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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January, 2003
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Bayer Aktiengesellschaft
(Exact name of registrant as specified in its charter)
Bayerwerk, Gebaude W1
D-51368 Leverkusen
Germany
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
---
Indicate by check mark whether the registrant by furnishing information
contained in this Form is also thereby furnishing information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
EXHIBIT INDEX
1. Press release dated September 18, 2002
2. Press release dated September 24, 2002
3. Press release dated October 1, 2002
4. Press release dated October 1, 2002
5. Press release dated October 4, 2002
6. Press release dated October 8, 2002
7. Press release dated October 16, 2002
8. Press release dated October 28, 2002
9. Press release dated October 28, 2002
10. Press release dated October 28, 2002
11. Press release dated October 29, 2002
12. Press release and Third Quarter 2002 Consensus Estimates, November 6,
2002
13. Press release dated November 12, 2002
14. Stockholders' Newsletter and Interim Report for the First Three
Quarters, November 12, 2002
15. Press release dated November 22, 2002
16. Press release dated December 5, 2002
17. Press release dated December 5, 2002
18. Press release dated December 6, 2002
19. Press release dated December 16, 2002
20. Press release dated December 20, 2002
21. 2003 Calendar of Investor Relations Events
EXHIBIT 1
Bayer CropScience agrees to sell wheat herbicide to Arvesta Corporation
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Monheim - Bayer CropScience has agreed to divest its wheat herbicide Everest(R)
to San Francisco-based Arvesta Corporation, pending approval by the U.S. and
Canadian regulatory authorities. Terms of the purchase agreement were not
disclosed.
The sale of Everest(R) is part of the requirements to which Bayer CropScience
agreed with the U.S. Federal Trade Commission and the Canadian Competition
Bureau as a condition of approval for Bayer to acquire Aventis CropScience.
Registered since October 2000, Everest(R) is a selective post-emergence grass
herbicide for early season control of wild oats, green foxtail and other grasses
in winter and spring wheat crops. Everest(R) provides growers with a rotational
tool to manage resistance and is currently sold primarily in Canada and the
United States.
"The negotiations with Arvesta were concluded in a professional and expeditious
manner and I am very pleased with the results" stated Jochen Wulff, Chairman of
the Board of Bayer CropScience.
"In the two years since Everest(R) was introduced to the market by Bayer, it
fulfilled our expectations", added Emil Lansu, Head of the NAFTA-region for
Bayer CropScience. "The pending purchase by Arvesta will ensure that this
innovative herbicide remains available to the Canadian and US growers who have
come to value it."
Bayer CropScience, a subsidiary of Bayer AG with annual sales of some Euro 6.5
billion, is one of the world's leading innovative crop science companies in the
areas of crop protection, seeds and green biotechnology, as well as
non-agricultural pest control. The company offers an outstanding range of
products and extensive service backup for modern, sustainable agriculture and
for non-agricultural applications.
Bayer CropScience has a global workforce of 22,000 and is represented in 122
countries, ensuring proximity to dealers and consumers.
Leverkusen, September 18, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 2
10th World Congress of the International Society for Sexual and Impotence
Research (ISSIR):
Men Treated with Vardenafil Report Reliable Improvement in Erectile Function
over Time and Improvements in Erection Quality Following Prostate Cancer Surgery
Leverkusen - Findings from a clinical trial investigating the efficacy of
Vardenafil will be presented at the 10th World Congress of the International
Society for Sexual and Impotence Research (ISSIR) in Montreal. Men with erectile
dysfunction (ED) who were taking the oral investigational drug Vardenafil
reported consistently improved erectile function (EF) the first time they took
the drug and subsequently thereafter. For the three months of the study
involving over 800 ED patients, Vardenafil was reported to consistently improve
rates of successful penetration, intercourse success and overall satisfaction
during the first and subsequent attempts. Investigators evaluated the ability of
Vardenafil to provide reliable efficacy over time in a broad population of men
with ED. They analysed data from a phase III, randomised, double-blind study in
which 805 men with ED received Vardenafil 5, 10 or 20 mg or placebo for up to 26
weeks. The analysis showed that at a 20 mg dose:
o On average men were successful in 74 percent of their first attempts in
penetrating their partner compared with 46 percent of men taking placebo.
o Of those men taking Vardenafil who were successful the first time, they
continued to achieve successful penetration in 91 percent of subsequent
attempts.
"Men want to be confident that the ED drug they are taking works the first time
and time after time," said Luc Valiquette, M.D., Professor of Urology at the
Hospital Saint-Luc du CHUM in Montreal. "I've seen frustration in some of my
patients because some of the current treatments do not consistently work, and
their efficacy may diminish over time. This reinforces the need for new ED
therapies that are effective, consistent and safe."
Data from two other clinical trials presented at the ISSIR meeting also showed
that over time men taking Vardenafil consistently report improvement in EF.
o In a year-long study of Vardenafil, a broad population of men with ED reported
improvement in their EF.
o A six-month open label study of Vardenafil reported return to normal EF, with
81 percent of men reporting improved erections.
In another study, the first of its kind to assess the effect of a
phosphodiesterase (PDE-5) inhibitor on EF and depressive symptoms among men with
ED resulting from prostate cancer surgery, men taking Vardenafil were more
likely to report improved erections and fewer depressive symptoms than men
taking placebo.
In this phase III clinical trial, 440 men aged 44 to 77 years with ED following
prostatectomy and who experienced ED for six months before entering the study,
were randomly assigned to placebo or Vardenafil (at a dose of 10 or 20 mg) for
12 weeks. After 12 weeks:
o Up to 71 percent of patients who had undergone a specific type of
prostatectomy, known as bilateral nerve-sparing, reported statistically
significantly improvement in erections with Vardenafil 20 mg versus 12 percent
of men taking placebo.
o A significant decrease in depressive symptoms was observed among a small
subset of depressive prostatectomy patients taking Vardenafil 20 mg.
"Men who suffer from ED following prostatectomy are among the most difficult to
treat because their ED is typically severe. The finding that Vardenafil
significantly improved erectile function in our study patients is important
because more than two thirds of these men had severe ED," said Gerald Brock,
M.D., lead study investigator and Associate Professor, Department of Surgery,
Division of Urology at St. Joseph's Health Centre in London, Ontario, Canada. He
also added: "The finding that Vardenafil eased depressive symptoms in these men
is very good news, because it means that Vardenafil helps improve quality of
life in men who are often suffering both emotionally and physically from this
condition."
In all these studies, drug-related adverse events were reported as generally
mild to moderate in intensity with the most frequent adverse events being
headache, flushing and rhinitis. ED - the persistent inability to attain and
maintain an erection adequate to permit satisfactory sexual intercourse - is a
common health condition among men that is largely untreated. It is estimated
that some degree of ED affects more than one half of all men over the age of 40
and that worldwide an estimated 152 million men suffer from ED.
Vardenafil, researched and discovered by Bayer AG, will be marketed by Bayer and
GlaxoSmithKline (GSK) through a worldwide co-promotion and co-development
agreement that the two companies signed in November 2001. Marketing
Authorisation Applications have been approved by regulatory authorities in
several Latin American countries and have been submitted for regulatory review
in all major regions worldwide, including the United States, Europe and Japan.
Bayer is an international, research-based group with major businesses in
healthcare, agriculture, polymers and specialty chemicals.
GlaxoSmithKline - one of the world's leading research-based pharmaceutical and
healthcare companies - is committed to improving the quality of human life by
enabling people to do more, feel better and live longer.
Leverkusen, 2002-09-024
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 3
Bayer CropScience becomes first legally independent subgroup
Bayer Group CEO Werner Wenning: "A milestone in our reorganization"
Leverkusen - The Bayer Group has taken a major step forward in its
reorganization program: Bayer CropScience becomes the first legally independent
operating subgroup upon its entry in the trade register on October 1, 2002. The
new company - created by combining Bayer's former Crop Protection Business Group
with the activities of Aventis CropScience, which Bayer acquired in early June
2002 - is the world's number two agchem supplier with about 22,000 employees and
some EUR 6.5 billion in sales. "We have now reached an important milestone in
the reorganization of the Bayer Group into four operating subsidiaries and three
service companies under the umbrella of a management holding company," said
Werner Wenning, Chairman of the Board of Management of Bayer AG. "In the short
time since the decision was made in September 2001 to form an independent crop
protection subsidiary, excellent work has been done, and done quickly - on top
of the obvious necessity of looking after our day-to-day operations."
According to Wenning, Bayer CropScience has a number of advantages as a new
corporate entity. For example, it is an agile unit that can operate flexibly and
independently in the market, and its creation has greatly facilitated the
integration of Aventis CropScience. Wenning said that the experience gained by
Bayer CropScience along its path to legal independence is also benefiting the
other three future operating subgroups - Bayer Chemicals, Bayer HealthCare and
Bayer Polymers - and the service companies Bayer Business Services, Bayer
Technology Services and Bayer Industry Services. Pending the approval of the
Annual Stockholders' Meeting in April 2003, these companies are scheduled to
become legally independent thereafter during the course of the year.
"We have created a modern company that aims to fully exploit its strengths in
crop protection, the seed business and biotechnology, as well as in
nonagricultural pest control, for the benefit of its customers," explained Dr.
Jochen Wulff, Management Board Chairman of Bayer CropScience AG. "With an
innovative and research-oriented focus, we intend to grow considerably faster
than the market and thus to increase our sales to more than EUR 7 billion over
the next three to four years."
Following the successful integration of Aventis CropScience, the company aims to
achieve a return on sales of 20 percent by 2006, said Wulff. Estimated one-time
integration charges of EUR 500 million are offset by a similar volume of
synergies expected to be fully realized as of 2005.
Leverkusen, October 1, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 4
Bayer Biological Products Receives FDA Approval for Additional Kogenate(R) FS
Manufacturing Processes
Approval of 200 liter fermenters increases production capacity for the U.S.
Leverkusen - Bayer Biological Products (BP) announced today receipt of United
States Food and Drug Administration (FDA) approval for additional processes used
in the manufacture of Kogenate(R) FS, Antihemophilic Factor (Recombinant),
formulated with sucrose. This approval enables Bayer BP to expand production
capacity and reinforces its position as a reliable supplier of Kogenate(R) FS.
Further, the approval creates additional momentum for Bayer BP to achieve its
highest ever quarterly releases of recombinant factor VIII by spring 2003.
Specifically, FDA approved Bayer BP's use of six 200 liter fermenters at its
Berkeley Calif. manufacturing facility. The 200 liter fermenters, twice the
volume of the fermenters currently utilized, are used to grow hamster kidney
cells that have been modified through highly advanced recombinant technology to
produce human Factor VIII, the blood protein missing in individuals living with
hemophilia A.
Because the 200 liter fermenters are now approved in the United States,
Kogenate(R) FS manufactured using these fermenters can be released for use in
the U.S. marketplace.
Dr. Glenn Pierce, president of the National Hemophilia Organization, expressed
his excitement over the approval. "Over the last several months Bayer BP has
worked extremely hard to get back to normal releases of recombinant Factor VIII
in a marketplace that has experienced significant shortages. This latest
approval of their 200 liter fermenters is very good news for the hemophilia
community."
Dr. Gunnar Riemann, executive vice president, Bayer Corporation, and president,
Bayer BP Division, commented on the significance of the approval. "Our
commitment to providing reliable supplies of Kogenate(R) FS is stronger than
ever, and our releases are continuing to increase. This approval is one of
several positive communications received recently from FDA, and is extremely
important to us and to the community of patients we serve." These recently
received positive communications relate to inspections conducted over the last
two years at the Clayton, North Carolina and Berkeley manufacturing facilities.
