Bayer-Geschäftsbericht 2018
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A Zusammengefasster Lagebericht
1
Annual Report
RESTRICTED
Bayer Annual Report 2020
Five-Year Summary
2
Five-Year Summary
€ million
Bayer Group financial KPIs
Sales
EBITDA1
EBITDA before special items1
EBITDA margin before special items1
EBIT1
EBIT before special items1
Income before income taxes
Net income (from continuing and discontinued operations)
Earnings per share (from continuing and discontinued operations) (€)1
Core earnings per share (from continuing operations) (€)1
Free cash flow
Net financial debt
Capital expenditures (newly capitalized)
Return on Capital Employed (ROCE) (%)
Bayer AG
Total dividend payment
Dividend per share (€)
Bayer Group nonfinancial KPIs2
Number of smallholder farmers in LMICs who have received support (million)
Number of women in LMICs who have gained access to modern
contraception (million)
Number of people in underserved communities whose self-care needs have
been supported by Bayer interventions (million)
Scope 1 & 2 greenhouse gas emissions (million t)
Scope 3 greenhouse gas emissions from relevant categories (million t)
Off-setting of remaining Scope 1 & 2 greenhouse gas emissions (million t)
Innovation
Research and development expenses3
Ratio of R&D expenses to sales – Crop Science (%)4
Ratio of R&D expenses to sales – Pharmaceuticals (%)4
Ratio of R&D expenses to sales – Consumer Health (%)4
Employees
Number of employees5 (Dec. 31)
Personnel expenses (including pension expenses) (€ million)
Safety & Environmental Protection
Recordable Incident Rate (RIR) for Bayer employees
Process Safety Incident Rate (PSI-R)
Total energy consumption (terajoules)
Energy efficiency (kWh / €1,000)6
Hazardous waste generated (thousand t)
Water use (million m³)
2016
2017
2018
2019
2020
34,943
35,015
36,742
8,801
9,318
26.7%
5,738
6,826
4,773
4,531
5.44
6.67
5,806
11,778
2,627
10.3
8,563
9,288
26.5%
5,903
7,130
4,577
7,336
8.29
6.64
5,202
3,595
2,418
10.8
9,695
8,969
24.4%
3,454
6,013
1,886
1,695
1.80
5.60
4,652
35,679
2,368
4.0
43,545
9,529
11,474
26.3%
4,162
6,975
2,853
4,091
4.17
6.38
4,214
34,068
2,920
3.7
41,400
(2,910)
11,461
27.7%
(16,169)
7,095
(17,250)
(10,495)
(10.68)
6.39
1,343
30,041
3,138
– 16,5
2,233
2.70
2,402
2.80
2,611
2.80
2,751
2.80
1,965
2.00
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
42
38
41
3.76
8.87
0.0
4,405
4,504
5,105
5,301
11.7
16.7
3.9
11.7
16.2
3.9
13.0
15.5
4.1
11.3
15.6
3.9
45
40
43
3.58
7.88
0.20
7,126
10.4
15.5
3.8
99,592
9,459
99,820
107,894
103,824
9,528
10,778
11,788
99,538
9,769
0.40
–
0.45
–
0.40
–
0.46
0.10
26,243
25,832
28,903
39,212
209
428
93
205
485
98
219
303
42
250
316
59
0.32
0.08
35,858
241
305
57
2019 figures restated; figures for 2016 – 2018 as last reported
1 For definitions of the indicators see A 2.3.
2 For more information see A 1.2.1
3 The increase in research and development expenses in 2020 was mainly due to special charges in connection with the impairment charges at Crop Science.
4 R&D expenses before special items
5 Employees calculated as full-time equivalents (FTEs)
6 Quotient of total energy consumption and external sales
Bayer Annual Report 2020
At a Glance
3
Fiscal 2020:
Bayer delivers robust performance
despite pandemic – foundation laid
for future growth
// Group sales at €41.4 billion, impacted by negative
currency effects of €1.9 billion (Fx & p adj. + 0.6%)
// EBITDA before special items unchanged at €11.5 billion
– currency effects offset by stringent cost management
// Crop Science and Pharmaceuticals report
stable operational business, Consumer Health sees
strong growth
// Core earnings per share at €6.39 (+ 0.2%)
// Earnings per share at – €10.68, impacted by
litigation provisions and impairments
// Net financial debt improves to €30.0 billion
// Proposed dividend of €2.00 per share
// Portfolio and innovation capabilities strengthened
// Outlook for 2021: positive momentum and
solid operational growth – stable earnings at
constant currencies
Bayer Annual Report 2020
Contents
4
Contents
To our Stockholders
Chairman’s Letter __________________________________________ 6
Board of Management __________________________________ 12
Report of the Supervisory Board _____________________ 13
Investor Information _____________________________________ 21
About this Report _________________________________________ 25
A Combined Management Report
1.2
1. Fundamental Information About the Group _____ 27
1.1
Corporate Profile and Structure ________________________ 27
1.1.1 Corporate Profile _______________________________________ 27
1.1.2 Corporate Structure ____________________________________ 27
Strategy and Management _____________________________ 32
1.2.1 Strategy and Targets ___________________________________ 32
1.2.2 Sustainability Management ____________________________ 37
1.2.3 Management Systems __________________________________ 39
Focus on Innovation __________________________________ 40
1.3
Commitment to Employees ____________________________ 57
1.4
Procurement and Supplier Management_______________ 62
1.5
Product Stewardship ___________________________________ 64
1.6
Environmental Protection and Safety __________________ 67
1.7
2. Report on Economic Position ______________________ 71
2.1
Overview of Business Performance ____________________ 71
2.1.1 Economic Position and Target Attainment ____________ 71
2.1.2 Key Events ______________________________________________ 72
2.1.3 Economic Environment _________________________________ 76
2.2
Earnings; Asset and Financial Position
of the Bayer Group _____________________________________ 77
2.2.1 Earnings Performance of the Bayer Group ____________ 77
2.2.2 Business Development by Division ____________________ 82
2.2.3 Value-Based Performance _____________________________ 90
2.2.4 Asset and Financial Position of the Bayer Group ______ 91
2.3
Alternative Performance Measures Used
by the Bayer Group _____________________________________ 96
3. Report on Future Perspectives and
on Opportunities and Risks _________________________ 99
3.1
Future Perspectives ____________________________________ 99
3.1.1 Economic Outlook ______________________________________ 99
3.1.2 Corporate Outlook ____________________________________ 100
3.2
Opportunity and Risk Report _________________________ 101
3.2.1 Group-wide Opportunity and
Risk Management System ____________________________ 101
3.2.2 Opportunity and Risk Status __________________________ 105
3.2.3 Overall Assessment of Opportunities and Risks
by the Board of Management _________________________ 114
4. Corporate Governance Report ___________________ 115
4.1
Declaration by Corporate Management
Pursuant to Sections 289f and 315d of the
German Commercial Code ____________________________ 115
Compliance ___________________________________________ 119
4.2
4.3 Disclosures Pursuant to Sections 289b
Through e and 315b and c of the German
Commercial Code _____________________________________ 121
Compensation Report ________________________________ 121
4.4
4.4.1 Compensation of the Board of Management _________ 122
4.4.2 Compensation and Benefits Granted and Their
Allocation to Members of the Board of Management 140
4.4.3 Development of Board of Management
Compensation Relative to Employee Compensation
and the Financial Performance of the Company _____ 143
4.4.4 Compensation of the Supervisory Board _____________ 145
4.4.5 Further Information ___________________________________ 147
Takeover-Relevant Information _______________________ 147
4.5
5. Information on Bayer AG ___________________________ 149
Earnings Performance of Bayer AG __________________ 149
5.1
Asset and Financial Position of Bayer AG ____________ 152
5.2
Forecast, Opportunities and Risks for Bayer AG _____ 154
5.3
Nonfinancial and Other Disclosures by Bayer AG ____ 155
5.4
Bayer Annual Report 2020
Contents
5
B Consolidated Financial Statements
Bayer Group Consolidated Income Statements _____________ 156
Bayer Group Consolidated Statements
of Comprehensive Income ___________________________________ 157
Bayer Group Consolidated Statements
of Financial Position _________________________________________ 158
Bayer Group Consolidated Statements
of Changes in Equity _________________________________________ 159
Bayer Group Consolidated Statements of Cash Flows _____ 160
3.
2.
1.
Notes to the Consolidated Financial Statements
of the Bayer Group ___________________________________________ 161
General information ___________________________________ 161
Effects of new financial reporting standards _________ 161
Reporting policies, methods and
critical accounting estimates _________________________ 164
Segment reporting ____________________________________ 177
Scope of consolidation; subsidiaries and affiliates __ 180
Changes in the scope of consolidation _______________ 180
Business combinations and other acquisitions ______ 181
Discontinued operations, assets and liabilities
held for sale, and divestments ________________________ 184
5.3
5.2
5.1
5.
4.
6.
9.
8.
7.
10.
10.1
Notes to the Income Statements ____________________________ 187
Net sales ______________________________________________ 187
Other operating income _______________________________ 188
Other operating expenses ____________________________ 189
Personnel expenses and employee numbers _________ 189
Financial result ________________________________________ 190
Income (loss) from investments
in affiliated companies ________________________________ 190
10.2 Net interest expense __________________________________ 191
10.3 Other financial income and expenses ________________ 191
Taxes __________________________________________________ 192
Income / losses attributable
to noncontrolling interest _____________________________ 195
Earnings per share ____________________________________ 195
13.
11.
12.
15.
16.
14.
Notes to the Statements of Financial Position ______________ 196
Goodwill and other intangible assets _________________ 196
Property, plant and equipment _______________________ 200
Investments accounted for using
the equity method _____________________________________ 202
Other financial assets _________________________________ 202
Inventories _____________________________________________ 203
Trade accounts receivable ____________________________ 204
Other receivables _____________________________________ 207
19.
17.
18.
20.
21.
26.
22.
23.
24.
25.
Equity __________________________________________________ 207
Provisions for pensions and
other post-employment benefits ______________________ 209
Other provisions _______________________________________ 218
Financial liabilities ____________________________________ 221
Trade accounts payable ______________________________ 223
Other liabilities ________________________________________ 223
Financial instruments _________________________________ 224
Financial instruments by category ____________________ 224
27.2 Maturity analysis ______________________________________ 230
Information on derivatives ____________________________ 231
Leases _________________________________________________ 234
Contingent liabilities and
other financial commitments __________________________ 236
Legal risks _____________________________________________ 237
27.1
27.3
28.
29.
27.
30.
Notes to the Statements of Cash Flows _____________________ 244
31.
Net cash provided by (used in) operating,
investing and financing activities _____________________ 244
33.
32.
Other Information ____________________________________________ 246
Audit fees ______________________________________________ 246
Related parties ________________________________________ 246
Total compensation of the Board of Management
and the Supervisory Board, advances and loans ____ 247
Events after the end of the reporting period _________ 248
35.
34.
Responsibility Statement ____________________________________ 249
Independent Auditor’s Report _______________________________ 250
Limited Assurance Report of the Independent
Practitioner Regarding Sustainability Information
contained in the Combined Management Report ___________ 259
C Further Information
Governance Bodies __________________________________________ 261
Financial Calendar and Masthead ___________________________ 264
To our Stockholders
Chairman’s Letter
6
Bayer Annual Report 2020
Chairman’s Letter
Bayer has enormous
long-term growth potential
The world in 2020 was firmly in the grip of the coronavirus pandemic, which
placed great demands on everyone. Across the globe many people died from
the virus infection, the economy and stock markets slumped, livelihoods
were destroyed.
For Bayer, too, it was a challenging year. Yet we came through the pandemic
in good shape and at the same time laid the foundation for future growth. We
achieved a great deal in the face of adverse conditions, bringing new products
to market for our customers, driving forward Bayer’s transformation and taking
our sustainability commitment to the next level. We invested substantially in
innovation and future growth.
And we did this despite the upheavals we experienced in many of our markets
due to COVID-19. In the pharmaceuticals business, for example, demand
for certain medicines decreased because people avoided going to the doctor
or treatments were postponed.
Bayer Annual Report 2020
To our Stockholders
Chairman’s Letter
7
In the agriculture sector,
the currently challenging market
environment, combined with
significant negative currency
effects, resulted in lower growth
expectations. This led to impair-
ment charges of €9.1 billion in
our Crop Science Division.
Bayer CEO Werner Baumann
Shouldering responsibility during the crisis
Looking back on the past year, we have much we can be proud of. We man-
aged to keep the company running successfully despite this major crisis, and
continued providing farmers, patients and consumers with urgently needed
and in some cases life-saving products. At the same time we succeeded in
protecting our workforce and minimizing the number of COVID-19 infections
in the company.
What’s more, we are deploying our knowledge and our resources to help in
the fight against the virus. For example, we signed a collaboration agreement
with biotech company CureVac to advance the further development, manufac-
ture and supply of a vaccine against COVID-19. Using our global production
network, we plan to manufacture 160 million vaccine doses in 2022.
This effort isn’t primarily for financial considerations. Our overriding aim is to
contribute to ending the pandemic. Right from the start of the pandemic,
we’ve been helping in many ways. We donated money, medicines, protective
equipment and medical appliances worth €29 million in more than 60 countries.
On top of that, we’ve helped by providing additional testing capacities. And at
Group headquarters in Leverkusen, we’ve made our cultural events venue
available as a COVID-19 vaccination center.
Bayer Annual Report 2020
To our Stockholders
Chairman’s Letter
8
I’ve been very impressed by the commitment our employees have shown in
making all this possible. And I would like to sincerely thank them all, also on
your behalf as shareholders. For me, that commitment once again underlines
what a great company Bayer is.
Thanks to our employees’ dedication, we achieved the operational targets
for 2020 that we had adjusted due to the pandemic – proving once again how
robust our businesses are. Group sales came in at €41.4 billion, level with
the previous year after adjusting for currency and portfolio effects. Business
development varied among the divisions, adjusted for currency effects and
portfolio changes in each case: Crop Science posted a sales gain over
the prior year, while Pharmaceuticals saw a decline. Consumer Health sales
increased substantially, growing at the forefront of the industry in a pivotal
year for everyday health.
In the end – despite significant negative currency effects, COVID-related
sales losses in the pharmaceuticals business and substantial price reductions
for pharmaceuticals in China – we reported EBITDA before special items of
€11.5 billion, in line with the previous year. We even raised the clean EBITDA
margin to 27.7%, from 26.3% in the prior year. For 2021, we are targeting
sales growth of around 3% on a currency- and portfolio-adjusted basis and a
currency-adjusted EBITDA margin before special items of about 27%.
On this basis we have decided to propose to the Annual Stockholders’ Meeting
that a dividend of €2.00 per share be paid for 2020. Thus we are upholding
our dividend policy, but unlike previous years, the dividend will be at the lower
end of the corridor of 30% to 40% of core earnings per share so that we will
have further funds available for investing in innovation and growth.
As you know, last year was also marked by efforts to resolve the glyphosate
litigation in the United States. In June 2020, we reached an agreement
in principle with plaintiffs, without admission of liability, to settle most of
the claims known at that time. We continue to work on this. The total cost
of the envisaged settlements of all outstanding claims is estimated at up
to US$9.6 billion.
With regard to potential future Roundup™ cases, the parties have negotiated
a revised settlement proposal and submitted it to the court. The parties
have worked diligently to address questions previously raised by the court in
July 2020 in response to the original proposal. The settlement includes a
commitment that Bayer will provide up to US$2 billion for future claims and
other settlement elements. Bayer remains strongly committed to a resolution
that simultaneously addresses the current litigation on reasonable terms
and provides a viable solution to manage and resolve future litigation.
Bayer Annual Report 2020
To our Stockholders
Chairman’s Letter
9
Strengthening innovation capabilities to ensure future growth
Last year we launched a series of measures to boost our innovation capabilities
in order to drive future growth. These include further operational savings.
Bayer will implement the planned measures fairly and responsibly, as always.
In addition, we took decisive steps last year to position ourselves at the fore-
front of the latest technological developments in the life sciences. Breathtaking
advances in cell biology and genome editing, along with increasingly specific
application technologies, are revolutionizing the life sciences and – partly
in conjunction with IT and artificial intelligence – are opening up undreamed-of
possibilities in health and nutrition. We plan to be among the companies
shaping this biorevolution.
