Phone
Germany
41405 Neuss 41405
Postfach 100 538 100 Postfach Email
c/o Finger Marketing Services Marketing Finger c/o
Bayer AG Bayer
Country
Reply
city / code Postal
Street address Street
First name First
here
Name stamp
Place Please fill out in block letters block in out fill Please
2011/2012 edition • E 941 137 875 2011 | 2012 | 2011 N a m e S | F I u g R s e a f | s t c Masthead 45
Masthead
Published by Bayer AG, Communications, 51368 Leverkusen, Germany
Editor Dr. Katrin Schneider, phone +49 214 30 48825 Email: [email protected] acts
English edition Currenta GmbH & Co. OHG
Language Service | F igures
Bayer on the Internet Please send me the current edition of the Please send me the current publications indicated. Please add my name to the mailing list for publications indicated. www.bayer.com German English German German direkt (newspaper for Bayer employees and retirees) direkt (newspaper for Bayer’s neighbors) N ames | F
April 2011 ng i e the follow m ons: i cat i l b German English German English German English German English German English u tockholders’ N ewsletter S tockholders’ S ustainable D evelopment Report report (company magazine) (scientific magazine) research p Please send A nnual Report
Forward-Looking Statements 2012 | 2011 Facts | Figures | Names This publication may contain forward-looking statements based on current assumptions and forecasts made by Bayer Group or subgroup management. Various known and un- known 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 described in Bayer’s published re- ports, 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 Cover Picture future events or developments. Bayer is partnering with science and industry in the “Dream Pro- duction” project aimed at using climate-damaging carbon dioxide Important Information as a valuable raw material for sustainable industrial production. The names “Bayer Schering Pharma” or “Schering” as used in this publication always refer to Bayer Schering Pharma AG, Berlin, Germany, or its predecessor, Schering AG, Berlin, The idea is to chemically bind co2 and use it to partially replace Germany, respectively. conventional fossil raw materials in the manufacture of polymers. The picture shows chemist Dr. Christoph Gürtler, project manager Legal Notice at Bayer MaterialScience, and scientist Daniela d’Elia of rwth The product names designated with TM are brands of the Bayer Group or our distribution Aachen University viewing a scanning electron micrograph of a partners and are registered trademarks in many countries. polyurethane foam. FinancialCalendar q1 2011 Interim Report april 28, 2011 Annual Stockholders’ Meeting 2011 april 29, 2011 of Dividend Payment may 2, 2011 q2 2011 Interim Report july 28, 2011 q3 2011 Interim Report october 27, 2011 2011 Annual Report february 28, 2012 Annual Stockholders’ Meeting 2012 april 27, 2012 Contents 1 Contents
Bayer Group
Mission 2 Organization 4 Board of Management 6 Supervisory Board, Corporate Governance 8 Sites and Regions 10 Business Trends 12 Investor Information 14
Subgroups and Service Companies
Bayer HealthCare 16 Bayer CropScience 20 Bayer MaterialScience 24 Service Companies 28
OTHER TOPICS
Research and Development 30 Employees 32 Sustainability 34 History 38 Dialogue 42 Masthead 45 2 / / BAYER Names | Figures | Facts
Bayer: Science For A Better Life
Bayer is a global enterprise with core compe- tencies in the fields of health care, nutrition and high-tech materials. As an inventor company, we set trends in research-intensive areas. Our products and services are de- signed to benefit people and improve their quality of life. At the same time we aim to create value through innovation, growth and high earning power. We are committed to the principles of sustainable development and to our social and ethical responsibilities as a corporate citizen.
Bayer AG headquarters in Leverkusen
www.bayer.com > Bayer Group > Mission & Values Mission 3
Our Values
Bayer’s corporate culture is an important factor in the company’s success. Central to this culture are our values: Leadership, Integrity, Flexibility and Efficiency – or LIFE for short.
l l e a d e r sh i p • Be passionate for people and performance • Show personal drive, inspire and motivate others • Be accountable for actions and results, successes and failures • Treat others fairly and with respect • Give clear, candid and timely feedback • Manage conflicts constructively • Create value for all our stakeholders
i i n t e g r i t y • Be a role model • Comply with laws, regulations and good business practices • Trust others and build trustful relationships • Be honest and reliable • Listen attentively and communicate appropriately • Ensure sustainability: balance short-term results with long-term requirements • Care about people, safety and the environment
f fl e x i b i l i t y • Drive change actively • Be ready to adapt to future trends and needs • Challenge the status quo • Think and act with customers in mind • Seek out opportunities and take calculated risks • Be open-minded • Embrace lifelong learning
e e ff i c i e n c y • Manage resources smartly • Focus on activities that create value • Do things simply and effectively • Deliver with appropriate costs, speed and quality • Speed up good decision-making • Be accountable for consistent execution • Collaborate for better solutions 4 / / BAYER Names | Figures | Facts
Organization
Bayer AG defines common values, goals and strategies for the entire Group. The three subgroups and three service companies operate independently, led by the management holding com pany. The Corporate Center supports the Group Management Board in its task of strategic leadership.
BAYER AG (holding company)
Group Management Board
Marijn Dekkers Chairman
Werner Baumann Finance
Wolfgang Plischke Technology, Innovation & Environment
Richard Pott * Strategy & Human Resources
Corporate Center Departments
Corporate Office Finance Jörg Krell Johannes Dietsch Communications Corporate Development Michael Schade Alexander Moscho Investor Relations Law & Patents, Insurance Alexander Rosar Roland Hartwig Corporate Auditing Environment & Sustainability Rainer Meyer Wolfgang Grosse Entrup Corporate Human Group Accounting & Controlling Resources & Organization Ulrich Hauck Horst-Uwe Groh Regional Coordination Ian Paterson
* Labor Director ** Michael A. Schulz effective June 1, 2011 Status: April 1, 2011 Organization 5
BUSINESS AREAS
Bayer HealthCare
Chairman Jörg Reinhardt Animal Health Jean-Luc Lowinski Consumer Care Erica L. Mann Medical Care Alain Main Pharmaceuticals Andreas Fibig Global Drug Discovery Andreas Busch Global Development Kemal Malik Chief Administration Officer Manfred Vehreschild Product Supply Hartmut Klusik * General Counsel Alexander Bey Human Resources Andreas Günther Communications Markus Pickel Business Development & Licensing N. N.
Bayer CropScience
Chairman Sandra E. Peterson Chief Operating Officer Lykele van der Broek Human Resources Michael Haug Research Alexander Klausener Communications Steffen Kurzawa General Counsel Gerhart Marchand Industrial Operations Achim Noack Development Franz-Josef Placke Environmental Science Gunnar Riemann Strategy & Business Management Rüdiger Scheitza * Business Planning & Administration Dirk Suwelack **
Bayer MaterialScience
Chairman Patrick Thomas Administration Axel Steiger-Bagel Industrial Operations Tony Van Osselaer * Polycarbonates Günter Hilken Polyurethanes Peter Vanacker Coatings, Adhesives, Specialties Joachim Wolff
SERVICE AREAS
Bayer Business Bayer Technology Currenta Services Services
Daniel Hartert Dirk Van Meirvenne Klaus Schäfer Chairman of the Managing Director Chairman of the Executive Board Executive Board Norbert Fieseler * Joachim Waldi * Member of the Member of the Executive Board Executive Board 6 / / BAYER Names | Figures | Facts
Board of Management of Bayer AG
DR. marijn Dekkers Chairman
Born in 1957 in the Dutch city of Tilburg, Dekkers studied chemistry and chemical engineering in Nijmegen and Eindhoven. After gaining a Ph.D., he began a career in research with General Electric in the United States. In 1995 he moved to Honeywell. In 2000 Dekkers was appointed Chief Operating Officer of Thermo Electron Corporation, becoming President and ceo two years later. This company later acquired Fisher Scientific and was renamed Thermo Fisher Scientific Inc. He succeeded Werner Wenning effective October 1, 2010. Marijn Dekkers is married with three daughters.