In these communications, FDA expressed its satisfaction with Bayer BP's
responses and progress made to address observations made during inspections at
Berkeley and Clayton in late 2000, a subsequent Clayton inspection in March
2001, and in the Warning Letter issued July 2001. As a result, the Warning
Letter is now officially closed. Additionally, FDA informed Bayer BP that
responses and corrective actions following the March 2002 Berkeley inspection
are acceptable. These communications reinforce findings of compliance by
Canadian and European regulatory authorities following their inspections earlier
this year.
Reacting to the recent positive news from FDA, Carol Moore, vice-president of
regulatory affairs at Bayer BP stated, "Needless to say, we are very pleased
with the approval of the 200 liter fermenters and the closing of the Warning
Letter. Sustainable compliance with FDA's Good Manufacturing Practice standards,
will always be our goal and we will meet that goal through continuous vigilance,
evaluation, and change as warranted."
Lerverkusen, 2002-10-01
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 5
Bayer plans to sell Rhein Chemie to Advent International
Transfer scheduled for November 2002
Leverkusen - Bayer AG intends to sell its subsidiary Rhein Chemie Rheinau GmbH,
Mannheim, Germany, to a group of financial investors advised by Advent
International Corporation, Boston, for EUR 215 million, including the assumption
of debt. The transaction would include the wholly owned subsidiary iSL-Chemie
GmbH & Co. KG of Kurten, Germany, as well as Rhein Chemie affiliates in the
United States and Japan and a Chinese joint venture in which Rhein Chemie owns a
90 percent interest. It is planned to complete the sale at the beginning of
November, subject to the approval of the relevant antitrust authorities.
"Under this new ownership, Rhein Chemie would have excellent prospects of
further expanding its strong market position," commented Bayer AG Management
Board Chairman Werner Wenning. In December 2001, Bayer announced its intention
to divest Rhein Chemie and other subsidiaries so as to focus more closely on its
core businesses. The sale of Holzminden, Germany-based subsidiary Haarmann &
Reimer to the financial investor EQT was completed only a few days ago.
Founded in 1889, Rhein Chemie has been a subsidiary of Bayer AG since 1971. The
company is an internationally successful supplier of specialties to the rubber,
lubricant and plastic industries. Its 1,100 employees in Germany and around the
world, including 550 in Mannheim, generated global sales in 2001 of
approximately EUR 320 million. Rhein Chemie operates production facilities in
Germany, the United States, China, Japan and other countries. With more than 50
investments worldwide in the chemical and pharmaceutical industry, Advent
International Corporation has extensive experience in this sector. Its
investments in European companies include Vinnolit in Germany, Materis in France
and Pemco in Belgium.
Advent International is one of the world's largest private equity firms with EUR
6 billion under management and offices in 14 countries. The company employs more
than 100 experts in the United States, Europe, Latin America and Asia. Since its
founding in 1984, Advent International has invested in over 500 companies. The
chemical and pharmaceutical sector is one of Advent International's main fields
of expertise in Europe.
Leverkusen, October 4, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 6
Relaunch of the Bayer AG Investor Relations website
Leverkusen - Bayer AG Investor Relations has offered an information platform for
private and institutional investors and analysts at www.investor.bayer.com since
1998. In view of the increasing importance of the Internet medium for the
financial community, we have redesigned our website to make it more
user-friendly, at the same time increasing the amount of information offered and
introducing new functionalities.
o Under Downloads you will find documents dating from 1998 to the present day
for download.
o Under Investor Handout, the "Handout Highlights" present the most important
information in a nutshell. "My Handout" enables you to create your own personal
handout by selecting the documents you need. The "Slideshow" allows convenient
viewing.
o The My Documents function offers the collection and combined download of
documents as a ZIP file.
Visit us at
www.investor.bayer.com (English) or
www.investor.bayer.de (German)
Leverkusen, October 8, 2002
Sincerely,
Your Bayer AG Investor Relations team
The relaunch was designed and implemented in cooperation with antwerpes &
partner ag, Cologne.
EXHIBIT 7
Sale of Bayer's household insecticides business
Bayer and SC Johnson have signed Letter of Intent
Leverkusen - Bayer AG and SC Johnson have signed a letter of intent with regard
to the sale of Bayer AG's household insecticides business. Bayer aims to
complete the sale by the end of 2002. Comprising mainly the successful Baygon(R)
insecticide and Autan(R) repellent brands, which hold leading positions in their
market segments, the business has annual sales of some EUR 400 million.
In March 2002 Bayer AG announced that the household insecticides business would
be sold to enable its Consumer Care Business Group to concentrate on its
business in non-prescription health care products.
Leverkusen, October 16, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 8
Bayer CropScience AG to sell a range of products to BASF
Company on track with regulatory divestments subsequent to acquisition of
Aventis CropScience
Monheim - Bayer CropScience AG today announced that it intends to sell a package
of selected insecticides and fungicides to BASF AG while retaining certain
back-licenses for non-agricultural applications. The total package is valued at
EUR 1,330 million. Taking into consideration the back-licenses the cash purchase
price amounts to EUR 1,185 million. With the completion of the envisaged
transaction, Bayer CropScience would fulfill within the given timeframe a major
condition imposed by the European Commission and the U.S. Federal Trade
Commission (FTC) as part of the Aventis CropScience acquisition. This
transaction is subject to the approval by the European Commission and the U.S.
Federal Trade Commission.
Following the respective consent orders the agreements with BASF contain assets
and rights related to two insecticides (active ingredients: Fipronil, Ethiprole)
and a number of fungicides (active ingredients: Prochloraz, Iprodione,
Triticonazole, Fluquinconazole and Pyrimethanil) for certain regions and
application fields. BASF will also acquire the Aventis CropScience manufacturing
plant in Elbeuf, France. The total revenue from the products and operations
involved in the transaction amounted to about EUR 500 million in 2001.
"After the sale of these products, Bayer CropScience can now focus entirely on
developing its business and expanding its market position", said Werner Wenning,
Chairman of the Board of Management of Bayer AG. "Cash-in from the sale also
contributes to improving the Group<180>s financials, as does the cash inflow
from the other divestments we have already announced."
"Following a very competitive auction process and intensive negotiations with
several interested parties we are pleased to have reached an agreement with
BASF," added Dr. Jochen Wulff, Chairman of the Board of Management of Bayer
CropScience AG. "The purchase price agreed represents a fair compensation for
the required divestments. I am also pleased that we were able to retain licence
rights to market Fipronil and its mixtures in certain non-agricultural markets
within the scope of the FTC consent order," emphasized Wulff. "The integration
of the Aventis CropScience operations is moving ahead quite rapidly and we
continue to focus our efforts on the further integration and strategic
development of the new Bayer CropScience."
Bayer CropScience AG, a subsidiary of Bayer AG with annual sales of some EUR 6.5
billion, is one of the world's leading innovative crop science companies in the
areas of crop protection, seeds and green biotechnology, as well as
non-agricultural pest control. The company offers an outstanding range of
products and extensive service backup for modern, sustainable agriculture and
for non-agricultural applications. Bayer CropScience has a global workforce of
22,000 and is represented in 122 countries, ensuring proximity to dealers and
consumers.
Leverkusen, October 28, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and
with the U.S. Securities and Exchange Commission (including our Form 20-F).The
company assumes no liability whatsoever to update these forward-looking
statements or to conform them to future events or developments.
EXHIBIT 9
USA: Bayer's Cipro Patent Affirmed by U.S. Courts
Patent protection in the USA assured until the end of 2003
Leverkusen - Bayer is to enjoy patent protection until the end of 2003 for its
highly successful antibiotic Ciprofloxacin (Cipro(R)). The validity of the
patent has now also been confirmed by the U.S. Federal Appellate Court in
Washington D.C. dealing with patent issues.
A number of generic drug manufacturers had attempted through various court
actions to challenge the patent's validity with the goal of marketing generic
equivalents of Cipro(R) before the expiration of Bayer's patent. Bayer had
already successfully defended the patent before two US federal courts upon first
review. Based on a Bayer initiated re-examination, the United States Patent
Office had previously reached the same conclusion in 1999.
"I am pleased that these proceedings are finally resolved" said Dr. Frank
Morich, Chairman of the future Bayer HealthCare AG. "It is of great importance
that valid patents are recognised to reward scientific innovation in the
pharmaceutical industry. Only in this circumstance can we, and other research
based pharmaceutical companies, undertake the intensive research and development
that will significantly contribute to the fight against disease." Ciprobay(R)
(in the USA: Cipro(R)) with the active ingredient Ciprofloxacin, is a
broad-spectrum antibiotic that is approved for 14 indications. World-wide, it is
the most prescribed drug in its class.
Leverkusen, October 28, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 10
Rolf Classon Appointed Chairman of the Board of Management of Bayer HealthCare
AG Dr. Frank Morich Leaves Bayer
Leverkusen, October 28, 2002 - The Board of Management of Bayer AG has appointed
Rolf Classon the new Chairman of the Board of Management of the future Bayer
HealthCare AG effective immediately. In addition, he will also assume the
chairmanship of Bayer HealthCare's Executive Committee.
Classon succeeds Dr. Frank Morich, who has left Bayer AG by mutual agreement.
The new HealthCare CEO was previously a member of the subgroup's Executive
Committee, in which he was responsible for strategy and business development. In
addition, he was Head of the Diagnostics Division of Bayer HealthCare.
Rolf Classon joined Bayer in 1991 as Executive Vice President of the Diagnostics
Business Group, responsible for marketing, sales and service. On January 1,
1995, he became head of the business group, which is headquartered in the United
States.
Among his accomplishments at Bayer, Classon was responsible for the successful
integration of the diagnostics activities of Chiron into Bayer's Diagnostics
Division. Prior to joining Bayer, he held various managerial posts at Pharmacia
AB, a Swedish health care company. Classon was born in Sweden.
Professor Dr. Wolfgang Hartwig will assume the position of Head of the
Diagnostics Division with immediate effect. As previously announced, he has been
preparing to take up his new post for the past several weeks.
Prof. Dr. Wolfgang Hartwig began working at Bayer in 1982. He became a head of
department in 1988 and was appointed head of the Pharmaceuticals Business
Group's chemical laboratory three years later. In 1993, he transferred to the
Bayer Corporation in the US as Head of Pharmaceutical Research. From the end of
1996 to mid 2002, Hartwig headed the global research activities of the
Pharmaceuticals Business Group. On July 1, he transferred within the HealthCare
business area to the Diagnostics Division.
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 11
Bayer Corporation Submits Additional New Drug Application For Once-Daily
Cipro(R) XR
An Extended-Release Formulation for Complicated Urinary Tract Infections
WEST HAVEN, CT, October 29, 2002 -- Bayer Corporation, Pharmaceutical Division
today announced it has submitted a New Drug Application (NDA) to the U.S. Food
and Drug Administration (FDA) to market Cipro(R) XR (ciprofloxacin
extended-release) in a once-daily modified release tablet formulation for the
treatment of complicated urinary tract infections (UTIs). This new formulation
of ciprofloxacin has been submitted for once-daily dosing for a course of 7-14
days.
Cipro XR was developed using a bilayer matrix of the active ingredient
ciprofloxacin. This new formulation enables an initial rapid release of
ciprofloxacin, which distributes to the serum and tissues within hours. This is
followed by a second extended release of the active ingredient over 24 hours. In
March 2002, Bayer submitted an NDA to the Food and Drug Administration to market
Cipro XR (ciprofloxacin extended-release tablets) as a once-daily, three-day
treatment for uncomplicated urinary tract infections.
