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Bayer AG

Quarterly Report Apr 24, 2008

48_10-q_2008-04-24_37cb58f5-6bf6-4578-9f40-2631c091c15e.pdf

Quarterly Report

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Financial Report

as of March 31, 2008

Bayer: excellent start to 2008

R Bayer Group Key Data …………………………………………………………………………………………… 2 Interim Group Management Report as of March 31, 2008 R Overview of Sales, Earnings and Financial Position …………………………………………… 4 R Future Perspectives ………………………………………………………………………………………………… 6 R Performance by Subgroup and Segment ……………………………………………………………… 7 R Bayer HealthCare ……………………………………………………………………………………………… 8 R Bayer CropScience ………………………………………………………………………………………… 14 R Bayer MaterialScience …………………………………………………………………………………… 18 R Calculation of ebit(da) Before Special Items …………………………………………………… 21 R Liquidity and Capital Resources ………………………………………………………………………… 21 R Employees …………………………………………………………………………………………………………… 23 R Risk Report …………………………………………………………………………………………………………… 24 R Subsequent Events ……………………………………………………………………………………………… 25 R Investor Information ………………………………………………………………………………………… 26 Consolidated Interim Financial Statements as of March 31, 2008 R Bayer Group Statements of Income …………………………………………………………………… 28 R Bayer Group Balance Sheets ……………………………………………………………………………… 29 R Bayer Group Statements of Cash Flows ……………………………………………………………… 30 R Bayer Group Statements of Recognized Income and Expense ………………………… 31

R Notes to the Consolidated Interim Financial Statements as of March 31, 2008 ………………………………………………………………………………………… 32 R Key Data by Segment and Region ………………………………………………………………… 32 R Explanatory Notes …………………………………………………………………………………………… 34 R Financial Calendar ……………………………………………………………………………………………… 37 R Masthead ……………………………………………………………………………………………………………… 38 cover picture

Apart from the discovery of new active substances, the refi nement of established products capable of enhancing patients' quality of life is another major focus at Bayer HealthCare. One example is the multiple sclerosis (ms) drug Betaferon® / Betaseron®, which helps to reduce the frequency of ms episodes. Now a new study has found that early treatment can further delay the onset of disability. Our cover illustration shows Sandra Patkovic and Dr. Jürgen Heubach of Bayer HealthCare studying gene activity patterns from patients treated with Betaferon® / Betaseron®. The scientists' goal is to identify biomarkers of successful treatment with this drug.

Bayer Group Key Data

1st Quarter
2007
1st Quarter
2008
Change Full Year
2007
€ million € million % € million
Sales 8,335 8,536 + 2.4 32,385
Change in sales
Volume + 7.6% + 5.9% + 5.6%
Price – 0.1% + 1.0% + 0.5%
Currency – 4.6% – 4.8% – 3.6%
Portfolio + 19.8% + 0.3% + 9.3%
EBITDA1 1,774 2,055 + 15.8 5,866
Special items (216) (130) (911)
EBITDA before special items 1,990 2,185 + 9.8 6,777
EBITDA margin before special items 23.9% 25.6% 20.9%
EBIT 2 1,175 1,343 + 14.3 3,154
Special items (200) (154) (1,133)
EBIT before special items 1,375 1,497 + 8.9 4,287
EBIT margin before special items 16.5% 17.5% 13.2%
Non-operating result (218) (275) – 26.1 (920)
Net income 2,809 762 – 72.9 4,711
Earnings per share (€) 3 3.44 0.96 5.84
Core earnings per share (€) 4 1.26 1.44 3.80
Gross cash flow 5 1,411 1,651 + 17.0 4,784
Net cash flow 6 375 528 + 40.8 4,281
Cash outflows for capital expenditures 201 288 + 43.3 1,860
Research and development expenses 625 633 + 1.3 2,578
Depreciation and amortization 599 712 + 18.9 2,712
Number of employees at end of period 7 105,100 106,000 + 0.9 106,200
Personnel expenses 1,898 1,988 + 4.7 7,571

EBITDA = EBIT plus amortization of intangible assets and depreciation of property, plant and equipment. EBITDA, 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 a more 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 21.

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 34.

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 27.

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 noncash 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 21 ff.

Net cash flow = cash flow from operating activities according to IAS 7

Number of employees in full-time equivalents

Financial Report as of March 31, 2008

Group Management Report

Earning power further strengthened in the fi rst quarter

Bayer: excellent start to 2008

  • Sales up 2.4 percent to €8.5 billion •
  • ebitda before special items up 9.8 percent to €2.2 billion •
  • ebit before special items up 8.9 percent to €1.5 billion •
  • Net income €0.8 billion •
  • Full-year guidance for CropScience raised •
  • Positive Group forecast for 2008 confi rmed •

Overview of Sales, Earnings and Financial Position

First quarter of 2008

The Bayer Group posted excellent fi rst-quarter results, carrying over the previous year's positive trend into 2008. Sales increased by 2.4 percent to €8,536 million (q1 2007: €8,335 million). This corresponds to a 6.9 percent improvement when adjusted to refl ect currency and portfolio effects. The main contributions to this improvement came from CropScience (+14.8 percent) and HealthCare (+8.6 percent). MaterialScience held steady at the prior-year level (+0.6 percent).

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 2008
Q3 Q3
2007 1,190
6,603
7,793 2007 1,559
2008 2008
Q4 Q4
2007 1,125
6,915
8,040 2007 1,422
2008 2008

ebitda before special items rose by 9.8 percent in the fi rst quarter to €2,185 million (q1 2007: €1,990 million) despite adverse shifts in currency parities. HealthCare posted a 10.8 percent improvement to €1,050 million (q1 2007: €948 million), while underlying ebitda of CropScience climbed by 22.1 percent to €713 million (q1 2007: €584 million). Earnings of MaterialScience were fl at, with ebitda before special items coming in at €407 million (q1 2007: €409 million). Group ebitda amounted to €2,055 million, up 15.8 percent year on year.

ebit before special items advanced by 8.9 percent in the fi rst quarter of 2008 to €1,497 million (q1 2007: €1,375 million). Special charges totaled €154 million (q1 2007: €200 million), including €100 million (q1 2007: €139 million) related to the acquisition of Schering AG, Germany, and €54 million (q1 2007: €39 million) arising from the cost structure program at CropScience. ebit climbed by 14.3 percent to €1,343 million (q1 2007: €1,175 million).

After a non-operating result of minus €275 million (q1 2007: minus €218 million), income before income taxes came in at €1,068 million (q1 2007: €957 million). The non-operating result contained net interest expense of €189 million (q1 2007: €156 million). This increase was due mainly to the early redemption of a u.s. bond. After tax expense of €306 million (q1 2007: €301 million), income from continuing operations rose to €762 million (q1 2007: €656 million). Net income for the fi rst quarter of 2008, at €762 million, corresponded to the income from continuing operations. The net income of €2,809 million for the prior-year period included income of €2,154 million from discontinued operations, largely comprising the proceeds of the divestiture of our Diagnostics business. Earnings per share came to €0.96 (q1 2007: €3.44). Core earnings per share improved to €1.44 (q1 2007: €1.26). Details of how core earnings per share are calculated are given on page 27.

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 2008
Q3 Q3
2007 1,165 2007 1,623
2008 2008
Q4 Q4
2007 1,021 2007 1,467
2008 2008

Gross cash fl ow moved ahead by 17.0 percent year on year in the fi rst quarter of 2008, to €1,651 million (q1 2007: €1,411 million). Despite an increase in cash tied up in working capital, net cash fl ow rose by 40.8 percent to €528 million. Net debt was €12.1 billion as of March 31, 2008, compared with €12.2 billion on December 31, 2007. The Group's net pension obligations – the difference between pension provisions and plan assets – declined by €0.9 billion compared with the end of 2007, to €4.1 billion. The decrease was mainly due to higher long-term interest rates on the capital market.

Financial Report as of March 31, 2008

Group Management Report

Future Perspectives

Economic outlook

We expect global economic growth to slow in 2008 compared to the previous year, particularly as a result of the economic weakness in the United States. We anticipate that growth in the other industrialized countries and the emerging economies will remain relatively stable at a lower level. It remains diffi cult to predict the extent to which the u.s. subprime crisis and the turbulence on the international fi nancial markets will affect the global economy.

We continue to expect solid growth in our health care markets, especially for pharmaceuticals. This year our business with crop protection and seed products is likely to benefi t from high demand for food, energy and feed crops. We do not foresee any major impairments to growth in the markets relevant for our MaterialScience business, except in the United States.

