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Bayer AG

Interim / Quarterly Report Jul 27, 2016

48_rns_2016-07-27_35ea984f-e8b4-43c8-a585-496b419a1466.html

Interim / Quarterly Report

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Bayer Aktiengesellschaft

Leverkusen

Interim Report as of June 30, 2016

Second Quarter of 2016

Bayer Raises Sales and Earnings

Group sales increase by 2.3% (Fx & portfolio adj.) to €11.8 billion
Pharmaceuticals continues strong growth trend
Consumer Health increases sales
Crop Science business holds steady in a continuingly difficult market environment
EBITDA before special items up 5.7% to €3.1 billion
Net income €1.4 billion (+ 18.6%)
Core earnings per share €2.07 (+ 4.0%)
Group forecast raised

The Bayer Group posted further growth in the second quarter of 2016. Adjusted for currency and portfolio effects (Fx & portfolio adj.), sales increased by 2.3% to €11.8 billion and EBITDA before special items by 5.7% to €3.1 billion. The Life Sciences recorded encouraging sales and earnings growth overall. At Pharmaceuticals, we benefited from the continued strong development of our recently launched products. Consumer Health increased sales, while EBITDA before special items receded. Sales of Crop Science held steady at the prior-year level despite a continuingly difficult market environment, while earnings decreased. EBITDA before special items at Animal Health declined despite sales growth. Covestro registered a substantial increase in EBITDA before special items, while sales fell as expected. We are raising the Group forecast.

1. Overview of Sales, Earnings and Financial Position

Second quarter of 2016

Sales of the Bayer Group increased by 2.3% to €11,833 million in the second quarter of 2016 after adjusting for currency and portfolio changes (Fx & portfolio adj.1 ; reported2 : - 1.4%). Germany accounted for €1,177 million of this figure.

Pharmaceuticals posted encouraging sales growth of 8.4% (Fx & portfolio adj.) to €4,104 million. Our recently launched products once again showed strong business development. Consumer Health also raised sales by 4.0% (Fx & portfolio adj.) to €1,553 million. Sales of Crop Science were level year on year (Fx & portfolio adj. + 0.4%) despite the weak market environment, at €2,518 million. Animal Health sales rose by 4.2% (Fx & portfolio adj.) to €426 million. Sales of the Life Science businesses amounted to €8,858 million overall (Fx & portfolio adj. + 4.6%). Sales of Covestro fell by 3.9% (Fx & portfolio adj.) to €2,975 million.

Despite negative currency effects of €90 million, dissynergies from the Covestro IPO and the divestiture of Diabetes Care, Group EBITDA before special items improved by 5.7% to €3,054 million.

Pharmaceuticals improved EBITDA before special items by 13.3% to €1,352 million, due mainly to the continued very good development of business. EBITDA before special items of Consumer Health receded by 9.4% to €328 million. The earnings contributions from the good business performance and cost synergies were not sufficient to offset the higher selling expenses as well as allocation and currency effects. As a result of the continuingly weak market environment, EBITDA before special items of Crop Science fell by 8.2% to €663 million. Animal Health posted a 16.7% decline in EBITDA before special items, to €100 million, that was attributable to factors including higher selling expenses. The Life Science businesses recorded EBITDA before special items of €2,511 million overall (+ 5.4%). Covestro raised EBITDA before special items by 7.3% to €543 million. Earnings of the reconciliation climbed sharply against the prior-year quarter, largely on account of the change to provisions for long-term stock-based compensation.

EBIT of the Bayer Group advanced by 17.3% to €2,138 million (Q2 2015: €1,823 million) after special charges of €104 million (Q2 2015: €255 million). These mainly comprised €46 million for efficiency improvement measures, €29 million for the integration of acquired businesses and €21 million in connection with the realignment of the Bayer Group. EBIT before special items increased by 7.9% to €2,242 million (Q2 2015: €2,078 million).

After a financial result of minus €314 million (Q2 2015: minus €287 million), income before income taxes was €1,824 million (Q2 2015: €1,536 million). After income tax expense of €431 million (Q2 2015: €390 million), income from discontinued operations after income taxes and noncontrolling interest, net income in the second quarter of 2016 came to €1,380 million (Q2 2015: €1,164 million). Earnings per share (overall) were €1.67 (Q2 2015: €1.40). Core earnings per share from continuing operations advanced to €2.07 (Q2 2015: €1.99).

1 The currency- and portfolio-adjusted sales growth shows the percentage change in sales excluding the impact of exchange rate effects and the acquisitions and divestitures material to each business entity. Exchange rate effects are generally calculated on the basis of the functional currency valid in the respective country. Exceptions exist in Brazil and Argentina, primarily at Crop Protection, where the respective functional currencies are restated in U.S. dollars for business-related reasons.

2 The (reported) sales growth is a relative indicator showing the percentage change in sales compared with the prior-year period.

Gross cash flow from continuing operations in the second quarter of 2016 climbed by a substantial 9.3% to €2,366 million (Q2 2015: €2,165 million). Despite an increase in cash tied up in working capital, net cash flow (total) edged forward by 1.2% to €1,982 million (Q2 2015: €1,959 million). We paid income taxes of €659 million in the second quarter of 2016 (Q2 2015: €352 million).

Net financial debt increased by €1.5 billion, from €16.3 billion on March 31, 2016, to €17.8 billion on June 30, 2016. The net defined benefit liability for post-employment benefits - the difference between benefit obligations and plan assets - increased from €13.3 billion to €13.8 billion over the same period, due especially to a decline in long-term capital market interest rates for high-quality corporate bonds in Germany, the United Kingdom and the United States.

The number of people employed by the Bayer Group declined by 1.7% from 117,534 on June 30, 2015, to 115,576 on June 30, 2016. Personnel expenses rose by 1.7% in the same period, from €2,743 million to €2,789 million.

First half of 2016

Group sales in the first half of 2016 rose by 2.8% (Fx & portfolio adj.) to €23,687 million (reported: - 0.5%). The Life Science businesses contributed to this performance, growing sales by 5.3% (Fx & portfolio adj.) to €17,862 million.

Pharmaceuticals posted significant sales gains of 10.2% (Fx & portfolio adj.) to €7,993 million. Sales of Consumer Health improved by 3.1% (Fx & portfolio adj.) to €3,073 million. Despite the difficult market environment, sales of Crop Science were flat year on year (Fx & portfolio adj.: + 0.8%) at €5,454 million. Sales of Animal Health moved forward by 6.4% (Fx & portfolio adj.) to €834 million. Covestro saw sales fall by 4.3% (Fx & portfolio adj.) to €5,825 million.

EBITDA before special items of the Bayer Group advanced by 10.9% to €6,441 million (H1 2015: €5,810 million). The good sales development particularly in the Life Science businesses was accompanied by high R&D and selling expenses. Earnings were held back by negative currency effects of around €150 million. Pharmaceuticals increased EBITDA before special items by a substantial 14.7% to €2,613 million. EBITDA before special items of Consumer Health receded by 2.7% to €711 million. The earnings contributions from the good business performance and cost synergies were not sufficient to offset selling expenses as well as allocation and currency effects. EBITDA before special items was level year on year at Crop Science (+ 0.5%; €1,752 million) and Animal Health (0.0%; €222 million). The Life Science businesses increased EBITDA before special items by 10.5% to €5,394 million overall. EBITDA before special items of Covestro climbed by a substantial 12.6% to €1,047 million.

EBIT of the Bayer Group advanced robustly, gaining 18.9% to €4,458 million (H1 2015: €3,748 million) after net special charges of €376 million (H1 2015: €499 million). EBIT before special items moved forward by a clear 13.8% to €4,834 million (H1 2015: €4,247 million).

After a financial result of minus €629 million (H1 2015: minus €561 million), income before income taxes was €3,829 million (H1 2015: €3,187 million). The financial result mainly comprised net interest expense of €260 million (H1 2015: €288 million), interest cost of €143 million (H1 2015: €148 million) for pension and other provisions, and currency hedging costs of €177 million (H1 2015: €122 million). After tax expense of €905 million (H1 2015: €759 million), income after income taxes was €2,924 million (H1 2015: €2,428 million).

After income from discontinued operations after income taxes and noncontrolling interest, net income in the first half of 2016 came to €2,891 million (H1 2015: €2,498 million). Earnings per share improved to €3.50 (H1 2015: €3.02), and core earnings per share to €4.42 (H1 2015: €4.05).

Gross cash flow from continuing operations climbed by 18.5% to €4,930 million (H1 2015: €4,162 million). Despite an increase in cash tied up in working capital, net cash flow (total) rose by 23.1% to €3,304 million (H1 2015: €2,683 million) due mainly to the inflow from the divestiture of the Diabetes Care business. This figure reflected income tax payments of €1,208 million (H1 2015: €796 million). Net financial debt increased by €0.4 billion compared with December 31, 2015 (€17.4 billion), to €17.8 billion as of June 30, 2016. The net defined benefit liability for post-employment benefits rose from €10.8 billion on December 31, 2015, to €13.8 billion, mainly due to a decrease in long-term capital market interest rates for high-quality corporate bonds.

2. Economic Outlook

Economic Outlook1

Table 1

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Growth 2015 Growth forecast 2016
World + 2.6% + 2.5%
European Union + 1.9% + 1.7%
of which Germany + 1.4% + 1.6%
United States + 2.4% + 1.9%
Emerging Markets2 + 3.8% + 3.8%

2015 figures restated

1 Real growth of gross domestic product, source: IHS Global Insight

2 Including about 50 countries defined by IHS Global Insight as emerging markets in line with the World Bank

As of July 2016

Economic expectations slightly worsened overall in the first half of the year. We now anticipate somewhat slower growth for the global economy in 2016 than in the previous year. The British vote to leave the European Union will cause additional uncertainty, particularly for the European economy. A slower pace of growth is also expected in the United States, however, especially in view of the disappointing job market development. The Emerging Markets are likely to grow at the same pace as in the previous year.

Economic Outlook for the Segments1

Table 2

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Growth 2015 Growth forecast 2016
Pharmaceuticals market + 10% + 7%
Consumer health market + 5% + 4%
Seed and crop protection market - 2% - 1%
Animal health market + 5% + 4%

2015 figures restated

1 Bayer's estimate, except pharmaceuticals and consumer health; source for pharmaceuticals market: IMS Health, IMS Market Prognosis, copyright 2016; source for consumer health market in 2015: Nicholas Hall, copyright 2015; all rights reserved; currency-adjusted

As of July 2016

Covestro continues to anticipate an improved economic climate in 2016 for its main customer industries.

3. Sales and Earnings Forecast

The forecasts for the alternative performance indicators EBITDA before special items, core earnings per share and currency- and portfolio-adjusted sales changes have been calculated in line with the reporting principles applied in preparing the financial statements and the adjustments described in Chapters 7 and 8.

We have adjusted the exchange rates relevant to our forecast to reflect current developments. For the second half of 2016 we are now using the exchange rates prevailing on June 30, 2016, including a EUR-USD rate of 1.11. A 1% appreciation (depreciation) of the euro against all other currencies would decrease (increase) sales on an annual basis by some €300 million and EBITDA before special items by about €90 million.

Following the signing in May 2016 of an agreement to sell the Consumer business of Environmental Science in the Crop Science Division, this business is no longer included in continuing operations and therefore is no longer included in the forecast.

The following forecast for the current fiscal year is based on the business development described in this report, taking into account the potential risks and opportunities and assuming the inclusion of the Covestro business for the full year.

Bayer Group

For 2016, we are now planning sales of €46 billion to €47 billion (previously: more than €47 billion) for the Bayer Group, including Covestro. This continues to correspond to a low-single-digit percentage increase on a currency- and portfolio-adjusted basis. We now plan to increase EBITDA before special items by a high-single-digit (previously: mid-single-digit) percentage. It is now our aim to increase core earnings per share from continuing operations (calculated as explained in Chapter 8 "Core Earnings Per Share") by a mid- to high-single-digit percentage (previously: a mid-single-digit percentage). This takes into account Covestro's inclusion at around 64% starting on April 19, 2016 (January 1 to April 18, 2016: around 69%).

Life Sciences total

We continue to plan sales of approximately €35 billion for the Life Science activities, i.e. the Bayer Group excluding Covestro. This still corresponds to a mid-single-digit percentage increase on a currency- and portfolio-adjusted basis as previously forecasted. We now plan to increase EBITDA before special items by a mid- to high-single-digit (previously: mid-single-digit) percentage. Our planning includes dissynergies of around €130 million from the legal independence of Covestro and from divestments.

Pharmaceuticals

For Pharmaceuticals, we now expect sales above €16 billion (previously: approximately €16 billion) despite some price decreases. This now corresponds to a high-single-digit (previously: mid-single-digit) percentage increase on a currency- and portfolio-adjusted basis. We now plan to raise sales of our recently launched pharmaceutical products toward €5.5 billion (previously: to more than €5 billion). We now expect a low-teens (previously: mid- to high-single-digit) percentage increase in EBITDA before special items. We aim to improve the EBITDA margin before special items.

Consumer Health

In the Consumer Health Division, we now expect sales to come in at approximately €6 billion (previously: more than €6 billion). We now plan to grow sales by a low- to mid-single-digit (previously: mid-singledigit) percentage on a currency- and portfolio-adjusted basis. We now expect EBITDA before special items to come in on the level of the prior year (previously: increase by a mid-single-digit percentage).

Crop Science

In light of the continuingly weak market environment, we now expect Crop Science sales to be on the prior-year level (previously: increase by a low-single-digit percentage) on a currency- and portfolio-adjusted basis. This is equivalent to reported sales of about €10 billion. We now expect a low-single-digit percentage decrease (previously: low-single-digit percentage increase) in EBITDA before special items.

Animal Health

At Animal Health, we continue to expect sales to be slightly above the prior-year level. We are still planning a currency- and portfolio-adjusted sales gain and an increase in EBITDA before special items, each by a low- to mid-single-digit percentage.

Reconciliation

For 2016, we now expect sales to come in at approximately €1 billion (previously: to be level with the previous year; 2015: €1.1 billion). We are now planning EBITDA before special items of roughly minus €0.1 billion (previously: minus €0.2 billion).

Covestro

For 2016, Covestro is now expecting a sales decline (previously: sales at the prior-year level) and, for the second half of 2016, EBITDA after adjustment for special items at least at the prior-year level (previously: for the full year, a decline in EBITDA after adjustment for special items).

Further key data for the Bayer Group

We continue to expect special charges in the region of €0.5 billion in 2016, with the integration of the acquired consumer care businesses and charges in connection with the reorganization of the Bayer Group accounting for most of this amount.

Our prediction for the financial result is unchanged at around minus €1.2 billion. The effective tax rate is still likely to be about 24%. We continue to expect net financial debt at below €16 billion at the end of 2016.

Further details of the business forecast are provided in Chapter 18.2 of the Combined Management Report in our Annual Report 2015.

4. Changes to the Corporate Structure

In April 2016, Bayer AG deposited 10 million shares, or 4.9% of the issued shares, of Covestro AG in Bayer Pension Trust e.V. Bayer therefore currently still owns around 64% of Covestro.

In May 2016, Crop Science signed an agreement to divest the Consumer business of Environmental Science, which is now reported under discontinued operations. Environmental Science therefore now comprises only the business for professional users. The key data and prior-year figures are restated accordingly.

