k cover picture Stockholders’ Newsletter Financial report as o F March 31, 2010 First Quarter of 2010: Bayer achieves strong gains in sales and earnings contents interiM Group ManaGeMent report condensed consolidated interiM Financial as oF March 31, 2010 stateMents as oF March 31, 2010 k Bayer Group Key Data ...................................................3 k Bayer Group Consolidated Income Statements ...............29 k Overview of Sales, Earnings and Financial Position .....4 k Bayer Group Consolidated Statements of k Economic Outlook ..........................................................6 Comprehensive Income ....................................................30 k Sales and Earnings Forecast .........................................7 k Bayer Group Consolidated Statements of k Corporate Structure .......................................................8 Financial Position ..............................................................31 k Performance by Subgroup, Segment k Bayer Group Consolidated Statements of Cash Flows ....32 and Region .....................................................................9 k Bayer Group Consolidated Statements of k HealthCare ..................................................................9 Changes in Equity .............................................................33 k CropScience ..............................................................14 k Notes to the Condensed Consolidated Interim k MaterialScience ........................................................ 19 Financial Statements as of March 31, 2010 .....................34 k Performance by Region ............................................22 k Key Data by Segment .....................................................34 k Calculation of EBIT(DA) Before Special Items ............22 k Key Data by Region ........................................................34 k Core Earnings Per Share .............................................24 k Explanatory notes .........................................................36 k Financial Position of the Bayer Group .........................25 report on the 2010 annual k Employees ....................................................................27 stockholder’s MeetinG .................................................40 k Opportunities and Risks ..............................................27 k Events After the Reporting Period ..............................27 hiGhliGhts oF the First quarter oF 2010 k Focus: The Pill – reliability in a blister pack .....................50 For direct k Investor Information .........................................28 k news ..................................................................................52 access to a 8 Further inForMation chapter, simply click k Financial Calendar and Masthead ....................................60 on its name bayer stockholders’ newsletter table oF contents cover picture Research and development are a major success factor for the inventor company Bayer. An important focus of this activity is on the dynamic growth region of Asia / Pacific. The cover picture, taken at our facility in Singapore, shows Cally Lim (left) working with wafer-thin, flexible solar cells, and her colleagues Wilfredo Aguilar and Dr. Stefan Bahnmüller (right), who are inspecting luminescent films. They are all employees of the Functional Films unit of Bayer Material Science, which is combining innovative ideas with proven materials to develop products that meet tomorrow’s needs. 3 Bayer StockholderS’ NewSletter taBle oF coNteNtS Bayer Group Key Data 1st 1st Quarter Quarter Full year 2009 2010 change 2009 € million € million % € million Sales 7,895 8,316 + 5.3 31,168 change in sales Volume – 9.4% + 6.9% – 2.9% Price – 0.3% – 0.7% – 2.8% Currency + 1.9% – 0.3% + 0.6% Portfolio + 0.3% – 0.6% – 0.2% eBITDA1 1,661 1,841 + 10.8 5,815 Special items (34) (77) (657) EBITDA before special items 1,695 1,918 + 13.2 6,472 EBITDA margin before special items 21.5% 23.1% 20.8% eBIt 2 973 1,197 + 23.0 3,006 Special items (44) (77) (766) EBIT before special items 1,017 1,274 + 25.3 3,772 EBIT margin before special items 12.9% 15.3% 12.1% Non-operating result (334) (244) + 26.9 (1,136) Net income 425 693 + 63.1 1,359 Earnings per share (€) 3 0.55 0.84 + 52.7 1.70 Core earnings per share (€) 4 0.91 1.20 + 31.9 3.64 Gross cash flow 5 1,209 1,271 + 5.1 4,658 Net cash flow 6 693 732 + 5.6 5,375 cash outflows for capital expenditures 290 230 – 20.7 1,575 research and development expenses 657 717 + 9.1 2,746 depreciation and amortization 688 644 – 6.4 2,809 Number of employees at end of period 7 108,700 107,800 – 0.8 108,400 Personnel expenses (including pension expenses) 1,891 2,015 + 6.6 