,986	– 22.0
Special items1	(155)	(348)			(812)	(697)
EBITDA before special items1	2,451	1,685	– 31.3		11,051	8,683	– 21.4
EBITDA margin before special items1	21.7%	16.3%			28.5%	24.3%
EBIT1	1,199	(3,594)			5,580	(1,577)	– 128.3
Special items1	(153)	(4,303)			(2,224)	(7,224)
EBIT before special items1	1,352	709	– 47.6		7,804	5,647	– 27.6
Financial result	(598)	(703)	+ 17.6		(1,780)	(1,688)	– 5.2
Net income (from continuing and discontinued operations)	546	(4,569)			3,539	(4,278)
Earnings per share from continuing and discontinued operations (€)	0.56	(4.66)			3.60	(4.36)
Core earnings per share1 from continuing operations (€)	1.13	0.38	– 66.4		6.59	4.55	– 31.0
Net cash provided by (used in) operating activities (from continuing and discontinued operations)	2,654	2,576	– 2.9		4,032	(490)	– 112.2
Free cash flow1	1,738	1,626	– 6.4		1,691	(2,950)
Net financial debt (at end of period)	35,884	38,721	+ 7.9		35,884	38,721	+ 7.9
Cash flow-relevant capital expenditures (from continuing and discontinued operations)	726	683	– 5.9		1,625	1,755	+ 8.0
Research and development expenses	1,576	1,502	– 4.7		4,958	4,301	– 13.3
Depreciation, amortization and impairment losses/loss reversals	1,097	4,930			4,659	9,563	+ 105.3
Number of employees (at end of period)2	102,296	100,873	– 1.4		102,296	100,873	– 1.4
Personnel expenses (including pension expenses)	2,916	2,579	– 11.6		9,478	8,318	– 12.2

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

2 Employees calculated as full-time equivalents (FTEs)

Key Events

Financing activities

In September, we placed hybrid bonds with a total volume of €1.75 billion that were multiple times oversubscribed. The issue comprised two tranches and exclusively targeted institutional investors. The proceeds were used for general corporate purposes, including financing a tender offer for two outstanding hybrid bonds.

Board of Management

The Supervisory Board of Bayer AG unanimously appointed Heike Prinz to the Board of Management effective September 1, 2023, with her taking on the role of Chief Talent Officer and Labor Director. This followed the mutual agreement by Sarena Lin and the Supervisory Board to not extend Lin's contract. Sarena Lin left the company effective August 31, 2023.

Earnings Performance of the Bayer Group1

Third quarter of 2023

Group sales

Group sales came in at €10,342 million in the third quarter of 2023 (Q3 2022: €11,281 million; reported: –8.3%), and were therefore in line with the prior-year period on a currency- and portfolio-adjusted basis (Fx & portfolio adj.; –0.2%). There was a negative currency effect of €742 million (Q3 2022: positive currency effect of €940 million). Sales in Germany amounted to €512 million (Q3 2022: €576 million).

Sales at Crop Science were level year on year, with higher volumes in all regions offset by lower prices, especially for our glyphosate-based products. Sales at Pharmaceuticals were likewise unchanged year on year. The division recorded significant gains for Nubeqa™ and Kerendia™ as well as strong performance in the Radiology business, but saw declines in China, particularly for Adalat™ and Aspirin™ Cardio. Consumer Health posted a slight increase in sales thanks to growth in the Dermatology and Pain & Cardio categories.

EBITDA before special items

Group EBITDA before special items decreased by 31.3% to €1,685 million. This figure included a negative currency effect of €31 million (Q3 2022: €78 million). Crop Science registered a decline in EBITDA before special items that was mainly due to the fall in prices for our glyphosate-based products. Earnings were also diminished by a mainly inflation-related increase in the cost of goods sold. EBITDA before special items at Pharmaceuticals decreased, mainly due to the product mix and higher R&D expenses after adjusting for currency effects, special items and depreciation/amortization/impairments. Consumer Health recorded a decline in EBITDA before special items that was primarily driven by currency effects. The Group EBITDA margin before special items came in at 16.3%.

Depreciation, amortization and impairments

Depreciation, amortization, impairment losses and impairment loss reversals led to net expenses of €4,930 million (Q3 2022: €1,097 million). Of this amount, intangible assets accounted for amortization, impairment losses and impairment loss reversals of €4,481 million (Q3 2022: €679 million), and property, plant and equipment accounted for depreciation, impairment losses and impairment loss reversals of €449 million (Q3 2022: €418 million). We recorded net impairment losses of €4,025 million (Q3 2022: €169 million), of which €3,978 million (Q3 2022: €147 million) was attributable to intangible assets. Due to a sharp rise in capital market interest rates, it became necessary to conduct impairment testing. This resulted in the recognition of noncash impairment losses of €3,951 million on intangible assets in the Crop Science Division due to interest rates.

¹ For definition of alternative performance measures see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

A total of €3,954 million in impairment losses, net of impairment loss reversals, was recorded as special charges (Q3 2022: special gains of €3 million).

EBIT and special items

EBIT of the Bayer Group came in at minus €3,594 million (Q3 2022: €1,199 million). This figure included net special charges of €4,303 million (Q3 2022: €153 million) that mainly related to the impairment losses in the Crop Science Division mentioned above and were primarily allocated to the line item Other operating expenses. EBIT before special items decreased by 47.6% to €709 million (Q3 2022: €1,352 million).