5. Business Development by Segment and Region

5.1 Pharmaceuticals

Key Data - Pharmaceuticals

Table 3

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 3,890 4,104 + 5.5 + 8.4
Change in sales
Volume + 8.5% + 9.6%
Price + 1.4% - 1.2%
Currency + 7.7% - 2.9%
Portfolio - 0.7% 0.0%
Reported Fx adj.
Sales by region
Europe 1,337 1,422 + 6.4 + 9.2
North America 1,009 1,027 + 1.8 + 4.3
Asia / Pacific 1,117 1,219 + 9.1 + 10.3
Latin America / Africa / Middle East 427 436 + 2.1 + 11.2
EBITDA1 1,119 1,342 + 19.9
Special items (74) (10)
EBITDA before special items1 1,193 1,352 + 13.3
EBITDA margin before special items1 30.7% 32.9%
EBIT 772 988 + 28.0
Special items (78) (11)
EBIT before special items1 850 999 + 17.5
Gross cash flow2 807 871 + 7.9
Net cash flow2 491 310 - 36.9

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 7,452 7,993 + 7.3 + 10.2
Change in sales
Volume + 7.9% + 11.1%
Price + 0.6% - 0.9%
Currency + 7.9% - 2.9%
Portfolio - 0.7% 0.0%
Reported Fx adj.
Sales by region
Europe 2,569 2,801 + 9.0 + 11.3
North America 1,908 2,016 + 5.7 + 6.6
Asia / Pacific 2,131 2,349 + 10.2 + 10.8
Latin America / Africa / Middle East 844 827 - 2.0 + 14.1
EBITDA1 2,180 2,603 + 19.4
Special items (98) (10)
EBITDA before special items1 2,278 2,613 + 14.7
EBITDA margin before special items1 30.6% 32.7%
EBIT 1,519 1,686 + 11.0
Special items (102) (242)
EBIT before special items1 1,621 1,928 + 18.9
Gross cash flow2 1,561 1,832 + 17.4
Net cash flow2 1,303 1,044 - 19.9

2015 figures restated; Fx & p adj. = currency- and portfolio-adjusted; Fx adj. = currency-adjusted

1 For definition see Chapter 7 "Calculation of EBIT(DA) Before Special Items."

2 For definition see Chapter 9.1 "Statements of Cash Flows."

Second quarter of 2016

Sales

Sales of Pharmaceuticals rose by an encouraging 8.4% (Fx & portfolio adj.) to €4,104 million in the second quarter of 2016. Our recently launched products continued their strong development. Xarelto™, Eylea™, Xofigo™, Stivarga™ and Adempas™ posted total combined sales of €1,332 million (Q2 2015: €1,051 million; Fx adj. +28.8%). Our Pharmaceuticals business expanded in all regions on a currency-adjusted basis.

Best-Selling Pharmaceuticals Products

Table 4

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx adj.
--- --- --- --- --- ---
Xarelto™ 549 703 + 28.1 + 30.1
of which U.S.A. 88 103 + 17.0 + 17.7
Eylea™ 301 418 + 38.9 + 40.9
of which U.S.A.1 0 0 . .
Kogenate™ / Kovaltry™ 299 280 - 6.4 - 5.6
of which U.S.A. 91 87 - 4.4 - 2.9
Mirena™ product family 270 258 - 4.4 - 0.8
of which U.S.A. 181 168 - 7.2 - 5.6
Nexavar™ 231 221 - 4.3 - 2.0
of which U.S.A. 84 78 - 7.1 - 4.9
Betaferon™ / Betaseron™ 222 196 - 11.7 - 8.7
of which U.S.A. 109 111 + 1.8 + 3.0
YAZ™ / Yasmin™ / Yasminelle™ 174 166 - 4.6 + 0.9
of which U.S.A. 31 31 . + 2.6
Adalat™ 168 161 - 4.2 + 1.0
of which U.S.A. 1 0 . .
Aspirin™ Cardio 127 138 + 8.7 + 16.4
of which U.S.A. 0 0 . .
Glucobay™ 129 128 - 0.8 + 6.6
of which U.S.A. 1 1 . .
Avalox™ / Avelox™ 99 88 - 11.1 - 9.1
of which U.S.A. 0 0 . .
Gadavist™ / Gadovist™ 71 89 + 25.4 + 28.8
of which U.S.A. 22 27 + 22.7 + 26.4
Xofigo™ 65 81 + 24.6 + 26.7
of which U.S.A. 45 56 + 24.4 + 24.9
Ultravist™ 84 84 . .
of which U.S.A. 1 2 . .
Stivarga™ 92 67 - 27.2 - 25.1
of which U.S.A. 48 33 - 31.3 - 29.7
Total best-selling products 2,881 3,078 + 6.8 + 10.1
Proportion of Pharmaceuticals sales 74% 75%
Total best-selling products in U.S.A. 702 697

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx adj.
--- --- --- --- --- ---
Xarelto™ 1,031 1,320 + 28.0 + 30.7
of which U.S.A. 166 189 + 13.9 + 14.0
Eylea™ 554 790 + 42.6 + 44.5
of which U.S.A.1 0 0
Kogenate™ / Kovaltry™ 560 576 + 2.9 + 3.4
of which U.S.A. 165 183 + 10.9 + 10.3
Mirena™ product family 502 506 + 0.8 + 2.9
of which U.S.A. 335 337 + 0.6 + 0.5
Nexavar™ 427 434 + 1.6 + 3.9
of which U.S.A. 155 159 + 2.6 + 2.6
Betaferon™ / Betaseron™ 430 386 - 10.2 - 8.3
of which U.S.A. 202 211 + 4.5 + 4.4
YAZ™ / Yasmin™ / Yasminelle™ 355 338 - 4.8 + 2.0
of which U.S.A. 64 71 + 10.9 + 11.0
Adalat™ 330 321 - 2.7 + 2.8
of which U.S.A. 2 1 - 50.0 - 47.1
Aspirin™ Cardio 263 275 + 4.6 + 11.0
of which U.S.A. 0 0 . .
Glucobay™ 259 267 + 3.1 + 8.3
of which U.S.A. 1 2 . .
Avalox™ / Avelox™ 209 186 - 11.0 - 7.2
of which U.S.A. 0 0 . .
Gadavist™ / Gadovist™ 140 171 + 22.1 + 24.5
of which U.S.A. 43 54 + 25.6 + 24.1
Xofigo™ 119 156 + 31.1 + 31.2
of which U.S.A. 86 106 + 23.3 + 23.1
Ultravist™ 157 155 - 1.3 + 4.8
of which U.S.A. 3 3 . .
Stivarga™ 163 134 - 17.8 - 16.4
of which U.S.A. 94 68 - 27.7 - 27.4
Total best-selling products 5,499 6,015 + 9.4 + 12.4
Proportion of Pharmaceuticals sales 74% 75%
Total best-selling products in U.S.A. 1,316 1,384

Fx adj. = currency-adjusted

1 Marketing rights owned by Regeneron Pharmaceuticals Inc., U.S.A.

Sales by product

Our oral anticoagulant Xarelto™ once again posted encouraging sales gains, due mainly to volume increases in Europe and Japan. Business with Xarelto™ also developed positively in the United States, where it is marketed by a subsidiary of Johnson & Johnson.
We considerably raised sales of the eye medicine Eylea™ in all regions, particularly in Europe, Canada and Japan.
Fluctuations in the order volumes placed by our distribution partner resulted in lower sales of the blood-clotting medicines Kogenate™ / Kovaltry™.
Sales of the hormone-releasing intrauterine devices of the Mirena™ product family - Mirena™ and Jaydess™ / Skyla™ - were nearly level with the prior year despite lower volumes in the United States.
Business with our cancer drug Nexavar™ was slightly down against the prior-year level, particularly as a result of lower demand in the United States.
We registered an overall decline in sales of our multiple sclerosis product Betaferon™ / Betaseron™ that was attributable in part to weaker business performance in Europe.
Sales of our YAZ™ / Yasmin™ / Yasminelle™ line of oral contraceptives were roughly level with the prior-year quarter on a currency-adjusted basis. Positive development in China and the United States was offset by lower demand in Europe.
Sales increases for Adalat™ for the treatment of hypertension and coronary heart disease, Aspirin™ Cardio for secondary prevention of heart attacks and the oral diabetes treatment Glucobay™ resulted mainly from gains in China.
Sales of the antibiotic Avalox™ / Avelox™ fell as expected due to the expiration of its patent. Gratifying volume gains in China were not sufficient to offset the declines in nearly all other regions.
We achieved substantial volume gains in the United States and Japan with our MRI contrast agent Gadavist™ / Gadovist™.
Sales of our cancer drug Xofigo™ increased in the United States and Europe especially.
The growth in sales of our X-ray contrast agent Ultravist™ resulted from expanded volumes in Europe that were primarily attributable to a favorable competitive situation.
Sales of our cancer drug Stivarga™ receded substantially due to intensified competition in the United States. In the prior-year quarter, furthermore, we had benefited from the reversal of a rebate provision in France.
Sales of the pulmonary hypertension treatment Adempas™ amounted to €63 million (Q2 2015: €44 million; Fx adj. + 45.3%) and reflected the proportionate recognition of the one-time payment resulting from the sGC collaboration with Merck & Co., United States. Business developed positively, especially in the United States.

Earnings

EBITDA before special items of Pharmaceuticals increased by a substantial 13.3% to €1,352 million in the second quarter of 2016. As expected, the earnings contributions from the very good business development stood against high investments in research and development. Currency effects of around €40 million had a diminishing effect.

EBIT grew by a robust 28.0% to €988 million, including special charges of €11 million (Q2 2015: €78 million) which largely resulted from efficiency enhancement programs.

First half of 2016

Sales

Sales of the Pharmaceuticals segment rose by 10.2% (Fx & portfolio adj.) in the first half of 2016, to €7,993 million. This increase was driven by our recently launched products Xarelto™, Eylea™, Stivarga™, Xofigo™ and Adempas™, which generated combined sales of €2,519 million (H1 2015: €1,948 million). Pharmaceuticals sales developed positively in all regions.

Earnings

EBITDA before special items improved by a substantial 14.7% in the first half of 2016, to €2,613 million, driven by very good business performance. At the same time, higher investments in research and development as well as negative currency effects of around €80 million had a diminishing effect.

EBIT advanced by a substantial 11.0% to €1,686 million, including special charges of €242 million (H1 2015: €102 million). These mainly comprised €231 million for impairment losses on intangible assets (Essure™).

5.2 Consumer Health

Key Data - Consumer Health

Table 5

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 1,590 1,553 - 2.3 + 4.0
Changes in sales
Volume + 0.3% + 1.2%
Price + 2.9% + 2.8%
Currency + 6.9% - 6.3%
Portfolio + 60.5% 0.0%
Reported Fx adj.
Sales by region
Europe 409 415 + 1.5 + 7.3
North America 744 701 - 5.8 - 3.2
Asia / Pacific 193 201 + 4.1 + 10.9
Latin America / Africa / Middle East 244 236 - 3.3 + 15.2
EBITDA1 301 297 - 1.3
Special items (61) (31)
EBITDA before special items1 362 328 - 9.4
EBITDA margin before special items1 22.8% 21.1%
EBIT 191 190 - 0.5
Special items (61) (32)
EBIT before special items1 252 222 - 11.9
Gross cash flow2 241 237 - 1.7
Net cash flow2 161 241 + 49.7

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Change % Change %
€ million Reported Fx & p adj.
--- --- --- --- --- ---
Sales 3,146 3,073 - 2.3 + 3.1
Changes in sales
Volume + 2.9% - 0.1%
Price + 2.9% + 3.2%
Currency + 6.3% - 5.4%
Portfolio + 57.5% 0.0%
Reported Fx adj.
Sales by region
Europe 865 826 - 4.5 - 0.2
North America 1,425 1,378 - 3.3 - 2.5
Asia / Pacific 373 402 + 7.8 + 12.6
Latin America / Africa / Middle East 483 467 - 3.3 + 18.4
EBITDA1 581 661 + 13.8
Special items (150) (50)
EBITDA before special items1 731 711 - 2.7
EBITDA margin before special items1 23.2% 23.1%
EBIT 365 433 + 18.6
Special items (150) (64)
EBIT before special items1 515 497 - 3.5
Gross cash flow2 468 522 + 11.5
Net cash flow2 446 438 - 1.8

2015 figures restated; Fx & p adj. = currency- and portfolio-adjusted; Fx adj. = currency-adjusted

1 For definition see Chapter 7 "Calculation of EBIT(DA) Before Special Items."

2 For definition see Chapter 9.1 "Statements of Cash Flows."

Second quarter of 2016

Sales

Sales of Consumer Health rose by 4.0% (Fx & portfolio adj.) in the second quarter of 2016 to €1,553 million. Business developed well in the Latin America / Africa / Middle East, Europe and Asia / Pacific regions, while sales in North America were down compared with a strong prior-year quarter. Our Claritin™, Aspirin™, Bepanthen™ / Bepanthol™ and Canesten™ brands posted very high growth rates.

Best-Selling Consumer Health Products

Table 6

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx adj.
--- --- --- --- ---
Claritin™ 167 178 + 6.6 + 11.0
Aspirin™ 101 102 + 1.0 + 8.1
Aleve™ 121 110 - 9.1 - 5.1
Bepanthen™ / Bepanthol™ 88 95 + 8.0 + 20.7
Coppertone™ 99 94 - 5.1 - 0.9
Canesten™ 65 75 + 15.4 + 19.0
Dr Scholl's™1 78 65 - 16.7 - 13.6
Alka-Seltzer™ product family 47 45 - 4.3 + 0.8
One A Day™ 52 55 + 5.8 + 5.8
Berocca™ 40 35 - 12.5 - 4.4
Total 858 854 - 0.5 + 4.8
Proportion of Consumer Health sales 54% 55%

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx adj.
--- --- --- --- ---
Claritin™ 369 365 - 1.1 + 0.9
Aspirin™ 221 218 - 1.4 + 4.7
Aleve™ 218 200 - 8.3 - 5.4
Bepanthen™ / Bepanthol™ 182 187 + 2.7 + 15.4
Coppertone™ 182 175 - 3.8 - 1.8
Canesten™ 129 139 + 7.8 + 20.1
Dr Scholl's™1 136 125 - 8.1 - 6.9
Alka-Seltzer™ product family 113 102 - 9.7 - 8.1
One A Day™ 95 99 + 4.2 + 4.3
Berocca™ 79 84 + 6.3 + 13.5
Total 1,724 1,694 - 1.7 + 2.8
Proportion of Consumer Health sales 55% 55%

2015 figure for Aleve™ restated; Fx adj. = currency-adjusted

1 Trademark rights and distribution only in certain countries outside the European Union

Sales by product

Currency-adjusted sales of the antihistamine Claritin™ rose considerably, particularly in China. Despite a weak allergy season, business in the United States developed positively, due primarily to the launch of the ClariSpray™ nasal spray.
Sales of Aspirin™ were up in all regions year on year on a currency-adjusted basis, with especially attractive gains in Latin America and the United States. Including business with Aspirin™ Cardio, which is reported under Pharmaceuticals, sales climbed by 12.7% (Fx adj.) to €240 million (Q2 2015: €228 million).
Business with our analgesic Aleve™ declined overall, mainly as a result of the deteriorating economic situation in Brazil and increased competitive pressure in the United States.
We posted significant currency-adjusted sales gains for our Bepanthen™ / Bepanthol™ wound and skin care products, particularly in Europe. Intensified marketing activities in Russia and the expansion of the portfolio to include Bepanthen Sun™ in France played a major role in this increase.
Currency-adjusted sales of our sunscreen product Coppertone™ moved back slightly against the prior-year quarter, due primarily to a weather-related decline in sales in the United States that was only partially offset by sales gains in China.
The considerable increase in sales of the skin and intimate health brand Canesten™ is attributable to expanded volumes in all regions, particularly in China and Germany.
Our Dr. Scholl's™ foot care products registered a decline in sales because of a weaker market environment and increased competitive pressure in the United States.
Business with our One A Day™ vitamin product benefited from factors including product line extensions in the United States.
Sales of our multivitamin product Berocca™ were down as expected, particularly in Asia / Pacific. This was attributable in part to higher sales in the previous quarter.

Earnings

EBITDA before special items of Consumer Health declined by 9.4% to €328 million in the second quarter of 2016 (Q2 2015: €362 million). The earnings contributions from the good business performance and cost synergies were not sufficient to offset the higher selling expenses as well as allocation and currency effects of around €25 million.

EBIT was level year on year at €190 million (- 0.5%), including special charges of €32 million (Q2 2015: €61 million). These largely reflected costs of €29 million for the integration of acquired businesses.

First half of 2016

Sales

Sales of Consumer Health in the first half of 2016 increased by 3.1% (Fx & portfolio adj.) to €3,073 million. Business development in Latin America and in the Asia / Pacific region was especially positive, whereas sales declined in the United States.

Earnings

EBITDA before special items decreased slightly by 2.7% in the first half of 2016, to €711 million (H1 2015: €731 million). The earnings contributions from the good business performance and cost synergies were not sufficient to offset the higher selling expenses as well as allocation and currency effects of around €40 million.

EBIT advanced by a substantial 18.6% to €433 million (H1 2015: €365 million), including special charges of €64 million (H1 2015: €150 million). These reflected charges of €47 million for the integration of acquired businesses and €17 million for efficiency improvement measures.

