Five-Year Summary Bayer Annual Report 2018 Five-Year Summary 2014 2015 2016 2017 2018 Bayer Group (€ million) Sales 41,339 46,085 34,943 35,015 39,586 EBITDA1 8,315 9,573 8,801 8,563 10,266 1 EBITDA before special items 8,685 10,256 9,318 9,288 9,547 1 EBITDA margin before special items (in %) 21.0 22.3 26.7 26.5 24.1 EBIT1 5,395 6,241 5,738 5,903 3,914 1 EBIT before special items 5,833 7,060 6,826 7,130 6,480 Income before income taxes 4,414 5,236 4,773 4,577 2,318 Net income (from continuing and discontinued operations) 3,426 4,110 4,531 7,336 1,695 1 Earnings per share (from continuing and discontinued operations) (€) 4.14 4.97 5.44 8.29 1.80 1 Core earnings per share (from continuing operations) (€) 5.89 6.82 6.67 6.64 5.94 Net cash provided by operating activities (from continuing and discontinued operations) 5,810 6,890 9,089 8,134 7,917 Net financial debt 19,612 17,449 11,778 3,595 35,679 2 Capital expenditures (as per segment table) 2,484 2,554 2,627 2,418 2,564 Bayer AG Total dividend payment 1,861 2,067 2,233 2,402 2,611 Dividend per share (€) 2.25 2.50 2.70 2.80 2.80 Innovation Research and development expenses (€ million) 3,537 4,274 4,405 4,504 5,246 Ratio of R&D expenses to sales – Pharmaceuticals (%) 15.6 16.0 16.7 16.2 15.5 Ratio of R&D expenses to sales – Crop Science (%) 10.3 10.7 11.7 11.7 13.0 Employees in research and development3 13,900 14,753 14,213 14,041 17,275 Employees 3 Number of employees (Dec. 31) 117,400 116,600 99,592 99,820 116,998 Personnel expenses (including pension expenses) (€ million) 9,693 11,176 9,459 9,528 11,548 Proportion of employees with health insurance (%) 96 96 98 98 98 Fluctuation (voluntary / total) (%) 4.8 / 11.4 5.0 / 13.9 4.8 / 13.2 4.8 / 10.4 5.4 / 14.4 Hours of vocational and ongoing training per employee 18.0 20.0 23.0 23.4 17.1 Safety & Environmental Protection 4 Recordable Incident Rate (RIR) for Bayer employees 0.44 0.43 0.40 0.45 0.39 5 Loss of Primary Containment Incident Rate (LoPC-IR) 0.13 0.11 0.17 0.13 0.09 Total energy consumption (terajoules) 26,288 24,677 26,243 25,832 39,628 6 Energy efficiency (kWh / €1,000) 246 200 209 205 278 7 Total greenhouse gas emissions (CO2 equivalents in million t) 4.06 4.62 4.64 3.63 5.45 Hazardous waste generated (thousand t) 377 431 428 485 421 Water use (million m³) 104 110 93 98 124 2017 figures restated; figures for 2014 – 2016 as last reported; t = metric tons 1 For definitions of the indicators see A 2.4 GRI- 2 Group total 2016 including Covestro 3 Employees calculated as full-time equivalents (FTEs) 102-48 4 RIR: Number of reportable occupational injuries and illnesses per 200,000 hours worked 5 LoPC = Loss of Primary Containment; number of incidents in which chemicals leak from their primary container, such as pipelines, pumps, tanks or drums, per 200,000 working hours 6 Quotient of total energy consumption and external sales 7 Direct emissions from power plants, waste incinerators and production plants and indirect emissions from external supplies of electricity, steam and refrigeration (according to the market-based method) Bayer Annual Report 2018 At a Glance Fiscal 2018 Bayer increases sales and earnings – leader in agriculture after acquisition // Group sales at €39.6 billion (Fx & portfolio adj. + 4.5%) // EBITDA before special items increases to €9.5 billion (+ 2.8%), held back by currency effects of approx. €0.5 billion // Pharmaceuticals with higher sales (Fx & portfolio adj.) and slightly lower earnings // Consumer Health: sales level with prior year (Fx & portfolio adj.), earnings decline // Crop Science reports sales gains, substantially higher earnings due to the acquisition, integration off to a strong start // Positive safety profile of glyphosate unchanged – Bayer vigorously defending itself against lawsuits // Net income at €1.7 billion, impacted by one-time effects // Core earnings per share at €5.94, above expectations // Proposed dividend of €2.80 per share, leading to record pay-out // Net financial debt at €35.7 billion – significantly better than expected // Bayer confirms 2019 Group outlook and 2022 targets Contents Bayer Annual Report 2018 Contents To our Stockholders Chairman’s Letter Board of Management Report of the Supervisory Board Investor Information About this Report A Combined Management Report 1. Fundamental Information About the Group 3. Report on Future Perspectives and 1.1 Corporate Profile and Structure on Opportunities and Risks 1.1.1 Corporate Profile 3.1 Future Perspectives 1.1.2 Corporate Structure 3.1.1 Economic Outlook 1.2 Strategy and Management 3.1.2 Corporate