Interim / Quarterly Report • Nov 12, 2025
Interim / Quarterly Report
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| Change (%) | Change (%) | |||||||
|---|---|---|---|---|---|---|---|---|
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Sales | 9,968 | 9,660 | –3.1 | +0.9 | 34,877 | 34,137 | –2.1 | +0.5 |
| Change in sales1 | ||||||||
| Volume | –1.0% | +5.0% | +0.1% | +1.6% | ||||
| Price | +1.6% | –4.1% | +0.8% | –1.1% | ||||
| Currency | –4.2% | –4.5% | –3.4% | –3.0% | ||||
| Portfolio | 0.0% | +0.5% | 0.0% | +0.4% | ||||
| Sales by region | ||||||||
| Europe/Middle East/Africa | 3,020 | 2,923 | –3.2 | –3.8 | 11,011 | 10,632 | –3.4 | –3.6 |
| North America | 2,569 | 2,729 | +6.2 | +12.6 | 12,483 | 12,671 | +1.5 | +3.4 |
| Asia/Pacific | 1,895 | 1,655 | –12.7 | –6.9 | 5,916 | 5,736 | –3.0 | –0.2 |
| Latin America | 2,484 | 2,353 | –5.3 | +0.5 | 5,467 | 5,098 | –6.7 | +2.9 |
| EBITDA1 | 939 | 462 | –50.8 | 6,811 | 4,245 | –37.7 | ||
| Special items1 | (311) | (1,049) | (962) | (3,456) | ||||
| EBITDA before special items1 | 1,251 | 1,511 | +20.8 | 7,774 | 7,701 | –0.9 | ||
| EBITDA margin before special items1 | 12.6% | 15.6% | 22.3% | 22.6% | ||||
| EBIT1 | (3,822) | (543) | (205) | 1,794 | ||||
| Special items1 | (4,088) | (1,064) | (4,785) | (2,632) | ||||
| EBIT before special items1 | 267 | 521 | +95.1 | 4,581 | 4,426 | –3.4 | ||
| Financial result | (525) | (618) | (1,648) | (1,551) | ||||
| Net income (from continuing and discontinued operations) |
(4,183) | (963) | (2,217) | 137 | ||||
| Earnings per share from continuing and discontinued operations (€) |
(4.26) | (0.98) | (2.26) | 0.14 | ||||
| Core earnings per share1 from continuing operations (€) |
0.24 | 0.57 | +137.5 | 4.00 | 4.29 | +7.3 | ||
| Net cash provided by (used in) operating activities (from continuing and discontinued operations) |
2,111 | 1,685 | –20.2 | 2,371 | 1,728 | –27.1 | ||
| Free cash flow1 | 1,148 | 596 | –48.1 | (205) | (807) | |||
| Net financial debt (at end of period) | 35,037 | 32,708 | –6.6 | 35,037 | 32,708 | –6.6 | ||
| Cash flow-relevant capital expenditures (from continuing and discontinued operations) |
605 | 836 | +38.2 | 1,679 | 1,689 | +0.6 | ||
| Research and development expenses | 1,559 | 1,498 | –3.9 | 4,484 | 4,364 | –2.7 | ||
| Depreciation, amortization and impairment losses/loss reversals |
4,761 | 1,005 | –78.9 | 7,016 | 2,451 | –65.1 | ||
| Number of employees (at end of period)2 |
94,245 | 88,502 | –6.1 | 94,245 | 88,502 | –6.1 | ||
| Personnel expenses (including pension expenses and restructuring measures) |
3,145 | 2,622 | –16.6 | 9,235 | 8,625 | –6.6 |
Fx & p adj. = currency- and portfolio-adjusted
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group." 2 Employees calculated as full-time equivalents (FTEs)
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In the third quarter of 2025, we announced that the new drug application for our investigational contrast agent gadoquatrane had been accepted for review in both the United States and China. Gadoquatrane is being developed for use in contrast-enhanced magnetic resonance imaging of the central nervous system and other body regions in adults and pediatric patients including term neonates.
In October, we announced that elinzanetant had been approved in the United States for the treatment of moderate to severe menopause-related vasomotor symptoms (VMS, also known as hot flashes) under the brand name Lynkuet™.
In September, we entered into an agreement regarding the global divestment of our anti-infective product Avelox™, subject to customary regulatory filings. The transaction is expected to close in the first quarter of 2026.
The Supervisory Board of Bayer AG has appointed Dr. Judith Hartmann to the company's Board of Management, effective March 1, 2026. She will succeed Wolfgang Nickl as the company's Chief Financial Officer (CFO) on June 1, 2026.
Group sales came in at €9,660 million in the third quarter of 2025 (Q3 2024: €9,968 million; Fx & portfolio adj.: +0.9%; reported: –3.1%). There was a negative currency effect of €447 million (Q3 2024: €436 million). Sales in Germany amounted to €573 million (Q3 2024: €547 million).
Sales at Crop Science were up year on year (Fx & portfolio adj.). Growth was largely driven by strong gains for Corn Seed & Traits and our non-glyphosate-based herbicides, which more than offset the impact of regulatory headwinds in the United States and Europe. Sales at Pharmaceuticals were level with the previous year (Fx & portfolio adj.). We registered significant gains for Nubeqa™ and Kerendia™, along with continued growth for the Mirena™ product family and our Radiology business. By contrast, headwinds mainly related to declines for Xarelto™, with business down as expected due to patent expirations, as well as lower Eylea™ sales. Sales at Consumer Health increased thanks to gains in the Dermatology, Digestive Health and Pain & Cardio categories. By contrast, sales were down in the Allergy & Cold business.
