Quarterly Report • Oct 29, 2008
Quarterly Report
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Financial Report as of September 30, 2008
| R Bayer Group Key Data ………………………………………………………………………………………… 2 | |
|---|---|
| Interim Group Management Report as of September 30, 2008 | |
| R Overview of Sales, Earnings and Financial Position…………………………………………… 4 | |
| R Future Perspectives ……………………………………………………………………………………………… 6 | |
| R Performance by Subgroup and Segment …………………………………………………………… 8 | |
| R Bayer HealthCare …………………………………………………………………………………………… 10 | |
| R Bayer CropScience ………………………………………………………………………………………… 16 | |
| R Bayer MaterialScience …………………………………………………………………………………… 20 | |
| R Calculation of ebit(da) Before Special Items …………………………………………………… 24 | |
| R Liquidity and Capital Resources ………………………………………………………………………… 24 | |
| R Employees …………………………………………………………………………………………………………… 27 | |
| R Opportunities and Risks ……………………………………………………………………………………… 27 | |
| R Subsequent Events ……………………………………………………………………………………………… 27 | |
| R Investor Information ………………………………………………………………………………………… 28 | |
| Condensed Consolidated Interim Financial Statements as of September 30, 2008 |
|
| R Bayer Group Consolidated Statements of Income …………………………………………… 30 | |
| R Bayer Group Consolidated Balance Sheets ……………………………………………………… 31 | |
| R Bayer Group Consolidated Statements of Cash Flows …………………………………… 32 | |
| R Bayer Group Consolidated Statements of Recognized Income and Expense … 33 R Notes to the Condensed Consolidated Interim Financial Statements |
|
| as of September 30, 2008 …………………………………………………………………………………… 34 | |
| R Key Data by Segment …………………………………………………………………………………… 34 | |
| R Key Data by Region ……………………………………………………………………………………… 36 | |
| R Explanatory Notes ………………………………………………………………………………………… 38 | |
| R Focus …………………………………………………………………………………………………………………… 46 | |
| R News …………………………………………………………………………………………………………………… 48 | |
| R Financial Calendar …………………………………………………………………………………………… 54 |
R Masthead …………………………………………………………………………………………………………… 55
The process of drug discovery is both time-consuming and expensive. Pharmaceutical research scientists nowadays combine chemistry with the latest automation technology. Bayer HealthCare's development of the antithrombosis drug Xarelto® is a shining example of successful partnership between high-tech and classical chemistry. Our cover picture shows Bayer HealthCare employee Sandra Bilo with a high-throughput screening system. Each of the microtiter plates holds 1,536 test compounds, which the fully automated system investigates for biological activity. This is how promising drug candidates are identifi ed for subsequent development into successful medicinal products. Read more about Xarelto® on page 46.
| 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change | Full Year 2007 |
|
|---|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | € million | |
| Sales | 7,793 | 7,948 | + 2.0 | 24,345 | 24,995 | + 2.7 | 32,385 |
| Change in sales | |||||||
| Volume | + 5.8 % | + 2.5 % | + 6.0 % | + 5.6 % | + 5.6 % | ||
| Price | + 1.2 % | + 2.6 % | + 0.6 % | + 1.6 % | + 0.5 % | ||
| Currency | – 2.7 % | – 4.0 % | – 3.3 % | – 5.1 % | – 3.6 % | ||
| Portfolio | + 0.1 % | + 0.9 % | + 12.7 % | + 0.6 % | + 9.3 % | ||
| EBITDA1 | 1,439 | 1,334 | – 7.3 | 4,785 | 5,163 | + 7.9 | 5,866 |
| Special items | (120) | (159) | (570) | (411) | (911) | ||
| EBITDA before special items | 1,559 | 1,493 | – 4.2 | 5,355 | 5,574 | + 4.1 | 6,777 |
| EBITDA margin before special items | 20.0 % | 18.8 % | 22.0 % | 22.3 % | 20.9 % | ||
| EBIT 2 | 677 | 684 | + 1.0 | 2,769 | 3,132 | + 13.1 | 3,154 |
| Special items | (276) | (207) | (744) | (504) | (1,133) | ||
| EBIT before special items | 953 | 891 | – 6.5 | 3,513 | 3,636 | + 3.5 | 4,287 |
| EBIT margin before special items | 12.2 % | 11.2 % | 14.4 % | 14.5 % | 13.2 % | ||
| Non-operating result | (266) | (276) | – 3.8 | (741) | (813) | – 9.7 | (920) |
| Net income | 1,175 | 277 | – 76.4 | 4,644 | 1,613 | – 65.3 | 4,711 |
| Earnings per share (€) 3 | 1.46 | 0.37 | 5.73 | 2.06 | 5.84 | ||
| Core earnings per share (€) 4 | 0.81 | 0.85 | 3.09 | 3.46 | 3.80 | ||
| Gross cash flow 5 | 1,165 | 1,171 | + 0.5 | 3,763 | 4,144 | + 10.1 | 4,784 |
| Net cash flow 6 | 1,623 | 1,234 | – 24.0 | 2,814 | 2,651 | – 5.8 | 4,281 |
| Cash outflows for capital expenditures | 482 | 492 | + 2.1 | 1,123 | 1,127 | + 0.4 | 1,860 |
| Research and development expenses | 640 | 662 | + 3.4 | 1,915 | 1,943 | + 1.5 | 2,578 |
| Depreciation and amortization | 762 | 650 | – 14.7 | 2,016 | 2,031 | + 0.7 | 2,712 |
| Number of employees at end of period 7 | 106,200 | 108,600 | + 2.3 | 106,200 | 108,600 | + 2.3 | 106,200 |
| Personnel expenses | 1,781 | 1,887 | + 6.0 | 5,573 | 5,739 | + 3.0 | 7,571 |
EBITDA: EBIT plus amortization of intangible assets and depreciation of property, plant and equipment. EBITDA before special items and EBITDA margin are not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. The company considers underlying EBITDA to be more a suitable indicator of operating performance since it is not affected by depreciation, amortization, write-downs / write-backs or special items. The company also believes that this indicator gives readers a clearer picture of the results of operations and ensures greater comparability of data over time. The underlying EBITDA margin is calculated by dividing underlying EBITDA by sales. See also page 24.
EBIT as shown in the income statement
Earnings per share as defined in IAS 33 = net income divided by the average number of shares. For details see page 41.
Core earnings per share is not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. The company believes that this indicator gives readers a clearer picture of the results of operations and ensures greater comparability of data over time. The calculation of core earnings per share is explained on page 29. Gross cash flow = income from continuing operations after taxes, plus income taxes, plus / minus non-operating result, minus income taxes paid, plus depreciation, amortization and write-downs, minus write-backs, plus/minus changes in pension provisions, minus gains / plus losses on retirements of noncurrent assets, plus non-cash effects of the remeasurement of acquired assets. The change in pension provisions includes the elimination of non-cash components of the operating result. It also contains benefit payments during the year. For details see page 24ff. 6
Net cash flow = cash flow from operating activities according to IAS 7
Number of employees in full-time equivalents
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
Bayer continued on its path of growth in the third quarter of 2008. Sales rose by 2.0 percent to €7,948 million (q3 2007: €7,793 million). Adjusted for currency and portfolio effects, sales rose by 5.1 percent. HealthCare improved sales by 6.1 percent. Sales of CropScience gained a substantial 14.0 percent. Business of MaterialScience was at the previous year's level (-0.5 percent) in a diffi cult market environment.
| Sales by Market | EBITDA Before Special Items | ||||
|---|---|---|---|---|---|
| € million | Total | € million | |||
| Q1 | Q1 | ||||
| 2007 | 1,301 7,034 |
8,335 | 2007 | 1,990 | |
| 2008 | 1,325 7,211 |
8,536 | 2008 | 2,185 | |
| Q2 | Q2 | ||||
| 2007 | 1,199 7,018 |
8,217 | 2007 | 1,806 | |
| 2008 | 1,202 7,309 |
8,511 | 2008 | 1,896 | |
| Q3 | Q3 | ||||
| 2007 | 1,190 6,603 |
7,793 | 2007 | 1,559 | |
| 2008 | 1,227 6,721 |
7,948 | 2008 | 1,493 | |
| Q4 | Q4 | ||||
| 2007 | 1,125 6,915 |
8,040 | 2007 | 1,422 | |
| 2008 | 2008 | ||||
| Domestic Foreign |
ebitda before special items for the third quarter came in at €1,493 million, down 5 4.2 percent from the prior-year fi gure of €1,559 million in the face of continuing adverse exchange-rate effects and higher raw material and energy costs compared to the previous year. HealthCare earnings grew by 6.8 percent to €1,018 million (q3 2007: €953 million). CropScience raised earnings by 24.0 percent to €207 million (q3 2007: €167 million) thanks to the strong performance of the business. By contrast, ebitda before special items of MaterialScience fell by 39.4 percent to €255 million (q3 2007: €421 million). As a result, third-quarter ebitda for the Bayer Group as a whole declined by 7.3 percent to €1,334 million.
ebit before special items declined by 6.5 percent in the third quarter of 2008 to €891 million (q3 2007: €953 million). Special items totaled minus €207 million (q3 2007: minus €276 million), with HealthCare accounting for minus €160 million (q3 2007: minus €269 million), CropScience for minus €42 million (q3 2007: minus €4 million) and MaterialScience for minus €5 million (q3 2007: minus €3 million). ebit edged ahead by 1.0 percent to €684 million (q3 2007: €677 million).
After a non-operating result of minus €276 million (q3 2007: minus €266 million), income before income taxes for the third quarter came in at €408 million (q3 2007: €411 million). The non-operating result contained net interest expense of €159 million (q3 2007: €180 million). After tax expense of €133 million (q3 2007: tax income of €769 million), income from continuing operations came to €275 million (q3 2007: €1,180 million). The net tax income in the prior-year quarter was due to €911 million in one-time non-cash tax income arising from the corporate tax reform in Germany. After minority interest, net income in the third quarter of 2008 came to €277 million (q3 2007: €1,175 million). Earnings per share were €0.37 (q3 2007: €1.46). Core earnings per share improved to €0.85 (q3 2007: €0.81). The calculation of core earnings per share is explained on page 29.
| Gross Cash Flow | Net Cash Flow | ||
|---|---|---|---|
| € million | € million | ||
| Q1 | Q1 | ||
| 2007 | 1,411 | 2007 | 375 |
| 2008 | 1,651 | 2008 | 528 |
| Q2 | Q2 | ||
| 2007 | 1,187 | 2007 | 816 |
| 2008 | 1,322 | 2008 | 889 |
| Q3 | Q3 | ||
| 2007 | 1,165 | 2007 | 1,623 |
| 2008 | 1,171 | 2008 | 1,234 |
| Q4 | Q4 | ||
| 2007 | 1,021 | 2007 | 1,467 |
| 2008 | 2008 | ||
Gross cash fl ow edged ahead by 0.5 percent year on year in the third quarter of 2008, to €1,171 million. Due to a smaller decline in working capital than in the prior-year quarter, net cash fl ow was down by 24.0 percent to €1,234 million. Net debt was €13.7 billion as of September 30, 2008, up €0.4 billion from June 30, 2008. This increase was due in part to shifts in exchange rates between the euro and other major currencies, which had a €0.5 billion effect, and to €0.4 billion in disbursements for acquisitions. The Group's net pension liability declined from €3.9 billion on June 30, 2008, to €3.4 billion on September 30, 2008. The decrease was mainly due to higher long-term interest rates on the capital market.
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
The Bayer Group continued to improve its operating performance in the fi rst three quarters of 2008. Sales from continuing operations grew by 2.7 percent to €24,995 million (9m 2007: €24,345 million). Adjusted for currency and portfolio changes, the increases were 7.2 percent for the Group as a whole, 7.1 percent for HealthCare, 17.4 percent for CropScience and 1.8 percent for MaterialScience.
ebitda before special items grew by 4.1 percent to €5,574 million (9m 2007: €5,355 million). ebit before special items in the fi rst three quarters increased by 3.5 percent to €3,636 million (9m 2007: €3,513 million). Special items totaled minus €504 million (9m 2007: minus €744 million), with HealthCare accounting for minus €386 million, Crop-Science for minus €104 million and MaterialScience for minus €14 million. ebit of the Bayer Group rose by 13.1 percent to €3,132 million (9m 2007: €2,769 million).
After a non-operating result of minus €813 million (9m 2007: minus €741 million), income before income taxes in the fi rst three quarters came in at €2,319 million (9m 2007: €2,028 million). The non-operating result contained net interest expense of €535 million (9m 2007: €541 million). After tax expense of €701 million (9m 2007: tax income of €221 million), income from continuing operations came to €1,618 million (9m 2007: €2,249 million). The €2,396 million after-tax income from discontinued operations recorded for the fi rst three quarters of the prior year largely comprised the proceeds from the divestitures of the Diagnostics business, H.C. Starck and Wolff Walsrode.
After minority stockholders' interest, net income for the fi rst three quarters of 2008 totaled €1,613 million, against €4,644 million in the prior-year period. Earnings per share amounted to €2.06 (9m 2007: €5.73). Core earnings per share increased to €3.46 (9m 2007: €3.09). The calculation of core earnings per share is explained on page 29.
Gross cash fl ow rose by 10.1 percent year on year in the fi rst three quarters of 2008, to €4,144 million (9m 2007: €3,763 million) in light of the strong business performance. Net cash fl ow dropped by 5.8 percent to €2,651 million (9m 2007: €2,814 million).
The profound turbulence on the international fi nancial markets is increasingly restraining global economic development and harbors substantial additional risks for the real economy.
We expect growth in the markets relevant to our HealthCare business to be relatively steady overall, with a slight loss of momentum likely in the pharmaceutical market due mainly to slower growth in the United States and other major countries. On the other hand, we predict steady expansion in emerging markets such as China, Russia, India and Brazil.
Prices for agricultural raw materials remain well above the ten-year average, despite a 7 decline in recent weeks. We believe that the global seed and crop protection markets will continue to benefi t from higher farm incomes and the associated increase in crop production.
Growth in the main customer industries for Bayer MaterialScience (automotive, construction) will probably continue to weaken tangibly, particularly in North America and western Europe. We expect largely stable development in other economic regions (Asia, eastern Europe, Middle East), although export activity in these countries will likely be hampered by shrinking global demand over the next few quarters.
Despite the diffi cult economic conditions expected in the fourth quarter, we confi rm our full-year guidance for 2008. We continue to target over 5 percent currency- and portfolioadjusted growth in Bayer Group sales, which would mean sales of approximately €33 billion, and plan to further improve ebitda before special items and the underlying ebitda margin.
We remain confi dent about the performance of our HealthCare business and expect all divisions to grow with or above the market after adjusting for currency changes. We aim to improve the ebitda margin before special items in this subgroup toward 27 percent.
We expect the generally positive market environment for our CropScience business to persist in the fourth quarter. Against this background, we continue to believe that we can increase sales by well over 10 percent on a currency- and portfolio adjusted basis and improve the ebitda margin before special items to about 25 percent. This would mean that our goal of an approximately 25 percent ebitda margin before special items, originally targeted for 2009, would be achieved a year earlier than planned.
We believe the economic environment for our MaterialScience business will continue to weaken in the fourth quarter of 2008 and that this subgroup's earnings will decline again compared to the third quarter. We therefore expect ebitda before special items for the full year 2008 to come in well below the 2007 fi gure. However, we anticipate that we will again achieve a good, value-creating earnings level.
For the Bayer Group we continue to predict special charges in the region of €650 million for the full year, of which approximately €400 million (previously: €400 – 450 million) will be cash items.
In light of the portfolio realignment carried out in recent years, we are confi dent about the Group's future development. For 2009 we confi rm our target of an ebitda margin before special items for HealthCare and CropScience in the region of 28 percent and 25 percent, respectively. We expect MaterialScience to report lower ebitda before special items than in 2008.
For the Bayer Group as a whole, we plan a further improvement in ebitda before special items. We will narrow our 2009 guidance when we publish our Annual Report 2008.
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
Our business activities are grouped into the HealthCare, CropScience and MaterialScience subgroups. There was no change to the corporate structure of the Bayer Group in the third quarter of 2008. The commentaries in this report relate exclusively to continuing operations, except where specifi c reference is made to discontinued operations or to a total value (total).
With the entry of the squeeze-out of the remaining minority stockholders of Bayer Schering Pharma AG in the commercial register on September 25, 2008, all shares of the minority stockholders of Bayer Schering Pharma AG were transferred by operation of law to Bayer Schering GmbH, a wholly owned subsidiary of Bayer AG. The remaining minority stockholders have received cash compensation of €98.98 per share. The required sum of €695 million, which had been held in escrow accounts for this purpose, was paid out to the stockholders at the beginning of October. No fi nal decision has yet been issued in the main proceedings involving lawsuits brought by dissenting stockholders seeking to have the squeeze-out resolution set aside or declared null and void.