5.3 Crop Science

Key Data - Crop Science

Table 7

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 2,636 2,518 - 4.5 + 0.4
Change in sales
Volume - 0.6% - 1.0%
Price + 0.1% + 1.4%
Currency + 10.1% - 5.2%
Portfolio + 0.8% + 0.3%
Reported Fx adj.
Sales by region
Europe 851 808 - 5.1 + 0.9
North America 873 812 - 7.0 - 3.4
Asia / Pacific 442 455 + 2.9 + 8.4
Latin America / Africa / Middle East 470 443 - 5.7 - 0.2
EBITDA1 694 633 - 8.8
Special items (28) (30)
EBITDA before special items1 722 663 - 8.2
EBITDA margin before special items1 27.4% 26.3%
EBIT 561 512 - 8.7
Special items (28) (30)
EBIT before special items1 589 542 - 8.0
Gross cash flow2 529 468 - 11.5
Net cash flow2 752 1,088 + 44.7

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 5,642 5,454 - 3.3 + 0.8
Change in sales
Volume - 1.6% - 0.8%
Price + 1.8% + 1.6%
Currency + 7.4% - 4.3%
Portfolio + 0.7% + 0.2%
Reported Fx adj.
Sales by region
Europe 2,179 2,113 - 3.0 + 1.1
North America 1,781 1,721 - 3.4 - 0.1
Asia / Pacific 802 797 - 0.6 + 3.5
Latin America / Africa / Middle East 880 823 - 6.5 + 0.3
EBITDA1 1,673 1,719 + 2.7
Special items (70) (33)
EBITDA before special items1 1,743 1,752 + 0.5
EBITDA margin before special items1 30.9% 32.1%
EBIT 1,416 1,467 + 3.6
Special items (75) (33)
EBIT before special items1 1,491 1,500 + 0.6
Gross cash flow2 1,220 1,234 + 1.1
Net cash flow2 (29) 422 .

2015 figures restated; Fx & n adj. = currency- and nortfolio-adiusted; Fx adi. = currency-adiusted

1 For definition see Chapter 7 "Calculation of EBIT(DA) Before Special Items."

2 For definition see Chapter 9.1 "Statements of Cash Flows."

Second quarter of 2016

Sales

In the second quarter of 2016, Crop Science posted sales of €2,518 million (Fx & portfolio adj. + 0.4%). Business at Crop Protection / Seeds was steady year on year despite an ongoing weak market environment. Environmental Science posted a slight decline in sales.

Following the conclusion in May 2016 of an agreement to divest the Consumer business of Environmental Science, these activities are reported under discontinued operations. Environmental Science therefore now comprises only the business for professional users. The key data and prior-year figures are restated accordingly.

Sales by Business Unit

Table 8

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- --- ---
Crop Protection / Seeds 2,472 2,363 - 4.4 + 0.5
Crop Protection 2,137 2,055 - 3.8 + 1.4
Herbicides 787 769 - 2.3 + 3.9
Fungicides 827 840 + 1.6 + 6.0
Insecticides 360 302 - 16.1 - 11.9
SeedGrowth 163 144 - 11.7 - 6.1
Seeds 335 308 - 8.1 - 4.8
Environmental Science 164 155 - 5.5 - 1.2

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx & p adj.
--- --- --- --- --- --- ---
Crop Protection / Seeds 5,361 5,182 - 3.3 + 0.8
Crop Protection 4,429 4,237 - 4.3 - 0.2
Herbicides 1,693 1,614 - 4.7 - 0.1
Fungicides 1,657 1,667 + 0.6 + 4.5
Insecticides 695 586 - 15.7 - 12.1
SeedGrowth 384 370 - 3.6 + 0.3
Seeds 932 945 + 1.4 + 5.9
Environmental Science 281 272 - 3.2 + 1.1

2015 figures restated; Fx & p adj. = currency- and portfolio-adjusted

Sales by region

Sales in Europe were up slightly year on year at €808 million (Fx adj. + 0.9%). Sales increased by a double-digit percentage at SeedGrowth, Insecticides and Herbicides but declined considerably at Fungicides, particularly in Germany. We registered encouraging growth in business with vegetable seeds. Sales at Environmental Science came in well below the prior-year figure.
Sales in North America fell by 3.4% (Fx adj.) to €812 million. Compared with the prior-year quarter, sales at Seeds decreased substantially due to seasonal effects. Higher sales of soybean seeds were not sufficient to offset the decline in business with oilseed rape / canola and cotton seeds. Sales of seed treatments were down significantly year on year, as was the Insecticides business. By contrast, we registered very pleasing growth at Fungicides. We also expanded business at Herbicides, while sales at Environmental Science declined slightly.
In the Asia / Pacific region, we grew sales substantially (Fx adj. + 8.4%) to €455 million, driven especially by very gratifying development in China and Australia. Business in the region expanded in all Crop Protection units, particularly SeedGrowth and Fungicides. Sales in the Seeds unit climbed by a double-digit percentage. On the other hand, Environmental Science posted a considerable decline in sales.
Sales in the Latin America / Africa / Middle East region were level year on year at €443 million (Fx adj. - 0.2%). Very gratifying performances at Fungicides and in the vegetable seeds business were more than offset by declines in sales at Herbicides and SeedGrowth and much lower sales at Insecticides in Brazil. Environmental Science posted double-digit percentage growth.

Earnings

EBITDA before special items of Crop Science declined by 8.2% to €663 million in the second quarter of 2016 (Q2 2015: €722 million). The higher cost of goods sold, slightly lower volumes and a negative currency effect of around €10 million were compensated only in part by higher selling prices and lower selling expenses.

EBIT decreased by 8.7% to €512 million, after special charges of €30 million (Q2 2015: €28 million), due largely to restructuring measures.

First half of 2016

Sales

Sales of Crop Science in the first half of 2016 were level year on year at €5,454 million (Fx & portfolio adj. + 0.8%) despite the difficult market environment. At Crop Protection / Seeds, the positive development of Fungicides compensated declining Insecticides sales. We expanded business at Seeds and Environmental Science. Sales increased in the Asia / Pacific and Europe regions, whereas business remained at the prior-year level in North America and Latin America / Africa / Middle East.

Earnings

EBITDA before special items of Crop Science in the first half of 2016 was level year on year at €1,752 million (+ 0.5%; H1 2015: €1,743 million). Positive earnings contributions from higher selling prices stood against increased R&D expenses, lower volumes and a negative currency effect of around €25 million.

EBIT increased slightly by 3.6% to €1,467 million after special charges of €33 million (H1 2015: €75 million), which were largely attributable to restructuring measures.

5.4 Animal Health

Key Data - Animal Health

Table 9

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 428 426 -0.5 +4.2
Change in sales
Volume +8.1% +1.4%
Price - 2.0% +2.8%
Currency + 13.1% - 4.7%
Portfolio 0.0% 0.0%
Reported Fx adj.
Sales by region
Europe 111 114 +2.7 +7.2
North America 193 193 . +2.6
Asia / Pacific 72 71 -1.4 +4.2
Latin America / Africa / Middle East 52 48 -7.7 +3.8
EBITDA1 113 100 -11.5
Special items (7) -
EBITDA before special items1 120 100 -16.7
EBITDA margin before special items1 28.0% 23.5%
EBIT 105 93 -11.4
Special items (6) -
EBIT before special items1 111 93 - 16.2
Gross cash flow2 83 69 - 16.9
Net cash flow2 85 48 - 43.5

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 814 834 +2.5 +6.4
Change in sales
Volume +6.6% +4.7%
Price - 0.3% +1.7%
Currency + 12.1% - 3.9%
Portfolio 0.0% 0.0%
Reported Fx adj.
Sales by region
Europe 230 242 +5.2 +8.3
North America 325 355 +9.2 +9.8
Asia / Pacific 147 138 - 6.1 - 2.0
Latin America / Africa / Middle East 112 99 - 11.6 +3.6
EBITDA1 205 221 +7.8
Special items (17) (1)
EBITDA before special items1 222 222 .
EBITDA margin before special items1 27.3% 26.6%
EBIT 170 207 +21.8
Special items (38) (1)
EBIT before special items1 208 208 .
Gross cash flow2 155 155 .
Net cash flow2 205 28 - 86.3

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

1 For definition see Chapter 7 "Calculation of EBIT(DA) Before Special Items."

2 For definition see Chapter 9.1 "Statements of Cash Flows."

Second quarter of 2016

Sales

Sales of Animal Health in the second quarter of 2016 climbed by 4.2% (Fx & portfolio adj.) to €426 million. All regions developed positively on a currency-adjusted basis, the strongest gains being registered in Europe.

Best-Selling Animal Health Products

Table 10

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx adj.
--- --- --- --- ---
Advantage™ product family 169 157 - 7.1 - 3.7
Seresto™ 48 67 + 39.6 + 44.6
Drontal™ product family 30 32 + 6.7 + 9.3
Baytril™ 27 24 - 11.1 - 5.8
Total 274 280 + 2.2 + 6.0
Proportion of Animal Health sales 64% 66%

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx adj.
--- --- --- --- ---
Advantage™ product family 313 305 - 2.6 - 0.4
Seresto™ 76 121 + 59.2 + 61.7
Drontal™ product family 61 64 + 4.9 + 8.2
Baytril™ 57 52 - 8.8 - 4.4
Total 507 542 + 6.9 + 9.5
Proportion of Animal Health sales 62% 65%

Fx adj. = currency-adjusted

Sales by product

Sales of our Advantage™ family of flea, tick and worm control products declined, mainly as a result of higher competitive pressure.
Sales of our Seresto™ flea and tick collar rose strongly, thanks especially to higher demand in the United States. Sales also increased in Europe.
Business with our Drontal™ line of wormers benefited, among other factors, from higher volumes in the United States.
Sales of our antibiotic Baytril™ fell because of a weaker market environment overall and generic competition in the United States.

Earnings

EBITDA before special items of Animal Health declined by 16.7% to €100 million in the second quarter of 2016 (Q2 2015: €120 million), due especially to seasonal shifts in selling expenses and negative currency effects of around €5 million.

EBIT stood at €93 million, which was 11.4% lower than in the prior year (Q2 2015: €105 million) and included no special charges (Q2 2015: €6 million).

First half of 2016

Sales

Sales of Animal Health rose by 6.4% (Fx & portfolio adj.) in the first half of 2016 to €834 million. The strongest sales growth was recorded in the United States and Europe.

Earnings

EBITDA before special items in the first half of 2016 amounted to €222 million (H1 2015: €222 million) and was thus level with the prior year. Positive earnings contributions from the good business development stood against higher selling expenses and negative currency effects of around €10 million.

EBIT of Animal Health advanced by 21.8% to €207 million (H1 2015: €170 million) after special charges of €1 million (H1 2015: €38 million).

5.5 Covestro

Key Data - Covestro

Table 1 1

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- --- ---
Sales 3,185 2,975 - 6.6 - 3.9
Change in sales
Volume + 7.0% + 5.0%
Price - 6.4% - 8.9%
Currency + 10.6% - 2.7%
Portfolio 0.0% 0.0%
Reported Fx adj.
Sales by region
Europe 1,158 1,126 - 2.8 - 2.8
North America 766 686 - 10.4 - 8.4
Asia / Pacific 904 866 - 4.2 + 0.6
Latin America / Africa / Middle East 357 297 - 16.8 - 9.8
EBITDA1 448 543 + 21.2
Special items (58) -
EBITDA before special items1 506 543 + 7.3
EBITDA margin before special items1 15.9% 18.3%
EBIT 278 367 + 32.0
Special items (59) -
EBIT before special items1 337 367 + 8.9
Gross cash flow2 359 428 + 19.2
Net cash flow2 360 309 - 14.2

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Change % Change %
€ million Reported Fx & p adj.
--- --- --- --- --- ---
Sales 6,199 5,825 - 6.0 - 4.3
Change in sales
Volume + 4.7% + 5.4%
Price - 5.4% - 9.7%
Currency + 10.1% - 1.7%
Portfolio 0.0% 0.0%
Reported Fx adj.
Sales by region
Europe 2,251 2,215 - 1.6 - 1.6
North America 1,484 1,369 - 7.7 - 7.7
Asia / Pacific 1,760 1,659 - 5.7 - 2.7
Latin America / Africa / Middle East 704 582 - 17.3 - 9.9
EBITDA1 851 1,047 + 23.0
Special items (79) -
EBITDA before special items1 930 1,047 + 12.6
EBITDA margin before special items1 15.0% 18.0%
EBIT 497 703 + 41.4
Special items (101) -
EBIT before special items1 598 703 + 17.6
Gross cash flow2 671 835 + 24.4
Net cash flow2 523 478 - 8.6

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

1 For definition see Chapter 7 "Calculation of EBIT(DA) Before Special Items."

2 For definition see Chapter 9.1 "Statements of Cash Flows."

Second quarter of 2016

Sales

Sales of Covestro fell by 3.9% (Fx & portfolio adj.) in the second quarter of 2016 compared with the prior-year period, to €2,975 million. Selling prices were down significantly, mainly due to raw material price development and primarily at Polyurethanes. Volumes were above the level of the prior-year quarter overall.

Sales by Business Unit

Table 12

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Change % Change %
€ million Q2 2015 Q2 2016 Reported Fx & p adj.
--- --- --- --- ---
Polyurethanes 1,638 1,482 - 9.5 - 6.7
Polycarbonates 828 831 + 0.4 + 3.7
Coatings, Adhesives, Specialties 561 532 - 5.2 - 3.0
Other Covestro business 158 130 - 17.7 - 18.4
Total 3,185 2,975 - 6.6 - 3.9

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Change % Change %
€ million H1 2015 H1 2016 Reported Fx & p adj.
--- --- --- --- ---
Polyurethanes 3,189 2,883 - 9.6 - 7.7
Polycarbonates 1,592 1,617 + 1.6 + 3.6
Coatings, Adhesives, Specialties 1,095 1,044 - 4.7 - 3.5
Other Covestro business 323 281 - 13.0 - 13.0
Total 6,199 5,825 - 6.0 - 4.3

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

Sales by business unit

At Polyurethanes , much lower selling prices that were not offset by higher volumes led to a 6.7% (Fx & portfolio adj.) decline in sales to €1,482 million.
Polycarbonates improved sales by 3.7% (Fx & portfolio adj.) to €831 million, with higher volumes more than offsetting lower selling prices.
Sales at Coatings, Adhesives, Specialties fell by 3.0% (Fx & portfolio adj.) to €532 million, as selling prices were down slightly against the prior-year quarter. Volumes were level year on year.

Earnings

EBITDA before special items of Covestro improved by 7.3% to €543 million in the second quarter of 2016 (Q2 2015: €506 million). The impact of lower selling prices was more than compensated by the net effect of lower raw material prices and higher volumes. Earnings were diminished by a negative currency effect of around €5 million.

EBIT rose year on year by a substantial 32.0% to €367 million. There were no special items (Q2 2015: minus €59 million).

First half of 2016

Sales

Sales of Covestro fell by 4.3% (Fx & portfolio adj.) in the first half of 2016 compared with the prior-year period, to €5,825 million. Selling prices declined in all three business units, especially at Polyurethanes. Volumes were above the level of the prior-year period overall, increasing at Polycarbonates and Polyurethanes but unchanged from a year earlier at Coatings, Adhesives, Specialties.

Earnings

EBITDA before special items increased by 12.6% to €1,047 million. Lower raw material costs compensated the decline in selling prices. Increased volumes also had a positive effect on earnings.

EBIT advanced by 41.4% to €703 million. There were no special items (H1 2015: minus €101 million).

6. Research, Development, Innovation

Bayer Group expenses for research and development rose by 9.4% (Fx adj.) to €1,122 million in the second quarter of 2016, with the Life Science businesses accounting for €1,060 million of this figure (Fx adj. plus 10.5%).