Bayer Group sales and earnings forecast

The start to 2008 exceeded our expectations, strengthening our confi dence for the year as a whole. We continue to target about 5 percent currency-adjusted growth in Bayer Group sales, an increase in ebitda before special items and a further improvement in the underlying ebitda margin.

We confi rm our target margin for 2009 and continue to aim for an improvement in the Group's underlying ebitda margin to over 22 percent.

We remain confi dent about the performance of our HealthCare business, and are targeting a market or above-market rate of currency-adjusted sales growth in all divisions in 2008. Following the negative ruling in the United States regarding our Yasmin® patent (see page 24), we have made a minor adjustment to our HealthCare guidance. We now aim to improve our ebitda margin before special items toward 27 percent (previously: approximately 27 percent). There is no change to our target margin of approximately 28 percent for 2009.

Our CropScience business shared in the positive performance of the world's agricultural markets in the fi rst quarter of 2008. We now believe that we will exceed our forecast of 5 percent currency-adjusted sales growth. Our goal is to improve the ebitda margin before special items for the full year to about 24 percent (previously: more than 23 percent). We plan to further increase our profi tability by 2009 and continue to target an ebitda margin before special items of around 25 percent in a normal market environment.

Our MaterialScience business turned in a pleasingly robust performance in the fi rst quarter. Its development over the remainder of the year is diffi cult to forecast due to the considerable uncertainty regarding the business environment and the movement of raw material prices. Against this background, we expect second-quarter ebitda before special items at MaterialScience to be close to the level of the fi rst quarter. For the year as a whole, we continue to expect that we can achieve a good, value-creating earnings level, though without matching the 2007 fi gure.

Performance by Subgroup and Segment

Corporate structure

Our business activities are grouped into the HealthCare, CropScience and Material-Science subgroups. There was no change to the corporate structure of the Bayer Group in the fi rst quarter. 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).

Key Data by Subgroup and Segment

Sales EBIT before
special items*
EBITDA before
special items*
EBITDA margin
before special items*
€ million 1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
HealthCare 3,610 3,731 624 663 948 1,050 26.3 % 28.1 %
Pharmaceuticals 2,495 2,614 420 441 711 794 28.5 % 30.4 %
Consumer Health 1,115 1,117 204 222 237 256 21.3 % 22.9 %
CropScience 1,786 1,978 447 578 584 713 32.7 % 36.0 %
Crop Protection 1,434 1,622 343 493 461 607 32.1 % 37.4 %
Environmental
Science, BioScience 352 356 104 85 123 106 34.9 % 29.8 %
MaterialScience 2,608 2,512 291 281 409 407 15.7 % 16.2 %
Systems 1,869 1,839 253 281 329 368 17.6 % 20.0 %
Materials 739 673 38 0 80 39 10.8 % 5.8 %
Reconciliation 331 315 13 (25) 49 15 14.8 % 4.8 %
Continuing
operations
8,335 8,536 1,375 1,497 1,990 2,185 23.9 % 25.6 %

* for definition see Bayer Group Key Data on page 2, also page 21

Sales by Segment in Percent, 1st Quarter 2008 (Q1 2007 in parentheses)

Financial Report as of March 31, 2008

Group Management Report

Bayer HealthCare

Sales of the HealthCare subgroup rose by 3.4 percent in the fi rst quarter of 2008, to €3,731 million. Adjusted for currency and portfolio effects, business expanded by 8.6 percent. This increase was mainly attributable to the positive performance of the Pharmaceuticals segment. On a currency-adjusted basis, sales rose strongly in all regions, and by 5.2 percent in North America.

Bayer HealthCare increased fi rst-quarter ebitda before special items by 10.8 percent to €1,050 million (q1 2007: €948 million). Earnings growth was bolstered by the strong business performance and synergies from the integration of Schering AG, Germany. Negative currency effects were more than offset. ebit before special items also rose considerably from the prior-year period to €663 million (q1 2007: €624 million). Included here is some €60 million in additional amortization of intangible assets, which also takes into account the change in the patent situation regarding Yasmin®. The special items totaling minus €100 million resulted from charges in connection with the acquisition of Schering AG. ebit advanced by 16.1 percent to €563 million.

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.

Pharmaceuticals

In the Pharmaceuticals segment, sales increased by 4.8 percent in the fi rst quarter of 2008 to €2,614 million (q1 2007: €2,495 million). Adjusted for currency effects, business expanded by 9.9 percent. The principal growth drivers were Yasmin® / YAZ® / Yasminelle® and Nexavar®.

Sales of the Primary Care business unit rose slightly by 0.4 percent to €776 million (q1 2007: €773 million). On a currency-adjusted basis, this was equivalent to a 4.4 percent increase. Signifi cant sales gains for Aspirin Cardio® (currency-adjusted: +22.4 percent), Avalox® / Avelox® (currency-adjusted: +18.2 percent) and Glucobay® (currency-adjusted: +14.6 percent) more than offset the expected decline for Cipro® / Ciprobay® (currency-adjusted: -21.7 percent) in Europe and North America that resulted from generic competition.

The positive trend in the Women's Healthcare business unit – particularly in the United States – continued, with sales up 11.0 percent to €696 million (q1 2007: €627 million). Adjusted for currency changes, sales advanced by 17.4 percent. The strongest growth was recorded by the intra-uterine system Mirena®, sales of which climbed by 50.8 percent on a currency-adjusted basis. Business with the oral contraceptives of the Yasmin® / yaz® / Yasminelle® product group climbed by 33.3 percent when adjusted for currency effects. In early March 2008, a u.s. court declared our patent '531 for Yasmin® invalid. Bayer has appealed this ruling (see page 24 f).

Sales of the Diagnostic Imaging business unit fell by 2.9 percent to €298 million (q1 2007: €307 million), but rose by 2.9 percent on a currency-adjusted basis. Business with Ultravist® improved by 28.4 percent after adjusting for currency effects, the prior-year fi gure having been diminished by a temporary interruption in distribution of the 375 mgI/ml formulation of Ultravist®. Sales of Magnevist® dropped by a currencyadjusted 20.2 percent, partly because of a shift toward Gadovist®. The Medrad business expanded by 8.0 percent on a currency-adjusted basis. At the beginning of April 2008,

Bayer HealthCare 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 3,610 3,731 + 3.4
Pharmaceuticals 2,495 2,614 + 4.8
Consumer Health 1,115 1,117 + 0.2
Sales by Region
Europe 1,495 1,626 + 8.8
North America 1,145 1,045 – 8.7
Asia / Paci
fi c
466 526 + 12.9
Latin America /Africa / Middle East 504 534 + 6.0
1
EBITDA
783 970 + 23.9
Special items (165) (80)
2
EBITDA before special items
948 1,050 + 10.8
EBITDA margin before special items 26.3 % 28.1 %
1
EBIT
485 563 + 16.1
Special items (139) (100)
2
EBIT before special items
624 663 + 6.3
1
Gross cash flow
557 737 + 32.3
1
Net cash flow
383 577 + 50.7

for definition see Bayer Group Key Data on page 2 for definition see also page 21

Pharmaceuticals 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 2,495 2,614 + 4.8
Primary Care 773 776 + 0.4
Women's Healthcare 627 696 + 11.0
Diagnostic Imaging (including Medrad) 307 298 – 2.9
Specialized Therapeutics 303 327 + 7.9
Hematology / Cardiology 268 255 – 4.9
Oncology 159 202 + 27.0
Dermatology (Intendis) 58 60 + 3.4
Sales by Region
Europe 1,039 1,140 + 9.7
North America 754 707 – 6.2
Asia / Paci
fi c
379 429 + 13.2
Latin America /Africa / Middle East 323 338 + 4.6
1
EBITDA
546 714 + 30.8
Special items (165) (80)
2
EBITDA before special items
711 794 + 11.7
EBITDA margin before special items 28.5 % 30.4 %
1
EBIT
281 341 + 21.4
Special items (139) (100)
2
EBIT before special items
420 441 + 5.0
1
Gross cash flow
390 544 + 39.5
1
Net cash flow
279 415 + 48.7

for definition see Bayer Group Key Data on page 2

2 for definition see also page 21

R Table of contents

10

Financial Report as of March 31, 2008

Group Management Report

Bayer HealthCare subsidiary Medrad, Inc. completed its tender offer for u.s.-based Possis Medical, Inc., a supplier of mechanical thrombectomy systems to treat constricted or blocked arteries and veins. Our interest in this company as of March 31, 2008 amounted to 91.8 percent.