Group EBITDA before special items rose by 20.8% to €1,511 million. This figure included a negative currency effect of €42 million (Q3 2024: €94 million). At Crop Science, we registered an increase in EBITDA before special items that was largely attributable to a significant decrease in the cost of goods sold. Pharmaceuticals posted a decline in EBITDA before specials items that was primarily due to negative currency effects and higher R&D expenses. At Consumer Health, EBITDA before special items came in at the prior-year level. In the Reconciliation, we recorded an increase in EBITDA before special items that was partly driven by lower expenses in connection with personnel-related adjustments as well as hyperinflation-related effects. The Group EBITDA margin before special items came in at 15.6%.
For definition of alternative performance measures see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
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Group EBIT amounted to minus €543 million (Q3 2024: minus €3,822 million) after net special charges of €1,064 million (Q3 2024: €4,088 million) that primarily related to allocations to provisions for litigations. EBIT before special items rose by 95.1% to €521 million (Q3 2024: €267 million).
The following special items were taken into account in calculating EBIT and EBITDA:
| A 1 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Special Items 1 by Category | ||||||||
| € million | EBIT Q3 2024 |
EBIT Q3 2025 |
EBIT 9M 2024 |
EBIT 9M 2025 |
EBITDA Q3 2024 |
EBITDA Q3 2025 |
EBITDA 9M 2024 |
EBITDA 9M 2025 |
| Total special items | (4,088) | (1,064) | (4,785) | (2,632) | (311) | (1,049) | (962) | (3,456) |
| Restructuring | (266) | (111) | (795) | (399) | (266) | (96) | (790) | (383) |
| of which in the Reconciliation | (27) | (2) | (165) | (15) | (27) | (2) | (164) | (15) |
| Divestments/closures | (2) | _ | (44) | (3) | (2) | _ | (3) | (3) |
| Litigation/legal risks | (48) | (934) | (229) | (3,040) | (48) | (934) | (229) | (3,040) |
| of which in the Reconciliation | (56) | (237) | (265) | (812) | (56) | (237) | (265) | (812) |
| Impairment losses/loss reversals 2 |
(3,777) | _ | (3,777) | 840 | _ | _ | _ | _ |
| Other | 5 | (19) | 60 | (30) | 5 | (19) | 60 | (30) |
<sup>1 For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
After a financial result of minus €618 million (Q3 2024: minus €525 million), income before income taxes amounted to minus €1,161 million (Q3 2024: minus €4,347 million). The decline in the financial result was partly due to an increase in net interest expense and a deterioration in the balance of miscellaneous financial income and expenses. These effects were partly offset by an improvement in the balance of income and losses from investments in affiliated companies. Including income from income taxes of €202 million (Q3 2024: €153 million) and accounting for noncontrolling interest, net income amounted to minus €963 million (Q3 2024: minus €4,183 million).
| A 2 | ||||
|---|---|---|---|---|
| Financial Result 1 | ||||
| € million | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
| Income (loss) from investments in affiliated companies | (42) | 16 | (97) | 6 |
| Net interest expense | (361) | (454) | (1,078) | (1,148) |
| Other financial income/(expenses) | (122) | (180) | (473) | (409) |
| of which interest portion of discounted provisions | (90) | (85) | (308) | (254) |
| of which exchange gain (loss) | (66) | (88) | (127) | (100) |
| of which miscellaneous financial income/(expenses) | 34 | (7) | (38) | (55) |
| Total | (525) | (618) | (1,648) | (1,551) |
| of which special items (net) | (123) | (271) | (270) | (404) |
<sup>1 Further information on the financial result is given in Note [10] of the Annual Report 2024.
<sup>2 Where not already included in the other special items categories
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Core earnings per share rose by 137.5% to €0.57 (Q3 2024: €0.24), largely driven by the increase in earnings at the Crop Science Division and in the Reconciliation.
Earnings per share (total) came in at minus €0.98 (Q3 2024: minus €4.26). The difference between this figure and the one for core earnings per share is mainly due to special items in connection with litigations as well as amortization.
| A 3 | ||||
|---|---|---|---|---|
| Core Earnings per Share1 | ||||
| € million | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
| EBIT1 (as per income statements) | (3,822) | (543) | (205) | 1,794 |
| Amortization and impairment losses/loss reversals on goodwill and other intangible assets |
4,319 | 569 | 5,707 | 1,177 |
| Impairment losses (+)/loss reversals (–) on property, plant and equipment, and accelerated depreciation included in special items |
40 | 50 | 116 | 101 |
| Special charges (+)/special gains (–) (other than accelerated depreciation, amortization and impairment losses/loss reversals) |
312 | 1,049 | 963 | 3,456 |
| Core EBIT1 | 849 | 1,125 | 6,581 | 6,528 |
| Financial result (as per income statements) | (525) | (618) | (1,648) | (1,551) |
| Special charges (+)/special gains (–) in the financial result2 | 123 | 271 | 270 | 404 |
| Income taxes (as per income statements) | 153 | 202 | (365) | (88) |
| Tax effects related to amortization, impairment losses/loss reversals and special items |
(355) | (415) | (886) | (1,064) |
| Income after income taxes attributable to noncontrolling interest (as per income statements) |
11 | (4) | 1 | (18) |
| Above-mentioned adjustments attributable to noncontrolling interest | (16) | (1) | (17) | (2) |
| Core net income from continuing operations | 240 | 559 | 3,936 | 4,209 |
| Shares (million) | ||||
| Weighted average number of shares | 982.42 | 982.42 | 982.42 | 982.42 |
| € | ||||
| Core earnings per share from continuing operations1 | 0.24 | 0.57 | 4.00 | 4.29 |
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
The number of employees in the Bayer Group as of the closing date fell by 6.1% year on year to 88,502 (September 30, 2024: 94,245). Personnel expenses decreased by 16.6% to €2,622 million in the third quarter (Q3 2024: €3,145 million), mainly due to significant savings generated by the reduction in headcount as well as to lower expenses for our restructuring programs compared with the prior-year quarter.