Research and Development Expenses

Table 13

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R&D expenses R&D expenses R&D expenses R&D expenses R&D expenses R&D expenses
Change % Change %
--- --- --- --- --- --- ---
€ million Q2

2015
Q2

2016
Fx adj. H1

2015
H1

2016
Fx adj.
--- --- --- --- --- --- ---
Pharmaceuticals 581 679 + 17.0 1,114 1,379 + 23.6
Consumer Health 65 71 + 10.8 117 129 + 11.1
Crop Science 268 272 + 3.7 506 533 + 6.9
Animal Health 32 34 + 9.4 65 64 .
Total Life Sciences1 967 1,060 + 10.5 1,852 2,105 + 14.1
Covestro 68 62 - 5.9 127 126 + 0.8
Total Group 1,035 1,122 + 9.4 1,979 2,231 + 13.3

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R&D expenses before special items R&D expenses before special items R&D expenses before special items R&D expenses before special items R&D expenses before special items R&D expenses before special items
Change % Change %
--- --- --- --- --- --- ---
€ million Q2

2015
Q2

2016
Fx adj. H1

2015
H1

2016
Fx adj.
--- --- --- --- --- --- ---
Pharmaceuticals 578 679 + 17.6 1,111 1,346 + 21.0
Consumer Health 60 60 + 3.3 110 116 + 7.3
Crop Science 268 265 + 1.1 506 526 + 5.5
Animal Health 32 34 + 9.4 65 64 .
Total Life Sciences1 959 1,042 + 9.6 1,842 2,052 + 11.9
Covestro 67 62 - 4.5 126 126 + 1.6
Total Group 1,026 1,104 + 8.6 1,968 2,178 + 11.2

2015 figures restated

1 Including reconciliation

Capital expenditures for property, plant and equipment and intangible assets amounted to €589 million (Q2 2015: €601 million), including €509 million (Q2 2015: €466 million) in the Life Science businesses. In addition to the partnership concluded at the end of 2015 with CRISPR Therapeutics AG, Switzerland, Bayer and ERS Genomics, Ireland, signed an agreement in May 2016 that will grant Bayer access to the CRISPR-Cas9 genome editing patents of ERS. The agreement grants Bayer rights for defined research applications of this technology in selected core strategic areas.

Pharmaceuticals

We are conducting clinical trials with several drug candidates from our research and development pipeline. The following table shows our most important drug candidates currently in Phase II of clinical testing:

Research and Development Projects (Phase II)1

Table 14

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Projects Indication
Anetumab ravtansine (mesothelin ADC) Cancer
Ang2 antibody + aflibercept Serious eye diseases2
BAY 1142524 (chymase inhibitor) Heart failure
BAY 2306001 (IONIS-FXIRx) Prevention of thrombosis3
Copanlisib (PI3K inhibitor) Recurrent / resistant non-Hodgkin lymphoma (NHL)
Molidustat (HIF-PH inhibitor) Renal anemia
Neladenoson bialanate (BAY 1067197) Heart failure
PDGFR-beta + aflibercept Wet age-related macular degeneration2
Radium-223 dichloride Breast cancer with bone metastases
Radium-223 dichloride Cancer, various studies
Regorafenib Cancer
Riociguat Diffuse systemic sclerosis
Riociguat Cystic fibrosis
Rivaroxaban Secondary prevention of acute coronary syndrome (ACS)4
Vericiguat (BAY 1021189, sGC stimulator) Chronic heart failure
Vilaprisan (S-PRM) Symptomatic uterine fibroids
Vilaprisan (S-PRM) Endometriosis

1 As of July 18, 2016

2 Sponsored by Regeneron Pharmaceuticals, Inc.

3 Sponsored by Ionis Pharmaceuticals, Inc.

4 Sponsored by Janssen Research & Development, LLC

The nature of drug discovery and development is such that not all compounds can be expected to meet the predefined project goals. It is possible that any or all of the projects listed above may have to be discontinued due to scientific and / or commercial reasons and will not result in commercialized products. It is also possible that the requisite Food and Drug Administration (FDA), European Medicines Agency (EMA) or other regulatory approvals will not be granted for these compounds. Moreover, we regularly review our research and development pipeline so that we can give priority to advancing the most promising pharmaceuticals projects.

Following the recommendation of an independent data monitoring committee (DMC), we terminated our Phase II study investigating riociguat (tradename: Adempas™) in patients with pulmonary hypertension associated with idiopathic interstitial pneumonia (PH-IIP) in May 2016. We also will not further pursue the development of BAY 98-7196 + anastrozole (intravaginal ring) for the indication endometriosis.

The following table shows our most important drug candidates currently in Phase III of clinical testing:

Research and Development Projects (Phase III)1

Table 15

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Projects Indication
Amikacin Inhale Pulmonary infection
BAY 1841788 (ODM-201, AR antagonist) Nonmetastatic castration-resistant prostate cancer
BAY 1841788 (ODM-201, AR antagonist) Metastatic hormone-sensitive prostate cancer
Damoctocog alfa pegol (BAY 94-9027, long-acting rFVIII) Hemophilia A
Ciprofloxacin DPI Pulmonary infection
Copanlisib (PI3K inhibitor) Various forms of non-Hodgkin lymphoma (NHL)
Finerenone (MR antagonist) Diabetic kidney disease
Radium-223 dichloride Combination treatment of castration-resistant prostate cancer
Regorafenib Refractory liver cancer
Regorafenib Colon cancer, adjuvant therapy
Riociguat Pulmonary arterial hypertension (PAH) in patients who do not sufficiently respond to PDE-5i / ERA
Rivaroxaban Prevention of major adverse cardiac events (MACE)
Rivaroxaban Anticoagulation in patients with chronic heart failure2
Rivaroxaban Long-term prevention of venous thromboembolism
Rivaroxaban Prevention of venous thromboembolism in high-risk patients after discharge from hospital2
Rivaroxaban Embolic stroke of undetermined source (ESUS)
Rivaroxaban Peripheral artery disease (PAD)
Tedizolid Pulmonary infection

1 As of July 18, 2016

2 Sponsored by Janssen Research & Development, LLC

The nature of drug discovery and development is such that not all compounds can be expected to meet the predefined project goals. It is possible that any or all of the projects listed above may have to be discontinued due to scientific and / or commercial reasons and will not result in commercialized products. It is also possible that the requisite Food and Drug Administration (FDA), European Medicines Agency (EMA) or other regulatory approvals will not be granted for these compounds. Moreover, we regularly review our research and development pipeline so that we can give priority to advancing the most promising pharmaceuticals projects.

In May 2016, a clinical Phase III study investigating regorafenib (tradename: Stivarga™) in unresectable liver cancer reached its primary endpoint, a statistically significant improvement of overall survival. The study investigated regorafenib in patients with hepatocellular carcinoma that had further progressed during prior treatment with sorafenib (tradename: Nexavar™). Based on these data, we plan to file for marketing authorization for regorafenib in the treatment of unresectable liver cancer before the end of 2016.

In June 2016, we agreed with Orion Corporation, Espoo, Finland, to expand the global clinical development program for the novel androgen receptor (AR) antagonist BAY-1841788 (0DM-201). A new clinical Phase III study will evaluate BAY-1841788 in men with newly diagnosed metastatic hormone-sensitive prostate cancer (mHSPC) who are starting first line hormone therapy.

Also in June 2016, we formed a new research partnership with the U.S. National Surgical Adjuvant Breast and Bowel Project (NSABP), a leading clinical trials cooperative group. A clinical Phase III study will investigate regorafenib as a single agent for adjuvant treatment following completion of standard adjuvant chemotherapy in patients with advanced but not yet metastatic colon cancer.

The most important drug candidates in the approval process are:

Products Submitted for Approval1

Table 16

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Project Indication
LCS-16 (ULD LNG Contraceptive System) E.U., U.S.A.; contraception
Rivaroxaban2 U.S.A.; secondary prophylaxis of acute coronary syndrome (ACS)

1 As of July 18, 2016

2 Submitted by Janssen Research & Development, LLC

In May 2016, the U.S. Food and Drug Administration (FDA) approved Gadavist™ / Gadovist™ (active ingredient: gadobutrol) as the first contrast agent for use with magnetic resonance angiography (MRA) to evaluate known or suspected supra-aortic or renal artery disease in patients of all ages.

Consumer Health

In April 2016, we expanded our Claritin™ portfolio in the United States to include ClariSpray™, a 24-hour nasal spray to treat allergy symptoms.

In June 2016, we began marketing Aleve™ Direct Therapy in the United States to expand our range of analgesic products. This product is a medical device for transcutaneous electrical nerve stimulation to help relieve lower back pain and tension.

Crop Science

In April 2016, Crop Science announced a five-year research partnership with the Institute of Geography and the Department of Informatics of the University of Hamburg that is aimed at jointly developing new digital solutions for agriculture based on geoinformatics methods and models. The project will leverage relevant geobasic data such as soil, climate, land relief and usage parameters for IT-based visualization of the consequences of agricultural processes.

In May 2016, Crop Science and Planetary Resources, based in Redmond, Washington, United States, signed a memorandum of understanding about the development of applications and products based on satellite images.

Animal Health

In May 2016, we entered into an agreement with BioNTech AG, Germany, to develop novel mRNA vaccines and therapeutics specifically for veterinary medicine applications.

Also in May 2016, we signed a global license agreement with TransferTech Sherbrooke, Quebec, Canada, to advance a novel vaccine candidate developed at Université de Sherbrooke. The new vaccine is intended to help protect dairy cattle from mastitis caused by the bacterium Staphylococcus aureus.

Covestro

In June 2016, Covestro inaugurated a production facility at the Dormagen site that will manufacture a novel foam component with 20% CO2 content, enabling input of the traditional oil-based raw material to be reduced by an equal amount. The new plant with an annual capacity of 5,000 tons will allow the company to manufacture plastics using carbon dioxide for the first time on an industrial scale.

7. Calculation of EBIT(DA) Before Special Items

EBIT (income after income taxes, plus income taxes, plus financial result), which is not defined in the International Financial Reporting Standards, is influenced by special effects and by the amortization of intangible assets and depreciation of property, plant and equipment, along with impairment losses and impairment loss reversals. To elucidate the effects of these parameters on the operational business and facilitate the comparability of operational earning power over time, we determine additional indicators: EBITDA, EBIT before special items, EBITDA before special items and the EBITDA margin before special items. These indicators also are not defined in the International Financial Reporting Standards.

Special Items Reconciliation

Table 17

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€ million EBIT Q2 2015 EBIT Q2 2016 EBIT H1 2015 EBIT H1 2016
Before special items 2,078 2,242 4,247 4,834
Pharmaceuticals (78) (11) (102) (242)
Restructuring (26) (10) (35) (12)
Litigations (1) (1) (14) 1
Integration costs - - (2) -
Impairment losses / impairment loss reversals - - - (231)
Divestitures 3 - 3 -
Revaluation of other receivables (54) - (54) -
Consumer Health (61) (32) (150) (64)
Restructuring - (3) - (17)
Integration costs (55) (29) (144) (47)
Revaluation of other receivables (6) - (6) -
Crop Science (28) (30) (75) (33)
Restructuring - (28) - (28)
Litigations (17) (2) (18) (5)
Divestitures - - (46) -
Revaluation of other receivables (11) - (11) -
Animal Health (6) - (38) (1)
Restructuring (6) - (38) (1)
Reconciliation (23) (31) (33) (36)
Restructuring (22) (26) (32) (31)
Litigations - (5) - (5)
Revaluation of other receivables (1) - (1) -
Total special items Life Sciences (196) (104) (398) (376)
Covestro (59) - (101) -
Restructuring (57) - (99) -
Revaluation of other receivables (2) - (2) -
Total special items (255) (104) (499) (376)
of which cost of goods sold (51) (16) (237) (199)
of which selling expenses (45) (30) (71) (71)
of which research and development expenses (9) (18) (11) (53)
of which general administration expenses (43) (31) (63) (44)
of which other operating income / expenses (107) (9) (117) (9)
After special items 1,823 2,138 3,748 4,458

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€ million EBITDA Q2 2015 EBITDA Q2 2016 EBITDA H1 2015 EBITDA H1 2016
Before special items 2,888 3,054 5,810 6,441
Pharmaceuticals (74) (10) (98) (10)
Restructuring (22) (9) (31) (11)
Litigations (1) (1) (14) 1
Integration costs - - (2) -
Impairment losses / impairment loss reversals - - - -
Divestitures 3 - 3 -
Revaluation of other receivables (54) - (54) -
Consumer Health (61) (31) (150) (50)
Restructuring - (2) - (3)
Integration costs (55) (29) (144) (47)
Revaluation of other receivables (6) - (6) -
Crop Science (28) (30) (70) (33)
Restructuring - (28) - (28)
Litigations (17) (2) (18) (5)
Divestitures - - (41) -
Revaluation of other receivables (11) - (11) -
Animal Health (7) - (17) (1)
Restructuring (7) - (17) (1)
Reconciliation (23) (31) (33) (36)
Restructuring (22) (26) (32) (31)
Litigations - (5) - (5)
Revaluation of other receivables (1) - (1) -
Total special items Life Sciences (193) (102) (368) (130)
Covestro (58) - (79) -
Restructuring (56) - (77) -
Revaluation of other receivables (2) - (2) -
Total special items (251) (102) (447) (130)
of which cost of goods sold (48) (14) (191) (22)
of which selling expenses (46) (30) (67) (35)
of which research and development expenses (7) (18) (9) (20)
of which general administration expenses (43) (31) (63) (44)
of which other operating income / expenses (107) (9) (117) (9)
After special items 2,637 2,952 5,363 6,311

2015 figures restated

EBITDA (EBIT plus the amortization of intangible assets and the depreciation of property, plant and equipment, plus impairment losses and minus impairment loss reversals, recognized in profit or loss during the reporting period) serves to characterize the operational business irrespective of the effects of amortization, depreciation or impairment losses / impairment loss reversals.
EBIT before special items and EBITDA before special items show the development of the operational business irrespective of the effects of special items, i.e. special effects for the company with regard to their nature and magnitude. These may include litigations, restructuring, integration costs, impairment losses and impairment loss reversals. In the calculation of EBIT before special items and EBITDA before special items, special charges are added and special gains subtracted. They constitute relevant key data for Bayer.
The EBITDA margin before special items, which is calculated by dividing EBITDA before special items by sales, serves as an indicator of relative operational earning power for purposes of internal and external comparison.

In the second quarter of 2016, depreciation, amortization and impairments were level year on year at €814 million (Q2 2015: €814 million), comprising €447 million (Q2 2015: €446 million) in amortization and impairments on intangible assets and €367 million (H1 2015: €368 million) in depreciation and impairments on property, plant and equipment. The impairments totaled €39 million (Q2 2015: €19 million) and included no special items (Q2 2015: €4 million).

Depreciation, amortization and impairments were 14.7% higher in the first half of 2016 at €1,853 million (H1 2015: €1,615 million), comprising €1,114 million (H1 2015: €870 million) in amortization and impairments on intangible assets and €739 million (H1 2015: €745 million) in depreciation and impairments on property, plant and equipment. The impairments totaled €298 million (H1 2015: €67 million), of which €244 million (H1 2015: €52 million) constituted special items.

8. (Core) Earnings Per Share

Earnings per share according to IFRS are affected by the purchase price allocation for acquisitions and other special factors. To elucidate the impact of these effects on earnings and facilitate the comparability of our performance over time, we determine additional indicators - core EBIT, core net income and core earnings per share - which are not defined in the International Financial Reporting Standards.

Core Earnings Per Share

Table 18

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€ million Q2 2015 Q2 2016 H1 2015 H1 2016
EBIT (as per income statements) 1,823 2,138 3,748 4,458
Amortization and impairment losses / loss reversals on intangible assets 446 447 870 1,114
Impairment losses / loss reversals on property, plant and equipment 19 (1) 55 17
Special items (other than amortization and impairment losses / loss reversals) 251 102 447 130
Core EBIT 2,539 2,686 5,120 5,719
Financial result (as per income statements) (287) (314) (561) (629)
Special items in the financial result (6) - (9) (10)
Income taxes (as per income statements) (390) (431) (759) (905)
Tax effects related to amortization, impairment losses / loss reversals and special items (210) (156) (431) (374)
Income after income taxes attributable to noncontrolling interest (as per income statements) (6) (68) (12) (138)
Above-mentioned adjustments attributable to noncontrolling interest - (5) - (7)
Core net income from continuing operations 1,640 1,712 3,348 3,656
Shares
Number of issued ordinary shares 826,947,808 826,947,808 826,947,808 826,947,808
Core earnings per share from continuing operations 1.99 2.07 4.05 4.42
Core earnings per share from discontinued operations 0.02 0.13 0.10 0.20
Core earnings per share from continuing and discontinued operations 2.01 2.20 4.15 4.62

2015 figures restated

Core EBIT is determined by first eliminating from EBIT (income after income taxes, plus income taxes, plus financial result), which is not defined in the International Financial Reporting Standards, all amortization and impairment losses / impairment loss reversals on intangible assets, impairment losses/ impairment loss reversals on property, plant and equipment, and special items (other than amortization and impairment losses / impairment loss reversals). This core EBIT is then used to calculate core net income, which comprises the financial result (as per income statements), income taxes (as per income statements), income after income taxes attributable to noncontrolling interest (as per income statements), special items in the financial result, special items in income taxes, tax effects related to amortization, impairment losses / impairment loss reversals and special items, and the above-mentioned adjustments attributable to noncontrolling interest.