The Specialized Therapeutics business unit saw sales rise by 7.9 percent to €327 million (q1 2007: €303 million). Adjusted for changes in currency parities, business expanded by 12.6 percent. Sales of Betaferon® / Betaseron®, our product to treat multiple sclerosis, continued to grow strongly, increasing by 18.3 percent on a currency-adjusted basis. Business with Betaferon® / Betaseron® in the United States, Russia and Germany was particularly gratifying.

In the Hematology / Cardiology business unit, sales declined by 4.9 percent to €255 million (q1 2007: €268 million). On a currency-adjusted basis, sales edged down 0.6 percent. The main reason for this was the temporary, worldwide suspension of marketing in November 2007 for Trasylol®, the product to control loss of blood during coronary bypass operations. Business with Kogenate® increased by a currency-adjusted 21.5 percent from the previous year's low level.

Sales of the Oncology business unit expanded by 27.0 percent to €202 million, with the currency-adjusted increase amounting to 34.7 percent. Growth was mainly attributable to our cancer drug Nexavar®, which posted a currency-adjusted 129.9 percent increase. During 2007 we received marketing authorization for Nexavar® in various countries to treat renal cell carcinoma and hepatocellular carcinoma. In January 2008, Nexavar® was approved in Japan for the treatment of advanced renal cell carcinoma, the most common form of kidney cancer. Also in January 2008, the Japanese health authority mhlw granted Priority Review Status to the registration application for Nexavar® to treat liver cancer.

Sales of the Dermatology (Intendis) business unit improved by 3.4 percent to €60 million (q1 2007: €58 million). This corresponds to a currency-adjusted increase of 6.2 percent.

ebitda before special items in the Pharmaceuticals segment improved to €794 million in the fi rst quarter of 2008 (q1 2007: €711 million). This increase was mainly due to the gratifying business performance and to synergies already realized. ebit before special items came in at €441 million, up €21 million or 5.0 percent from the prior-year period. Earnings were diminished by special charges of €100 million from the acquisition of Schering. ebit rose by 21.4 percent to €341 million (q1 2007: €281 million).

Best-Selling Pharmaceutical Products 1st Quarter
2007
1st Quarter
2008
Change Currency
adjusted
change
€ million € million % %
® / YAZ
® / Yasminelle® (Women's Healthcare)
Yasmin
240 297 + 23.8 + 33.3
® / Betaseron
® (Specialized Therapeutics)
Betaferon
244 274 + 12.3 + 18.3
® (Hematology / Cardiology)
Kogenate
201 233 + 15.9 + 21.5
® (Primary Care)
Adalat
145 150 + 3.4 + 6.0
® / Avelox
® (Primary Care)
Avalox
128 143 + 11.7 + 18.2
® (Women's Healthcare)
Mirena
81 112 + 38.3 + 50.8
® (Oncology)
Nexavar
47 101 + 114.9 + 129.9
® (Primary Care)
Levitra
84 82 – 2.4 + 4.0
® / Ciprobay
® (Primary Care)
Cipro
108 81 – 25.0 – 21.7
® (Primary Care)
Glucobay
72 80 + 11.1 + 14.6
® (Diagnostic Imaging)
Ultravist
55 68 + 23.6 + 28.4
® (Primary Care)
Aspirin Cardio
54 64 + 18.5 + 22.4
® (Diagnostic Imaging)
Magnevist
80 60 – 25.0 – 20.2
® (Diagnostic Imaging)
Iopamiron
47 43 – 8.5 – 7.8
® (Women's Healthcare)
Diane
45 41 – 8.9 – 7.5
Total 1,631 1,829 + 12.1 + 18.2
Proportion of Pharmaceuticals sales 65 % 70 %

Financial Report as of March 31, 2008

Group Management Report

Consumer Health

Sales in the Consumer Health segment edged up 0.2 percent to €1,117 million in the fi rst quarter of 2008 (q1 2007: €1,115 million). After adjusting for currency and portfolio changes, the increase came to 5.4 percent.

In the Consumer Care Division, sales remained practically level with the prior-year period, at €655 million (-0.6 percent). Adjusted for currency and portfolio effects, business was up by 3.9 percent. The strongest growth was achieved by Bepanthen® / Bepanthol® (currency-adjusted: +27.8 percent), Canesten® (currency-adjusted: +14.9 percent) and Supradyn® (currency-adjusted: +10.7 percent). Sales of Aleve®, however, were down by 21.7 percent on a currency-adjusted basis. Here it should be kept in mind that the prioryear sales performance was positively impacted by the launch of Aleve® Liquid Gels in the United States. Bayer HealthCare has reached an agreement to acquire the over-the-counter (otc) medicines business of u.s.-based Sagmel, Inc. Sagmel operates this business in the Commonwealth of Independent States (cis), where it occupies a leading position. With this acquisition, Bayer aims to strengthen its Consumer Care business in eastern Europe, one of the world's fastest-growing otc markets. Closing of the transaction is expected for the second half of this year.

The Diabetes Care Division had sales of €227 million (+0.4 percent). Adjusted for shifts in exchange rates, business expanded by 6.6 percent. This performance was attributable largely to the successful marketing of the Contour® blood glucose monitoring systems (currency-adjusted: +27.7 percent), which are replacing our Elite® systems (currency-adjusted: -26.3 percent). Sales of Breeze® dropped by 17.1 percent on a currencyadjusted basis, the high sales level in the prior-year period having been due to the market introduction of "Breeze® 2" in North America.

Sales of the Animal Health Division grew by 2.2 percent to €235 million (q1 2007: €230 million), and by 8.5 percent when adjusted for the effects of currency translation. The principal growth driver was the Advantage® product line (currency-adjusted: +10.3 percent).

ebitda of the Consumer Health segment in the fi rst quarter of 2008 improved by 8.0 percent to €256 million (q1 2007: €237 million). ebit rose by €18 million, or 8.8 percent, to €222 million.

Consumer Health 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 1,115 1,117 + 0.2
Consumer Care 659 655 – 0.6
Diabetes Care 226 227 + 0.4
Animal Health 230 235 + 2.2
Sales by Region
Europe 456 486 + 6.6
North America 391 338 – 13.6
Asia / Pacifi c 87 97 + 11.5
Latin America /Africa / Middle East 181 196 + 8.3
EBITDA1 237 256 + 8.0
Special items 0 0
EBITDA before special items 2 237 256 + 8.0
EBITDA margin before special items 21.3 % 22.9 %
EBIT1 204 222 + 8.8
Special items 0 0
EBIT before special items 2 204 222 + 8.8
Gross cash flow 1 167 193 + 15.6
Net cash flow 1 104 162 + 55.8

for definition see Bayer Group Key Data on page 2

for definition see also page 21

Best-Selling Consumer Health Products 1st Quarter
2007
1st Quarter
2008
Change Currency
adjusted
change
€ million € million % %
Contour® 1
(Diabetes Care)
106 128 + 20.8 + 27.7
Aspirin® 2
(Consumer Care)
113 114 + 0.9 + 7.2
Advantage® product line (Animal Health) 75 77 + 2.7 + 10.3
Aleve® / naproxen (Consumer Care) 69 48 – 30.4 – 21.7
Canesten® (Consumer Care) 43 47 + 9.3 + 14.9
Bepanthen® / Bepanthol® (Consumer Care) 36 46 + 27.8 + 27.8
Baytril® (Animal Health) 40 38 – 5.0 + 2.0
Supradyn® (Consumer Care) 33 35 + 6.1 + 10.7
Breeze® 1
(Diabetes Care)
43 34 – 20.9 – 17.1
Elite® 1
(Diabetes Care)
44 32 – 27.3 – 26.3
Total 602 599 – 0.5 + 5.3
Proportion of Consumer Health sales 54 % 54 %

previously included with the Ascensia® product family

total Aspirin® sales = €178 million (Q1 2007: €167 million), including Aspirin Cardio®, which is reflected in sales

of the Pharmaceuticals segment

Financial Report as of March 31, 2008

Group Management Report

Bayer CropScience

Bayer CropScience raised sales by 10.8 percent in the fi rst quarter of 2008 to €1,978 million (q1 2007: €1,786 million). Adjusted for currency and portfolio changes, sales advanced by 14.8 percent. Substantially higher volumes and selling price increases contributed to growth. High prices for major agricultural crops due to low inventories worldwide, combined with stronger demand for plants as an alternative energy source, prompted farmers to increase their expenditures for high-quality seed and innovative crop protection products.

ebitda before special items came in at €713 million, up 22.1 percent from €584 million in the prior-year period. This signifi cant earnings improvement was due particularly to the growth in business, selling price increases and cost savings, which more than offset the negative currency effects. ebit before special items rose by 29.3 percent to €578 million (q1 2007: €447 million). Earnings were diminished by €54 million in special charges for the cost structure program we initiated in 2006. After special items, ebit moved ahead 28.4 percent to €524 million (q1 2007: €408 million).