Mainly includes interest expense in connection with litigations/legal risks
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| Change (%)1 | Change (%)1 | |||||||
|---|---|---|---|---|---|---|---|---|
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Sales | 3,986 | 3,858 | –3.2 | +1.3 | 16,874 | 16,226 | –3.8 | –0.6 |
| Change in sales1 | ||||||||
| Volume | –3.3% | +4.6% | +0.2% | –0.2% | ||||
| Price | –0.3% | –3.3% | –2.2% | –0.4% | ||||
| Currency | –5.1% | –4.5% | –2.3% | –3.2% | ||||
| Portfolio | 0.0% | 0.0% | 0.0% | 0.0% | ||||
| Sales by region | ||||||||
| Europe/Middle East/Africa | 776 | 758 | –2.3 | –1.3 | 3,951 | 3,873 | –2.0 | –0.4 |
| North America | 772 | 784 | +1.6 | +8.1 | 7,254 | 6,915 | –4.7 | –3.6 |
| Asia/Pacific | 439 | 400 | –8.9 | –1.1 | 1,569 | 1,569 | – | +4.4 |
| Latin America | 1,999 | 1,916 | –4.2 | +0.2 | 4,100 | 3,869 | –5.6 | +2.6 |
| EBITDA1 | (57) | (592) | 3,178 | 1,001 | –68.5 | |||
| Special items1 | (92) | (764) | (230) | (2,421) | ||||
| EBITDA before special items1 | 35 | 172 | 3,408 | 3,422 | +0.4 | |||
| EBITDA margin before special items1 | 0.9% | 4.5% | 20.2% | 21.1% | ||||
| EBIT1 | (4,420) | (1,187) | (2,586) | (215) | ||||
| Special items1 | (3,869) | (779) | (4,007) | (1,597) | ||||
| EBIT before special items1 | (551) | (408) | 1,421 | 1,382 | –2.7 | |||
| Net cash provided by (used in) operating activities |
892 | 436 | –51.1 | (454) | (1,336) | |||
| Cash flow-relevant capital expenditures |
284 | 259 | –8.8 | 760 | 627 | –17.5 | ||
| Research and development expenses2 | 651 | 636 | –2.3 | 1,894 | 1,621 | –14.4 |
Fx & p adj. = currency- and portfolio-adjusted
Sales at Crop Science rose by 1.3% (Fx & portfolio adj.) to €3,858 million in the third quarter of 2025. Growth was driven by strong gains for Corn Seed & Traits and our non-glyphosate-based herbicides, which more than offset the impact of regulatory headwinds at Soybean Seed & Traits in the United States and Insecticides in Europe.
1 For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group." 2
After special items and depreciation/amortization/impairments
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A 5
| Sales by Strategic Business Entity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Change (%)1 | Change (%)1 | |||||||
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Crop Science | 3,986 | 3,858 | –3.2 | +1.3 | 16,874 | 16,226 | –3.8 | –0.6 |
| Corn Seed & Traits | 652 | 760 | +16.6 | +22.4 | 5,105 | 5,410 | +6.0 | +8.8 |
| Herbicides2 | 1,178 | 1,155 | –2.0 | +2.8 | 4,176 | 4,075 | –2.4 | +1.5 |
| of which glyphosate-based products2 |
697 | 667 | –4.3 | +0.6 | 2,053 | 1,910 | –7.0 | –3.0 |
| Fungicides | 727 | 651 | –10.5 | –6.3 | 2,371 | 2,201 | –7.2 | –3.4 |
| Soybean Seed & Traits | 598 | 521 | –12.9 | –9.6 | 1,708 | 1,436 | –15.9 | –13.7 |
| Insecticides | 381 | 331 | –13.1 | –9.3 | 1,209 | 1,016 | –16.0 | –11.6 |
| Vegetable Seeds | 164 | 172 | +4.9 | +9.1 | 559 | 563 | +0.7 | +5.0 |
| Cotton Seed3 | 9 | (9) | 426 | 314 | –26.3 | –25.5 | ||
| Other2 | 277 | 277 | – | +5.0 | 1,320 | 1,211 | –8.3 | –5.9 |
Fx & p adj. = currency- and portfolio-adjusted
EBITDA before special items at Crop Science increased to €172 million in the third quarter of 2025 (Q3 2024: €35 million). Earnings growth was mainly driven by a decline in the cost of goods sold as well as cost savings generated by our efficiency programs. By contrast, there was a negative currency effect of €21 million (Q3 2024: positive currency effect of €32 million). The EBITDA margin before special items rose by 3.6 percentage points to 4.5%.
EBIT came in at minus €1,187 million (Q3 2024: minus €4,420 million) in the third quarter of 2025 after net special charges of €779 million (Q3 2024: €3,869 million) that were primarily attributable to litigation-related expenses.
| A 6 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Special Items1 Crop Science |
||||||||
| € million | EBIT Q3 2024 |
EBIT Q3 2025 |
EBIT 9M 2024 |
EBIT 9M 2025 |
EBITDA Q3 2024 |
EBITDA Q3 2025 |
EBITDA 9M 2024 |
EBITDA 9M 2025 |
| Restructuring | (86) | (80) | (252) | (207) | (86) | (65) | (252) | (191) |
| Litigation/legal risks | (6) | (699) | 22 | (2,230) | (6) | (699) | 22 | (2,230) |
| Impairment losses/loss reversals | (3,777) | – | (3,777) | 840 | – | – | – | – |
| Total special items | (3,869) | (779) | (4,007) | (1,597) | (92) | (764) | (230) | (2,421) |
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
Starting this year, we now report our Industrial Turf & Ornamental business outside the United States under Herbicides, glyphosate-based products. This is expected to result in an effect of approximately €20 million for full-year 2025. The prior-year figures are presented accordingly.
The third quarter is mainly characterized by effects arising from the adjustment of provisions for licenses, product returns and customer rebates in connection with the end of the season.