"This NDA submission for Cipro XR in complicated urinary tract infections
represents Bayer's commitment to developing and bringing to market innovative
therapies," said Dr. Lawrence Posner, Senior Vice President and Worldwide Head,
Regulatory Affairs, Bayer Corporation. "We asked physicians what was most
important to their UTI patients and once-a-day dosing was a common response," he
added.
Urinary tract infections are a serious health problem, accounting for millions
of physician visits each year. UTIs are most often caused by bacteria and are
frequently treated with antibiotics, such as fluoroquinolones.
Complicated urinary tract infection (UTI) can be defined as symptomatic
infection with significant bacteria in the urine associated with structural or
functional urinary tract abnormality. Such abnormalities or risk factors
predisposing patients to UTIs are numerous, including stones, neurogenic bladder
disorder, urinary tract instrumentation, catheterization, and metabolic
conditions such as diabetes. Complicated UTI is often associated with recurrent
infections and frequently involves multi-resistant microorganisms and can be
associated with increased morbidity, mortality and length of stay in
hospitalized patients.
Symptoms of UTIs include painful, burning urination, pelvic pain and the
frequent urge to urinate. A physician can make a diagnosis of a UTI with a
simple urine test for bacteria and pus. Left untreated, UTIs may lead to a more
serious infection.
About Bayer Corporation
Best known for its flagship product, Bayer Aspirin, Bayer Corporation produces a
broad range of healthcare, crop protection, polymer and chemical products that
help diagnose and treat diseases, purify water, preserve local landmarks,
protect crops, advance automobile safety and durability and improve people's
lives.
Bayer Pharmaceuticals is a division of Bayer Health Care and a member of the
worldwide Bayer Group, a $27 billion international healthcare and chemicals
group based in Leverkusen,
Germany. The Bayer Group stock is a component of the DAX and is listed on the
New York Stock Exchange (ticker symbol: BAY).
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 12
Bayer AG
Q3 / 2002 Consensus Estimates
Ladies and Gentlemen,
we like to thank you for providing us with your Q3/ 2002 estimates for Bayer.
The calculated consensus is based on estimates contributed by 23 major banks.
All consensus numbers are quoted in million Euros.
Average High / Low
------- ----------
Sales from continuing operations 7,512 8,523 / 7,025
Underlying continuing operating profit (pre exceptionals) 100 237 / -75
Reported operating profit (after exceptionals) 979 1,208 / 785
Pre-tax income (incl. exceptionals) 739 993 / 511
EPS (Euro/share) (incl. exceptionals) 1.03 1.36 / 0.58
Best regards,
Bayer AG
Investor Relations Team
Leverkusen, November 6, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 13
Bayer CEO Werner Wenning: "A partnership in pharmaceuticals will not be
prevented by rigid insistence on a certain shareholding"
Leverkusen - Bayer is breaking new ground in its search for a partner for its
pharmaceuticals business: "A possible partnership will not be prevented by rigid
insistence on Bayer having a certain shareholding," Bayer CEO Werner Wenning
said at the company's Fall Financial News Conference on Tuesday in Leverkusen.
"We will proceed pragmatically and attempt to achieve the optimum scenario for
our business and our stockholders. One thing has become clear, however: we can
no longer realistically expect Bayer to have a majority interest in a
partnership that would at the same time benefit our business. Therefore, the
pursuit of this option is currently no longer a priority." In order to maximize
Bayer's influence in such a partnership, the company must exhaust the full
potential of its own business, press on with restructuring and fully support the
market launch of new products, Wenning explained. The restructuring initiative
launched in Pharmaceuticals in May of this year should save Bayer EUR 400
million by the end of 2004. All the related projects are proceeding on schedule.
The Bayer CEO also announced that Bayer would focus its research on therapeutic
fields in which it possesses expertise all the way along the value chain. All of
these measures are primarily aimed at maximizing the value of Bayer's
pharmaceuticals business, and thus also the company's influence in a future
partnership. Wenning also commented on the status of Bayer's search for a
partner: "We are currently involved in very good and constructive discussions
along the lines I've mentioned, and we're confident that these discussions will
lead to a value-enhancing solution for our pharmaceuticals business."
Leverkusen, November 12, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 14
Stockholders'
Newsletter
2002
Interim Report for the First Three Quarters
Forward-Looking Statements
This Stockholders' Newsletter contains forward-looking statements. These
statements use words like "believes," "assumes," "expects" or similar
formulations. 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 our company and those either expressed
or implied by these statements. These factors include, among other things:
o downturns in the business cycle of the industries in which we compete;
o new regulations, or changes to existing regulations, that increase our
operating costs or otherwise reduce our profitability;
o increases in the prices of our raw materials, especially if we are unable
to pass these costs along to customers;
o loss or reduction of patent protection for our products;
o liabilities, especially those incurred as a result of environmental laws or
product liability litigation;
o fluctuation in international currency exchange rates as well as changes in
the general economic climate; and
o other factors identified in this Stockholders' Newsletter.
These factors include those discussed in our public reports filed with the
Frankfurt Stock Exchange and with the U.S. Securities and Exchange Commission
(including our Form 20-F).
In view of these uncertainties, we caution readers not to place undue reliance
on these forward-looking statements. We assume no liability whatsoever to update
these forward-looking statements or to conform them to future events or
developments.
Interim Report for the First Three Quarters
Further substantial growth in operating cash flow
in a difficult business climate
(euro)656 million net income for the third quarter
Market expectations that the economy would improve this year have not yet
materialized. In the third quarter the pace of growth slowed, especially in
North America and Europe, partly due also to the crises in Latin America.
Group sales in the third quarter rose by (euro)528 million, or 8 percent, to
(euro)7,459 million, while in the first three quarters as a whole they declined
by (euro)707 million, or 3 percent, to (euro)22,196 million. Sales from
continuing operations in the third quarter increased by 8 percent, mainly due to
the acquisition of Aventis CropScience (ACS).
Portfolio changes accounted for 12 and volume growth for 5 percentage points of
the increase, while exchange rates had an 8 percent negative effect.
Disregarding the ACS acquisition and the currency effects, sales expanded by 4
percent.
The operating result for the third quarter before exceptional items amounted to
(euro)54 million, due to cyclical factors and after (euro)243 million in
pro-rata depreciation and amortization expense due to the ACS acquisition. The
operating result for the first three quarters before exceptional items fell by
(euro)627 million, or 42 percent, to (euro)862 million.
The decrease includes (euro)329 million in charges resulting from the ACS
acquisition.
Exceptional items in the third quarter amounted to (euro)128 million, mainly for
restructuring and site consolidations. After exceptional items there was thus a
(euro)74 million operating loss. In the first three quarters as a whole,
exceptional charges of
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 1
Interim Report for the First Three Quarters
BAYER GROUP HIGHLIGHTS
3rd Quarter First Three Quarters
------------------------------- --------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Sales ((euro)million) 7,459 6,931 + 7.6% 22,196 22,903 - 3.1%
Sales from continuing operations 7,249 6,714 + 8.0% 21,530 22,007 - 2.2%
Domestic companies 1,902 1,868 + 1.8% 5,961 6,352 - 6.2%
Foreign companies 5,347 4,846 + 10.3% 15,569 15,655 - 0.5%
Changes in sales from continuing operations
Volumes + 5% 0%
Prices - 1% - 3%
Exchange rates - 8% - 4%
Portfolio changes + 12% + 5%
Operating result ((euro)million) 848 (316) -- 1,936 1,355 + 42.9%
Operating result from continuing operations (74) (335) + 77.9% 971 964 + 0.7%
Operating result from continuing operations
before exceptional items 54 39 + 38.5% 862 1,489 - 42.1%
Return on sales before exceptional items 0.7% 0.6% 4.0% 6.8%
Net income ((euro)million) 656 (183) -- 1,472 823 + 78.9%
Earnings per share ((euro)) 0.90 (0.25) 2.02 1.13
Gross cash flow ((euro)million) 601 440 + 36.6% 2,192 2,276 - 3.7%
Gross cash flow per share ((euro)) 0.82 0.60 3.00 3.12
Net cash flow ((euro)million) 1,397 1,206 + 15.8% 2,730 2,037 + 34.0%
Capital expenditures ((euro)million)* 634 601 + 5.5% 1,627 1,724 - 5.6%
Domestic companies 319 342 - 6.7% 762 878 - 13.2%
Foreign companies 315 259 + 21.6% 865 846 + 2.2%
Number of employees (as of September 30)* 123,500 114,300 + 8.0%
Personnel expenses ((euro)million) 2,147 1,916 + 12.1% 5,992 5,716 + 4.8%
* continuing operations
(euro)427 million were offset by (euro)536 million in income, mainly from the
sale of the housing company Bayer Wohnungen GmbH. The operating result after
exceptional items rose to (euro)971 million.
The operating result from discontinuing operations for the first three quarters
includes (euro)56 million from the operations of the Haarmann & Reimer Business
Group, which was divested at the end of the third quarter, and the provisional
amount of (euro)909 million gained on the sale. The previous year's figure
contained (euro)17 million in operating income of EC Erdolchemie and the
(euro)316 million gain from the sale of Bayer's interest.
The reported operating result for the first nine months rose by (euro)581
million, or 43 percent, to (euro)1,936 million. The figure for the third quarter
was (euro)848 million, representing a (euro)1,164 million improvement over the
same period of 2001.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 2
Interim Report for the First Three Quarters
SALES FROM CONTINUING
OPERATIONS
(euro) million
Q1 Q2 Q3 Q4
---------------- ------------- ------------- --------------
01 02 01 02 01 02 01 02
----- ----- ----- ----- ----- ----- ----- ------
Domestic 2,291 2,021 2,193 2,038 1,868 1,902 1,910
Foreign 5,212 4,989 5,597 5,233 4,846 5,347 5,253
OPERATING RESULT FROM CONTINUING
OPERATIONS BEFORE EXCEPTIONAL ITEMS
(euro) million
Q1 Q2 Q3 Q4
---------------- ------------- ------------- --------------
01 02 01 02 01 02 01 02
----- ----- ----- ----- ----- ----- ----- ------
Foreign 914 490 536 318 39 54 349
NET CASH FLOW
(euro) million
Q1 Q2 Q3 Q4
---------------- ------------- ------------- --------------
01 02 01 02 01 02 01 02
----- ----- ----- ----- ----- ----- ----- ------
Foreign 297 240 534 1,093 1,206 1,397 1,822
Net income for the first three quarters increased by (euro)649 million, or 79
percent, to (euro)1,472 million, including (euro)656 million for the third
quarter.
The cash-flow-based indicators of operating performance that are important for
steering the business showed a very positive trend despite the drop in operating
profit. Gross cash flow improved in the third quarter by 37 percent to (euro)601
million, and net cash flow (net cash provided by operating activities) by 16
percent to (euro)1,397 million. While gross cash flow in the first three
quarters was 4 percent below the previous year, net cash flow rose by 34 percent
to (euro)2,730 million due to a (euro)538 million cash inflow from changes in
working capital. This is the highest net operating cash flow ever generated by
Bayer in the first nine months of a year.
Performance by Business Area
HealthCare
Sales of the HealthCare business area declined by (euro)118 million, or 5
percent, in the third quarter of 2002, to (euro)2,279 million. This was due
mainly to negative currency effects. The operating result, gross cash flow and
net cash flow improved to (euro)175 million, (euro)285 million and (euro)350
million, respectively.
Sales in the first nine months dropped by 9 percent, or (euro)699 million.