Crop Protection

Sales of the Crop Protection segment for the fi rst quarter of 2008 rose by 13.1 percent, from €1,434 million in the prior-year period to €1,622 million. The currency-adjusted increase was 17.8 percent. Sales of all business units rose signifi cantly in a positive market environment.

Growth was driven mainly by our young products based on active ingredients that have been introduced to core markets since 2000. Sales of these products climbed by some 40 percent to more than €600 million.

In the Europe region, sales advanced by 21.7 percent to €880 million (q1 2007: €723 million), or by 22.7 percent on a currency-adjusted basis. The suspension of mandatory fallowing practices in the European Union led to an increase in planted acreages, particularly for cereals. In France, we registered a sales shift from the fourth quarter of 2007 to the beginning of 2008 due to a change in the French taxation system for crop protection products. Overall, the positive market environment benefi ted all our business units, and especially sales of the herbicides Atlantis®, Hussar® and MaisTer®, the fungicides Fandango®, Proline® and Flint®, and the insecticide Biscaya®.

Our crop protection business in North America expanded by 1.4 percent to €296 million. Adjusted for currency effects, the increase came to 10.6 percent. Sales of our soybean fungicides, in particular, made considerable gains against the background of an anticipated increase in planted acreages, more than offsetting a slight decline in the insecticides business. Sales of our cereal herbicides recorded a gratifying increase, due partly to the successful market introduction of our products HuskieTM and Infi nityTM based on the innovative active ingredient pyrasulfotole.

Sales in the Asia-Pacifi c region came in at €185 million, down 2.1 percent from the prioryear fi gure of €189 million, but up 2.8 percent on a currency-adjusted basis. Our business in India, Southeast Asia and China posted strong increases, particularly for insecticides, while herbicide sales declined as a result of the receding rice market, especially in Japan. Business in Australia improved slightly following rainfall over large areas of the country at the beginning of the year.

Bayer CropScience 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 1,786 1,978 + 10.8
Crop Protection 1,434 1,622 + 13.1
Environmental Science, BioScience 352 356 + 1.1
Sales by Region
Europe 862 1,022 + 18.6
North America 447 456 + 2.0
Asia / Pacifi c 219 211 – 3.7
Latin America /Africa / Middle East 258 289 + 12.0
EBITDA1 548 663 + 21.0
Special items (36) (50)
EBITDA before special items 2 584 713 + 22.1
EBITDA margin before special items 32.7 % 36.0 %
EBIT1 408 524 + 28.4
Special items (39) (54)
EBIT before special items2 447 578 + 29.3
Gross cash flow 1 369 489 + 32.5
Net cash flow 1 (238) (312) – 31.1

for definition see Bayer Group Key Data on page 2

2 for definition see also page 21

Best-Selling Bayer CropScience Products* 1st Quarter
2007
1st Quarter
2008
Change Currency
adjusted
change
€ million € million % %
Confi dor® / Gaucho® / Admire® / Merit®
(Insecticides / Seed Treatment / Environmental Science) 163 157 – 3.7 + 2.5
Atlantis® (Herbicides) 76 124 + 63.2 + 68.6
Flint® / Stratego® / Sphere® (Fungicides) 60 91 + 51.7 + 63.1
Basta®/ Liberty® (Herbicides) 72 81 + 12.5 + 14.9
® (Fungicides)
Prolinee
72 81 + 12.5 + 13.9
Folicur® / Raxil® (Fungicides / Seed Treatment) 77 75 – 2.6 – 0.2
Poncho® (Seed Treatment) 59 72 + 22.0 + 33.1
Puma® (Herbicides) 69 66 – 4.3 – 1.8
Hussar® (Herbicides) 47 60 + 27.7 + 28.4
Decis® / K-Othrine® (Insecticides / Environmental Science) 45 46 + 2.2 + 7.5
Total 740 853 + 15.3 + 20.2
Proportion of Bayer CropScience sales 41 % 43 %

* Figures are based on active ingredient class. For the sake of clarity, only the principal brands and business units are listed.

Financial Report as of March 31, 2008

Group Management Report

Sales in Latin America /Africa / Middle East rose by 13.5 percent to €261 million (q1 2007: €230 million). Adjusted for currency effects, the increase was 24.1 percent. While sales in Africa and the Middle East moved slightly lower, business in Latin America registered very pleasing growth in a market environment that was considerably more favorable than in the previous year. Sales gained strongly in Brazil and Argentina, particularly those of insecticides and seed treatment products.

ebitda before special items climbed by 31.7 percent in the fi rst quarter of 2008, to €607 million. This earnings improvement resulted mainly from increased volume sales, slight selling price increases, and higher margin contributions by our new products, as well as from the savings achieved through the cost structure program initiated in 2006. These factors combined to more than offset negative currency effects. ebit before special items also improved signifi cantly, advancing by 43.7 percent to €493 million (q1 2007: €343 million). Special charges for our cost structure program came to €47 million. ebit rose by €142 million to €446 million (q1 2007: €304 million).

Environmental Science, BioScience

Sales in the Environmental Science, BioScience segment rose by 1.1 percent in the fi rst quarter of 2008, to €356 million (q1 2007: €352 million). After adjusting for currency and portfolio effects, sales improved by 2.3 percent.

Sales of Environmental Science fell by 12.2 percent to €165 million. The currencyadjusted decrease came to 8.3 percent. Business shrank in North America, chiefl y as a result of adverse weather patterns and heightened generic competition. Sales growth in Europe only partially offset this decline.

Sales of BioScience grew by 16.5 percent to €191 million. Adjusted for currency and portfolio effects, business expanded by 14.4 percent. The portfolio effects resulted from the acquisition of the u.s. cotton seed producer Stoneville and from businesses acquired in the area of vegetable seeds. The expansion resulted mainly from the success of the InVigor® hybrid canola seed business in North America and a further increase in global sales of vegetable seeds.

ebitda before special items in the Environmental Science, BioScience segment came in at €106 million, down €17 million compared with the same period in 2007. To reinforce the innovative capability and future growth of our seed business, we have increased research and development spending in BioScience. Earnings also were impacted by the decline in the Environmental Science business in North America. ebit before special items receded by 18.3 percent to €85 million. Special charges in connection with our restructuring program amounted to €7 million. After special items, ebit came in at €78 million (q1 2007: €104 million).

Crop Protection 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 1,434 1,622 + 13.1
Herbicides 568 664 + 16.9
Fungicides 384 448 + 16.7
Insecticides 311 322 + 3.5
Seed Treatment 171 188 + 9.9
Sales by Region
Europe 723 880 + 21.7
North America 292 296 + 1.4
Asia / Paci
fi c
189 185 – 2.1
Latin America /Africa / Middle East 230 261 + 13.5
1
EBITDA
425 564 + 32.7
Special items (36) (43)
2
EBITDA before special items
461 607 + 31.7
EBITDA margin before special items 32.1 % 37.4 %
1
EBIT
304 446 + 46.7
Special items (39) (47)
2
EBIT before special items
343 493 + 43.7
1
Gross cash flow
282 416 + 47.5
1
Net cash flow
(113) (266) – 135.4

1 for definition see Bayer Group Key Data on page 2

for definition see also page 21

Environmental Science, BioScience 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 352 356 + 1.1
Environmental Science 188 165 – 12.2
BioScience 164 191 + 16.5
Sales by Region
Europe 139 142 + 2.2
North America 155 160 + 3.2
Asia / Paci
fi c
30 26 – 13.3
Latin America /Africa / Middle East 28 28 0.0
1
EBITDA
123 99 – 19.5
Special items 0 (7)
2
EBITDA before special items
123 106 – 13.8
EBITDA margin before special items 34.9 % 29.8 %
1
EBIT
104 78 – 25.0
Special items 0 (7)
2
EBIT before special items
104 85 – 18.3
1
Gross cash flow
87 73 – 16.1
1
Net cash flow
(125) (46) + 63.2

for definition see Bayer Group Key Data on page 2

for definition see also page 21

Financial Report as of March 31, 2008

Group Management Report

Bayer MaterialScience

MaterialScience posted fi rst-quarter sales of €2,512 million, down 3.7 percent compared to the same period of 2007. When adjusted for portfolio and currency effects, sales edged up by 0.6 percent, thanks to higher selling prices that were only partly offset by a slight decline in volumes due to lower sales of raw materials, particularly styrene. If raw material sales are disregarded, volumes rose slightly.