The following special items were taken into account in calculating EBIT and EBITDA:

								A 1
Special Items1 by Category
€ million	EBIT Q3 2022	EBIT Q3 2023	EBIT 9M 2022	EBIT 9M 2023	EBITDA Q3 2022	EBITDA Q3 2023	EBITDA 9M 2022	EBITDA 9M 2023
Total special items	(153)	(4,303)	(2,224)	(7,224)	(155)	(348)	(812)	(697)
Restructuring	(86)	(83)	(347)	(364)	(87)	(81)	(347)	(362)
of which in the Reconciliation	(60)	(36)	(115)	(90)	(61)	(36)	(115)	(90)
Acquisition/integration	5	–	2	(18)	5	–	2	(18)
Divestments	(30)	5	124	(45)	(30)	5	124	(45)
of which in the Reconciliation	–	–	(10)	–	–	–	(10)	–
Litigations/legal risks	24	(269)	(579)	(350)	24	(269)	(579)	(350)
of which in the Reconciliation	(8)	(275)	(707)	(363)	(8)	(275)	(707)	(363)
Impairment losses/loss reversals	3	(3,954)	(1,414)	(6,530)	1	–	(2)	(4)
Other	(69)	(2)	(10)	83	(68)	(3)	(10)	82

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Net income

After a financial result of minus €703 million (Q3 2022: minus €598 million), income before income taxes amounted to minus €4,297 million (Q3 2022: €601 million). The deterioration of the financial result was largely due to higher interest expense as a result of rising interest rates. After income tax expense of €280 million (Q3 2022: €49 million) and accounting for noncontrolling interest, net income amounted to minus €4,569 million (Q3 2022: €546 million).

				A 2
Financial result1
€ million	Q3 2022	Q3 2023	9M 2022	9M 2023
Income (loss) from investments in affiliated companies	(27)	(41)	(190)	(141)
Net interest expense	(264)	(327)	(847)	(867)
Other financial income/expenses	(307)	(335)	(743)	(680)
of which interest portion of discounted provisions	(130)	(140)	(340)	(356)
of which exchange gain (loss)	(92)	(165)	(156)	(222)
of which miscellaneous financial income/expenses	(85)	(30)	(247)	(102)
Total	(598)	(703)	(1,780)	(1,688)
of which special items	(54)	(144)	(252)	(310)

1 Further information on the financial result is given in Note [10] of the Annual Report 2022.

Core earnings per share

Core earnings per share decreased by 66.4% to €0.38 (Q3 2022: €1.13), mainly due to the decline in earnings at the Crop Science Division.

Earnings per share (total) came in at minus €4.66 (Q3 2022: €0.56). The difference between this figure and the one for core earnings per share is mainly due to the impairment losses mentioned above.

				A 3
Core Earnings per Share1
€ million	Q3 2022	Q3 2023	9M 2022	9M 2023
EBIT1 (as per income statements)	1,199	(3,594)	5,580	(1,577)
Amortization and impairment losses/loss reversals on goodwill and other intangible assets	679	4,481	3,460	7,757
Impairment losses/loss reversals on property, plant and equipment, and accelerated depreciation included in special items	21	47	36	602
Special items (other than accelerated depreciation, amortization and impairment losses/loss reversals)	154	347	812	696
Core EBIT1	2,053	1,281	9,888	7,478
Financial result (as per income statements)	(598)	(703)	(1,780)	(1,688)
Special items in the financial result2	54	144	252	310
Income taxes (as per income statements)	(49)	(280)	(243)	(1,019)
Special items in income taxes	–	–	–	–
Tax effects related to amortization, impairment losses/loss reversals and special items	(340)	(63)	(1,622)	(592)
Income after income taxes attributable to noncontrolling interest (as per income statements)	(6)	8	(18)	6
Above-mentioned adjustments attributable to noncontrolling interest	–	(17)	(1)	(29)
Core net income from continuing operations	1,114	370	6,476	4,466
Shares (million)
Weighted average number of shares	982.42	982.42	982.42	982.42
€
Core earnings per share from continuing operations1	1.13	0.38	6.59	4.55

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

2 Includes in particular the changes in the fair value of the interests in Century Therapeutics and Pyxis Oncology, as well as interest cost for the provisions for litigations/legal risks

Business Development by Division

Crop Science A 4

Key Data – Crop Science			Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Sales	4,692	4,365	– 7.0	+ 0.6	19,600	17,640	– 10.0	– 6.4
Change in sales1
Volume	– 10.6%	+ 25.0%			– 1.0%	– 2.5%
Price	+ 19.0%	– 24.4%			+ 17.9%	– 3.9%
Currency	+ 13.5%	– 4.7%			+ 9.4%	– 1.5%
Portfolio	0.0%	– 2.9%			0.0%	– 2.1%
Sales by region
Europe/Middle East/Africa	823	788	– 4.3	+ 3.8	4,211	4,058	– 3.6	+ 2.7
North America	910	734	– 19.3	– 6.2	8,327	7,189	– 13.7	– 11.5
Asia/Pacific	480	437	– 9.0	+ 8.2	1,808	1,720	– 4.9	+ 7.7
Latin America	2,479	2,406	– 2.9	+ 0.5	5,254	4,673	– 11.1	– 10.6
EBITDA1	619	(35)	– 105.7		6,035	3,880	– 35.7
Special items1	(10)	(11)			(12)	(88)
EBITDA before special items1	629	(24)	– 103.8		6,047	3,968	– 34.4
EBITDA margin before special items1	13.4%	– 0.5%			30.9%	22.5%
EBIT1	53	(4,573)			2,823	(4,461)
Special items1	(10)	(3,964)			(1,334)	(6,613)
EBIT before special items1	63	(609)			4,157	2,152	– 48.2
Net cash provided by (used in) operating activities	1,157	1,341	+ 15.9		1,321	(1,685)
Cash flow-relevant capital expenditures	337	309	– 8.3		726	800	+ 10.2
Research and development expenses	622	667	+ 7.2		2,197	1,649	– 24.9

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Third quarter of 2023

Sales

Sales at Crop Science in the third quarter of 2023 were level year on year at €4,365 million (Fx & portfolio adj. +0.6%). Higher volumes in all regions were mostly offset by lower prices for our glyphosate-based products following an exceptionally strong prior year.

// Sales at Corn Seed & Traits rose significantly thanks to increased prices in all regions.