Werner Baumann Finance · Europe region
Born in Krefeld in 1962, Werner Baumann studied economics in Aachen and Cologne. He joined Bayer AG in 1988, where his first duties were in the Corporate Finance Department. Baumann subsequently held posi- tions in Spain and the United States before returning to Germany in 2002 to become a member of the Executive Committee of the newly formed Bayer HealthCare subgroup and a year later a member of its Board of Management, also serving as Labor Director. He succeeded Klaus Kühn effective May 1, 2010. Werner Baumann is married with four children. Board of Management of Bayer AG 7
DR. WOLFGANG PLISCHKE Technology · Innovation · Environment · Asia / Pacific region
Born in 1951, Wolfgang Plischke studied biology at the University of Hohenheim, Germany. Having gained his Ph.D., Plischke began his career with Bayer at the subsidiary Miles in 1980. He held a number of positions in Germany and abroad, becoming Head of the Pharmaceuticals Business Group in North America in 2000. Two years later he took charge of the Pharmaceuticals Business Group of Bayer AG. Plischke was appointed to the Bayer AG Board of Management in March 2006. He has been Chair- man of the German Association of Research-Based Pharmaceutical Com- panies since 2007. Wolfgang Plischke is married with two sons.
DR. Richard Pott Strategy · Human Resources · Labor Director · Americas, Africa and Middle East regions
Born in Leverkusen in 1953, Richard Pott studied physics at the University of Cologne, Germany, where he obtained his Ph.D. In 1984 Pott joined the company’s Central Research Division. After holding various positions in the Corporate Staff Division, he became Head of Corporate Planning and Controlling in 1997 and Head of the former Specialty Products Business Group in 1999. He was appointed to the Bayer AG Board of Management in May 2002. Richard Pott is married with three children. 8 / / BAYER Names | Figures | Facts
Supervisory Board, Corporate Governance
The role of the 20-member Supervisory Board of Bayer AG is to oversee and advise the Board of Management. Under the Ger- man Codetermination Act, half the members of the Supervisory Board are elected by the stockholders, and half by the company’s employees. The Supervisory Board is directly involved in deci- sions on matters of fundamental importance to the company and confers with the Board of Management on the company’s strate- gic alignment. It also holds regular discussions with the Board of Management on the company’s business strategy and the status of its implementation.
The Supervisory Board has set up four committees – the Presidi- al Committee, the Audit Committee, the Human Resources Com- mittee and the Nominations Committee – and entrusted them with certain tasks in accordance with the German Stock Corpora- tion Act and the German Corporate Governance Code.
Corporate Governance Bayer has always placed great importance on responsible corpo- rate governance. In 2010 the company was able to issue a decla- ration that it has been compliant with the recommendations of the German Corporate Governance Code in the past with one temporary exception and intends to be fully compliant again in the future with one temporary exception.
www.bayer.com > Bayer Group > Corporate Governance www.bayer.com > Bayer Group > Supervisory Board
GOVERNANCE BODIES
Chairman of the Supervisory Board
Dr. Manfred Schneider
Vice Chairman of the Supervisory Board
Thomas de Win Chairman of the Bayer Central and Group Works Councils Supervisory Board, Corporate Governance 9
Other members of the Supervisory Board
Dr. Paul Achleitner Member of the Board of Management of Allianz SE André Aich Member of the Works Council of Bayer Schering Pharma AG * Willy Beumann Chairman of the Works Council of the Wuppertal site of Bayer Dr. Clemens Börsig Chairman of the Supervisory Board of Deutsche Bank AG Dr.-Ing. Thomas Fischer Chairman of the Bayer Group Managerial Employees’ Committee Peter Hausmann Member of the Executive Committee of the German Mining, Chemical and Energy Industrial Union Prof. Dr.-Ing. e.h. Hans-Olaf Henkel Honorary Professor at the University of Mannheim Reiner Hoffmann North Rhine District Secretary of the German Mining, Chemical and Energy Industrial Union Dr. rer. pol. Klaus Kleinfeld Chairman and Chief Executive Officer of ALCOA Inc. Petra Kronen Chairman of the Works Council of the Uerdingen site of Bayer Dr. rer. nat. Helmut Panke Member of various supervisory boards Hubertus Schmoldt Member of various supervisory boards Dr.-Ing. Ekkehard D. Schulz Member of various supervisory boards Dr. Klaus Sturany ** Member of various supervisory boards Roswitha Süsselbeck Vice Chairman of the Works Council of the Leverkusen site of Bayer Dipl.-Ing. Dr.-Ing. e. h. Jürgen Weber Chairman of the Supervisory Board of Deutsche Lufthansa AG Prof. Dr. Dr. h. c. Ernst-Ludwig Winnacker Secretary General of the Human Frontier Science Program Oliver Zühlke Chairman of the Works Council of the Leverkusen site of Bayer
Honorary Chairman
Hermann Josef Strenger
* company to be renamed Bayer Pharma AG ** independent expert member pursuant to Section 100 Paragraph 5 of the German Stock Corporation Act 10 / / BAYER Names | Figures | Facts
Sites and Regions
North America Sales €8,228 million (+6.8%) * Employees 16,400 R+D expenses €612 million Companies 42 **
The Bayer Group is a global enterprise with companies in nearly every country. The map shows some of its principal sites, with key data for 2010 in the boxes.
LATIN AMERICA / AFRICA / MIDDLE EAST Sales €5,628 million (+17.7%) * Employees 16,100 R+D expenses €35 million Companies 43 ** Sites and Regions 11
Europe Sales €13,751 million (+6.0%) * Employees 54,300 R+D expenses €2,246 million Companies 150 **
www.bayer.com > Bayer Group > Bayer Worldwide
ASIA / PACIFIC Sales €7,481 million (+31.0%) * Employees 24,600 R+D expenses €160 million Companies 53 **
* 2010 sales by market (change from 2009) ** fully consolidated subsidiaries (as of Dec. 31, 2010) 12 / / BAYER Names | Figures | Facts
Business Trends
Sales of the Bayer Group rose significantly in 2010. These increases were attributable to the strong recovery in the MaterialScience business and to positive currency effects. How- ever, HealthCare did slightly less well than expected, while CropScience was well below expectations, particularly in the first half of the year. Bayer considerably raised its spending on research and development in 2010, to €3.1 billion.
Group sales Group sales rose by 12.6 percent to €35,088 million (2009: €31,168 million). After adjusting for currency and portfolio effects, business expanded by 8.0 percent. Sales at HealthCare increased by 5.8 percent to €16,913 million and those of CropScience by 4.9 percent to €6,830 million, while business at MaterialScience grew by 35.0 percent to €10,154 million.