Disregarding the shortfall caused by the withdrawal of the cholesterol-lowering
drug Lipobay(R)/Baycol(R), sales were down 4 percent, or (euro)315 million.
Nevertheless, our efficiency-improvement measures enabled us to
PERFORMANCE BY BUSINESS AREA - 3rd QUARTER 2002
(before reconciliation)
(euro) million
Sales Operating Gross Net
Result* Cash Flow Cash Flow
----- --------- --------- ---------
HealthCare 2,279 175 285 350
CropScience 1,313 (216) (43) 541
Polymers 2,694 152 376 412
Chemicals 796 52 107 67
*before exceptional items
PERFORMANCE BY BUSINESS AREA - FIRST THREE QUARTERS 2002
(before reconciliation)
(euro) million
Sales Operating Gross Net
Result* Cash Flow Cash Flow
----- --------- --------- ---------
HealthCare 7,039 612 796 689
CropScience 3,262 380 216 870
Polymers 8,160 159 920 830
Chemicals 2,496 (52) 293 285
*before exceptional items
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 3
Interim Report for the First Three Quarters
HEALTHCARE
(euro)million 3rd Quarter First Three Quarters
----------------------------------- ----------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Sales 2,279 2,397 - 4.9% 7,039 7,738 - 9.0%
Proportion of Group sales 31.4% 35.7% 32.7% 35.2%
Operating result
before exceptional items 175 77 + 127.3% 612 600 + 2.0%
Return on sales
before exceptional items 7.7% 3.2% 8.7% 7.8%
Gross cash flow 285 29 -- 796 573 + 38.9%
Net cash flow 350 161 + 117.4% 689 404 + 70.5%
boost the operating result. Net cash flow grew by a gratifying(euro)285 million.
Sales of the Pharmaceuticals Business Group fell in the third quarter by
(euro)56 million, or 6 percent, to (euro)846 million. This was due in part to
lower sales of Ciprobay(R)/Cipro(R) and Adalat(R).
By contrast, a considerable increase in volumes for the Factor VIII product
Kogenate(R) led to a 12 percent, or (euro)29 million boost in third-quarter
sales of the Biological Products Business Group, to (euro)270 million. The
United States Food and Drug Administration (FDA) has approved a further
expansion of Kogenate(R) production, which lays the foundations for further
growth.
Sales of Consumer Care moved back by 13 percent, or (euro)71 million, to
(euro)457 million. Business was impeded primarily by adverse shifts in exchange
rates and continuing weak demand in North and Latin America.
Sales of the Diagnostics Business Group dipped by 3 percent, or (euro)13
million, to (euro)483 million, due mainly to declines in the self-testing and
near-patient testing product segments. On the other hand, the ADVIA(R) Centaur
laboratory diagnostic system achieved further good growth in the third quarter.
Sales of the Animal Health Business Group also declined by 3 percent, or (euro)7
million, to (euro)223 million.
Bayer AG and Boehringer Ingelheim have signed a letter of intent to jointly
market the active ingredient telmisartan in Germany, Scandinavia and
Switzerland. The planned cooperation agreement will supplement the
Pharmaceuticals Business Group's cardiovascular portfolio.
The Consumer Care Business Group plans to streamline its portfolio by selling
its line of household insecticides to SC Johnson. The transaction is intended to
be closed prior to year end for the majority of countries, subject to regulatory
approvals.
To further strengthen its diagnostics business, Bayer acquired Canadian-based
Visible Genetics Inc. effective October 11, 2002, for US$ 61.4 million.
TOP-SELLING HEALTHCARE PRODUCTS
FIRST THREE QUARTERS 2002
(euro) million Change
Ciprobay(R)/Cipro(R)(Pharmaceuticals) 1,113 - 9%
Adalat(R)(Pharmaceuticals) 625 - 17%
Aspirin(R)(Consumer Care/Pharmaceuticals) 460 - 8%
Ascensia(R)Elite (Diagnostics) 373 + 6%
Kogenate(R)(Biological Products) 272 + 90%
ADVIA(R)Centaur System (Diagnostics) 240 + 28%
Gamimune(R)N (Biological Products) 231 - 11%
Glucobay(R)(Pharmaceuticals) 209 - 8%
Avalox(R)/Avelox(R)(Pharmaceuticals) 162 + 31%
Advantage(R)(Animal Health) 160 - 5%
Total 3,845 - 1%
Proportion of HealthCare sales 55% + 5
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 4
Interim Report for the First Three Quarters
CROPSCIENCE
(euro)million 3rd Quarter First Three Quarters
-------------------------------------- -------------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Sales 1,313 557 + 135.7% 3,262 2,237 + 45.8%
Proportion of Group sales 18.1% 8.3% 15.2% 10.2%
Operating result
before exceptional items (216) (6) -- (52) 369 --
Return on sales
before exceptional items (16.5)% (1.1)% (1.6)% 16.5%
Gross cash flow (43) 67 -- 216 418 - 48.3%
Net cash flow 541 411 + 31.6% 870 411 +111.7%
CropScience
Sales of the CropScience business area expanded to (euro)1,313 million in the
third quarter through the acquisition of Aventis CropScience (ACS). Without the
ACS business, CropScience sales were down by 9 percent, due mainly to the
economic problems in Latin America that have affected our business all year
long. The appreciation of the euro against the U.S. dollar and the Latin
American currencies also had a negative effect. The strong 46 percent growth in
sales over the first nine months was also due to the ACS acquisition.
The operating result fell by (euro)210 million in the third quarter, having been
diminished by (euro)243 million of additional depreciation/amortization of
remeasured assets and of goodwill following the ACS acquisition. By contrast,
net cash flow grew by (euro)130 million to (euro)541 million. Although the
operating result for the first nine months declined by (euro)421 million to
minus (euro)52 million, also due mainly to charges resulting from the ACS
acquisition, net cash flow rose by (euro)459 million to (euro)870 million.
The divestitures mandated by the antitrust authorities in connection with the
ACS acquisition are proceeding as planned. Pending the approval of the European
Commission and the U.S. Federal Trade Commission (FTC), we will divest certain
insecticides and fungicides to BASF AG. The proceeds of the sale, taking into
account the back-licenses for non-agricultural applications, are expected to
amount to (euro)1,185 million. We have also signed an agreement with
Israel-based Makhteshim-Agan Industries Ltd. concerning the sale of a number of
crop protection products and distribution licenses. The individual agreements
require the approval of the European Commission and various national antitrust
authorities. We also plan to divest the wheat herbicide Everest(R) to U.S.-based
Arvesta Corporation, subject to the approval of the U.S. and Canadian antitrust
authorities.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 5
Interim Report for the First Three Quarters
POLYMERS
(euro)million 3rd Quarter First Three Quarters
----------------------------------- -------------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Sales 2,694 2,713 - 0.7% 8,160 8,505 - 4.1%
Proportion of Group sales 37.2% 40.4% 37.9% 38.6%
Operating result
before exceptional items 152 75 + 102.7% 380 503 - 24.5%
Return on sales
before exceptional items 5.6% 2.8% 4.7% 5.9%
Gross cash flow 376 235 + 60.0% 920 1,014 - 9.3%
Net cash flow 412 552 - 25.4% 830 1,103 - 24.8%
Polymers
Sales of the Polymers business area dipped by 1 percent, or (euro)19 million, in
the third quarter of 2002, to (euro)2,694 million. This was due largely to
continuing low prices and negative currency effects. The operating result
improved to (euro)152 million, which was the best quarterly performance so far
in 2002, with successful restructuring measures playing a key role. Sales for
the first nine months were down by 4 percent to (euro)8,160 million, while the
operating result declined by 24 percent to (euro)380 million and the net cash
flow by 25 percent to (euro)830 million.
Sales of the Plastics Business Group rose by 3 percent in the third quarter to
(euro)836 million, due mainly to higher volumes.
Sales of the Rubber Business Group receded by 2 percent, or (euro)11 million, to
(euro)523 million. While sales increased in the Asia/Pacific region, business
development was subdued in Europe and North America.
Polyurethanes kept pace with the third quarter of the previous year, with sales
of (euro)806 million. Price increases were successfully implemented for all
major products.
The Coatings and Colorants Business Group saw sales fall by 4 percent, or
(euro)18 million, to (euro)480 million. The declines affected primarily Europe
and North America, while pleasing growth was again recorded in the Greater China
region.
Sales of the Fibers Business Group fell by 22 percent in the third quarter to
(euro)49 million.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 6
Interim Report for the First Three Quarters
CHEMICALS
(euro)million 3rd Quarter First Three Quarters
------------------------------------- -------------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Sales 796 866 - 8.1% 2,496 2,916 - 14.4%
Proportion of Group sales 11.0% 12.9% 11.6% 13.3%
Operating result
before exceptional items 52 7 -- 159 262 - 39.3%
Return on sales
before exceptional items 6.5% 0.8% 6.4% 9.0%
Gross cash flow 107 163 - 34.4% 293 400 - 26.8%
Net cash flow 67 197 - 66.0% 285 243 + 17.3%
Chemicals
Sales of the Chemicals business area, too, were hampered in the third quarter by
negative currency effects and unsatisfactory demand in key downstream
industries. Third-quarter sales fell by 8 percent. By contrast, we registered an
improvement in the operating result, which in the previous year had been
depressed by write-downs of inventories at H.C. Starck. Sales in the first nine
months declined by 14 percent year on year to (euro)2,496 million. Operating
profit fell by 39 percent to (euro)159 million, due to the earnings situation at
H.C. Starck. Net cash flow, however, grew by (euro)42 million, or 17 percent.
Third-quarter sales of the Basic and Fine Chemicals Business Group moved back by
8 percent to (euro)221 million. The previous year's figure included sales of the
U.S. affiliate ChemDesign Corporation, which has since been divested. In
addition, continuing price declines for sodium hydroxide solution negatively
affected sales of our electrolysis products.
Sales of Specialty Products dropped by 4 percent to (euro)340 million, while
sales of Wolff Walsrode were down by 10 percent to (euro)94 million, due to the
transfer of certain business activities to the Plastics Business Group.
Continuing weak demand from the electronics industry led to a 16 percent decline
in sales of H.C. Starck to (euro)141 million.
Performance by Region
Our European companies grew sales by 13 percent, or (euro)376 million, in the
third quarter to (euro)3,310 million, due mainly to the ACS acquisition. The
operating result fell to minus (euro)129 million, however, largely as a result
of charges from that acquisition. Sales in the first nine months remained
steady, while the operating result for that period dropped by 65 percent.
Third-quarter sales in North America were down by 5 percent to (euro)2,167
million due to currency effects, while the operating result im-
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 7
Interim Report for the First Three Quarters
PERFORMANCE BY REGION - 3rd QUARTER 2002
(euro) million
(by point of origin,
before reconciliation)
Sales Operating
result*
----- ---------
Europe 3,310 (129)
North America 2,167 24
Asia/Pacific 1,017 55
Latin America/Africa/Middle East 755 151
*before exceptional items
PERFORMANCE BY REGION -FIRST THREE QUARTERS 2002
(euro) million
(by point of origin,
before reconciliation)
Sales Operating
result*
----- ---------
Europe 10,030 493
North America 6,755 121
Asia/Pacific 2,967 207
Latin America/Africa/Middle East 1,778 206
*before exceptional items
proved to (euro)24 million. Sales in the first nine months were down 8 percent
to (euro)6,755 million. The operating result was up by (euro)161 million
compared to the previous year's figure, which was affected by production
problems in Biological Products and the withdrawal of Lipobay(R)/Baycol(R).