• // At Herbicides, we recorded substantial price declines for our glyphosate-based products. Higher volumes in all regions were insufficient to offset this effect.
• // Business at Fungicides was up considerably, mainly due to higher volumes in Latin America.
• // Our Soybean Seed & Traits business posted double-digit percentage growth, primarily thanks to higher license revenues in Latin America.
• // Sales at Insecticides increased, especially in Europe/Middle East/Africa due to higher prices and volumes. However, we recorded a decrease in sales in Brazil, largely driven by lower prices.
• // Our Cotton Seed business recorded lower volumes in North America in a seasonally low quarter.
• // Sales at Vegetable Seeds were up, largely due to higher volumes and prices in Europe/Middle East/Africa. However, sales declined in North America as a result of lower volumes.
• // The reporting unit "Other" registered a drop in sales, especially at Industrial Turf and Ornamental (IT&O).

Sales by Strategic Business Entity

				Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Crop Science	4,692	4,365	– 7.0	+ 0.6	19,600	17,640	– 10.0	– 6.4
Corn Seed & Traits	731	835	+ 14.2	+ 21.2	4,651	5,335	+ 14.7	+ 15.3
Herbicides	1,738	1,373	– 21.0	– 17.3	6,677	4,538	– 32.0	– 30.3
Fungicides	625	691	+ 10.6	+ 16.2	2,546	2,564	+ 0.7	+ 3.8
Soybean Seed & Traits	611	681	+ 11.5	+ 15.6	1,688	1,735	+ 2.8	+ 3.3
Insecticides	383	372	– 2.9	+ 1.6	1,209	1,180	– 2.4	+ 1.0
Cotton Seed2	(6)	(7)	+ 16.7	+ 22.2	526	444	– 15.6	– 18.1
Vegetable Seeds	154	156	+ 1.3	+ 6.0	526	532	+ 1.1	+ 4.9
Other3	456	264	– 42.1	– 8.5	1,777	1,312	– 26.2	– 2.5

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

2 Starting in 2023, the cash-generating unit Cotton Seed is no longer reported under "Other" and is instead presented separately. The third quarter is mainly characterized by effects arising from the adjustment of provisions for licenses, product returns and customer rebates in connection with the end of the season.

3 Following the partial sale of Environmental Science, the remaining parts of that business – Industrial Turf & Ornamental (IT&O) and Lawn & Garden – are being reported under "Other" from 2023 onwards.

Earnings

EBITDA before special items at Crop Science declined to minus €24 million in the third quarter of 2023 (Q3 2022: €629 million), primarily due to lower prices for our glyphosate-based products. Earnings were also diminished by a mainly inflation-related increase in the cost of goods sold. There was a positive currency effect of €121 million (Q3 2022: negative currency effect of €93 million). The EBITDA margin before special items declined by 13.9 percentage points to minus 0.5%.

EBIT came in at minus €4,573 million (Q3 2022: €53 million) after net special charges of €3,964 million (Q3 2022: €10 million) that mainly related to the aforementioned impairment losses due to interest rates. The impairment losses were primarily recognized on goodwill (€3,621 million).

A 6 Special Items1 Crop Science
€ million	EBIT Q3 2022	EBIT Q3 2023	EBIT 9M 2022	EBIT 9M 2023	EBITDA Q3 2022	EBITDA Q3 2023	EBITDA 9M 2022	EBITDA 9M 2023
Restructuring	(11)	(20)	(45)	(73)	(11)	(20)	(45)	(73)
Acquisition/integration	7	–	6	(18)	7	–	6	(18)
Divestments	(38)	5	(86)	(17)	(38)	5	(86)	(17)
Litigations/legal risks	32	6	123	28	32	6	123	28
Impairment losses/loss reversals	1	(3,954)	(1,324)	(6,530)	1	–	(2)	(4)
Other	(1)	(1)	(8)	(3)	(1)	(2)	(8)	(4)
Total special items	(10)	(3,964)	(1,334)	(6,613)	(10)	(11)	(12)	(88)

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

A 5

Pharmaceuticals A 7

Key Data – Pharmaceuticals

				Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Sales	4,955	4,538	– 8.4	– 0.3	14,397	13,502	– 6.2	– 1.0
Change in sales1
Volume	+ 3.0%	+ 0.7%			+ 3.1%	– 0.2%
Price	– 0.1%	– 1.0%			– 0.5%	– 0.8%
Currency	+ 6.4%	– 7.4%			+ 4.8%	– 4.4%
Portfolio	– 0.1%	– 0.7%			+ 0.1%	– 0.8%
Sales by region
Europe/Middle East/Africa	1,829	1,772	– 3.1	+ 3.0	5,542	5,332	– 3.8	+ 0.4
North America	1,317	1,263	– 4.1	+ 2.9	3,486	3,544	+ 1.7	+ 4.3
Asia/Pacific	1,538	1,230	– 20.0	– 9.5	4,623	3,891	– 15.8	– 8.5
Latin America	271	273	+ 0.7	+ 13.6	746	735	– 1.5	+ 9.2
EBITDA1	1,501	1,420	– 5.4		4,497	3,788	– 15.8
Special items1	(72)	(18)			57	(135)
EBITDA before special items1	1,573	1,438	– 8.6		4,440	3,923	– 11.6
EBITDA margin before special items1	31.7%	31.7%			30.8%	29.1%
EBIT1	1,152	1,183	+ 2.7		3,560	3,036	– 14.7
Special items1	(71)	(20)			(33)	(137)
EBIT before special items1	1,223	1,203	– 1.6		3,593	3,173	– 11.7
Net cash provided by operating activities	1,468	1,091	– 25.7		2,527	2,240	– 11.4
Cash flow-relevant capital expenditures	265	201	– 24.2		625	651	+ 4.2
Research and development expenses2	902	786	– 12.9		2,558	2,460	– 3.8

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

2 After special items and depreciation/amortization/impairments

Third quarter of 2023

Sales

Sales at Pharmaceuticals in the third quarter of 2023 were level year on year at €4,538 million (Fx & portfolio adj. –0.3%). Our new products Nubeqa™ and Kerendia™ generated significant gains, and our Radiology business continued to grow. By contrast, we saw a significant drop in sales in China, in part due to tender procedures for Adalat™. In addition, China's anti-corruption campaign in the healthcare sector indirectly had a negative impact on demand.