The names "Bayer Schering Pharma" or "Schering" as used in this report always refer to Bayer Schering Pharma AG, Berlin, Germany, or its predecessor, Schering AG, Berlin, Germany, respectively. The reference to Bayer Schering Pharma AG or Schering AG also includes business conducted by affi liated entities in countries outside Germany. Bayer Schering Pharma AG and Schering-Plough Corporation, New Jersey, u.s., are unaffi liated companies that have been totally independent of each other for many years.
| Sales | EBIT before special items* |
EBITDA before special items* |
EBITDA margin before special items* |
|||||
|---|---|---|---|---|---|---|---|---|
| € million | 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
| HealthCare | 3,680 | 3,802 | 644 | 703 | 953 | 1,018 | 25.9 % | 26.8 % |
| Pharmaceuticals | 2,570 | 2,638 | 438 | 461 | 715 | 738 | 27.8 % | 28.0 % |
| Consumer Health | 1,110 | 1,164 | 206 | 242 | 238 | 280 | 21.4 % | 24.1 % |
| CropScience | 1,157 | 1,248 | 34 | 78 | 167 | 207 | 14.4 % | 16.6 % |
| Crop Protection | 985 | 1,067 | 60 | 88 | 175 | 197 | 17.8 % | 18.5 % |
| Environmental Science, BioScience | 172 | 181 | (26) | (10) | (8) | 10 | (4 .7) % | 5.5 % |
| MaterialScience | 2,625 | 2,549 | 295 | 138 | 421 | 255 | 16.0 % | 10.0 % |
| Systems | 1,858 | 1,850 | 263 | 148 | 341 | 225 | 18.4 % | 12.2 % |
| Materials | 767 | 699 | 32 | (10) | 80 | 30 | 10.4 % | 4.3 % |
| Reconciliation | 331 | 349 | (20) | (28) | 18 | 13 | 5.4 % | 3.7 % |
| Continuing operations | 7,793 | 7,948 | 953 | 891 | 1,559 | 1,493 | 20.0 % | 18.8 % |
* for definition see Bayer Group Key Data on page 2, also page 24
| Sales | EBIT before special items* |
EBITDA before special items* |
EBITDA margin before special items* |
|||||
|---|---|---|---|---|---|---|---|---|
| € million | First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
| HealthCare | 11,007 | 11,267 | 1,908 | 2,005 | 2,870 | 3,062 | 26.1 % | 27.2 % |
| Pharmaceuticals | 7,648 | 7,836 | 1,274 | 1,327 | 2,137 | 2,276 | 27.9 % | 29.0 % |
| Consumer Health | 3,359 | 3,431 | 634 | 678 | 733 | 786 | 21.8 % | 22.9 % |
| CropScience | 4,505 | 5,030 | 743 | 1,031 | 1,147 | 1,421 | 25.5 % | 28.3 % |
| Crop Protection | 3,681 | 4,215 | 599 | 910 | 946 | 1,239 | 25.7 % | 29.4 % |
| Environmental Science, BioScience | 824 | 815 | 144 | 121 | 201 | 182 | 24.4 % | 22.3 % |
| MaterialScience | 7,856 | 7,683 | 876 | 672 | 1,239 | 1,034 | 15.8 % | 13.5 % |
| Systems | 5,593 | 5,624 | 777 | 687 | 1,008 | 930 | 18.0 % | 16.5 % |
| Materials | 2,263 | 2,059 | 99 | (15) | 231 | 104 | 10.2 % | 5.1 % |
| Reconciliation | 977 | 1,015 | (14) | (72) | 99 | 57 | 10.1 % | 5.6 % |
| Continuing operations | 24,345 | 24,995 | 3,513 | 3,636 | 5,355 | 5,574 | 22.0 % | 22.3 % |
* for definition see Bayer Group Key Data on page 2, also page 24
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
Sales of the Bayer HealthCare subgroup rose by 3.3 percent in the third quarter of 2008, to €3,802 million (q3 2007: €3,680 million). Adjusted for currency and portfolio changes, business was up by 6.1 percent. The Pharmaceuticals and Consumer Health segments both contributed to the increase.
Bayer HealthCare improved third-quarter ebitda before special items by 6.8 percent to €1,018 million (q3 2007: €953 million). Earnings growth was due mainly to the pleasing performance of the business and the synergies realized from the integration of Schering AG, Germany. These factors were partially offset by adverse shifts in currency parities and a substantial increase in the marketing expenses related to the expansion of our activities in emerging countries and to new product introductions. ebit before special items improved from €644 million to €703 million. The special items totaling minus €160 million resulted primarily from charges in connection with the acquisition and integration of Schering AG and the market withdrawal of Vasovist®. ebit advanced by a strong 44.8 percent to €543 million (q3 2007: €375 million).
Sales of the Pharmaceuticals segment increased by 2.6 percent in the third quarter of 2008, to €2,638 million (q3 2007: €2,570 million). Adjusted for currency and portfolio effects, business expanded by 5.9 percent.
Sales of the Primary Care business unit were level with the same period of last year, at €742 million (q3 2007: €743 million). On a currency-adjusted (Fx adj.) basis, business expanded by 3.1 percent. Particularly strong gains were recorded by Aspirin Cardio® (Fx adj. +15.8 percent) and Avalox® / Avelox® (Fx adj. +6.3 percent), especially in the Asia-Pacifi c region.
Women's Healthcare saw sales rise by 6.8 percent to €709 million (q3 2007: €664 million). Adjusted for shifts in exchange rates, business moved ahead 10.7 percent. The intrauterine contraceptive system Mirena® (Fx adj. +17.1 percent) and the oral contraceptives Yasmin® / yaz® / Yasminelle® (Fx adj. +15.1 percent) were again particularly successful in the market. Even in the United States, sales of the yaz® family as a whole recorded an increase despite the launch of a generic competitor for Yasmin®. In September 2008, we began the European market introduction of yaz®, a low-dose contraceptive tablet.
Sales of the Diagnostic Imaging business unit rose by 1.6 percent in the third quarter of 2008, to €325 million (q3 2007: €320 million). Adjusted for currency and portfolio effects, business expanded by 1.7 percent. Sales of our subsidiary Medrad advanced by €11 million to €104 million (Fx and portfolio adj. +3.3 percent). Sales of Ultravist® progressed particularly well (Fx adj. +10.1 percent), while business with Magnevist® showed another marked decline (Fx adj. -16.3 percent), due in part to the shift toward Gadovist® in Europe. The u.s. Food and Drug Administration (fda) granted marketing authorization for Bayer's contrast agent eovist® for magnetic resonance imaging of the liver.
The Specialized Therapeutics business unit saw sales rise by 9.2 percent to €344 million (q3 2007: €315 million), or by 12.9 percent when adjusted for currency effects. The increase here was mainly attributable to our multiple sclerosis drug Betaferon® / Betaseron® (Fx adj. +15.2 percent).
In the Hematology / Cardiology business unit, sales declined by 8.0 percent to €243 million. On a currency- and portfolio-adjusted basis, sales were down by 3.3 percent. The positive performance of Kogenate® (Fx adj. +14.8 percent) did not fully offset the drop
| Bayer HealthCare | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 3,680 | 3,802 | + 3.3 | 11,007 | 11,267 | + 2.4 |
| Pharmaceuticals | 2,570 | 2,638 | + 2.6 | 7,648 | 7,836 | + 2.5 |
| Consumer Health | 1,110 | 1,164 | + 4.9 | 3,359 | 3,431 | + 2.1 |
| Sales by Region | ||||||
| Europe | 1,540 | 1,588 | + 3.1 | 4,602 | 4,753 | + 3.3 |
| North America | 1,086 | 1,093 | + 0.6 | 3,323 | 3,222 | – 3.0 |
| Asia / Pacifi c | 514 | 561 | + 9.1 | 1,503 | 1,632 | + 8.6 |
| Latin America /Africa / Middle East | 540 | 560 | + 3.7 | 1,579 | 1,660 | + 5.1 |
| EBITDA1 | 836 | 905 | + 8.3 | 2,407 | 2,762 | + 14.7 |
| Special items | (117) | (113) | (463) | (300) | ||
| EBITDA before special items 2 | 953 | 1,018 | + 6.8 | 2,870 | 3,062 | + 6.7 |
| EBITDA margin before special items | 25.9 % | 26.8 % | 26.1% | 27.2 % | ||
| EBIT 1 | 375 | 543 | + 44.8 | 1,291 | 1,619 | + 25.4 |
| Special items | (269) | (160) | (617) | (386) | ||
| EBIT before special items 2 | 644 | 703 | + 9.2 | 1,908 | 2,005 | + 5.1 |
| Gross cash flow 1 | 708 | 799 | + 12.9 | 1,810 | 2,142 | + 18.3 |
| Net cash flow 1 | 684 | 679 | – 0.7 | 1,351 | 1,410 | + 4.4 |
for definition see Bayer Group Key Data on page 2
for definition see also page 24
| Pharmaceuticals | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 2,570 | 2,638 | + 2.6 | 7,648 | 7,836 | + 2.5 |
| Primary Care | 743 | 742 | – 0.1 | 2,282 | 2,254 | – 1.2 |
| Women's Healthcare | 664 | 709 | + 6.8 | 1,943 | 2,128 | + 9.5 |
| Diagnostic Imaging (including Medrad) | 320 | 325 | + 1.6 | 957 | 944 | – 1.4 |
| Specialized Therapeutics | 315 | 344 | + 9.2 | 928 | 1,000 | + 7.8 |
| Hematology / Cardiology | 264 | 243 | – 8.0 | 803 | 686 | – 14.6 |
| Oncology | 203 | 215 | + 5.9 | 550 | 639 | + 16.2 |
| Dermatology (Intendis) | 61 | 60 | – 1.6 | 185 | 185 | 0.0 |
| Sales by Region | ||||||
| Europe | 1,104 | 1,095 | – 0.8 | 3,258 | 3,296 | + 1.2 |
| North America | 704 | 714 | + 1.4 | 2,153 | 2,126 | -1.3 |
| Asia / Pacifi c | 419 | 459 | + 9.5 | 1,236 | 1,337 | + 8.2 |
| Latin America /Africa / Middle East | 343 | 370 | + 7.9 | 1,001 | 1,077 | + 7.6 |
| EBITDA1 | 598 | 630 | + 5.4 | 1,674 | 2,016 | + 20.4 |
| Special items | (117) | (108) | (463) | (260) | ||
| EBITDA before special items 2 | 715 | 738 | + 3.2 | 2,137 | 2,276 | + 6.5 |
| EBITDA margin before special items | 27.8 % | 28.0 % | 27.9 % | 29.0 % | ||
| EBIT 1 | 169 | 306 | + 81.1 | 657 | 981 | + 49.3 |
| Special items | (269) | (155) | (617) | (346) | ||
| EBIT before special items 2 | 438 | 461 | + 5.3 | 1,274 | 1,327 | + 4.2 |
| Gross cash flow 1 | 519 | 586 | + 12.9 | 1,290 | 1,577 | + 22.2 |
| Net cash flow 1 | 464 | 496 | + 6.9 | 945 | 989 | + 4.7 |
for definition see Bayer Group Key Data on page 2
for definition see also page 24
11
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008 in sales resulting from the worldwide suspension of marketing for Trasylol®. In the third quarter of 2008, we began marketing Xarelto® in Germany, the Netherlands and Canada. This novel anticoagulant, a once-daily tablet, can be used to prevent venous thromboembolism (vte) in patients following hip or knee replacement surgery. In July 2008 our cooperation partner for Xarelto®, Johnson & Johnson Pharmaceutical Research & Development, l.l.c., fi led a registration application for Xarelto® with the u.s. Food and Drug Administration.
The Oncology business unit saw sales expand by 5.9 percent to €215 million (q3 2007: €203 million). On a currency-adjusted basis the increase came to 9.4 percent, boosted by strong growth in sales of Nexavar® (Fx adj. +62.9 percent), which more than offset the sales decline in certain other products. In July 2008 the Chinese State Food and Drug Administration approved Nexavar® for the treatment of inoperable or metastasizing forms of liver cancer.
Sales from our Dermatology business (Intendis) in the third quarter were level with the prior-year quarter at €60 million, rising by 1.3 percent on a currency-adjusted basis.
In September 2008 we acquired direvo Biotech AG, Cologne, Germany. The acquisition of this biotech company, which specializes in protein engineering, strengthens our biological research expertise.
| Best-Selling Pharmaceutical Products | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | Currency adjusted change |
First Nine Months 2007 |
First Nine Months 2008 |
Change | Currency adjusted change |
|---|---|---|---|---|---|---|---|---|
| € million | € million | % | % | € million | € million | % | % | |
| Yasmin ® / YAZ® / Yasminelle® (Women's Healthcare) | 278 | 308 | + 10.8 | + 15.1 | 768 | 910 | + 18.5 | + 26.3 |
| Betaferon®/ Betaseron® (Specialized Therapeutics) | 262 | 291 | + 11.1 | + 15.2 | 762 | 839 | + 10.1 | + 15.6 |
| Kogenate® (Hematology / Cardiology) | 213 | 235 | + 10.3 | + 14.8 | 624 | 650 | + 4.2 | + 9.7 |
| Adalat® (Primary Care) | 152 | 148 | – 2.6 | + 1.8 | 459 | 456 | – 0.7 | + 3.5 |
| Mirena® (Women's Healthcare) | 96 | 105 | + 9.4 | + 17.1 | 265 | 335 | + 26.4 | + 37.4 |
| Avalox® / Avelox® (Primary Care) | 99 | 101 | + 2.0 | + 6.3 | 317 | 334 | + 5.4 | + 11.5 |
| Nexavar® (Oncology) | 76 | 121 | + 59.2 | + 62.9 | 183 | 330 | + 80.3 | + 89.0 |
| Levitra® (Primary Care) | 85 | 82 | – 3.5 | + 0.9 | 250 | 248 | – 0.8 | + 5.5 |
| Cipro® / Ciprobay® (Primary Care) | 96 | 84 | – 12.5 | – 7.6 | 297 | 242 | – 18.5 | – 14.7 |
| Glucobay® (Primary Care) | 74 | 75 | + 1.4 | + 1.2 | 225 | 229 | + 1.8 | + 4.4 |
| Aspirin Cardio® (Primary Care) | 59 | 67 | + 13.6 | + 15.8 | 170 | 198 | + 16.5 | + 20.0 |
| Ultravist® (Diagnostic Imaging) | 59 | 61 | + 3.4 | + 10.1 | 178 | 194 | + 9.0 | + 15.4 |
| Magnevist® (Diagnostic Imaging) | 77 | 61 | – 20.8 | – 16.3 | 231 | 180 | – 22.1 | – 16.6 |
| Iopamiron® (Diagnostic Imaging) | 48 | 47 | – 2.1 | – 2.3 | 152 | 138 | – 9.2 | – 8.9 |
| Diane® (Women's Healthcare) | 41 | 42 | + 2.4 | + 4.0 | 129 | 124 | – 3.9 | – 2.0 |
| Total | 1,715 | 1,828 | + 6.6 | + 10.7 | 5,010 | 5,407 | + 7.9 | + 13.6 |
| Proportion of Pharmaceuticals sales | 67 % | 69 % | 66 % | 69 % |
Third-quarter ebitda before special items of the Pharmaceuticals segment rose by 13 3.2 percent to €738 million (q3 2007: €715 million). The strong performance of the business and the synergies already realized from the integration of Schering AG, Germany, contributed to earnings growth. These factors were partially offset by higher marketing costs, mainly for Nexavar ®, Xarelto ® and the expansion of our Primary Care business in China. ebit before special items came in at €461 million, up 5 . 3 percent from the prioryear fi gure of €438 million. The main components of the €155 million in special charges were €99 million related to the acquisition and integration of Schering AG, Germany, and €52 million in connection with the market withdrawal of Vasovist ®. ebit jumped by 81 . 1 percent to €306 million (q3 2007: €169 million).
Sales of the Pharmaceuticals segment in the fi rst nine months of 2008 rose by 2 . 5 percent to €7,836 million (9m 2007: €7,648 million). This corresponds to a currency- and portfolio-adjusted 7 . 2 percent increase, for which the gratifying development of Nexavar ® (Fx adj. +89.0 percent), Mirena ® (Fx adj. +37 . 4 percent), Yasmin® / yaz® / Yasminelle ® (Fx adj. +26 . 3 percent) and Aspirin Cardio ® (Fx adj. +20 . 0 percent) was largely responsible. The gains for these products were partially offset by declining sales of Magnevist ® (Fx adj. –16 . 6 percent), Cipro® / Ciprobay ® (Fx adj. –14 . 7 percent) and Trasylol ®. ebitda before special items rose to €2 ,276 million (9m 2007: €2 ,137 million), while ebit before special items was up by €53 million to €1,327 million. After special items totaling minus €346 million, ebit improved by 49 . 3 percent to €981 million (9m 2007: €657 million). R Table of contents
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
Sales of the Consumer Health segment came in at €1,164 million in the third quarter of 2008, up 4.9 percent from €1,110 million in the prior-year period. Adjusted for currency and portfolio effects, business expanded by 6.7 percent, with all divisions contributing to this increase.