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| Key Data – Pharmaceuticals | ||||||||
|---|---|---|---|---|---|---|---|---|
| Change (%)1 | Change (%)1 | |||||||
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Sales | 4,510 | 4,335 | –3.9 | +0.4 | 13,473 | 13,353 | –0.9 | +1.7 |
| Change in sales1 | ||||||||
| Volume | 0.0% | +7.0% | +1.5% | +4.3% | ||||
| Price | +2.3% | –6.6% | +2.1% | –2.6% | ||||
| Currency | –2.9% | –4.3% | –3.8% | –2.6% | ||||
| Portfolio | 0.0% | 0.0% | 0.0% | 0.0% | ||||
| Sales by region | ||||||||
| Europe/Middle East/Africa | 1,682 | 1,548 | –8.0 | –7.2 | 5,316 | 4,870 | –8.4 | –7.8 |
| North America | 1,309 | 1,493 | +14.1 | +20.6 | 3,675 | 4,250 | +15.6 | +18.9 |
| Asia/Pacific | 1,239 | 1,049 | –15.3 | –10.3 | 3,698 | 3,527 | –4.6 | –2.4 |
| Latin America | 280 | 245 | –12.5 | –1.3 | 784 | 706 | –9.9 | +4.0 |
| EBITDA1 | 1,007 | 1,007 | – | 3,399 | 3,297 | –3.0 | ||
| Special items1 | (95) | (38) | (219) | (184) | ||||
| EBITDA before special items1 | 1,102 | 1,045 | –5.2 | 3,618 | 3,481 | –3.8 | ||
| EBITDA margin before special items1 | 24.4% | 24.1% | 26.9% | 26.1% | ||||
| EBIT1 | 768 | 758 | –1.3 | 2,680 | 2,545 | –5.0 | ||
| Special items1 | (95) | (38) | (223) | (184) | ||||
| EBIT before special items1 | 863 | 796 | –7.8 | 2,903 | 2,729 | –6.0 | ||
| Net cash provided by operating activities |
1,277 | 1,247 | –2.3 | 3,133 | 2,901 | –7.4 | ||
| Cash flow-relevant capital expenditures |
182 | 249 | +36.8 | 622 | 594 | –4.5 | ||
| Research and development expenses | 812 | 796 | –2.0 | 2,390 | 2,528 | +5.8 |
Fx & p adj. = currency- and portfolio-adjusted
Sales at Pharmaceuticals came in at €4,335 million in the third quarter of 2025, and were therefore in line with the prior year on a currency- and portfolio-adjusted basis (+0.4%). We again registered significant gains for Nubeqa™ and Kerendia™, and also posted substantial growth for the Mirena™ product family and our Radiology business. By contrast, business headwinds mainly related to declines for Xarelto™ due to patent expirations, as well as lower Eylea™ sales.
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
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| Change (%)1 | Change (%)1 | |||||||
|---|---|---|---|---|---|---|---|---|
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Eylea™ | 848 | 731 | –13.8 | –11.2 | 2,473 | 2,408 | –2.6 | –0.9 |
| Xarelto™ | 802 | 540 | –32.7 | –31.4 | 2,632 | 1,823 | –30.7 | –29.9 |
| Nubeqa™ | 417 | 622 | +49.2 | +56.2 | 1,080 | 1,683 | +55.8 | +59.8 |
| Mirena™/Kyleena™/Jaydess™ | 317 | 367 | +15.8 | +22.9 | 932 | 1,037 | +11.3 | +15.0 |
| Kerendia™ | 126 | 221 | +75.4 | +85.4 | 326 | 565 | +73.3 | +79.3 |
| Adempas™ | 182 | 186 | +2.2 | +6.6 | 534 | 554 | +3.7 | +6.1 |
| YAZ™/Yasmin™/Yasminelle™ | 169 | 167 | –1.2 | +3.9 | 502 | 527 | +5.0 | +8.4 |
| Kovaltry™/Jivi™ | 173 | 150 | –13.3 | –9.0 | 520 | 458 | –11.9 | –9.7 |
| CT Fluid Delivery | 142 | 142 | 0.0 | +5.9 | 415 | 431 | +3.9 | +6.6 |
| Ultravist™ | 124 | 137 | +10.5 | +18.4 | 360 | 415 | +15.3 | +20.5 |
| Aspirin™ Cardio | 149 | 100 | –32.9 | –28.5 | 460 | 404 | –12.2 | –9.0 |
| Adalat™ | 123 | 116 | –5.7 | +1.2 | 362 | 383 | +5.8 | +9.3 |
| Gadovist™ product family | 101 | 101 | 0.0 | +3.6 | 314 | 309 | –1.6 | +1.7 |
| Stivarga™ | 114 | 80 | –29.8 | –26.8 | 351 | 261 | –25.6 | –23.9 |
| Glucobay™ | 41 | 44 | +7.3 | +14.9 | 118 | 133 | +12.7 | +16.7 |
| Total best-selling products | 3,828 | 3,704 | –3.2 | +1.1 | 11,379 | 11,391 | +0.1 | +2.6 |
Fx & p adj. = currency- and portfolio-adjusted
EBITDA before special items at Pharmaceuticals decreased by 5.2% to €1,045 million in the third quarter of 2025 (Q3 2024: €1,102 million). Earnings were mainly impacted by a negative currency effect of €46 million (Q3 2024: €134 million) and an increase in R&D expenses that was partly attributable to higher investments in early-stage research and our cell and gene therapy and chemoproteomics technologies. In addition, negative pricing developments in connection with patent expirations and the Inflation Reduction Act in the United States were only partially offset by a strong increase in volumes. By contrast, earnings benefited from cost savings generated by our efficiency programs as well as lower allocations to provisions for the Group-wide short-term incentive (STI) program. The EBITDA margin before special items declined by 0.3 percentage points to 24.1%.
Proportion of Pharmaceuticals sales 85% 85% 84% 85%
EBIT came in at €758 million in the third quarter of 2025 (Q3 2024: €768 million) after net special charges of €38 million (Q3 2024: €95 million) that mainly related to ongoing restructuring projects.