• // Sales of our oral anticoagulant Xarelto™ were level year on year. Declines due to competitive and pricing pressure from generics, especially in China and the United Kingdom, were primarily offset by higher volumes in Europe. License revenues – recognized as sales – in the United States, where Xarelto™ is marketed by a subsidiary of Johnson & Johnson, were down against the prior-year quarter.
• // Business with our ophthalmology drug Eylea™ expanded thanks to higher volumes, particularly in Canada and Asia/Pacific. However, sales in Europe were down slightly due to falling prices.
• // Sales of our cancer drug Nubeqa™ nearly doubled, with gains in all regions. The product therefore maintained its growth momentum, especially in the United States and Europe, with significant increases in volumes.
• // We also achieved considerable gains with Kerendia™, our product for the treatment of patients with chronic kidney disease associated with type 2 diabetes, mainly thanks to a substantial rise in volumes in the United States.
• // Sales of our Kogenate™/Kovaltry™/Jivi™ blood-clotting medicines fell sharply as a result of competitive pressure, particularly in the United States and China.

A 8

• // Sales of our pulmonary hypertension treatment Adempas™ increased, especially in the United States. As in the past, sales reflected the proportionate recognition of the upfront and milestone payments resulting from the sGC collaboration with Merck & Co., United States.
• // Sales of Aspirin™ Cardio, our product for secondary treatment of heart attacks, decreased markedly against a strong prior-year quarter, particularly in China.
• // Our Radiology business continued to post substantial gains, especially for CT Fluid Delivery and Ultravist™, with business benefiting from increased volumes and prices in nearly all regions.

			Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Xarelto™	1,112	1,052	– 5.4	+ 0.1	3,312	3,034	– 8.4	– 5.3
Eylea™	811	802	– 1.1	+ 5.4	2,392	2,405	+ 0.5	+ 5.2
Mirena™/Kyleena™/Jaydess™	377	340	– 9.8	– 2.1	978	939	– 4.0	– 0.4
Nubeqa™	127	232	+ 82.7	+ 96.9	308	611	+ 98.4	+ 104.7
Kogenate™/Kovaltry™/Jivi™	221	173	– 21.7	– 15.8	641	557	– 13.1	– 10.4
YAZ™/Yasmin™/Yasminelle™	196	172	– 12.2	+ 1.3	606	504	– 16.8	– 8.2
Adempas™	168	170	+ 1.2	+ 6.2	483	486	+ 0.6	+ 2.7
Aspirin™ Cardio	199	150	– 24.6	– 16.1	587	462	– 21.3	– 15.5
Adalat™	232	114	– 50.9	– 44.1	683	435	– 36.3	– 31.5
Stivarga™	159	126	– 20.8	– 11.2	458	404	– 11.8	– 6.4
CT Fluid Delivery2	122	129	+ 5.7	+ 13.5	359	378	+ 5.3	+ 8.3
Ultravist™	118	116	– 1.7	+ 10.7	335	358	+ 6.9	+ 15.0
Gadovist™ product family	127	120	– 5.5	+ 1.1	363	353	– 2.8	+ 2.0
Kerendia™	28	66	+ 135.7	+ 146.0	59	185	+ 213.6	+ 219.9
Betaferon™/Betaseron™	76	58	– 23.7	– 20.9	234	175	– 25.2	– 24.0
Total best-selling products	4,073	3,820	– 6.2	+ 1.0	11,798	11,286	– 4.3	– 0.1
Proportion of Pharmaceuticals sales	82%	84%			82%	84%

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

2 2022 figures restated; CT Fluid Delivery comprises injection systems marketed primarily as part of the Stellant™ product family.

Earnings

EBITDA before special items at Pharmaceuticals fell 8.6% to €1,438 million in the third quarter of 2023 (Q3 2022: €1,573 million) compared to a strong prior-year period. This was primarily due to an unfavorable product mix and higher investments in our cell and gene therapy and chemoproteomics technologies, as well as projects in advanced clinical development. The prior-year period had also benefited from higher proceeds from the sale of noncore businesses. By contrast, lower costs for our marketing activities had a positive impact. There was a negative currency effect of €47 million (Q3 2022: positive currency effect of €13 million). The EBITDA margin before special items was level year on year at 31.7%.

EBIT came in at €1,183 million (Q3 2022: €1,152 million) after special charges of €20 million (Q3 2022: €71 million) mainly relating to ongoing restructuring projects.

Special Items1 Pharmaceuticals

€ million	EBIT Q3 2022	EBIT Q3 2023	EBIT 9M 2022	EBIT 9M 2023	EBITDA Q3 2022	EBITDA Q3 2023	EBITDA 9M 2022	EBITDA 9M 2023
Restructuring	(11)	(19)	(162)	(180)	(11)	(17)	(162)	(178)
Acquisition/integration	(2)	–	(4)	–	(2)	–	(4)	–
Divestments	8	–	220	(28)	8	–	220	(28)
Litigations/legal risks	–	–	5	(15)	–	–	5	(15)
Impairment losses/loss reversals	2	–	(90)	–	–	–	–	–
Other	(68)	(1)	(2)	86	(67)	(1)	(2)	86
Total special items	(71)	(20)	(33)	(137)	(72)	(18)	57	(135)

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Consumer Health A 10

Key Data – Consumer Health

				Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Sales	1,548	1,410	– 8.9	+ 1.7	4,556	4,449	– 2.3	+ 3.7
Changes in sales1
Volume	– 3.8%	– 6.5%			+ 3.2%	– 4.9%
Price	+ 8.2%	+ 8.2%			+ 6.1%	+ 8.6%
Currency	+ 10.0%	– 10.1%			+ 7.3%	– 5.7%
Portfolio	+ 0.6%	– 0.5%			+ 0.6%	– 0.3%
Sales by region
Europe/Middle East/Africa	472	468	– 0.8	+ 7.5	1,425	1,432	+ 0.5	+ 6.2
North America	628	522	– 16.9	– 8.9	1,820	1,728	– 5.1	– 2.4
Asia/Pacific	247	219	– 11.3	– 0.8	737	691	– 6.2	+ 0.3
Latin America	201	201	0.0	+ 24.3	574	598	+ 4.2	+ 21.5
EBITDA1	332	305	– 8.1		1,029	1,006	– 2.2
Special items1	(4)	(8)			(25)	(21)
EBITDA before special items1	336	313	– 6.8		1,054	1,027	– 2.6
EBITDA margin before special items1	21.7%	22.2%			23.1%	23.1%
EBIT1	239	213	– 10.9		762	734	– 3.7
Special items1	(4)	(8)			(25)	(21)
EBIT before special items1	243	221	– 9.1		787	755	– 4.1
Net cash provided by operating activities	300	273	– 9.0		729	508	– 30.3
Cash flow-relevant capital expenditures	41	34	– 17.1		99	89	– 10.1
Research and development expenses	50	54	+ 8.0		154	159	+ 3.2