Last year our Pharmaceuticals Division invested heavily in external innovation,
concluding more than 25 collaboration agreements and acquisitions. We
took a major step forward in particular with the acquisition of Asklepios
BioPharmaceutical (AskBio). This transaction, together with the acquisition
of BlueRock Therapeutics in 2019, has put us among the leading players in
the promising and rapidly expanding area of cell and gene therapies.
With this platform we can work on groundbreaking innovations, including
some to treat or even cure diseases caused by defective genes. There are
tremendous opportunities here, with the market for cell and gene therapies set
to grow to more than €25 billion by 2025 according to external estimates.
Our development portfolio for these therapies already comprises eight
late-stage candidates in clinical development. They address various therapeutic
areas including Pompe disease, hemophilia A and heart failure. We are also
working on completely new therapeutic approaches to Parkinson’s in two
different clinical projects, where we hope to achieve a breakthrough in a neuro-
degenerative disorder that has so far proven impossible to cure. We are also
treading new paths in the treatment of cancer, harnessing donor-independent
cell therapies as a new approach in immuno-oncology, for example.
In our agriculture business, too, we are extremely well positioned to lead the
biorevolution. With the industry’s largest research and development investment,
most advanced biotechnology platform, leading crop protection portfolio and
leading digital platform, we are in a strong position to help shape the future
of agriculture. Our research pipeline at Crop Science contains numerous new
chemical and biological crop protection products, seed varieties, improved
genetics and digital products.
Bayer Annual Report 2020
To our Stockholders
Chairman’s Letter
10
One game-changer in our Crop Science pipeline is Vitala™, our new short-stature
corn variety launched experimentally in Mexico last year. It will revolutionize
the way corn is produced. The shorter stalks make the corn more resilient to
extreme weather events, which are becoming more common due to climate
change. This technology also presents an opportunity to use less land, nitrogen
and water and an increased ability to be more precise in crop protection
applications. The product has true global potential, with benefits that address
the diverse needs of farmers across the globe.
We are also fueling Crop Science’s research opportunities through
collaborations such as Unfold, a joint venture established with Temasek.
Unfold is focusing on innovating vegetable varieties specific to the needs
of the vertical farming environment and aims to set new standards in
quality, efficiency and sustainability.
In Consumer Health, too, we’re stepping up our focus on innovation. In
November, we acquired a majority stake in Care/of, a leading personalized
nutrition company with outstanding digital competencies. We also forged
a partnership with the U.S. biotech company Azitra, which is aimed at better
understanding the skin microbiome to deliver self-care solutions that could
one day help wounds heal faster, accelerate recovery from eczema, and
strengthen skin as the immune system’s first line of defense.
Innovation and sustainability go hand in hand
Here at Bayer, we are convinced that innovation and sustainability go
hand in hand. Both are deeply rooted in our corporate culture. We’ve made
sustainability a core component of our strategic alignment, and that means
the attainment of our sustainability goals is now a factor for the variable
compensation of the Board of Management and senior management. Last
year, we also established a sustainability council made up of highly qualified
experts to advise us on sustainability matters and monitor our progress.
We have set ourselves ambitious, measurable goals and laid out a timeline
for reaching them by 2030 so that we can help to achieve the Sustainable
Development Goals of the United Nations.
At the same time, we aim to become a 100% carbon-neutral company by
2030. Last year, the independent Science Based Targets initiative reviewed our
climate protection goals and confirmed that Bayer is helping to limit global
warming to 1.5°C and fulfill the Paris Climate Agreement.
Bayer Annual Report 2020
To our Stockholders
Chairman’s Letter
11
In difficult times like these, it’s more essential than ever before that society
looks forward and addresses future issues. And that’s what we’re doing at
Bayer. We’re working on innovative products for agriculture that help to ensure
an adequate food supply for the growing world population without placing
excessive demands on the planet and its ecosystems. And we’re working on
innovative medicines and improvements in health care to better treat, prevent
or even cure diseases in the future.
Last year made the significance of both abundantly clear. Rarely before has
the importance of innovation in the areas of health care and agriculture been
so evident – and with it the importance of our vision: Health for all, hunger
for none. This vision is what motivates us. It encapsulates Bayer’s enormous
long-term growth potential. We are accelerating the company’s transformation
to realize that potential.
I would like to thank you, our shareholders, for your trust and support.
I’m glad you’re traveling with us on our journey.
Sincerely,
Werner Baumann
Chairman of the Board of Management of Bayer AG
Bayer Annual Report 2020
To our Stockholders
Board of Management
12
Board of Management
Werner Baumann
Chairman
Werner Baumann studied economics
in Aachen and Cologne, joining
Bayer AG in 1988. After holding
positions of increasing responsibility
in Spain and the United States, he
became a member of the Board of
Management of Bayer HealthCare.
He was appointed to the Bayer
Board of Management in 2010, first
as Chief Financial Officer and then as
Chief Strategy and Portfolio Officer.
Baumann has been Chairman of the
Bayer Board of Management since
May 2016. Alongside this role, he
became Bayer’s Chief Sustainability
Officer in January 2020.
Wolfgang Nickl
Finance
Wolfgang Nickl studied busi-
ness administration in Stuttgart
and Los Angeles. Following
numerous roles in Europe and
the United States at Western
Digital Corporation, Nickl
was appointed Chief Financial
Officer in 2010. In 2013, he
joined Netherlands-based
ASML N.V. as Executive Vice
President and Chief Financial
Officer. Nickl has been a
member of the Bayer Board of
Management since April 2018.
Sarena Lin1
Chief Transformation
and Talent Officer
Sarena Lin studied Computer
Science at Harvard University and
later received her MBA in Strategy
and a master’s degree in Interna-
tional Relations from Yale Univer-
sity. She worked at McKinsey from
1998 to 2011 and held roles such
as Managing Partner in Taipei as
well as Partner in New York. From
2011 to 2017, she worked at Car-
gill in Minneapolis, United States.
She then joined Elanco, where she
served as President, Elanco USA
as well as Executive Vice President
of Corporate Strategy and Global
Marketing. She has been a mem-
ber of Bayer’s Board of Manage-
ment since February 2021.
¹ Labor Director
Liam Condon
Crop Science
Liam Condon studied interna-
tional marketing in Dublin
and Berlin. He held various
positions of increasing
responsibility with the former
Schering AG, Berlin, Germany,
and with Bayer HealthCare
in Europe and Asia, including
as Managing Director of Bayer
HealthCare China and head of
Bayer HealthCare in Germany.
Condon became Chief
Executive Officer of Bayer
CropScience in 2012. He was
appointed to the Bayer Board
of Management and head
of the Crop Science Division
in January 2016.
Stefan Oelrich
Pharmaceuticals
Stefan Oelrich joined Bayer as
a commercial trainee. After quali-
fying as a commercial assistant,
he held a number of positions
of increasing responsibility in
Bayer’s HealthCare business. In
2011, Oelrich joined Sanofi,
where he held numerous roles
before being appointed Executive
Vice President Diabetes &
Cardiovascular in the company’s
Executive Committee. Oelrich
has served as a member of the
Bayer Board of Management and
head of the Pharmaceuticals
Division since November 2018.
Heiko Schipper
Consumer Health
After completing his studies in
business economics in Rotter-
dam, Heiko Schipper acquired
experience at Heineken before
joining Nestlé in 1996, where he
held various sales and marketing
roles in Bangladesh, Indonesia
and Switzerland. Schipper took
on general management roles
with increasing responsibility in
the Philippines and Greater
China. He was later appointed
CEO of Nestlé Nutrition and a
member of the Nestlé Group
Executive Board. Schipper has
been a member of the Bayer
Board of Management since
March 2018.
Bayer Annual Report 2020
To our Stockholders
13
Report of the Supervisory Board
Report of the Supervisory Board
During 2020, the Supervisory Board monitored the conduct of the company’s business by
the Board of Management on a regular basis with the aid of detailed written and oral reports
received from the Board of Management, and also acted in an advisory capacity. In addition,
the Chairman of the Supervisory Board maintained a constant exchange of information with
the Chairman and the other members of the Board of Management. This exchange of infor-
mation was maintained both by Werner Wenning, who served as Chairman of the Supervisory
Board until the end of the Annual Stockholders’ Meeting, and by his successor. In addition, the
Chairman of the Supervisory Board and the Chairman of the Audit Committee were regularly
in direct contact with the heads of the Law, Patents, Insurance, Compliance and Data Privacy
unit, Internal Audit and the Taxes, Treasury and Accounting unit. Furthermore, the Chairman
of the Audit Committee was regularly in direct contact with the head of the Global Compliance
and Data Privacy department. In this way the Supervisory Board was kept continuously
informed about the company’s intended business strategy, corporate planning (including
financial, investment and human resources planning), earnings performance, the state of the
business and the situation in the company and the Group.
Where Board of Management decisions or actions required the approval of the Supervisory
Board, whether by law or under the Articles of Incorporation or the rules of procedure, the
draft resolutions were inspected by the members at the meetings of the full Supervisory Board,
sometimes after preparatory work by the committees, or approved on the basis of documents
circulated to the members. The Supervisory Board was involved in decisions of material im-
portance to the company. We discussed at length the business trends described in the reports
from the Board of Management and the prospects for the development of the Bayer Group as
a whole, the divisions and the principal affiliated companies in Germany and abroad.
Changes on the Supervisory Board
Werner Wenning stepped down as a member and Chairman of the Supervisory Board at the
end of the company’s Annual Stockholders’ Meeting on April 28, 2020. The Supervisory
Board elected Prof. Dr. Norbert Winkeljohann as its new Chairman. The Annual Stockholders’
Meeting elected Horst Baier as a new stockholder representative effective as of the end of
the meeting. Horst Baier brings along extensive expertise in areas including capital markets,
finance and accounting and thus helps to fulfill the Supervisory Board’s stated goals with
regard to the competencies of its membership. Sabine Schaab, an employee representative
on the Supervisory Board since October 2017, passed away on August 4, 2020. Andrea
Sacher was appointed by a court to succeed her effective September 8, 2020.
An extensive onboarding program was provided for the members who joined the Supervisory
Board in 2020, during which they met individually with each member of the Board of
Management. They received information regarding the company’s organizational structure,
its strategy, the legal framework for their duties and the status of the principal litigations,
along with additional information depending on their intended membership of committees.
Bayer Annual Report 2020
To our Stockholders
14
Report of the Supervisory Board
Work of the Supervisory Board
The Supervisory Board convened 10 times in 2020.
The average attendance rate at the meetings of the full
Supervisory Board and its committees held in 2020 was
approximately 94 percent. Frank Löllgen, an employee
representative, was unable to attend half of the meet-
ings of the Supervisory Board or of the committees on
which he served due to a prolonged illness. The average
attendance rate by the remaining members was approx-
imately 97 percent. Thus each of the other members
attended far more than half of the meetings of the
Supervisory Board and the committees on which he
or she served. A detailed overview of the attendance of
the individual members of the Supervisory Board at the
meetings of the full Supervisory Board and its commit-
tees is shown in the “Further Information” section of this
Annual Report.
The members of the Board of Management generally
attended the meetings of the Supervisory Board. How-
ever, the Supervisory Board also met regularly without
the Board of Management or with only the Chairman
of the Board of Management present.
Prof. Dr. Norbert Winkeljohann,
Chairman of the Supervisory Board of Bayer AG
The deliberations of the Supervisory Board primarily
related to questions concerning Bayer’s strategy,
portfolio and business activities. The work of the
Supervisory Board focused on the following areas in
particular, each of which was discussed at multiple
meetings: first, the glyphosate litigations and the
further material litigations relating to the contamination of water bodies by PCBs as well
as to dicamba and Essure™, which were dealt with at length by the full Supervisory Board
and several of its committees; second, the effects of the coronavirus pandemic on the
business and on short- and mid-term planning; and third, certain corporate acquisitions
and divestments. Outside of the meetings of the Supervisory Board, these issues were
also the subject of extensive dialogue between the respective Chairman of the Supervisory
Board and the Chairman of the Board of Management, as well as further members of the
Board of Management.
At its individual meetings, the Supervisory Board focused mainly on the following topics and
passed the following written resolutions:
1. At the February meeting, the Supervisory Board addressed the 2019 Annual Report and the
agenda for the 2020 Annual Stockholders’ Meeting. It dealt with the topics of governance
body liability and D&O insurance; the voluntary special audit of Bayer’s existing due
diligence procedures for material M&A transactions, which was still ongoing at that time;
inclusion and diversity at Bayer; the risk report; and the ongoing litigations. It also resolved
on the compensation of the Board of Management. The Supervisory Board elected Norbert
Winkeljohann to succeed Werner Wenning as its Chairman, effective as of the end of
the Annual Stockholders’ Meeting. In addition, it elected Horst Baier to be Chairman of
the Audit Committee in the event of his election to the Supervisory Board by the Annual
Stockholders’ Meeting, also effective as of the end of the Annual Stockholders’ Meeting,
and thus as successor to Norbert Winkeljohann, who had stepped down from the position
on being elected Chairman of the Supervisory Board.
Bayer Annual Report 2020
To our Stockholders
15
Report of the Supervisory Board
2. By way of a written resolution in March, the Supervisory Board gave its approval for the
Annual Stockholders’ Meeting to be held virtually due to the coronavirus pandemic.
3. At its meeting in April, the Supervisory Board extended the contracts of Wolfgang Nickl
and Heiko Schipper as members of the Board of Management by four years each
and made changes to the membership and chairmanship of the Supervisory Board’s
committees in view of Werner Wenning’s imminent departure from the Supervisory Board
and the assumption of its chairmanship by Norbert Winkeljohann. These changes included
the enlargement of the Nominations Committee from two to four stockholder representa-
tives and the election of Colleen Goggins and Dr. Simone Bagel-Trah as the additional
members. The Supervisory Board deliberated the question of its members’ independence
and determined, supported in particular by third-party opinions, that it considers the newly
elected Chairman of the Supervisory Board, Norbert Winkeljohann, to be independent,
even taking into consideration his previous service with PricewaterhouseCoopers. The
Supervisory Board discussed the precautions taken at Bayer in view of the coronavirus
pandemic and the effects of the pandemic on business development. Moreover, it
addressed the year-to-date business performance and the outcome of the completed
voluntary special audit, which established the appropriateness of Bayer’s existing due
diligence procedures for material M&A transactions. At this meeting the Supervisory Board
also discussed the ongoing litigations, especially those relating to glyphosate, and the
upcoming Annual Stockholders’ Meeting. Finally, in view of Werner Wenning’s planned
departure from the Supervisory Board after the upcoming Annual Stockholders’ Meeting,
the Supervisory Board expressed its appreciation for his work and his outstanding
service to Bayer.
4. At an extraordinary meeting held in June, the Supervisory Board approved the outright
acquisition of the company Care/of, appointed a compensation consultant to review the
appropriateness of the Board of Management’s compensation, and renewed its approval
for the sale of Covestro shares. Finally, the Supervisory Board engaged in a detailed
discussion of proposals to settle the glyphosate, dicamba and PCB litigations. Based on
the presentations by the Board of Management and by in-house and third-party legal ex-
perts, the statements by the advisor retained by the Supervisory Board, John H. Beisner,
an expert opinion on the admissibility of the settlements under stock corporation law
and detailed discussions, the Supervisory Board approved the concluding of the proposed
settlement agreements.
5. At an extraordinary meeting in July, the Supervisory Board approved the acquisition of the
company KaNDy Therapeutics and once again dealt at length with the ongoing U.S. litigations
and with an action for annulment of resolutions of the Annual Stockholders’ Meeting.
6. By way of a written resolution issued in August, the Supervisory Board approved the con-
cluding of a settlement agreement in the Essure™ litigation.
7. At its regular meeting in September, the Supervisory Board discussed the business perfor-
mance and the expectations for the full year in light of the coronavirus pandemic and its
potential effects on the company’s mid-term development. At this meeting, the Supervisory
Board extended the contract of Werner Baumann as a member and Chairman of the
Board of Management by three years. Finally, the Supervisory Board once more conferred
at length regarding the glyphosate litigations. Based again on detailed presentations, the
assessments by the advisor retained by the Supervisory Board, John H. Beisner, an
updated expert opinion on the admissibility of the settlement under stock corporation law
and detailed discussions, the Supervisory Board approved a revised proposal to settle the
glyphosate litigations.