In the Consumer Care Division, sales advanced by 6.0 percent to €693 million (q3 2007: €654 million). The increase came in part from our business with the calcium supplement Citracal® acquired in October 2007, the Sagmel business acquired in Europe in June 2008 and, since September 2008, the Topsun business acquired in China. Sales rose by 4.8 percent on a currency- and portfolio-adjusted basis. Bepanthen® / Bepanthol® (Fx adj. +21.4 percent) and Canesten® (Fx adj. +11.4 percent) posted particularly strong gains.
Sales of the Diabetes Care Division rose by 5.9 percent in the third quarter of 2008, to €233 million (q3 2007: €220 million). On a currency-adjusted basis, business expanded by 11.0 percent. Sales of our Contour® line of blood glucose monitoring systems moved ahead to €128 million (Fx adj. +19.1 percent), driven by growth in North America and Europe. Sales of Breeze® also climbed strongly (Fx adj. +37.8 percent). This increase was partly related to a price increase in the United States announced for October. Sales of our older Elite® systems continued to decline in the third quarter to €28 million (Fx adj. -28.7 percent).
Sales of the Animal Health Division edged up 0.8 percent to €238 million (q3 2007: €236 million). On a currency-adjusted basis, sales rose by 8.1 percent. We were especially pleased with the performance of the Advantage® product line (Fx adj. +19.0 percent).
The Consumer Health segment saw third-quarter ebitda before special items improve to €280 million (q3 2007: €238 million), due mainly to business expansion in all divisions. Earnings in the prior-year period were diminished by charges of €15 million to modernize the it infrastructure of Diabetes Care in North America. ebit before special items in the third quarter of 2008 increased by 17.5 percent to €242 million (q3 2007: €206 million). After special charges of €5 million related to litigation, ebit climbed by 15.0 percent to €237 million (q3 2007: €206 million).
Sales in the fi rst three quarters of 2008 improved by 2.1 percent to €3,431 million (9m 2007: €3,359 million). Adjusted for currency and portfolio effects, business expanded by 6.8 percent. ebitda before special items of the Consumer Health segment advanced by €53 million year-on-year to €786 million. ebit before special items grew by 6.9 percent to €678 million (9m 2007: €634 million). After special items of minus €40 million, ebit rose by €4 million to €638 million (9m: €634 million).
| Consumer Health | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 1,110 | 1,164 | + 4.9 | 3,359 | 3,431 | + 2.1 |
| Consumer Care | 654 | 693 | + 6.0 | 1,937 | 1,989 | + 2.7 |
| Diabetes Care | 220 | 233 | + 5.9 | 690 | 709 | + 2.8 |
| Animal Health | 236 | 238 | + 0.8 | 732 | 733 | + 0.1 |
| Sales by Region | ||||||
| Europe | 436 | 493 | + 13.1 | 1,344 | 1,457 | + 8.4 |
| North America | 382 | 379 | – 0.8 | 1,170 | 1,096 | – 6.3 |
| Asia / Pacifi c | 95 | 102 | + 7.4 | 267 | 295 | + 10.5 |
| Latin America /Africa / Middle East | 197 | 190 | – 3.6 | 578 | 583 | + 0.9 |
| EBITDA1 | 238 | 275 | + 15.5 | 733 | 746 | + 1.8 |
| Special items | 0 | (5) | 0 | (40) | ||
| EBITDA before special items 2 | 238 | 280 | + 17.6 | 733 | 786 | + 7.2 |
| EBITDA margin before special items | 21.4 % | 24.1% | 21.8 % | 22.9 % | ||
| EBIT 1 | 206 | 237 | + 15.0 | 634 | 638 | + 0.6 |
| Special items | 0 | (5) | 0 | (40) | ||
| EBIT before special items 2 | 206 | 242 | + 17.5 | 634 | 678 | + 6.9 |
| Gross cash flow 1 | 189 | 213 | + 12.7 | 520 | 565 | + 8.7 |
| Net cash flow 1 | 220 | 183 | – 16.8 | 406 | 421 | + 3.7 |
for definition see Bayer Group Key Data on page 2
for definition see also page 24
| Best-Selling Consumer Health Products | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | Currency adjusted change |
First Nine Months 2007 |
First Nine Months 2008 |
Change | Currency adjusted change |
|---|---|---|---|---|---|---|---|---|
| € million | € million | % | % | € million | € million | % | % | |
| Contour® 1 (Diabetes Care) | 112 | 128 | + 14.3 | + 19.1 | 347 | 401 | + 15.6 | + 22.9 |
| Aspirin® 2 (Consumer Care) | 112 | 105 | – 6.3 | – 3.7 | 332 | 324 | - 2.4 | + 2.6 |
| Advantage® product line (Animal Health) | 76 | 85 | + 11.8 | + 19.0 | 256 | 262 | + 2.3 | + 11.2 |
| Aleve® / naproxen (Consumer Care) | 53 | 48 | – 9.4 | – 5.8 | 177 | 153 | – 13.6 | – 4.2 |
| Canesten® (Consumer Care) | 48 | 51 | + 6.3 | + 11.4 | 138 | 152 | + 10.1 | + 16.6 |
| Bepanthen® / Bepanthol® (Consumer Care) | 34 | 41 | + 20.6 | + 21.4 | 110 | 132 | + 20.0 | + 20.8 |
| Breeze® 1 (Diabetes Care) | 31 | 40 | + 29.0 | + 37.8 | 112 | 108 | – 3.6 | + 3.6 |
| Baytril® (Animal Health) | 38 | 38 | 0.0 | + 5.6 | 111 | 107 | – 3.6 | + 2.5 |
| Supradyn ® (Consumer Care) | 36 | 35 | – 2.8 | + 0.4 | 101 | 103 | + 2.0 | + 4.9 |
| One-A-Day® (Consumer Care) | 37 | 35 | – 5.4 | + 2.6 | 97 | 92 | – 5.2 | + 6.4 |
| Total | 577 | 606 | + 5.0 | + 9.8 | 1,781 | 1,834 | + 3.0 | + 9.7 |
| Proportion of Consumer Health sales | 52 % | 52 % | 53 % | 53 % |
previously included with the Ascensia® product family
Total Aspirin® Q3 sales = €172 million (Q3 2007: €171 million), 9M sales = €522 million (9M 2007: €502 million) including Aspirin Cardio®,
which is reflected in sales of the Pharmaceuticals segment
15
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
The Bayer CropScience subgroup again posted gratifying growth in the third quarter of 2008. Sales rose by 7.9 percent to €1,248 million (q3 2007: €1,157 million). Adjusted for currency and portfolio changes, the increase came to 14.0 percent. Our CropScience business benefi ted from price levels for agricultural products that continued to be attractive to producers.
ebitda before special items for the subgroup grew by 24.0 percent to €207 million (q3 2007: €167 million), due especially to higher volumes and selling price increases for Crop Protection products. However, earnings were diminished by negative currency effects. ebit before special items more than doubled to €78 million. Special charges for restructuring came to €42 million. ebit advanced by 20.0 percent to €36 million.
Sales of the Crop Protection segment expanded by 8.3 percent in the third quarter of 2008, to €1,067 million (q3 2007: €985 million). On a currency-adjusted basis, business expanded by 14.7 percent. The market environment remained favorable and sales of all business units increased, with particularly strong growth recorded for our seed treatments, insecticides and fungicides.
In the Europe region, sales edged ahead by 0.8 percent to €371 million (q3 2007: €368 million). Adjusted for currency effects, the increase was 1.1 percent. Our business with cereal and canola seed treatment products was especially successful. By contrast, sales of our herbicides were down substantially from the corresponding period of last year due to the somewhat later start to the fall season in western Europe.
Our crop protection business in North America expanded by 5.0 percent to €147 million. Adjusted for currency effects, the increase came to 17.2 percent. Business with our herbicides moved ahead signifi cantly, with Liberty® / Rely® performed particularly well. The market introduction of Movento® and Belt® boosted insecticide sales. On the other hand, business with our seed treatment products, especially Poncho®, was down due to the delayed start to the season for these products.
Crop Protection sales in the Asia-Pacifi c region advanced by 6.8 percent to €203 million (q3 2007: €190 million). Adjusted for shifts in exchange rates, business expanded by 16.2 percent. The tangible recovery in the agriculture sector in many parts of Australia following several years of drought provided a signifi cant boost to sales of our herbicides and fungicides. In Japan, sales of our herbicides and insecticides improved, more than offsetting lower sales in China due to reduced insect infestation in rice.
Sales in our Latin America /Africa / Middle East region rose by 20.6 percent to €346 million (q3 2007: €287 million). Adjusted for currency effects, the increase came to 29.8 percent. In Africa and the Middle East sales were down, while in Latin America we benefi ted from the positive market environment brought about by attractive prices for agricultural raw materials from the farmers' perspective. As a result, sales increased signifi cantly in all business units. We recorded particularly high growth rates for the Flint® family of fungicides, seed treatments for corn, and various insecticides for citrus fruits and corn.
| Bayer CropScience | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 1,157 | 1,248 | + 7.9 | 4,505 | 5,030 | + 11.7 |
| Crop Protection | 985 | 1,067 | + 8.3 | 3,681 | 4,215 | + 14.5 |
| Environmental Science, BioScience | 172 | 181 | + 5.2 | 824 | 815 | – 1.1 |
| Sales by Region | ||||||
| Europe | 415 | 424 | + 2.2 | 1,953 | 2,244 | + 14.9 |
| North America | 206 | 213 | + 3.4 | 1,083 | 1,122 | + 3.6 |
| Asia / Pacifi c | 218 | 230 | + 5.5 | 674 | 701 | + 4.0 |
| Latin America /Africa / Middle East | 318 | 381 | + 19.8 | 795 | 963 | + 21.1 |
| EBITDA1 | 166 | 167 | + 0.6 | 1,062 | 1,323 | + 24.6 |
| Special items | (1) | (40) | (85) | (98) | ||
| EBITDA before special items 2 | 167 | 207 | + 24.0 | 1,147 | 1,421 | + 23.9 |
| EBITDA margin before special items | 14.4 % | 16.6 % | 25.5 % | 28.3 % | ||
| EBIT 1 | 30 | 36 | + 20.0 | 649 | 927 | + 42.8 |
| Special items | (4) | (42) | (94) | (104) | ||
| EBIT before special items 2 | 34 | 78 | + 129.4 | 743 | 1,031 | + 38.8 |
| Gross cash flow 1 | 149 | 167 | + 12.1 | 777 | 1,033 | + 32.9 |
| Net cash flow 1 | 433 | 273 | – 37.0 | 689 | 692 | + 0.4 |
1 for definition see Bayer Group Key Data on page 2
for definition see also page 24
| Best-Selling Bayer CropScience Products* | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | Currency adjusted change |
First Nine Months 2007 |
First Nine Months 2008 |
Change | Currency adjusted change |
|---|---|---|---|---|---|---|---|---|
| € million | € million | % | % | € million | € million | % | % | |
| Confi dor® / Gaucho® / Admire® / Merit® (Insecticides / Seed Treatment / Environmental Science) |
157 | 199 | + 26.8 | + 32.6 | 452 | 489 | + 8.2 | + 16.0 |
| Flint® / Stratego® / Sphere® (Fungicides) | 47 | 69 | + 46.8 | + 58.5 | 160 | 251 | + 56.9 | + 70.6 |
| Proline® (Fungicides) | 8 | 18 | + 125.0 | + 122.5 | 155 | 224 | + 44.5 | + 51.5 |
| Folicur® / Raxil® (Fungicides / Seed Treatment) | 48 | 50 | + 4.2 | + 8.6 | 186 | 208 | + 11.8 | + 16.8 |
| Basta® / Liberty®/Rely® (Herbicides) | 28 | 24 | – 14.3 | – 5.2 | 189 | 195 | + 3.2 | + 9.1 |
| Puma® (Herbicides) | 22 | 24 | + 9.1 | + 16.9 | 160 | 174 | + 8.8 | + 14.7 |
| Poncho® (Seed Treatment) | 60 | 50 | – 16.7 | – 10.4 | 150 | 157 | + 4.7 | + 14.4 |
| Atlantis® (Herbicides) | 34 | 19 | – 44.1 | – 45.2 | 125 | 155 | + 24.0 | + 27.6 |
| Decis® / K-Othrine® (Insecticides / Environmental Science) | 42 | 41 | – 2.4 | + 3.0 | 139 | 140 | + 0.7 | + 6.8 |
| Fandango® (Fungicides) | 12 | 15 | + 25.0 | + 32.1 | 54 | 110 | + 103.7 | + 109.2 |
| Total | 458 | 509 | + 11.1 | + 17.2 | 1,770 | 2,103 | + 18.8 | + 26.0 |
| Proportion of Bayer CropScience sales | 40 % | 41% | 39 % | 42 % |
* Figures are based on active ingredient class. For the sake of clarity, only the principal brands and business units are listed.
17
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008 ebitda before special items in the Crop Protection segment rose by 12.6 percent to €197 million (q3 2007: €175 million). This earnings growth came mainly from higher volumes and selling price increases, which were partially offset by adverse currency effects. ebit before special items came in at €88 million, up 46.7 percent from €60 million for the prior-year period. We took special charges of €42 million related to our cost structure program. ebit came in at €46 million (q3 2007: €56 million).
Sales of the Crop Protection segment in the fi rst three quarters advanced by 14.5 percent to €4,215 million (9m 2007: €3,681 million). When adjusted for currency effects, the increase amounted to 20.8 percent. ebitda before special items advanced by 31.0 percent to €1,239 million. ebit before special items climbed by 51.9 percent to €910 million (9m 2007: €599 million). Our cost structure program led to special charges of €97 million. ebit advanced by 50.6 percent to €813 million (9m 2007: €540 million).
In the Environmental Science, BioScience segment, sales for the third-quarter of 2008 rose by 5.2 percent year-on-year to €181 million (q3 2007: €172 million). Adjusted for currency and portfolio effects, business expanded by 10.5 percent.
Sales of the Environmental Science business unit improved by 1.6 percent to €129 million. Adjusted for currency effects, business was up 6.7 percent. In Europe, business with products for both professional users and consumers rose substantially from the same period of last year, more than offsetting a slight decline in sales in North America.
Sales of the BioScience business unit moved ahead 15.6 percent to €52 million. Adjusted for currency and portfolio effects, business was 21.2 percent ahead of the third quarter of 2007. This marked expansion was due especially to our vegetable seed business. The cotton seed business also turned in a pleasing performance.
Third-quarter ebitda before special items in the Environmental Science, BioScience segment improved to €10 million (q3 2007: minus €8 million). This was chiefl y due to the growth in business. ebit came in at minus €10 million (q3 2007: minus €26 million).
Sales in the Environmental Science, BioScience segment in the fi rst three quarters of 2008 decreased by 1.1 percent to €815 million (9m 2007: €824 million). Adjusted for currency and portfolio effects, however, business was up by 2.2 percent compared to the fi rst nine months of 2007. ebitda before special items dropped by 9.5 percent to €182 million. ebit before special items fell by 16.0 percent to €121 million. After special charges of €7 million for our restructuring program, ebit amounted to €114 million (9m 2007: €109 million).
| Crop Protection | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 985 | 1,067 | + 8.3 | 3,681 | 4,215 | + 14.5 |
| Herbicides | 306 | 307 | + 0.3 | 1,353 | 1,492 | + 10.3 |
| Fungicides | 194 | 210 | + 8.2 | 963 | 1,234 | + 28.1 |
| Insecticides | 281 | 311 | + 10.7 | 905 | 954 | + 5.4 |
| Seed Treatment | 204 | 239 | + 17.2 | 460 | 535 | + 16.3 |
| Sales by Region | ||||||
| Europe | 368 | 371 | + 0.8 | 1,657 | 1,946 | + 17.4 |
| North America | 140 | 147 | + 5.0 | 751 | 806 | + 7.3 |
| Asia / Pacifi c | 190 | 203 | + 6.8 | 563 | 590 | + 4.8 |
| Latin America /Africa / Middle East | 287 | 346 | + 20.6 | 710 | 873 | + 23.0 |
| EBITDA1 | 174 | 157 | – 9.8 | 896 | 1,148 | + 28.1 |
| Special items | (1) | (40) | (50) | (91) | ||
| EBITDA before special items 2 | 175 | 197 | + 12.6 | 946 | 1,239 | + 31.0 |
| EBITDA margin before special items | 17.8 % | 18.5 % | 25.7 % | 29.4 % | ||
| EBIT 1 | 56 | 46 | – 17.9 | 540 | 813 | + 50.6 |
| Special items | (4) | (42) | (59) | (97) | ||
| EBIT before special items 2 | 60 | 88 | + 46.7 | 599 | 910 | + 51.9 |
| Gross cash flow 1 | 149 | 151 | + 1.3 | 650 | 892 | + 37.2 |
| Net cash flow 1 | 325 | 208 | – 36.0 | 525 | 572 | + 9.0 |
for definition see Bayer Group Key Data on page 2
for definition see also page 24
| Environmental Science, BioScience | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 172 | 181 | + 5.2 | 824 | 815 | – 1.1 |
| Environmental Science | 127 | 129 | + 1.6 | 515 | 459 | – 10.9 |
| BioScience | 45 | 52 | + 15.6 | 309 | 356 | + 15.2 |
| Sales by Region | ||||||
| Europe | 47 | 53 | + 12.8 | 296 | 298 | + 0.7 |
| North America | 66 | 66 | 0.0 | 332 | 316 | – 4.8 |
| Asia / Pacifi c | 28 | 27 | – 3.6 | 111 | 111 | 0.0 |
| Latin America /Africa / Middle East | 31 | 35 | + 12.9 | 85 | 90 | + 5.9 |
| EBITDA1 | (8) | 10 | • | 166 | 175 | + 5.4 |
| Special items | 0 | 0 | (35) | (7) | ||
| EBITDA before special items2 | (8) | 10 | • | 201 | 182 | – 9.5 |
| EBITDA margin before special items | (4.7) % | 5.5 % | 24.4 % | 22.3 % | ||
| EBIT 1 | (26) | (10) | • | 109 | 114 | + 4.6 |
| Special items | 0 | 0 | (35) | (7) | ||
| EBIT before special items 2 | (26) | (10) | • | 144 | 121 | – 16.0 |
| Gross cash flow 1 | 0 | 16 | • | 127 | 141 | + 11.0 |
| Net cash flow 1 | 108 | 65 | – 39.8 | 164 | 120 | – 26.8 |
for definition see Bayer Group Key Data on page 2
19
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008
Sales of MaterialScience in the third quarter of 2008 came in at €2,549 million (q3 2007: €2,625 million), down 2.9 percent from the prior-year period. When adjusted for portfolio and currency effects, sales were level (-0.5 percent) with the corresponding period of 2007. We almost completely offset a decline in volumes through higher selling prices. Our business in North America was heavily impacted by Hurricane Ike. Due to transport problems and the severely restricted supply of raw materials at our largest u.s. site in Baytown, Texas, we had to temporarily halt production and declare force majeure. All major product groups were affected.
ebitda before special items in the third quarter was down 39.4 percent to €255 million. Earnings were greatly hampered by raw material and energy price increases totaling over €200 million. Selling price increases and cost savings from our restructuring program only partly offset these effects. ebit before special items dropped by 53.2 percent to €138 million. After special charges of €5 million (q3 2007: €3 million) for our restructuring program, ebit fell by 54.5 percent to €133 million.