From this core net income we calculate core earnings per share in the same way as earnings per share. Core earnings per share form the basis for our dividend policy. They are determined for both continuing and discontinued operations. In the second quarter of 2016, we improved core earnings per share from continuing operations by 4.0% to €2.07 (Q2 2015: €1.99). Earnings per share rose by 19.3% in the same period to €1.67 (Q2 2015: €1.40).

9. Financial Position of the Bayer Group

9.1 Statements of Cash Flows

Bayer Group Summary Statements of Cash Flows

Table 19

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€ million Q2 2015 Q2 2016 Change % H1 2015 H1 2016 Change %
Gross cash flow1 2,165 2,366 + 9.3 4,162 4,930 + 18.5
Changes in working capital / other noncash items (205) (374) - 82.4 (1,483) (2,386) - 60.9
Net cash provided by (used in) operating activities (net cash flow), continuing operations 1,960 1,992 + 1.6 2,679 2,544 - 5.0
Net cash provided by (used in) operating activities (net cash flow), discontinued operations (1) (10) . 4 760 .
Net cash provided by (used in) operating activities (net cash flow) (total) 1,959 1,982 + 1.2 2,683 3,304 + 23.1
Net cash provided by (used in) investing activities (total) (527) (1,245) - 136.2 (1,123) (1,707) - 52.0
Net cash provided by (used in) financing activities (total) 334 (3,235) . (76) (2,412) .
Change in cash and cash equivalents due to business activities 1,766 (2,498) . 1,484 (815) .
Cash and cash equivalents at beginning of period 1,607 3,552 + 121.0 1,853 1,859 + 0.3
Change due to exchange rate movements and to changes in scope of consolidation (126) 1 . (90) 11 .
Cash and cash equivalents at end of period 3,247 1,055 - 67.5 3,247 1,055 - 67.5

2015 figures restated

1 Gross cash flow = income after income taxes, plus income taxes, plus financial result, minus income taxes paid or accrued, plus depreciation, amortization and impairment losses, minus impairment loss reversals, plus / minus changes in pension provisions, minus gains / plus losses on retirements of noncurrent assets, minus gains from the remeasurement of already held assets in step acquisitions. The change in pension provisions includes the elimination of noncash components of EBIT. It also contains benefit payments during the year. Gross cash flow is not defined in the International Financial Reporting Standards.

Net cash provided by operating activities (net cash flow)

Gross cash flow from continuing operations in the second quarter of 2016 climbed by a substantial 9.3% to €2,366 million.
Net cash flow (total) was diminished by an increase in cash tied up in working capital but rose slightly by 1.2% to €1,982 million.
The net cash flow (total) reflected income tax payments of €659 million (Q2 2015: €352 million).
The transfer of Covestro shares with a value of €337 million to Bayer Pension Trust e.V. was a noncash transaction and therefore did not result in an operating cash outflow.
Gross cash flow from continuing operations in the first half of 2016 climbed by a substantial 18.5% to €4,930 million.
Net cash flow (total) was diminished by an increase in cash tied up in working capital but rose by 23.1% to €3,304 million, due above all to the inflow from the divestiture of the Diabetes Care business.
The net cash flow (total) reflected income tax payments of €1,208 million (H1 2015: €796 million).

Net cash provided by (used in) investing activities

Cash outflows for property, plant and equipment and intangible assets were 2.0% lower in the second quarter of 2016 at €589 million (Q2 2015: €601 million) and included €236 million (Q2 2015: €225 million) at Pharmaceuticals, €48 million (Q2 2015: €32 million) at Consumer Health, €164 million (Q2 2015: €149 million) at Crop Science, €6 million (Q2 2015: €6 million) at Animal Health and €80 million (Q2 2015: €135 million) at Covestro.
Cash outflows for property, plant and equipment and intangible assets were 0.6% higher in the first half of 2016 at €952 million (H1 2015: €946 million) and included €377 million (H1 2015: €320 million) at Pharmaceuticals, €87 million (H1 2015: €43 million) at Consumer Health, €261 million (H1 2015: €245 million) at Crop Science, €11 million (H1 2015: €10 million) at Animal Health and €126 million (H1 2015: €224 million) at Covestro.

Net cash provided by (used in) financing activities

In the second quarter of 2016 , there was a net cash outflow of €3,235 million for financing activities, including net loan repayments of €950 million (Q2 2015: net borrowings of €2,349 million).
Net interest payments were 7.1% higher at €165 million (Q2 2015: €154 million).
The cash outflow for dividends amounted to €2,120 million (Q2 2015: €1,861 million).
The transfer of Covestro shares with a value of €337 million to Bayer Pension Trust e.V. was a noncash transaction and therefore did not result in a financial cash inflow.
In the first half of 2016 , there was a net cash outflow of €2,412 million for financing activities, including net loan repayments of €41 million (H1 2015: net borrowings of €2,026 million).
Net interest payments were 6.4% higher at €251 million (H1 2015: €236 million).

9.2 Liquid Assets and Net Financial Debt

Net Financial Debt1

Table 20

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€ million Dec. 31, 2015 March 31, 2016 June 30, 2016 Change vs. March 31, 2016 (%)
Bonds and notes / promissory notes 15,547 16,153 16,165 + 0.1
of which hybrid bonds2 4,525 4,526 4,527 .
Liabilities to banks 2,779 2,805 2,182 - 22.2
Liabilities under finance leases 474 449 447 - 0.4
Negative fair values of hedges of recorded transactions 753 632 708 + 12.0
Other financial liabilities 369 255 175 - 31.4
Positive fair values of hedges of recorded transactions (350) (265) (287) + 8.3
Financial liabilities 19,572 20,029 19,390 - 3.2
Cash and cash equivalents (1,859) (3,552) (1,055) - 70.3
Current financial assets3 (264) (154) (495) .
Net financial debt 17,449 16,323 17,840 + 9.3

1 Net financial debt is not defined in the International Financial Reporting Standards and is calculated as shown in this table.

2 Classified as debt according to IFRS

3 These include short-term loans and receivables with maturities between 3 and 12 months outstanding from banks and other companies as well as available-for-sale financial assets and held-to-maturity financial investments that were recorded as current on initial recognition.

Net financial debt of the Bayer Group increased by €1.5 billion between March 31, 2016, and the end of the second quarter. Cash inflows from operating activities only partially offset the outflow for the dividend payment.
Net financial debt includes three subordinated hybrid bonds with a total volume of €4.5 billion, 50% of which is treated as equity by Moody's and Standard & Poor's. The hybrid bonds thus have a more limited effect on the Group's rating-specific debt indicators than conventional borrowings.
In April 2016, Bayer Nordic SE redeemed at maturity a bond with a nominal volume of €200 million issued under its Debt Issuance Programme (previously known as the multi-currency European Medium Term Notes program).
In June 2016, Bayer Capital Corporation B.V repaid ahead of schedule two loans with a nominal volume of €500 million issued by the European Investment Bank.
The other financial liabilities as of June 30, 2016, included commercial paper of €80 million.
Standard & Poor's gives Bayer a long-term issuer rating of A-, while Moody's gives us a long-term rating of A3. The short-term ratings are A-2 (Standard & Poor's) and P-2 (Moody's). These investmentgrade ratings document good creditworthiness. Both rating agencies are currently reviewing our ratings with regard to a potential downgrade.

9.3 Asset and Capital Structure

Bayer Group Summary Statements of Financial Position

Table 21

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€ million Dec. 31, 2015 March 31, 2016 June 30, 2016 Change vs. March 31, 2016 (%)
Noncurrent assets 50,096 49,903 50,811 + 1.8
Current assets 23,624 26,718 24,663 - 7.7
Assets held for sale 197 8 - .
Total current assets 23,821 26,726 24,663 - 7.7
Total assets 73,917 76,629 75,474 - 1.5
Equity 25,445 24,773 24,035 - 3.0
Noncurrent liabilities 31,492 34,428 34,383 - 0.1
Current liabilities 16,868 17,428 17,038 - 2.2
Liabilities directly related to assets held for sale 112 - 18 .
Total current liabilities 16,980 17,428 17,056 - 2.1
Liabilities 48,472 51,856 51,439 - 0.8
Total equity and liabilities 73,917 76,629 75,474 - 1.5
Between March 31, 2016, and June 30, 2016, total assets decreased by €1.2 billion to €75.5 billion. Noncurrent assets were almost level year on year at €50.8 billion. The carrying amount of current assets declined by €2.1 billion to €24.7 billion, due mainly to a decrease in cash and cash equivalents.
Equity decreased by €0.7 billion compared with March 31, 2016, to €24.0 billion. Income after income taxes of €1.4 billion and currency effects of €0.3 billion were among the positive factors here and were offset mainly by the dividend payment of €2.1 billion and the €0.6 billion increase after taxes - recognized outside profit or loss - in post-employment benefit obligations. The equity ratio (equity coverage of total assets) as of June 30, 2016 was 31.8% (March 31, 2016: 32.3%).
Liabilities were largely unchanged in the second quarter of 2016 at €51.4 billion. Provisions for pensions and other post-employment benefits rose by €0.5 billion. Other provisions and financial liabilities declined by €0.4 billion and €0.6 billion, respectively.

Net Defined Benefit Liability for Post-Employment Benefits

Table 22

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€ million Dec. 31, 2015 March 31, 2016 June 30, 2016 Change vs. March 31, 2016 (%)
Provisions for pensions and other post-employment benefits 10,873 13,343 13,838 + 3.7
Net defined benefit asset (30) (30) (32) + 6.7
Net defined benefit liability for post-employment benefits 10,843 13,313 13,806 + 3.7
The net defined benefit liability for post-employment benefits increased by €0.5 billion overall in the second quarter of 2016, to €13.8 billion, due mainly to an effect of €0.8 billion resulting from the decrease in long-term capital market interest rates for high-quality corporate bonds in Germany, the United Kingdom and the United States and to a contribution of €0.3 billion to Bayer Pension Trust e.V.

10. Opportunities and Risks

As a global enterprise with a diversified portfolio, the Bayer Group is exposed to a wide range of internal or external developments or events that could significantly impact the achievement of our financial and nonfinancial objectives.

Bayer regards opportunity and risk management as an integral part of corporate governance. Our risk management process and the opportunities / risks outlined in detail in the Annual Report 2015 (Combined Management Report, Chapter 18.3) are materially unchanged. No risks have been identified that could endanger the Bayer Group's continued existence. There are also no risks with mutually reinforcing dependencies that could combine to endanger the Group's continued existence.

Significant developments that have occurred in respect of the legal risks since publication of the Bayer Annual Report 2015 (Note [32] to the Consolidated Financial Statements) are described in the Notes to the Condensed Consolidated Interim Financial Statements under "Legal Risks."

Condensed Consolidated Interim Financial Statements as of June 30, 2016

Bayer Group Consolidated Income Statements

Table 23

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€ million Q2 2015 Q2 2016 H1 2015 H1 2016
Net sales 12,003 11,833 23,796 23,687
Cost of goods sold (5,267) (5,028) (10,703) (10,072)
Gross profit 6,736 6,805 13,093 13,615
Selling expenses (3,147) (3,092) (6,044) (5,980)
Research and development expenses (1,035) (1,122) (1,979) (2,231)
General administration expenses (548) (489) (1,018) (984)
Other operating income 31 159 278 362
Other operating expenses (214) (123) (582) (324)
EBIT1 1,823 2,138 3,748 4,458
Equity-method loss (6) (6) - (11)
Financial income 85 42 97 79
Financial expenses (366) (350) (658) (697)
Financial result (287) (314) (561) (629)
Income before income taxes 1,536 1,824 3,187 3,829
Income taxes (390) (431) (759) (905)
Income from continuing operations after income taxes 1,146 1,393 2,428 2,924
Income from discontinued operations after income taxes 24 55 82 105
Income after income taxes 1,170 1,448 2,510 3,029
of which attributable to noncontrolling interest 6 68 12 138
of which attributable to Bayer AG stockholders (net income) 1,164 1,380 2,498 2,891
Earnings per share
From continuing operations
Basic 1.38 1.60 2.92 3.37
Diluted 1.38 1.60 2.92 3.37
From discontinued operations
Basic 0.02 0.07 0.10 0.13
Diluted 0.02 0.07 0.10 0.13
From continuing and discontinued operations
Basic 1.40 1.67 3.02 3.50
Diluted 1.40 1.67 3.02 3.50

2015 figures restated

1 EBIT = income after income taxes, plus income taxes, plus financial result

Bayer Group Consolidated Statements of Comprehensive Income

Table 24

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€ million Q2 2015 Q2 2016 H1 2015 H1 2016
Income after income taxes 1,170 1,448 2,510 3,029
of which attributable to noncontrolling interest 6 68 12 138
of which attributable to Bayer AG stockholders 1,164 1,380 2,498 2,891
Remeasurements of the net defined benefit liability for post-employment benefit plans 2,374 (844) 1,169 (3,407)
Income taxes (705) 235 (319) 991
Other comprehensive income from remeasurements of the net defined benefit liability for post-employment benefit plans 1,669 (609) 850 (2,416)
Other comprehensive income that will not be reclassified subsequently to profit or loss 1,669 (609) 850 (2,416)
Changes in fair values of derivatives designated as cash flow hedges 84 (129) (257) (76)
Reclassified to profit or loss 76 (19) 137 (35)
Income taxes (51) 49 31 49
Other comprehensive income from cash flow hedges 109 (99) (89) (62)
Changes in fair values of available-for-sale financial assets 4 14 18 26
Reclassified to profit or loss - - 1 -
Income taxes 2 (5) (1) (9)
Other comprehensive income from available-for-sale financial assets 6 9 18 17
Changes in exchange differences recognized on translation of operations outside the eurozone (534) 301 853 (208)
Changes in exchange differences recognized on translation of operations outside the eurozone, relating to associates accounted for using the equity method 14 (6) (27) 12
Reclassified to profit or loss - - - -
Other comprehensive income from exchange differences (520) 295 826 (196)
Other comprehensive income that may be reclassified subsequently to profit or loss (405) 205 755 (241)
Effects of changes in scope of consolidation - - - -
Total other comprehensive income1 1,264 (404) 1,605 (2,657)
of which attributable to noncontrolling interest (7) (9) 8 (110)
of which attributable to Bayer AG stockholders 1,271 (395) 1,597 (2,547)
Total comprehensive income 2,434 1,044 4,115 372
of which attributable to noncontrolling interest (1) 59 20 28
of which attributable to Bayer AG stockholders 2,435 985 4,095 344

2015 figures restated

1 Total changes recognized outside profit or loss

Bayer Group Consolidated Statements of Financial Position

Table 25

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€ million June 30, 2015 June 30, 2016 Dec. 31, 2015
Noncurrent assets
Goodwill 15,980 15,982 16,096
Other intangible assets 15,686 14,167 15,178
Property, plant and equipment 11,701 12,225 12,251
Investment property 172 50 124
Investments accounted for using the equity method 240 505 246
Other financial assets 1,136 1,246 1,092
Other receivables 404 398 430
Deferred taxes 4,186 6,238 4,679
49,505 50,811 50,096
Current assets
Inventories 8,668 8,334 8,550
Trade accounts receivable 11,242 11,792 9,933
Other financial assets 816 913 756
Other receivables 1,496 2,074 2,017
Claims for income tax refunds 506 495 509
Cash and cash equivalents 3,247 1,055 1,859
Assets held for sale 183 - 197
26,158 24,663 23,821
Total assets 75,663 75,474 73,917
Equity
Capital stock of Bayer AG 2,117 2,117 2,117
Capital reserves of Bayer AG 6,167 6,167 6,167
Other reserves 14,056 14,435 15,981
Equity attributable to Bayer AG stockholders 22,340 22,719 24,265
Equity attributable to noncontrolling interest 126 1,316 1,180
22,466 24,035 25,445
Noncurrent liabilities
Provisions for pensions and other post-employment benefits 11,176 13,838 10,873
Other provisions 1,532 1,586 1,740
Financial liabilities 17,178 16,488 16,513
Income tax liabilities 581 387 475
Other liabilities 1,095 1,095 1,065
Deferred taxes 884 989 826
32,446 34,383 31,492
Current liabilities
Other provisions 5,266 5,243 5,045
Financial liabilities 7,676 3,220 3,421
Trade accounts payable 5,239 5,055 5,945
Income tax liabilities 511 983 923
Other liabilities 1,945 2,537 1,534
Liabilities directly related to assets held for sale 114 18 112
20,751 17,056 16,980
Total equity and liabilities 75,663 75,474 73,917