Earnings Despite the positive business development at MaterialScience, ebit of the Bayer Group fell by 9.2 percent to €2,730 million (2009: €3,006 million). Earnings were diminished by special charges of €1,722 million (2009: €766 million). ebitda before special items climbed by 9.7 percent to €7,101 million (2009: €6,472 million), thanks partly to some €0.4 billion in positive currency effects.
ebitda before special items of MaterialScience tripled to €1,356 mil- lion, largely on account of significantly higher volumes and selling prices. By contrast, ebitda before special items of CropScience fell by 14.3 percent to €1,293 million (2009: €1,508 million) in a weak, fiercely contested market. At HealthCare, ebitda before special items dipped to €4,405 million (2009: €4,468 million), mainly as a result of higher selling and r&d expenses and negative effects of the health system reforms in various countries. Bayer posted net in- come of €1,301 million (2009: €1,359 million). Earnings per share amounted to €1.57 (2009: €1.70).
www.financialreports.bayer.com Business Trends 13
Key Data
2009 2010 Change
€ million € million %
Sales 31,168 35,088 + 12.6 EBIT1 3,006 2,730 – 9.2 EBIT before special items 2 3,772 4,452 + 18.0 EBITDA 3 5,815 6,286 + 8.1 EBITDA before special items 2 6,472 7,101 + 9.7 EBITDA margin before special items 4 20.8% 20.2% Income before income taxes 1,870 1,721 – 8.0 Net income 1,359 1,301 – 4.3 Earnings per share (€) 5 1.70 1.57 – 7.6 Core earnings per share (€) 6 3.64 4.19 + 15.1 Gross cash flow 7 4,658 4,771 + 2.4 Net cash flow 8 5,375 5,773 + 7.4 Net financial debt 9,691 7,917 – 18.3 Capital expenditures * 1,669 1,621 – 2.9 Research and development expenses 2,746 3,053 + 11.2 Dividend per Bayer AG share (€) 1.40 1.50 + 7.1
* Cash outflows for additions to property, plant and equipment and intangible assets as per the statement of cash flows in the Annual Report 2010
For notes see page 44
Share of Sales by Segment 2010 (2009 in parentheses)
3.4% (3.7%) Reconciliation 48.2% (51.3%) 28.9% (24.1%) HealthCare MaterialScience Pharmaceuticals 31.1% (33.6%) Consumer Health 17.1% (17.7%) 19.5% (20.9%) CropScience Environmental Science, BioScience 3.8% (3.5%) Crop Protection 15.7% (17.4%) 14 / / BAYER Names | Figures | Facts
Investor Information
Starting in spring 2010, the markets were dominated by the debate over the debt crisis in certain eurozone countries. However, thanks to the robust economic recovery in Germany the dax maintained the upward trend that began in 2009, closing 2010 up 16 percent on the year. Following a highly volatile sideways trend in the first three quarters of the year, the dax made significant gains in the fourth quarter and topped 7,000 points at the beginning of December be- fore closing the year at 6,914 points. The European equities index euro stoxx 50 (performance index) slipped by roughly 3 percent, partly because of the problems in some countries of the European Union. Share price trends in the United States and Japan diverged, with the s&p 500 gaining some 13 percent but the Nikkei 225 losing about 3 percent.
Slight improvement in Bayer stock Including the dividend of €1.40 per share paid in May 2010, the performance of Bayer stock came to nearly 2 percent for the year. It closed 2010 at €55.30, having reached a year high of €58.62 a short time earlier. Bayer stock thus outperformed the euro stoxx 50 (performance index) for the fourth year in a row.
Sustainable investment Bayer stock is included in many stock indices and investment funds that list companies with sustainable and responsible corporate strategies, such as the Dow Jones Sustainability World and Europe indices, the ftse4Good Global and Europe indices, the Advanced Sustainable Performance Indices Eurozone and the nyse Euronext Low Carbon Europe Index. Storebrand, a Norwegian financial services provider focusing on sustainable investment, classifies Bayer as a best-in-class company in the pharmaceutical sector.
Dividend increase to €1.50 per share The Board of Management and the Supervisory Board will pro- pose to the Annual Stockholders’ Meeting in 2011 that a dividend of €1.50 per share be paid for 2010. The dividend yield calculated on the share price of €55.30 at year end 2010 amounts to 2.7 per- cent and the total dividend payment to €1,240 million.
www.investor.bayer.com Investor Information 15
Performance of Bayer stock in 2010 indexed; 100 = closing price on December 31, 2009
130
120
110
100
90
80
70
Jan Feb Mar Apr May June July Aug Sept O ct N ov D ec
Bayer +1.8% dax +16.1% dj euro stoxx 50 -2.8%
Dividends Per Share (€)
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
€ € € € € € € € € €
2.2
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0 0.90 0.90 0.50 0.55 0.95 1.00 1.35 1.40 1.40 1.50
Total Dividend Payments
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
€ million € million € million € million € million € million € million € million € million € million 657 657 365 402 694 764 1,032 1,070 1,158 1,240 16 / / BAYER Names | Figures | Facts
Bayer HealthCare
Corporate Data
Company Bayer HealthCare Headquarters Leverkusen, Germany Chairman Dr. Jörg Reinhardt Divisions Animal Health Consumer Care Medical Care Pharmaceuticals Sales €16,913 million EBITDA before special items * €4,405 million R+D expenses €2,066 million Employees 55,700
Status December 31, 2010 * For notes see page 44
www.bayerhealthcare.com
Dr. Jörg Reinhardt Chairman
Above: illustration of blood cells Bayer Healthcare 17
Bayer HealthCare is among the world‘s foremost innovators in the field of pharmaceutical and medical products. This sub- group’s mission is to research, develop, manufacture and market innovative products that improve the health of people and ani- mals throughout the world.
The subgroup has four operating divisions:
• Animal Health (veterinary medicines and grooming products); • Consumer Care (over-the-counter medicines and dietary supplements); • Medical Care (blood glucose monitoring devices, medical equipment for diagnosis and treatment); • Pharmaceuticals (prescription medicines).
Business development In 2010 Bayer HealthCare raised sales by 5.8 percent to some €17 billion. ebitda before special items declined by 1.4 percent to €4.4 billion. Sales of the Pharmaceuticals Division increased by 4.2 percent to about €11.0 billion. The Consumer Care Divi- sion grew sales in 2010 by 9.4 percent to nearly €3.4 billion. Sales of the Medical Care Division rose by 3.4 percent in 2010, to €1.5 billion. In the Animal Health Division, sales rose by 14.6 percent to €1.1 billion.
Figures | Facts
Sales € million
2009 15,988 2010 16,913
Number of employees Employees
2009 55,800 2010 55,700
Research and development expenses € million
2009 1,847 2010 2,066 18 / / TeilkonzerneBAYER Names | Fi | gBayerures | Fac HealthCarets Bayer Namen | Zahlen | Fakten
Research and development activities In 2010 Bayer HealthCare, with r&d spending of €2.1 billion, ac- counted for some 68 percent of all r&d expenditures by the Bayer Group. Research and development at Bayer HealthCare focus on identifying and developing new active substances to treat diseases with a high unmet medical need.
The Pharmaceuticals Division carries out research and product development mainly in the fields of Cardiology and Hematology, Oncology, Women’s Healthcare and Diagnostic Imaging. Topical examples of the results of pharmaceutical research are:
• XareltoTM: drug product for the prevention and treatment of venous thromboembolism; • NexavarTM: anti-cancer medicine designed to inhibit tumor growth by combining two special mechanisms of action; • vegf Trap-Eye: for the treatment of wet age-related macular degeneration; • Riociguat: orally administered active ingredient to treat various forms of pulmonary hypertension.
Research and development in the Consumer Care Division is focused on strengthening existing brands by expanding indica- tions and optimizing delivery forms.
The research and development activities of the Medical Care Divi- sion relate to blood glucose monitoring and the continuing develop- ment of medical equipment used in the diagnosis or treatment of various diseases. This division is also investing in the expansion of medical data management systems.