Regional trends varied. While sales in North America receded by about 6 percent on a currency-adjusted basis due to the slowdown in the u.s. economy, business in Asia-Pacifi c and Latin America /Africa / Middle East improved strongly. Adjusted for the lower raw material sales, business in Europe held steady year on year.

First-quarter ebitda before special items came to €407 million, virtually matching the previous year's level of €409 million. A signifi cant earnings decline in Materials was compensated by a gratifying improvement in underlying ebitda in Systems. For the subgroup as a whole, the selling price increases implemented and the fi rst earnings contributions from the restructuring program launched at the end of last year offset the higher costs for raw materials and energies. ebit before special items fell by 3.4 percent to €281 million. There were no special items in the quarter.

Systems

Sales in the Systems segment slipped 1.6 percent to €1,839 million (q1 2007: €1,869 million), due mainly to the weak u.s. dollar. Adjusted for currency and portfolio changes, sales grew by 1.6 percent, thanks to selling price increases. By contrast, volumes were down slightly year on year as a result of much lower raw material sales. Sales performance varied by region, with business down in North America but substantially improved in Asia-Pacifi c and Latin America /Africa / Middle East. Disregarding raw material sales, sales in Europe showed a slight increase.

The Polyurethanes business unit had sales of €1,259 million, down 5.5 percent from the prior-year period. Even after adjusting for currency and portfolio effects, sales did not quite reach the prior-year level, declining by 1.2 percent.

Our Coatings, Adhesives, Specialties business unit improved sales by 7.6 percent to €423 million, or by 7.3 percent on a currency- and portfolio-adjusted basis.

Inorganic Basic Chemicals boosted sales by 10.4 percent (currency-adjusted: +13.6 percent) to €117 million, due primarily to higher volumes.

ebitda before special items came in at €368 million, up 11.9 percent year on year. This earnings improvement was chiefl y attributable to selling price increases that more than offset the higher costs for raw materials and energies. ebit before special items advanced by 11.1 percent to €281 million.

Bayer MaterialScience 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 2,608 2,512 – 3.7
Systems 1,869 1,839 – 1.6
Materials 739 673 – 8.9
Sales by Region
Europe 1,185 1,135 – 4.2
North America 631 521 – 17.4
Asia / Paci
fi c
506 529 + 4.5
Latin America /Africa / Middle East 286 327 + 14.3
1
EBITDA
409 407 – 0.5
Special items 0 0
2
EBITDA before special items
409 407 – 0.5
EBITDA margin before special items 15.7 % 16.2 %
1
EBIT
285 281 – 1.4
Special items (6) 0
2
EBIT before special items
291 281 – 3.4
1
Gross cash flow
304 310 + 2.0
1
Net cash flow
37 146

1 for definition see Bayer Group Key Data on page 2

for definition see also page 21

Systems 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 1,869 1,839 – 1.6
Polyurethanes 1,332 1,259 – 5.5
Coatings, Adhesives, Specialties 393 423 + 7.6
Inorganic Basic Chemicals 106 117 + 10.4
Other 38 40 + 5.3
Sales by Region
Europe 902 863 – 4.3
North America 482 401 – 16.8
Asia / Paci
fi c
266 316 + 18.8
Latin America /Africa / Middle East 219 259 + 18.3
1
EBITDA
329 368 + 11.9
Special items 0 0
2
EBITDA before special items
329 368 + 11.9
EBITDA margin before special items 17.6 % 20.0 %
1
EBIT
247 281 + 13.8
Special items (6) 0
2
EBIT before special items
253 281 + 11.1
1
Gross cash flow
235 273 + 16.2
1
Net cash flow
62 63 + 1.6

for definition see Bayer Group Key Data on page 2

2 for definition see also page 21

Financial Report as of March 31, 2008

Group Management Report

Materials

In the Materials segment, sales fell by 8.9 percent to €673 million (q1 2007: €739 million). On a portfolio- and currency-adjusted basis, business shrank by 2.1 percent from the prior-year period. The main reason for the lower sales was a decline in volumes, while selling prices were steady. Adjusted sales were down in the Europe, North America and Asia-Pacifi c regions, but rose in Latin America /Africa / Middle East.

In an expectedly diffi cult market environment, sales of our Polycarbonates business unit fell by 10.7 percent to €610 million (currency- and portfolio-adjusted: -2.4 percent).

Sales of our Thermoplastic Polyurethanes business unit moved ahead 12.5 percent to €63 million (currency- and portfolio-adjusted: +2.6 percent).

ebitda before special items of the Materials segment dropped by 51.3 percent to €39 million. This decline in earnings resulted from lower volumes and higher costs for raw materials and energies, which were not offset by selling price increases. ebit before special items moved back to €0 million (q1 2007: €38 million).

Materials 1st Quarter
2007
1st Quarter
2008
Change
€ million € million %
Sales 739 673 – 8.9
Polycarbonates 683 610 – 10.7
Thermoplastic Polyurethanes 56 63 + 12.5
Sales by Region
Europe 283 272 – 3.9
North America 149 120 – 19.5
Asia / Pacifi c 240 213 – 11.3
Latin America /Africa / Middle East 67 68 + 1.5
EBITDA1 80 39 – 51.3
Special items 0 0
EBITDA before special items 2 80 39 – 51.3
EBITDA margin before special items 10.8 % 5.8 %
EBIT1 38 0
Special items 0 0
EBIT before special items 2 38 0
Gross cash flow 1 69 37 – 46.4
Net cash flow 1 (25) 83

1 for definition see Bayer Group Key Data on page 2 for definition see also page 21

Calculation of EBIT(DA) Before Special Items

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
1st Quarter
2007
EBIT
1st Quarter
2008
EBITDA
1st Quarter
2007
EBITDA
1st Quarter
2008
€ million
After special items 1,175 1,343 1,774 2,055
HealthCare 139 100 165 80
Schering PPA effects* 20 51 64 51
Schering integration costs 119 49 101 29
CropScience 39 54 36 50
Restructuring 39 54 36 50
MaterialScience 6 0 0 0
Restructuring 6 0 0 0
Reconciliation 16 0 15 0
Restructuring 16 0 15 0
Total special items 200 154 216 130
Before special items 1,375 1,497 1,990 2,185

* 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 refl ected 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 fi rst quarter.

Liquidity and Capital Resources

Operating cash flow

Gross cash fl ow in the fi rst quarter of 2008 rose by 17.0 percent, from €1,411 million in the prior-year period to €1,651 million, as a result of the strong business performance. Net cash fl ow improved by €153 million to €528 million (q1 2007: €375 million) despite an increase in cash tied up in working capital.

Bayer Group Summary Cash Flow Statements 1st Quarter
2007
1st Quarter
2008
€ million
Gross cash flow* 1,411 1,651
Changes in working capital / other non-cash items (1,036) (1,123)
Net cash provided by (used in) operating activities (net cash flow),
continuing operations
375 528
Net cash provided by (used in) operating activities (net cash fl ow),
discontinued operations
38 0
Net cash provided by (used in) operating activities (net cash flow) (total) 413 528
Net cash provided by (used in) investing activities (net cash flow) (total) 4,589 (464)
Net cash provided by (used in) financing activities (net cash flow) (total) (1,764) 131
Change in cash and cash equivalents due to business activities (total) 3,238 195
Cash and cash equivalents at beginning of period 2,915 2,531
Change due to exchange rate movements and to changes in scope of consolidation (10) (9)
Cash and cash equivalents at end of period 6,143 2,717

* for definition see Bayer Group Key Data on page 2

Financial Report as of March 31, 2008

Group Management Report

Investing cash flow

In the fi rst three months of 2008, there was a net cash outfl ow of €464 million for investing activities (q1 2007: €4,589 million infl ow). This amount mainly comprised €203 million – net of acquired cash – in payments relating to the purchase of 91.8 percent of the shares of Possis Medical, Inc. along with tax payments of €40 million in connection with the divestiture of the diagnostics business. The prior-year fi gure consisted primarily of the net proceeds totaling €4.7 billion from the divestitures of the diagnostics business and H.C. Starck.