A 8
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
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| A 9 | |
|---|---|
| Special Items1 Pharmaceuticals |
||||||||
|---|---|---|---|---|---|---|---|---|
| € million | EBIT Q3 2024 |
EBIT Q3 2025 |
EBIT 9M 2024 |
EBIT 9M 2025 |
EBITDA Q3 2024 |
EBITDA Q3 2025 |
EBITDA 9M 2024 |
EBITDA 9M 2025 |
| Restructuring | (112) | (21) | (296) | (153) | (112) | (21) | (292) | (153) |
| Divestments/closures | (2) | – | (1) | (3) | (2) | – | (1) | (3) |
| Litigation/legal risks | 14 | 2 | 14 | 2 | 14 | 2 | 14 | 2 |
| Other | 5 | (19) | 60 | (30) | 5 | (19) | 60 | (30) |
| Total special items | (95) | (38) | (223) | (184) | (95) | (38) | (219) | (184) |
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
| Change (%)1 | Change (%)1 | |||||||
|---|---|---|---|---|---|---|---|---|
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Sales | 1,413 | 1,415 | +0.1 | +2.0 | 4,303 | 4,341 | +0.9 | +1.6 |
| Change in sales1 | ||||||||
| Volume | +0.5% | +0.9% | –6.0% | +0.8% | ||||
| Price | +5.2% | +1.1% | +8.9% | +0.8% | ||||
| Currency | –5.5% | –5.5% | –6.1% | –3.8% | ||||
| Portfolio | 0.0% | +3.6% | –0.1% | +3.1% | ||||
| Sales by region | ||||||||
| Europe/Middle East/Africa | 502 | 567 | +12.9 | +5.1 | 1,520 | 1,676 | +10.3 | +3.2 |
| North America | 489 | 451 | –7.8 | –1.8 | 1,553 | 1,505 | –3.1 | –0.5 |
| Asia/Pacific | 216 | 205 | –5.1 | +0.9 | 648 | 640 | –1.2 | +1.5 |
| Latin America | 206 | 192 | –6.8 | +4.9 | 582 | 520 | –10.7 | +3.0 |
| EBITDA1 | 319 | 355 | +11.3 | 921 | 1,012 | +9.9 | ||
| Special items1 | (41) | (8) | (84) | (24) | ||||
| EBITDA before special items1 | 360 | 363 | +0.8 | 1,005 | 1,036 | +3.1 | ||
| EBITDA margin before special items1 | 25.5% | 25.7% | 23.4% | 23.9% | ||||
| EBIT1 | 222 | 262 | +18.0 | 586 | 728 | +24.2 | ||
| Special items1 | (41) | (8) | (125) | (24) | ||||
| EBIT before special items1 | 263 | 270 | +2.7 | 711 | 752 | +5.8 | ||
| Net cash provided by operating activities |
198 | 260 | +31.3 | 555 | 859 | +54.8 | ||
| Cash flow-relevant capital expenditures |
43 | 41 | –4.7 | 114 | 107 | –6.1 | ||
| Research and development expenses | 62 | 52 | –16.1 | 182 | 169 | –7.1 | ||
Fx & p adj. = currency- and portfolio-adjusted
Sales at Consumer Health rose by 2.0% (Fx & portfolio adj.) to €1,415 million in the third quarter of 2025. Growth was held back by an increasingly challenging environment in key markets in North America and Asia/Pacific. We registered gains in the Dermatology, Digestive Health and Pain & Cardio categories, but posted a decline in the Allergy & Cold business.
// Sales in Europe/Middle East/Africa were up year on year. We achieved strong gains at Dermatology, driven by Priorin™ and Bepanthen™, and at Digestive Health, mainly thanks to Iberogast™. Our Nutritionals business also delivered strong growth. In addition, the acquisition of Natsana GmbH, Germany, had a positive impact on absolute sales in this category, with these sales contributions accounted for as a portfolio effect. By contrast, business in the Allergy & Cold category was down substantially against a strong prior-year quarter.
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
{10}------------------------------------------------
A 11
| Sales by Category | ||||||||
|---|---|---|---|---|---|---|---|---|
| Change (%)1 | Change (%)1 | |||||||
| € million | Q3 2024 | Q3 2025 | Reported | Fx & p adj. | 9M 2024 | 9M 2025 | Reported | Fx & p adj. |
| Consumer Health | 1,413 | 1,415 | +0.1 | +2.0 | 4,303 | 4,341 | +0.9 | +1.6 |
| Nutritionals | 326 | 360 | +10.4 | +1.1 | 1,017 | 1,073 | +5.5 | –3.8 |
| Dermatology | 345 | 355 | +2.9 | +7.0 | 1,068 | 1,081 | +1.2 | +4.4 |
| Allergy & Cold | 315 | 277 | –12.1 | –7.8 | 915 | 890 | –2.7 | –0.2 |
| Digestive Health | 217 | 222 | +2.3 | +6.5 | 684 | 698 | +2.0 | +4.8 |
| Pain & Cardio | 201 | 194 | –3.5 | +6.5 | 594 | 575 | –3.2 | +4.7 |
| Other | 9 | 7 | –22.2 | –13.1 | 25 | 24 | –4.0 | +3.4 |
Fx & p adj. = currency- and portfolio-adjusted
EBITDA before special items came in at €363 million in the third quarter of 2025, and was therefore level with the prior year (Q3 2024: €360 million; +0.8%). Earnings benefited from the increase in sales as well as our continuous cost management efforts, which primarily resulted in lower selling expenses. By contrast, we registered a negative currency effect of €25 million (Q3 2024: positive currency effect of €7 million) and an increase in the cost of goods sold. The EBITDA margin before special items rose by 0.2 percentage points to 25.7%.