Research and development in the Protecting Animal Health Division focus on parasiticides, antibiotics, the against treatment of age-related diseases thrombosis in companion animals and innova- tive products for food animals. Thrombosis can occur with- out warning – and may be life- threatening. If a blood clot blocks a vessel in the brain, heart or lung, the result can be a stroke, myocardial infarc- tion or pulmonary embolism. That is the background to the search by Bayer scientists for new substances to prevent and treat thrombosis. Teilkonzerne | Bayer HealthCare Bayer Namen | ZahlenBayer Hea| FaktenlthCare 19
Best-Selling Products *
AdalatTM (drug for the treatment of hypertension) AdvantageTM (line of flea control products for dogs and cats) AspirinTM (pain reliever based on acetylsalicylic acid) AvaloxTM / AveloxTM (drug to treat respiratory infections)
BetaferonTM / BetaseronTM (specialty medicine to treat multiple sclerosis) C ontourTM (umbrella brand for blood glucose monitoring systems and services)
GlucobayTM (drug for the treatment of diabetes) Kogenate TM (hemophilia treatment) Levitra TM (erectile dysfunction treatment) MirenaTM (hormonal contraceptive) NexavarTM (drug to treat kidney and liver cancer) YAZTM / YasminTM / YasminelleTM (hormonal contraceptives)
Status: December 31, 2010 * in alphabetical order
Professor Robert M. Califf (left), Vice Chancellor for Clinical Research at Duke University in Durham, North Carolina, United States, and Dr. Scott D. Berkowitz, Head of the Thrombosis Group at Bayer HealthCare in the u.s. 20 / / BAYER Names | Figures | Facts
Bayer CropScience
Corporate Data
Company Bayer CropScience Headquarters Monheim, Germany Chairman Sandra E. Peterson Business units Crop Protection Environmental Science BioScience Sales €6.830 million EBITDA before special items * €1.293 million R+D expenses €722 million Employees 20,700
Status: December 31, 2010 * For notes see page 44
www.bayercropscience.com
Sandra E. Peterson Chairman
Above: detail photograph of a canola leaf Bayer Cropscience 21
Bayer CropScience, with its highly effective products, pioneer- ing innovations and keen customer focus, holds global leader- ship positions in crop protection and non-agricultural pest con- trol. The company also has major activities in seeds and plant traits.
The CropScience business comprises two segments: Crop Protec- tion and Environmental Science, BioScience. Reflecting its product offering, Crop Protection is comprised of the Herbicides, Fungi- cides, Insecticides and Seed Treatment business units. Within the Environmental Science, BioScience segment, the Environmental Science business unit markets non-agricultural pest and weed con- trol products while the BioScience business unit focuses on seeds and plant traits.
Business development Despite a weakening market environment, Bayer CropScience in- creased sales in 2010 by 4.9 percent to €6.8 billion. ebitda before special items fell by 14.3 percent to about €1.3 billion. Sales in the Crop Protection segment increased in 2010 by 1.3 percent to roughly €5.5 billion. ebitda before special items dropped by 21.2 percent to €1 billion. Earnings were hampered by the lower vol- umes and the resulting drop in capacity utilization in the first half, and by price erosion in North America. Sales in the Environmental Science, BioScience segment rose by 23.1 percent to €1.3 billion. ebitda before special items, at €268 million, was 29.5 percent above the previous year.
Figures | Facts
Sales € million
2009 6,510 2010 6,830
Number of employees Employees
2009 20,500 2010 20,700
Research and development expenses € million
2009 653 2010 722 22 / / BAYER Names | Figures | Facts
Research and development activities In 2010, Bayer CropScience spent €722 million for research and development – some 24 percent of the Bayer Group total.
Major areas of focus, apart from conventional crop protection re- search, include seeds and plant traits. The main aim of research and development work on traits is to improve the agronomic characteristics and quality of crop plants. The technologies em- ployed in this area comprise all the tools required to improve im- portant crops such as cotton, canola and rice for producers and industry partners – from the identification of a target gene to the development of a plant. Topical examples of active ingredients to emerge from research at Bayer CropScience are:
• Isotianil (major brand: RoutineTM): stimulates the natural defense mechanisms of rice plants to protect them against fungal pathogens that cause rice blast; • Indaziflam(major brand: SpecticleTM / AlionTM): herbicide with a long duration of action; • Bacillus firmus (major brand: VotivoTM): biological pest control agent for seed treatment applications; • Fluopyram (major brand: LunaTM): product for the effective treatment of various crop diseases caused by fungal pathogens.
To further strengthen the inno- vative capability of Bayer Crop- Science, the company plans to From seed gradually increase research and development activities, particular- to table ly in the areas of seeds and plant traits. The demand for high-quality fruit and vegetables is increas- ing worldwide. In the emerg- ing countries, too, more and more people want to buy fresh tomatoes, melons and bell peppers. Bayer CropScience offers innovative solutions for breeders, growers and the food trade, helping to ensure that high-quality, vitamin-rich fruit and vegetables are avail- able to an expanding world population – now and in the future. Bayer Cropscience 23
Best-Selling Products *
AtlantisTM (herbicide) BastaTM / LibertyTM / RelyTM / IgniteTM (herbicides) ConfidorTM / GauchoTM / AdmireTM / MeritTM (insecticides) DecisTM / K-OthrineTM (insecticides) FandangoTM (fungicide) FlintTM / StrategoTM / SphereTM / NativoTM (fungicides) FolicurTM / RaxilTM (fungicides) PonchoTM (seed treatment) ProlineTM / InputTM / ProsaroTM (fungicides) PumaTM (herbicide)
Status: December 31, 2010 * in alphabetical order
Bayer tomato breeder Coert Engels and product developer Nikola Richter from salad manufacturer Bauer Funken inspect an IntenseTM tomato in a Nunhems greenhouse in the Netherlands. 24 / / BAYER Names | Figures | Facts
Bayer MaterialScience
Corporate Data
Company Bayer MaterialScience Headquarters Leverkusen, Germany Chairman Patrick Thomas Business Units Polyurethanes Polycarbonates Coatings, Adhesives, Specialties Sales €10,154 million EBITDA before special items * €1,356 million R+D expenses €231 million Employees 14,700
Status: December 31, 2010 * For notes see page 44
www.bayermaterialscience.com
Patrick Thomas Chairman
Above: granules of the high-performance plastic MakrolonTM Bayer MaterialScience 25
Bayer MaterialScience is a renowned supplier of high-perfor- mance materials such as polycarbonates, polyurethanes or inno- vative system solutions, which are used in a wide variety of everyday products. Products holding leading positions on the world market account for a large proportion of its sales.
The subgroup comprises three business units • Polyurethanes; • Polycarbonates; • Coatings, Adhesives, Specialties along with the Industrial Operations unit.
Business development The positive business performance of MaterialScience in 2010 was driven by the marked recovery in the economy following the global financial and economic crisis. While business continued to be held back at the beginning of the year, sales in the final three quarters returned to pre-crisis levels. Sales advanced to €10.1 billion, exceeding the prior-year figure by 35.0 percent. This sub- stantial growth resulted from double-digit volume increases in all business units and regions due to considerably higher de- mand from all of our main customer industries. Volumes, too, thus regained pre-crisis levels. The subgroup also achieved high- er selling prices overall compared with the previous year. ebitda before special items came in well ahead of the prior year at €1.4 billion. Sales of the Polyurethanes business unit advanced by 32.8 percent in 2010 to €5.0 billion. Those of Polycarbonates climbed by 49.0 percent to about €2.8 billion.
Figures | Facts
Sales € million
2009 7,520 2010 10,154
Number of employees Employees
2009 14,600 2010 14,700
Research and development expenses € million
2009 207 2010 231 26 / / BAYER Names | Figures | Facts
The Coatings, Adhesives, Specialties business unit posted sales of some €1.8 billion, up 31.3 percent from the prior year. Sales of the Industrial Operations unit gained 9.6 percent to €548 million.