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Third quarter of 2023

Sales

Sales at Consumer Health increased by 1.7% (Fx & portfolio adj.) to €1,410 million in the third quarter of 2023, with growth slowed by a weaker economic environment. Business in the Allergy & Cold category was down slightly amid a persistently weak allergy season. By contrast, our Dermatology business performed very strongly, with growth across all regions. The Pain & Cardio category also posted gains.

// Sales in Europe/Middle East/Africa rose sharply, with business up in all categories. Despite supply constraints, we recorded substantial growth at Digestive Health, partly driven by Rennie™. Sales also increased by a double-digit percentage at Nutritionals. In addition, our Pain & Cardio and Dermatology businesses posted significant gains, thanks in part to the Aspirin™ product family and Canesten™.

A 9

• // Sales in North America decreased markedly due to a weaker market environment overall that was largely reflected in inventory reductions by our customers and subdued consumer demand. Business was down most significantly at Digestive Health, which had seen a very strong prior-year quarter, and at Pain & Cardio. The weak market environment also impacted the Allergy & Cold category. By contrast, we recorded sales growth at Dermatology, partly thanks to Canesten™.
• // Sales in Asia/Pacific were level with the prior-year quarter. We recorded significant gains in the Allergy & Cold, Digestive Health and Dermatology categories that were partly driven by Claritin™, Talcid™ and Bepanthen™. However, our Nutritionals business saw sales fall significantly, in part due to a weaker market environment.
• // Sales in Latin America rose sharply, with double-digit percentage growth in all categories. Business expanded particularly strongly in the Pain & Cardio and Dermatology categories, with Actron™ and Bepanthen™ among the drivers.

Sales by Category
				Change (%)1				Change (%)1
€ million	Q3 2022	Q3 2023	Reported	Fx & p adj.	9M 2022	9M 2023	Reported	Fx & p adj.
Consumer Health	1,548	1,410	– 8.9	+ 1.7	4,556	4,449	– 2.3	+ 3.7
Nutritionals	392	334	– 14.8	– 0.7	1,189	1,057	– 11.1	– 3.5
Allergy & Cold	342	312	– 8.8	– 2.6	1,001	1,045	+ 4.4	+ 6.4
Dermatology	328	325	– 0.9	+ 8.5	970	1,007	+ 3.8	+ 9.9
Pain & Cardio	240	211	– 12.1	+ 4.4	683	656	– 4.0	+ 7.4
Digestive Health	233	212	– 9.0	– 2.1	672	638	– 5.1	– 1.7
Other	13	16	+ 23.1	+ 30.8	41	46	+ 12.2	+ 26.4

Fx & p adj. = currency- and portfolio-adjusted

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Earnings

EBITDA before special items at Consumer Health decreased by 6.8% to €313 million in the third quarter of 2023 (Q3 2022: €336 million), mainly due to a negative currency effect of €57 million (Q3 2022: positive currency effect of €28 million). We were able to offset the decline in volumes and inflation-driven rise in costs thanks to our continuous cost and price management efforts. The EBITDA margin before special items rose by 0.5 percentage points to 22.2%.

EBIT came in at €213 million (Q3 2022: €239 million) after special charges of €8 million (Q3 2022: €4 million) relating to restructuring measures.

								A 12
Special Items1 Consumer Health
€ million	EBIT Q3 2022	EBIT Q3 2023	EBIT 9M 2022	EBIT 9M 2023	EBITDA Q3 2022	EBITDA Q3 2023	EBITDA 9M 2022	EBITDA 9M 2023
Restructuring	(4)	(8)	(25)	(21)	(4)	(8)	(25)	(21)
Total special items	(4)	(8)	(25)	(21)	(4)	(8)	(25)	(21)

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

A 11

Financial Position of the Bayer Group

Statement of Cash Flows

Net cash provided by operating activities

// Net operating cash flow in the third quarter of 2023 amounted to €2,576 million (Q3 2022: €2,654 million), with the slight decrease against the prior-year period primarily due to the decline in business. Payments to resolve proceedings in the litigations surrounding glyphosate, PCBs, Essure™ and dicamba resulted in a net outflow of €246 million (Q3 2022: €122 million).

Net cash used in investing activities

• // Net investing cash flow in the third quarter of 2023 stood at minus €138 million (Q3 2022: minus €419 million).
• // Net cash inflows from current financial assets totaled €572 million (Q3 2022: €274 million) and were largely attributable to the sale of investments in money market funds.

Net cash used in financing activities

• // There was a net cash outflow of €160 million for financing activities in the third quarter of 2023 (Q3 2022: €1,340 million).
• // Net borrowings led to a cash inflow of €267 million that was mainly attributable to the issuance of new hybrid bonds for general corporate purposes (Q3 2022: outflows of €1,081 million for net loan repayments).
• // Net interest payments amounted to €377 million (Q3 2022: €255 million).

Free cash flow

// Free cash flow came in at €1,626 million in the third quarter of 2023 (Q3 2022: €1,738 million).