8. At an extraordinary meeting in October, the Supervisory Board approved the acquisition
of Asklepios BioPharmaceutical Inc. (AskBio) and the sale of the Elanco shares held by
Bayer that formed part of the consideration for the sale of the Animal Health business.
Bayer Annual Report 2020
To our Stockholders
16
Report of the Supervisory Board
9. At a succession of three extraordinary meetings held in the months of November and
December, the Supervisory Board dealt in detail with the strategy of the Group and its
Crop Science, Pharmaceuticals and Consumer Health divisions as well as with assess-
ments and suggestions put forward by investors during roadshows and other interactions
with members of the Board of Management and the Chairman of the Supervisory Board.
10. At its regular meeting in December, the Supervisory Board discussed the business
performance, the status of the U.S. litigations, the operational planning for 2021, and
rating and financing issues. It conferred about the results of the Corporate Governance
Roadshow held by the Chairman of the Supervisory Board in November and December
and the discussions that took place with investors on those occasions. The Supervisory
Board also approved the issuance of bonds. It dealt with the ongoing structural program
(Bayer 2022) and a newly launched program to accelerate the company’s transformation.
The Supervisory Board revised its rules of procedure and resolved to issue an unqualified
declaration of compliance with the German Corporate Governance Code. Finally, a new
member had to be elected to the Innovation Committee. Following this meeting, a training
and discussion event took place on the subject of “Value Creation through Sustainability,”
during which the envisaged sustainability goals were also discussed.
Committees of the Supervisory Board
The Supervisory Board has a Presidial Committee, an Audit Committee, a Human Resources
Committee, a Nominations Committee, an Innovation Committee and the special committee
established in 2019 for dealing with the glyphosate litigations.
The current membership of the committees is shown in the “Further Information” section
under “Governance Bodies.”
The meetings and decisions of the committees, and especially the meetings of the Audit
Committee, were prepared on the basis of reports and other information provided by the
Board of Management. Reports on the committee meetings were presented at the meetings
of the full Supervisory Board.
Presidial Committee: This comprises the Chairman and Vice Chairman of the Supervisory
Board along with a further stockholder representative and a further employee representative.
The Presidial Committee serves primarily as the mediation committee pursuant to the German
Codetermination Act. It has the task of submitting proposals to the Supervisory Board on
the appointment of members of the Board of Management if the necessary two-thirds majority
is not achieved in the first vote at a full Supervisory Board meeting. In addition, certain deci-
sion-making powers in connection with capital measures, including the power to amend the
Articles of Incorporation accordingly, have been delegated to this committee. The Supervisory
Board can also delegate certain responsibilities to the Presidial Committee on a case-by-case
basis. Furthermore, the Presidial Committee may undertake preparatory work for meetings
of the full Supervisory Board.
No meeting of the Presidial Committee had to be convened in 2020. By way of a written vote
taken in November, the Presidial Committee, based on an authorization from the Supervisory
Board, approved further procedural details of the sale of Elanco shares, which had already
been approved by the full Supervisory Board.
Audit Committee: The Audit Committee comprises three stockholder representatives and
three employee representatives. Both the Chairman of the Audit Committee who served until
the Annual Stockholders’ Meeting, Norbert Winkeljohann, and his successor, Horst Baier,
satisfy the statutory requirements concerning the expertise in the field of accounting or audit-
ing that a member of the Supervisory Board and the Audit Committee is required to possess.
The Audit Committee meets regularly four times a year.
Bayer Annual Report 2020
To our Stockholders
17
Report of the Supervisory Board
Its tasks include, in particular, examining the financial reporting and monitoring the financial
reporting process, the effectiveness of the internal control system, the risk management
system, the internal audit system, the compliance system and the audit of the financial state-
ments. It also addresses relevant topics in the tax, finance and treasury areas. The Audit
Committee prepares the resolutions of the Supervisory Board concerning the financial state-
ments and management report of Bayer AG, the proposal for the use of the distributable
profit, the consolidated financial statements and the management report of the Bayer Group
(including the CSR reporting). Further tasks include discussing the half-year financial reports
and any quarterly reports or quarterly statements to be issued. The committee submits a
reasoned proposal to the full Supervisory Board concerning the auditor’s appointment.
It prepares the agreements with the auditor (dealing in particular with the awarding of the
audit contract, the determination of the main areas of focus for the audit and the audit fee
agreement) and takes appropriate measures to determine and monitor the auditor’s inde-
pendence. The Audit Committee regularly assesses the quality of the audit and resolves on
the approval of any other contracts awarded to the auditor, paying special attention to
any potential implications for the auditor’s independence. In addition, the Audit Committee
monitors the internal process for assessing whether transactions with related parties are exe-
cuted in the ordinary course of business and on market terms. It resolves on behalf of the
Supervisory Board on the approval of related-party transactions pursuant to Sections 111a
to 111c and Section 107 of the Stock Corporation Act where such transactions require
Supervisory Board approval and the Supervisory Board has not entrusted the approval
decision to any other committee.
The Chairman of the Board of Management and the Chief Financial Officer regularly attended
the meetings of the Audit Committee. Representatives of the auditor were also present at all
the meetings and reported in detail on the audit work and the audit reviews of the half-year
report and quarterly statements.
The Audit Committee discussed developments in the area of corporate compliance and the
latest reports from Internal Audit at each of its meetings, where necessary.
The individual Audit Committee meetings also focused mainly on the following topics:
1. At the February meeting, the Audit Committee discussed the financial statements of Bayer AG
and the consolidated financial statements of the Bayer Group. It also carefully considered
the risk report, which covers the risk early warning system, and the report on the internal
control system (ICS). The Audit Committee also dealt with the yearly compliance report and
the developments in compliance and legal cases. Other topics were the yearly report by
Internal Audit and the establishment of a procedure for recording related-party transactions
in accordance with the new legal requirements.
2. The April meeting mainly dealt with the financial statements for the first quarter and, in
particular, the effects of the coronavirus pandemic on the outlook for the full year. The
committee also conferred about the short- and mid-term financial planning and the main
areas of focus for the audit of the financial statements.
3. The July meeting addressed the quarterly reporting and, in particular, discussed in detail the
status of the various U.S. litigations along with other legal and compliance cases, including
the related accounting measures. Other topics were the yearly report of the treasury function
and the continued development of the framework for the internal control system.
Bayer Annual Report 2020
To our Stockholders
18
Report of the Supervisory Board
4. At its November meeting, the Audit Committee dealt extensively with the impairment
charges that had become necessary at Crop Science in the course of its deliberations on
the quarterly statement. It discussed the Group structure and its effects on the distributable
profit of Bayer AG, the audit planning by Internal Audit, the yearly tax report, the audit
conducted pursuant to Section 32 of the German Securities Trading Act (WpHG) (EMIR),
the audit budget for the auditor of the financial statements for 2021 and the framework for
the auditor’s non-audit services.
Human Resources Committee: On this committee, too, there is parity of representation
between stockholders and employees. It consists of the Chairman of the Supervisory Board
and three other Supervisory Board members. The Human Resources Committee prepares
the personnel decisions of the full Supervisory Board, which resolves on appointments or
dismissals of members of the Board of Management. The Human Resources Committee
resolves on behalf of the Supervisory Board on the service contracts of the members of
the Board of Management. However, it is the task of the full Supervisory Board to resolve
on the total compensation of the individual members of the Board of Management and the
respective compensation components, as well as to regularly review the compensation
system on the basis of recommendations submitted by the Human Resources Committee.
The Human Resources Committee also discusses the long-term succession planning for
the Board of Management.
The Chairman of the Board of Management regularly attended the meetings of the Human
Resources Committee where the issues discussed did not relate to him personally.
The Human Resources Committee convened on three occasions. In each case, the meetings
involved deliberations and the adoption of resolutions relating to the compensation of the
Board of Management and the service contracts of Board of Management members. The
Human Resources Committee also addressed the extension of the contracts of Board of
Management members Wolfgang Nickl and Heiko Schipper and that of the Chairman of the
Board of Management, Werner Baumann, and discussed the planned enlargement of the
Board of Management.
Nominations Committee: This committee carries out preparatory work when an election
of stockholder representatives to the Supervisory Board is to be held. It suggests suitable
candidates for the Supervisory Board to propose to the Annual Stockholders’ Meeting for
election. Following a change to the rules of procedure in April 2020, the committee comprises
the Chairman of the Supervisory Board, the other stockholder representative on the Presidial
Committee and two further stockholder representatives.
The Nominations Committee convened once in 2020 and resolved to propose Horst Baier
as a stockholder representative for election by the Annual Stockholders’ Meeting in the
event of Werner Wenning stepping down from the Supervisory Board. The committee also
discussed possible candidates for the chairmanship of the Supervisory Board following
Werner Wenning’s departure.
Innovation Committee: The Innovation Committee is primarily concerned with the innovation
strategy and innovation management, the strategy for the protection of intellectual property,
and major research and development programs at Bayer. Within its area of responsibility,
the committee advises and oversees the management and prepares any Supervisory Board
decisions. The Committee comprises the Chairman of the Supervisory Board and five other
members of the Supervisory Board, with parity of representation between stockholders and
employees. The meetings of the Innovation Committee are regularly attended by the Chairman
of the Board of Management, as well as by further members of the Board of Management
depending on the topics for discussion.
Bayer Annual Report 2020
To our Stockholders
19
Report of the Supervisory Board
The Innovation Committee convened three times in 2020.
1. At its February meeting, it discussed innovations in agricultural pest and disease control in
the Crop Science area, the implementation status of the R&D strategy for Pharmaceuticals,
and the status of the development portfolio.
2. At a meeting in August, the committee addressed the strategy of Pharmaceuticals in the
area of cell and gene therapy and that of Crop Science with regard to digital solutions.
3. At its November meeting, the Innovation Committee discussed how to bring its scientific
expertise to bear in helping to form the science panel envisaged under the proposed
settlement relating to the future risks from the glyphosate litigation, support the continued
development of the relevant framework and assist the panel with its work.
Glyphosate Litigation Committee: The Glyphosate Litigation Committee was established
as a nonstanding committee. It intensively deals with the glyphosate litigations, and oversees
and advises the Board of Management on related matters. The eight-member committee
comprises four stockholder representatives and four employee representatives. The inde-
pendent legal advisor retained by the Supervisory Board, John H. Beisner, is also invited to
the committee’s meetings. Beisner’s task is to independently advise the Supervisory Board
on matters related to the glyphosate litigations, including the trial strategy and the ongoing
mediation process. Although not involved in Bayer’s legal defense for these litigations, he has
comprehensive access to all relevant information and documents in his role as advisor to the
Supervisory Board. The committee’s work complements and further intensifies the status
reports and discussions of the glyphosate litigations that regularly take place at the meetings
of the full Supervisory Board.
The committee held two meetings during 2020, one in June and one in July. At each meeting,
it dealt with the most recently litigated trials and the immediately pending trials in connection
with these litigations, the future trial calendar, the ongoing appeal proceedings, the status of
the mediation talks, and the principles and details of a potential litigation settlement.
Corporate governance
The Supervisory Board dealt with the principles of corporate governance at Bayer. In par-
ticular, at its meeting in December, it discussed the thoroughly revised German Corporate
Governance Code, resolved on a revised version of the rules of procedure and issued an un-
qualified declaration of compliance with the German Corporate Governance Code. In addition,
the Chairman of the Supervisory Board summarized at the meetings the dialogue he had with
investors during a Corporate Governance Roadshow held in November and December 2020
and several individual conversations.
Financial statements and audits
The financial statements of Bayer AG were prepared according to the requirements of the
German Commercial Code and Stock Corporation Act. The consolidated financial statements
of the Bayer Group were prepared according to the German Commercial Code and the
International Financial Reporting Standards (IFRS). The combined management report was
prepared according to the German Commercial Code. The auditor, Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, Munich, has audited the financial statements of Bayer AG,
the consolidated financial statements of the Bayer Group and the combined management
report. The auditor responsible for the audit was Prof. Dr. Frank Beine. The conduct of the audit
is explained in the auditor’s reports. The auditor finds that Bayer has complied, as appropriate,
with the German Commercial Code, the German Stock Corporation Act and / or the International
Financial Reporting Standards endorsed by the European Union, and issues an unqualified
opinion on the financial statements of Bayer AG, the consolidated financial statements of the
Bayer Annual Report 2020
To our Stockholders
20
Report of the Supervisory Board
Bayer Group and the combined management report. The financial statements of Bayer AG, the
consolidated financial statements of the Bayer Group, the combined management report and
the audit reports were submitted to all members of the Supervisory Board. They were discussed
in detail by the Audit Committee and at a meeting of the full Supervisory Board. The auditor
submitted a report on both occasions and was present during the discussions.
We examined the financial statements of Bayer AG, the proposal for the use of the distributable
profit, the consolidated financial statements of the Bayer Group and the combined management
report. While examining the combined management report, we also examined in particular
the nonfinancial statement, which is fully integrated into the management report and was also
examined by the auditor. We have no objections, thus we concur with the result of the audit.
We have approved the financial statements of Bayer AG and the consolidated financial state-
ments of the Bayer Group prepared by the Board of Management. The financial statements of
Bayer AG are thus confirmed. We are in agreement with the combined management report and,
in particular, with the assessment of the future development of the enterprise. We also concur
with the dividend policy and the decisions concerning earnings retention by the company.
We assent to the proposal for the use of the distributable profit, which provides for payment
of a dividend of €2.00 per share.
The Supervisory Board would like to thank the Board of Management and all employees for
their dedication and hard work in 2020.
Leverkusen, February 23, 2021
For the Supervisory Board
Prof. Dr. Norbert Winkeljohann
Chairman
Bayer Annual Report 2020
To our Stockholders
Investor Information
21
Investor Information
Unsatisfactory stock performance in 2020
Bayer saw the value of its stock fall sharply in 2020, closing about 31% lower at year-end. At the
beginning of the year, the price of Bayer shares rose from €73.52 to a high of €78.29 on February
6, shortly before the escalating COVID-19 pandemic caused a general decline on the financial
markets. As a result, the price of Bayer shares declined to €47.50 at the end of March. However,
Bayer stock recorded a steady recovery in the months that followed, nearly matching its opening
value for the year in late June. The value of Bayer stock then declined sharply after the U.S. court
overseeing the litigations, at the beginning of July, expressed doubts about the settlement
proposed for glyphosate product liability lawsuits that may potentially be filed in the future.
Combined with the lower growth expectations for 2021, announced on September 30, and the
impairment charges at Crop Science, this placed the company’s stock under increasing pressure,
and Bayer shares reached their lowest value of €40.36 on October 30. The share price
subsequently recovered slightly, closing at €48.16 on December 31.
Including the dividend of €2.80 per share paid at the beginning of May, Bayer stock registered a
negative yield of 30.7%. This means the Bayer share was the weakest stock listed on the DAX
(+3.5%) and one of the weakest on the Euro STOXX 50 Performance Index (–3.2%).
Performance of Bayer Stock in 2020
Indexed; 100 = Xetra closing price on December 31, 2019
Jan.
Feb.
March
April
May
June
July
Aug.
Sept.
Oct.
Nov.
Dec.
1
120
110
100
90
80
70
60
50
Bayer –30.7%
DAX +3.5%
DJ EURO STOXX 50 –3.2% (Performance Index)
Bayer Annual Report 2020
To our Stockholders
Investor Information
22
Bayer Stock Data
Earnings per share from continuing and discontinued operations
Core earnings per share from continuing operations1
Free cash flow per share
Equity per share
Dividend per share
Year-end price²
High for the year²
Low for the year²
Total dividend payment
Number of shares entitled to the dividend (Dec. 31)
Market capitalization (Dec. 31)
Average daily share turnover on German stock exchanges
Price / EPS²
Price / core EPS²
Price / cash flow²
Dividend yield
2
2020
(10.68)
6.39
1.37
31.22
2.00
48.16
78.29
40.36
2019
4.17
6.38
4.29
48.28
2.80
72.81
73.60
52.53
€
€
€
€
€
€
€
€
€ million
million shares
€ billion
million shares
%
2,751
982.42
1,965
982.42
71.5
3.3
17.5
11.4
8.9
3.8
47.3
4.2
(4.5)
7.5
10.4
4.2
2019 figures restated
1 For details on the calculation of core earnings per share, see Combined Management Report, A 2.3
2 Xetra closing prices
Bayer stock included in important indices
In addition to the DAX, Bayer stock is listed in numerous other key European indices, including the
Euro STOXX 50, the FTSE Euro 100 and the S&P Europe 350. It is also included in the important
sustainability indices FTSE4Good, STOXX Global ESG Impact, STOXX Europe Sustainability,
DAX 50 ESG and MSCI ACWI Low Carbon Target Index.