Research and development activities In 2010, Bayer MaterialScience spent €231 million on research and development (not including joint development activities with customers). This subgroup thus accounted for about 8% of the Bayer Group’s total research and development ex- penses. In this way the subgroup aims to further expand its leading position in the market and in process technology as a global supplier of high-quality customized materials and system solutions. In the Polyurethanes; Polycarbonates; and Coatings, Adhesives, Specialties business units, the latest technologies and production processes are employed to cre- ate new products and new applications in cooperation with customers and other external partners.
Product development work in the Polyurethanes business unit is focused on expanding applications for materials and optimiz- ing the properties of polyurethane systems. A key area of appli- cation is the construction industry, where rigid polyurethane foam serves as a highly efficient insulating material, making an active contribution to reducing energy consumption and pro- tecting the climate. Other results of research include:
• lightweight materials for the transportation sector (such as automotive glazing made of polycarbonate); • In the “Dream Production” project, Bayer is working with rwth Aachen University and High-tech other partners to realize the for climate catalytic conversion of co2 on a pilot plant scale for the first time. protection It is intended to use co2 to par- tially replace conventional fossil In global terms, last year was raw materials in the manufacture the warmest year since records of high-performance materials; began. The world needs climate protection. With innovative • BaymedixTM: customized appli technologies and high-tech cations in medical technology. materials, Bayer is making a sustainable contribution to overcoming global challenges such as increasing energy effi- ciency, protecting the climate and conserving resources. Bayer Materialscience 27
Best-Selling Products *
BayblendTM (brand name for polymer blends based on polycarbonate and acrylonitrile-butadiene-styrene)
BaycusanTM C (brand name for polyurethane dispersions used in cosmetic formulations)
BaydurTM (polyurethane system for appliance housings, medical equipment, sports goods, sanitary items and furniture)
BayflexTM (family of elastic polyurethane systems with customizable properties for a range of applications) BaytubesTM (brand name for multi-wall carbon nanotubes)
DesmodurTM / DesmophenTM (raw materials for automotive and industrial coatings and anti-corrosion systems)
DesmopanTM (thermoplastic polyurethanes for a variety of high-tech applications) M akrolonTM (transparent, impact-resistant polycarbonate for CDs, DVDs, automotive applications, architectural glazing, and applications in the electrical / electronics industry) M ultitecTM (innovative polyurethane spray system for the manufacture of large-area parts)
Status: December 31, 2010 * in alphabetical order
Bayer researcher Dr. Thomas Ernst Müller (left) and Professor Walter Leitner of rwth Aachen University discuss the sustainable use of carbon dioxide. 28 / / BAYER Names | Figures | Facts
Service Companies
The central functions serving the Bayer subgroups’ business operations are organized into three service companies:
Bayer Business Services Bayer Business Services is the Bayer Group’s global compe- tence center for it and business services. Its portfolio is focused on services in the core areas of it infrastructure and applications, procurement and logistics, human resources and management services, and finance and accounting.
www.bayerbbs.com
Bayer Technology Services Bayer Technology Services, the global technological backbone and a major innovation driver of the Bayer Group, is engaged in process development and in process and plant engineering, construction and optimization. This service company offers fully integrated solutions throughout the life cycles of processes and products.
www.bayertechnology.com
Currenta Currenta offers services for the chemical industry including utility supply, waste management, infrastructure, safety, security, analytics and vocational training. This service com pany, a joint venture between Bayer and Lanxess, operates the Chempark sites in Leverkusen, Dormagen and Krefeld-Uerdin gen, Germany.
www.currenta.com Service Companies 29
Corporate Data
Company Bayer Business Services GmbH Headquarters Leverkusen, Germany Chairman of the Executive Board Daniel Hartert Employees 5,800 * Services IT and business services
Status: December 31, 2010 Daniel Hartert Chairman
Corporate Data
Company Bayer Technology Services GmbH Headquarters Leverkusen, Germany Managing Director Dr. Dirk Van Meirvenne Employees 2,700 Services Technological solutions for processes, plants and products
Status: December 31, 2010 Dr. Dirk Van Meirvenne Managing Director
Corporate Data
Company Currenta GmbH & Co. OHG Headquarters Leverkusen, Germany Chairman of the Executive Board Dr. Klaus Schäfer Employees 5,300 ** Services Services for the chemical industry; management and operation of CHEMPARK
Status: December 31, 2010 Dr. Klaus Schäfer Chairman
* permanent employees excluding ex-trainee pool ** permanent employees excluding trainees 30 / / BAYER Names | Figures | Facts
Research and Development
Innovation plays a major role in addressing the global challenges of providing health care and nutrition for the world’s growing population and conserving dwindling resources. It is a key driver of future growth at Bayer.
In 2010, Bayer spent €3,053 million on research and develop- ment. This was equivalent to 8.7 percent of sales. Special impor- tance is placed on the targeted development of new products that strengthen the core businesses. Mindful of its corporate growth objectives, Bayer works to continuously rejuvenate and expand its product portfolio and optimize its production pro- cesses. Its research and development activities are closely aligned to market requirements and therefore subject to a con- tinuous process of adjustment. The Group’s activities are supple- mented by an international network of collaborations with lead- ing universities, public-sector research institutes and partner companies that is being steadily expanded in line with our main areas of research and development. Through this pooling of ex- pertise, Bayer aims to rapidly translate new ideas into successful products. These activities are also supported by systematic em- ployee development in the company’s research and development units.
Research in the three subgroups Of the Group’s entire research and development expenditures in 2010, Bayer HealthCare accounted for 67.7 percent, Bayer CropScience for 23.6 percent and Bayer MaterialScience for 7.6 percent. Further information on each subgroup’s research and development activities is provided in the respective chapter of this brochure.
Bayer Technology Services All Bayer subgroups work closely with Bayer Technology Services worldwide on technology solutions, particularly in the fields of pro- cess technology, plant engineering, automation and product devel- opment. For example, this service company cooperates with Bayer MaterialScience to develop new production processes that make ef- ficient use of energy and raw materials, thereby helping the sub- group to safeguard its technological and cost leadership. Central- ized development work on technologies relevant to more than one subgroup, such as nanotechnology and biotechnology, along with expertise in mathematical simulation and statistical data analysis, helps Bayer HealthCare and Bayer CropScience to shorten develop- Research and Development 31
ment times for new products. This also includes the future develop- ment of entirely new production concepts, for example at the invite research center, a collaborative venture between Bayer Technology Services and Dortmund Technical University that is currently under construction. Another key strategic factor is international knowl- edge sourcing. This ranges from country-specific experience in handling investment projects to global access to innovations.
Bayer Innovation Bayer Innovation investigates and evaluates innovative areas adja- cent to the subgroups’ current core activities and develops them into viable new businesses for the Group. An example is the manu- facture of plant-made pharmaceuticals. In 2010 a Phase i clinical study was launched with a personalized cancer vaccine to treat non- Hodgkin’s lymphoma. In the agriculture sector, novel hybrid con- cepts based on the combination of polymer technologies and crop protection products are under development. The full potential of these technologies is being evaluated in close cooperation with the subgroups and external partners.
Research and Development Expenses by Subgroup (2009 in parentheses)
1.1% (1.4%) Reconciliation 7.6% (7.5%) Bayer MaterialScience
67.7% (67.3%) 23.6% (23.8%) Bayer HealthCare Bayer CropScience
Status: December 31, 2010
www.bayer.com > Research & Innovation 32 / / BAYER Names | Figures | Facts
Employees
As of December 31, 2010, the Bayer Group employed 111,400 people worldwide, compared with 111,000 at the end of the pre- vious year. In Germany there were 36,200 employees (December 31, 2009: 36,000), who made up 32.5 percent of the Group work- force. Personnel expenses rose by 4.2 percent to approximately €8.1 billion.