Cash outfl ows for property, plant and equipment in the fi rst quarter of 2008 came to €239 million (q1 2007: €193 million) and those for intangible assets to €49 million (q1 2007: €8 million), giving a total of €288 million (q1 2007: €201 million). This fi gure included the expenditures for the expansion of our polymers production facilities in Caojing, near Shanghai, China.

Financing cash flow

Net cash infl ow for fi nancing activities in the fi rst quarter of 2008 amounted to €131 million (q1 2007: €1,764 million outfl ow). Payments to minority stockholders of consolidated companies amounted to €9 million (q1 2007: €9 million).

Liquid assets and net debt

As of March 31, 2008 the Bayer Group held cash and cash equivalents of €2,717 million, including €750 million deposited in escrow accounts. This amount is 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. Pursuant to a resolution of the Extraordinary Stockholders' Meeting of Bayer Schering Pharma AG on January 17, 2007, the shares of that company that are still held by minority stockholders will be transferred to the main stockholder, Bayer Schering GmbH, a wholly owned subsidiary of Bayer AG, in return for cash compensation of €98.98 per share. Dissenting stockholders are seeking to have the stockholder resolution set aside or to have it declared null and void. As of March 31, 2008, we held a 96.3 percent interest in Bayer Schering Pharma AG. In view of the restriction on its use, the liquidity held in escrow accounts was not deducted when calculating net debt.

Dec. 31, 2007 March 31, 2008
12,911 12,648
2,285 2,288
1,237 1,237
1,287 1,757
(230) (301)
13,968 14,104
(1,776) (1,967)
(8) (35)
12,184 12,102
- -
12,184 12,102

* In view of the restriction on its use, the €750 million liquidity in escrow accounts in the first quarter 2008 (Dec. 31, 2007: €755 million) was not deducted when calculating net debt. March 31, 2008: €1,967 million = €2,717 million - €750 million (Dec. 31, 2007: €1,776 million = €2,531 million - €755 million).

In the fi rst quarter we reduced net debt (total) by €0.1 billion to €12.1 billion. As of March 31, 2008 we had noncurrent fi nancial liabilities of €12.6 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 has only a limited effect on the Group's rating-specifi c debt indicators, while the mandatory convertible bond has no effect.

Standard & Poor's has given Bayer a long-term issuer rating of bbb+ with positive outlook, while Moody's has assigned the company an a3 rating with negative outlook. The short-term ratings are a-2 (Standard & Poor's) and p-2 (Moody's). These investmentgrade ratings document good creditworthiness.

Net pension liability

The net pension liability fell in the fi rst quarter from €5.0 billion to €4.1 billion, mainly due to the increase in capital market interest rates. Provisions for pensions and other post-employment benefi ts declined from €5.5 billion to €5.0 billion. At the same time prepaid benefi t assets, refl ected in the balance sheet as other receivables, rose from €0.5 billion to €0.9 billion.

Net pension liability Dec. 31, 2007 March 31, 2008
€ million
Provisions for pensions and other post-employment benefi ts 5,501 4,970
Prepaid benefi t assets (533) (882)
Net pension liability 4,968 4,088

Employees

The number of employees has been converted to full-time equivalents, which means parttime employees are included in proportion to their contractual working hours.

On March 31, 2008, the Bayer Group had 106,000 employees, 200 less than on December 31, 2007. We employed 17,000 people in North America, including for the fi rst time the employees in the United States transferred to Bayer in connection with the acquisition of Possis Medical, Inc. Bayer had 19,200 employees in the Asia-Pacifi c region and 14,500 in Latin America /Africa / Middle East. The number of employees in Europe was 55,300. This includes 37,900 people in Germany, which thus accounts for 35.8 percent of the Group's total workforce. Personnel expenses in the fi rst quarter of 2008 amounted to €1,988 million (q1 2007: €1,898 million).

Financial Report as of March 31, 2008

Group Management Report

Risk Report

As a global enterprise with a diverse business portfolio, the Bayer Group is exposed to numerous risks. We therefore have an appropriate risk management system in place. Apart from fi nancial risks there are also business-specifi 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. The outcome of any current or future proceedings cannot be predicted with certainty. It is therefore possible that legal or regulatory judgments or settlements could give rise to expenses that are not covered, or not fully covered, by insurers' compensation payments and could signifi cantly affect our revenues and earnings.

Information on the Bayer Group's risk situation is provided in the Bayer Annual Report 2007 on pages 80 - 88 and 188 - 193. The Bayer Annual Report 2007 can be downloaded free of charge at www.bayer.com. The following signifi cant changes have occurred in respect of the legal risks since publication of the Bayer Annual Report 2007:

Antitrust proceedings in connection with polymers

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.

Proceedings involving contraceptives and other hormonal products

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 has appealed this ruling.

In March 2008 Bayer HealthCare Pharmaceuticals Inc. and Bayer Schering Pharma AG 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. seek approval to market a generic version of Bayer Schering Pharma's oral contraceptive Yasmin® in the United States. Bayer 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®.

yaz®: On page 191 of the Bayer Annual Report 2007, we reported that, in January 2007, Barr Laboratories Inc. fi led an anda iv application 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 received also notice from Watson Laboratories Inc. that it has fi led an anda iv application with the u.s. fda seeking approval of a generic version of yaz®. Both applications claim that Bayer Schering Pharma's patents are invalid and/ or that the respective generic product does not infringe them. Bayer has fi led a patent infringement suit against Watson claiming, inter alia, that Bayer's '531 patent has been infringed. Bayer's '531 patent is also at issue in the patent infringement suit against Barr, mentioned in the previous paragraph, relating to the Yasmin® oral contraceptive.

24

Bayer is currently evaluating the impact of the court's decision regarding Yasmin® on yaz®. However, regardless of the outcome of the court decision invalidating the company's '531 patent with regard to Yasmin®, Bayer retains marketing 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 until after March 16, 2009.

The Yasmin® and yaz® oral contraceptive products are very important to the business. Bayer is deeply committed to maintaining its leadership in oral contraception and intends to continue to vigorously defend its position.

Further patent disputes

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 judgement 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. On the second patent, the court found that Bayer did not literally infringe Abbott's patent, but left for trial the question of whether Bayer infringed that patent under the so-called doctrine of equivalents. A jury trial on this second patent is scheduled to begin in May 2008. Bayer believes it has meritorious defenses in this matter and intends to defend itself vigorously.

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.

At present, no potential risks have been identifi ed that either individually or in combination could endanger the continued existence of the Bayer Group.

Subsequent Events

Since March 31, 2008, no events 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.

25

Financial Report as of March 31, 2008

Financial Report as of March 31, 2008

26 Investor Information

Bayer stock could not escape the turbulence on the international stock markets in the fi rst quarter, closing on March 31, 2008, at €50.76, down 18.8 percent from the closing price on December 31, 2007.

The dax lost 19.0 percent in the same period, closing at 6,535 points on March 31. The European reference index Euro Stoxx 50 also fell by 17.4 percent from the beginning of the year, fi nishing the quarter at 5,362 points.

Bayer Stock Key Data 1st Quarter
2007
1st Quarter
2008
Full Year
2007
High for the period 47.84 65.68 62.53
Low for the period 40.20 45.90 40.20
Average daily share turnover on
German stock exchanges
million 5.5 7.4 5.7
March 31,
2007
March 31,
2008
Dec. 31,
2007
Change
March 31, 2008 /
Dec. 31, 2007
%
Share price 47.84 50.76 62.53 – 18.8
Market capitalization € million 36,566 38,798 47,794 – 18.8
Stockholders' equity € million 15,906 17,605 16,821 + 4.7
Number of shares entitled to the dividend million 764.34 764.34 764.34
DAX 6,917 6,535 8,067 – 19.0

XETRA closing price; source: Bloomberg

Performance over the Past Twelve Months

(indexed; 100 = Xetra closing price on March 31, 2007)

Calculation of core earnings per share 27

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 ifrs is explained in the notes to the consolidated fi nancial statements on page 34. Adjusted core net income, core earnings per share and core ebit are not defi ned in the International Financial Reporting Standards. Therefore they should be regarded as supplementary information rather than stand-alone indicators.