2015 figures restated

Bayer Group Consolidated Statements of Cash Flows

Table 26

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€ million Q2 2015 Q2 2016 H1 2015 H1 2016
Income from continuing operations after income taxes 1,146 1,393 2,428 2,924
Income taxes 390 431 759 905
Financial result 287 314 561 629
Income taxes paid or accrued (436) (471) (1,063) (1,165)
Depreciation, amortization and impairments 814 814 1,615 1,853
Change in pension provisions (37) (112) (125) (211)
(Gains) losses on retirements of noncurrent assets 1 (3) (13) (5)
Gross cash flow 2,165 2,366 4,162 4,930
Decrease (increase) in inventories (233) 190 (170) 71
Decrease (increase) in trade accounts receivable (98) 170 (1,985) (1,498)
(Decrease) increase in trade accounts payable 177 39 (315) (854)
Changes in other working capital, other noncash items (51) (773) 987 (105)
Net cash provided by (used in) operating activities (net cash flow) from continuing operations 1,960 1,992 2,679 2,544
Net cash provided by (used in) operating activities (net cash flow) from discontinued operations (1) (10) 4 760
Net cash provided by (used in) operating activities (net cash flow) (total) 1,959 1,982 2,683 3,304
Cash outflows for additions to property, plant, equipment and intangible assets (601) (589) (946) (952)
Cash inflows from the sale of property, plant, equipment and other assets 59 18 84 39
Cash inflows from divestitures - 8 - 8
Cash inflows from (outflows for) noncurrent financial assets (77) (356) (336) (608)
Cash outflows for acquisitions less acquired cash 36 - 3 2
Interest and dividends received 57 15 68 37
Cash inflows from (outflows for) current financial assets (1) (341) 4 (233)
Net cash provided by (used in) investing activities (total) (527) (1,245) (1,123) (1,707)
Dividend payments (1,861) (2,120) (1,866) (2,120)
Issuances of debt 4,681 3,346 7,202 7,668
Retirements of debt (2,332) (4,296) (5,176) (7,709)
Interest paid including interest-rate swaps (195) (199) (287) (300)
Interest received from interest-rate swaps 41 34 51 49
Cash outflows for the purchase of additional interests in subsidiaries - - - -
Net cash provided by (used in) financing activities (total) 334 (3,235) (76) (2,412)
Change in cash and cash equivalents due to business activities (total) 1,766 (2,498) 1,484 (815)
Cash and cash equivalents at beginning of period 1,607 3,552 1,853 1,859
Change in cash and cash equivalents due to changes in scope of consolidation - (1) 3 (2)
Change in cash and cash equivalents due to exchange rate movements (126) 2 (93) 13
Cash and cash equivalents at end of period 3,247 1,055 3,247 1,055

2015 figures restated

Bayer Group Consolidated Statements of Changes in Equity

Table 27

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€ million Capital stock of Bayer AG Capital reserves of Bayer AG Other reserves Equity attributable to Bayer AG stockholders Equity attributable to noncontrolling interest
Dec. 31, 2014 2,117 6,167 11,822 20,106 112
Equity transactions with owners
Capital increase / decrease
Dividend payments (1,861) (1,861) (6)
Other changes
Total comprehensive income 4,095 4,095 20
June 30, 2015 2,117 6,167 14,056 22,340 126
Dec. 31, 2015 2,117 6,167 15,981 24,265 1,180
Equity transactions with owners
Capital increase / decrease
Dividend payments (2,067) (2,067) (52)
Other changes 177 177 160
Total comprehensive income 344 344 28
June 30, 2016 2,117 6,167 14,435 22,719 1,316

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€ million Equity
Dec. 31, 2014 20,218
Equity transactions with owners
Capital increase / decrease
Dividend payments (1,867)
Other changes
Total comprehensive income 4,115
June 30, 2015 22,466
Dec. 31, 2015 25,445
Equity transactions with owners
Capital increase / decrease
Dividend payments (2,119)
Other changes 337
Total comprehensive income 372
June 30, 2016 24,035

2015 figures restated

Notes to the Condensed Consolidated Interim Financial Statements of the Bayer Group as of June 30, 2016

Key Data by Segment and Region

Key Data by Segment

Table 28

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Pharmaceuticals Pharmaceuticals Consumer Health Consumer Health
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) 3,890 4,104 1,590 1,553
Change1 + 17.0% + 5.5% + 70.6% - 2.3%
Currency-adjusted change1 + 9.3% + 8.4% + 63.7% + 4.0%
Intersegment sales 8 8 1 3
Net sales (total) 3,898 4,112 1,591 1,556
EBIT2 772 988 191 190
EBIT before special items2 850 999 252 222
EBITDA before special items2 1,193 1,352 362 328
Gross cash flow3 807 871 241 237
Net cash flow3 491 310 161 241
Depreciation, amortization and impairments 347 354 110 107

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Crop Science Crop Science Animal Health Animal Health
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) 2,636 2,518 428 426
Change1 + 10.3% - 4.5% + 19.6% - 0.5%
Currency-adjusted change1 + 0.3% + 0.7% + 6.4% + 4.2%
Intersegment sales 8 8 6 1
Net sales (total) 2,644 2,526 434 427
EBIT2 561 512 105 93
EBIT before special items2 589 542 111 93
EBITDA before special items2 722 663 120 100
Gross cash flow3 529 468 83 69
Net cash flow3 752 1,088 85 48
Depreciation, amortization and impairments 133 121 8 7

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Reconciliation Reconciliation Reconciliation Reconciliation
All Other Segments All Other Segments Corporate Functions and Consolidation Corporate Functions and Consolidation
--- --- --- --- --- ---
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) 273 256 1 1
Change1 - 0.7% - 6.2% - -
Currency-adjusted change1 + 0.4% - 5.5% - -
Intersegment sales 593 478 (630) (516)
Net sales (total) 866 734 (629) (515)
EBIT2 24 18 (108) (30)
EBIT before special items2 40 40 (101) (21)
EBITDA before special items2 84 88 (99) (20)
Gross cash flow3 219 321 (73) (28)
Net cash flow3 85 170 26 (174)
Depreciation, amortization and impairments 44 48 2 1

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Life Sciences Life Sciences Covestro Covestro Group
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016 Q2 2015
--- --- --- --- --- --- ---
Net sales (external) 8,818 8,858 3,185 2,975 12,003
Change1 + 21.1% + 0.5% + 11.2% - 6.6% + 18.3%
Currency-adjusted change1 + 12.8% + 4.7% + 0.6% - 3.9% + 9.3%
Intersegment sales - - 14 18 -
Net sales (total) - - 3,199 2,993 12,003
EBIT2 1,545 1,771 278 367 1,823
EBIT before special items2 1,741 1,875 337 367 2,078
EBITDA before special items2 2,382 2,511 506 543 2,888
Gross cash flow3 1,806 1,938 359 428 2,165
Net cash flow3 1,600 1,683 360 309 1,960
Depreciation, amortization and impairments 644 638 170 176 814

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Group Group
€ million Q2 2015 Q2 2016
--- --- --- ---
Net sales (external) 12,003 11,833
Change1 + 18.3% - 1.4%
Currency-adjusted change1 + 9.3% + 2.4%
Intersegment sales - -
Net sales (total) 12,003 11,833
EBIT2 1,823 2,138
EBIT before special items2 2,078 2,242
EBITDA before special items2 2,888 3,054
Gross cash flow3 2,165 2,366
Net cash flow3 1,960 1,992
Depreciation, amortization and impairments 814 814

2015 figures restated

1 For definition see Interim Group Management Report, Chapter 1 "Overview of Sales, Earnings and Financial Position."

2 For definition see Interim Group Management Report, Chapter 7 "Calculation of EBIT(DA) Before Special Items."

3 For definition see Interim Group Management Report, Chapter 9.1 "Statement of Cash Flows."

Key Data by Segment

Table 29

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Pharmaceuticals Pharmaceuticals Consumer Health Consumer Health
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) 7,452 7,993 3,146 3,073
Change1 + 15.7% + 7.3% + 69.6% - 2.3%
Currency-adjusted change1 + 7.8% + 10.2% + 63.3% + 3.1%
Intersegment sales 18 15 2 4
Net sales (total) 7,470 8,008 3,148 3,077
EBIT2 1,519 1,686 365 433
EBIT before special items2 1,621 1,928 515 497
EBITDA before special items2 2,278 2,613 731 711
Gross cash flow3 1,561 1,832 468 522
Net cash flow3 1,303 1,044 446 438
Depreciation, amortization and impairments 661 917 216 228
Number of employees (as of June 30)4 41,140 40,197 13,700 13,085

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Crop Science Crop Science Animal Health Animal Health
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) 5,642 5,454 814 834
Change1 + 8.2% - 3.3% + 18.3% + 2.5%
Currency-adjusted change1 + 0.8% + 1.0% + 6.3% + 6.4%
Intersegment sales 18 17 7 2
Net sales (total) 5,660 5,471 821 836
EBIT2 1,416 1,467 170 207
EBIT before special items2 1,491 1,500 208 208
EBITDA before special items2 1,743 1,752 222 222
Gross cash flow3 1,220 1,234 155 155
Net cash flow3 (29) 422 205 28
Depreciation, amortization and impairments 257 252 35 14
Number of employees (as of June 30)4 23,592 22,839 3,818 3,859

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Reconciliation Reconciliation Reconciliation Reconciliation
All Other Segments Corporate and Con Functions isolidation
--- --- --- --- --- ---
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) 541 506 2 2
Change1 - 2.3% - 6.5% - -
Currency-adjusted change1 - 2.3% - 5.9% - -
Intersegment sales 1,130 903 (1,202) (980)
Net sales (total) 1,671 1,409 (1,200) (978)
EBIT2 43 21 (262) (59)
EBIT before special items2 65 46 (251) (48)
EBITDA before special items2 154 141 (248) (45)
Gross cash flow3 268 400 (181) (48)
Net cash flow3 57 167 174 (33)
Depreciation, amortization and impairments 89 95 3 3
Number of employees (as of June 30)4 19,482 19,114 731 752

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Life Sciences Life Sciences Covestro Covestro
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) 17,597 17,862 6,199 5,825
Change1 + 19.3% + 1.5% + 9.4% - 6.0%
Currency-adjusted change1 + 11.8% + 5.3% - 0.7% - 4.3%
Intersegment sales - - 27 39
Net sales (total) - - 6,226 5,864
EBIT2 3,251 3,755 497 703
EBIT before special items2 3,649 4,131 598 703
EBITDA before special items2 4,880 5,394 930 1,047
Gross cash flow3 3,491 4,095 671 835
Net cash flow3 2,156 2,066 523 478
Depreciation, amortization and impairments 1,261 1,509 354 344
Number of employees (as of June 30)4 102,463 99,846 15,071 15,730

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Group Group
€ million H1 2015 H1 2016
--- --- --- ---
Net sales (external) 23,796 23,687
Change1 + 16.5% - 0.5%
Currency-adjusted change1 + 8.4% + 2.8%
Intersegment sales - -
Net sales (total) 23,796 23,687
EBIT2 3,748 4,458
EBIT before special items2 4,247 4,834
EBITDA before special items2 5,810 6,441
Gross cash flow3 4,162 4,930
Net cash flow3 2,679 2,544
Depreciation, amortization and impairments 1,615 1,853
Number of employees (as of June 30)4 117,534 115,576

2015 figures restated

1 For definition see Interim Group Management Report, Chapter 1 "Overview of Sales, Earnings and Financial Position."

2 For definition see Interim Group Management Report, Chapter 7 "Calculation of EBIT(DA) Before Special Items."

3 For definition see Interim Group Management Report, Chapter 9.1 "Statement of Cash Flows."

4 Full-time equivalents

Key Data by Region

Table 30

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Europe Europe North America North America
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) - by market 4,124 4,128 3,588 3,417
Change1 + 4.8% + 0.1% + 40.9% - 4.8%
Currency-adjusted change1 + 4.9% + 3.0% + 18.9% - 2.0%
Net sales (external) - by point of origin 4,545 4,574 3,540 3,332
Change1 + 4.7% + 0.6% + 41.3% - 5.9%
Currency-adjusted change1 + 4.8% + 3.2% + 18.6% - 3.0%
Interregional sales 2,824 2,838 1,046 1,078
EBIT2 1,145 1,370 544 431

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Asia / Pacific Asia / Pacific Latin America / Africa / Middle East Latin America / Africa / Middle East
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) - by market 2,731 2,816 1,560 1,472
Change1 + 24.6% + 3.1% + 5.9% - 5.6%
Currency-adjusted change1 + 7.6% + 6.6% + 7.1% + 3.4%
Net sales (external) - by point of origin 2,671 2,757 1,247 1,170
Change1 + 25.2% + 3.2% + 6.9% - 6.2%
Currency-adjusted change1 + 7.7% + 6.8% + 9.3% + 5.2%
Interregional sales 204 229 181 156
EBIT2 260 336 (18) 31

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Reconciliation Reconciliation Total Total
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- ---
Net sales (external) - by market - - 12,003 11,833
Change1 - - + 18.3% - 1.4%
Currency-adjusted change1 - - + 9.3% + 2.4%
Net sales (external) - by point of origin - - 12,003 11,833
Change1 - - + 18.3% - 1.4%
Currency-adjusted change1 - - + 9.3% + 2.4%
Interregional sales (4,255) (4,301) - -
EBIT2 (108) (30) 1,823 2,138

2015 figures restated

1 For definition see Interim Group Management Report, Chapter 1 "Overview of Sales, Earnings and Financial Position."

2 For definition see Interim Group Management Report, Chapter 7 "Calculation of EBIT(DA) Before Special Items."

Key Data by Region

Table 31

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Europe Europe North America North America
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) - by market 8,600 8,676 6,928 6,839
Change1 + 5.2% + 0.9% + 34.8% - 1.3%
Currency-adjusted change1 + 6.5% + 3.1% + 14.9% -
Net sales (external) - by point of origin 9,419 9,493 6,833 6,690
Change1 + 5.0% + 0.8% + 35.6% - 2.1%
Currency-adjusted change1 + 6.2% + 2.8% + 15.1% - 0.8%
Interregional sales 5,411 5,658 2,006 2,122
EBIT2 2,632 2,916 891 920
Number of employees (as of June 30)3 55,319 56,116 16,192 16,106

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Asia / Pacific Asia / Pacific Latin America / Africa / Middle East Latin America / Africa / Middle East
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) - by market 5,220 5,352 3,048 2,820
Change1 + 20.8% + 2.5% + 9.2% - 7.5%
Currency-adjusted change1 + 4.9% + 4.9% + 6.6% + 4.7%
Net sales (external) - by point of origin 5,091 5,244 2,453 2,260
Change1 + 20.8% + 3.0% + 11.6% - 7.9%
Currency-adjusted change1 + 4.5% + 5.4% + 9.0% + 7.4%
Interregional sales 387 427 314 250
EBIT2 468 568 19 113
Number of employees (as of June 30)3 29,372 27,697 16,651 15,657

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Reconciliation Reconciliation Total Total
€ million H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- ---
Net sales (external) - by market - - 23,796 23,687
Change1 - - + 16.5% - 0.5%
Currency-adjusted change1 - - + 8.4% + 2.8%
Net sales (external) - by point of origin - - 23,796 23,687
Change1 - - + 16.5% - 0.5%
Currency-adjusted change1 - - + 8.4% + 2.8%
Interregional sales (8,118) (8,457) - -
EBIT2 (262) (59) 3,748 4,458
Number of employees (as of June 30)3 - - 117,534 115,576

2015 figures restated

1 For definition see Interim Group Management Report, Chapter 1 "Overview of Sales, Earnings and Financial Position."

2 For definition see Interim Group Management Report, Chapter 7 "Calculation of EBIT(DA) Before Special Items."

3 Full-time equivalents

Explanatory Notes

Accounting policies

The interim financial statements as of June 30, 2016, were prepared in condensed form in compliance with IAS 34 according to the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London, which are endorsed by the European Union, and the Interpretations of the IFRS Interpretations Committee in effect at the closing date.