Vocational training and recruiting Diversity, international career opportunities, a modern work envi- ronment and social commitment make Bayer an attractive employer throughout the world. This enabled the company to attract a total of over 4,000 specialists and managers with academic qualifications as new employees in 2010. In India alone, Bayer recruited more than 750 university graduates, in Germany about 700 and in the United States over 350. To alert high school graduates and students to career opportunities with the company from an early stage, Bayer expanded its university recruiting activities in 2010 to include corporate presentations on social networking sites. These commu- nication activities were supplemented by a worldwide total of more than 2,700 occupational internships awarded by Bayer to students of various disciplines.
Apart from the hiring of university graduates, Bayer’s own training programs for young people are among the most important mea- sures the company undertakes to guard against a possible shortage of specialists resulting from demographic change. Once again in 2010, more than 900 young people began training courses in a total of over 20 occupations at Bayer’s German sites.
Continuing education and knowledge retention Bayer is responding in a number of ways to the challenge posed by demographic change in many industrialized countries. The company provides extensive continuing education programs to enhance employees’ knowledge and adapt it to changing re- quirements. In 2010, Bayer set up the Bayer Senior Experts Network (BaySEN), an initiative designed to harness retired managers’ many years of experience for the company’s benefit and pass it on to the next generation.
Employee compensation and benefits Compensation in the Bayer Group is based on a globally standard- ized system that ensures transparent and performance-oriented remuneration and incentives for all employees. Regular benchmark- Employees 33
ing against competitors helps in setting base salaries in line with the demands and responsibilities of each position. These are sup- plemented by attractive performance-related compensation compo- nents and extensive ancillary benefits. For example, more than €500 million is earmarked for variable bonus awards to employees for the year 2010 under the Group-wide short-term incentive (sti) program alone. In many countries the extensive range of ancillary benefits includes stock participation programs that enable employ- ees to purchase Bayer shares at a discount.
Employee Data
Dec. 31, Dec. 31, 2009 2010 FTE FTE Employees by region Europe 54,600 54,300 North America 16,600 16,400 Asia / Pacific 23,000 24,600 Latin America / Africa / Middle East 16,800 16,100 Employees by function Production 48,400 47,200 Sales 40,200 41,100 Research and development 12,800 13,200 Administration 9,600 9,900 Total 111,000 111,400 Trainees 2,700 2,600
% % Percentage of women in the Group Leadership Circle 5.5 6.5 Number of nationalities in the Group Leadership Circle 22 21 Proportion of full-time employees with contractually agreed working time not exceeding 48 hours per week 100 100 Proportion of employees with health insurance 95 94 Proportion of employees eligible for a company pension plan or company-financed retirement benefits 74 73 Proportion of employees covered by collective agreements on pay and conditions 56 55
The number of employees on either permanent or fixed-term contracts is stated in full-time equivalents, with part-time employees included on a pro-rata basis in line with their contractual working hours. (Status: December 31, 2010) 34 / / BAYER Names | Figures | Facts
Sustainability
Sustainability is a key component of the Bayer Group’s mission and values. In line with its mission “Bayer: Science For A Better Life,“ Bayer believes it can only be commercially successful over the long term by balancing economic growth with ecological and social responsibility. This is underlined by the company’s commitment to the ten principles of the United Nations Global Compact and the Responsible Care® initiative of the chemical industry.
The sustainability principle is implemented at three levels: through our products and innovations, which are designed to benefit people and contribute to a higher quality of life; through responsible behav- ior toward our stakeholders in the conduct of our business activi- ties; and through our social commitment.
Sustainability program For Bayer, sustainability ultimately means future viability and is therefore an integral part of business strategy. With its innova- tive solutions, the company addresses market opportunities and aims to solve global challenges. These are at the focus of its sus- tainability strategy. In 2009 Bayer developed a Sustainability Program based on this. The program places special importance on alliances for sustainable health care, innovative partnerships to improve the supply of high-quality food, and new solutions for climate protection and use of resources. Eight lighthouse proj- ects have been selected that clearly illustrate the focus of Bayer’s sustainability strategy.
Achievements and key indicators The use of performance indicators is a key feature of sustainability management at Bayer. These indicators provide transparent and verifiable evidence of the company’s achievements in the area of sustainability and also of the remaining challenges. Bayer improved nearly all sustainability indicators in 2010, despite an approximately 20% increase in manufactured sales volume. Water and energy use increased as a result, along with total organic carbon (toc) emis- sions. The industrial injury rate again declined and was well below our target of <2.0. In 2010 there was also a decline in the number of environmental and transportation incidents. Any such events are carefully analyzed and evaluated so that adequate steps can be taken to prevent a recurrence. Sustainability 35
Bayer Sustainability Program
Challenge Global access to Nutrition for Climate and health care a growing environmental population protection
Focus Alliances for More Solutions for sustainable health high-quality climate protection care food and resource use
Projects • Family Planning • Food Chain • EcoCommercial • Neglected partnership Building diseases vegetables program • Direct-Seeded • Energy Efficiency rice (2 projects) • Resource efficiency
Performance Indicators
Category Performance Indicators 2009 2010
Health and Industrial injuries to Bayer employees resulting safety in at least one day’s absence (number of injuries per million hours worked) 2.0 1.7 Reportable industrial injuries to Bayer employees (number of injuries per million hours worked) 3.1 3.1 Environmental incidents 13 7 Transportation incidents 10 8 Emissions Direct greenhouse gas emissions
(CO2 equivalents in million metric tons) * 4.57 4.80 Indirect greenhouse gas emissions
(CO2 equivalents in million metric tons) * 3.53 3.70 Volatile organic compounds (VOC) (thousand metric tons / year) 2.59 2.54 Total phosphorus in waste water (thousand metric tons / year) 0.74 0.09 Total nitrogen in waste water (thousand metric tons / year) 0.64 0.49 Total organic carbon (TOC) (thousand metric tons / year) 1.35 1.42 Waste Hazardous waste generated (million metric tons / year) 0.38 0.35 Hazardous waste landfilled (million metric tons / year) 0.09 0.06 Use of Water use (million m3 / year) 407 474 resources Energy use (petajoules [1015 joules] / year) 77.33 85.71
2009 figures restated * as per Greenhouse Gas Protocol 36 / / BAYER Names | Figures | Facts
Sustainable investment Bayer stock has been included for many years in numerous stock indices and investment funds that list companies with sustainable and responsible corporate strategies (see also page 14). In 2010 the Carbon Disclosure Project (cdp) included Bayer in its Carbon Dis- closure Leadership Index (cdli) for the sixth consecutive year, hon- oring the company’s transparent reporting of its climate strategy and greenhouse gas emissions. Bayer is also included in the newly established Carbon Performance Leadership Index (cpli) with an “a” rating.
Social responsibility Social responsibility forms an integral part of Bayer’s sustainabil- ity strategy. The company considers itself part of society and sees its commitment to corporate citizenship as an investment in society’s future viability and a long-term contribution to a favor- able business environment. The focus is on issues that have global or particular social relevance in countries where Bayer op- erates. Bayer’s social commitment is exemplified by numerous projects in many parts of the world, some of which the company has been organizing or supporting for years. In 2010 the compa- ny provided some €57 million (2009: €44 million) in funding for such projects in the four main areas of education and research; environment and nature; health and social needs; and sports and culture. The “Humboldt Bayermobile,” a research laboratory on wheels, began visiting schools in 2010. The Bayer foundation is supporting this joint science education project of Bayer and Humboldt University in Berlin with funding of €300,000 for an initial period of three years.