Net financial debt

• // Net financial debt of the Bayer Group decreased by €0.9 billion in the third quarter of 2023 to €38.7 billion (June 30, 2023: €39.6 billion), mainly as a result of cash inflows from operating activities.
• // Bayer AG placed new hybrid bonds with a total volume of €1.75 billion in September 2023. The two tranches have a final maturity of 60 years. The first tranche in the amount of €750 million with a noncall period of 5.25 years pays a coupon of 6.625%. The second tranche in the amount of €1.0 billion with a noncall period of 8.25 years pays a coupon of 7.000%. The proceeds were used for general corporate purposes, including the repurchase of hybrid bonds in the amount of €1.4 billion maturing in 2074 (callable on July 1, 2024) and 2079 (callable on February 12, 2025) before the first call date.
• // In early November 2023, Bayer AG repaid €1.5 billion of the new €3 billion credit line with banks that it had agreed and drawn on in May 2022, and exercised its extension option for repayment of the outstanding portion – €1.5 billion – for a further six months.

Corporate Outlook

We confirm the revised Group outlook for 2023 published in our Half-Year Financial Report.

Condensed Consolidated Interim Financial Information as of September 30, 2023

Bayer Group Condensed Consolidated Income Statements

				B 1
€ million	Q3 2022	Q3 2023	9M 2022	9M 2023
Net sales	11,281	10,342 (4,812)	38,739	35,775 (15,263)
Cost of goods sold	(4,247)		(15,103)
Gross profit	7,034	5,530	23,636	20,512
Selling expenses	(3,358)	(3,053)	(10,378)	(9,643)
Research and development expenses	(1,576)	(1,502)	(4,958)	(4,301)
General administration expenses	(721)	(551)	(2,118)	(1,698)
Other operating income	292	106	1,581	1,104
Other operating expenses	(472)	(4,124)	(2,183)	(7,551)
EBIT1	1,199	(3,594)	5,580	(1,577)
Equity-method income (loss)	(42)	(38)	(101)	(120)
Financial income	81	140	198	352
Financial expenses	(637)	(805)	(1,877)	(1,920)
Financial result	(598)	(703)	(1,780)	(1,688)
Income before income taxes	601	(4,297)	3,800	(3,265)
Income taxes	(49)	(280)	(243)	(1,019)
Income after income taxes	552	(4,577)	3,557	(4,284)
of which attributable to noncontrolling interest	6	(8)	18	(6)
of which attributable to Bayer AG stockholders (net income)	546	(4,569)	3,539	(4,278)
€
Earnings per share
Basic	0.56	(4.66)	3.60	(4.36)
Diluted	0.56	(4.66)	3.60	(4.36)

1 For definition see Annual Report 2022, A 2.3 "Alternative Performance Measures Used by the Bayer Group."

Bayer Group Condensed Consolidated Statements of Financial Position

€ million	Sept. 30, 2022	Dec. 31, 2022	Sept. 30, 2023
Noncurrent assets
Goodwill	43,452	39,648	33,876
Other intangible assets	25,997	24,183	23,169
Property, plant and equipment	13,921	13,674	13,449
Investments accounted for using the equity method	914	893	907
Other financial assets	2,023	2,049	1,914
Other receivables	1,130	1,065	1,170
Deferred taxes	5,161	5,605	5,229
	92,598	87,117	79,714
Current assets
Inventories	12,791	13,636	13,956
Trade accounts receivable	11,000	10,312	10,532
Other financial assets	4,713	5,208	2,491
Other receivables	2,038	1,923	1,964
Claims for income tax refunds	1,709	1,507	1,758
Cash and cash equivalents	4,361	5,171	6,815
Assets held for sale	1,800	3	12
	38,412	37,760	37,528
Total assets	131,010	124,877	117,242
Equity
Capital stock	2,515	2,515	2,515
Capital reserves	18,261	18,261	18,261
Other reserves	20,496	17,997	12,604
Equity attributable to Bayer AG stockholders	41,272	38,773	33,380
Equity attributable to noncontrolling interest	195	153	167
	41,467	38,926	33,547
Noncurrent liabilities
Provisions for pensions and other post-employment benefits	5,021	4,388	3,088
Other provisions	7,377	8,591	8,447
Refund liabilities	246	10	288
Contract liabilities	600	561	478
Financial liabilities	39,460	33,791	35,111
Income tax liabilities	1,663	1,672	1,499
Other liabilities	1,347	1,127	969
Deferred taxes	657	727	734
	56,371	50,867	50,614
Current liabilities
Other provisions	8,647	5,092	3,301
Refund liabilities	6,582	5,583	6,347
Contract liabilities	1,793	4,163	1,396
Financial liabilities	5,331	7,861	12,313
Trade accounts payable	6,549	7,545	6,500
Income tax liabilities	1,025	1,056	780
Other liabilities	3,088	3,784	2,444
Liabilities directly related to assets held for sale	157	–	–
	33,172	35,084	33,081
Total equity and liabilities	131,010	124,877	117,242

B 2

Bayer Group Condensed Consolidated Statements of Cash Flows

€ million	Q3 2022	Q3 2023	9M 2022	9M 2023
Income after income taxes	552	(4,577)	3,557	(4,284)
Income taxes	49	280	243	1,019
Financial result	598	703	1,780	1,688
Income taxes paid	(374)	(269)	(1,342)	(1,141)
Depreciation, amortization and impairment losses (loss reversals)	1,097	4,930	4,659	9,563
Change in pension provisions	(58)	(109)	(205)	(357)
(Gains) losses on retirements of noncurrent assets	(41)	(39)	(380)	(81)
Decrease (increase) in inventories	(1,129)	(79)	(910)	(273)
Decrease (increase) in trade accounts receivable	4,085	3,242	252	(290)
(Decrease) increase in trade accounts payable	254	368	(736)	(1,091)
Changes in other working capital, other noncash items	(2,379)	(1,874)	(2,886)	(5,243)
Net cash provided by (used in) operating activities	2,654	2,576	4,032	(490)
Cash outflows for additions to property, plant, equipment and intangible assets	(726)	(683)	(1,625)	(1,755)
Cash inflows from the sale of property, plant, equipment and other assets	144	10	601	112
Cash outflows for divestments less divested cash	–	15	–	–
Income tax payments related to divestments and asset sales	–	(118)	–	(472)
Cash inflows from noncurrent financial assets	25	6	28	136
Cash outflows for noncurrent financial assets	(180)	(46)	(494)	(292)
Cash outflows for acquisitions less acquired cash	(21)	(4)	(36)	(485)
Interest and dividends received	65	110	112	271
Cash inflows from (outflows for) current financial assets	274	572	(1,034)	2,852
Net cash provided by (used in) investing activities	(419)	(138)	(2,448)	367
Capital contributions	–	–	15	23
Dividend payments	(4)	(4)	(1,970)	(2,364)
Issuances of debt	52	4,227	6,523	10,163
Retirements of debt	(1,133)	(3,960)	(5,819)	(5,026)
Interest paid including interest-rate swaps	(255)	(395)	(869)	(1,000)
Interest received from interest-rate swaps	–	18	41	24
Cash outflows for the purchase of additional interests in subsidiaries	–	(46)	–	(46)
Net cash provided by (used in) financing activities	(1,340)	(160)	(2,079)	1,774
Change in cash and cash equivalents due to business activities	895	2,278	(495)	1,651
Cash and cash equivalents at beginning of period	3,415	4,481	4,564	5,171
Change in cash and cash equivalents due to changes
in scope of consolidation	–	–	3	(1)
Change in cash and cash equivalents due to exchange rate movements	55	56	293	(6)
Cash and cash equivalents at end of period	4,365	6,815	4,365	6,815