Sales in the Systems segment remained level year on year at €1,850 million (-0.4 percent). Included for the fi rst time in the third quarter were the sales of our new systems house joint venture BaySystems Baulé in France and the systems house Resina acquired in the Netherlands in the second quarter. Business remained at the previous year's level on a currency- and portfolio-adjusted basis (+0.3 percent). We succeeded in signifi cantly raising prices for our key end products, while volumes declined.
Sales in the Polyurethanes business unit came in at €1,269 million, down 2.3 percent against the prior-year fi gure of €1,299 million. Business was down by 1.0 percent on a currency- and portfolio-adjusted basis. Sales of diphenylmethane diisocyanate (mdi) posted a slight overall decline. Business with this product expanded in North America and Europe, but was down in the Asia-Pacifi c region. By contrast, we saw a gratifying increase in sales of toluene diisocyanate (tdi). While tdi sales in the Latin America /Africa / Middle East and North America regions moved higher, business in the Asia-Pacifi c region suffered particularly from the effects of the four-week ban on tdi shipments in China in connection with the Olympic Games. Polyether (pet) sales shrank due to lower volumes, particularly in Europe and North America.
Sales of our Coatings, Adhesives, Specialties business unit were almost level with the prior-year quarter at €412 million (-0.7 percent). Adjusted for currency and portfolio effects, business receded by 2.9 percent. Although sales of this business unit again posted encouraging growth in the Asia-Pacifi c region, this did not fully offset the declines in the European market.
Industrial Operations raised sales by 18.7 percent to €127 million (q3 2007: €107 million). On a currency-adjusted basis, sales advanced by 22.5 percent. This was particularly attributable to the very good selling prices for sodium hydroxide solution on the German and u.s. markets.
| Bayer MaterialScience | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 2,625 | 2,549 | – 2.9 | 7,856 | 7,683 | – 2.2 |
| Systems | 1,858 | 1,850 | – 0.4 | 5,593 | 5,624 | + 0.6 |
| Materials | 767 | 699 | – 8.9 | 2,263 | 2,059 | – 9.0 |
| Sales by Region | ||||||
| Europe | 1,122 | 1,111 | – 1.0 | 3,476 | 3,415 | – 1.8 |
| North America | 596 | 558 | – 6.4 | 1,840 | 1,627 | – 11.6 |
| Asia / Pacifi c | 582 | 547 | – 6.0 | 1,625 | 1,653 | + 1.7 |
| Latin America /Africa / Middle East | 325 | 333 | + 2.5 | 915 | 988 | + 8.0 |
| EBITDA1 | 419 | 249 | – 40.6 | 1,217 | 1,021 | – 16.1 |
| Special items | (2) | (6) | (22) | (13) | ||
| EBITDA before special items 2 | 421 | 255 | – 39.4 | 1,239 | 1,034 | – 16.5 |
| EBITDA margin before special items | 16.0 % | 10.0 % | 15.8 % | 13.5 % | ||
| EBIT 1 | 292 | 133 | – 54.5 | 843 | 658 | – 21.9 |
| Special items | (3) | (5) | (33) | (14) | ||
| EBIT before special items 2 | 295 | 138 | – 53.2 | 876 | 672 | – 23.3 |
| Gross cash flow 1 | 326 | 197 | – 39.6 | 923 | 785 | – 15.0 |
| Net cash flow 1 | 378 | 139 | – 63.2 | 693 | 561 | – 19.0 |
1 for definition see Bayer Group Key Data on page 2
for definition see also page 24
| Systems | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 1,858 | 1,850 | – 0.4 | 5,593 | 5,624 | + 0.6 |
| Polyurethanes | 1,299 | 1,269 | – 2.3 | 3,944 | 3,879 | – 1.6 |
| Coatings, Adhesives, Specialties | 415 | 412 | – 0.7 | 1,218 | 1,267 | + 4.0 |
| Industrial Operations | 107 | 127 | + 18.7 | 317 | 357 | + 12.6 |
| Other | 37 | 42 | + 13.5 | 114 | 121 | + 6.1 |
| Sales by Region | ||||||
| Europe | 846 | 852 | + 0.7 | 2,628 | 2,608 | – 0.8 |
| North America | 452 | 435 | – 3.8 | 1,398 | 1,264 | – 9.6 |
| Asia / Pacifi c | 315 | 297 | – 5.7 | 874 | 969 | + 10.9 |
| Latin America /Africa / Middle East | 245 | 266 | + 8.6 | 693 | 783 | + 13.0 |
| EBITDA1 | 339 | 220 | – 35.1 | 986 | 921 | – 6.6 |
| Special items | (2) | (5) | (22) | (9) | ||
| EBITDA before special items 2 | 341 | 225 | – 34.0 | 1,008 | 930 | – 7.7 |
| EBITDA margin before special items | 18.4 % | 12.2 % | 18.0 % | 16.5 % | ||
| EBIT 1 | 260 | 144 | – 44.6 | 744 | 677 | – 9.0 |
| Special items | (3) | (4) | (33) | (10) | ||
| EBIT before special items 2 | 263 | 148 | – 43.7 | 777 | 687 | – 11.6 |
| Gross cash flow 1 | 257 | 170 | – 33.9 | 730 | 690 | – 5.5 |
| Net cash flow 1 | 275 | 118 | – 57.1 | 590 | 420 | – 28.8 |
for definition see Bayer Group Key Data on page 2
2 for definition see also page 24 21
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008 ebitda before special items in the Systems segment dropped by 34.0 percent to €225 million. The selling price increases implemented only partly offset the signifi cantly higher raw material and energy costs and the lower volumes. ebit before special items fell by 43.7 percent to €148 million. Special charges in the third quarter came to €4 million (q3 2007: €3 million). ebit moved back by 44.6 percent to €144 million.
Sales in the Systems segment in the fi rst three quarters of 2008 came in at €5,624 million (9m 2007: €5,593 million). Adjusted for currency and portfolio effects, business expanded by 3.3 percent. This growth resulted from selling price increases, although volumes dipped slightly overall. ebitda before special items fell by 7.7 percent to €930 million. ebit before special items amounted to €687 million (9m 2007: €777 million). ebit of the Systems segment fell by 9.0 percent year on year to €677 million.
Sales of the Materials segment in the third quarter of 2008 dropped by 8.9 percent to €699 million, and by 2.3 percent after adjusting for currency and portfolio effects.
Our Polycarbonates business unit saw sales recede by 9.6 percent to €638 million. Adjusted for currency and portfolio effects, sales were down by 2.8 percent. This reduction was chiefl y attributable to volume-related declines in raw material sales. In the endproducts fi eld, we raised sales of polycarbonate sheet in all regions on a currency- and portfolio-adjusted basis. Sales of polycarbonate resins moved slightly lower overall.
Sales of the Thermoplastic Polyurethanes business unit were level year on year at €61 million, but rose by 2.9 percent on a currency-adjusted basis. This was mainly due to selling price increases implemented in all regions.
ebitda before special items of the Materials segment fell by 62.5 percent to €30 million. This was due above all to signifi cantly higher raw material and energy costs, coupled with lower volumes and a slight decline in prices. Savings from the cost structure program we initiated partly offset these effects. ebit before special items amounted to minus €10 million (q3 2007: plus €32 million). After special items of minus €1 million, ebit amounted to minus €11 million.
Sales of the Materials segment declined by 9.0 percent in the fi rst nine months of 2008, to €2,059 million. On a currency- and portfolio-adjusted basis, sales decreased by 2.1 percent. ebitda before special items fell by 55.0 percent to €104 million. ebit before special items amounted to minus €15 million (9m 2007: €99 million). After special items of minus €4 million, ebit came in at minus €19 million.
| Materials | 3rd Quarter 2007 |
3rd Quarter 2008 |
Change | First Nine Months 2007 |
First Nine Months 2008 |
Change |
|---|---|---|---|---|---|---|
| € million | € million | % | € million | € million | % | |
| Sales | 767 | 699 | – 8.9 | 2,263 | 2,059 | – 9.0 |
| Polycarbonates | 706 | 638 | – 9.6 | 2,092 | 1,873 | – 10.5 |
| Thermoplastic Polyurethanes | 61 | 61 | 0.0 | 171 | 186 | + 8.8 |
| Sales by Region | ||||||
| Europe | 276 | 259 | – 6.2 | 848 | 807 | – 4.8 |
| North America | 144 | 123 | – 14.6 | 442 | 363 | – 17.9 |
| Asia / Pacifi c | 267 | 250 | – 6.4 | 751 | 684 | – 8.9 |
| Latin America /Africa / Middle East | 80 | 67 | – 16.3 | 222 | 205 | – 7.7 |
| EBITDA1 | 80 | 29 | – 63.8 | 231 | 100 | – 56.7 |
| Special items | 0 | (1) | 0 | (4) | ||
| EBITDA before special items 2 | 80 | 30 | – 62.5 | 231 | 104 | – 55.0 |
| EBITDA margin before special items | 10.4 % | 4.3 % | 10.2 % | 5.1% | ||
| EBIT 1 | 32 | (11) | • | 99 | (19) | • |
| Special items | 0 | (1) | 0 | (4) | ||
| EBIT before special items 2 | 32 | (10) | • | 99 | (15) | • |
| Gross cash flow 1 | 69 | 27 | – 60.9 | 193 | 95 | – 50.8 |
| Net cash flow 1 | 103 | 21 | – 79.6 | 103 | 141 | + 36.9 |
1 for definition see Bayer Group Key Data on page 2
for definition see also page 24
23
Bayer
Stockholders'
Newsletter 2008
To permit a more accurate assessment of business operations, ebit and ebitda are also stated "before special items." The special items concerned are detailed in the table below. "ebitda," "ebitda before special items" and "ebit before special items" are not defi ned in the International Financial Reporting Standards and should therefore be regarded only as supplementary information.
| Special Items Reconciliation | EBIT 3rd Quarter 2007 |
EBIT 3rd Quarter 2008 |
EBIT First Nine Months 2007 |
EBIT First Nine Months 2008 |
EBITDA 3rd Quarter 2007 |
EBITDA 3rd Quarter 2008 |
EBITDA First Nine Months 2007 |
EBITDA First Nine Months 2008 |
|---|---|---|---|---|---|---|---|---|
| € million | ||||||||
| After special items | 677 | 684 | 2,769 | 3,132 | 1,439 | 1,334 | 4,785 | 5,163 |
| HealthCare | 269 | 160 | 617 | 386 | 117 | 113 | 463 | 300 |
| Schering PPA effects* | 51 | 51 | 104 | 157 | 51 | 51 | 165 | 157 |
| Schering integration | 68 | 48 | 363 | 79 | 68 | 43 | 300 | 45 |
| Write-downs | 152 | 56 | 152 | 77 | 0 | 14 | 0 | 25 |
| Litigations | 27 | 5 | 27 | 73 | 27 | 5 | 27 | 73 |
| Other | (29) | 0 | (29) | 0 | (29) | 0 | (29) | 0 |
| CropScience | 4 | 42 | 94 | 104 | 1 | 40 | 85 | 98 |
| Restructuring | 4 | 42 | 61 | 104 | 1 | 40 | 52 | 98 |
| Litigations | 0 | 0 | 33 | 0 | 0 | 0 | 33 | 0 |
| MaterialScience | 3 | 5 | 33 | 14 | 2 | 6 | 22 | 13 |
| Restructuring | 3 | 5 | 33 | 14 | 2 | 6 | 22 | 13 |
| Reconciliation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total special items | 276 | 207 | 744 | 504 | 120 | 159 | 570 | 411 |
| Before special items | 953 | 891 | 3,513 | 3,636 | 1,559 | 1,493 | 5,355 | 5,574 |
* The purchase price paid for Schering AG, Germany, was allocated among the acquired assets and assumed liabilities in accordance with the International Financial Reporting Standards (IFRS). To ensure comparability with future earnings data, the expected long-term effects of the step-up are reflected in EBIT and EBITDA before special items, whereas temporary, non-cash effects of the purchase price allocation are eliminated. In this connection we recognized a €51 million special charge when calculating EBIT before special items for the third quarter of 2008.
| Bayer Group Summary Cash Flow Statements | 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|---|---|---|---|---|
| € million | ||||
| Gross cash flow* | 1,165 | 1,171 | 3,763 | 4,144 |
| Changes in working capital/other non-cash items | 458 | 63 | (949) | (1,493) |
| Net cash provided by (used in) operating activities (net cash flow), continuing operations |
1,623 | 1,234 | 2,814 | 2,651 |
| Net cash provided by (used in) operating activities (net cash fl ow), discontinued operations |
(2) | 0 | 0 | 0 |
| Net cash provided by (used in) operating activities (net cash flow) (total) |
1,621 | 1,234 | 2,814 | 2,651 |
| Net cash provided by (used in) investing activities (net cash flow) (total) |
(603) | (667) | 3,933 | (1,452) |
| Net cash provided by (used in) financing activities (net cash flow) (total) |
(1,538) | (332) | (7,191) | (1,428) |
| Change in cash and cash equivalents due to business activities (total) |
(520) | 235 | (444) | (229) |
| Cash and cash equivalents at beginning of period | 2,980 | 2,058 | 2,915 | 2,531 |
| Change due to exchange rate movements and to changes in scope of consolidation |
(79) | (12) | (90) | (21) |
| Cash and cash equivalents at end of period | 2,381 | 2,281 | 2,381 | 2,281 |
* for definition see Bayer Group Key Data on page 2
Gross cash fl ow in the third quarter rose by 0.5 percent, from €1,165 million in the prior-year period to €1,171 million. Net cash fl ow declined to €1,234 million (q3 2007: €1,623 million) due to a smaller decline in working capital than in the prior-year quarter.
Gross cash fl ow in the fi rst three quarters of 2008 advanced to €4,144 million (9m 2007: €3,763 million). Net cash fl ow fell by 5.8 percent to €2,651 million (9m 2007: €2,814 million).
In the third quarter of 2008, there was a net cash outfl ow of €667 million for investing activities (q3 2007: €603 million). This amount contained disbursements of €367 million for acquisitions, including those of the otc business of the Chinese Topsun group (€109 million) and German-based direvo Biotech AG (€185 million). Cash outfl ows for property, plant and equipment and intangible assets in the third quarter of 2008 totaled €492 million (q3 2007: €482 million). This fi gure also included the expenditures for the expansion of our polymers production facilities in Caojing, near Shanghai, China, and for the acquisition of the hematology portfolio of Maxygen, Inc. Infl ows consisted primarily of €126 million in "interest and dividends received."