Outlook 1.2.1 Strategy and Targets 3.2 Opportunity and Risk Report 1.2.2 Management Systems 3.2.1 Group-wide Opportunity and Risk Management System 1.2.3 Sustainability Management 3.2.2 Opportunity and Risk Status 1.3 Focus on Innovation 3.2.3 Overall Assessment of Opportunities and 1.4 Commitment to Employees and Society Risks by the Board of Management 1.4.1 Employees 1.4.2 Global Respect for Human Rights 4. Corporate Governance Report 1.4.3 Societal Engagement 4.1 Declaration by Corporate Management Pursuant 1.5 Procurement and Supplier Management to Sections 289f and Section 315d of the German 1.6 Safety for People and the Environment Commercial Code 1.6.1 Product Stewardship 4.2 Compliance 1.6.2 Occupational, Plant and Transportation Safety 4.3 Disclosures Pursuant to Sections 289 b 1.6.3 Environmental Protection Through e and 315 b and c of the German 1.7 Nonfinancial and Other Disclosures by Bayer AG Commercial Code (HGB) 4.4 Compensation Report 2. Report on Economic Position 4.4.1 Compensation of the Board of Management 2.1 Overview of Business Performance 4.4.2 Disclosures Pursuant to the Recommendations 2.1.1 Target Attainment 2018 of the German Corporate Governance Code 2.1.2 Economic Position of the Bayer Group 4.4.3 Development of Board of Management Compensation 2.1.3 Key Events Relative to Employee Compensation and the 2.1.4 Economic Environment Financial Performance of the Company 2.2 Earnings; Asset and Financial Position 4.4.4 Compensation of the Supervisory Board of the Bayer Group 4.4.5 Further Information 2.2.1 Earnings Performance of the Bayer Group 4.5 Takeover-Relevant Information 2.2.2 Business Development by Segment 4.6 CSR Directive Implementation Act: 2.2.3 Value-Based Performance Index to Nonfinancial Statement 2.2.4 Asset and Financial Position of the Bayer Group 2.3 Earnings; Asset and Financial Position of Bayer AG 2.3.1 Earnings Performance of Bayer AG 2.3.2 Asset and Financial Position of Bayer AG 2.3.3 Outlook for Bayer AG 2.4 Alternative Performance Measures Used by the Bayer Group Bayer Annual Report 2018 Contents B Consolidated Financial Statements Bayer Group Consolidated Income Statements 27. Financial instruments Bayer Group Consolidated Statements 27.1 Financial instruments by category of Comprehensive Income 27.2 Maturity analysis Bayer Group Consolidated Statements of Financial Position 27.3 Information on derivatives Bayer Group Consolidated Statements of Changes in Equity 28. Contingent liabilities and other financial commitments Bayer Group Consolidated Statements of Cash Flows 29. Legal risks Notes to the Consolidated Financial Statements Notes to the Statements of Cash Flows of the Bayer Group 30. Net cash provided by (used in) operating, 1. General information investing and financing activities 2. Effects of new financial reporting standards 3. Basic principles, methods and critical Other Information accounting estimates 31. Audit fees 4. Segment reporting 32. Related parties 5. Scope of consolidation; subsidiaries and affiliates 33. Total compensation of the Board of Management 5.1 Changes in the scope of consolidation and the Supervisory Board, advances and loans 5.2 Business combinations and other acquisitions 34. Events after the end of the reporting period 5.3 Divestments, material sale transactions and discontinued operations Responsibility Statement Notes to the Income Statements Independent Auditor’s Report 6. Net sales Independent Auditor’s Report on 7. Other operating income a Limited Assurance Engagement 8. Other operating expenses on Sustainability Information 9. Personnel expenses and employee numbers 10. Financial result 10.1 Income (loss) from investments in affiliated companies 10.2 Net interest expense 10.3 Other financial income and expenses C Further Information 11. Taxes 12. Income / losses attributable to noncontrolling interest 13. Earnings per share Governance Bodies Notes to the Statements of Financial Position 14. Goodwill and other intangible assets 15. Property, plant and equipment 16. Investments accounted for using the equity method 17. Other financial assets 18. Inventories 19. Trade accounts receivable 20. Other receivables 21. Equity 22. Provisions for pensions and other post-employment benefits 23. Other provisions 24. Financial liabilities 25. Trade accounts payable 26. Other liabilities To our Stockholders Bayer Annual Report 2018 Chairman’s Letter Chairman’s Letter The safety of our products is our top priority I’m pleased to present our new Annual Report, which looks back on a particu- larly eventful year that was not an easy one.