Consistent dividend policy
We are maintaining our dividend policy, which envisages a payout ratio within the target range
of 30% to 40% of core earnings per share (core EPS). However, we expect a payout ratio that
tends toward the lower end of this range in the coming years. The Board of Management and the
Supervisory Board are proposing the payment of a dividend of €2.00 per share for 2020 (2019:
€2.80 per share), which corresponds to 31.3% of core EPS from continuing operations of €6.39
for fiscal 2020. Based on the Bayer stock price at the end of 2020, the dividend yield is 4.2%.
See A.2.3 for the
definition of core
earnings per share
Bayer stock assessed by large number of analysts
More than 20 analysts from domestic and foreign investment banks and brokerage firms publish
studies on Bayer stock on a regular basis. Of the analyst recommendations on Bayer stock
published as of the end of 2020, 13 were positive, nine were neutral and one was negative.
The average target price was €62.72. The highest amount was €96.00, and the lowest estimate
was €47.00.1
1 Source: VARA Research (Bayer does not assume any responsibility for these studies nor for any recommendations or assessments
made as part of such studies)
Bayer Annual Report 2020
To our Stockholders
Investor Information
23
3
Dividends Per Share and Total Dividend Payment
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
3.0
2.5
2.0
1.5
1.0
0.5
0.0
€1.90
€2.10
€2.25
€1.65
€2.70
€2.50
€2.80
€2.80
€2.80
€2.00
€1,364 million
€1,571 million €1,737 million €1,861 million €2,067 million €2,233 million €2,402 million €2,611 million
€2,751 million
€1.965 million
Dividend per share (€)
Total dividend payment (€ million)
International ownership structure and sharply rising stockholder numbers
Our company’s global presence is also reflected in our international ownership structure. The
biggest share of our capital stock, at 27.9%, is held by investors in North America. Another
significant group of investors is based in Germany, holding 22.5% of Bayer stock, while
shareholders in the United Kingdom account for 13.9%. Irrespective of the geographic
distribution, some 12% of our shares are held by private stockholders. Bayer employees hold
about 1% of our capital stock through participation programs.
Our share register saw a strong increase of more than 100,000 new stockholders in 2020, with
the year-end total coming in at approximately 550,000 shareholders. Bayer has a 100% free float
as defined by Deutsche Börse, the operator of the Frankfurt Stock Exchange.
Shareholder Composition – Regional Allocation
4
4.4% Other countries
13.4% Not covered by survey
1.4% Japan
2.5% Switzerland
3.6% Norway, Denmark, Sweden
4.7% Singapore
5.7% France, Italy, Spain
13.9% U.K.
Source: Cmi2i
27.9% United States, Canada
22.5% Germany
Bayer Annual Report 2020
To our Stockholders
Investor Information
24
Investor relations activities in 2020 influenced by the COVID-19 pandemic
Due to the COVID-19 pandemic, the majority of our investor relations activities in 2020 took place
in virtual forma. Despite the restrictions relating to the outbreak of the pandemic, we were able to
continue the intensive dialogue with stockholders, participating in a large number of conferences
and roadshows as usual. The conferences and roadshows focused mostly on Europe and North
America. Members of the Board of Management were frequently part of these events.
Due to the restrictions related to the COVID-19 pandemic, it was not possible to hold the Annual
Stockholders’ Meeting 2020 as an on-site event as usual. Instead, we successfully organized an
entirely virtual Stockholders’ Meeting, making Bayer the first DAX company to make use of newly
introduced legislation. By holding the Annual Stockholders’ Meeting as scheduled, we were able
to ensure that the proposed dividend of €2.80 per share for fiscal 2019 could be paid as planned.
In all, up to 5,000 participants simultaneously watched the online broadcast of the Annual
Stockholders’ Meeting.
Keen interest in sustainability issues
The capital market’s growing interest in sustainability issues was also reflected in our discussions
with investors and rating agencies in 2020. These discussions were dominated by questions
related to our sustainability strategy and our focus on climate protection, the effects of our
products on the environment, the tasks of the Sustainability Council, as well as nonfinancial Group
targets and the role they play in management compensation.
In September, we held a webcast to outline the status of our sustainability performance and show
the progress we had made since announcing our ambitious and measurable targets in 2019.
The prestigious rating organization CDP (“Carbon Disclosure Project”), whose ratings are included
in the criteria for investment decisions by many investors, once again gave Bayer its highest rating
“A” in 2020 – thus ranking the company as one of the world’s leaders in the area of climate and
water. Bayer also appeared in the “CDP Forest” ranking for the first time this year, achieving a
respectable “B” status.
Bayer successfully issues €6 billion in bonds
In June, we repaid a matured €1 billion exchangeable bond.
On July 1, we then successfully placed bonds with a total volume of €6 billion. In preparation,
Bayer held a virtual roadshow on the day before the issuance, with numerous institutional bond
investors taking advantage of the opportunity to learn about Bayer in direct conversations with
management. The bond issuance on the following day also met with substantial interest among a
broad investor base and was heavily oversubscribed, enabling Bayer to set an attractive price.
The strong investor demand for the new bonds underscores the capital market’s confidence in
Bayer’s development. Further details of all outstanding bonds are given in Note [24] to the
consolidated financial statements.
Gross proceeds of US$1.9 billion from sale of Elanco Animal Health Inc. shares
In November, we made another successful capital market transaction, placing 54.5 million shares
of Elanco Animal Health Inc.at a price of US$30.25 per share. The shares accounted for part of
the proceeds from the sale of the Animal Health business to Elanco. An additional 8.175 million
Elanco shares were subsequently placed at the same conditions. Bayer generated total gross
proceeds of some US$1.9 billion from these divestments; at year-end we held approximately 10.3
million shares.
Bayer Annual Report 2020
About this Report
25
About this Report
This integrated Annual Report combines our financial reporting and material sustainability
information. Our aim is to elucidate the interactions between financial, ecological and societal
factors and underline their influence on our company’s long-term success. All information required
by commercial law is combined and referenced in our nonfinancial statement. In addition to the
Annual Report, we publish a separate Sustainability Report with additional detailed nonfinancial
information to meet the informational needs of all stakeholders to the greatest possible extent.
Legal principles and reporting standards
The consolidated financial statements of the Bayer Group as of December 31, 2020, comply with
the International Financial Reporting Standards (IFRS), as adopted by the European Union, valid at
the closing date and with the provisions of the German Commercial Code in conjunction with
German financial reporting standards (DRS). With due regard to these provisions, the combined
management report provides an accurate overview of the financial position and results of
operations of the Bayer Group. The Corporate Governance Report also conforms with the German
Stock Corporation Act and the recommendations of the German Corporate Governance Code.
The nonfinancial statement (Sections 289b et seq. and 315b et seq. of the German Commercial
Code) is integrated into the combined management report and covers data for the Bayer Group
and Bayer AG as the parent company. As a framework for this, we apply the GRI Standards
(Section 289d of the German Commercial Code). We also use, for example, the international
recommendations and guidelines of the OECD and ISO 26000 as a guide for defining and
selecting nonfinancial indicators and in our reporting. When selecting and measuring our key data,
we take into account the recommendations of the Greenhouse Gas Protocol with respect to
greenhouse gas emissions and those of the European Federation of Financial Analysts Societies,
the World Business Council for Sustainable Development and the European Chemical Industry
Council with respect to other nonfinancial indicators. The legality, accuracy and expediency of the
nonfinancial statement have been verified by the Supervisory Board.
The Annual Report is available online as a PDF. Furthermore, contents subject to the statutory
disclosure requirement are published in the Federal Gazette and appear for the first time in
XHTML / iXBRL format under consideration of the specifications of the European Single Electronic
Format (ESEF) Regulation.
Data collection and reporting thresholds
In accordance with IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations),
financial indicators are given for continuing operations unless otherwise explicitly indicated. The
same logic applies principally to HR, procurement and HSE (health, safety and environment)
information and our social data.
Reporting of the Group’s HSE data includes all fully consolidated companies in which we hold at
least a 50% interest. Data on occupational injuries is collected at all sites worldwide.
Environmental indicators are measured at all environmentally relevant production, research and
administration sites.
Bayer Annual Report 2020
About this Report
26
External verification
The auditing company Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany, has
audited the consolidated financial statements of Bayer AG, Leverkusen, and the combined
management report for the fiscal year from January 1, 2020, to December 31, 2020, and has
issued an unqualified opinion. The audit, which is conducted to obtain reasonable assurance,
also includes the disclosures pertaining to the nonfinancial statement in the management report.
Exempted from this are Table A 1.2.1/2 and the indented passages pertaining to the nonfinancial
Group targets in Chapter 1.2.1, which were reviewed in 2020 on a limited assurance basis. Our
information on Scope 3 emissions was also subject to a limited assurance review. The declaration
of compliance with the German Corporate Governance Code have not been audited by the
auditor.
Additional information
As the indicators in this report are stated in accordance with commercial rounding principles,
totals and percentages may not always be exact.
Bayer Annual Report 2020
A Combined Management Report
27
1.1 Corporate Profile and Structure
Combined Management
Report
of the Bayer Group and Bayer AG as of December 31, 2020
1. Fundamental Information
About the Group
1.1 Corporate Profile and Structure
Our goal: Promote health and safeguard the food supply
Economic growth and sustainability go hand in hand
1.1.1 Corporate Profile
We are a life science company and a global leader in health care and nutrition. Our innovative
products support efforts to overcome the major challenges presented by a growing and aging
global population. We help prevent, alleviate and treat diseases. We also aim to ensure the world
has a reliable supply of high-quality food, feed and plant-based raw materials. As part of this
endeavor, the responsible use of natural resources is always a top priority. “Health for all, hunger
for none” – putting an end to hunger and helping everyone lead a healthy life, while at the same
time protecting ecosystems. That is what we aspire to achieve, guided by our purpose “Science
for a better life.”
We aim to continuously enhance our company’s earning power and create value for customers,
patients, shareholders, employees and society. Growth and sustainability are integral parts of our
strategy, guided by our corporate values of Leadership, Integrity, Flexibility and Efficiency, or LIFE
for short. These values shape our culture and ensure a common identity throughout the Bayer
Group. Building on this, our Bayer Societal Engagement (BASE) principles provide clear direction
for the way we interact with social interest groups.
1.1.2 Corporate Structure
Corporate structure as of December 31, 2020
As the parent company of the Bayer Group, Bayer AG – represented by its Board of Management
– performs the principal management functions for the entire enterprise. This mainly comprises
the Group’s strategic alignment, resource allocation, and the management of financial affairs and
managerial staff, along with the management of the Group-wide operational business of the Crop
Science, Pharmaceuticals and Consumer Health divisions. The enabling functions support the
operational business.
Bayer Annual Report 2020
A Combined Management Report
28
1.1 Corporate Profile and Structure
The following structural changes occurred within our organization in 2020:
The Animal Health business unit was sold to Elanco Animal Health Incorporated, United States,
in August and is no longer part of the Bayer Group. The business activities were already reported
retroactively as a discontinued operation in the previous year, after we had concluded the
divestment agreement in August 2019.
In 2020, we also continued to pursue the goal of creating an organization and infrastructure
that provide optimum support for the business, and therefore made further adjustments to the
structure of our enabling functions. For example, we merged the Internal Audit & Risk
Management functions to form the enabling function Internal Audit & Risk Management. In
addition, we realigned the IT department to accelerate our digital transformation, with leading
IT service providers now providing a range of services and operating our global IT infrastructure.
Internally, the IT function is now focusing more on innovative digital solutions along the entire
value chain.
The size of the Board of Management was reduced to five members at the start of the year, after
the Supervisory Board had passed a resolution to this effect in September 2019. Responsibilities
were reassigned as part of the move, with the role of Labor Director, for instance, being
transferred to the Chairman of the Board of Management.
In January 2021, the Supervisory Board of Bayer AG announced the appointment of Sarena Lin as
a member of the Board of Management. Effective February 1, she became Chief Transformation
and Talent Officer, assuming responsibility for Human Resources, Strategy and Business
Consulting. Lin also began her role as Labor Director on the same date.
At the start of 2020, we simplified the value flows and aligned them with our structural changes
and our steering logic, necessitating the restatement of prior-period data. The costs of the
enabling functions are now mainly allocated to the income statements of the divisions directly or
using a reduced number of allocation keys that are standardized across the Group. Further
information on these adjustments and their impact on our key financial data is given in
B Consolidated Financial Statements.
A 1.1.2/1
Bayer Group Structure in 2020
Board of Management
Crop Science
Pharmaceuticals
Consumer Health
Enabling functions
RESTRICTED
Bayer Annual Report 2020
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29
1.1 Corporate Profile and Structure
Our divisions are active in the following areas:
Crop Science is the world’s leading agriculture enterprise, with businesses in crop protection,
seeds and digital farming. We offer a broad portfolio of high-value seeds, improved plant traits,
innovative chemical and biological crop protection products, digital solutions and extensive
customer service for sustainable agriculture. We market these products primarily via wholesalers
and retailers or directly to farmers. In addition, we market pest and weed control products and
services to professional users outside the agriculture industry. Most of our crop protection
products are manufactured at the division’s own production sites. Numerous decentralized
formulation and filling sites enable the company to respond quickly to the needs of local markets.
The breeding, propagation, production and / or processing of seeds, including seed dressing, take
place at locations close to our customers, either at our own facilities or under contract.
Pharmaceuticals concentrates on prescription products, especially for cardiology and women’s
health care, and on specialty therapeutics focused on the areas of oncology, hematology,
ophthalmology and, in the medium term, cell and gene therapy. We have established an
independent strategic unit for cell and gene therapy that reports directly to the head of
Pharmaceuticals. The division also comprises the radiology business, which markets diagnostic
imaging equipment together with the necessary contrast agents. Our portfolio includes a
range of key products that are among the world’s leading pharmaceuticals for their indications.
The prescription products of our Pharmaceuticals Division are primarily distributed through
wholesalers, pharmacies and hospitals.
Consumer Health is a leading supplier of nonprescription (OTC = over-the-counter) medicines,
nutritional supplements, medicated skincare products and other self-care solutions in the
categories of pain, cardiovascular risk prevention, dermatology, nutritional supplements, digestive
health, allergy, and cough & cold. The products are generally sold by pharmacies and pharmacy
chains, supermarkets, online retailers and other large and small retailers.
The enabling functions, such as Group Finance, Information Technology and Human Resources,
serve as Group-wide competence centers and bundle business support processes and services.