EBIT amounted to €262 million in the third quarter of 2025 (Q3 2024: €222 million) after special charges of €8 million (Q3 2024: €41 million) relating to restructuring.
| A 12 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Special Items1 Consumer Health |
||||||||
| € million | EBIT Q3 2024 |
EBIT Q3 2025 |
EBIT 9M 2024 |
EBIT 9M 2025 |
EBITDA Q3 2024 |
EBITDA Q3 2025 |
EBITDA 9M 2024 |
EBITDA 9M 2025 |
| Restructuring | (41) | (8) | (82) | (24) | (41) | (8) | (82) | (24) |
| Divestments/closures | – | – | (43) | – | – | – | (2) | – |
| Total special items | (41) | (8) | (125) | (24) | (41) | (8) | (84) | (24) |
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
{11}------------------------------------------------
// Net operating cash flow amounted to €1,685 million in the third quarter of 2025 (Q3 2024: €2,111 million). This year-on-year decline was partly due to higher payments to resolve legal proceedings, which largely related to the glyphosate litigations and resulted in a net outflow of €703 million (Q3 2024: €189 million).
// Free cash flow (total), which is the total operating cash flow less capital expenditures plus interest and dividends received less interest paid, came in at €596 million in the third quarter of 2025 (Q3 2024: €1,148 million), mainly due to the decrease in operating cash flow.
{12}------------------------------------------------
Based on our solid business performance overall in the first nine months of the year, we confirm the upgraded full-year Group guidance that we published in the 2025 Half-Year Financial Report.
For Consumer Health, we now project currency- and portfolio-adjusted sales growth of -1% to +1% as the division navigates an increasingly challenging market environment. We had previously expected currency- and portfolio-adjusted sales growth at the division to come in at the lower end of the projected range of +2% to +5%. However, we do not anticipate any impact with respect to our guidance for the division's EBITDA margin before special items.
In view of the additional allocations to provisions for litigations in the third quarter, we now expect special items in full-year EBITDA to come in at minus €4.0 to minus €3.5 billion (previous forecast: minus €3.5 to minus €2.5 billion), and special items in full-year EBIT to come in at minus €3.0 to minus €2.5 billion (previous forecast: minus €2.5 to minus €1.5 billion).
{13}------------------------------------------------
| B 1 | ||||
|---|---|---|---|---|
| € million | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
| Net sales | 9,968 | 9,660 | 34,877 | 34,137 |
| Cost of goods sold | (5,090) | (4,307) | (15,547) | (14,296) |
| Gross profit | 4,878 | 5,353 | 19,330 | 19,841 |
| Selling expenses | (3,158) | (2,923) | (9,765) | (9,114) |
| Research and development expenses | (1,559) | (1,498) | (4,484) | (4,364) |
| General administration expenses | (567) | (482) | (1,838) | (1,543) |
| Other operating income | 327 | 316 | 1,119 | 1,223 |
| Other operating expenses | (3,743) | (1,309) | (4,567) | (4,249) |
| EBIT1 | (3,822) | (543) | (205) | 1,794 |
| Equity-method income (loss) | (33) | 14 | (82) | (13) |
| Financial income | 150 | 130 | 407 | 302 |
| Financial expenses | (642) | (762) | (1,973) | (1,840) |
| Financial result | (525) | (618) | (1,648) | (1,551) |
| Income before income taxes | (4,347) | (1,161) | (1,853) | 243 |
| Income taxes | 153 | 202 | (365) | (88) |
| Income after income taxes | (4,194) | (959) | (2,218) | 155 |
| of which attributable to noncontrolling interest | (11) | 4 | (1) | 18 |
| of which attributable to Bayer AG stockholders (net income) | (4,183) | (963) | (2,217) | 137 |
| € | ||||
| Earnings per share | ||||
| Basic | (4.26) | (0.98) | (2.26) | 0.14 |
| Diluted | (4.26) | (0.98) | (2.26) | 0.14 |
For definition see Annual Report 2024, A 2.3 "Alternative Performance Measures Used by the Bayer Group."
{14}------------------------------------------------
B 2
€ million Sept. 30, 2024 Dec. 31, 2024 Sept. 30, 2025 Noncurrent assets Goodwill 28,640 30,016 28,084 Other intangible assets 21,608 22,112 19,966 Property, plant and equipment 13,178 13,456 12,485 Investments accounted for using the equity method 781 820 560 Other financial assets 2,323 2,260 2,257 Other receivables 1,413 1,578 1,626 Deferred taxes 5,872 6,164 6,351 73,815 76,406 71,329 Current assets Inventories 12,945 13,467 12,332 Trade accounts receivable 10,307 8,966 9,988 Other financial assets 1,720 2,266 1,345 Other receivables 1,921 2,052 1,872 Claims for income tax refunds 1,602 1,480 1,424 Cash and cash equivalents 4,619 6,191 5,897 Assets held for sale 17 22 23 33,131 34,444 32,881 Total assets 106,946 110,850 104,210 Equity Capital stock 2,515 2,515 2,515 Capital reserves 18,261 18,261 18,261 Other reserves 9,783 11,132 8,802 Equity attributable to Bayer AG stockholders 30,559 31,908 29,578 Equity attributable to noncontrolling interest 135 137 123 30,694 32,045 29,701 Noncurrent liabilities Provisions for pensions and other post-employment benefits 3,070 3,312 2,078 Other provisions 7,671 7,396 7,379 Refund liabilities 242 9 240 Contract liabilities 333 303 202 Financial liabilities 36,672 35,498 32,710 Income tax liabilities 1,572 1,346 1,237 Other liabilities 802 1,124 916 Deferred taxes 842 865 790 51,204 49,853 45,552 Current liabilities Other provisions 3,453 3,808 4,809 Refund liabilities 6,421 5,905 6,735 Contract liabilities 1,153 3,652 988 Financial liabilities 4,490 5,313 6,928 Trade accounts payable 6,561 7,518 6,381 Income tax liabilities 902 547 865 Other liabilities 2,068 2,209 2,251 25,048 28,952 28,957 Total equity and liabilities 106,946 110,850 104,210
{15}------------------------------------------------
B 3