Net cash outfl ow for investing activities in the fi rst nine months of 2008 totaled €1,452 million. This included €227 million related to the acquisition of u.s.-based Possis Medical, Inc., €265 million to the purchase of the eastern European otc business of Sagmel, Inc., €109 million to the acquisition of the otc business of the Chinese Topsun group and €185 million to the purchase of direvo Biotech AG, Germany. In the prior-year period, there was a cash infl ow of €3,933 million, mainly comprising the net proceeds from the sale of the Diagnostics business, H.C. Starck and Wolff Walsrode. Cash outfl ows for property, plant and equipment and intangible assets in the fi rst three quarters came to €1,127 million (9m 2007: €1,123 million). Infl ows consisted primarily of €424 million in "interest and dividends received" and €148 million in proceeds from the sale of property, plant, equipment and other assets.
Net cash outfl ow for fi nancing activities in the fi rst nine months of 2008 amounted to €1,428 million. The outfl ow in the prior-year period came to €7,191 million. This fi gure included €5.2 billion for net loan repayments, especially the scheduled redemption of our 2002 / 2007 Eurobond in April 2007 (€2.1 billion). The Bayer AG dividend and dividend payments to minority stockholders of consolidated companies amounted to €1,042 million (9m 2007: €775 million).
As of September 30, 2008 the Bayer Group held cash and cash equivalents of €2,281 million, including €751 million deposited in escrow accounts. This amount was earmarked for payments to be made in connection with the squeeze-out of the remaining minority stockholders of Bayer Schering Pharma AG and civil law settlements of antitrust proceedings. In view of the restriction on its use, the liquidity held in escrow accounts was not deducted when calculating net debt.
With the entry of the squeeze-out of the remaining minority stockholders of Bayer Schering Pharma AG in the commercial register on September 25, 2008, all shares of the minority stockholders of Bayer Schering Pharma AG were transferred by operation of law to Bayer Schering GmbH, a wholly owned subsidiary of Bayer AG. In accordance with the resolution of the Extraordinary Stockholders' Meeting of Bayer Schering Pharma AG on January 17, 2007, the remaining minority stockholders have received cash compensation
Bayer Stockholders' Newsletter 2008
Group Management Report as of September 30, 2008 of €98.98 per share. The required sum of €695 million held in escrow accounts for this purpose was paid out to the stockholders at the beginning of October. No fi nal decision has yet been issued in the main proceedings involving lawsuits brought by dissenting stockholders seeking to have the squeeze-out resolution set aside or declared null and void.
| Net Debt | Dec. 31, 2007 |
June 30, 2008 |
Sept. 30, 2008 |
|---|---|---|---|
| € million | |||
| Noncurrent fi nancial liabilities as per balance sheets (including derivatives) | 12,911 | 8,925 | 9,420 |
| of which hybrid bond | 1,237 | 1,221 | 1,229 |
| Current fi nancial liabilities as per balance sheets (including derivatives) | 1,287 | 6,010 | 6,004 |
| Derivative receivables | (230) | (314) | (207) |
| Financial liabilities | 13,968 | 14,621 | 15,217 |
| Cash and cash equivalents* | (1,776) | (1,311) | (1,530) |
| Current fi nancial assets | (8) | (6) | 0 |
| Net debt from continuing operations | 12,184 | 13,304 | 13,687 |
| Net debt from discontinued operations | 0 | 0 | 0 |
| Net debt (total) | 12,184 | 13,304 | 13,687 |
* In view of the restriction on its use, the €751 million liquidity in escrow accounts in the third quarter of 2008 (June 30, 2008: €747 million; Dec. 31, 2007: €755 million) was not deducted when calculating net debt. Sept. 30, 2008: €1,530 million = €2,281 million - €751 million.
In the third quarter net debt (total) rose by €0.4 billion to €13.7 billion. This increase was due in part to shifts in exchange rates between the euro and other major currencies, which had a €0.5 billion effect, and to €0.4 billion in disbursements for acquisitions. As of September 30, 2008 we had fi nancial liabilities of €15.2 billion, including the €1.2 billion subordinated hybrid bond issued in July 2005 and the €2.3 billion mandatory convertible bond issued in April 2006. Net debt should be viewed against the fact that Moody's and Standard & Poor's treat 75 percent and 50 percent, respectively, of the hybrid bond as equity. Both rating agencies consider the mandatory convertible bond wholly as equity. Unlike conventional borrowings, the hybrid bond thus only has a limited effect on the Group's rating-specifi c indicators, while the mandatory convertible bond has no effect. In light of their maturity dates, the mandatory convertible bond issued in 2006, the fl oating rate note of Bayer AG, also issued in 2006, and the Eurobonds of Bayer Corporation issued in 2004 have been reclassifi ed in 2008 from noncurrent to current fi nancial liabilities. Our noncurrent fi nancial liabilities as of September 30, 2008 amounted to €9.4 billion.
Standard & Poor's gives Bayer a long-term issuer rating of a- with stable outlook, while Moody's gives the company a rating of a3 with stable outlook. The short-term ratings are a-2 (Standard & Poor's) and p-2 (Moody's). These investment-grade ratings document good creditworthiness.
Capital market interest rates continued to rise in the third quarter of 2008. The net pension liability fell once again, to €3.4 billion. Provisions for pensions and other postemployment benefi ts declined from €4.7 billion to €4.4 billion. At the same time prepaid benefi t assets, refl ected in the balance sheet under "Other receivables," increased by €0.3 billion to €1.1 billion.
| Net pension liability | Dec. 31, 2007 |
June 30, 2008 |
Sept. 30, 2008 |
|---|---|---|---|
| € million | |||
| Provisions for pensions and other post-employment benefi ts | 5,501 | 4,696 | 4,442 |
| Prepaid benefi t assets | (533) | (760) | (1,057) |
| Net pension liability | 4,968 | 3,936 | 3,385 |
On September 30, 2008, the Bayer Group had 108,600 employees, 2,400 more than on December 31, 2007. The rise in employee numbers was mainly due to our acquisitions and the expansion of our organizations in the bric countries (Brazil, Russia, India and China) and other growth markets. These increases were partly offset by workforce reductions in connection with the integration of Schering.
As of September 30, 2008, we employed 17,000 people in North America, including the 300 employees of the recently acquired u.s. company Possis Medical, Inc. Bayer had 20,700 employees in the Asia-Pacifi c region; this fi gure for the fi rst time includes the 600 employees who joined the Group upon the acquisition of Topsun. There were 15,100 employees in Latin America /Africa / Middle East. The number of employees in Europe was 55,800. The 600 employees of Sagmel have been included here since the second quarter of 2008. In Germany we had 37,700 employees, accounting for 34.7 percent of the Group workforce.
The number of employees has been converted to full-time equivalents, which means part-time employees are included in proportion to their contractual working hours. Personnel expenses in the fi rst three quarters of 2008 amounted to €5,739 million (9m 2007: €5,573).
As a global enterprise with a diverse business portfolio, the Bayer Group enjoys a variety of opportunities and is also exposed to numerous risks. The anticipated development opportunities are materially unchanged from those outlined in the Bayer Annual Report 2007.
A risk management system is in place. Apart from fi nancial risks there are also businessspecifi c selling market, procurement market, product development, patent, production, environmental and regulatory risks. Legal risks exist particularly in the areas of product liability, competition and antitrust law, patent disputes, tax assessments and environmental matters. Information on the Bayer Group's risk situation is provided in the Bayer Annual Report 2007 on pages 80 – 88 and 188 – 193. Signifi cant changes that have occurred in respect of the legal risks compared to their presentation in the Bayer Annual Report 2007 are described in the Notes to the Condensed Consolidated Interim Financial Statements on page 41 ff. under "Legal Risks." The default risk for loans has generally increased across all sectors as a result of the current situation on the fi nancial markets. However, the Bayer Group so far has not experienced any notable defaults. The Bayer Annual Report 2007 can be downloaded free of charge at www.bayer.com.
At present, no potential risks have been identifi ed that either individually or in combination could endanger the continued existence of the Bayer Group.
Since September 30, 2008, no business developments of special signifi cance have occurred that we expect to have a material impact on the fi nancial position or results of operations of the Bayer Group.
Bayer Stockholders' Newsletter 2008
Investor Information
In the third quarter of 2008 the stock market was dominated by the effects of the international fi nancial crisis, with the dax down nearly 8 percent on the period. In this volatile environment, Bayer stock largely held its own, moving more or less laterally (–1.6 percent). The relative strength of our stock was also evident over the nine-month period. Although Bayer stock closed at €51.80 on September 30, 2008, down 17.2 percent from the end of 2007, giving a performance of minus 15.1 percent, the dax lost 27.7 percent in the same period, closing at 5,831 points. The European reference index euro stoxx 50 suffered comparably heavy losses, closing the third quarter at 4,615 points, down 28.4 percent from the beginning of the year.
With effect from September 22, 2008, Bayer stock is included in the Dow Jones stoxx 50, a European blue chip index comprising the top 50 stocks from 17 western European countries.
At the end of September, Bayer hosted the "Meet Management" conference in Leverkusen for the third time. Some 90 investors and analysts accepted the company's invitation to participate in group discussions with members of the management boards of Bayer AG and the subgroups. These talks focused on corporate strategy, developments in key markets, the effects of the fi nancial crisis and the candidates in the pharmaceutical research pipeline.
| Bayer Stock Key Data | 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|
|---|---|---|---|---|---|
| High for the period | € | 58.56 | 57.53 | 58.56 | 65.68 |
| Low for the period | € | 50.33 | 51.80 | 40.20 | 45.90 |
| Average daily share turnover on German stock exchanges |
million | 6.0 | 4.9 | 5.9 | 5.5 |
| Sept. 30, 2007 |
Sept. 30, 2008 |
Dec. 31, 2007 |
Change Sept. 30, 2008 / Dec. 31, 2007 % |
||
| Share price | € | 55.82 | 51.80 | 62.53 | – 17.2 |
| Market capitalization | € million | 42,665 | 39,593 | 47,794 | – 17.2 |
| Stockholders' equity as per balance sheets | € million | 17,008 | 18,310 | 16,821 | + 8.9 |
| Number of shares entitled to the dividend | million | 764.34 | 764.34 | 764.34 | 0.0 |
| DAX | 7,862 | 5,831 | 8,067 | – 27.7 |
XETRA closing prices; source: Bloomberg
(indexed; 100 = Xetra closing price on September 30, 2007)
Earnings per share according to ifrs are affected by the purchase price allocation for Schering, Berlin, Germany, and other special factors. To enhance comparability, we also determine core net income from continuing operations after elimination of the amortization of intangible assets, asset write-downs (including any impairment losses), special items in ebitda including the related tax effects, and one-time tax income or expense.
The calculation of earnings per share in accordance with the International Financial Reporting Standards (ifrs) is explained in the notes to the fi nancial statements on page 41. Adjusted core net income, core earnings per share and core ebit are not defi ned in the ifrs. Therefore they should be regarded as supplementary information rather than stand-alone indicators.
| Calculation of Core EBIT and Core Earnings per Share | 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|---|---|---|---|---|
| € million | ||||
| EBIT as per income statement | 677 | 684 | 2,769 | 3,132 |
| Amortization and write-downs of intangible assets | 479 | 385 | 1,097 | 1,170 |
| Write-downs of property, plant and equipment | 9 | 3 | 86 | 63 |
| Special items (other than write-downs) | 120 | 159 | 570 | 411 |
| Core EBIT | 1,285 | 1,231 | 4,522 | 4,776 |
| Non-operating result (as per income statement) | (266) | (276) | (741) | (813) |
| Income taxes (as per income statement) | 769 | (133) | 221 | (701) |
| One-time tax income* | (911) | 0 | (911) | 0 |
| Tax adjustment | (234) | (151) | (617) | (484) |
| Income after taxes attributable to minority interest (as per income statement) | (3) | (1) | (1) | (8) |
| Core net income from continuing operations | 640 | 670 | 2,473 | 2,770 |
| Financing expenses for the mandatory convertible bond, net of tax effects | 25 | 28 | 73 | 84 |
| Adjusted core net income | 665 | 698 | 2,546 | 2,854 |
| Shares | ||||
| Weighted average number of issued ordinary shares | 764,341,920 | 764,341,920 | 764,341,920 | 764,341,920 |
| Potential shares to be issued upon conversion of the mandatory convertible bond | 59,585,493 | 60,040,823 | 59,558,606 | 59,843,529 |
| Adjusted weighted average total number of issued and potential ordinary shares | 823,927,413 | 824,382,743 | 823,900,526 | 824,185,449 |
| Core earnings per share from continuing operations (€) | 0.81 | 0.85 | 3.09 | 3.46 |
* arising from the corporate tax reform in Germany
29
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008
| 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|
|---|---|---|---|---|
| € million | ||||
| Net sales | 7,793 | 7,948 | 24,345 | 24,995 |
| Cost of goods sold | (3,978) | (4,076) | (12,184) | (12,435) |
| Gross profit | 3,815 | 3,872 | 12,161 | 12,560 |
| Selling expenses | (1,916) | (2,017) | (5,642) | (5,953) |
| Research and development expenses | (640) | (662) | (1,915) | (1,943) |
| General administration expenses | (418) | (417) | (1,279) | (1,275) |
| Other operating income | 219 | 214 | 590 | 1,064 |
| Other operating expenses | (383) | (306) | (1,146) | (1,321) |
| Operating result (EBIT) | 677 | 684 | 2,769 | 3,132 |
| Equity-method loss | (9) | (11) | (36) | (34) |
| Non-operating income | 113 | 87 | 545 | 376 |
| Non-operating expenses | (370) | (352) | (1,250) | (1,155) |
| Non-operating result | (266) | (276) | (741) | (813) |
| Income before income taxes | 411 | 408 | 2,028 | 2,319 |
| Income taxes | 769 | (133) | 221 | (701) |
| Income from continuing operations after taxes | 1,180 | 275 | 2,249 | 1,618 |
| Income from discontinued operations after taxes | (2) | 3 | 2,396 | 3 |
| Income after taxes | 1,178 | 278 | 4,645 | 1,621 |
| of which attributable to minority interest | 3 | 1 | 1 | 8 |
| of which attributable to Bayer AG stockholders (net income) | 1,175 | 277 | 4,644 | 1,613 |
| Earnings per share (€) | ||||
| From continuing operations | ||||
| Basic* | 1.46 | 0.37 | 2.82 | 2.06 |
| Diluted* | 1.46 | 0.37 | 2.82 | 2.06 |
| From discontinued operations | ||||
| Basic* | - | - | 2.91 | - |
| Diluted* | - | - | 2.91 | - |
| From continuing and discontinued operations | ||||
| Basic* | 1.46 | 0.37 | 5.73 | 2.06 |
| Diluted* | 1.46 | 0.37 | 5.73 | 2.06 |
* The ordinary shares to be issued upon conversion of the mandatory convertible bond are treated as already issued shares.