There was a positive third-quarter business trend in Asia/Pacific, where sales
grew by 15 percent and the operating result improved considerably to (euro)55
million. Between January and September, sales in that region grew by 3 percent
to (euro)2,967 million, while the operating result declined by 5 percent to
(euro)207 million.
Business in the Latin America/Africa/Middle East region also improved in the
third quarter due to the ACS acquisition. While sales grew 26 percent to
(euro)755 million, the operating result climbed by 125 percent to (euro)151
million. Over the first nine months of 2002, sales in this region increased by 3
percent to (euro)1,778 million, while the operating result was up by 13 percent
to (euro)206 million.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 8
Interim Report for the First Three Quarters
CASH FLOW STATEMENTS (SUMMARY)
(euro)million 3rd Quarter First Three Quarters
--------------------------- ----------------------------
2002 2001 2002 2001
----- ------ ------ ------
Gross cash flow 601 440 2,192 2,276
Changes in working capital 796 766 538 (239)
Net cash provided by
operating activities (net cash flow) 1,397 1,206 2,730 2,037
of which discontinuing operations 62 34 100 79
Net cash used in investing activities (2,729) (558) (7,135) (1,224)
of which discontinuing operations (35) (20) (69) (29)
Net cash provided by (used in) financing activities 1,190 61 4,394 (10)
of which discontinuing operations (21) 0 (1) (6)
Change in cash and equivalents due to
business activities (142) 709 (11) 803
Cash and cash equivalents beginning of period 840 608 719 491
Exchange rate movements and changes
in scope of consolidation 11 10 1 33
Cash and cash equivalents at end of third
quarter 709 1,327 709 1,327
Marketable securities and other instruments 27 44 27 44
Liquid assets as per balance sheets 736 1,371 736 1,371
Liquidity and capital resources
The consolidated financial statements for the first three quarters of 2002 have
been prepared as for the year 2001 according to the rules issued by the
International Accounting Standards Board, London. Reference should be made as
appropriate to the notes to the 2001 statements.
Gross cash flow for the period was down by 4 percent to (euro)2,192 million.
After a (euro)538 million cash inflow from changes in working capital, net cash
flow rose by 34 percent to (euro)2,730 million.
Net cash of (euro)7,135 million was used in investing activities. Expenditures
for acquisitions amounted to (euro)7,748 million. Cash outflow of (euro)1,601
million for additions to property, plant and equipment was more than offset by
inflow of (euro)2,192 million from the sale of noncurrent assets. The proceeds
of the sale of the Haarmann & Reimer group were not received in the accounting
period since the payment date was October 1.
Financing activities provided net cash of (euro)4,394 million, the major factor
here being net borrowings of (euro)5,509 million. Cash disbursements for
dividend and interest payments amounted to (euro)1,115 million.
Cash and cash equivalents declined only slightly during the first three
quarters, to (euro)709 million.
Earnings performance
In the first three quarters of 2002 the operating result from continuing
operations before exceptional items declined by (euro)627 million, or 42
percent, to (euro)862 million. Of this decrease, (euro)329 million is
attributable to the pro-rata depreciation and amortization expense following the
ACS acquisition.
Exceptional items recognized for continuing operations included (euro)427
million in charges for restructuring and the consolidation of facilities and
sites. These charges were offset by (euro)536 million in income, mainly from the
sale of the housing company Bayer Wohnungen GmbH, resulting in net exceptional
income of (euro)109 million. The operating result from continuing operations
after exceptionals increased by (euro)7 million, or 1 percent, to (euro)971
million.
Of the (euro)965 million operating result from discontinuing operations,
(euro)56 million is attributable to business operations in the accounting period
and (euro)909 million to the provisional amount of the gain on the sale of the
Haarmann & Reimer group. The previous year's figure contained (euro)17 million
in operating income of EC Erdolchemie along with the (euro)316 million gain from
the divestment of the interest in that company.
The total reported operating result of (euro)1,936 million was (euro)581
million, or 43 percent, above the same period of 2001.
The non-operating result improved by(euro)77 million to minus(euro)340 million,
due to a(euro)186 million
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 9
Interim Report for the First Three Quarters
EARNINGS
(euro)million 3rd Quarter First Three Quarters
-------------------------------------- --------------------------------------
2002 2001 Change 2002 2001 Change
----- ------ ------ ------ ------ --------
Operating result 848 (316) -- 1,936 1,355 + 42.9%
of which discontinuing operations 922 19 965 391
Non-operating result (231) (187) - 23.5% (340) (417) + 18.5%
Income before income taxes 617 (503) -- 1,596 938 + 70.1%
Net income 656 (183) -- 1,472 823 + 78.9%
improvement in income from affiliated companies, which totaled (euro)214
million. This increase was in turn attributable to the (euro)269 million gain
from the sale of the remaining shares we held in Agfa-Gevaert N.V. Net interest
expense rose by (euro)28 million to (euro)310 million, while the net of other
non-operating income and expenses declined by (euro)86 million to minus (euro)40
million. The interest portion of the allocation to pension provisions was
similar to last year, at (euro)204 million.
Income before income taxes rose by (euro)658 million, or 70 percent, to
(euro)1,596 million.
Income tax expense amounted to (euro)115 million, which was (euro)1 million less
than in the same period last year. Tax-free income from the divestments of
company housing, the Agfa-Gevaert shares and the Haarmann & Reimer group brought
the effective tax rate down to 7 percent. Disregarding tax-free income, the tax
rate was 37 percent.
Net income improved by (euro)649 million, or 79 percent, to (euro)1,472 million.
Asset and capital structure
Total assets expanded during the first nine months of 2002 by (euro)7,444
million to (euro)44,483 million, mainly due to the acquisition of ACS. This
purchase led to an increase in intangible assets, in particular, which grew by
(euro)5,498 million to (euro)10,512 million. Property, plant and equipment
decreased by (euro)839 million, mainly due to currency fluctuations. Here,
capital expenditures and acquisitions totaled (euro)2,080 million, while
depreciation and write-downs amounted to (euro)1,536 million and retirements to
(euro)581 million.
Current assets grew by (euro)3,799 million, or 25 percent, particularly due to
the inclusion of ACS. The total of inventories and receivables rose by
(euro)3,468 million, or 25 percent, with inventories higher by 15 percent and
receivables showing a 33 percent increase. This marked growth in receivables is
partly due to an account receivable from EQT at the closing date in connection
with the sale of Haarmann & Reimer, since the purchase price was not due until
October 1.
Stockholders' equity declined by (euro)791 million. While (euro)1,472 million
was allocated out of net income, the dividend payment for 2001 diminished equity
by (euro)657 million. Reductions in stockholders' equity not recognized in
income amounted to (euro)1,606 million, comprising (euro)1,065 million in
currency translation adjustments and (euro)541 million from the measurement of
financial instruments.
Equity covered 36 percent of total assets, 9 percentage points less than at the
end of 2001.
Liabilities grew by (euro)8,181 million to (euro)28,200 million. Provisions
increased by (euro)773 million, mainly as a result of acquisitions, and
financial obligations grew by (euro)4,871 million to (euro)12,179 million, of
which bond issues account for (euro)7,195 million and short-term borrowings
under CP and EMTN programs for (euro)2,491 million.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 10
Interim Report for the First Three Quarters
BALANCE SHEET STRUCTURE
(euro) million
Sept. 30, 2002 Sept. 30, 2001 Dec. 31, 2001
-------------- -------------- --------------
Noncurrent assets 25,337 20,794 21,702
Current assets 19,146 16,542 15,337
Stockholders' equity 16,131 16,305 16,922
Minority stockholders' interest 152 102 98
Liabilities 28,200 20,929 20,019
Total assets 44,483 37,336 37,039
Net debt increased during the first nine months by (euro)4,906 million to
(euro)11,443 million. This figure does not take into account the proceeds of the
sale of the Haarmann & Reimer group, received in October 2002.
Capital expenditures
In the first three quarters of 2002 we spent (euro)1,627 million for intangible
assets, property, plant and equipment. In line with our strategic objective,
this amount was fully financed out of the (euro)2,024 million amortization and
depreciation charge.
Europe accounted for (euro)988 million and North America for (euro)489
million of our capital expenditures.
We continue to expect our capital spending in 2002 as a whole to be below
the level of amortization and depreciation and well short of the (euro)2.4
billion budget.
Employees
On September 30, 2002 the Bayer Group had 123,500 employees, compared with
113,000 at the start of the year. The first-time inclusion of the ACS group
increased headcount by 12,700. Personnel expenses rose by (euro)276 million
compared with the same period of 2001. Without ACS, they would have declined by
(euro)114 million.
Outlook
The HealthCare business area is currently affected by the weak business trend in
Pharmaceuticals, although the Biological Products and Diagnostics divisions have
substantially improved their performance. While Animal Health is expected to
match last year's earnings, Consumer Care profits will be lower than in 2001 due
to declines in demand in Latin America and North America.
We assume that CropScience will report a loss for the full year, partly
because market conditions remain difficult and partly because of the one-time
amortization and depreciation charges following the ACS acquisition and the
expenses for integrating the business.
Market conditions for Polymers and Chemicals are unlikely to improve in the
short term. Our cost structure programs, however, are starting to bear fruit,
and we will continue to implement these measures systematically. We are also
focusing on structural improvements and portfolio optimization.
Both the reorganization of the Bayer Group and the integration of ACS are
going to schedule. Moreover, our actions to reduce working capital and
selectively streamline capital spending should continue to enhance our financial
structure. We expect net debt to drop to below (euro)10 billion by the end of
the year.
For Bayer, 2002 is a transition year marked by portfolio adjustments,
organizational realignment and measures to increase efficiency. Accordingly,
fourth-quarter results will be affected by further nonrecurring charges. In
light of divestment proceeds, however, net income for the full year should
exceed last year's level. Despite the difficult economic environment, we
anticipate an improvement in operating performance next year.