Calculation of Core EBIT and Core Earnings per Share 1st Quarter
2007
1st Quarter
2008
€ million
EBIT as per income statement 1,175 1,343
Amortization and write-downs of intangible assets 293 407
Write-downs of property, plant and equipment 24 31
Special items (other than write-downs) 216 130
Core EBIT 1,708 1,911
Non-operating result (as per income statement) (218) (275)
Income taxes (as per income statement) (301) (306)
Tax adjustment (177) (173)
Income after taxes attributable to minority interest
(as per income statement) (1) 0
Core net income from continuing operations 1,011 1,157
Financing expenses for the mandatory convertible bond,
net of tax effects
24 28
Adjusted core net income 1,035 1,185
Shares
Weighted average number of issued ordinary shares 764,341,920 764,341,920
Potential shares to be issued upon conversion
of the mandatory convertible bond
59,523,810 59,582,699
Adjusted weighted average total number of issued and
potential ordinary shares
823,865,730 823,924,619
Core earnings per share from continuing operations (€) 1.26 1.44

Financial Report as of March 31, 2008

Consolidated Financial Statements

Bayer Group Consolidated Statements of Income

1st Quarter
2007
1st Quarter
2008
€ million
Net sales 8,335 8,536
Cost of goods sold (4,134) (4,103)
Gross profit 4,201 4,433
Selling expenses
Research and development expenses
(1,807)
(625)
(1,902)
(633)
General administration expenses (436) (419)
Other operating income 143 287
Other operating expenses (301) (423)
Operating result [EBIT] 1,175 1,343
Equity-method loss (14) (10)
Non-operating income 242 135
Non-operating expenses (446) (400)
Non-operating result (218) (275)
Income before income taxes 957 1,068
Income taxes (301) (306)
Income from continuing operations after taxes 656 762
Income from discontinued operations after taxes 2,154 -
Income after taxes 2,810 762
of which attributable to minority interest 1 0
of which attributable to Bayer AG stockholders (net income) 2,809 762
Earnings per share (€)
From continuing operations
Basic* 0.82 0.96
Diluted* 0.82 0.96
From discontinued operations
Basic* 2.62 -
Diluted* 2.62 -
From continuing and discontinued operations
Basic* 3.44 0.96
Diluted* 3.44 0.96

* The ordinary shares to be issued upon conversion of the mandatory convertible bond are treated as already issued shares.

Bayer Group Consolidated Balance Sheets

March 31,
2007
March 31,
2008
Dec. 31,
2007
€ million
Noncurrent assets
Goodwill 8,183 8,190 8,215
Other intangible assets 15,448 14,221 14,555
Property, plant and equipment 8,740 8,561 8,819
Investments in associates 517 457 484
Other fi nancial assets 1,177 995 1,127
Other receivables 184 996 667
Deferred taxes 1,005 611 845
35,254 34,031 34,712
Current assets
Inventories 6,327 6,218 6,217
Trade accounts receivable 6,817 6,689 5,830
Other fi nancial assets 238 570 335
Other receivables 1,613 1,494 1,461
Claims for income tax refunds 235 195 208
Cash and cash equivalents 6,143 2,717 2,531
Assets held for sale and discontinued operations 346 82 84
21,719 17,965 16,666
Total assets 56,973 51,996 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 9,855 11,543 10,749
15,840 17,528 16,734
Equity attributable to minority interest 66 77 87
15,906 17,605 16,821
Noncurrent liabilities
Provisions for pensions and other post-employment benefi ts 6,156 4,970 5,501
Other provisions 1,506 1,273 1,166
Financial liabilities 14,626 12,648 12,911
Other liabilities 402 515 501
Deferred taxes 4,397 3,893 3,866
27,087 23,299 23,945
Current liabilities
Other provisions 4,571 3,995 3,754
Financial liabilities 3,673 1,757 1,287
Trade accounts payable 2,296 2,220 2,466
Income tax liabilities 170 99 56
Other liabilities 3,112 2,892 2,873
Liabilities directly related to assets held for sale
and discontinued operations 158 129 176
13,980 11,092 10,612
Total stockholders' equity and liabilities 56,973 51,996 51,378

2007 figures reclassified

Financial Report as of March 31, 2008

Consolidated Financial Statements

Bayer Group Consolidated Statements of Cash Flows

1st Quarter
2007
1st Quarter
2008
€ million
Income from continuing operations after taxes 656 762
Income taxes 301 306
Non-operating result 218 275
Income taxes paid (343) (364)
Depreciation and amortization 599 712
Change in pension provisions (96) (94)
(Gains) losses on retirements of noncurrent assets 12 3
Non-cash effects of the remeasurement
of acquired assets (inventory work-down)
64 51
Gross cash flow 1,411 1,651
Decrease (increase) in inventories (213) (251)
Decrease (increase) in trade accounts receivable (1,011) (1,038)
(Decrease) increase in trade accounts payable (114) (196)
Changes in other working capital, other non-cash items 302 362
Net cash provided by (used in) operating activities
(net cash flow), continuing operations
375 528
Net cash provided by (used in) operating activities
(net cash fl ow), discontinued operations
38 0
Net cash provided by (used in) operating activities (net cash flow) (total) 413 528
Cash outfl ows for additions to property, plant,
equipment and intangible assets
(201) (288)
Cash infl ows from sales of property, plant, equipment and other assets 18 16
Cash infl ows (outfl ows) from divestitures less divested cash 4,673 (40)
Cash infl ows (outfl ows) from acquisitions less acquired cash (22) (246)
Cash infl ows (outfl ows) from noncurrent fi nancial assets 5 27
Interest and dividends received 93 74
Cash infl ows (outfl ows) from current fi nancial assets 23 (7)
Net cash provided by (used in) investing activities (total) 4,589 (464)
Capital contributions 0 0
Bayer AG dividend, dividend payments to minority stockholders,
reimbursements of advance capital gains tax payments
(9) (9)
Issuances of debt 444 397
Retirements of debt (1,954) (120)
Interest paid (245) (137)
Net cash provided by (used in) financing activities (total) (1,764) 131
Change in cash and cash equivalents due to business activities (total) 3,238 195
Cash and cash equivalents at beginning of period 2,915 2,531
Change in cash and cash equivalents due to changes in scope of consolidation (1) 0
Change in cash and cash equivalents due to exchange rate movements (9) (9)
Cash and cash equivalents at end of period 6,143 2,717

Bayer Group Consolidated Statements of Recognized Income and Expense

1st Quarter
2007
1st Quarter
2008
€ million
Changes in fair values of derivatives designated as hedges and
available-for-sale fi nancial assets, recognized in stockholders' equity
1 42
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
331 817
Exchange differences on translation of operations outside
the euro zone, recognized in stockholders' equity
36 (552)
Deferred taxes on valuation adjustments offset directly against stockholders' equity (134) (261)
Changes due to changes in scope of consolidation 31 1
Revaluation surplus (IFRS 3) - 4
Minority interest in partnerships, recognized in liabilities - (20)
Valuation adjustments recognized directly in stockholders' equity 265 31
Income after taxes 2,810 762
Total income and expense recognized in the financial statements 3,075 793
of which attributable to minority interest 2 (1)
of which attributable to Bayer AG stockholders 3,073 794

Financial Report as of March 31, 2008

Consolidated Financial Statements

Notes

Notes to the Consolidated Interim Financial Statements of the Bayer Group as of March 31, 2008

Key Data by Segment

Segment HealthCare
Pharmaceuticals Consumer Health
€ million 1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
Sales (external) 2,495 2,614 1,115 1,117
Change +117.3% + 4.8% + 5.7% + 0.2%
Currency-adjusted change +122.2% + 9.9% + 11.4% + 6.1%
Intersegment sales 12 19 3 0
Operating result (EBIT) 281 341 204 222
Depreciation, amortization and write-downs 265 373 33 34
Gross cash fl ow * 390 544 167 193
Net cash fl ow * 279 415 104 162
Number of employees at end of period * 39,400 39,400 11,500 12,600

* for definition see Bayer Group Key Data on page 2

Key Data by Region

Region Europe North America
€ million 1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
Sales (external) – by market 3,848 4,072 2,226 2,026
Change + 27.5% + 5.8% + 15.0% – 9.0%
Currency-adjusted change + 27.5% + 6.5% + 25.4% + 1.5%
Sales (external) – by point of origin 4,153 4,393 2,220 2,033
Change + 28.7% + 5.8% + 13.7% – 8.4%
Currency-adjusted change + 28.7% + 6.4% + 24.2% + 2.3%
Interregional sales 1,374 1,601 516 504
Operating result (EBIT) 724 880 357 341
Number of employees at end of period * 56,800 55,300 16,700 17,000