Reference should be made as appropriate to the Notes to the Consolidated Financial Statements for the 2015 fiscal year, particularly with regard to the main recognition and measurement principles, except where financial reporting standards have been applied for the first time in 2016 or an accounting policy has changed.

Financial reporting standards applied for the first time in 2016 and changes in accounting methods

The first-time application of the following amended financial reporting standards had no impact, or no material impact, on the presentation of the Group's financial position or results of operations, or on earnings per share.

In May 2014, the IASB published amendments to IAS 16 (Property, Plant and Equipment) and IAS 38 (Intangible Assets) entitled "Clarification of Acceptable Methods of Depreciation and Amortisation." These amendments clarify that revenue-based depreciation of property, plant and equipment or amortization of intangible assets is inappropriate. The amendments are to be applied for annual periods beginning on or after January 1, 2016.

In May 2014, the IASB published amendments to IFRS 11 (Joint Arrangements) entitled "Accounting for Acquisitions of Interests in Joint Operations." The amendments clarify the accounting for the acquisition of an interest in a joint operation in which the activity constitutes a business. They are to be applied for annual periods beginning on or after January 1, 2016.

In June 2014, the IASB issued amendments to IAS 16 (Property, Plant and Equipment) and IAS 41 (Agriculture) entitled "Agriculture: Bearer Plants." The amendments clarify that plants used solely to grow agricultural produce are to be accounted for according to IAS 16 (Property, Plant and Equipment). The amendments are to be applied for annual periods beginning on or after January 1, 2016.

In September 2014, the IASB published "Annual Improvements to IFRSs 2012-2014 Cycle." The amendments address details of the recognition, measurement and disclosure of business transactions and serve to standardize terminology. They consist mainly of editorial changes to existing standards.

They are to be applied for annual periods beginning on or after January 1, 2016.

In December 2014, the IASB published its Disclosure Initiative containing amendments to IAS 1 (Presentation of Financial Statements), which are intended to clarify the disclosure requirements. They relate to materiality, line-item aggregation, subtotals, the structure of the notes to the financial statements, the identification of significant accounting policies and the separate disclosure of the other comprehensive income of associates and joint ventures. The amendments are to be applied for annual periods beginning on or after January 1, 2016.

Financial reporting standards not applied in 2016 that the IASB had decided must be applied for annual periods beginning on or after January 1, 2016

In January 2014, the IASB issued IFRS 14 (Regulatory Deferral Accounts). This standard addresses the accounting for regulatory deferral account balances by first-time adopters of the IFRS and therefore does not apply to entities that already prepare their financial statements according to the IFRS. IFRS 14 is to be applied for annual periods beginning on or after January 1, 2016. As this standard will only apply for a transitional period until a final standard is published, the E.U. endorsement process will not begin until the final standard has been adopted by the IASB. IFRS 14 will have no impact on the presentation of the Group's financial position or results of operations.

In December 2014, the IASB issued amendments to IFRS 10 (Consolidated Financial Statements), IFRS 12 (Disclosure of Interests in Other Entities) and IAS 28 (Investments in Associates and Joint Ventures) entitled "Investment Entities: Applying the Consolidation Exception." The amendments largely clarify which subsidiaries an investment entity must consolidate and which must be recognized at fair value through profit or loss. The amendments are to be applied for annual periods beginning on or after January 1, 2016. They have not yet been endorsed by the European Union. The changes currently have no impact on the presentation of Bayer's financial position or results of operations.

Changes in accounting methods

The legal and economic independence of Covestro results in changes to the global annual impairment tests for Covestro. In the future, from the perspective of the Bayer Group, the strategic business entities of Covestro will be subjected to impairment testing as a group of cash-generating units because the goodwill of Covestro will be monitored by Bayer Group management at this aggregated level from now on.

Changes in underlying parameters

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:

Exchange Rates for Major Currencies

Table 32

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Closing rate Closing rate Closing rate Average rate Average rate
€1 Dec. 31, 2015 June 30, 2015 June 30, 2016 H1 2015 H1 2016
--- --- --- --- --- --- ---
BRL Brazil 4.31 3.47 3.59 3.30 4.13
CAD Canada 1.51 1.38 1.44 1.38 1.48
CHF Switzerland 1.08 1.04 1.09 1.06 1.10
CNY China 7.06 6.94 7.40 6.94 7.30
GBP United Kingdom 0.73 0.71 0.83 0.73 0.78
JPY Japan 131.07 137.01 114.05 134.14 124.50
MXN Mexico 18.91 17.53 20.63 16.88 20.12
RUB Russia 80.67 62.36 71.52 63.83 78.07
USD United States 1.09 1.12 1.11 1.12 1.12

The most important interest rates used to calculate the present value of pension obligations are given below:

Discount Rate for Pension Obligations

Table 33

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% Dec. 31, 2015 March 31, 2016 June 30, 2016
Germany 2.40 1.70 1.50
United Kingdom 3.80 3.45 2.80
United States 4.00 3.50 3.20

Segment reporting

In September 2015, it was decided to introduce a new organizational structure effective January 1, 2016, in line with Bayer's focus on the Life Science businesses. The former Bayer HealthCare subgroup was dissolved and the Radiology business is now assigned to the Pharmaceuticals Division. The Consumer Health Division now consists entirely of the Consumer Care business. Animal Health has become a separate reportable segment. The Bayer CropScience subgroup is now the Crop Science Division. Since January 1, 2016, therefore, the Bayer Group has comprised the five reportable segments Pharmaceuticals, Consumer Health, Crop Science, Animal Health and Covestro.

The following table shows the reconciliation of EBITDA before special items of the above-mentioned segments and the reconciliation to income before income taxes of the Group:

Reconciliation of Segments' EBITDA Before Special Items to Group Income Before Income Taxes

Table 34

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€ million Q2 2015 Q2 2016 H1 2015 H1 2016
EBITDA before special items of segments 2,987 3,074 6,058 6,486
EBITDA before special items of Corporate Functions and Consolidation (99) (20) (248) (45)
EBITDA before special items1 2,888 3,054 5,810 6,441
Depreciation, amortization and impairment losses before special items of segments (808) (811) (1,560) (1,604)
Depreciation, amortization and impairment losses before special items of Corporate Functions and Consolidation (2) (1) (3) (3)
Depreciation, amortization and impairment losses before special items (810) (812) (1,563) (1,607)
EBIT before special items of segments 2,179 2,263 4,498 4,882
EBIT before special items of Corporate Functions and Consolidation (101) (21) (251) (48)
EBIT before special items1 2,078 2,242 4,247 4,834
Special items of segments (248) (95) (488) (365)
Special items of Corporate Functions and Consolidation (7) (9) (11) (11)
Special items1 (255) (104) (499) (376)
EBIT of segments 1,931 2,168 4,010 4,517
EBIT of Corporate Functions and Consolidation (108) (30) (262) (59)
EBIT1 1,823 2,138 3,748 4,458
Financial result (287) (314) (561) (629)
Income before income taxes 1,536 1,824 3,187 3,829

2015 figures restated

1 For definition see Interim Group Management Report, Chapter 7 "Calculation of EBIT(DA) Before Special Items."

Scope of consolidation

Changes in the scope of consolidation

The consolidated financial statements as of June 30, 2016, included 307 companies (December 31, 2015: 307 companies). As in the statements as of December 31, 2015, one of these companies was accounted for as a joint operation in line with Bayer's interest in its assets, liabilities, revenues and expenses in accordance with IFRS 11 (Joint Arrangements). Four (December 31, 2015: three) joint ventures and five (December 31, 2015: four) associates were accounted for in the consolidated financial statements using the equity method according to IAS 28 (Investments in Associates and Joint Ventures).

Acquisitions, divestitures and discontinued operations Acquisitions

In connection with the global purchase price allocation of SeedWorks India Pvt. Ltd., India, which was acquired in July 2015, improved information about the acquired assets led to a decline in intangible assets and a corresponding increase in goodwill in the opening statement of financial position in the first quarter of 2016. In addition, the purchase price declined by €2 million as a result of the final purchase price negotiations.

The effects of this and other, smaller adjustments made in the first half of 2016 to purchase price allocations relating to previous years' transactions on the Group's assets and liabilities as of the respective adjustment dates are shown in the table and resulted in the following cash outflow:

Acquired Assets, Assumed Liabilities and Adjustments (Fair Values at the Respective Acquisition Dates)

Table 35

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€ million H1 2016
Goodwill 9
Patents and technologies -
Other intangible assets (23)
Property, plant and equipment -
Inventories -
Other current assets -
Cash and cash equivalents -
Deferred tax assets -
Provisions for pensions and other post-employment benefits 1
Other provisions -
Financial liabilities -
Other liabilities -
Deferred tax liabilities 8
Net assets (5)
Changes in noncontrolling interest -
Purchase price (5)
Acquired cash and cash equivalents -
Settlement gain from pre-existing relationship -
Liabilities for future payments 3
Purchase price adjustment -
Payments for previous years' / quarters' acquisitions -
Net cash outflow for acquisitions (2)

Adjustment of purchase price allocation in the previous year

The global purchase price allocation for the consumer care business of Merck & Co., Inc., United States, which was acquired in 2014, was completed in September 2015. For the first half of 2015, this resulted in an increase in deferred tax assets of €933 million and a corresponding decrease in goodwill of €890 million in the statement of financial position. In the income statement, income after income taxes increased by €43 million. For the first half of 2015, this adjustment led to an increase of €0.05 in earnings per share from continuing operations, to €2.92.

Divestitures and discontinued operations

The sale of the Diabetes Care business to Panasonic Healthcare Holdings Co., Ltd., Tokyo, Japan, for around €1 billion was completed on January 4, 2016. The transaction includes the leading Contour™ portfolio of blood glucose monitoring meters and strips, as well as other products such as Breeze™2 and Elite™ along with Microlet™ lancing devices.

The effect of this divestiture in the first half of 2016 is shown in the table:

Divestitures

Table 36

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€ million H1 2016
Assets held for sale 183
Liabilities directly related to assets held for sale (112)
Divested net assets 71

The sale of the Diabetes Care business also comprises further significant obligations by Bayer that will be fulfilled over a period of up to two years subsequent to the date of divestiture. The sale proceeds will be recognized accordingly over a two-year period and reported as income from discontinued operations. Deferred income has been recognized in the statement of financial position and will be dissolved as the obligations are fulfilled. An amount of €250 million was recognized in sales in the first half of 2016. The €71 million outflow of net assets is shown in the cost of goods sold.

The obligations to be fulfilled over the next two years in connection with the divestiture of the Diabetes Care business are also reported as discontinued operations in the income statement and statement of cash flows. They resulted in sales of €45 million in the first half of 2016. This information is provided from the standpoint of the Bayer Group and does not present these activities as a separate entity. It is therefore not possible to compare these sales against the proceeds from operational product sales achieved in 2015.

The items in the statement of financial position pertaining to the Diabetes Care business are shown in the segment reporting under other segments. In addition to the aforementioned deferred income (€718 million), the statement of financial position includes other receivables (net: €57 million), deferred tax assets (net: €84 million), income tax liabilities (€21 million) and provisions for restructuring expenses (€2 million).

On May 19, 2016, an agreement was signed to sell the Consumer business (CS Consumer) of Bayer's Environmental Science unit to SBM Développement SAS, Lyon, France. The Consumer business encompasses the Bayer Garden and Bayer Advanced businesses in Europe and North America. Closing of the transaction is expected in October 2016. These activities are reported as a discontinued operation.

The income statements of the discontinued operations for the second quarter of 2016 are given below:

Income Statements for Discontinued Operations

Table 37

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Diabetes Care Diabetes Care CS Consumer CS Consumer Total Total
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- --- ---
Net sales 235 146 87 79 322 225
Cost of goods sold (96) (25) (45) (40) (141) (65)
Gross profit 139 121 42 39 181 160
Selling expenses (94) (5) (30) (31) (124) (36)
Research and development expenses (12) - (1) (3) (13) (3)
General administration expenses (6) (3) (2) (2) (8) (5)
Other operating income / expenses (7) (7) 1 (54) (6) (61)
EBIT1 20 106 10 (51) 30 55
Financial result - - - - - -
Income before income taxes 20 106 10 (51) 30 55
Income taxes (3) (16) (3) 16 (6) -
Income after income taxes 17 90 7 (35) 24 55

1 EBIT = income after income taxes, plus income taxes, plus financial result

For the first half of 2016, the income statements of the discontinued operations are as follows:

Income Statements for Discontinued Operations

Table 38

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Diabetes Care Diabetes Care CS Consumer CS Consumer Total Total
€ million H1 2015 H1 2016 H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- --- ---
Net sales 473 295 173 166 646 461
Cost of goods sold (186) (121) (85) (82) (271) (203)
Gross profit 287 174 88 84 375 258
Selling expenses (179) (8) (53) (57) (232) (65)
Research and development expenses (22) (2) (3) (4) (25) (6)
General administration expenses (18) (10) (3) (4) (21) (14)
Other operating income / expenses 6 (5) - (55) 6 (60)
EBIT1 74 149 29 (36) 103 113
Financial result - - - - - -
Income before income taxes 74 149 29 (36) 103 113
Income taxes (12) (20) (9) 12 (21) (8)
Income after income taxes 62 129 20 (24) 82 105

1 EBIT = income after income taxes, plus income taxes, plus financial result

The assets and liabilities of the Consumer business of Bayer's Environmental Science unit that were held for sale are shown in the following table:

Assets and Liabilities Held for Sale

Table 39

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€ million June 30, 2016
Assets held for sale -
Provisions for pensions and other post-employment benefits 5
Other provisions 13
Liabilities directly related to assets held for sale 18

In the second quarter of 2016, the discontinued operations affected the Bayer Group statements of cash flows as follows:

Statements of Cash Flows for Discontinued Operations

Table 40

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Diabetes Care Diabetes Care CS Consumer CS Consumer Total Total
€ million Q2 2015 Q2 2016 Q2 2015 Q2 2016 Q2 2015 Q2 2016
--- --- --- --- --- --- ---
Net cash provided by (used in) operating activities (net cash flow) 9 (41) (10) 31 (1) (10)
Net cash provided by (used in) investing activities (1) - - - (1) -
Net cash provided by (used in) financing activities (8) 41 10 (31) 2 10
Change in cash and cash equivalents - - - - - -

In the first half of 2016, the effects of the discontinued operations on the statements of cash flows were as follows:

Statements of Cash Flows for Discontinued Operations

Table 41

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Diabetes Care Diabetes Care CS Consumer CS Consumer Total Total
€ million H1 2015 H1 2016 H1 2015 H1 2016 H1 2015 H1 2016
--- --- --- --- --- --- ---
Net cash provided by (used in) operating activities (net cash flow) 56 778 (52) (18) 4 760
Net cash provided by (used in) investing activities (1) - - - (1) -
Net cash provided by (used in) financing activities (55) (778) 52 18 (3) (760)
Change in cash and cash equivalents - - - - - -

Financial instruments

Carrying Amounts and Fair Values of Financial Instruments

Table 42

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Jun. 30, 2016 Jun. 30, 2016 Jun. 30, 2016 Jun. 30, 2016 Jun. 30, 2016
Carried at amortized cost Carried at fair value [Fair value for information1] Carried at fair value [Fair value for information1] Carried at fair value [Fair value for information1] Nonfinancial assets /liabilities
--- --- --- --- --- --- ---
Based on quoted prices in active markets (Level 1) Based on observable market data (Level 2) Based on unobservable inputs (Level 3)
--- --- --- --- --- --- ---
€ million Carrying amount Carrying amount Carrying amount Carrying amount Carrying amount
--- --- --- --- --- --- ---
Trade accounts receivable 11,792
Loans and receivables 11,792
Other financial assets 649 215 459 836
Loans and receivables 535 [527] [17]
Available-for-sale financial assets 41 215 823
Held-to-maturity financial assets 73 [77]
Derivatives 459 13
Other receivables 551 68 1,853
Loans and receivables 551 [551]
Available-for-sale financial assets 68
Nonfinancial assets 1,853
Cash and cash equivalents 1,055
Loans and receivables 1,055
Total financial assets 14,047 215 459 904
of which loans and receivables 13,933
of which available-for-sale financial assets 41 215 891
Financial liabilities 18,969 739
Carried at amortized cost 18,969 [16,350] [3,227]
Derivatives 739
Trade accounts payable 4,986 69
Carried at amortized cost 4,986
Nonfinancial liabilities 69
Other liabilities 885 227 39 2,481
Carried at amortized cost 885 [885]
Carried at fair value (nonderivative) 32
Derivatives 227 7
Nonfinancial liabilities 2,481
Total financial liabilities 24,840 966 39
of which carried at amortized cost 24,840
of which derivatives 966 7

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Jun. 30, 2016
€ million Carrying amount in the statement of financial position
--- --- ---
Trade accounts receivable 11,792
Loans and receivables 11,792
Other financial assets 2,159
Loans and receivables 535
Available-for-sale financial assets 1,079
Held-to-maturity financial assets 73
Derivatives 472
Other receivables 2,472
Loans and receivables 551
Available-for-sale financial assets 68
Nonfinancial assets 1,853
Cash and cash equivalents 1,055
Loans and receivables 1,055
Total financial assets 15,625
of which loans and receivables 13,933
of which available-for-sale financial assets 1,147
Financial liabilities 19,708
Carried at amortized cost 18,969
Derivatives 739
Trade accounts payable 5,055
Carried at amortized cost 4,986
Nonfinancial liabilities 69
Other liabilities 3,632
Carried at amortized cost 885
Carried at fair value (nonderivative) 32
Derivatives 234
Nonfinancial liabilities 2,481
Total financial liabilities 25,845
of which carried at amortized cost 24,840
of which derivatives 973

1 Fair value of the financial instruments carried at amortized cost; the exemption provisions under IFRS 7.29a were applied for information on specific fair values.