7,776 1 EBITDA = EBIT plus amortization of intangible assets and depreciation of property, plant and equipment. EBITDA, EBITDA before special items and EBITDA margin are not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. The company considers underlying EBITDA to be a more suitable indicator of operating performance since it is not affected by depreciation, amortization, write-downs / write- backs or special items. The company also believes that this indicator gives readers a clearer picture of the results of operations and ensures greater comparability of data over time. The underlying EBITDA margin is calculated by dividing underlying EBITDA by sales. See also chapter 6 “Calculation of EBIT(DA) Before Special Items.” 2 EBIT = operating result as shown in the income statement 3 Earnings per share as defined in IAS 33 = net income divided by the average number of shares. For details see page 37. 4 Core earnings per share are not defined in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. The company believes that this indicator gives readers a clearer picture of the results of operations and ensures greater comparability of data over time. It is calculated as explained in chapter 7 “Core Earnings Per Share.” 5 Gross cash flow = income after taxes, plus income taxes, plus non-operating result, minus income taxes paid or accrued, plus depreciation, amortization and write-downs, minus write-backs, plus / minus changes in pension provisions, minus gains / plus losses on retirements of noncurrent assets, plus non-cash effects of the remeasurement of acquired assets. The change in pension provisions includes the elimination of non-cash components of the operating result. It also contains benefit payments during the year. For details see chapter 8 “Financial Position of the Bayer Group.” 6 Net cash flow = cash flow from operating activities according to IAS 7 7 Number of employees in full-time equivalents 4 InterIm Group manaGement report as of march 31, 2010 bayer stockholders’ newsletter 1. Overview of Sales, Earnings and Financial Position table of contents First quarter of 2010: Bayer achieves strong gains in sales and earnings • Sales €8.3 billion (+ 5.3%) • EBITDA before special items €1.9 billion (+ 13.2%) • Net income €0.7 billion (+ 63.1%) • Core earnings per share €1.20 (+ 31.9%) • Group outlook raised for 2010 1. Overview of Sales, Earnings and Financial Position The Bayer Group achieved strong gains in sales and earnings in the first quarter of 2010. Material Science posted a clear recovery, achieving better-than-expected sales growth against the very weak prior-year quarter in an increasingly stabilizing market environment. HealthCare saw a slight improvement in sales and earnings. The CropScience business, however, weakened dis- tinctly in the first quarter of 2010 compared with the record prior-year quarter, mainly in light of market- and weather-related factors. Group sales rose by 5.3% to €8,316 million (Q1 2009: €7,895 million). Adjusted for currency and portfolio effects (Fx & portfolio adj.), business grew by 6.2%. Sales of HealthCare increased by 0.7% (Fx & portfolio adj. +2.6%). In the CropScience business, sales receded by 7.9% (Fx & port- folio adj. -10.0%). Sales of MaterialScience advanced by a considerable 35.5% (Fx adj. +37.9%). bayer Group Quarterly sales [Grafik[Graphic 1] € million Total 2009 1,153 6,742 7,895 Q1 2010 1,156 7,160 8,316 2009 994 7,015 8,009 Q2 2010 2009 1,042 6,350 7,392 Q3 2010 2009 958 6,914 7,872 Q4 2010 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 Domestic Foreign bayer stockholders’ newsletter InterIm Group manaGement report as of march 31, 2010 5 table of contents 1. Overview of Sales, Earnings and Financial Position EBITDA before special items of the Bayer Group expanded by 13.2% to €1,918 million (Q1 2009: €1,695 million). The clear improvement at MaterialScience contributed substantially to this earn- ings growth. The EBITDA margin before special items climbed to 23.1% (Q1 2009: 21.5%). bayer Group Quarterly EBITDA before special Items [Grik[Graphic 2] € million 2009 1,695 Q1 2010 1,918 2009 1,765 Q2 2010 2009 1,499 Q3 2010 2009 1,513 Q4 2010 0 500 1,000 1,500 2,000 HealthCare generated EBITDA before special items of €1,079 million (Q1 2009: €1,061 million). EBITDA before special items of CropScience, at €559 million, was down by 24.2% from the very good earnings level of the prior-year period (€737 million). This drop in earnings was largely due to the de- cline in sales caused by market- and weather-related factors. MaterialScience posted EBITDA before special items of €287 million after the very weak prior-year figure of minus €116 million, which was attributable to the slump