| Sept. 30, 2007 |
Sept. 30, 2008 |
Dec. 31, 2007 |
|
|---|---|---|---|
| € million | |||
| Noncurrent assets | |||
| Goodwill | 8,336 | 8,646 | 8,215 |
| Other intangible assets | 14,685 | 14,234 | 14,555 |
| Property, plant and equipment | 8,664 | 9,200 | 8,819 |
| Investments in associates | 481 | 475 | 484 |
| Other fi nancial assets | 1,104 | 1,049 | 1,127 |
| Other receivables | 488 | 1,190 | 667 |
| Deferred taxes | 808 | 295 | 845 |
| 34,566 | 35,089 | 34,712 | |
| Current assets | |||
| Inventories | 6,315 | 6,696 | 6,217 |
| Trade accounts receivable | 6,355 | 6,586 | 5,830 |
| Other fi nancial assets | 312 | 327 | 335 |
| Other receivables | 1,524 | 1,325 | 1,461 |
| Claims for income tax refunds | 240 | 362 | 208 |
| Cash and cash equivalents | 2,381 | 2,281 | 2,531 |
| Assets held for sale and discontinued operations | - | - | 84 |
| 17,127 | 17,577 | 16,666 | |
| Total assets | 51,693 | 52,666 | 51,378 |
| Stockholders' equity | |||
| Capital stock of Bayer AG | 1,957 | 1,957 | 1,957 |
| Capital reserves of Bayer AG | 4,028 | 4,028 | 4,028 |
| Other reserves | 10,937 | 12,245 | 10,749 |
| 16,922 | 18,230 | 16,734 | |
| Equity attributable to minority interest | 86 | 80 | 87 |
| 17,008 | 18,310 | 16,821 | |
| Noncurrent liabilities | |||
| Provisions for pensions and other post-employment benefi ts | 5,268 | 4,442 | 5,501 |
| Other provisions | 1,596 | 1,503 | 1,166 |
| Financial liabilities | 13,307 | 9,420 | 12,911 |
| Other liabilities | 502 | 633 | 501 |
| Deferred taxes | 3,632 | 3,638 | 3,866 |
| 24,305 | 19,636 | 23,945 | |
| Current liabilities | |||
| Other provisions | 4,080 | 3,717 | 3,754 |
| Financial liabilities | 1,298 | 6,004 | 1,287 |
| Trade accounts payable | 2,219 | 2,266 | 2,466 |
| Income tax liabilities | 104 | 242 | 56 |
| Other liabilities | 2,679 | 2,478 | 2,873 |
| Liabilities directly related to assets held for sale and discontinued operations | - | 13 | 176 |
| 10,380 | 14,720 | 10,612 | |
| Total stockholders' equity and liabilities | 51,693 | 52,666 | 51,378 |
2007 figures reclassified
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008
| 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|
|---|---|---|---|---|
| € million | ||||
| Income from continuing operations after taxes | 1,180 | 275 | 2,249 | 1,618 |
| Income taxes | (769) | 133 | (221) | 701 |
| Non-operating result | 266 | 276 | 741 | 813 |
| Income taxes paid | (201) | (197) | (886) | (913) |
| Depreciation and amortization | 762 | 650 | 2,016 | 2,031 |
| Change in pension provisions | (116) | (5) | (298) | (185) |
| (Gains) losses on retirements of noncurrent assets | (8) | (12) | (2) | (78) |
| Non-cash effects of the remeasurement of acquired assets | ||||
| (inventory work-down) | 51 | 51 | 164 | 157 |
| Gross cash flow | 1,165 | 1,171 | 3,763 | 4,144 |
| Decrease (increase) in inventories | (107) | (299) | (282) | (563) |
| Decrease (increase) in trade accounts receivable | 397 | 377 | (666) | (697) |
| (Decrease) increase in trade accounts payable | 1 | (78) | (97) | (143) |
| Changes in other working capital, other non-cash items | 167 | 63 | 96 | (90) |
| Net cash provided by (used in) operating activities (net cash flow), continuing operations |
1,623 | 1,234 | 2,814 | 2,651 |
| Net cash provided by (used in) operating activities (net cash fl ow), | ||||
| discontinued operations | (2) | 0 | 0 | 0 |
| Net cash provided by (used in) operating activities (net cash flow) (total) |
1,621 | 1,234 | 2,814 | 2,651 |
| Cash outfl ows for additions to property, plant, equipment and intangible assets |
(482) | (492) | (1,123) | (1,127) |
| Cash infl ows from sales of property, plant, equipment | ||||
| and other assets | 89 | 41 | 120 | 148 |
| Cash infl ows (outfl ows) from divestitures less divested cash | (111) | (3) | 4,792 | (52) |
| Cash infl ows (outfl ows) for acquisitions less acquired cash | (198) | (367) | (455) | (919) |
| Cash infl ows (outfl ows) from noncurrent fi nancial assets | 1 | 25 | 9 | 73 |
| Interest and dividends received | 96 | 126 | 565 | 424 |
| Cash (infl ows) outfl ows from current fi nancial assets | 2 | 3 | 25 | 1 |
| Net cash provided by (used in) investing activities (total) | (603) | (667) | 3,933 | (1,452) |
| Capital contributions | - | - | - | - |
| Bayer AG dividend and dividend payments to minority stockholders | 0 | (2) | (775) | (1,042) |
| Issuances of debt | 239 | 103 | 1,842 | 1,102 |
| Retirements of debt | (1,555) | (166) | (7,051) | (465) |
| Interest paid | (222) | (267) | (1,207) | (1,023) |
| Net cash provided by (used in) financing activities (total) | (1,538) | (332) | (7,191) | (1,428) |
| Change in cash and cash equivalents due to business activities (total) |
(520) | 235 | (444) | (229) |
| Cash and cash equivalents at beginning of period | 2,980 | 2,058 | 2,915 | 2,531 |
| Change in cash and cash equivalents due to changes in scope of consolidation |
1 | 0 | (3) | 2 |
| Change in cash and cash equivalents due to exchange rate movements |
(80) | (12) | (87) | (23) |
| Cash and cash equivalents at end of period | 2,381 | 2,281 | 2,381 | 2,281 |
| 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|
|---|---|---|---|---|
| € million | ||||
| Changes in fair values of derivatives designated as hedges and available-for-sale fi nancial assets, recognized in stockholders' equity |
76 | (268) | 74 | (148) |
| Changes in actuarial gains / losses on defi ned benefi t obligations for pensions and other post-employment benefi ts and effects of the limitation on pension plan assets, recognized in stockholders' equity |
167 | 630 | 1,272 | 1,575 |
| Exchange differences on translation of operations outside the euro zone, recognized in stockholders' equity |
(477) | 387 | (470) | (44) |
| Deferred taxes on valuation adjustments offset directly against stockholders' equity |
(184) | (115) | (615) | (438) |
| Changes due to changes in scope of consolidation | - | 2 | 36 | 2 |
| Revaluation surplus (IFRS 3) | - | 0 | - | 6 |
| Minority interest in partnerships, recognized in liabilities | (5) | (14) | (24) | (43) |
| Valuation adjustments recognized directly in stockholders' equity |
(423) | 622 | 273 | 910 |
| Income after taxes | 1,178 | 278 | 4,645 | 1,621 |
| Total income and expense recognized in the financial statements | 755 | 900 | 4,918 | 2,531 |
| of which attributable to minority interest | 1 | 2 | (1) | 3 |
| of which attributable to Bayer AG stockholders | 754 | 898 | 4,919 | 2,528 |
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008
34 Notes to the Condensed Consolidated Interim Financial Statements of the Bayer Group as of September 30, 2008
Key Data by Segment
| HealthCare | ||||
|---|---|---|---|---|
| 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
|
| 2,570 | 2,638 | 1,110 | 1,164 | |
| + 5.2% | + 2.6% | + 6.9% | + 4.9% | |
| + 8.1% | + 6.4% | + 10.2% | + 10.0% | |
| 22 | 18 | 2 | 1 | |
| 169 | 306 | 206 | 237 | |
| 519 | 586 | 189 | 213 | |
| 464 | 496 | 220 | 183 | |
| 429 | 324 | 32 | 38 | |
| Pharmaceuticals | Consumer Health |
for definition see Bayer Group Key Data on page 2
| Segment | Pharmaceuticals | Consumer Health | ||
|---|---|---|---|---|
| € million | First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
| Sales (external) | 7,648 | 7,836 | 3,359 | 3,431 |
| Change | + 60.0% | + 2.5% | + 6.2% | + 2.1% |
| Currency-adjusted change | + 63.5% | + 7.5% | + 10.5% | + 8.4% |
| Intersegment sales | 44 | 54 | 6 | 3 |
| Operating result (EBIT) | 657 | 981 | 634 | 638 |
| Gross cash fl ow1 | 1,290 | 1,577 | 520 | 565 |
| Net cash fl ow1 | 945 | 989 | 406 | 421 |
| Depreciation, amortization and write-downs / write-backs | 1,017 | 1,035 | 99 | 108 |
| Number of employees at end of period2 | 39,100 | 39,200 | 12,100 | 13,700 |
for definition see Bayer Group Key Data on page 2 number of employees in full-time equivalents
| CropScience | MaterialScience | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Crop Protection | Environmental Science, BioScience |
Systems Materials |
Reconciliation | Continuing Operations |
|||||||
| 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
| 985 | 1,067 | 172 | 181 | 1,858 | 1,850 | 767 | 699 | 331 | 349 | 7,793 | 7,948 |
| + 13.0% | + 8.3% | – 2.8% | + 5.2% | + 0.3% | – 0.4% | + 3.2% | – 8.9% | + 4.5% | + 2.0% | ||
| + 13.7% | + 14.7% | – 1.2% | + 11.0% | + 3.2% | + 2.5% | + 7.1% | – 4.7% | + 7.2% | + 6.0% | ||
| 13 | 4 | 2 | 1 | 33 | 36 | 7 | 3 | (79) | (63) | ||
| 56 | 46 | (26) | (10) | 260 | 144 | 32 | (11) | (20) | (28) | 677 | 684 |
| 149 | 151 | 0 | 16 | 257 | 170 | 69 | 27 | (18) | 8 | 1,165 | 1,171 |
| 325 | 208 | 108 | 65 | 275 | 118 | 103 | 21 | 128 | 143 | 1,623 | 1,234 |
| 118 | 111 | 18 | 20 | 79 | 76 | 48 | 40 | 38 | 41 | 762 | 650 |
| Crop Protection | Environmental Science, BioScience |
Systems | Materials | Reconciliation | Continuing Operations |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
| 3,681 | 4,215 | 824 | 815 | 5,593 | 5,624 | 2,263 | 2,059 | 977 | 1,015 | 24,345 | 24,995 |
| + 3.6% | + 14.5% | – 2.4% | – 1.1% | + 2.6% | + 0.6% | + 4.0% | – 9.0% | + 16.0% | + 2.7% | ||
| + 6.0% | + 20.8% | + 1.3% | + 4.3% | + 6.0% | + 4.9% | + 8.2% | – 3.7% | + 19.4% | + 7.8% | ||
| 47 | 35 | 6 | 8 | 108 | 106 | 15 | 12 | (226) | (218) | ||
| 540 | 813 | 109 | 114 | 744 | 677 | 99 | (19) | (14) | (72) | 2,769 | 3,132 |
| 650 | 892 | 127 | 141 | 730 | 690 | 193 | 95 | 253 | 184 | 3,763 | 4,144 |
| 525 | 572 | 164 | 120 | 590 | 420 | 103 | 141 | 81 | (12) | 2,814 | 2,651 |
| 356 | 335 | 57 | 61 | 242 | 244 | 132 | 119 | 113 | 129 | 2,016 | 2,031 |
| 14,700 | 14,900 | 3,100 | 3,300 | 10,300 | 10,500 | 5,300 | 4,700 | 21,600 | 22,300 | 106,200 | 108,600 |
Bayer Stockholders' Newsletter 2008
| 36 | Key Data by Region | |||
|---|---|---|---|---|
| ---- | -- | -- | -- | -------------------- |
| Region | Europe | North America | |||
|---|---|---|---|---|---|
| € million | 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
|
| Sales (external) – by market | 3,377 | 3,443 | 1,889 | 1,866 | |
| Change | + 5.7% | + 2.0% | – 3.8% | – 1.2% | |
| Currency-adjusted change | + 5.7% | + 2.3% | + 2.6% | + 8.0% | |
| Sales (external) – by point of origin | 3,669 | 3,769 | 1,905 | 1,855 | |
| Change | + 6.0% | + 2.7% | – 3.2% | – 2.6% | |
| Currency-adjusted change | + 6.0% | + 3.2% | + 3.4% | + 6.6% | |
| Interregional sales | 1,367 | 1,440 | 525 | 530 | |
| Operating result (EBIT) | 445 | 331 | 108 | 237 |
| Region | Europe | North America | |||
|---|---|---|---|---|---|
| € million | First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|
| Sales (external) – by market | 10,922 | 11,348 | 6,255 | 5,979 | |
| Change | + 18.4% | + 3.9% | + 9.3% | – 4.4% | |
| Currency-adjusted change | + 18.3% | + 4.5% | + 17.6% | + 6.8% | |
| Sales (external) – by point of origin | 11,792 | 12,292 | 6,285 | 5,987 | |
| Change | + 18.5% | + 4.2% | + 9.4% | – 4.7% | |
| Currency-adjusted change | + 18.5% | + 4.8% | + 17.8% | + 6.6% | |
| Interregional sales | 4,012 | 4,095 | 1,571 | 1,393 | |
| Operating result (EBIT) | 1,798 | 1,907 | 657 | 848 | |
| Number of employees at end of period* | 56,600 | 55,800 | 16,700 | 17,000 |
* number of employees in full-time equivalents
| Asia/Pacific | Latin America / Africa / Middle East |
Reconciliation | Continuing Operations |
||||
|---|---|---|---|---|---|---|---|
| 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
| 1,329 | 1,349 | 1,198 | 1,290 | 7,793 | 7,948 | ||
| + 6.5% | + 1.5% | + 13.8% | + 7.7% | + 4.5% | + 2.0% | ||
| + 11.2% | + 7.1% | + 15.7% | + 12.1% | + 7.2% | + 6.0% | ||
| 1,272 | 1,287 | 947 | 1,037 | 7,793 | 7,948 | ||
| + 6.0% | + 1.2% | + 14.2% | + 9.5% | + 4.5% | + 2.0% | ||
| + 10.9% | + 7.8% | + 16.2% | + 13.6% | + 7.2% | + 6.0% | ||
| 67 | 56 | 65 | 50 | (2,024) | (2,076) | ||
| 45 | 10 | 125 | 140 | (46) | (34) | 677 | 684 |
| Asia/Pacific | Latin America / Africa / Middle East |
Reconciliation | Continuing Operations |
||||
|---|---|---|---|---|---|---|---|
| First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
| 3,837 | 4,015 | 3,331 | 3,653 | 24,345 | 24,995 | ||
| + 15.7% | + 4.6% | + 22.2% | + 9.7% | + 16.0% | + 2.7% | ||
| + 22.5% | + 11.5% | + 27.2% | + 16.1% | + 19.4% | + 7.8% | ||
| 3,675 | 3,904 | 2,593 | 2,812 | 24,345 | 24,995 | ||
| + 15.4% | + 6.2% | + 23.1% | + 8.4% | + 16.0% | + 2.7% | ||
| + 22.4% | + 12.3% | + 29.0% | + 17.8% | + 19.4% | + 7.8% | ||
| 182 | 151 | 181 | 106 | (5,946) | (5,745) | ||
| 185 | 181 | 263 | 333 | (134) | (137) | 2,769 | 3,132 |
| 18,700 | 20,700 | 14,200 | 15,100 | 106,200 | 108,600 |
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008 Notes
Pursuant to Section 315a of the German Commercial Code, the consolidated interim fi nancial statements as of September 30, 2008 have been prepared in condensed form according to the International Financial Reporting Standards (ifrs) – including ias 34 – of the International Accounting Standards Board (iasb), London, which are endorsed by the European Union, and the Interpretations of the International Financial Reporting Interpretations Committee (ifric) in effect at the closing date.
Reference should be made as appropriate to the notes to the consolidated fi nancial statements for the 2007 fi scal year, particularly with regard to the main recognition and valuation principles. Changes in the underlying parameters relate primarily to currency exchange rates and the interest rates used to calculate pension obligations.
The exchange rates for major currencies against the euro varied as follows:
| Closing rate Average rate |
||||||
|---|---|---|---|---|---|---|
| 1 € | Sept. 30, 2007 |
Sept. 30, 2008 |
Dec. 31, 2007 |
First Nine Months 2007 |
First Nine Months 2008 |
|
| ARS | Argentina | 4.47 | 4.46 | 4.64 | 4.17 | 4.73 |
| BRL | Brazil | 2.62 | 2.80 | 2.61 | 2.69 | 2.56 |
| CAD | Canada | 1.41 | 1.50 | 1.44 | 1.49 | 1.55 |
| CHF | Switzerland | 1.66 | 1.58 | 1.65 | 1.64 | 1.61 |
| CNY | China | 10.64 | 9.80 | 10.75 | 10.30 | 10.63 |
| GBP | United Kingdom | 0.70 | 0.79 | 0.73 | 0.68 | 0.78 |
| JPY | Japan | 163.55 | 150.47 | 164.93 | 160.35 | 160.97 |
| MXN | Mexico | 15.48 | 15.71 | 16.08 | 14.72 | 16.00 |
| USD | United States | 1.42 | 1.43 | 1.47 | 1.34 | 1.52 |
The most important interest rates applied in the calculation of actuarial gains and losses from pension obligations are given below:
| Dec. 31, 2007 |
June 30, 2008 |
Sept. 30, 2008 |
|
|---|---|---|---|
| % | |||
| Germany | 5.5 | 6.4 | 6.8 |
| United Kingdom | 5.8 | 6.7 | 7.3 |
| United States | 6.6 | 7.0 | 7.9 |
As of September 30, 2008, the Bayer Group comprised 323 fully or proportionately consolidated companies (December 31, 2007: 326 companies). Four joint ventures were included by proportionate consolidation according to ias 31 (Interests in Joint Ventures). In addition, fi ve associated companies were included in the consolidated fi nancial statements by the equity method according to ias 28 (Investments in Associates).
The Bayer Group spent a total of €919 million on acquisitions in the fi rst nine months of 2008, resulting chiefl y from the following transactions: Bayer subsidiary Medrad, Inc. acquired the remaining shares of Possis Medical through its subsidiary Phoenix Acquisition Corp. for €227 million. By virtue of the merger of Phoenix Acquisition Corp. with 39 Possis Medical, the latter became a wholly owned subsidiary of Medrad. At the beginning of June 2008, we successfully completed the acquisition of the over-the-counter (otc) business of u.s.-based Sagmel, Inc., including the related goodwill, for €265 million. The otc business of Sagmel is now integrated into the operations of Bayer HealthCare in Russia, Ukraine, Kazakhstan, the Baltic states and several countries of the Caucasus and Central Asia regions. In July 2008 the over-the-counter cough and cold medicines business of the Chinese company Topsun Science and Technology Qidong Gaitianli Pharmaceutical Co., Ltd. was acquired for €109 million. The provisional allocation of the difference between the value of the acquired assets and the purchase price relates primarily to trademark rights and goodwill. Effective September 30, 2008, we acquired the protein engineering specialist direvo Biotech AG, Cologne, Germany, for €185 million. The provisional allocation of the difference between the value of the acquired assets and the purchase price relates primarily to research and development technologies and goodwill.