€ million Q3 2024 Q3 2025 9M 2024 9M 2025 Income after income taxes (4,194) (959) (2,218) 155 Income taxes (153) (202) 365 88 Financial result 525 618 1,648 1,551 Income taxes paid (89) (178) (888) (792) Depreciation, amortization and impairment losses (loss reversals) 4,761 1,005 7,016 2,451 Change in pension provisions (120) (137) (395) (422) (Gains) losses on retirements of noncurrent assets (15) (33) (77) (278) Decrease (increase) in inventories (30) (116) 927 551 Decrease (increase) in trade accounts receivable 2,797 2,877 (1,332) (1,711) (Decrease) increase in trade accounts payable 270 342 (1,088) (649) Changes in other working capital, other noncash items (1,641) (1,532) (1,587) 784 Net cash provided by (used in) operating activities 2,111 1,685 2,371 1,728 Cash outflows for additions to property, plant, equipment and intangible assets (605) (836) (1,679) (1,689) Cash inflows from the sale of property, plant, equipment and other assets 41 62 142 165 Cash inflows (outflows) from divestments less divested cash 1 – 17 (1) Cash inflows from noncurrent financial assets 3 119 12 135 Cash outflows for noncurrent financial assets (49) (44) (143) (155) Cash outflows for acquisitions less acquired cash – (1) (95) (198) Interest and dividends received 152 105 407 258 Cash inflows from (outflows for) current financial assets 4,215 (472) 2,797 733 Net cash provided by (used in) investing activities 3,758 (1,067) 1,458 (752) Dividend payments (5) (8) (118) (116) Issuances of debt 1,673 3,440 4,603 5,935 Retirements of debt (6,201) (2,344) (8,209) (5,708) Interest paid including interest-rate swaps (510) (358) (1,309) (1,104) Interest received from interest-rate swaps – – 5 – Cash outflows for the purchase of additional interests in subsidiaries (11) – (41) – Net cash provided by (used in) financing activities (5,054) 730 (5,069) (993) Change in cash and cash equivalents due to business activities 815 1,348 (1,240) (17) Cash and cash equivalents at beginning of period 3,888 4,557 5,907 6,191 Change in cash and cash equivalents due to exchange rate movements (84) (8) (48) (277) Cash and cash equivalents at end of period 4,619 5,897 4,619 5,897
{16}------------------------------------------------
To find out more about the Bayer Group's legal risks, please see Note [30] to the Consolidated Financial Statements in the Bayer Annual Report 2024, which can be downloaded at www.bayer.com. Since the Bayer Annual Report 2024, the following significant changes have occurred in respect of the legal risks:
Roundup™ (glyphosate): A large number of lawsuits from plaintiffs claiming to have been exposed to glyphosate-based products manufactured by Bayer's subsidiary Monsanto have been served upon Monsanto in the United States. Glyphosate is the active ingredient contained in a number of Monsanto's herbicides, including Roundup™-branded products. Plaintiffs allege personal injuries resulting from exposure to those products.
As of October 15, 2025, there have been 28 Roundup™ trials concluded before both federal and state courts in California, Missouri, Oregon, Arkansas, Delaware, Illinois, Georgia and Pennsylvania. In 17 of those trials, favorable outcomes were achieved on behalf of Monsanto, including 13 defense verdicts, one hung jury resulting in a mistrial, one mistrial based on plaintiff's motion, one directed verdict on behalf of Monsanto, and one dismissal of plaintiff's claims with prejudice mid-trial. In the other 11 trials, the plaintiffs were awarded compensatory damages and, in most cases, a multiple thereof in punitive damages. In 2024, one of the 13 defense verdicts was overturned by the appellate court, and a re-trial has been scheduled for the second quarter of 2026. In April 2025, the company filed a petition for a writ of certiorari with the US Supreme Court in the Durnell case, shortly after the Missouri Supreme Court denied Monsanto's appeal. In its petition, the company argues that a split among federal circuit courts in the Roundup™ personal injury litigation, on the cross-cutting question of whether federal law preempts state-based failure-to-warn claims, warrants review and resolution. In June 2025, the US Supreme Court asked the Solicitor General to provide the Federal Government's view on whether the Court should hear the Durnell appeal. In the same month, Monsanto reached an agreement with one of the plaintiffs' law firms to settle approximately 17,000 claims. As of October 15, 2025, of the approximately 197,000 claims in total, approximately 132,000 have been settled or are not eligible for various reasons.
In 2025, three plaintiffs' verdicts (Caranci, Martel and Anderson) were affirmed by appellate courts without further reduction of the amounts awarded at the trial court level. In May 2025, the verdict in the Caranci case, the first trial in Philadelphia (comprised of approximately US\$25 million in compensatory damages and approximately US\$150 million in punitive damages), was affirmed by the Pennsylvania appeals court. In July 2025, the same court denied Monsanto's request for re-argument of the appeal; Monsanto has sought review by the Pennsylvania Supreme Court. In June 2025, the Pennsylvania appeals court upheld a judgement of approximately US\$3.5 million against Monsanto in the Martel case. Monsanto agreed, without admission of liability, to settle this case on mutually acceptable terms in August 2025. In May 2025, the plaintiffs' verdict (comprised of approximately US\$61 million in compensatory damages and approximately US\$550 million in punitive damages) in Anderson, a three plaintiff case tried in Missouri, was upheld by the appellate court. This verdict included an award of approximately US\$380 million for one plaintiff alone, an amount that far exceeds the amount allocated to a single plaintiff in the entire Roundup™ litigation. Based on outside counsel expertise, we deem the Anderson decision an outlier at this point of time. In July 2025, the company appealed the decision to the Missouri Supreme Court due to various legal errors. In September 2025, the Missouri Supreme Court denied Monsanto's appeal; the company intends to seek review by the US Supreme Court. As of September 30, 2025, Bayer's provision for the glyphosate litigation totaled US\$7.6 billion (€6.5 billion). This also includes adjustments in connection with potential strategic settlements regarding certain first instance plaintiffs' verdicts which are currently on appeal or in the post-trial motion phase.