B 3

Legal Risks

To find out more about the Bayer Group's legal risks, please see Note 30 to the consolidated financial statements in the Bayer Annual Report 2022, which can be downloaded free of charge at www.bayer.com. Since the Bayer Annual Report 2022, the following significant changes have occurred in respect of the legal risks:

Roundup™ (glyphosate): A large number of lawsuits from plaintiffs claiming to have been exposed to glyphosate-based products manufactured by Bayer's subsidiary Monsanto have been served upon Monsanto in the United States. Glyphosate is the active ingredient contained in a number of Monsanto's herbicides. Plaintiffs allege personal injuries resulting from exposure to those products. As of October 10, 2023, Monsanto had reached settlements and/or was close to settling in a substantial number of claims. We consider that, of the approximately 165,000 claims in total, approximately 113,000 have been settled or are not eligible for various reasons.

The company has two appeals pending in federal court on preemption grounds. In Carson, in July 2023, the 11th Circuit Federal Court of Appeals ruled that the three-judge panel conducted an incorrect analysis and sent the case back to the panel for further review. In August 2023, the three-judge panel granted the company's motion for supplemental briefing. The second appeal is Schaffner, pending in the Third Circuit Federal Court of Appeals.

In September 2023, the jury in the Evard (Cook County, Illinois) case issued a verdict in Monsanto's favor, determining that neither Roundup™ nor polychlorinated biphenyl ("PCBs") caused the plaintiff's cancer. PCBs are chemicals that were widely used for various purposes until the manufacture of PCBs was prohibited by the Environmental Protection Agency ("EPA") in the United States in 1979. Also in September 2023, the judge in the McCostlin (St. Louis County, Missouri) case issued a directed verdict in Monsanto's favor, finding the plaintiff failed to make a submissible case on causation and entering judgment in favor of Monsanto accordingly. These are the eighth and the ninth consecutive trial wins for the company. Additionally, in the Peters case (Roundup™ and PCBs, Hawaii First Circuit Court), which was scheduled for trial in October 2023, the Court granted Summary Judgment in favor of Monsanto, finding that the plaintiff's labeling and failure to warn claims are preempted. The court permitted the plaintiff to appeal, and the trial is postponed indefinitely. Several additional trials have begun or are scheduled to begin in 2023.

In October 2023, three juries returned verdicts in favor of the plaintiffs. In Durnell (City of St. Louis, Missouri), the jury found in Monsanto's favor on two of three counts – design defect and negligence – and refused to award punitive damages. The jury found for plaintiff on one count – failure to warn – and awarded minimal compensatory damages of US\$1.25 million. In Caranci (Philadelphia, Pennsylvania), the jury entered a divided verdict in favor of plaintiff, awarding US\$25 million in compensatory damages and US\$150 million in punitive damages. In Dennis (San Diego, California), the jury found in Monsanto's favor on two of four counts – design defect and negligence, but entered a verdict in favor of plaintiff on the two remaining counts – failure to warn and sufficiency of warning, awarding US\$7 million in compensatory damages and US\$325 million in punitive damages. Monsanto plans to appeal all three jury verdicts, based on numerous evidentiary and legal errors, as well as unconstitutionally excessive damage awards.

Dicamba: Since 2016, a number of lawsuits have been filed against Bayer's subsidiary Monsanto in the United States. The general claims are that off-target movement from the dicamba herbicide and/or the Xtend™ system has damaged non-dicamba-tolerant soybean and other crops. We continue to receive new dicamba-related claims that could be potential future lawsuits. The most significant of those was a claim by Frey Farms, which is a producer of watermelons, pumpkins and other vegetables. In April 2023, the parties entered into an agreement to resolve all of the claims of Frey Farms. Taking into account the payments already made, the remaining provision for settlements amounts to approximately US\$0.1 billion as of September 30, 2023.

MON 87429/MON 94313: In August 2022, Corteva Agriscience LLC ("Corteva") filed a complaint in a US federal court against Bayer. Corteva alleges infringement of three patents held by Corteva by Bayer's herbicide tolerance technologies MON 87429 (corn) and MON 94313 (soybeans), respectively. However, Bayer asserts that its technologies do not infringe any valid patent claim of Corteva and that all three patents of Corteva are invalid.

Roundup Ready™ Soybean, Event GTS40-3-2: In October 2023, Bayer's subsidiaries Monsanto Company and Monsanto do Brasil were served with an action filed in the Brazilian Superior Court of Justice by the rural unions of Sertão, Passo Fundo and Santiago in the State of Rio Grande do Sul (RS) and the Federation of Agricultural Workers in Rio Grande do Sul (FETAG-RS). The action challenges a 2019 decision by the court that had confirmed the protection of Roundup Ready™ soybeans under Brazilian patent law independent from plant variety protection and denied claims for a refund of paid royalties. Bayer believes it has meritorious defenses and intends to defend itself vigorously.