Bayer Annual Report 2020
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1.1 Corporate Profile and Structure
More information on the divisions’ products and activities is contained in the following table:
Products and Activities of the Divisions
Indication / Application / Business
Core activities and markets
Main products and brands1
A 1.1.2/2
Crop Science
Herbicides
Chemical crop protection products to control weeds
Corn Seed & Traits
Seeds and traits for corn
Soybean Seed & Traits
Seeds and traits for soybeans
Fungicides
Insecticides
Environmental Science
Vegetable Seeds
Digital Agriculture
Other
Pharmaceuticals
Cardiology
Oncology
Ophthalmology
Hematology
Women’s health
Radiology
Neurology
Consumer Health
Dermatology
Nutritionals
Pain and Cardio
Digestive Health
Roundup™, Adengo™, Alion™, Corvus™,
Atlantis™, XtendiMax™
Dekalb™, SmartStax™ RIB Complete,
VT Double™ PRO, VT Triple™ PRO, Vitala
Asgrow™, Intacta RR2PRO™ Roundup Ready 2
Xtend™, Roundup Ready 2 Yield™, XtendFlex™
Fox™, Luna™, Nativo™, Serenade™, Xpro™
BioAct™, Confidor™, Movento™, Sivanto™
Biological and chemical products to protect crop
plants from fungal diseases
Biological and chemical products to protect crop
plants from harmful insects and their larvae
Products for professional pest control, vector control,
forestry, golf courses and parks, railway tracks,
products for consumer lawn and garden use
Ficam™, Maxforce™, Esplanade™,
K-Othrine™, Fludora™ Fusion
Vegetable seeds
Digital applications for agriculture
Seminis™, DeRuiter™
Climate FieldView™
Seeds and traits for cotton, oilseed rape / canola, rice
and wheat as well as biological and chemical seed
treatment products to protect against fungal diseases
and pests
Gaucho™, Bollgard™ II, Bollgard™ II
XtendFlex™, Cotton, Deltapine™
Hypertension, pulmonary hypertension, heart attack
and stroke, thrombosis, coronary artery disease
(CAD), peripheral artery disease (PAD), symptomatic
chronic heart failure
Liver cancer, renal cell carcinoma, thyroid carcinoma,
prostate cancer, colorectal cancer, gastrointestinal
stromal tumors (GIST), follicular lymphoma, solid
tumors with NTRK gene fusions
Xarelto™, Adalat™, Aspirin™ Cardio,
Adempas™, Verquvo™
Nexavar™, Nubeqa™, Xofigo™, Stivarga™,
Aliqopa™, Vitrakvi™
Visual impairment due to age-related macular
degeneration (AMD), diabetic macular edema (DME) or
retinal vein occlusion (RVO)
Eylea™
Hemophilia A
Kogenate™ / Kovaltry™ / Jivi™
Contraception, gynecological therapy
Mirena™ product family, Yaz™ product family,
Visanne™
Avalox™ / Avelox™, Cipro™, Ciprobay™
Contrast agents; diagnostic imaging equipment for
use with contrast agents
Gadovist™, Ultravist™, Medrad Spectris
Solaris™, Medrad Stellant™
Multiple sclerosis
Betaferon™ / Betaseron™
Wound care, skin care, skin and intimate health
Bepanthen™, Canesten™
Multivitamin products, dietary supplements
One A Day™, Elevit™, Berocca™, Supradyn™,
Redoxon™
General pain relief and cardiovascular risk prevention
Aspirin™, Aleve™
Digestive health complaints
Alka-Seltzer™, MiraLAX™, Rennie™,
Iberogast™
Claritin™, Aspirin™, Alka-Seltzer™, Afrin™
Infectious diseases
Bacterial infections
Allergy, Cough & Cold
1 The order of the products listed is no indication of their importance.
Allergies, cough and cold
Bayer Annual Report 2020
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31
1.1 Corporate Profile and Structure
A 1.1.2/3
CH
CS
CS
CS
PH
CS
PH
| CH
CS
CH
We operate sites around the world, and some are used by multiple divisions. As of December 31,
2020, the Bayer Group comprised 385 consolidated companies in 83 countries.
Bayer Worldwide 2020
Europe / Middle East / Africa
Belgium
Antwerp
Germany
Bergkamen
Berlin
Bitterfeld-Wolfen
Darmstadt
Dormagen
France
CS
Gaillard
Lyon
PH
PH
CH
CH
CS
Frankfurt am Main
CS
Grenzach
Hürth-Knapsack
Cologne
Leverkusen
Monheim am Rhein
Weimar
Wuppertal
Finland
Turku
C H
CS
PH
| PH
CS
PH
PH
PH
Sophia Antipolis
Villefranche
Italy
Garbagnate
Netherlands
Bergschenhoek
Norway
Oslo
Switzerland
Basel
Muttenz
Spain
Alcalá
PH
Asia / Pacific
China
Beijing
Qidong
India
Thane
Vapi
Indonesia
Cimanggis
Japan
Koka
Osaka
Tokyo
| PH
CH
CS
CH
PH
PH
PH
North America
United States
Berkeley
Boston/Cambridge
Kansas City
Luling
Morristown
Muscatine
Myerstown
San Francisco
Saxonburg
Soda Springs
St. Louis
Whippany
Woodland
PH
PH
CS
CS
CH
CS
CH
PH
PH
CS
| PH
| CS
| CH
CS
Latin America
Argentina
Buenos Aires
Pilar
Zárate
Brazil
Belford Roxo
Camaçari
Petrolina
São José dos Campos
São Paulo
Mexico
Lerma
Mexico City
CH
CS
CS
CS
CS
CS
| CS
CH
CS: Crop Science
PH: Pharmaceuticals
CH: Consumer Health
Significant research and development location
Significant production location
Significant administrative site
Bayer Annual Report 2020
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1.2 Strategy and Management
1.2 Strategy and Management
Long-term profitable growth in focus
Innovative solutions support “Health for all,
hunger for none” vision
Ambitious sustainability targets for the entire Group
Accelerated global trends demand faster corporate transformation
COVID-19 pandemic highlights systemic importance of our
business activities
1.2.1 Strategy and Targets
Group strategy
A growing and aging world population and the increasing strain on nature’s ecosystems are
among the major challenges facing humanity. As a global leader in health and nutrition, we are
able to play a key role in devising solutions to tackle these challenges.
Guided by our purpose “Science for a better life,” we deliver breakthrough innovations in health
care and agriculture. We contribute to a world in which diseases are not only treated but
effectively prevented or cured, in which people can take better care of their own health needs,
and in which enough agriculture products are produced while respecting our planet’s natural
resources. That's because at Bayer, we believe that growth and sustainability should go hand in
hand. In short, we are working to make our vision “Health for all, hunger for none” a reality.
Our strategy as a diversified life science company remains unchanged, especially in the current
situation, with the systemic relevance and resilience of our businesses becoming particularly
evident in the face of the global COVID-19 pandemic. At the same time, the pandemic has
accelerated a number of trends, meaning that we need to execute our strategy and implement the
transformation of our company at a faster pace.
We focus on four strategic levers to deliver attractive returns for our shareholders while also
making a positive contribution to society and the environment:
// We develop innovative products and solutions and leverage cutting-edge research to
address unmet societal challenges. As part of these endeavors, we are improving our access to
innovation by collaborating with third parties. In addition, we are working on disruptive
technologies, for example through our Leaps by Bayer activities, while also continuing to drive
the digitalization of our entire value chain.
// We drive the operational performance of our business by optimizing our resource allocation.
Alongside our ongoing efficiency and structural measures, we have also launched a program to
accelerate our transformation.
// Sustainability is an integral part of our business strategy, operations and compensation
system. We make a positive contribution to society and the environment. Our ambitious targets
for 2030 are fully in step with the United Nations’ Sustainable Development Goals and the
climate targets of the Paris Agreement.
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1.2 Strategy and Management
// As a global leader in health and nutrition, we continue to develop our business. We create
value with strategy-based resource allocation focused on profitable growth. We are active in
regulated and highly profitable sectors that are driven by innovation and in which we have
the objective to grow ahead of the competition.
These four strategic levers underpin the strategies of our divisions.
Strategies of the divisions
Crop Science
Global agriculture and food systems are confronted with major challenges, such as climate
change, water scarcity and population growth. At the same time, megatrends in e-commerce,
digital ecosystems, food security and alternative energy are driving a structural transformation
of agricultural markets. The sector has to meet the needs of a growing population while at the
same time promoting sustainability and protecting our ecosystems.
By leveraging our R&D expertise and leading positions in seeds, traits, crop protection and digital
farming, we are actively addressing the challenges our industry is facing.
Our near- to medium-term growth will primarily be driven by product innovations in crop
protection, seeds and traits. To fuel long-term growth, we are also tapping into new business
areas such as digital farming. Our leading position in this field allows us to tailor the solutions we
offer our customers, automate processes and increase the productivity of our R&D pipeline. We
are digitally connecting farms, creating an industry-wide ecosystem aimed at bringing new pools
of value to our customers. In the longer term, our data-based models and digitally enabled
services will supplement or in some cases replace what is currently our core business.
See also A 1.3
We see this optimized form of agriculture in the future as part of the solution to the growing loss
of biodiversity and increasing climate change. At the same time, it also needs to produce enough
healthy food at affordable prices.
To increase food security, we aim to empower 100 million smallholder farmers in low- and middle-
income countries by improving access to agronomic knowledge, products, services and
partnerships. We will do this by expanding our product and service portfolio, including with
tailored digital solutions. As part of this endeavor, we are also partnering with research institutes,
nongovernmental organizations, companies and social start-ups.
We also aim to reduce the environmental impact of crop protection by 30% in key cropping
systems and decrease field greenhouse gas emissions by 30% in the most emitting cropping
systems that we serve by 2030. In late July, we launched our Bayer Carbon Initiative which
rewards farmers in Brazil and the United States for adopting climate-smart practices such as
no- or low-till farming and the use of cover crops. This program is enabled by our digital platform
and serves as a tangible step toward delivering on our goals.
Pharmaceuticals
Throughout the world, an aging population is leading to a growing number of chronic diseases
and the increased occurrence of multiple conditions. The convergence of biology and data
science will be a key element for innovation in Pharmaceuticals. Digital technologies can transform
the way health care is delivered, while cell and gene therapy has the potential to cure severe
diseases. Furthermore, the pandemic has accelerated the digital transformation of health care
provision.
See also A 1.3
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1.2 Strategy and Management
We are helping to drive medical progress through our focus on researching, developing and
marketing innovative medicines. Our near- to medium-term growth is driven by key products,
such as Xarelto™ and Eylea™, and will be further fueled by several promising late-stage R&D
pipeline candidates, such as finerenone, and recently launched products, such as VerquvoTM and
Nubeqa™. To safeguard long-term growth, we continue to invest in R&D in therapeutic areas with
a substantial need for innovation. Moreover, we are expanding our efforts to access external
innovation through research collaborations and in-licensing, capturing continued growth
opportunities in biologics and novel technologies.
Building on the acquisition of BlueRock Therapeutics LP, United States, and strengthened internal
capabilities in cell and gene therapy, we have established an independent strategic unit for cell
and gene therapy. We significantly strengthened this unit with the acquisition of Asklepios
BioPharmaceutical, Inc. (AskBio), United States, a biopharma company specialized in the R&D
and manufacturing of gene therapies across different therapeutic areas, which adds an industry-
leading, adeno-associated virus (AAV)-based gene therapy platform with demonstrated
applicability and a number of preclinical and clinical-stage candidates. We aim to further
accelerate the implementation of our long-term innovation strategy.
Our sustainability agenda includes improving access to medicines. We are therefore applying
tiered pricing principles globally, in order to set price levels according to a country’s ability to pay.
Another key focus is on improving women’s health and strengthening their role in society by
helping to promote gender equality and women’s economic participation. As part of this
endeavor, we are leveraging our leading position in women’s health and are aiming to provide
100 million women in low- and middle-income countries with access to modern contraception
by 2030. This includes partnerships such as The Challenge Initiative through Johns Hopkins
University, together with the Bill & Melinda Gates Foundation, that supports family planning
in poor urban settlements. In addition, we remain committed to combating neglected tropical
diseases and noncommunicable diseases (such as through the Ghana Heart Initiative).
Consumer Health
Rising health care costs, changing demographics and evolving health awareness of consumers
continue to make self-care more relevant, and are expected to fuel solid long-term growth in the
consumer health care market. The COVID-19 pandemic has further raised awareness about the
importance of self-care and accelerated the move toward digitalization, as well as driving growth
in categories like nutritional supplements.
We provide consumers with products, services and information that empower them to transform
their everyday health. Our strategy focuses on our core categories, as well as the transition of
prescription medicines to nonprescription status. We drive profitable growth through excellence in
the development of innovative solutions and through execution excellence in marketing, sales and
product supply.
See also A 1.1.2
The digital transformation and our sustainability agenda are the accelerators driving forward the
implementation of our strategy at Consumer Health.
See also A 1.3
We are digitalizing all areas of our operations, including marketing, sales, supply chain and R&D
to engage better with consumers, customers, and healthcare professionals while driving efficiency
and flexibility. In addition, we are pursuing an agile innovation model with external partners to
discover new sources of growth. By acquiring a majority stake in Care/of, a personalized nutrition
company, we have gained access to a new business model that enables us to provide consumers
with individual, tailored solutions.
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1.2 Strategy and Management
Moreover, our sustainability ambition has two focus areas. Firstly, it focuses on expanding access
to everyday health for 100 million people in underserved communities. Secondly, it focuses on
investing in sustainable solutions to support a healthier planet by 2030. We have embedded the
sustainability strategy into our operating model across the entire value chain.
Sustainability
As a leading company in health and nutrition, we will contribute significantly toward meeting the
Sustainable Development Goals (SDGs) of the United Nations through our innovations, products
and services, addressing some of the most fundamental challenges of our time.
We are making significant progress in this regard. We have started a far-reaching decarbonization
program across the company, contributing in this way to meeting the target to limit global
warming to 1.5°C as confirmed by the Science Based Target initiative. To reduce emissions by
more than 42% by the end of 2029, we are implementing energy efficiency measures at our sites,
and will purchase 100% electricity from renewable sources. We have committed to becoming
climate-neutral in our own operations by 2030 by offsetting all remaining emissions through the
purchase of certificates from certified climate protection projects that satisfy externally recognized
quality standards. We are also cooperating with our suppliers and customers to reduce our
greenhouse gas emissions along the upstream and downstream value chain by at least 12.3% by
2029. The above-described in-field decarbonization efforts of our Crop Science Division
supplement these commitments and should make significant contributions in the value chains of
the agricultural industry.
We will continue forging ahead with decarbonization also after 2030. As a signatory to the
Business Ambition for 1.5°C, we have committed to reaching net zero emissions in our entire
value chain by 2050.
Our Group-wide sustainability targets have been included in the compensation system of our
Board of Management and other employees eligible to participate. From 2021 onward,
quantitative sustainability targets will account for 20% of the target attainment within the long-
term incentive.
Sustainable behavior is an integral part of our LIFE values and our Bayer Societal Engagement
(BASE) principles. These values and principles form our code of conduct and guide our
relationships with all societal stakeholders, from employees and suppliers to customers, investors
and scientists.
The recently established external Sustainability Council supports us with a critical-constructive
perspective on all sustainability matters. It is composed of renowned, independent experts who
advise the Board of Management and provide input within our business on all matters related to
sustainability. The contributions of the Sustainability Council inform our strategic planning going
forward.
Targets and key performance indicators
Our strategy is aimed at achieving long-term profitable growth balanced with our responsibility for
the environment and society. To advance and measure the implementation of our strategy, we
have set ambitious Group targets.
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1.2 Strategy and Management
Financial Group Targets
Target
Group sales (Fx & p adj. change);
Revised 2020 outlook issued in August: increase by
0 to 1% (Fx & p adj.) to €43 billion to €44 billion
EBITDA margin before special items;
Revised 2020 outlook issued in August:
approx. 28% (Fx adj.)
Core earnings per share;
Revised 2020 outlook issued in August:
€6.70 to €6.90 (Fx adj.)
Free cash flow
Revised 2020 outlook issued in August:
minus €0.5 billion to €0 billion
Fx & p adj. = currency- and portfolio-adjusted
A 1.2.1/1
Target attainment
in 2020
Target for 2021 at
Dec. 31, 2020, closing rates
Target for 2021
(currency-adjusted)
€43.3 billion
+ 0.6%
approx. €41 billion
Fx & p adj.: approx. + 3%
approx.€42 to €43 billion
Fx & p adj.: approx + 3%
28.1%
approx. 26%
approx. 27%
€6.92
€5.60 to €5.80
€6.10 to €6.30
€1.3 billion
approx. minus €3 to
minus €4 billion
approx. minus €3 to
minus €4 billion
See A 2.1.1 Economic Position and Target Attainment for further information on the attainment of
our Group financial targets, and A 3.1.2 Corporate Outlook for our financial targets for 2021.
Nonfinancial Group Targets Through 2030
Target1
Number of smallholder farmers in LMICs2 who have received support
Number of women in LMICs2 who have gained access to modern contraception
Number of people in underserved3 communities whose self-care needs
have been supported by Bayer interventions
Scope 1 & 24 greenhouse gas emissions
Scope 3 greenhouse gas emissions from relevant8 categories
Off-setting of remaining Scope 1 & 2 greenhouse gas emissions in 2030
A 1.2.1/2
Base year 2019
2020
Target for 2030
42 million
38 million
45 million
40 million
100 million
100 million
41 million
43 million
100 million
3.76 million
metric tons
8.87 million
metric tons
0 million
metric tons
3.58 million
metric tons
42% decrease5, 7
7.88 million
metric tons 12.3% decrease6, 7
0.20 million
metric tons
100%
1 A more detailed description of the calculation methodologies is published on our website www.bayer.com/en/sustainability.