BASF arbitration: In 2019, Bayer was served with a request for arbitration by BASF. BASF alleged indemnification claims under asset purchase agreements signed in 2017 and 2018 related to the divestment of certain Crop Science businesses to BASF. In 2022, the arbitral tribunal dismissed BASF's claims in their entirety. In 2023, the Higher Regional Court of Frankfurt am Main (Germany) rejected BASF's motion to set aside the award. However, the court found that the arbitral award was technically invalid because it did not comply with a German procedural rule regarding the signatures of the tribunal members. According to the court decision, the original arbitration proceedings had not yet come to an
{17}------------------------------------------------
end and still had to be concluded by a valid arbitration award that fully complies with the procedural rules. In 2024, the Federal Court of Justice overturned the decision of the Higher Regional Court of Frankfurt am Main and remanded the case back to the Higher Regional Court for a decision on the alleged grounds for annulment, ruling that the procedural rule regarding the signatures of the tribunal members had not been infringed. In June 2025, the Higher Regional Court decided to dismiss BASF's arguments and upheld the arbitration award. BASF still has the right to appeal against the decision to the Federal Court of Justice.
PCBs: Bayer's subsidiary Monsanto has been named in lawsuits brought by various governmental entities in the United States claiming that Monsanto, Pharmacia and Solutia, collectively should be responsible for a variety of damages due to PCBs in the environment, including bodies of water, regardless of how PCBs came to be located there. PCBs are chemicals that were widely used for various purposes until the manufacture of PCBs was prohibited by the EPA in the United States in 1979.
Monsanto faces numerous lawsuits claiming personal injury due to use of and exposure to PCB products in school buildings. One group of pending cases with approximately 250 plaintiffs claims a wide variety of personal injuries allegedly due to PCBs in the building products of the school Sky Valley Education Center ("SVEC") in King County, Washington. In June 2025, due to the specific circumstances and without admission of liability, Monsanto agreed to settle the claims of 22 plaintiffs in the Burke case on mutually acceptable terms. We continue to believe that Monsanto has meritorious defenses in the PCB matters, and Monsanto intends to defend itself vigorously, while also exploring settlements where strategically advantageous. In June 2025, Bayer expensed approximately €530 million, related to the Burke case, further potential settlements and other litigation costs. In August 2025, Monsanto agreed in principle, without admission of liability, to settle all SVEC cases, involving more than 200 plaintiffs, except for current adverse SVEC verdicts that remain on appeal, on mutually acceptable terms. In May 2024, the Washington Court of Appeals vacated the Erickson verdict for compensatory and punitive damages based on multiple trial errors. In October 2025, the Washington Supreme Court reversed the appellate court's decision and reinstated the jury's verdict of US\$185 million. Monsanto is reviewing the reasoning of the decision and will consider its legal options on the choice of law ruling and its impact on the statute of repose and punitive damages. Based on the information currently available, corresponding accounting measures have been taken.
In October 2025, a lawsuit was filed in North Carolina by NC State University seeking damages from Monsanto related to alleged PCB contamination of a building called Poe Hall (e.g., Toxic Substances Control Act compliance, remediation costs, demolition, replacement construction). NC State University also seeks indemnification and declaratory relief allocating responsibility to Monsanto for potential workers' compensation claims by university employees and potential exposure claims by university students.
Shareholder litigation concerning Monsanto acquisition: In Germany and the United States, investors have filed lawsuits claiming damages suffered due to the drop in Bayer's share price. Plaintiffs allege that Bayer's capital market communication in connection with the acquisition of Monsanto was flawed.
In the German proceedings, there were approximately 55 plaintiffs with claims pending as of September 30, 2025. In March 2025, following a court-induced mediation procedure, the parties to the proceeding in the United States agreed to the terms of a settlement resolving this litigation, without admission of liability. The settlement was finally approved by the United States District Court for the Northern District of California, San Francisco Division, in October 2025. It provides for an amount to be paid by the defendants, most of which will be covered by insurers. Bayer continues to believe it has duly complied with its capital markets law obligations at all times in connection with the acquisition of Monsanto and its disclosures concerning glyphosate product liability claims and intends to defend itself vigorously against the claims in all remaining shareholder lawsuits.
{18}------------------------------------------------
| 2025 Annual Report | February 25, 2026 |
|---|---|
| 2026 Annual Stockholders' Meeting | April 24, 2026 |
| Q1 2026 Quarterly Statement | May 12, 2026 |
| 2026 Half-Year Report | August 4, 2026 |
The present document is a Quarterly Statement pursuant to Section 53 of the Exchange Rules of the Frankfurt Stock Exchange (as of July 7, 2025) and does not constitute an interim report according to the International Accounting Standard (IAS) 34. This Quarterly Statement should be read in conjunction with the Annual Report for the 2024 fiscal year and the additional information about the company provided therein. The Annual Report 2024 is available on our website at www.bayer.com. The accounting policies and measurement principles applied in this Quarterly Statement are based on those used in the Consolidated Financial Statements of the Bayer Group for fiscal 2024.
Bayer AG, 51368 Leverkusen, Germany Wednesday, November 12, 2025
Danielle Staudt-Gersdorf Translation Services Email: [email protected] Global Business Services
Denise Jahn, phone +49 214 3072704 www.bayer.com Email: [email protected]
This Quarterly Statement may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer's public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Bayer AG is a holding company with operating subsidiaries worldwide. References to "Bayer" or "the company" herein may refer to one or more subsidiaries as context requires.
The product names designated with ™ are brands of the Bayer Group or our distribution partners and are registered trademarks in many countries.
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