* number of employees in full-time equivalents

CropScience MaterialScience
Crop Protection Environmental
Science, BioScience
Systems Materials Reconciliation Continuing
Operations
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1,434 1,622 352 356 1,869 1,839 739 673 331 315 8,335 8,536
+ 1.5% + 13.1% – 1.7% + 1.1% + 5.2% – 1.6% + 4.1% – 8.9% + 22.7% + 2.4%
+ 5.5% + 17.8% + 3.7% + 4.1% + 9.6% + 3.0% + 9.0% – 3.4% + 27.3% + 7.2%
18 14 2 5 38 34 4 5 (77) (77)
304 446 104 78 247 281 38 0 (3) (25) 1,175 1,343
121 118 19 21 82 87 42 39 37 40 599 712
282 416 87 73 235 273 69 37 181 115 1,411 1,651
(113) (266) (125) (46) 62 63 (25) 83 193 117 375 528
14,900 14,700 2,900 3,200 10,200 10,300 4,900 4,700 21,300 21,100 105,100 106,000
Asia / Pacific Africa / Middle East Latin America / Reconciliation Continuing
Operations
1st
1st
Quarter
Quarter
2007
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1st
Quarter
2007
1st
Quarter
2008
1,200 1,276 1,061 1,162 8,335 8,536
+ 19.3% + 6.3% + 27.7% + 9.5% + 22.7% + 2.4%
+ 27.8% + 12.9% + 38.7% + 13.9% + 27.3% + 7.2%
1,137 1,207 825 903 8,335 8,536
+ 17.9% + 6.2% + 27.1% + 9.5% + 22.7% + 2.4%
+ 26.9% + 13.1% + 40.8% + 17.0% + 27.3% + 7.2%
53 53 57 32 (2,000) (2,190)
73 85 63 92 (42) (55) 1,175 1,343
17,800 19,200 13,800 14,500 105,100 106,000

Financial Report as of March 31, 2008

Consolidated Financial Statements

Notes

Explanatory Notes

Accounting policies

Pursuant to Section 315a of the German Commercial Code, the consolidated interim fi nancial statements as of March 31, 2008 have been prepared 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 recognition and valuation principles.

Information on earnings per share

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 1st Quarter
2007
1st Quarter
2008
€ million
Income after taxes 2,810 762
Income attributable to minority interest 1 0
Income attributable to Bayer AG stockholders 2,809 762
Income from discontinued operations 2,154 -
Financing expenses for the mandatory convertible bond,
net of tax effects 24 28
Adjusted income from continuing operations after taxes 679 790
Adjusted net income 2,833 790
Shares
Weighted average number of issued ordinary shares 764,341,920 764,341,920
Potential shares to be issued upon conversion
of the mandatory convertible bond 59,523,810 59,582,699
Adjusted weighted average total number
of issued and potential ordinary shares 823,865,730 823,924,619
Basic earnings per share (€)
from continuing operations 0.82 0.96
from discontinued operations 2.62 -
from continuing and discontinued operations 3.44 0.96
Diluted earnings per share (€)
from continuing operations 0.82 0.96
from discontinued operations 2.62 -
from continuing and discontinued operations 3.44 0.96

Changes in the Bayer Group 35

Scope of consolidation

As of March 31, 2008, the Bayer Group comprised 321 fully consolidated companies, compared with 326 companies as of December 31, 2007. Three 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).

Acquisitions

Expenses for acquisitions in the fi rst quarter of 2008 totaled €247 million. Bayer subsidiary Medrad, Inc. has completed its tender offer for the outstanding shares of common stock of Possis Medical, Inc. As of March 31, 2008, Medrad had acquired 91.8 percent of the shares for us\$ 309 million (approx. €208 million). As of the expiration of the subsequent offer period on Tuesday, April 1, 2008, a total of approximately 93.0 percent of Possis Medical shares had been validly tendered in the offer. Medrad, through its wholly owned subsidiary Phoenix Acquisition Corp., accepted for purchase all of these validly tendered shares. The merger of Phoenix Acquisition Corp. with and into Possis Medical took place immediately thereafter. In the merger, each outstanding Possis Medical share not tendered and purchased in the offer (other than those as to which holders properly exercised appraisal rights) was automatically canceled and converted pursuant to Minnesota law into the right to receive the same us\$ 19.50 per share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Possis Medical became a wholly owned subsidiary of Medrad. Following the merger, Possis Medical's common stock ceased to be traded on the nasdaq.

Discontinued operations

The diagnostics activities, along with H.C. Starck and Wolff Walsrode, were recognized as discontinued operations in 2007. 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 1st Quarter
2007
1st Quarter
2008
1st Quarter
2007
1st Quarter
2008
1st Quarter
2007
1st Quarter
2008
1st Quarter
2007
1st Quarter
2008
Sales 0 - 74 - 85 - 159 -
Operating result (EBIT)* 2,778 - 109 - 13 - 2,900 -
Income after taxes 2,044 - 103 - 7 - 2,154 -
Gross cash fl ow* (10) - 14 - 10 - 14 -
Net cash fl ow* 7 - 26 - 5 - 38 -
Net investing cash fl ow 3,748 (40) 922 - (2) - 4,668 (40)
Net fi nancing cash fl ow (3,755) 40 (948) - (3) - (4,706) 40

* for definition see Bayer Group Key Data on page 2

R Table of contents

36

Financial Report as of March 31, 2008

Consolidated Financial Statements

Notes

Related parties

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, April 22, 2008 Bayer Aktiengesellschaft

Board of Management

Werner Wenning Klaus Kühn Dr. Wolfgang Plischke Dr. Richard Pott

37 Financial Calendar

Q2 2008 Interim Report July 30, 2008
Q3 2008 Interim Report October 29, 2008
2008 Annual Report March 3, 2009
Q1 2009 Interim Report April 29, 2009
Annual Stockholders' Meeting 2009 May 12, 2009
Payment of Dividend 2009 May 13, 2009
Q2 2009 Interim Report July 29, 2009
Q3 2009 Interim Report October 27, 2009

Masthead

Published by

Bayer AG, 51368 Leverkusen, Germany

Editor

Ute Bode, phone +49 214 30 58992, email: [email protected]

English edition

CURRENTA GmbH & Co. OHG, Language Service

Investor Relations

Peter Dahlhoff, phone +49 214 30 33022, email: [email protected]

Orders/Distribution

Michael Heinrich, phone +49 214 30 57546, email: [email protected]

Date of publication

April 24, 2008

Many business and financial terms are explained on the Bayer Investor Relations website at www.investor.bayer.com>Stock>Glossary

Bayer on the Internet www.bayer.com

If you would like to receive the Bayer Stockholders' Newsletter in electronic rather than print form in future, please email the editor.

Forward-Looking Statements

This Annual Report 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.

Important Information from Bayer AG:

This is neither an offer to purchase nor a solicitation of an offer to sell shares or American depositary shares of Bayer Schering Pharma AG (formerly Schering AG). Bayer Schering GmbH (formerly Dritte BV GmbH) filed a tender offer statement with the U.S. Securities and Exchange Commission (SEC) with respect to the mandatory compensation offer on November 30, 2006, the time of commencement of the mandatory compensation offer. Simultaneously Bayer Schering Pharma AG (formerly Schering AG) filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the mandatory compensation offer. Investors and holders of shares and American depositary shares of Bayer Schering Pharma AG (formerly Schering AG) are strongly advised to read the tender offer statement and other relevant documents regarding the mandatory compensation offer that have been filed or will be filed with the SEC because they contain important information. Investors and holders of shares and American depositary shares of Bayer Schering Pharma AG (formerly Schering AG) will be able to receive these documents free of charge at the SEC's website (www.sec.gov), or at the website www.bayer.com

These documents and information contain forward-looking statements based on assumptions and forecasts made by Bayer Group management as of the respective dates of such documents. 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 Bayer Group and/or Bayer Schering Pharma AG (formerly Schering AG) and the estimates contained in these documents and to differences between actions taken by the Bayer Group with respect to its investment in Bayer Schering Pharma AG (formerly Schering AG) and the intentions described in these documents. These factors include those discussed in Bayer's public reports, which are available on the Bayer website at www.bayer.com. Except as otherwise required by law, the company assumes no obligation to update or revise any forward-looking statement to reflect new information, events or circumstances after the applicable dates thereof.

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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