2 Low- and middle-income countries
3 From a financial or medical perspective
4 Covering Scope 1 & 2 emissions (market-based) of sites that have an energy consumption in excess of 1.5 terajoules; 2019 figures restated owing to a
recalculation of fleet emissions; Scope 1 & 2 emissions audited to obtain reasonable assurance
5 Corresponding to the sustainability target of limiting global temperature rise to 1.5°C above pre-industrial level
6 Corresponding to the sustainability target of limiting global temperature rise to below 2°C above pre-industrial level
7 By the end of 2029
8 In accordance with the criteria set out by the Science-Based Targets initiative, the Scope 3 categories relevant for our goal include emissions in the
following categories: (1) purchased goods and services, (2) capital goods, (3) fuel- and energy-related activities, (4) upstream transportation and distribution, and
(6) business travel
In our Crop Science Division, we helped smallholder farmers to increase productivity in 2020 by
supplying high-quality seeds and crop protection products, while also delivering insecticides
that provide protection against malaria. Through these efforts, we have already supported
45 million smallholder farmers in the respective countries. Compared to the 2019 baseline, this
represents an improvement of around three million smallholder farmers. Moving forward, we will
also increasingly support smallholder farmers with the help of partnerships and digital services.
In our Pharmaceuticals Division, our local sales activities for modern contraception are primarily
supplemented by global aid programs (such as the United Nations’ Population Fund, UNFPA)
for which we offer our products on favorable terms. The number of women supported in this
way increased from 38 million in the 2019 base year to 40 million in 2020. From 2021, this
figure will also take into account support provided through partnerships that we have recently
entered into, such as with the Bill & Melinda Gates Institute at Johns Hopkins University as
part of “The Challenge Initiative.”
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1.2 Strategy and Management
In our Consumer Health Division, we are making our products available to low-income
consumers locally at affordable conditions (by adjusting sizes and pricing), while at the same
time enhancing our product portfolio in a targeted manner. As part of this endeavor, we aim to
provide products that address unmet medical need. We supplement our local business
activities by collaborating with strategic partners, sharing health-related knowledge and
engaging in appropriate lobbying work as we look to empower people in underserved
communities to take charge of their everyday health. Through our efforts, we were already able
to reach 43 million people in 2020 (41 million in 2019), with the increase in demand for our
products partly attributable to the greater focus on health and prevention in connection with the
COVID-19 pandemic. By launching a strategic partnership initiative in 2021, we aim to improve
access to micronutrients for up to four million underserved pregnant women and their babies in
over 50 countries.
As part of our climate strategy, we reduced Scope 1 and 2 greenhouse gas emissions by
0.18 million metric tons of CO2 equivalents in 2020. In the categories that are relevant for our
attainment of the Scope 3 Science Based Target, we reduced emissions by 0.99 million metric
tons of CO2 equivalents.
See A 1.7 Environmental
Protection and Safety
1.2.2 Sustainability Management
Our strategic focus on sustainability represents our targeted approach toward increasing the
overall societal impact of our business activities. The Chairman of the Board of Management
assumes responsibility for this strategy in his role as Chief Sustainability Officer. He is supported
by the Public Affairs, Science and Sustainability enabling function, which develops nonfinancial
targets and key performance indicators as well as management systems and corporate policies.
To enable operational implementation throughout the value chain, we have established a
sustainability organization in each of our divisions and integrated sustainability aspects into the
processes of our enabling functions.
See the Sustainability
Report for more detailed
information:
www.bayer.com/
sustainability-report
Our commitment to the U.N. Global Compact and the Responsible Care™ initiative of the
chemical industry and our involvement in the World Business Council for Sustainable Development
(WBCSD) underline our mission as a company that acts sustainably.
Materiality analysis and stakeholder dialogue
We ascertain the expectations and requirements of our various stakeholders using a materiality
analysis, which surveys external stakeholders and internal managerial employees from various
areas of the company throughout the world. The results of this reveal the latest developments
along with sustainability-related opportunities and risks. Areas of activity with very high relevance
from an internal and external perspective are accounted for in our strategic lever of sustainability
and reflected in our nonfinancial Group targets. The current materiality analysis confirmed the
following key areas of activity:
www.bayer.com/
materiality
// Innovation
// Access to health care
// Sustainable food supply
// Product stewardship
// Climate and environmental protection
// Business ethics
As part of our stakeholder engagement process, which is underpinned by a dedicated guideline,
we approach key social and political players and canvass their support from the outset in strategic
decision-making processes regarding new projects such as investment projects and launches of
new products.
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1.2 Strategy and Management
Respect for human rights
The observance of human rights is a fundamental basis of our actions. Bayer fully respects and
promotes human rights and has documented its stance in a globally binding corporate policy
entitled the Bayer Human Rights Policy. Directives, processes and management and monitoring
systems control the implementation of human rights standards in business operations. In 2020,
we began developing a human rights strategy for the Group, which we will complete in the first
half of 2021, and are also updating Bayer’s Human Rights Policy as part of this process.
www.bayer.com/en/
sustainability/human-
rights
We began devising a specific human rights training program in 2020 to help our employees better
understand our Human Rights Policy and the associated challenges. To support our updated
policy, this program is scheduled for roll-out in 2021. In addition, we have offered corresponding
training programs for many years to enhance employees’ awareness of the importance of human
rights in their day-to-day activities. In 2020, around 80% of our employees received training in
aspects of our current Human Rights Policy. We also demand that our business partners,
particularly our suppliers, fully observe human rights.
We are a founding member of the U.N. Global Compact and respect the Universal Declaration of
Human Rights, the U.N. Guiding Principles on Business and Human Rights, and a range of
globally recognized declarations applicable to multinational corporations, including the OECD
Guidelines for Multinational Enterprises, the Tripartite Declaration of Principles concerning
Multinational Enterprises and Social Policy, and the core labor standards of the International
Labour Organization (ILO).
Within the context of our risk management process, we conduct a risk analysis of the potentially
adverse consequences of our operating activities for human rights. In 2020, we did not establish
any adverse potential consequences to be reported in accordance with the CSR Directive
Implementation Act (CSR-RUG).
See A 3.2 for further
information on the risk
management process
Foundation and charity activities
Bayer continues to be socially engaged worldwide in keeping with our purpose “Science for a
better life.” In 2020, Bayer and the Bayer Fund made financial aid of around €57 million (2019:
€61 million) available worldwide for charitable projects and activities in the areas of research and
education, social innovation in health and nutrition, and support for the communities near our
sites. In addition, we provided our own products and material aid worth more than €100 million.
The global activities of the Bayer Science & Education Foundation and the Bayer Cares
Foundation are a component of our societal engagement. The U.S.-based Bayer Fund also
supports a wide range of initiatives in the areas of community assistance, nutrition, education and
disaster aid. Group-wide allocation and management policies form the basis for our donation
activities; the Board of Management is involved in major funding decisions.
A Board of Trustees comprising members from inside and outside the company coordinates
the yearly alignment of all programs. A Science Council comprising five internationally recognized
scientists was newly established in 2020 to decide on the awarding of research prizes and
scholarships from the foundations.
Money from the €20 million Social Innovation Ecosystem Fund of the Bayer Cares Foundation
was used in 2020 to promote innovative technological and social entrepreneurial solutions in the
fields of health care and agriculture. The main objective of the fund is to enable smallholder
farmers in Sub-Saharan Africa to lift themselves and their families out of poverty through their own
agricultural smallholdings and improved access to medical care. Five pioneering social enterprises
were supported by this fund in 2020.
Since the outbreak of the COVID-19 pandemic, we have provided donations of products,
equipment and money worth €29 million in over 60 countries to fight the pandemic. In Germany,
for example, we have turned research laboratories at our Berlin site into test laboratories at short
notice and granted leave of absence to more than 140 employees to perform the tests. In Mali,
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1.2 Strategy and Management
Senegal, Uganda and Kenya, the Bayer Cares Foundation provided charitable health care
organizations with immediate financial assistance to promote innovative projects to stem the
pandemic. As part of our commitment we also provided our employees worldwide with protective
masks for everyday use.
1.2.3 Management Systems
Planning and steering
Economic planning and steering are conducted in line with the frameworks that are set for the
Group and the divisions by the Board of Management in the course of the strategic planning
process and are translated into specific targets during operational planning. The planning and
steering process is complemented by the continuous monitoring of business developments, with
key management and performance indicators being updated regularly. It is on this basis that
strategic objectives are implemented and countermeasures are initiated in the event of deviations
from the budget. In addition, the Board of Management uses predominantly nonfinancial targets
and performance indicators to steer the company’s sustainable alignment.
The following financial indicators are employed to plan, steer and monitor the development of
our business:
Operational management indicators
The main parameters in performance management at the operational level are sales, earnings
and cash flow data, which also form the basis of short-term variable compensation. Growth is
measured in terms of the change in sales after adjusting for currency and portfolio effects
(Fx & portfolio adj.) in order to reflect the operational business development of the Group and the
divisions. A key measure of profitability is the EBITDA margin before special items, which is the
ratio of EBITDA before special items to sales. Another important profitability indicator for the Bayer
Group is core earnings per share, which is the core net income divided by the weighted average
number of shares. The free cash flow – an absolute indicator – shows the generation of freely
available financial resources and also reflects the company’s financial strength and earning power.
See also A 2.3
Strategic value management indicator: return on capital employed (ROCE)
Return on capital employed (ROCE) is used as a strategic metric to measure the company’s
operating profit after taxes in relation to the average capital employed. Comparing ROCE against
the weighted average cost of capital (WACC) on an annual basis illustrates the level of value
creation. In addition, it forms part of our long-term stock-based cash compensation (LTI).
See also A 2.2.3
and A 2.3
Total shareholder return
We aim to create shareholder value and thus maximize the returns we deliver for our stockholders.
Total shareholder return, which is determined based on the change in the share price over the
measurement period plus any dividends paid in the interim, also forms part of the LTI.
Integrated management system
We maintain a Group-wide integrated management system (IMS), which is detailed in a corporate
policy. The IMS provides a framework for all management systems at Bayer, ensuring compliance
with the law and with internal and external requirements while also ensuring efficient ways of
working. This is achieved through internal regulations and applicable processes involving clear
roles and responsibilities. It also encompasses effective risk management and as such helps to
safeguard our company’s license to operate.
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1.3 Focus on Innovation
1.3 Focus on Innovation
Final key authorization for XtendFlex™ soybeans received in the
European Union; full launch in the United States and Canada in 2021
is now possible
Regulatory approval in the United States for Verquvo™ (vericiguat)
to treat chronic heart failure strengthens cardiovascular portfolio
Acquisition of AskBio builds on newly established cell and gene
therapy platform to transform groundbreaking technologies into
treatment options for therapeutic areas with a high medical need
Access to a new business model through the acquisition of Care/of,
a provider of personalized nutritional supplements
Bayer joins international AMR Action Fund to develop urgently
needed novel antibiotics
Innovation is one of the Bayer Group’s strategic levers. Our new solutions generate added value
for our customers and society. Our activities focus on innovative products based on our research
and development (R&D) competencies supplemented with process, service and business model
innovations. We also focus on social innovation to improve the living conditions for people in
developing countries and disadvantaged individuals in our society.
See A 1.2.2 “Foundation
and charity activities” for
social innovations
Our innovations help us contribute to solving global challenges in medical care and agriculture.
In addition to the strong innovative capabilities of our employees throughout the company, our
efforts are driven by excellence in R&D, a broad open innovation network, and the use of new,
groundbreaking technologies with a particular focus on data science insights. In addition, our
internal “WeSolve” online platform enables all employees to engage in innovation trends and
current projects.
Partnerships are integral to our innovation strategy, ensuring access to complementary
technologies and expertise. We enter into strategic alliances with various partners such as
universities, governmental agencies, start-ups, suppliers and industry partners.
See the division sections
of this chapter for further
details on collaborations
We maintain a global network of R&D locations, which employ roughly 15,100 Bayer employees.
In 2020, our research and development spend before special items amounted to €4,884 million
(2019: €5,282 million).
We have worked hard on protection concepts to ensure that our research and development
activities can continue largely without interruption during the COVID-19 pandemic. In addition,
employees from our R&D organizations joined international research consortiums to make an
active contribution to solutions aimed at controlling the COVID-19 virus.
Excellence in research and development
The activities we pursue are aligned with the innovation strategies of our divisions and are aimed
at improving human and plant health and safeguarding stable harvests in agriculture. As part of
these efforts, we are increasingly employing data science methods. At our subsidiary The Climate
Corporation, for example, we use artificial intelligence and machine learning to help farmers
achieve better yields through optimized seed selection and harvest analysis, as well as weather
and pest infestation forecasts.
See the following
subsections for further
details
A cross-divisional R&D platform for data sciences is used to generate new solutions. This platform
facilitates dialogue and enables the efficient processing of large volumes of data from R&D, for
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1.3 Focus on Innovation
www.leaps.bayer.com/
approach#10leaps
example by networking our bioinformatics experts across divisional and site boundaries.
Furthermore, the inaugural Data Science Summit was held in February as a platform for experts
from inside and outside the company to share data science insights.
In 2020, the Bayer R&D Executive Committee developed the new Bayer Science Fellows Program
2.0, creating a global community of active and engaged Bayer scientists from across our
divisions. The focus here is on scientific excellence, the willingness to engage in multidisciplinary
cooperation and advise Bayer management in science strategy, and the transfer of expertise to
colleagues. Bayer Science Fellows represent Bayer R&D in national and international scientific
communities, the media and civil society, thus actively contributing to our mission “Science for a
better life.”
Leaps by Bayer
Through Leaps by Bayer, we invest in disruptive innovations in the areas of health and nutrition.
The research activities of Leaps by Bayer are focused on applying and further developing new
technologies with the potential to solve some of humankind’s most pressing problems (the ten
“leaps”) and thus make an important contribution to the Sustainable Development Goals of the
United Nations. The Leaps by Bayer portfolio comprised investments in more than 35 biotech
start-ups in 2020. Last year we concluded the following agreements:
In the agriculture sector, we partnered with the Singapore sovereign wealth fund Temasek to
establish the start-up Unfold Bio Inc., California, United States, with the aim of developing
innovative vegetable seed that can be efficiently and sustainably cultivated in vertical farming.
Unfold is the world's first company to focus not on the technical infrastructure, but rather on the
biology and genetic potential of vegetable crops.
Leaps by Bayer also invested in Apollo Agriculture Ltd., Kenya, a start-up that uses digital,
chemical and financial tools to help African smallholder farmers grow crops under suboptimal
climatic conditions. By investing in the U.S. start-up company Rantizo Inc., we became involved
for the first time in agricultural drones that offer the potential to deploy chemical and biological
crop protection agents in a targeted and thus conservative way.
Ukko Inc., a biotech company headquartered in Israel, also joined the Leaps by Bayer portfolio.
Ukko has set itself the goal of eliminating food allergies by using artificial intelligence to modify
proteins and in this way develop therapeutic approaches to treat gluten intolerances or peanut
allergies, for example. The applications for these innovations also have relevance in the
agricultural and pharmaceutical fields.
Leaps by Bayer’s activities in health care are diverse and include, for example, an investment in
Metagenomi Technologies LLC, United States, which aims to find ways to cure genetic diseases
through novel gene editing technologies. We also invested in Vesigen Therapeutics Inc., United
States, with the goal of focusing modern cell and gene therapies on specific cells in the body,
which is considered an especially critical supporting technology. Furthermore, we have joined a
financing round for Senti Biosciences, Inc., a U.S. biotech company which is a leader in the use of
synthetic biology to engineer gene circuits to improve cell and gene therapy products.
The strategic partnership into which we have entered with Recursion Pharmaceuticals, Inc.,
United States, comprises not only an investment via Leaps by Bayer but also close cooperation
with the R&D areas of our Pharmaceuticals Division right from the early stages. The objective is
to merge Recursion’s AI platform with our molecule library in order to discover new active
substances and develop innovative therapies to treat fibrotic diseases of the lung, kidney, heart
and other organs.
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1.3 Focus on Innovation
In the area of immuno-oncology, we invested in Triumvira Immunologics Inc., Texas, United
States, a leading company in the field of T-cell therapy.
In microbiome research, furthermore, we invested in Azitra Inc., United States, with the aim of
assembling a joint platform to develop novel antimicrobial dermatological products.