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 11
Interim Report for the First Three Quarters
BAYER GROUP CONSOLIDATED STATEMENTS OF INCOME
(SUMMARY)
(euro)million 3rd Quarter First Three Quarters
-------------------------- ---------------------------
2002 2001 2002 2001
------ ------ ------ ------
Net sales 7,459 6,931 22,196 22,903
Net sales from discontinuing operations (210) (217) (666) (896)
Net sales from continuing operations 7,249 6,714 21,530 22,007
Cost of goods sold (4,426) (4,181) (12,900) (12,501)
Gross profit 2,823 2,533 8,630 9,506
Selling expenses (1,710) (1,767) (4,902) (5,265)
Research and development expenses (626) (622) (1,797) (1,805)
General administration expenses (352) (291) (863) (830)
Other operating expenses - net (209) (188) (97) (642)
Operating result from continuing operations (74) (335) 971 964
Operating results from discontinuing operations 922 19 965 391
Operating result 848 (316) 1,936 1,355
Non-operating result (231) (187) (340) (417)
Income before income taxes 617 (503) 1,596 938
Income taxes 44 321 (115) (116)
Income after taxes 661 (182) 1,481 822
Minority stockholders' interest (5) (1) (9) 1
Net income 656 (183) 1,472 823
Earnings per share ((euro)) 0.90 (025) 2.02 1.13
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 12
Interim Report for the First Three Quarters
BAYER GROUP CONSOLIDATED BALANCE SHEETS
(SUMMARY)
Sept. 30, 2002 Sept. 30, 2001 Dec. 31, 2001
(euro) million (euro) million (euro) million
----------------- --------------- ------------------
ASSETS
Noncurrent assets 25,337 20,794 21,702
Inventories 6,706 6,098 5,818
Receivables 10,789 8,573 8,140
Liquid assets 736 1,371 771
Current assets 18,231 16,042 14,729
Deferred taxes 915 500 608
44,483 37,336 37,039
of which discontinuing operations 0 831 820
STOCKHOLDERS' EQUITY AND
LIABILITIES
Capital stock and reserves 4,812 4,812 4,812
Retained earnings 10,127 9,910 9,841
Net income 1,472 823 965
Other comprehensive income
Currency translation
adjustment (284) 532 759
Miscellaneous items 4 228 545
Stockholders' equity 16,131 16,305 16,922
Minority stockholders' interest 152 102 98
Long-term liabilities 13,620 8,602 8,906
Short-term liabilities 11,777 11,060 9,875
Liabilities 25,397 19,662 18,781
of which discontinuing operations 0 236 233
Deferred taxes 2,803 1,267 1,238
44,483 37,336 37,039
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 13
Interim Report for the First Three Quarters
KEY DATA BY SEGMENT
------------------------------------------------------------------------------------------------------------------------------------
HealthCare CropScience
-------------------------------------------------------------------- ----------------
3rd Quarter Pharmaceuticals & Consumer Care & Animal Health CropScience
Biological Products Diagnostics
3rd Quarter 3rd Quarter 3rd Quarter 3rd Quarter
---------------- -------------------- ------------------ --------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) 1,116 1,143 940 1,024 223 230 1,313 557
------------------------------------------------------------------------------------------------------------------------------------
o Change in(euro) -2.4% -25.1% -8.2% +3.3% -3.0% 0.0% -135.7% +13.2%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +5.5% -23.3% +2.8% +3.5% +6.2% +0.6% -146.5% +14.6%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales 8 15 0 0 0 0 12 20
------------------------------------------------------------------------------------------------------------------------------------
Operating result
before exceptional items (3) (100) 126 124 52 53 (216) (6)
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items (0.3)% (8.7)% 13.4% 12.1% 23.3% 23.0% (16.5)% (1.1)%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items (31) (301) (16) (6) (1) 0 (6) 0
------------------------------------------------------------------------------------------------------------------------------------
Operating result (34) (401) 110 118 51 53 (222) (6)
------------------------------------------------------------------------------------------------------------------------------------
Return on sales (3.0)% (35.1)% 11.7% 11.5% 22.9% 23.0% (16.9)% (1.1)%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 41 (194) 196 174 48 49 (43) 67
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow 88 (85) 204 170 58 76 541 411
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Polymers Chemicals
------------------------------------------------- -----------
3rd Quarter Plastics & Polyurethanes & Chemicals
Rubber Coatings and
Colorants &
Fibers
3rd Quarter 3rd Quarter 3rd Quarter
---------------------- --------------------- -----------------
(euro)million 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ----
Net sales (external) 1,359 1,343 1,335 1,370 796 866
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) +1.2% -9.0% -2.6% -6.4% -8.1% +3.5%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +5.5% -9.2% +3.9% -6.1% +0.9% +4.6%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales 30 29 13 32 103 103
------------------------------------------------------------------------------------------------------------------------------------
Operating result
before exceptional items 99 44 53 31 52 7
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items 7.3% 3.3% 4.0% 2.3% 6.5% 0.8%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 0 (22) (69) (43) (2) (2)
------------------------------------------------------------------------------------------------------------------------------------
Operating result 99 22 (16) (12) 50 5
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 7.3% 1.6% (1.2)% (0.9)% 6.3% 0.6%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 212 144 164 91 107 163
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow 173 292 239 260 67 197
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
3rd Quarter Reconciliation Continuing Discontinuing Bayer Group
Operations Operations
--------------- -------------- ---------------- -------------
3rd Quarter 3rd Quarter 3rd Quarter 3rd Quarter
----------------- ---------------- ------------------ ---------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) 167 181 7,249 6,714 210 217 7,459 6,931
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) +8.0% -6.9% +7.6% -9.8%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +16.1% -6.2% +15.6% -9.2%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales (166) (199)
------------------------------------------------------------------------------------------------------------------------------------
Operating result
Before exceptional items (109) (114) 54 39 13 20 67 59
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items 0.7% 0.6% 0.9% 0.9%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items (3) 0 (128) (374) 909 (1) 781 (375)
------------------------------------------------------------------------------------------------------------------------------------
Operating result (112) (114) (74) (335) 922 19 848 (316)
------------------------------------------------------------------------------------------------------------------------------------
Return on sales (1.0)% (5.0)% 11.4% (4.6)%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow (152) (85) 573 409 28 31 601 440
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow (35) (149) 1,335 1,172 62 34 1,397 1,206
------------------------------------------------------------------------------------------------------------------------------------
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 14
Interim Report for the First Three Quarters
KEY DATA BY SEGMENT
------------------------------------------------------------------------------------------------------------------------------------
HealthCare CropScience
-------------------------------------------------------------- ---------------------
First Three Quarters Pharmaceuticals & Consumer Care & Animal Health CropScience
Biological Products Diagnostics
-------------------- -------------------- -------------------- ----------------------
First Three Quarters First Three Quarters First Three Quarters First Three Quarters
-------------------- -------------------- -------------------- ----------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) 3,540 4,075 2,861 3,021 638 642 3,262 2,237
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) -13.1% -7.1% -5.3% +5.0% -0.6% -4.3% +45.8% +4.3%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies -9.3% -7.8% +0.4% +3.6% +4.3% -5.2% +51.4% +4.0%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales 25 32 2 15 1 4 38 97
------------------------------------------------------------------------------------------------------------------------------------
Operating result
Before exceptional items 166 215 301 254 145 131 (52) 369
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items 4.7% 5.3% 10.5% 8.4% 22.7% 20.4% (1.6)% 16.5%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 25 (293) (31) (18) (1) 0 (6) 0
------------------------------------------------------------------------------------------------------------------------------------
Operating result 191 (78) 270 236 144 131 (58) 369
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 5.4% (1.9)% 9.4% 7.8% 22.6% 20.4% (1.8)% 16.5%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 226 58 430 399 140 116 216 418
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow 246 57 368 260 75 87 870 411
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Polymers Chemicals
------------------------------------- -----------------------
First Three Quarters Plastics & Polyurethanes & Chemicals
Rubber Coatings and
Colorants &
Fibers
First Three Quarters First Three Quarters First Three Quarters
-------------------- -------------------- ------------------
(euro)million 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ----
Net sales (external) 4,082 4,332 4,078 4,173 2,496 2,916
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) -5.8% +1.0% -2.3% +1.3% -14.4% +16.3%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies -4.0% -0.5% +0.8% +0.1% -8.9% +15.8%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales 94 90 55 111 291 348
------------------------------------------------------------------------------------------------------------------------------------
Operating result
Before exceptional items 221 360 159 143 159 262
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items 5.4% 8.3% 3.9% 3.4% 6.4% 9.0%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items (76) (44) (223) (76) (25) (75)
------------------------------------------------------------------------------------------------------------------------------------
Operating result 145 316 (64) 67 134 187
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 3.6% 7.3% (1.6)% 1.6% 5.4% 6.4%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 425 573 495 441 293 400
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow 352 578 478 525 285 243
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
First Three Quarters Reconciliation Continuing Discontinuing Bayer Group
Operations Operations
First Three Quarters First Three Quarters First Three Quarters First Three Quarters
-------------------- -------------------- -------------------- ---------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) 573 611 21,530 22,007 666 896 22,196 22,903
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) -2.2% +2.2% -3.1% -0.1%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +1.9% +1.2% +0.9% -1.1%
------------------------------------------------------------------------------------------------------------------------------------
Intersegment sales (506) (697)
------------------------------------------------------------------------------------------------------------------------------------
Operating result
Before exceptional items (237) (245) 862 1,489 56 75 918 1,564
------------------------------------------------------------------------------------------------------------------------------------
Return on sales
before exceptional items 4.0% 6.8% 4.1% 6.8%
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 446 (19) 109 (525) 909 316 1,018 (209)
------------------------------------------------------------------------------------------------------------------------------------
Operating result 209 (264) 971 964 965 391 1,936 1,355
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 4.5% 4.4% 8.7% 5.9%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow (117) (221) 2,108 2,184 84 92 2,192 2,276
------------------------------------------------------------------------------------------------------------------------------------
Net cash flow (44) (203) 2,630 1,958 100 79 2,730 2,037
------------------------------------------------------------------------------------------------------------------------------------
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 15
Interim Report for the First Three Quarters
KEY DATA BY REGION
------------------------------------------------------------------------------------------------------------------------------------
3rd Quarter Europe North America Asia/Pacific Latin America/
Africa/Middle East
3rd Quarter 3rd Quarter 3rd Quarter 3rd Quarter
---------------------- ---------------------- --------------------- -------------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) - by market 2,910 2,611 2,159 2,227 1,207 1,076 973 800
------------------------------------------------------------------------------------------------------------------------------------
Net sales (external) - by point of 3,310 2,934 2,167 2,293 1,017 887 755 600
origin
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) +12.8% -9.2% -5.5% -5.7% +14.7% -6.4% +25.8% -0.5%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +13.0% -9.3% +4.5% -6.7% +21.3% -6.3% +56.1% +6.8%
------------------------------------------------------------------------------------------------------------------------------------
Interregional sales 735 724 458 459 48 50 33 25
------------------------------------------------------------------------------------------------------------------------------------
Operating result before exceptional (129) 93 24 (7) 55 9 151 67
items
------------------------------------------------------------------------------------------------------------------------------------
Return on sales before exceptional (3.9)% 3.2% 1.1% (0.3)% 5.4% 1.0% 20.0% 11.2%
items
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items (19) (201) (86) (166) (22) (4) (1) (3)
------------------------------------------------------------------------------------------------------------------------------------
Operating result (148) (108) (62) (173) 33 5 150 64
------------------------------------------------------------------------------------------------------------------------------------
Return on sales (4.5)% (3.7)% (2.9)% (7.5)% 3.2% 0.6% 19.9% 10.7%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 161 258 260 123 85 31 116 69
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
3rd Quarter Reconciliation Continuing Discontinuing Bayer Group
Operations Operations
3rd Quarter 3rd Quarter 3rd Quarter 3rd Quarter
----------------- ------------------ --------------------- ---------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
----- ---- ---- ---- ---- ---- ---- ----
Net sales (external) - by market 7,249 6,714 210 217 7,459 6,931
------------------------------------------------------------------------------------------------------------------------------------