Carrying Amounts and Fair Values of Financial Instruments

Table 43

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Dec. 31, 2015 Dec. 31, 2015 Dec. 31, 2015 Dec. 31, 2015 Dec. 31, 2015
Carried at amortized cost Carried at fair value [Fair value for information1] Carried at fair value [Fair value for information1] Carried at fair value [Fair value for information1] Nonfinancial assets / liabilities
--- --- --- --- --- --- ---
Based on quoted prices in active markets (Level 1) Based on observable market data (Level 2) Based on unobservable inputs (Level 3)
--- --- --- --- --- --- ---
€ million Carrying amount Carrying amount Carrying amount Carrying amount Carrying amount
--- --- --- --- --- --- ---
Trade accounts receivable 9,933
Loans and receivables 9,933
Other financial assets 185 363 509 791
Loans and receivables 72 [64] [18]
Available-for-sale financial assets 40 363 774
Held-to-maturity financial assets 73 [74]
Derivatives 509 17
Other receivables 506 59 1,882
Loans and receivables 506 [506]
Available-for-sale financial assets 59
Nonfinancial assets 1,882
Cash and cash equivalents 1,859
Loans and receivables 1,859
Total financial assets 12,483 363 509 850
of which loans and receivables 12,370
of which available-for-sale financial assets 40 363 833
Financial liabilities 19,169 765
Carried at amortized cost 19,169 [15,440] [4,121]
Derivatives 765
Trade accounts payable 5,680 265
Carried at amortized cost 5,680
Nonfinancial liabilities 265
Other liabilities 606 117 45 1,831
Carried at amortized cost 606 [606]
Carried at fair value (nonderivative) 37
Derivatives 117 8
Nonfinancial liabilities 1,831
Total financial liabilities 25,455 882 45
of which carried at amortized cost 25,455
of which derivatives 882 8

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Dec. 31, 2015
€ million Carrying amount in the statement of financial position
--- --- ---
Trade accounts receivable 9,933
Loans and receivables 9,933
Other financial assets 1,848
Loans and receivables 72
Available-for-sale financial assets 1,177
Held-to-maturity financial assets 73
Derivatives 526
Other receivables 2,447
Loans and receivables 506
Available-for-sale financial assets 59
Nonfinancial assets 1,882
Cash and cash equivalents 1,859
Loans and receivables 1,859
Total financial assets 14,205
of which loans and receivables 12,370
of which available-for-sale financial assets 1,236
Financial liabilities 19,934
Carried at amortized cost 19,169
Derivatives 765
Trade accounts payable 5,945
Carried at amortized cost 5,680
Nonfinancial liabilities 265
Other liabilities 2,599
Carried at amortized cost 606
Carried at fair value (nonderivative) 37
Derivatives 125
Nonfinancial liabilities 1,831
Total financial liabilities 26,382
of which carried at amortized cost 25,455
of which derivatives 890

Dec. 31, 2015

1 Fair value of the financial instruments carried at amortized cost; the exemption provisions under IFRS 7.29a were applied for information on specific fair values.

The preceding two tables show the carrying amounts and fair values of financial assets and liabilities by category of financial instrument and a reconciliation to the corresponding line item in the statements of financial position. Since the line items "Other receivables," "Trade accounts payable" and "Other liabilities" contain both financial instruments and non-financial assets or liabilities (such as other tax receivables or advance payments for services to be received in the future), the reconciliation is shown in the column headed "Nonfinancial assets / liabilities."

The loans and receivables reflected in other financial assets and the liabilities measured at amortized cost also include receivables and liabilities under finance leases in which Bayer is the lessor or lessee and which are therefore measured in accordance with IAS 17.

Because of the short maturities of most trade accounts receivable and payable, other receivables and liabilities, and cash and cash equivalents, their carrying amounts at the closing date did not significantly differ from the fair values.

The fair values of loans and receivables, held-to-maturity financial investments and financial liabilities carried at amortized cost that are given for information are the present values of the respective future cash flows. The present values were determined by discounting the cash flows at a closing-date interest rate, taking into account the term of the assets or liabilities and the creditworthiness of the counterparty. Where a market price was available, however, this was deemed to be the fair value.

The fair values of available-for-sale financial assets correspond to quoted prices in active markets (Level 1) or are the present values of the respective future cash flows, determined on the basis of unobservable inputs (Level 3).

The fair values of derivatives for which no publicly quoted prices existed in active markets (Level 1) were determined using valuation techniques based on observable market data as of the end of the reporting period (Level 2). In applying valuation techniques, credit value adjustments were determined to allow for the contracting party's credit risk.

Currency and commodity forward contracts were measured individually at their forward rates or forward prices on the closing date. These depend on spot rates or prices, including time spreads. The fair values of interest-rate hedging instruments and cross-currency interest-rate swaps were determined by discounting future cash flows over the remaining terms of the instruments at market rates of interest, taking into account any foreign currency translation as of the closing date.

Fair values measured using unobservable inputs are categorized within Level 3 of the fair value hierarchy. This applies to certain available-for-sale debt or equity instruments, in some cases to the fair values of embedded derivatives, and to obligations for contingent consideration in business combinations. Credit risk is frequently the principal unobservable input used to determine the fair values of debt instruments classified as available-for-sale financial assets by the discounted cash flow method. Reference is made here to the credit spreads of comparable issuers. A significant increase in credit risk could result in a lower fair value, whereas a significant decrease could result in a higher fair value. However, a 10% relative change in the credit spread would not materially affect fair value.

Embedded derivatives are separated from their respective host contracts, which are generally sales or purchase agreements relating to the operational business, and cause the cash flows from the contracts to vary with fluctuations in exchange rates or prices, for example. The internal measurement of embedded derivatives is mainly performed using the discounted cash flow method, which is based on unobservable inputs. These include planned sales and purchase volumes, and prices derived from market data. Regular monitoring is carried out based on these fair values as part of quarterly reporting.

The changes in the amount of financial assets and liabilities recognized at fair value based on unobservable inputs (Level 3) for each individual financial instrument category were as follows:

Changes in the Amount of Financial Assets and Liabilities Recognized at Fair Value Based on Unobservable Inputs

Table 44

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2016 2016 2016 2016
€ million Available-for-sale financial assets Derivatives (net) Liabilities carried at fair value (nonderivative) Total
--- --- --- --- --- ---
Carrying amounts of net assets (net liabilities), Jan. 1 833 9 (37) 805
Gains (losses) recognized in profit or loss 9 (3) - 6
of which related to assets / liabilities recognized in the statements of financial position 9 (3) - 6
Gains (losses) recognized outside profit or loss 14 - - 14
Additions of assets (liabilities) 38 - - 38
Settlements of (assets) liabilities (3) - 5 2
Carrying amounts of net assets (net liabilities), June 30 891 6 (32) 865

The changes recognized in profit or loss were included in other operating income/expenses or in interest income.

Contribution to the plan assets of Bayer Pension Trust e.V.

The contribution of 4.9% of the issued shares of Covestro AG to Bayer Pension Trust e.V. led to a €337 million reduction in the pension provisions of Bayer AG. The equity of the Bayer Group rose accordingly. An amount equal to 4.9% of the equity of Covestro AG was allocated to noncontrolling interest.

Legal risks

To find out more about the Bayer Group's legal risks, please see Note 32 to the consolidated financial statements in the Bayer Annual Report 2015, which can be downloaded free of charge at www.bayer.com. Since the Bayer Annual Report 2015, the following significant changes have occurred in respect of the legal risks:

Pharmaceuticals

Yasmin™ / YAZ™: As of July 14, 2016, the number of claimants in the pending lawsuits and claims in the United States totaled about 500 (excluding claims already settled). Claimants allege that users have suffered personal injuries, some of them fatal, from the use of Bayer's drospirenone-containing oral contraceptive products such as Yasmin™ and / or YAZ™ or from the use of Ocella™ and / or Gianvi™, generic versions of Yasmin™ and YAZ™, respectively, marketed by Barr Laboratories, Inc. in the United States.

As of July 14, 2016, Bayer had reached agreements, without admission of liability, to settle approximately 10,500 claims in the United States for venous clot injuries (primarily deep vein thrombosis or pulmonary embolism) for a total amount of about U.S. $2.08 billion. Bayer will continue to consider the option of settling such claims after a case-specific analysis of medical records. At present, about 100 such claims are under review.

In August 2015, Bayer reached an agreement to settle, without admission of liability, lawsuits and claims in which plaintiffs allege an arterial thromboembolic injury (primarily strokes and heart attacks) for a total maximum aggregate amount of U.S. $56.9 million. The participation thresholds have been met (97.5% of those who are eligible, and 96% of those who are eligible and allege death or catastrophic injuries) and the settlement was funded in May 2016. As of July 14, 2016, about 10 of the 500 above-mentioned claimants alleged arterial thromboembolic injuries.

Xarelto™: As of July 14, 2016, U.S. lawsuits from approximately 11,500 recipients of Xarelto™, an oral anticoagulant for the treatment and prevention of blood clots, had been served upon Bayer. Plaintiffs allege that users have suffered personal injuries from the use of Xarelto™, including cerebral, gastrointestinal or other bleeding and death, and seek compensatory and punitive damages. Additional lawsuits are anticipated. As of July 14, 2016, ten Canadian lawsuits relating to Xarelto™ seeking class action certification had been served upon Bayer.

Betaferon™ / Betaseron™: Since 2010, Bayer and Biogen Idec have been litigating in U.S. federal court about the validity of a Biogen patent and its alleged infringement by the production and distribution of Betaseron™, Bayer's drug product for the treatment of multiple sclerosis. In March 2016, the U.S. federal court decided a disputed issue regarding the scope of the patent in Biogen's favor. Bayer disagrees with the decision, which may be appealed at the conclusion of the proceedings in the U.S. federal court. This development does not change Bayer's belief that it has meritorious defenses in this dispute and that it will continue to defend itself vigorously.

Beyaz™ / Safyral™: In the patent infringement proceedings against Watson Laboratories, Inc., the U.S. Court of Appeals for the Federal Circuit in May 2016 invalidated the patent claims asserted by Bayer and reversed last year's judgment by a U.S. federal court. Bayer filed a petition for rehearing. Beyaz™ and Safyral™ are Bayer's oral contraceptives containing folate. In September 2015, a U.S. federal court ruled in favor of Bayer regarding both the validity of the patent and the infringement thereof by Watson. Watson had filed Abbreviated New Drug Applications with a Paragraph IV certification ("ANDA IV") seeking approval of generic versions of both Beyaz™ and Safyral™ in the United States and appealed the decision.

Finacea™: In May 2016, the U.S. Court of Appeals for the Federal Circuit affirmed last year's decision by a U.S. federal court that Bayer's patent relating to Finacea™ topical gel is valid and infringed by Glen-mark Generics Ltd. Glenmark had filed an ANDA IV seeking approval of a generic version of Finacea™ in the United States and appealed the U.S. federal court decision.

Related parties

Related parties as defined in IAS 24 (Related Party Disclosures) are those legal entities and natural persons that are able to exert influence on Bayer AG and its subsidiaries or over which Bayer AG or its subsidiaries exercise control or have a significant influence. They include, in particular, nonconsolidated subsidiaries, joint ventures and associates included in the consolidated financial statements at cost of acquisition or using the equity method, post-employment benefit plans and the corporate officers of Bayer AG.

On April 19, 2016, Bayer AG increased the coverage of Bayer Pension Trust e.V with the deposit of 10 million of the shares it held in Covestro AG. The number of shares deposited amounted to 4.9% of the issued shares of Covestro AG and had a value of €337 million.

Sales to related parties were not material from the viewpoint of the Bayer Group. Goods and services to the value of €0.2 billion were procured from the associated company PO JV, LP, Wilmington, Delaware, United States, mainly in the course of normal business operations. There was no significant change in receivables vis-à-vis related parties compared with December 31, 2015. Payables increased by €0.2 billion, primarily vis-à-vis the newly established joint venture with CRISPR Therapeutics AG, Basel, Switzerland.

Other information

The Annual Stockholders' Meeting on April 29, 2016, approved the proposal by the Board of Management and the Supervisory Board that a dividend of €2.50 per share be paid for the 2015 fiscal year.

The actions of the members of the Board of Management and the Supervisory Board were ratified.

Two stockholder representatives were elected to the Supervisory Board in accordance with the nominations submitted by the Supervisory Board.

The compensation system for the members of the Board of Management was approved as proposed by the Board of Management and the Supervisory Board.

PricewaterhouseCoopers Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Essen, was elected as the auditor of the annual and consolidated financial statements for the fiscal year 2016 and to review the condensed financial statements and interim management report as of June 30, 2016 as well as to review the condensed financial statements and interim management report as of September 30, 2016.

Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, Munich, was elected to review the condensed financial statements and interim management report as of March 31, 2017.

Leverkusen, July 25, 2016

Bayer Aktiengesellschaft

The Board of Management

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Werner Baumann
Liam Condon Johannes Dietsch Dr. Hartmut Klusik
Kemal Malik Erica Mann Dieter Weinand

Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Bayer Group, and the interim management report includes a fair review of the development and performance of the business and the position of the Bayer Group, together with a description of the principal opportunities and risks associated with the expected development of the Bayer Group for the remaining months of the financial year.

Leverkusen, July 25, 2016

Bayer Aktiengesellschaft

The Board of Management

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Werner Baumann
Liam Condon Johannes Dietsch Dr. Hartmut Klusik
Kemal Malik Erica Mann Dieter Weinand

Review Report

To Bayer Aktiengesellschaft, Leverkusen

We have reviewed the condensed consolidated interim financial statements - comprising the consolidated income statement and statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the condensed consolidated statement of changes in equity and selected explanatory notes - and the interim group management report of Bayer AG for the period from January 1, 2016 to June 30, 2016 which are part of the half-year financial report pursuant to § (Article) 37w WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the condensed consolidated interim financial statements in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and of the interim group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent Company's Board of Management. Our responsibility is to issue a review report on the condensed consolidated interim financial statements and on the interim group management report based on our review.

We conducted our review of the condensed consolidated interim financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW) and additionally observed the International Standard on Review Engagements "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE 2410). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot express an audit opinion.

Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU nor that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.

Essen, July 26, 2016

PricewaterhouseCoopers

Aktiengesellschaft

Wirtschaftsprüfungsgesellschaft

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Dr. Peter Bartels Eckhard Sprinkmeier
Wirtschaftsprüfer Wirtschaftsprüfer

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