As part of our campaign to prevent child labor in our supply chain in India, we are implementing an integrated package of measures – entitled “Learning for Life” – that enables children and young people to attend school or vocational training courses and is de- signed to prevent cotton seed suppliers from employing them as laborers. The Bayer Cares Foundation joined with Caritas Interna- tional in funding a health center that will provide medical care to 30,000 victims of the earthquake in Haiti. This was made possible by Bayer employees in 34 countries, who donated a total of €250,000 in response to the company’s global appeal. Bayer topped this up to a total of €350,000.
www.sustainability.bayer.com www.climate.bayer.com www.csr.bayer.com Sustainability 37
Selected Memberships
Global Compact Founding member of the u.n. corporate responsibility initiative for sustainability
R esponsible Care Global Charter Initial signatory to the chemical industry’s global charter for development and Responsible Care
World Business Council for Sustainable Development Active member since 1997
“econsense“ – sustainable development forum of German industry Founding member of the industry-wide initiative for sustainable development
unep Climate Neutral Network Promotion of industrial and social structures with low co2 emissions.
unep sbci Supporter of the Sustainable Buildings and Climate Initiative (sbci) as part of the EcoCommercial Building Program
Global Reporting Initiative Active supporter as an organizational stakeholder
Selected Projects
unep Bayer’s partnership with the United Nations Environment Programme (unep) has set new standards in public- private partnerships. Among the long-standing joint activities is the “Bayer Young Environmental Envoy” pro- gram, in which young people from 18 countries on three continents take part.
M aking Science Make Sense The Bayer education initiative “Making Science Make Sense” was again implemented in 12 countries in 2010. Under this initiative, schoolchildren benefit from the voluntary commitment of Bayer employees who visit schools to demonstrate the aims and benefits of science with the aid of hands-on experiments.
tb Alliance In the fight against tuberculosis, Bayer is cooperating with the Global Alliance for tb Drug Development, a u.s. non- profit organization, with the aim of developing a new drug that reduces treatment times. 38 / / BAYER Names | Figures | Facts
History
19 th century
1863 1881 1891
On July 1, the The Leverkusen site is descendants of Bayer purchased. and Weskott establish the joint stock company Farbenfabriken vorm. 1897 Friedr. Bayer & Co. On August 1, Bayer scientist businessman Friedrich Dr. Felix Hoffmann Bayer and master 1884 succeeds in synthesiz dyer Johann Friedrich ing a chemically pure Weskott establish a and stable form of dyestuffs factory in acetylsalicylic acid, the Barmen, now part of active ingredient of the city of Wuppertal. AspirinTM.
1899
The chemist Carl 1865 Duisberg starts his career with Bayer. The company founders Under his leadership, purchase an interest in the scientists make a coal tar dye factory groundbreaking in the United States discoveries. and begin exporting intermediates.
1888 AspirinTM is registered
1876 as a trademark and The company estab soon achieves world- A branch factory is lishes a pharma- wide fame as a pain- opened in Moscow. ceutical department. killer.
20 th Century
1912 1925
Farbenfabriken vorm. Friedr. Bayer & Co. merge with other companies to form I.G. Farbenindustrie AG. Leverkusen becomes the main site of the
Lower Rhine Consortium of I.G. Farbenindustrie. As Germany’s most important chemical company, I.G. Farbenindustrie also becomes involved in the The company’s head events of the Third Reich. After the Second World quarters are trans War, the Allies seize and subsequently break up ferred to Leverkusen. the i.g. Farben. History 39
www.bayer.com > Bayer Group > History
1939 headquarters of ness of Sterling Win- Bayer CropScience) in throp, at the same time Monheim. regaining full rights to the Bayer name for all products and the Bayer 1986 Cross trademark in Bayer’s entire u.s. the United States and activities are consol Canada, which had Bayer scientist idated under the been confiscated after Gerhard Domagk is management holding the First World War. awarded the Nobel company Bayer usa Prize for Medicine for Inc., Pittsburgh. his discovery of the 1999
antibacterial effects 1991 of sulfonamides
(Prontosil).
1951
Bayer is re-established as Farbenfabriken Bayer’s Communica- Bayer AG, changing its tion Center (BayKomm) th name to Bayer AG in is inaugurated in To mark the 100 birth- TM 1972. Leverkusen. day of Aspirin on March 6, professional mountaineers wrap 1973 1994 Bayer’s former high-rise headquarters building in Ground is broken for The first production Leverkusen, transform- the Brunsbüttel pro- facility of Bayer Bitter- ing it into the “world’s duction site and six feld GmbH comes on biggest AspirinTM pack” years later, in 1979, for stream. In the same and earning the com the Agricultural Center year, Bayer acquires pany three entries in (now the corporate the North American the Guinness Book of self-medication busi- Records......
21st Century
2000 2001 2002
Acquisition of the On December 6, the In June, Bayer ac- polyols business of company‘s manage- quires Aventis Crop- Lyondell Chemical ment announces plans Science, making it a Company, United to establish indepen- world leader in crop States, makes Bayer dent operating sub- protection. the world’s biggest sidiaries under the producer of raw umbrella of a manage- materials for polyure- ment holding com thanes. pany. 40 / / BAYER Names | Figures | Facts
21st Century
2002 2004 2005
In October. Bayer In December, the u.s. CropScience AG be- Food and Drug Admin- comes the first legally istration approves independent Bayer sorafenib (tradename: subgroup. NexavarTM), an active ingredient jointly de- Centennial celebration: veloped by Bayer in January, the HealthCare and Onyx 2003 company’s world- Pharmaceuticals Inc., famous Bayer Cross for the treatment of trademark celebrates advanced renal cell its 100th anniversary. carcinoma.
2004 2006
In March, Bayer
announces a public In February, the World takeover offer for Health Organization Schering* AG, Berlin, (who) includes acetyl- salicylic acid, the Germany. In July, active ingredient in In June, Bayer Bayer gains control of AspirinTM, in its becomes the first 92.4 percent of the “List of essential medi- private-sector partner approximately 191 mil- cines.” to the United Nations lion outstanding Environment Pro- Schering* shares. In gramme (unep) in the December, Schering* area of youth and envi- AG is officially re- 2003 ronment. named Bayer Schering Pharma* AG. The com- In October, the sub- pany is headquartered groups Bayer Chemi- 2005 in Berlin. cals AG and Bayer In January, Bayer com- HealthCare AG and the pletes the acquisition of service company the Roche consumer 2007 Bayer Technology Ser- health business, ad- vices GmbH gain legal vancing to become one independence as part of the world’s top three of the reorganization suppliers of non-pre- of the Bayer Group. scription medicines. The subgroup Bayer MaterialScience AG In March it is an- nounced that the and the service com- 2005 panies Bayer Business BayArena stadium, Services GmbH and Lanxess AG is spun off home of German Bayer Industry from the Bayer Group Bundesliga soccer team Services GmbH & Co. on January 28. This Bayer 04 Leverkusen, is ohg (now Currenta company continues to be modernized and GmbH & Co. ohg) Bayer’s chemicals busi- enlarged to accommo- follow in December. ness and parts of its date a crowd of over polymers business. 30,000. History 41
2007 2008 concept for the first
Centennial celebration: time with the opening
the Bayer Archive has of a children’s daycare
served as the com center in Monheim,
pany’s “memory” since Germany. March 1907. In June Bayer is present- 2009 ed with the 2008 Envi- In November, Bayer ronmental Award in the 2007 CropScience com- category “Environmen- pletes the acquisition tally Friendly Technolo- of Athenix Corp., a gies” by the Federation privately held u.s. bio- of German Industries technology company. (bdi). Use of the new oxygen depolarized cathode technology 2009 saves energy and re
In August Bayer hosts duces co2 emissions. the Tunza Interna
tional Youth Confer- 2008 ence in Leverkusen, the first time this The squeeze-out of the youth environmental minority stockholders summit has been held of Bayer Schering in central Europe. Pharma* AG is effected 180 young people in September. At the from 85 countries turn of the year debate global environ- 2008 / 2009, the phar- In December, a mental issues. maceuticals businesses Bayer team wins the of Bayer and Bayer German Future Prize Schering Pharma* in for the development of Germany are combined the new anticoagulant 2007 in a single legal entity. rivaroxaban (trade- TM Centennial celebration: name: Xarelto ). in September, the 100th season of the Bayer 2008 2010 Cultural Affairs Depart- In October the world’s On October 1, ment gets underway. largest mdi production Dr. Marijn Dekkers facility goes on stream succeeds Werner in Shanghai. Wenning as Chairman of the Board of Man- 2007 agement of Bayer AG. 2009 November sees the launch of the inte grated, Group-wide 2011 Bayer Climate Pro- In February, Bayer starts gram. The aims of up the “Dream Produc- this program include tion” pilot plant in reducing the com In November, Bayer implements its zero- Leverkusen to manufac- pany’s co2 emissions. emissions building ture high-tech plastics ... using carbon dioxide.