Net sales (external) - by point of 7,249 6,714 210 217 7,459 6,931
origin
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) +8.0% -6.9% +7.6% -9.8%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +16.1% -6.2% +15.6% -9.2%
------------------------------------------------------------------------------------------------------------------------------------
Interregional sales (1,274) (1,258)
------------------------------------------------------------------------------------------------------------------------------------
Operating result before exceptional (47) (123) 54 39 13 20 67 59
items
------------------------------------------------------------------------------------------------------------------------------------
Return on sales before exceptional 0.7% 0.6% 0.9% 0.9%
items
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 0 0 (128) (374) 909 (1) 781 (375)
------------------------------------------------------------------------------------------------------------------------------------
Operating result (47) (123) (74) (335) 922 19 848 (316)
------------------------------------------------------------------------------------------------------------------------------------
Return on sales (1.0)% (5.0)% 11.4% (4.6)%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow (49) (72) 573 409 28 31 601 440
------------------------------------------------------------------------------------------------------------------------------------
KEY DATA BY SEGMENT
------------------------------------------------------------------------------------------------------------------------------------
First Three Quarters Europe North America Asia/Pacific Latin America/
Africa/Middle East
First Three Quarters First Three Quarters First Three Quarters First Three Quarters
---------------------- ----------------------- -------------------- -------------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) - by market 8,934 9,034 6,657 7,041 3,545 3,538 2,394 2,394
------------------------------------------------------------------------------------------------------------------------------------
Net sales (external) - by point of 10,030 10,084 6,755 7,307 2,967 2,883 1,778 1,733
origin
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) -0.5% +1.2% -7.6% +1.9% +2.9% +4.6% +2.6% +5.3%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies -0.5% +1.1% -4.1% -2.6% +7.1% +1.9% +26.2% +10.5%
------------------------------------------------------------------------------------------------------------------------------------
Interregional sales 2,181 2,400 1,465 1,425 136 184 82 89
------------------------------------------------------------------------------------------------------------------------------------
Operating result before exceptional 493 1,413 121 (40) 207 216 206 182
items
------------------------------------------------------------------------------------------------------------------------------------
Return on sales before exceptional 4.9% 14.0% 1.8% (0.5)% 7.0% 7.5% 11.6% 10.5%
items
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 458 (243) (325) (256) (22) (4) (2) (3)
------------------------------------------------------------------------------------------------------------------------------------
Operating result 951 1,170 (204) (296) 185 212 204 179
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 9.5% 11.6% (3.0)% (4.1)% 6.2% 7.4% 11.5% 10.3%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow 1,174 1,538 675 404 243 231 182 186
------------------------------------------------------------------------------------------------------------------------------------
First Three Quarters Reconciliation Continuing Discontinuing Bayer Group
Operations Operations
First Three Quarters First Three Quarters First Three Quarters First Three Quarters
--------------------- ---------------------- --------------------- -------------------------
(euro)million 2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Net sales (external) - by market 21,530 22,007 666 896 22,196 22,903
------------------------------------------------------------------------------------------------------------------------------------
Net sales (external) - by point of 21,530 22,007 666 896 22,196 22,903
origin
------------------------------------------------------------------------------------------------------------------------------------
o Change in (euro) -2.2% +2.2% -3.1% -0.1%
------------------------------------------------------------------------------------------------------------------------------------
o Change in local currencies +1.9% +1.2% +0.9% -1.1%
------------------------------------------------------------------------------------------------------------------------------------
Interregional sales (3,864) (4,098)
------------------------------------------------------------------------------------------------------------------------------------
Operating result before exceptional (165) (282) 862 1,489 56 75 918 1,564
items
------------------------------------------------------------------------------------------------------------------------------------
Return on sales before exceptional 4.0% 6.8% 4.1% 6.8%
items
------------------------------------------------------------------------------------------------------------------------------------
Exceptional items 0 (19) 109 (525) 909 316 1,018 (209)
------------------------------------------------------------------------------------------------------------------------------------
Operating result (165) (301) 971 964 965 391 1,936 1,355
------------------------------------------------------------------------------------------------------------------------------------
Return on sales 4.5% 4.4% 8.7% 5.9%
------------------------------------------------------------------------------------------------------------------------------------
Gross cash flow (166) (175) 2,108 2,184 84 92 2,192 2,276
------------------------------------------------------------------------------------------------------------------------------------
BAYER STOCKHOLDERS' NEWSLETTER 2002 | 16
Major items affecting Q3 performance
--------------------------------------------------------------------------------
-
o General economic weakness
o Decreasing but ongoing pressure on selling prices
o (euro) 570m sales (cont.) lost through Fx
o (euro) 280m charges following the ACS acquisition
o Significant restructuring charges ((euro)140m in Q3)
o Increasing raw material costs
+
o Significant volume growth (+5% in Q3)
o Major savings achieved due to tight cost management
o (euro) 909m gain from H&R divestment
o Strong working capital performance ((euro)2.5bn since project start)
2002 Financial Highlights
--------------------------------------------------------------------------------
(euro) million
Q3'02 % Change 3/4'02 % Change
----- -------- ------ ---------
o Sales 7,459 + 7.6 22,196 - 3.1
o Sales (cont.) 7,249 + 8.0 21,530 - 2.2
o Operating income 848 -- 1,936 + 42.9
o Operating income (cont.) - 74 + 77.9 971 + 0.7
o Operating income 54 + 38.5 862 - 42.1
pre-exceptionals (cont.)
o Non-operating result - 231 - 23.5 - 340 + 18.5
o Pre-tax income 617 -- 1,596 + 70.1
o After-tax income 661 -- 1,481 + 80.2
o Net income 656 -- 1,472 + 78.9
o Earnings/share (Euro) 0.90 -- 2.02 + 78.9
1
2002 Quarterly Sales Development
--------------------------------------------------------------------------------
(euro) million
2002 2001 % Change
---- ---- ---------
--------------------------------------------------------------------------------
3/4 Year* 22,196 22,903 - 3.1
o H&R 666 683
o EC -- 233
Continuing operations 21,530 22,007 - 2.2
--------------------------------------------------------------------------------
3rd quarter* 7,459 6,931 7.6
o H&R 210 217
o EC -- --
Continuing operations 7,249 6,714 8.0
--------------------------------------------------------------------------------
2nd quarter* 7,504 8,071 - 7.0
o H&R 233 224
o EC -- 57
Continuing operations 7,271 7,790 - 6.7
--------------------------------------------------------------------------------
1st quarter* 7,233 7,901 - 8.5
o H&R 233 222
o EC -- 176
o Fibers 53 63
Continuing operations 6,957 7,440 - 6.5
--------------------------------------------------------------------------------
*) restated, Fibers in cont. operations
Components of Q3 Sales Trend
--------------------------------------------------------------------------------
(euro) million
2001 2002 % Change
--------------------------------------------------------
Sales 6,931 7,459 +7.6
o Discontinuing 217 210
--------------------------------------------------------
o Continuing 6,714
-------------------------------------------------------------------------------------
+ Acquisitions/
Divestitures +794 +11.8 o Aventis CropScience +804
o Others -10
--------------------------------------------------------------------------------------
+ Currencies -570 -8.5
+ Prices -35 -0.5
+ Volumes +346 +5.2
--------------------------------------------------------
o Continuing 7,249 +8.0
2
2002 Quarterly OPI Development
--------------------------------------------------------------------------------
(euro) million
2002 2001 % Change
--------------------------------------------------------------------------------
3rd quarter* 848 (316) --
o H&R (OPI & Sale) 922 20
o EC (OPI + Sale) -- ?
o Exceptional Items (128) (374)
OPI underlying - continuing operations 54 39 38.5
--------------------------------------------------------------------------------
2nd quarter* 248 823 - 69.9
o H&R 21 14
o EC (OPI + Sale) -- 319
o Exceptional Items (91) (46)
OPI underlying - continuing operations 318 536 - 40.7
--------------------------------------------------------------------------------
1st quarter* 840 848 - 0.9
o H&R 22 24
o EC -- 15
o Fibers (3) 2
o Exceptional Items 328 (105)**
OPI underlying - continuing operations 493 912 - 45.9
--------------------------------------------------------------------------------
*)restated, Fibers in cont. operations **) Incl. (17) from Fibers
Q3 Exceptional Items
-------------------------------------------------------------------------------------------------------------------
(euro) million
2002 2001
---------------------------------------------------------------------------------------
Charge Gain Net Charge Gain Net % Change
---------------------------------------------------------------------------------------
HealthCare -50 +2 -48 -307 0 -307 +259
-------------------------------------------------------------------------------------------------------------------
CropScience -6 0 -6 0 0 0 -6
-------------------------------------------------------------------------------------------------------------------
Polymers -75 +6 -69 -65 0 -65 -4
-------------------------------------------------------------------------------------------------------------------
Chemicals -2 0 -2 -2 0 -2 0
-------------------------------------------------------------------------------------------------------------------
Reconciliation -3 0 -3 0 0 0 -3
-------------------------------------------------------------------------------------------------------------------
Continuing -136 +8 -128 -374 0 -374 +246
-------------------------------------------------------------------------------------------------------------------
Discontinuing 0 +909 +909 -1 0 -1 +910
-------------------------------------------------------------------------------------------------------------------
Total -136 +917 +781 -375 0 -375 +1.156
-------------------------------------------------------------------------------------------------------------------
3
Pharmaceuticals/Biologicals - Top 10
Products
--------------------------------------------------------------------------------
(euro) million
Q3'02 % Change 3/4 Year % Change
--------------------------------------------------------------------------------
(1) Ciprobay 338 -30 1,113 -9
(2) Adalat 181 -27 625 -17
(3) Kogenate* 96 +123 272 +90
(4) Gamimune 77 -27 231 -11
(5) Glucobay 64 -14 209 -8
(6) Avelox 50 +163 162 +31
(7) Prolastin* 34 +3 116 +30
(8) Nimotop 24 -17 89 -1
(9) Tyasylol 35 +46 99 +8
(10) Fraction V* 17 -37 61 -21
*) Biological Products
4
EXHIBIT 15
Bayer HealthCare and GlaxoSmithKline: Vardenafil Receives Positive Opinion from
European Committee for Proprietary Medicinal Products
European Marketing Authorisation should be Granted Within the Next Few Months
Leverkusen/London - Bayer HealthCare and GlaxoSmithKline plc (GSK) announced
today that they have received a positive opinion from the European Committee for
Proprietary Medicinal Products (CPMP) for Vardenafil, a new oral drug under
regulatory assessment for the treatment of erectile dysfunction (ED). This means
that a European Marketing Authorisation should be granted within the next few
months followed by a launch in Europe in the first half of 2003.
Vardenafil was researched and developed by Bayer was selected for clinical
development because of its in-vitro potency and high selectivity for the PDE-5
enzyme. The substance will be co-promoted with GlaxoSmithKline plc. As leading
European-based companies, Bayer and GSK are poised to bring the drug to market
using their extensive network of local operating companies throughout the
continent.
Wolfgang Plischke, PhD, President of the Pharmaceuticals Division of Bayer
Health Care, Bayer AG, said: "This positive opinion from the CPMP - received
earlier than anticipated - marks another important milestone, bringing us one
step closer to the global launch of Vardenafil. The plans are in place to ensure
an expedited launch at approval". "We are very pleased with the Committee's
decision following their assessment of our extensive clinical trial data package
that showed excellent efficacy following treatment with Vardenafil in men with
ED", added Robert A. Ingram, Chief Operating Officer and President
Pharmaceutical Operations, GlaxoSmithKline. The clinical data presented to the
CPMP for Vardenafil included results from pivotal phase III studies of almost
4,000 men, including men of varying ages and severity of ED, and those
considered challenging to treat, such as men with diabetes and those who have
undergone prostatectomy. In one large-scale trial including a broad range of
patients, 80 percent and 85 percent of men taking Vardenafil 10 and 20 mg
respectively reported an improvement in erectile function compared with 28
percent on placebo. In clinical trials, the most common adverse events reported
for the substance were headache, flushing, rhinitis and dyspepsia, events
typical of PDE inhibition.
Erectile dysfunction - the inability to sustain an erection sufficient for
sexual intercourse - is a major medical condition among men that is largely
untreated. Although an estimated 152 million men are affected worldwide,
research shows that only ten percent of men are being treated for the condition,
suggesting the need for additional therapies in this area.
Leverkusen, November 22, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 16
Greater transparency for investors and stockholders
Bayer AG: New rules for corporate governance
Detailed disclosure of Management Board and Supervisory Board compensation
planned
Leverkusen - Bayer AG is to follow the recommendations of the "Government
Commission on the German Corporate Governance Code" to a great extent. At its
meeting on December 5, 2002, the company's Supervisory Board approved the
"declaration of conformity" which the Board of Management and the Supervisory
Board have to issue to stockholders under new legislation.