The effects of these and other, smaller acquisitions on the Group's assets and liabilities as of the respective acquisition dates are shown in the table. Including acquired cash and cash equivalents, they resulted in the following net cash outfl ow:
| Net carrying amounts at the dates of first-time consolidation |
Fair-value adjustments |
Net carrying amounts after the acquisitions |
|
|---|---|---|---|
| € million | |||
| Acquired assets and assumed liabilities | |||
| Goodwill | 0 | 373 | 373 |
| Other intangible assets | 0 | 584 | 584 |
| Property, plant and equipment | 27 | 0 | 27 |
| Other noncurrent assets | 22 | 0 | 22 |
| Inventories | 32 | 7 | 39 |
| Other current assets | 51 | 0 | 51 |
| Cash and cash equivalents | 13 | 0 | 13 |
| Provisions for pensions and | |||
| other post-employment benefi ts | (1) | 0 | (1) |
| Other provisions | (7) | (1) | (8) |
| Financial liabilities | (31) | 0 | (31) |
| Other liabilities | (33) | (1) | (34) |
| Deferred taxes | 10 | (113) | (103) |
| Net assets | 83 | 849 | 932 |
| Minority interests | 0 | ||
| Purchase price | 932 | ||
| of which ancillary acquisition costs | 6 | ||
| Acquired cash and cash equivalents | 13 | ||
| Liabilities to minority stockholders | 0 | ||
| Net cash outflow for the acquisitions | 919 |
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008 Notes
The diagnostics activities, along with H.C. Starck and Wolff Walsrode, were recognized as discontinued operations in 2007. Tax payments made in connection with the divestiture of the diagnostics business and a subsequent purchase price payment are therefore recognized in discontinued operations in 2008. The information on discontinued operations, which is provided from the standpoint of the Bayer Group, is to be regarded as part of the reporting for the entire Bayer Group by analogy with our segment reporting and is not intended to portray either the discontinued operations or the remaining operations of Bayer as separate entities. This presentation is thus in line with the principles for reporting discontinued operations.
| Discontinued Operations | Diagnostics | H.C. Starck | Wolff Walsrode | Total | ||||
|---|---|---|---|---|---|---|---|---|
| € million | 3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
3rd Quarter 2007 |
3rd Quarter 2008 |
| Sales | - | - | - | - | - | - | - | - |
| Operating result (EBIT)* | - | 4 | (1) | - | (1) | - | (2) | 4 |
| Income after taxes | - | 3 | (1) | - | (1) | - | (2) | 3 |
| Gross cash fl ow* | - | - | (1) | - | (1) | - | (2) | - |
| Net cash fl ow* | - | - | (1) | - | (1) | - | (2) | - |
| Net investing cash fl ow | (107) | (3) | 7 | - | 1 | - | (99) | (3) |
| Net fi nancing cash fl ow | 107 | 3 | (6) | - | 0 | - | 101 | 3 |
* for definition see Bayer Group Key Data on page 2
| € million | First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|---|---|---|---|---|---|---|---|---|
| Sales | - | - | 74 | - | 172 | - | 246 | - |
| Operating result (EBIT)* | 2,778 | 4 | 108 | - | 266 | - | 3,152 | 4 |
| Income after taxes | 2,044 | 3 | 102 | - | 250 | - | 2,396 | 3 |
| Gross cash fl ow* | (10) | - | 13 | - | 14 | - | 17 | - |
| Net cash fl ow* | (32) | - | 25 | - | 7 | - | - | - |
| Net investing cash fl ow | 3,432 | (52) | 929 | - | 431 | - | 4,792 | (52) |
| Net fi nancing cash fl ow | (3,400) | 52 | (954) | - | (438) | - | (4,792) | 52 |
* for definition see Bayer Group Key Data on page 2
The ordinary shares to be issued upon conversion of the mandatory convertible bond are treated as already issued shares. Diluted earnings per share are therefore equal to basic earnings per share.
| Calculation of Earnings per Share | 3rd Quarter 2007 |
3rd Quarter 2008 |
First Nine Months 2007 |
First Nine Months 2008 |
|---|---|---|---|---|
| € million | ||||
| Income after taxes | 1,178 | 278 | 4,645 | 1,621 |
| Income attributable to minority interest | 3 | 1 | 1 | 8 |
| Income attributable to Bayer AG stockholders | 1,175 | 277 | 4,644 | 1,613 |
| Income from discontinued operations | (2) | 3 | 2,396 | 3 |
| Financing expenses for the mandatory convertible bond, net of tax effects |
25 | 28 | 73 | 84 |
| Adjusted income from continuing operations after taxes |
1,202 | 302 | 2,321 | 1,694 |
| Adjusted net income | 1,200 | 305 | 4,717 | 1,697 |
| Weighted average number of issued ordinary shares |
764,341,920 | 764,341,920 | 764,341,920 | 764,341,920 |
| Potential shares to be issued upon conversion of the mandatory convertible bond |
59,585,493 | 60,040,823 | 59,558,606 | 59,843,529 |
| Adjusted weighted average total number of issued and potential ordinary shares |
823,927,413 | 824,382,743 | 823,900,526 | 824,185,449 |
| Basic earnings per shares (€) | ||||
| from continuing operations | 1.46 | 0.37 | 2.82 | 2.06 |
| from discontinued operations | 0.00 | 0.00 | 2.91 | 0.00 |
| from continuing and discontinued operations | 1.46 | 0.37 | 5.73 | 2.06 |
| Diluted earnings per share (€) | ||||
| from continuing operations | 1.46 | 0.37 | 2.82 | 2.06 |
| from discontinued operations | 0.00 | 0.00 | 2.91 | 0.00 |
| from continuing and discontinued operations | 1.46 | 0.37 | 5.73 | 2.06 |
The following signifi cant changes have occurred in respect of the Bayer Group's legal risks compared to their presentation on pages 188 – 193 of the Bayer Annual Report 2007:
Magnevist®: On pages 188 – 189 of the Bayer Annual Report 2007 we reported a total of 29 lawsuits in the United States based on allegations of physical harm suffered as a result of the use of Bayer's contrast agent Magnevist®. As of October 8, 2008, Bayer has been served in a total of 230 lawsuits and the pending motion to create a multi-district litigation (mdl) has been granted.
Trasylol®: The number of lawsuits fi led in the United States against Bayer on behalf of plaintiffs alleging personal injuries from the use of Trasylol® as reported on page 189 of the Bayer Annual Report 2007 has increased from 46 as of February 1, 2008 to 256 as of October 6, 2008.
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008 Notes
Cipro®: On page 189 of the Bayer Annual Report 2007 we reported that lawsuits were pending against Bayer in connection with our medication Cipro®. In October 2008 the Court of Appeals of the Federal Circuit in Washington d.c. affi rmed the earlier ruling of a United States District Court in New York dismissing all lawsuits fi led in federal court. The recent appellate decision affi rmed the dismissal of various lawsuits brought by indirect purchaser plaintiffs in federal courts. Another appeal remains pending concerning the claims brought by direct purchasers of Cipro®. These claims were also dismissed by the federal district court, but the appellate court in New York has jurisdiction for the appeal of these lawsuits.
As reported on page 190 of the Bayer Annual Report 2007, Bayer expects that civil antitrust lawsuits for damages concerning the products rubber chemicals, butadiene rubber, styrene butadiene rubber, polychloroprene rubber and nitrile butadiene rubber will be fi led against Bayer in Europe. At the end of February 2008, a group of plaintiffs who are primarily producers of tires brought an action for damages before the High Court of Justice in the United Kingdom against Bayer and other producers of butadiene rubber and styrene butadiene rubber based on alleged violations of antitrust law. In June 2008, Bayer fi led its defense with the High Court. Due to a parallel proceeding initiated before a court in Milan, to which Bayer joined as intervenient, the question arises as to which jurisdiction is competent to judge the case. In August 2008, The Goodyear Tire & Rubber Company fi led an amended complaint in u.s. federal court alleging that Bayer and other producers of butadiene rubber and styrene butadiene rubber violated antitrust law. The complaint seeks, among other things, treble damages. Bayer intends to defend itself against the Goodyear claim and in September 2008 fi led a motion asking the court to dismiss Goodyear´s complaint for failure to state a cause of action.
The inquiry by the German Federal Cartel Offi ce (Bundeskartellamt) against Bayer Vital GmbH concerning certain discounts Bayer had granted to pharmacies, as reported on page 190 of the Bayer Annual Report 2007, resulted in a €10.34 million fi ne imposed in May 2008. The fi ne has been accepted by Bayer Vital.
On page 190 of the Bayer Annual Report 2007, we reported on lawsuits fi led by rice farmers and resellers in the United States, who allege that they have suffered economic losses following the detection of traces of pre-commercial biotech rice in the 2006 long-grain rice harvest in the southern u.s. In August 2008, a motion to certify a plaintiff class of rice farmers in fi ve u.s. states was denied by federal court. The appellate court subsequently denied plaintiffs´ request for an interim appeal of the decision denying class certifi cation.
Yasmin®: On page 191 of the Bayer Annual Report 2007, we reported that, in April 2005, Bayer Schering Pharma fi led suit against Barr Pharmaceuticals Inc. and Barr Laboratories Inc. in u.s. federal court alleging patent infringement by Barr for the intended generic version of Bayer Schering Pharma's Yasmin® oral contraceptive product in the United States. In June 2005, Barr fi led its counterclaim seeking to invalidate Bayer Schering Pharma's patent. In March 2008, the u.s. federal court invalidated Bayer Schering Pharma's '531 patent for Yasmin®. Bayer Schering Pharma has appealed this ruling.
In June 2008, Bayer Schering Pharma and Barr Laboratories Inc. signed a supply and 43 licensing agreement for Yasmin® covering the United States. Bayer Schering Pharma already has begun to supply Barr with a generic version of Yasmin® which Barr will market solely in the United States. Barr will pay Bayer Schering Pharma a fi xed percentage of the revenues from the product sold by Barr. Bayer Schering Pharma will continue to pursue its appeal of the court decision that invalidated Bayer Schering Pharma's u.s. patent '531 for Yasmin®. If Bayer Schering Pharma prevails in its appeal, Bayer Schering Pharma will receive a larger share of Barr's revenues from sales of its generic version of Yasmin® in the United States.
In March 2008 Bayer Schering Pharma received two notices of an Abbreviated New Drug Application with a Paragraph iv certifi cation (an "anda iv") pursuant to which Watson Laboratories Inc. and Sandoz Inc. each seek approval to market a generic version of Bayer Schering Pharma's oral contraceptive Yasmin® in the United States. Bayer Schering Pharma has fi led suit against Watson and Sandoz in u.s. federal court alleging patent infringement by Watson and Sandoz for the intended generic version of Yasmin®. In reply, Sandoz has fi led its answer and counterclaim alleging, among other things, the invalidity of various Bayer patents and that the agreement reached with Barr is anticompetitive and violates the Sherman Act antitrust law.
yaz®: On page 191 of the Bayer Annual Report 2007, we reported that, in January 2007, Barr Laboratories Inc. fi led an anda iv with the u.s. fda seeking approval of a generic version of Bayer Schering Pharma's yaz® oral contraceptive. In October 2007 Bayer Schering Pharma also received notice from Watson Laboratories Inc. that it has fi led an anda iv with the u.s. fda seeking approval of a generic version of yaz®. In June / July 2008 Bayer Schering Pharma further received notice from Sandoz Inc. that it has fi led an anda iv with the u.s. fda seeking approval of a generic version of yaz®. All three applications claim that Bayer Schering Pharma's patents are invalid and / or that the respective generic product does not infringe them. Bayer Schering Pharma has fi led patent infringement suits against Watson and Sandoz claiming that certain of Bayer Schering Pharma's patents have been infringed. Originally, Bayer Schering Pharma included the '531 patent in its fi rst suit against Watson. After the court decision in the suit against Barr regarding Yasmin®, Bayer Schering Pharma had to exclude the '531 patent from the suit against Watson. If Bayer Schering Pharma prevails in its appeal against the court decision regarding Yasmin®, Bayer Schering Pharma will evaluate its options to use the '531 patent. However, regardless of these patent disputes, Bayer Schering Pharma retains data exclusivity for yaz® as an oral contraceptive in the u.s. until March 16, 2009. No generic manufacturer can lawfully market a generic version of yaz® for an oral contraceptive indication in the United States until after March 16, 2009.
In June 2008, Bayer Schering Pharma and Barr agreed that Bayer Schering Pharma will grant Barr a license to market a generic version of yaz® in the United States starting July 2011. Bayer Schering Pharma will supply Barr with the product for this purpose. Should Bayer Schering Pharma lose patent lawsuits in the United States against other companies concerning yaz®, at that time Bayer Schering Pharma will begin supplying the product to Barr and Barr will begin marketing generic yaz® in the United States. Barr will pay Bayer Schering Pharma a fi xed percentage of the revenues from the product sold by Barr.
Bayer Stockholders' Newsletter 2008
Consolidated Financial Statements as of September 30, 2008 Notes
On page 192 of the Bayer Annual Report 2007, we reported that Abbott Laboratories commenced a lawsuit in the United States against Bayer and another party alleging infringement of two of Abbott's patents relating to blood glucose monitoring devices. The devices concerned are sold by Bayer as part of its Ascensia® Contour® system and its dex® and Autodisc® system. In April 2008 the court granted summary judgment in favor of Bayer with regard to one of the two patents on the basis that the patent's claims that were asserted by Abbott against Bayer are invalid. In June, after a trial on the issue of invalidity, the court held the second patent invalid. Abbott has appealed both decisions. In August 2008 the judge determined that Bayer could recover its reasonable attorneys fees and costs associated with the patent that was litigated through trial. The motion to determine the amount of those fees is currently pending.
As reported on page 192 of the Bayer Annual Report 2007, Limagrain had fi led suit against Bayer for indemnity against liabilities to third parties arising from an alleged breach of a 1986 contract to which Rhône-Poulenc – one of the predecessor companies of Bayer CropScience – was a party. At the end of March 2008 the Commercial Court in Paris as the court of fi rst instance dismissed all claims of Limagrain.
On page 192 of the Bayer Annual Report 2007, we reported that Bayer has fi led suit against several companies in the u.s. alleging patent infringement in connection with moxifl oxacin (Avelox®). In the two proceedings still pending Bayer has reached agreement with Teva Pharmaceuticals usa, Inc., the adverse party, to settle their patent litigation with regard to the two Bayer patents. Under the settlement terms agreed upon, Teva will obtain a license to sell its generic moxifl oxacin tablet product in the u.s. shortly before the second of the two Bayer patents expires in March 2014. The impact on the Avelox® business in the u.s. is expected to be immaterial. Teva acknowledges the validity and enforceability of the two Bayer patents.
On page 193 of the Bayer Annual Report 2007 we reported on numerous lawsuits seeking to set aside, or to have declared null and void, the Bayer Schering Pharma AG shareholders resolution of September 2006 approving the domination and profi t and loss transfer agreement between Bayer Schering GmbH and Bayer Schering Pharma AG. These lawsuits are still pending before the High Court of Berlin (Kammergericht Berlin). However, in the special proceedings initiated by Bayer Schering Pharma AG (Freigabeverfahren), the Kammergericht Berlin ruled in June 2008 that defects of the shareholders resolution, if any, do not affect the validity of the registration of the domination and profi t and loss transfer agreement in the commercial register. This decision cannot be appealed. Therefore, the domination and profi t and loss transfer agreement will remain effective even if the court should rule against Bayer Schering Pharma AG in the main proceedings at a later point in time.
In the litigation described on page 193 of the Bayer Annual Report 2007 concerning the rupture of a tank in Baytown, Texas, 35 out of a total of 61 cases have since been settled.
In September 2008, certain Bayer subsidiaries were named as defendants in a putative class action fi led in West Virginia state court, alleging personal injuries from exposure to mdi, tdi and hdi based products in mining applications.
In October 2008, the claim mentioned on page 191 of the Bayer Annual Report 2007, in which Bayer was seeking equitable reformation of an agreement and restitution of certain monies against Lyondell, was dismissed in Lyondell´s favor.
Our business partners include companies in which an interest is held, and companies with which members of the Supervisory Board of Bayer AG are associated. Transactions with these companies are carried out on an arm's-length basis. Business with such companies was not material from the viewpoint of the Bayer Group. The Bayer Group was not a party to any transaction of an unusual nature or structure that was material to it or to companies or persons closely associated with it. Business transactions with companies included in the consolidated fi nancial statements at equity, or at cost less impairment charges, mainly comprised trade in goods and services. The value of these transactions was, however, immaterial from the point of view of the Bayer Group. The same applies to fi nancial receivables and payables vis-à-vis related parties.
Leverkusen, October 23, 2008 Bayer Aktiengesellschaft
The Board of Management
Werner Wenning Klaus Kühn Dr. Wolfgang Plischke Dr. Richard Pott
Bayer Stockholders' Newsletter 2008
Successful drug discoverers: Bayer HealthCare researchers Dr. Susanne Röhrig and Dr. Alexander Straub observe crystals of a test substance under a microscope. The two scientists played key roles in the development of Xarelto®.