BASF arbitration: In 2019, Bayer was served with a request for arbitration by BASF SE. BASF alleged indemnification claims under asset purchase agreements related to the divestment of certain Crop Science businesses to BASF. In August 2022, the arbitral tribunal dismissed BASF's claims in their entirety and awarded Bayer approximately two-thirds of its arbitration fees and costs. In April 2023, the Higher Regional Court of Frankfurt (Main) issued a decision rejecting BASF's motion to set aside the award. However, the court found that the arbitral award technically was invalid because it did not comply with a German procedural rule regarding the signatures of the tribunal members. According to the court decision the original arbitration proceedings have not yet come to an end and still have to be concluded by a valid arbitration award that fully complies with the procedural rules. Bayer disagrees with the court decision. Both parties have appealed the decision.

Mine permit Idaho: In 2019, the United States Bureau of Land Management (BLM) granted a permit to Bayer's subsidiary P4 Production, LLC, for a new phosphate mine in Idaho. Phosphorus is needed for glyphosate, which is contained in a number of Bayer's herbicides, including Roundup™ agricultural herbicides. In 2021, three non-governmental organizations (NGOs) challenged the permit in the United States District Court for the District of Idaho. P4 Production joined the proceeding as an intervenor. In June 2023, the court vacated the permit. We are preparing a new mine permit application and evaluating other phosphate ore opportunities. We have joined the BLM in filing an appeal of the Court's decisions.

PCBs: Bayer's subsidiary Monsanto has been named in lawsuits brought by various governmental entities in the United States claiming that Monsanto, Pharmacia and Solutia, collectively as a manufacturer of PCBs, should be responsible for a variety of damages due to PCBs in the environment, including bodies of water, regardless of how PCBs came to be located there. PCBs are chemicals that were widely used for various purposes until the manufacture of PCBs was prohibited by the EPA in the United States in 1979. In June 2023, the Vermont Attorney General filed suit in state court alleging claims for damages related to PCB contamination of the state's environment and its school buildings. The same month, a second and similar complaint (Addison Central School District) was filed in federal court (District of Vermont) by private lawyers representing 93 Vermont school districts alleging PCB contamination in school buildings. Also in June 2023, the Delaware Supreme Court affirmed, in part, and reversed, in part, the Delaware Superior Court's prior complete dismissal of the Delaware State Attorney General's lawsuit alleging environmental damages from PCBs. The Delaware AG's suit will now proceed again in Superior Court consistent with the Delaware Supreme Court's opinion. In September 2023, Bayer reached an agreement to settle a lawsuit brought by the Attorney General of the State of Pennsylvania for approximately US\$100 million. This same month, Bayer agreed to a pre-suit settlement of claims from the Attorney General of the State of Virginia for approximately US\$80 million. Also in September 2023, the City of Chicago and the City of Milwaukee filed lawsuits alleging damages from the presence of PCBs in their waterways and environments. Both cities were opt-outs from the prior national municipal water class settlement.

Monsanto also faces numerous lawsuits claiming personal injury and/or property damage due to use of and exposure to PCB products. There is one group of cases with approximately 200 plaintiffs claiming a wide variety of personal injuries allegedly due to PCBs in the building products of a school (Sky Valley Education Center "SVEC") in King County, Washington. In July 2023, the jury in the Clinger SVEC trial returned a verdict awarding both compensatory and punitive damages to two plaintiffs in the total amount of US\$72 million, but a mistrial was declared for the five remaining plaintiffs after the jury was unable to reach a decision on their claims. Bayer disagrees with each of the adverse verdicts and plans to pursue post-trial motions and an appeal based on multiple legal errors. Two additional SVEC trials started in September (Heit) and October (Bard) 2023.

In August 2023, nine cases were filed in Massachusetts state court involving 16 plaintiffs who allege various personal injuries from alleged exposure to PCBs in or near a former General Electric landfill.

In September 2023, a putative class action lawsuit (Neddo) was filed in the District of Vermont by a mother on behalf of her three children who attended a local school. She alleges they are at increased risk of negative health issues from PCB exposure and seeks the cost of medical monitoring. The complaint identifies 26 allegedly contaminated schools, and the proposed class is defined as all individuals who attended or worked at one of the contaminated schools.

Shareholder litigation concerning Monsanto acquisition: In Germany and the United States, investors have filed lawsuits claiming damages suffered due to the drop in the company's share price. Plaintiffs allege that the company's capital market communication in connection with the acquisition of Monsanto Company was flawed. In the proceeding in the United States, the United States District Court for the Northern District of California certified a class in May 2023.

Financial Calendar

2023 Annual Report
Annual Stockholders' Meeting 2024	March 5, 2024
Q1 2024 Quarterly Statement	April 26, 2024
2024 Half-Year Report	May 14, 2024
	August 6, 2024

Reporting Principles

The present document is a Quarterly Statement pursuant to Section 53 of the Exchange Rules of the Frankfurt Stock Exchange (as of April 3, 2023) and does not constitute an interim report according to the International Accounting Standard (IAS) 34. This Quarterly Statement should be read in conjunction with the Annual Report for the 2022 fiscal year and the additional information about the company provided therein. The Annual Report 2022 is available on our website at www.bayer.com. The accounting policies and measurement principles applied in this Quarterly Statement are based on those used in the consolidated financial statements of the Bayer Group for fiscal 2022.

Masthead

Published by Date of publication Bayer AG, 51368 Leverkusen, Germany Wednesday, November 8, 2023

Editor English edition Danielle Staudt-Gersdorf, phone +49 214 3046309 Translation Services Email: danielle.staudt-gersdorf@bayer.com Global Business Services – Germany

Peter Dahlhoff, phone +49 214 60001494 www.bayer.com Email: peter.dahlhoff@bayer.com

Investor Relations Bayer on the internet

Forward-Looking Statements

This Quarterly Statement may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer's public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Legal Notice

The product names designated with ™ are brands of the Bayer Group or our distribution partners and are registered trademarks in many countries.