Leaps by Bayer has also invested in the foundation and incubation of early-stage biotech
companies as part of the Israeli company FutuRx Ltd.
We also continued to strengthen our existing portfolio, injecting additional capital into
companies including InforMed Data Systems Inc. (OneDrop), Dewpoint Therapeutics Inc.,
NewLeaf Symbiotics, Inc. and Immunitas Therapeutics.
We also launched the AMR Action Fund together with more than 20 leading biopharmaceutical
companies. The AMR Action Fund is a groundbreaking partnership that also includes
philanthropies, development banks and multilateral organizations and is focused on making two to
four new antibiotics available by 2030. These treatments are urgently needed to address the rapid
rise of infections that do not respond to treatment with existing antibiotics due to antimicrobial
resistance (AMR).
Patents protect Bayer’s intellectual property
Reliable global protection of intellectual property rights is particularly important for an innovation
company like Bayer. In most cases, it would be impossible to cover the high costs incurred in
the research and development of innovative products without this protection. We are therefore
committed worldwide to protecting both the international patent system and our own intellectual
property. Depending on the legal framework, we endeavor to obtain patent protection for our
products and technologies in major markets. When we successfully market patent-protected
products, we are able to reinvest the profits in sustainable research and development.
The term of a patent is normally 20 years from the date the application is filed. Since it takes an
average of 11 to 13 years to develop a new medicine or crop protection active ingredient, only
seven to nine years of patent protection remain following the product’s approval. The same
applies to the development of new transgenic traits. To nevertheless provide an adequate
incentive to make the necessary major investments in research and development, the European
Union member states, the United States, Japan and some other countries extend patent terms or
issue supplementary protection certificates to compensate for the shortening of the effective
protection period for pharmaceutical and crop protection patents, but not for transgenic traits.
Crop Science
Working with digital applications and teams of experts, we develop a broad spectrum of tailored
solutions that give farmers greater choice and enable them to achieve higher productivity in a
sustainable manner. Our R&D organization comprises approximately 7,100 employees (2019:
7,800)1 operating in more than 50 countries around the world. We also enter into collaborations
with a large number of external partners under our Open Innovation model to strengthen our
innovation power.
Bayer worldwide:
see also A 1.1.2/3
Research and development capacities
Our R&D is focused on developing products for farmers and customers across multiple
indications, through multiple technology platforms, in order to increase agricultural productivity
while better protecting natural resources and at the same time making contributions to
sustainability. Using a targeted approach, we focus on bringing together our expertise across the
following disciplines to deliver more innovation faster:
1 Including permanent and temporary employees
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1.3 Focus on Innovation
Our breeding innovations are aimed at improving crop yields, boosting resiliency against pests,
disease and a changing climate, and raising quality. We combine genomic, phenotypic and
environmental data with the use of advanced breeding methods and artificial intelligence (AI) to
develop new, innovative seed products. In 2020, we opened our automated greenhouse in
Marana, Arizona, United States, to serve as our new global product design center for corn. This
greenhouse’s operations are designed for the sustainable use of inputs and, by consolidating the
end-to-end breeding process, more advanced corn products can be developed faster.
Biotechnology – using genome editing and other molecular approaches – helps us to develop
solutions that strengthen plants’ resistance to insect pests, disease, weeds and other
environmental stresses, such as drought or high winds in a targeted manner. Biotechnology
makes possible sustainable farming with reduced pesticide use and conservative tillage practices
that are designed to preserve topsoil and decrease CO2 emissions.
In chemical crop protection, we discover, optimize and develop innovative, safe and sustainable
products with herbicidal, insecticidal and fungicidal activity. Our tailored solutions help farmers
achieve better harvests by managing threats in a more targeted manner. We are constantly
working on improving our current offerings and developing new molecules. Discovering new
modes of action (MOAs) is one of our main priorities. In 2020, we were able to announce the
discovery of a new herbicide molecule. The use of different MOAs for weed control is important
for managing herbicide resistance and enabling practices like no-till farming that help to sequester
greenhouse gases.
Our approach in biologicals encompasses a focus on microbial organisms and materials derived
from them. We are realigning our activities by partnering with innovation leaders. In addition to
microbes, we are also developing a broad range of biological solutions, including plant extracts.
Biologicals often enable us to reduce the use of synthetic chemicals, decreasing residue levels
and supporting resistance management strategies. By introducing microbials or other biological
product types into programs with traditional chemistry, we are building a more holistic application
system.
Digital solutions and data science, and in particular artificial intelligence, are transforming the
world of agriculture. The performance of seed and crop protection products depends heavily
on the environmental conditions and management practices under which they are used. With
FieldView™, our industry-leading digital farming platform, we have unparalleled insight into
field-specific information that enables us to use advanced modeling to make custom product
recommendations tailored to each individual acre. With these insights we are able to maximize
the value of our seed and chemistry portfolio for our farmer customers, as well as lead Bayer
toward digitally enabled business models and new opportunities for growth.
Research and development pipeline
Our product pipeline contains numerous new small molecule products, seed varieties, digital
products and biologicals that promote sustainable agriculture and help improve farmer
productivity. The following table shows new products in late development phases2, sorted
according to key crops, that are planned to be launched by 2023.
2 Products in late development phases have proven proof of concepts validated by field studies and are ready for hand-off to the
regulatory team for regulatory approvals.
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1.3 Focus on Innovation
A 1.3/1
Product Innovation Pipeline1
Crop / digital
application
Corn
First launch
Product group
Indication
Product / trait / number of hybrids or varieties
2022
2023
2023
Biotechnology trait
Pest management
SmartStax PRO / VTPro4
Biological
Crop efficiency
BioRise third-generation seed treatment
Breeding / native trait
Crop efficiency / yield
Short Stature Corn
Annual
Breeding / native trait
Crop efficiency
> 150 new corn seed hybrids
Soybeans
Cotton
2021
2022
Annual
2021
Annual
Biotechnology trait
Pest management
Intacta2Xtend Soybeans
Crop protection
Disease management
Fox Supra (Indiflin)2
Breeding / native trait
Crop efficiency
> 150 new soybean seed varieties
Biotechnology trait
Pest management
ThryvOn Technology
Breeding / native trait
Crop efficiency
> 10 new cotton seed varieties
Horticulture
2021
Biological
Disease management
High-concentration biological for seed and soil
application (Minuet in U.S.A.)
Vegetables
Annual
Breeding / native trait
Crop efficiency, disease
management
~ 130 new seed varieties launched with
highlights in pepper, tomato and melon seed
All major
crops
Digital
applications
Annual
2021
2022
Biological / small molecule
LCM
Crop efficiency, disease, pest
and weed management
~ 8 new formulations of crop protection
products between 2021–2023
Digital / climate
Crop efficiency
Digital / climate
Crop efficiency
Advanced seed prescription service for corn in
Argentina, Brazil and the EU
Seed Advisor tool within FieldView™ enabling
seed placement and density recommendations
for North American corn growers
As of December 2020
1 Planned market launch of selected new products, subject to regulatory approval
2 Co-development with Sumitomo
In 2020, we launched confirmatory technical proof-of-concept field studies for three new small
molecule or biological active ingredients and plant traits3. For 2021, we aim to launch confirmatory
technical proof-of-concept field studies for two to three new small molecule or biological active
ingredients and plant traits.
New products and registrations in 2020
Since the beginning of 2020, our latest fungicide innovation iblon™ technology has been available
to growers in New Zealand. iblon™ technology is based on the active ingredient isoflucypram,
a member of a new subclass in the family of succinate dehydrogenase inhibitors, or SDHIs.
It provides excellent disease control, resulting in healthy-looking crops that deliver higher yields
compared to currently available market standards. Further product launches for iblon™
technology fungicides are expected in other important cereal-producing countries once regulatory
approval has been completed.
In the 2020 winter canola season, we launched BUTEO™ start, an insecticidal seed treatment for
canola that offers very good protection against the cabbage stem flea beetle and crucifer flea
beetle, in selected Eastern European countries. From the next planting season in 2021 onward,
BUTEO™ start will also be available to growers in Canada.
3 A new plant trait is a specific characteristic that has not yet been available or offered at Bayer for the crop plant in question.
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1.3 Focus on Innovation
In May, our Bollgard™ 3 ThryvOn™ cotton was approved by the U.S. Environmental Protection
Agency (EPA). This first-of-its-kind trait technology provides season-long protection against
tarnished plant bugs and thrips species, and may help reduce the need for some insecticide
applications.
In June, we obtained certification in China for the second generation of our trait-based insect
protection in soy. This approval marks a key milestone to support the launch of Intacta 2 Xtend™,
targeted for 2021.
In September, we announced that the European Commission had authorized XtendFlex™
soybean technology for food, feed, import, and processing in the European Union. This milestone
represents the final key authorization for XtendFlex™ soybeans. With this approval in hand, a full
launch in the United States and Canada in 2021 is now possible.
In September, we also began the commercial beta introduction of a new short stature corn
product in Mexico called VITALA™. The VITALA™ system is based on a new hybrid variety and
best practices in agronomy to help farmers grow more using fewer resources.
In October, we received a new five-year registration for our XtendiMax™ herbicide from the
U.S. EPA. Based on the active ingredient dicamba, this product is an important weed-control tool
for many U.S. growers. Following the recent launch announcement for XtendFlex™ soybeans,
growers in the United States can now take full advantage of the benefits of the Roundup Ready™
Xtend Crop System.
Patents
We regularly apply for patent protection for our innovations in both chemical crop protection and
seed / biotechnology. However, the link between patents and products is relatively complex since
products often combine multiple technologies that are patented differently in different areas of the
world, with patents often granted only late in the product lifecycle.
Although the patents have already expired for some of our crop protection active ingredients,
such as glyphosate, trifloxystrobin, prothioconazole4 or imidacloprid, we have a portfolio of
patents on formulations, mixtures and / or manufacturing processes for these active ingredients. In
addition, some of our younger active ingredients such as fluopyram and bixafen are still patent-
protected in the United States, Germany, France, the United Kingdom, Brazil, Canada and other
countries until at least 2023. In fact, fluopyram is patent-protected until 2024 in the United States
and 2025 in Brazil.5 While our patent coverage on the first-generation Roundup Ready™ trait for
soybeans has expired, some varieties – for example in the United States – are still protected by
variety patents. The patent coverage on our second-generation Roundup Ready 2 Yield™ trait for
soybeans runs until at least the mid-2020s. Our Intacta RR2 PRO™ soybean also has patent
coverage until at least the mid-2020s. Patents on our herbicide trait that confers dicamba
tolerance run until at least the mid-2020s. In corn seed and traits, patent coverage for our first-
generation YieldGard™ trait in corn has expired. However, most farmers have already upgraded
to next-generation branded corn traits with patent coverage running until at least the mid-2020s.
Collaborations
We are part of a global network of partners from diverse segments of the agricultural industry and
work together with numerous public-private bodies, NGOs, universities and other institutions. In
2020, we entered into many new research partnerships, including those detailed below.
4 The last supplementary protection certificates for prothioconazole in some CIS countries expired in 2020.
5 Patent protection does not take into account patent term extensions or supplementary protection certificates.
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1.3 Focus on Innovation
In February, we announced an agreement with Meiogenix, France, to accelerate the development
of Meiogenix’s proprietary technologies related to plant breeding and genome editing
applications. These technologies are used to induce the exchange of genomic regions between
chromosomes of plant cells during meiosis. Technologies based on meiotic recombination provide
commercial crops with access to a broader genetic diversity, including complex traits for
improved food quality, plants’ resistance to diseases and pests, and higher yield potential.
Also in February, we signed a memorandum of understanding with XAG Co., Ltd., China, to
formalize a strategic partnership that will develop and commercialize digital farming technologies
in Southeast Asia and Pakistan (SEAP). The collaboration will enable smallholder farmers in SEAP
to access digital farm management know-how and technology, and will help them overcome
farming challenges such as labor shortages, water availability, product stewardship and safe use
and – most importantly – allow them to grow more with less.
In July, we announced a strategic collaboration with Prospera Technologies Inc., Israel, a leading
AI data analytics company specializing in machine learning, to jointly create integrated digital
solutions for vegetable greenhouse growers. The all-in-one, cloud-based service will enable
vegetable greenhouse growers to make more timely and insightful decisions that help optimize
both the profitability and sustainability of their crops and operations. The initial roll-out and in-field
exploration of the offering began in July in Mexico.
The FieldView™ platform is a central hub or “ecosystem” for agricultural innovations, collaborating
with over 70 third-party partners to ensure farmers can easily access a broad and interconnected
set of tools, data, and services to optimize all their decisions on the farm. Key partnerships
include Sentera, FarmBox and CLAAS.
The following table provides an overview of important collaborations that are currently ongoing.
Crop Science: Important Collaborations
A 1.3/2
Partner
AbacusBio Limited
Arvinas Inc.
Atomwise Inc.
BASF SE
Brazilian Agricultural Research Corporation –
Embrapa
2Blades Foundation
Collaboration objective
Accelerate Bayer’s Global Crop Breeding program by utilizing AbacusBio’s expertise in trait
prioritization and valuation to advance products that anticipate grower and market needs
Oerth Bio (joint venture of Bayer & Arvinas, Inc.) to utilize Arvinas’ targeted protein
degradation technology PROTAC™ to develop innovative new agricultural products to
improve crop yields
Partnership using artificial intelligence (AI) to discover small molecules for crop protection
applications
Co-funded collaboration agreement to develop transgenic products with increased yield
stability in corn and soybeans
R&D cooperation to address specific agricultural challenges in Brazil, e.g., Asian soybean rust
Collaboration research program to identify Asian soybean rust resistance genes in legumes
and genes to control fungal diseases in corn
Citrus Research Development Foundation, Inc. Search for solutions to citrus greening disease, which currently threatens the global citrus
CLAAS KGaA mbH
production and juice industry
Enables real-time data connectivity between wireless technology in the cab and farmers’
FieldView™ accounts and expands Drive compatibility across all lines of CLAAS equipment in
Europe
Elemental Enzymes Ag and Turf, LLC
Use of soil microbes to improve plant health and thereby increase crop productivity
Energin. R Technologies 2009 Ltd. (NRGENE)
Collaboration to develop a sequence-based pangenome and haplotype database to facilitate
molecular breeding approaches
Evogene Ltd.
FarmBox
Research program to identify genes for fungal disease resistance in corn
Leverages FieldView™ data to enable dealers to write prescriptions specific to a farmer’s
operation. The partnership also provides multiple solutions for retail, growers and dealers,
including scouting
Forschungszentrum Jülich GmbH
Research collaboration focused on phenotyping of biologicals in plants
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1.3 Focus on Innovation
A 1.3/2 (continued)
Crop Science: Important Collaborations
Partner
Collaboration objective
Grains Research and Development Corporation
(GRDC)
Partnership for the discovery and development of innovative weed management solutions
(herbicides)
Ginkgo Bioworks Inc.
Hitgen Ltd.
Institute of Molecular Biology and Biotechnology,
Foundation for Research and Technology Hellas
(IMBB-FORTH)
Innovative Vector Control Consortium (IVCC)
KWS SAAT SE
Meiogenix
The Joyn Bio joint venture investigates technologies to enhance plant-associated
microorganisms
Research program based on a DNA-encoded library to discover new active substances for
use in agriculture
Collaboration seeking to reveal key aspects of insect gut physiology and discover novel
targets for the development of insect control solutions
Joint development of new substances to combat mosquitoes transmitting diseases such
as malaria and dengue fever
Joint collaboration and commercial agreement for herbicide-tolerant sugar beet
Further development of technologies in the fields of plant breeding and genome editing
Novozymes A/S (BioAg Alliance)
Joint development of new sustainable microbial solutions for crop agriculture
Oxitec Ltd.
Pairwise Plants
Pivot Bio Inc.
Prospera Technologies Inc.
Second Genome, Inc.
Sentera Inc.