* The names “Bayer Schering Pharma” or “Schering” as used in this publication always refer to Bayer Schering Pharma AG, Berlin, Germany, or its predecessor, Schering AG, Berlin, Germany, respectively. 42 / / BAYER Names | Figures | Facts
Dialogue
Bayer places great importance on communication, regarding it as a company’s duty to society and at the same time an essential tool for shaping its public image. Bayer seeks an open dialogue on people’s questions and problems in order to ensure credibili- ty, trust and acceptance.
Print and online publications Bayer AG issues a range of publications to keep the general public, employees and stockholders abreast of developments:
• Annual Report • Stockholders’ Newsletter • Sustainable Development Report • research (scientific magazine) • report (company magazine) • direkt (newspaper for employees and the communities near Bayer sites)
A comprehensive overview of the Bayer Group and its global activities can also be found on the company’s Internet site at www.bayer.com, which also contains an innovative Podcast Cen- ter with a range of audio and video clips. Further information on the subgroups and service companies is provided on their respec- tive homepages.
BayKomm Another focus of the company‘s information offering is the Bayer Communication Center “BayKomm” in Leverkusen, which was opened in 1991. BayKomm features exhibition areas and numer- ous events devoted to specific subjects. Visitors can learn about Bayer’s activities and acquaint themselves with a variety of sci- entific topics – from the development of new medicines and the safeguarding of global harvests to modern materials that contrib- ute to climate protection. Also on offer are guided tours to the approximately 300 exhibits, experimental lectures and projects for school students.
In February 2010, a further laboratory for schoolchildren – Baylab – was opened at BayKomm. The company’s fourth Baylab is de- signed to arouse the enthusiasm of children and young people for the world of science. The young visitors to the laboratory become research scientists for a day. Dialogue 43
Contact Communications
Bayer AG Michael Schade [email protected] Bayer HealthCare Dr. Markus Pickel [email protected] Bayer CropScience Steffen Kurzawa [email protected] Bayer MaterialScience Harald Liedtke [email protected] Bayer Business Services Oliver Günther [email protected] Bayer Technology Services Dr. Arnold Rajathurai [email protected] Currenta Jürgen Gemke [email protected]
Internet addresses
Homepage www.bayer.com BayKomm www.baykomm.bayer.com Annual Report www.annualreport.bayer.com Stockholders’ Newsletter www.stockholders-newsletter.bayer.com Sustainable Development Report www.sd.bayer.com research (scientific magazine) www.research.bayer.com Publications www.publications.bayer.com News releases www.press.bayer.com Podcast Center www.podcast.bayer.com
To order print publications
Email [email protected] Regular mail Please use the attached reply card
Communication Center “BayKomm”
Kaiser-Wilhelm-Allee 16, 51373 Leverkusen Opening times for visitors without an appointment: Monday through Friday, 12:00 noon to 6:00 p.m., Sunday 12:00 noon to 5:00 p.m. (other times by appointment)
BayKomm Service Infoline: Phone: +49 214 30 50100 44 / / BAYER Names | Figures | Facts
1 EBIT = operating result as shown in the income statement
2 E BIT(DA) before special items is not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. The company considers EBITDA before special items to be a more suitable indicator of operating performance since it is not affected by depreciation, amortization, impairments or special items. By reporting this indicator, the company aims to give readers a clearer picture of the results of operations and ensure greater comparability of data over time.
3 E BITDA: EBIT plus amortization and impairment losses on intangible assets and depreciation and impairment losses on property, plant and equipment, minus impairment loss reversals.
4 The EBITDA margin before special items is calculated by dividing EBITDA before special items by sales.
5 Earnings per share as defined in IAS 33 = adjusted net income divided by the average number of shares.
6 Core earnings per share are not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information.
7 Gross cash flow = income after taxes, plus income taxes, plus non-operating 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 non- cash components of the operating result (EBIT). It also contains benefit payments during the year.
8 Net cash flow = cash flow from operating activities according to IAS 7. Masthead 45
Masthead
Published by Bayer AG, Communications, 51368 Leverkusen, Germany
Editor Dr. Katrin Schneider, phone +49 214 30 48825 Email: [email protected] acts
English edition Currenta GmbH & Co. OHG
Language Service | F igures
Bayer on the Internet Please send me the current edition of the Please send me the current publications indicated. Please add my name to the mailing list for publications indicated. www.bayer.com German English German German direkt (newspaper for Bayer employees and retirees) direkt (newspaper for Bayer’s neighbors) N ames | F
April 2011 ng i e the follow m ons: i cat i l b German English German English German English German English German English u tockholders’ N ewsletter S tockholders’ S ustainable D evelopment Report report (company magazine) (scientific magazine) research p Please send A nnual Report
Forward-Looking Statements 2012 | 2011 Facts | Figures | Names This publication may contain forward-looking statements based on current assumptions and forecasts made by Bayer Group or subgroup management. Various known and un- known 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 described in Bayer’s published re- ports, 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 Cover Picture future events or developments. Bayer is partnering with science and industry in the “Dream Pro- duction” project aimed at using climate-damaging carbon dioxide Important Information as a valuable raw material for sustainable industrial production. The names “Bayer Schering Pharma” or “Schering” as used in this publication always refer to Bayer Schering Pharma AG, Berlin, Germany, or its predecessor, Schering AG, Berlin, The idea is to chemically bind co2 and use it to partially replace Germany, respectively. conventional fossil raw materials in the manufacture of polymers. The picture shows chemist Dr. Christoph Gürtler, project manager Legal Notice at Bayer MaterialScience, and scientist Daniela d’Elia of rwth The product names designated with TM are brands of the Bayer Group or our distribution Aachen University viewing a scanning electron micrograph of a partners and are registered trademarks in many countries. polyurethane foam. FinancialCalendar q1 2011 Interim Report april 28, 2011 Annual Stockholders’ Meeting 2011 april 29, 2011 of Dividend Payment may 2, 2011 q2 2011 Interim Report july 28, 2011 q3 2011 Interim Report october 27, 2011 2011 Annual Report february 28, 2012 Annual Stockholders’ Meeting 2012 april 27, 2012
Phone
Germany
41405 Neuss 41405
Postfach 100 538 100 Postfach Email
c/o Finger Marketing Services Marketing Finger c/o
Bayer AG Bayer
Country
Reply
city / code Postal
Street address Street
First name First
here
Name stamp
Place Please fill out in block letters block in out fill Please
2011/2012 edition • E 941 137 875 2011 | 2012 | 2011 N a m e S | F I u g R s e a f | s t c