In addition, the Supervisory Board decided on far-reaching changes regarding the
transparency of Management Board and Supervisory Board compensation. Details of
the remuneration of Management Board members will in future be provided in the
notes to Bayer AG's financial statements, disclosing for each individual the
fixed salary, performance-related components and long-term incentives. The same
applies to the earnings of the Supervisory Board members, which will be shown
according to fixed and performance-related portions.
At today's meeting the Supervisory Board also issued new Rules of Procedure for
its own activity. Committee work is to be thoroughly reorganized. There will in
future be three committees of the Supervisory Board: the Presidium (also
nomination committee, established pursuant to ss. 27 of the Co- Determination
Act), the Human Resources Committee and the Audit Committee.
Some of today's decisions entail amendments to Bayer's Articles of
Incorporation. The amendments will therefore be put to the Annual Stockholders'
Meeting in April 2003.
Leverkusen, December 5, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 17
Strategic options for Rhein Chemie under review
Leverkusen - An agreement concluded in October 2002 between a U.S. financial
investor and Bayer concerning the sale of Rhein Chemie has been dissolved by
common consent of the parties, who were unable to agree on a number of
outstanding points. Various strategic options are currently being considered.
Rhein Chemie is an internationally successful supplier of specialties to the
rubber, lubricant and plastics industries. It also has a wholly owned
subsidiary, iSL-Chemie GmbH & Co. KG in Kurten, Germany, affiliates in the
United States and Japan, and owns a 90 percent interest in a joint venture in
China.
Leverkusen, December 5, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 18
Bayer Supervisory Board Chairman Dr. Manfred Schneider: "Plans for the future of
Pharmaceuticals have the support of the Supervisory
Board" Criticism voiced by some employee representatives is not in line with the
outcome of Supervisory Board meetings
Leverkusen, December 6, 2002 - Bayer Management Board Chairman Werner Wenning
reacted with surprise to remarks in the media by Group Works Council Chairman
Erhard Gipperich, who said he did not believe that a majority of Supervisory
Board members support the Management Board's plans for the future of the
Pharmaceuticals Division. Said Wenning: "I already explained all the options for
our future pharmaceuticals strategy to the Supervisory Board at its last-but-one
meeting in September. At that time the Management Board's ideas and views had
the support of the entire Supervisory Board."
Clarification also came from the Chairman of the Supervisory Board, Dr. Manfred
Schneider: "The Supervisory Board has detailed knowledge of the Management
Board's plans and wholeheartedly supports them. The reservations some employee
representatives now seem to have developed about the future course of action are
not in line with the outcome of our September meeting - nor were there any
comments on this topic at our meeting yesterday."
Wenning has repeatedly stated in public that Bayer is looking for a partner for
its pharmaceuticals activities in order to capitalize more effectively and
systematically on existing strengths, saying that detailed analyses show the
company is not currently capable of exhausting the full potential of its
pharmaceuticals business on its own.
Speaking to journalists at the Fall Financial News Conference, the Management
Board Chairman said: "We will proceed pragmatically and attempt to achieve the
optimum scenario for our business and our stockholders. Our preferred option is
to combine our pharmaceutical activities with those of another company. We are
currently involved in very good and constructive discussions along these lines,
and are confident that these discussions will lead to a value-enhancing solution
for our pharmaceuticals business."
Despite reports to the contrary, the subject of Bayer's future strategy in
pharmaceuticals was not in fact on the agenda of the most recent Supervisory
Board meeting on December 5, 2002.
Leverkusen, December 6, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 19
FDA Approves Once-Daily Cipro(R) XR for the Treatment of Uncomplicated Urinary
Tract Infections (UTIs)
Uncomplicated UTIs Result in More Than 8 Million Doctor Visits Annually;
Extended Release Formulation Provides Once-a-Day Dosing For Patients
WEST HAVEN, CT, December 16, 2002 - Bayer Corporation announced today that the
U.S. Food and Drug Administration (FDA) has approved Cipro(R) XR (ciprofloxacin*
extended-release tablets), a new formulation of ciprofloxacin, given once-a-day
over three days, for the treatment of uncomplicated urinary tract infections
(UTIs) due to susceptible strains of indicated organisms. Cipro XR will be
marketed for use at a dosage strength of 500 mg.
Cipro XR was developed using a bilayer matrix of the active ingredient
ciprofloxacin, and enables two different release mechanisms. The first is a
rapid release of ciprofloxacin, which distributes to the serum and tissues
within hours. This is followed by a second extended release of the active
ingredient to allow sustained levels over 24 hours.
"This is good news for patients diagnosed with uncomplicated UTIs," said Dr.
Thomas Hooton, Professor, Division of Allergy and Infectious Diseases, School of
Medicine, University of Washington. "Once-daily dosing may enhance patient
compliance, which can be an important factor in helping to achieve better
outcomes as it is often easier to remember to take one pill rather than two."
Results of a prospective, randomized, double-blinded study were included in the
New Drug Application (NDA) submitted to the FDA in March 2002. The study
evaluated the treatment of 891 adult women with clinical signs and symptoms of
acute uncomplicated UTI, including pyuria, and a positive pre-therapy urine
culture. The primary endpoint of the study, which compared 500 mg Cipro(R) XR,
given once-daily over three days, to the conventional twice-daily dose (250 mg)
of Cipro(R) (ciprofloxacin HCl), was to demonstrate that treatment with Cipro XR
was not inferior to treatment with Cipro. Results showed that Cipro XR is
comparable in safety and efficacy to the conventional twice-daily dose of Cipro.
The treatment groups were similar with respect to demographics and infection
characteristics. Of the total treatment group, 444 were treated with Cipro XR;
447 were treated with Cipro.
According to Dr. Lawrence Posner, Senior Vice President and Worldwide Head,
Regulatory Affairs, Bayer Corporation, "This study showed that Cipro XR was as
effective and welltolerated as twice-daily Cipro for the treatment of
uncomplicated UTIs. This approval provides patients with a new and more
convenient option for appropriate and targeted treatment."
Bayer Corporation submitted a NDA to the FDA in October 2002 to market once
daily Cipro XR at a different dosage strength for the treatment of complicated
UTIs. Bayer will begin shipping Cipro XR 500mg to pharmacies on January 2, 2003.
About the Study
At the first assessment point, 4-11 days post-treatment, bacteriologic
eradication was achieved in 94% in the once daily therapy arm and 94% in the
twice a day-treated patients; clinical cure was observed in 95% of the
once-daily treated patients compared to 93% of twice-daily therapy patients.
Eradication of E. coli, the most predominant organism, was 97% for each group.
These rates were consistent with those that investigators observed in the late
treatment follow-up (25-
50 days post-therapy). Drug related adverse events were similar for each group
and included nausea, headache, and vaginitis.
About Uncomplicated Urinary Tract Infections (UTIs)
UTIs pose a potentially serious health problem that affects millions of people
each year. Infections of the urinary tract are very common - only respiratory
infections occur more frequently, according to the National Institutes of
Health. Uncomplicated UTIs account for more than 8 million doctor visits
annually. Women are especially prone to UTIs and their risk increases with age.
An uncomplicated UTI is usually a bladder infection that is caused by bacteria
that enter the urethra and travel up the urinary tract. Patients who have an
uncomplicated UTI generally do not have structural problems or obstructions
within the urinary tract. Left untreated, the bacteria can spread and the
condition can become more serious. UTIs can also be referred to as acute
uncomplicated cystitis or bladder infections.
Indications and Important Safety Information
CIPRO XR is indicated solely for the treatment of uncomplicated urinary tract
infections (acute cystitis) caused by Escherichia coli, Proteus mirabilis,
Enterococcus faecalis, or Staphylococcus saprophyticus.
Serious and fatal reactions have been reported in patients receiving concurrent
administration of ciprofloxacin and theophylline. Monitor theophylline levels if
concurrent administration cannot be avoided.
The safety and effectiveness of ciprofloxacin in children, adolescents less than
18 years of age, pregnant women and lactating women have not been established.
Ciprofloxacin is contraindicated in persons with a history of hypersensitivity
to ciprofloxacin or any member of the quinolone class of antimicrobial agents.
Ciprofloxacin should be discontinued at the first sign of an allergic reaction.
Adverse events determined to be at least possibly drug related occurring in = 1%
of patients were headache (2%) and nausea (3%).
Antacids containing magnesium, aluminum or calcium, or other products containing
metal cations, should be taken 2 hours before or 6 hours after oral
administration of Cipro XR. Full prescribing information for CIPRO XR can be
viewed at http://www.ciproxr.com
About Bayer Corporation
Best known for its flagship product, Bayer Aspirin, Bayer Corporation produces a
broad range of healthcare, crop protection, polymer and chemical products that
help diagnose and treat diseases, purify water, preserve local landmarks,
protect crops, advance automobile safety and durability and improve people's
lives.
Bayer Pharmaceuticals is a division of Bayer Health Care and a member of the
worldwide Bayer Group, a $27 billion international healthcare and chemicals
group based in Leverkusen,
Germany. The Bayer Group stock is a component of the DAX and is listed on the
New York Stock Exchange (ticker symbol: BAY).
* As ciprofloxacin+ and ciprofloxacin hydrochloride+ does not comply with the
loss on drying test and residue on ignition test of the USP monograph.
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20- F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 20
Bayer reaches agreement with U.S. authorities
Leverkusen - Bayer has reached an agreement in principle on the terms of a
settlement with the U.S. Attorney's Office for the District of Massachusetts in
the context of an investigation into rebates for pharmaceutical products.
Provisions of $257,2 million have been established in this connection.
The U.S. subsidiary Bayer Corporation has been the subject of a joint civil and
criminal investigation with respect to allegations that Bayer Corporation
improperly underpaid rebates, particularly under the U.S. Medicaid Rebate
Program, during a period from 1995 to 2000. Medicaid is a joint state-federal
health-insurance program that provides drugs and treatment for people on low
incomes or with disabilities.
The final terms of such agreement remain subject to negotiations. Bayer
Corporation has cooperated very closely with the authorities throughout this
process.
Leverkusen, December 20, 2002
Forward-Looking Statements
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
EXHIBIT 21
2003 Calendar of Investor Relations Events
Date Occasion Information Released
----- -------- --------------------
Thursday, March 6 Spring Supervisory Board Meeting Dividend Proposal
Thursday, March 13 Spring Press Conference Full 2002 Results
& Annual Report
Thursday & Friday, Spring Investor Conference, Financial Presentations to Analysts &
March 13 & 14 Leverkusen Investors
Friday, April 25 Annual Shareholders' Meeting, Cologne
Monday, May 5 Conference Call 1st Quarter 2003
Stockholders' Newsletter
Review of Business Performance
Wednesday, August 6 Half Year Investor Conference, London 1st Half 2003
Stockholders' Newsletter
Review of Business Performance
Tuesday, November 11 Fall Press Conference 3rd Quarter 2003
Stockholders' Newsletter
Tuesday, November 11 Fall Investor Conference, Leverkusen Financial Presentations to Analysts &
Investors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bayer Aktiengesellschaft
(Registrant)
Date: January 29, 2003 By: /s/ DR. ALEXANDER ROSAR
------------------------------------------
Name: Dr. Alexander Rosar
Title: Head of Investor Relations
/s/ DR. ARMIN BUCHMEIER
------------------------------------------
Name: Dr. Armin Buchmeier
Title: Senior Counsel