Leverkusen – Bayer HealthCare has achieved a signifi cant breakthrough in product development: At the end of September, the European Commission granted marketing authorization for the innovative anticoagulant Xarelto®. The active ingredient rivaroxaban can now be orally administered for prophylaxis of venous thromboembolism (vte) following hip or knee replacement surgery in adult patients. Studies show that the substance is more effective than the current standard therapy and has a comparable safety profi le.
"The successful Xarelto® development program offers impressive proof of Bayer's innovative capability," commented Bayer Management Board Chairman Werner Wenning. He described the novel anti coagulant as a major scientifi c
breakthrough offering hope to millions of patients worldwide. The launch of Xarelto®, he said, is an important milestone for Bayer, especially as the drug has the potential to become a "blockbuster" medicine.
46
The Xarelto® approval in the e.u. is based on the results of an extensive trial program that included three Phase iii studies with rivaroxaban involving nearly 10,000 patients who received the new active ingredient for thrombosis prophylaxis following hip or knee replacement surgery.
The studies documented the superior effi cacy of rivaroxaban, both in a direct comparison and in a comparison between fi ve-week prophylaxis with rivaroxaban and short-term, two-week prophylaxis with the current standard therapy. In all three studies, the active substance demonstrated a comparable safety profi le and comparably lower rates of severe bleeding.
vte is a serious and often life-threatening event. In the e.u., more than 1.5 million patients each year develop blood clots in the veins, and some 544,000 of them die as a result. More people die from vte, for example, than from breast cancer, prostate cancer, hiv/aids and road-traffi c accidents together.
People who undergo major orthopedic surgery have a high risk for developing vte. This is because the implantation of a prosthetic knee or hip damages the major veins in the legs that transport blood back to the heart. Major orthopedic surgery can lead to a thrombus in 40 to 60 percent of patients who do not receive prophylaxis.
In the fi ve largest member states of the e.u., more than 450,000 hip and knee operations in which artifi cial joints are implanted take place each year.
"The medicines currently available have certain disadvantages, especially with regard to effi cacy and use. This novel anticoagulant, which can be taken once daily in tablet form, does not require routine blood coagulation monitoring," says Dr. Bengt Eriksson. The orthopedic surgeon at Sahlgrenska University Hospital / Östra in Gothenburg, Sweden – who is also one of the principal investigators in the trial program – considers the development of this drug product "a major step forward in preventing blood clots."
Xarelto® received its fi rst marketing authorization in mid-September in Canada, where the drug is now approved for prevention of vte in patients following elective hip or knee replacement surgery. Marketing of the new product began immediately following its registration.
The registration documentation was submitted to the u.s. Food and Drug Administration (fda) in July 2008. Once it is approved in the United States, Xarelto® will be marketed there by Ortho-McNeil, a division of Ortho-McNeil-Janssen Pharmaceuticals. Registration submissions for Xarelto® are currently being reviewed in a further 10 countries.
Rivaroxaban is currently the most thoroughly researched active substance in its class. The intention is to include a total of some 50,000 patients worldwide in the extensive clinical study program. Xarelto® is currently being investigated in the prophylaxis and therapy of thrombosis in a broad spectrum of indications – including treatment of venous thromboembolism, stroke prophylaxis in patients with atrial fi brillation, prevention of vte in hospitalized, medically ill patients, and secondary prevention of acute coronary syndrome.
Xarelto® was discovered in Bayer's laboratories in Wuppertal, Germany, and is being jointly developed by Bayer Health-Care and Johnson & Johnson Pharmaceutical Research & Development, l.l.c.
Promising new product: Bayer HealthCare employee Frank Schaell monitors the production of Xarelto® tablets.
48
Bayer Stockholders' Newsletter 2008
Safeguarding harvests: The new fungicide Infi nito® from Bayer CropScience ensures healthy potatoes. Here Jonathan French (left) advises farmer Philip Mayhew on protecting crops.
Monheim – A fungus by the name of Phytophthora infestans has been destroying potato harvests throughout the world for many a year. And the pathogen – which originated in Latin America – has been particularly notorious in Europe since it destroyed potato harvests in Ireland several times in the 1840s, causing a famine that killed one million people. In 2007 alone, it ruined crops worth €3 billion. In Europe, infestation has assumed unprecedented proportions. Yet the fungus can be stopped. The new fungicide Infi nito® from Bayer CropScience
is already demonstrating its outstanding effectiveness in potato fi elds in Germany, the Netherlands, the United Kingdom, Japan and China. And the innovative fungicide is registered in numerous other countries as well. Infi nito® is based on the active ingredient fl uopicolide, one of the newest substances in the fungicide portfolio of Bayer CropScience. The product's new and unique mechanism of action leads to rapid destabilization of fungal cell structures, providing fast, high-level control of late blight and downy mildew diseases.
Berlin – In September 2008 Bayer Health-Care and the University of Nagasaki, Japan, signed a licensing agreement on the use of novel substances for molecular imaging. Used as tracers in Positron Emission Tomography (pet), these compounds could make it possible to diagnose Alzheimer's disease at an early stage. Under the agreement, Bayer HealthCare will receive exclusive worldwide rights to
Molecular imaging: Bayer HealthCare researchers Dr. Ludger Dinkelborg (left) and Dr. Thomas Dyrks hope to discover new therapies with the aid of this technique.
develop and market a set of radiolabeled molecules.
According to representative epidemiological studies, about 24 million people worldwide currently suffer from dementia. This fi gure is likely to rise to around 80 million by 2040. Some 50 to 75 percent of these cases are related to Alzheimer's disease.
At present, a defi nitive diagnosis of this devastating illness can only be made by autopsy after death. The possibilities for reliable clinical diagnosis are complex and limited. There is a high medical need for a simple, non-invasive imaging technique to assist in either diagnosing Alzheimer's disease or ruling it out. A diagnostic tool of this kind would help physicians to select therapeutic options and would clearly benefi t patients and their families – particularly if it enables a diagnosis to be made when the disease is at a very early stage. It would also contribute to the development of new disease-modulating treatments.
Shanghai – Bayer MaterialScience (bms) has successfully started production at its new 350,000 tons per year diphenylmethane diisocyanate (mdi) complex at the Bayer Integrated Site Shanghai. The new plant is the largest mdi facility of its kind in the world. The company has also broken ground for a 250,000 tons per year toluene diisocyanate (tdi) plant in Shanghai which is due on stream in 2010.
mdi is a raw material used primarily for the production of rigid polyurethane foams, which have the best insulating properties of any material on the market. Two of their main applications are in the refrigeration chain and as thermal insulation in the construction industry. tdi is used in large quantities in the production of fl exible polyurethane foam for upholstered furniture, mattresses and car seats.
The facilities set new standards in terms of energy-effi cient and environmentally compatible production. The new tdi facility in Shanghai, for example, will feature the modern gas phase process. This enables
energy savings of up to 60 percent compared with a conventional plant of the same size. The new process technology also uses up to 80 percent less solvent and lowers the investment volume for this type of largescale facility by some 20 percent.
The oxygen depolarized cathode technology used to recycle chlorine at the Bayer Integrated Site Shanghai yields a 30 percent energy saving compared with the conventional process.
Groundbreaking: BMS Chairman Patrick Thomas (center) and other executives at the ceremony in Shanghai.
Bayer Stockholders' Newsletter 2008
Berlin – New hope for patients with agerelated macular degeneration (amd): vegf Trap-Eye can achieve durable improvements in visual acuity and in biologic measurement parameters of pathological blood vessel formation. This was the outcome of the fi nal evaluation of a Phase 2 study presented at the annual meeting of the Retina Society in Scottsdale, Arizona. Bayer HealthCare and u.s.-based Regeneron are developing vegf Trap-Eye together.
Age-related macular degeneration is the leading cause of blindness in people over the age of 65 in the western world. About 90 percent of late-onset blindness patients suffer from the wet form of amd, which develops when new, abnormal blood vessels grow beneath the retina and leak blood and fl uid – thereby damaging the macula, a small spot in the back of the eye that enables us to clearly
Pittsburgh – Bayer recently celebrated the 50th anniversary of its Pittsburgh site in the presence of Bayer ceo Werner Wenning, Pennsylvania Governor Ed Rendell, u.s. Congressman Tim Murphy and 2,000 employees and their families. In his address, Wenning emphasized the importance of the site: "50 years ago Bayer came to Pittsburgh, the city that has become our home. One could say that the company and the region have evolved together. I am convinced that this close partnership will continue to grow in the future." According to the Bayer ceo, the company has invested more than us\$ 12 billion in the past decade to support growth in North America. Said Wenning: "This has played an important part in safeguarding the future of our enterprise." This year the city of Pittsburgh too is celebrating a birthday – the 250th anniversary of its founding.
distinguish visual details. The two companies are jointly developing vegf Trap-Eye worldwide for the treatment of wet amd as well as diabetes-related and other eye diseases.
Focusing on vision: Dr. Georg Grötzbach (left) and Dr. Andreas Sachse of Bayer HealthCare are developing a treatment for wet AMD.
Leverkusen – Bayer shares have once again been included in major sustainability indices in 2008. The company's sustainability performance has again earned it a place in the Dow Jones Sustainability Index World, which means it has been included in this index every year since the index was established in 1999. However, Bayer is no longer part of the Dow Jones Sustainability Index stoxx in Europe, despite improving its performance compared with last year. Bayer has also been included in the ftse4Good indices, managed by a joint venture of the London Stock Exchange and the Financial Times, since this series of sustainability indices was established in 2001.
"We are delighted that the fi nancial market acknowledges our endeavors in the fi eld of environmentally and socially acceptable economic development," says Bayer AG Management Board member Dr. Wolfgang Plischke.
Tobacco for medicines: Dr. Stefan Herz homogenizes tobacco plant material.
Leverkusen / Owensboro – Bayer Innovation GmbH and Kentucky Bioprocessing, llc (kbp) have agreed to develop a facility for the production of biopharmaceuticals in Owensboro, Kentucky. Based on Bayer's magnicon® technology, plant-made pharmaceutical proteins (pmp) and other high-value products will be produced in tobacco plants on an industrial scale. Under the terms of the agreement, kbp will adapt its existing facility by installing an automated system
for high throughput transfection of tobacco host plants.
magnicon® technology enables rapid, high-yield production of proteins in tobacco plants. In June 2008 Bayer inaugurated a facility in Halle, Germany, for the production of a vaccine for the therapy of non-Hodgkin's lymphoma based on this technology.
Berlin – As a raw materials and systems partner to the rail industry, Bayer MaterialScience (bms) exhibited a wide range of rail transport applications for polyurethane systems and thermoplastics at InnoTrans, the international trade fair for transport technology, held in Berlin. A major focus was on developments in track construction involving polyurethane systems that BaySystems® has been working on in close cooperation with its partners. BaySystems® is the global umbrella brand of bms for its polyurethane systems business. One example of this collaboration is a track superstructure system that cuts noise pollution and maintenance costs. Here liquid Durfl ex®, a noise-reducing ballast system, is injected into the spaces between the ballast stones.
Railroad ties based on the glass fi ber reinforced integral skin foam Baydur® have been successfully used in Japan
for many years. On high-speed Shinkansen lines, the material offers far greater durability than timber along with correspondingly lower lifecycle costs. The noise produced by streetcars (trams) – the cause of numerous complaints from local residents, particularly in city centers – can also be effectively dampened using the bms material Büfafl ex®.
Reducing noise: The Bayfl ex®-based material Büfafl ex® makes rail vehicles quieter.
Bayer Stockholders' Newsletter 2008
News
Monitoring:
Bayer HealthCare employee Lise Balica in the production facility for YAZ® tablets.
Leverkusen – Using the contraceptive pill used to mean taking a tablet every day for 21 days, followed by a seven-day break. Since the beginning of September 2008, users in many European countries have been able to select a low-dose oral contraceptive from Bayer HealthCare featuring a globally unique dosing regimen. With yaz®, women can forego the customary seven-day break from the pill. Instead, they take active hormone tablets for 24 days and then hormone-free tablets for four days. Because of the extra three days of hormone tablets, users experience the benefi ts of the gestagen drospirenone – including reduced water retention – for longer. The shorter
time without hormone pills also has the effect of reducing hormonal fl uctuations. Bayer HealthCare also aims to gain marketing authorization for yaz® in Europe for the treatment of acne and pmdd (premenstrual dysphoric disorder). pmdd is associated with mood swings, irritability, anxiety, food cravings, breast tenderness, bloating and headache. yaz® is already approved to treat acne and pmdd in the United States.
New York – Bayer AG's Annual Report 2007 received gold, silver, bronze and honors twice each in the Annual Report Competition (arc) in New York. More than 2,100 entries from 28 countries were entered for the competition organized by MerComm, Inc., an independent organization that honors outstanding achievements in the fi eld of communications. In the Vision Awards organized by the League of American Communication Professionals, Bayer's Annual Report also earned second place among non-American pharmaceutical companies with sales in excess of us\$ 1 billion.
Aachen / Monheim – Outstanding technology management has played a major role in helping Bayer CropScience to bring an average of two to three new crop protection active ingredients to market in recent years. The Fraunhofer Institute for Production Technology (ipt) in Aachen, Germany, was also impressed with this performance, recently presenting Bayer CropScience with the "Successful Practice Award" for the European company with the best targeted and most effi cient technology management in its sector. The jury was particularly impressed by the level of interdepartmental collaboration at Bayer CropScience.
Among the winners: The Bayer Annual Report 2007
Leverkusen – Bayer HealthCare and Onyx Pharmaceuticals have launched a further Phase iii study with Nexavar® tablets in liver cancer. The randomized, doubleblind, placebo-controlled study is evaluating Nexavar® as an adjuvant therapy for
patients with hepatocellular carcinoma (hcc), or primary liver cancer, following the removal of all identifi able tumor tissue. The additional therapy is aimed at fi ghting cancer cells that may have spread in the body. The product is being jointly developed by Bayer HealthCare and Onyx Pharmaceuticals.
The new trial aims to build on earlier Phase iii data showing that Nexavar® signifi cantly improves overall survival in patients
with unresectable liver cancer. Based on the strength of these data, Nexavar® was approved to treat hcc in the u.s. and Europe in 2007. Malignant tumors of the liver are the third leading cause of cancerrelated deaths worldwide.
Working to combat liver cancer: Bayer HealthCare employee Rachid El-Kasmi monitors production of the drug Nexavar®.
Monheim – Bayer CropScience has reached a further milestone in the expansion of its successful product portfolio with the granting of the fi rst regulatory approval for its new corn herbicide thiencarbazone-methyl in Romania. The market launch of this innovative product under the brand name Adengo® is scheduled for 2009. Further registrations for products based on thiencarbazone-methyl are expected in major European corngrowing countries, along with the United States and Argentina, during 2009. After tembotrione and pyrasulfotole, this is the third new herbicidal active ingredient from Bayer CropScience's research and development pipeline that has been brought to market since 2007. Bayer CropScience puts the annual sales potential of the new corn herbicide at over €100 million.
Leverkusen – This year the Bayer Science & Education Foundation will provide more than €500,000 in funding to 42 schools in the communities near Bayer's German sites. The money will be used to fi nance projects aimed at improving science teaching. All the projects are designed to arouse interest in science and technology among schoolchildren, make learning more fun, support talented students from an early age and help them in choosing a career. Last year the foundation distributed approximately €400,000 in funding. An independent Foundation Council selected the programs that will receive funding. All support projects are sustainable, with the goal of introducing innovative teaching methods or implementing exemplary initiatives that supplement regular instruction and create worthwhile educational opportunities.
Bayer Stockholders' Newsletter 2008
| 2008 Annual Report | March 3, 2009 |
|---|---|
| Q1 2009 Interim Report | April 29, 2009 |
| Annual Stockholders' Meeting 2009 | May 12, 2009 |
| Payment of Dividend | May 13, 2009 |
| Q2 2009 Interim Report | July 29, 2009 |
| Q3 2009 Interim Report | October 27, 2009 |
Bayer AG, 51368 Leverkusen, Germany
Dr. Katrin Schneider, phone +49 214 30 48825, email: [email protected]
CURRENTA GmbH & Co. OHG, Language Service
Peter Dahlhoff, phone +49 214 30 33022, email: [email protected]
Michael Heinrich, phone +49 214 30 57546, email: [email protected]
Date of publication Oktober 29, 2008
Many business and financial terms are explained on the Bayer Investor Relations website at www.investor.bayer.com>Stock>Glossary
If you would like to receive the Bayer Stockholders' Newsletter in electronic rather than print form in future, please email the editor.
This Stockholders' Newsletter contains forward-looking statements based on current assumptions and forecasts made by Bayer Group or subgroup management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual assets, financial position, earnings, 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.
The names "Bayer Schering Pharma" or "Schering" as used in this publication always refer to Bayer Schering Pharma AG, Berlin, Germany, or its predecessor, Schering AG, Berlin, Germany, respectively.
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