Targenomix GmbH
Temasek
Development of a Friendly™ fall armyworm exploring a new approach to support
integrated pest management in a sustainable way with initial focus on Brazil
Research alliance to develop genome editing tools and products in corn, soybeans,
cotton, oilseed rape / canola, and wheat
Research collaboration focused on Bradyrhizobium for improved nitrogen utilization
in soybeans
Joint development of digital solutions for vegetable greenhouse growers
Alliance that leverages partner’s microbiome / metagenomics platform to expand sourcing
and diversity of novel proteins for the development of next-generation insect control traits
Enables farmers to visualize and order imagery through FieldView™
Development and application of systems biology approaches to achieve a better
understanding of metabolic processes in plants
Unfold (joint venture between Bayer and Temasek) will focus on innovation in vegetable
seed with the goal of raising vertical farming to the next level in terms of quality, efficiency
and sustainability
XAG Co. Ltd.
Strategic partnership to develop and market digital agricultural technologies
Pharmaceuticals
In our Pharmaceuticals Division, we focus on indications with high medical need in the areas of
cardiovascular disease, oncology, women’s healthcare, hematology and ophthalmology. Our work
in radiology focuses on the development of digital solutions, contrast agents and injection
systems. Approximately 7,400 (2019: 7,500) employees work in our research and development
(R&D) departments at a number of locations around the world, mainly in Germany, the United
States, Japan, China, Finland and Norway.
Bayer worldwide:
see also A 1.1.2/3
Our R&D innovation model is centered around a deeper understanding of diseases, expanding our
activities to include new modalities, groundbreaking technologies and external innovation.
We achieved further significant progress in this area in 2020, such as the establishment of a
strategic organizational unit for cell and gene therapies (CGT). The CGT organization will be
responsible, from research to market maturity, for developing cell and gene therapies and making
them available to patients. The unit will combine external strategic collaborations, acquisitions of
technologies and license activities to establish a pipeline in cell and gene therapies. The
acquisition of Asklepios BioPharmaceutical, Inc. (AskBio), United States will supplement the cell
therapy activities at BlueRock Therapeutics, United States, which we purchased in 2019, and thus
further consolidate our leading position in gene and cell therapies. Another fundamental element
of our new cell and gene therapy strategy is the partnership we have established with Atara
Biotherapeutics, Inc., United States, which will strengthen our cell therapy pipeline.
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1.3 Focus on Innovation
We are also continuously advancing the digital transformation in R&D. In this context, we
entered into various partnerships over the course of 2020, such as the alliance with the artificial
intelligence specialist Exscientia Ltd, United Kingdom, in which we aim to identify and optimize
novel lead structures for potential drug candidates to treat cardiovascular and oncological
diseases. Other partnerships in this field were formed with the U.S.-based companies Recursion
Pharmaceuticals Inc. and Schrödinger, Inc.
We are also investing in external growth to supplement our development portfolio. This includes
the acquisition of British biotech company KaNDy Therapeutics Ltd., which further expands our
development portfolio in women’s healthcare. KaNDy Therapeutics Ltd. recently completed Phase
IIb for an innovative non-hormonal oral compound, publishing positive data for the treatment of
frequent symptoms of the menopause. We also purchased an exclusive license from Systems
Oncology LLC, United States, for the global development and commercialization of the preclinical
oral drug candidate ERSO™, thereby supplementing our development portfolio with an innovative
treatment approach for women with metastatic estrogen receptor-positive breast cancer.
Promising new molecular entities from our research pipeline are transferred to preclinical
development. We define a new molecular entity (NME) as a chemical or biological substance that
is not yet approved for use in humans. In preclinical development, these substances are examined
further in various models with respect to their suitability for clinical trials and the associated “first-
in-humans” studies.
Clinical trials are an essential tool for determining the efficacy and safety of new drugs before
they can be used to diagnose or treat diseases. The benefits and risks of new medicinal products
must always be scientifically proven and well documented. All our clinical trials comply with strict
international guidelines and quality standards, as well as the respective applicable national laws
and standards.
We also publish information about clinical trials in line with the applicable national laws and
according to the principles of the European (EFPIA) and U.S. (PhRMA) pharmaceutical industry
associations, these principles being defined in position papers.
Information about our own clinical trials can be found in the publicly accessible register
www.ClinicalTrials.gov and our own Trial Finder database. Further information on our globally
uniform standards, the monitoring of studies and the role of the ethics committees can be found
on our homepage.
www.pharma.bayer.com/
ethics-clinical-trials
Phase II clinical projects
The following table shows our most important drug candidates currently in Phase II clinical
testing projects:
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1.3 Focus on Innovation
Research and Development Projects (Phase II)1
Project
Indication
BAY 1097761 (PEG-ADM Inhale)
Acute respiratory syndrome
BAY 1747846 (High Relaxivity Contrast Agent)
Magnetic resonance imaging
BAY 2433334 (FXIa inhibitor)
BAY 2433334 (FXIa inhibitor)
BAY 2433334 (FXIa inhibitor)
Prevention of stroke in atrial fibrillation patients
Secondary prevention of stroke
Prevention of major adverse cardiac events (MACE)
A 1.3/3
BAY 2586116 (task channel blocker)
Obstructive sleep apnea
Eliapixant (BAY 1817080, P2X3 Antagonist)
Eliapixant (BAY 1817080, P2X3 Antagonist)
Eliapixant (BAY 1817080, P2X3 Antagonist)
Eliapixant (BAY 1817080, P2X3 Antagonist)
Chronic cough
Overactive bladder
Endometriosis
Neuropathic pain
Elinzanetant (Neurokinin-1,3 Rezeptor Antagonist)
Vasomotor symptoms
Fulacimstat (chymase inhibitor)
Osocimab (anti-FXIa antibody)
BAY 2976217 (FXI LICA, IONIS-FXI-LRX)2
Chronic kidney disease
Prevention of thrombosis in end-stage renal disease
(ESRD)
Prevention of thrombosis in end-stage renal disease
(ESRD)
Pecavaptan (dual vasopressin receptor antagonist)
Congestive heart failure
Levonorgestrel (progestin) + indomethacin (NSAID) combi IUS Contraception
Regorafenib + nivolumab combination3
Regorafenib + nivolumab combination3
Regorafenib + pembrolizumab combination
Metastatic colorectal cancer
Recurrent or metastatic solid tumors
Second-line therapy of unresectable hepatocellular
carcinoma
Rogaratinib (pan-FGFR inhibitor)
Runcaciguat (sGC Activator)
Urothelial cancer
Chronic kidney disease
1 As of February 4, 2021
2 Sponsored by Ionis Pharmaceuticals, Inc., United States
3 In collaboration with Bristol-Myers Squibb Company Co., United States, and Ono Pharmaceutical Co., Ltd., Japan
The nature of drug discovery and development is such that not all compounds can be expected to meet the predefined project
goals. It is possible that any or all of the projects listed above may have to be discontinued due to scientific and / or commercial
reasons and will not result in commercialized products. It is also possible that the requisite U.S. Food and Drug Administration
(FDA), European Medicines Agency (EMA) or other regulatory approvals will not be granted for these compounds. Moreover, we
regularly review our research and development pipeline so that we can give priority to advancing the most promising
pharmaceuticals projects.
Below are the most significant changes that occurred in 2020 compared with 2019:
In January, we decided to halt the development of our alpha2c AR antagonist fadaltran as the
efficacy endpoints in the Phase IIa trial were not met.
In February, we discontinued the development of BAY 1902607, one of two P2X3 antagonists.
The project was terminated on the basis of the results of a Phase IIa trial that examined the
efficacy and safety of BAY 1902607 in patients with refractory chronic cough. We are continuing
to advance the development of our second P2X3 antagonist, BAY 1817080.
In June, we presented the results of the Phase IIb VITALITY-HFpEF study investigating our sGC
stimulator vericiguat in patients with chronic heart failure and preserved ejection fraction as part of
the Heart Failure Association (HFA) Discoveries program. The primary endpoint was not met.
We have switched our development focus from investigating the unconjugated FXI antisense
oligonucleotide (IONIS-FXI Rx) to the more potent ligand-conjugated IONIS-FXI-LRX, as this can
enable lower and less frequent doses to be used in patients.
In November, we also decided to discontinue development of vilaprisan. A comprehensive
assessment of the generated preclinical and clinical data is currently being conducted.
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1.3 Focus on Innovation
Phase III clinical projects
The following table shows our most important drug candidates currently in Phase III clinical
testing projects:
A 1.3/4
Research and Development Projects (Phase III)1
Project
Indication
Aflibercept (VEGF inhibitor)2
Retinopathy of prematurity
High-dose aflibercept (VEGF inhibitor)2
Diabetic macular edema (DME)
High-dose aflibercept (VEGF inhibitor)2
Neovascular age-related macular degeneration (nAMD)
Copanlisib (PI3K inhibitor)
Various forms of non-Hodgkin lymphoma (NHL)
Regorafenib (multikinase inhibitor)
Newly diagnosed or recurrent glioblastoma
Darolutamide (ODM-201, AR antagonist)
Hormone-sensitive metastatic prostate cancer
Darolutamide (ODM-201, AR antagonist)
Adjuvant treatment for localized prostate cancer with very
high risk of recurrence
Finerenone (MR antagonist)
Heart failure with mid-range or preserved ejection fraction
1 As of February 4, 2021
2 In collaboration with Regeneron Pharmaceuticals, Inc., United States
The nature of drug discovery and development is such that not all compounds can be expected to meet the predefined project
goals. It is possible that any or all of the projects listed above may have to be discontinued due to scientific and / or commercial
reasons and will not result in commercialized products. It is also possible that the requisite U.S. Food and Drug Administration
(FDA), European Medicines Agency (EMA) or other regulatory approvals will not be granted for these compounds. Moreover,
we regularly review our research and development pipeline so that we can give priority to advancing the most promising
pharmaceuticals projects.
Below are the most significant changes that occurred in 2020 compared with 2019:
In March, we presented data from the Phase III VICTORIA study investigating the efficacy and
safety of vericiguat in patients with symptomatic chronic heart failure and reduced ejection fraction
of less than 45% who have had a previous worsening heart failure event at the virtual Annual
Scientific Session & Expo of the American College of Cardiology (ACC). The data confirmed that
the oral, once-daily active ingredient significantly reduced the risk of the composite primary
efficacy endpoint of cardiovascular death or heart failure hospitalization and was also well
tolerated, while the incidence rate of adverse events was comparable to that of placebo. The data
from the presentation at the event was published in The New England Journal of Medicine.
At the ACC congress, we also presented data from the Phase III VOYAGER PAD study that was
published at the same time in The New England Journal of Medicine. This data demonstrated that
the Factor Xa inhibitor rivaroxaban (Xarelto™) in the vascular dose plus ASA 100 mg significantly
lowered the combined risk of acute limb ischemia, major amputation of vascular etiology,
myocardial infarction, ischemic stroke, and cardiovascular death in patients with symptomatic
peripheral artery disease following revascularization. The study for rivaroxaban also demonstrated
that the incidence rate of major bleeding was not elevated according to the TIMI definition, the
main criteria for safety assessment in this trial.
Also at the ACC scientific meeting, we presented results from the clinical Phase IIIb PRONOMOS
trial that were concomitantly published in The New England Journal of Medicine. This trial
investigated rivaroxaban in comparison to enoxaparin in adult patients during a period of
immobilization after nonmajor, moderate-risk lower limb orthopedic surgery. Rivaroxaban reduced
the risk of major venous thromboembolism compared to enoxaparin. Bleeding rates were low and
not statistically different between the two treatment groups.
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1.3 Focus on Innovation
April saw the start of a Phase III trial investigating darolutamide in adjuvant prostate cancer,
sponsored by the Australian and New Zealand Urogenital and Prostate Cancer Trials Group
(ANZUP) and supported by Bayer. The purpose of this study is to determine the efficacy of
darolutamide in combination with a luteinizing hormone-releasing hormone analogue (LHRHA) in
men undergoing radiation therapy for localized prostate cancer who are at very high risk of
recurrence. The study will include around 1,100 participants from Australia, New Zealand, Europe
and North America.
In May, we presented the final data from the Phase III ARAMIS trial at the virtual ASCO Annual
Meeting showing that darolutamide, a nonsteroidal androgen receptor antagonist, in combination
with androgen deprivation therapy (ADT) significantly improves overall survival in men with
nonmetastatic castration-resistant prostate cancer (nmCRPC) compared to placebo plus ADT.
This data was published in September in The New England Journal of Medicine.
In June, we launched the Phase III PHOTON trial together with Regeneron Pharmaceuticals, Inc.,
evaluating extended treatment intervals with a new aflibercept 8 mg formulation for intravitreal
injection in adults with visual impairment due to diabetic macular edema (DME). The Phase III
PULSAR trial to investigate extended dosing intervals with a new 8 mg aflibercept formulation in
adults with neovascular age-related macular degeneration (nAMD) began in August. Aflibercept
2 mg is already approved under the brand name Eylea™ for five indications in more than
100 countries.
In June, we initiated the FINEARTS-HF study, which is investigating the efficacy and safety of
finerenone with regard to morbidity and mortality in symptomatic heart failure patients with a left
ventricular ejection fraction of 40% or more. The study started in September. The primary
objective of the study is to demonstrate superiority of finerenone over placebo in reducing the rate
of the composite endpoint of cardiovascular death and total (first and recurrent) heart failure (HF)
events (defined as hospitalizations or emergency treatment for HF).
In July, we announced that our Phase III FIDELIO-DKD study evaluating the efficacy and safety
of the investigational drug finerenone versus placebo had met its primary endpoint. The results
showed that finerenone delayed the progression of chronic kidney disease by significantly
reducing the combined risk of time to first occurrence of kidney failure, a sustained decrease
of estimated glomerular filtration rate greater than or equal to 40% from baseline over a period
of at least four weeks, or renal death. Finerenone also significantly reduced the risk of the key
secondary endpoint, a composite of time to first occurrence of cardiovascular death or nonfatal
cardiovascular events (nonfatal myocardial infarction, nonfatal stroke, or heart failure
hospitalization). The results of the FIDELIO-DKD study, which is part of the biggest Phase III
clinical trial program to date for chronic kidney disease and type 2 diabetes, were presented in
October at Kidney Week 2020 of the American Society of Nephrology (ASN) and published at
the same time in The New England Journal of Medicine.
At the ESMO congress in September we also presented updated data on larotrectinib (Vitrakvi™)
that demonstrates high efficacy and good tolerability of this precision oncology medication in adult
and pediatric patients with TRK fusion cancer.
In October we announced that the Phase III CHRONOS-3 study evaluating copanlisib in
combination with rituximab in patients with relapsed indolent non-Hodgkin lymphoma (iNHL) had
met its primary endpoint of significantly prolonging progression-free survival (PFS). The safety and
tolerability observed in the trial were generally consistent with previously published data on the
individual components of the combination, and no new safety signals were identified. We intend to
present the results from CHRONOS-3 at a scientific congress and discuss the data with health
authorities worldwide.
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1.3 Focus on Innovation
Furthermore, as mentioned above, we decided in November to discontinue development of
vilaprisan. A comprehensive assessment of the generated preclinical and clinical data is currently
being conducted.
We further announced in February 2021 that Nubeqa™ (darolutamide) is planned to be
investigated in the Phase III trial ARANOTE evaluating the efficacy and safety of darolutamide plus
androgen deprivation therapy (ADT) in comparison to placebo plus ADT in men with metastatic
hormone-sensitive prostate cancer. The primary endpoint of this study is radiological progression-
free survival (rPFS). We anticipate that the first patients will be enrolled to the study in the first
quarter of 2021.
Filings and approvals
Following the completion of the required studies with a number of these drug candidates, we
submitted applications to one or more regulatory agencies for approvals or approval expansions.
The most important drug candidates in the approval process are:
Main Products Submitted for Approval1
Project
Finerenone (MR antagonist)
A 1.3/5
Indication
EU, U.S.A., Japan, China2: Heart failure with mid-range
or preserved ejection fraction
Larotrectinib (LOXO-101, TRK fusion inhibitor)
Japan: Solid tumors with NTRK gene fusions
Rivaroxaban (FXa inhibitor)
Rivaroxaban (FXa inhibitor)
Vericiguat (sGC stimulator)3
China: VTE treatment in children
EU, U.S.A., China: Peripheral artery disease (PAD)
EU, Japan, China: Chronic heart failure with reduced
ejection fraction (HFrEF)
1 As of February 3, 2021
2 Filings in China are included in this table starting in the second quarter of 2020. The projects were already submitted in prior
quarters for approval in the respective indications.
3 Co-development with Merck & Co., Inc., United States
In January, darolutamide was approved in Japan under the brand name Nubeqa™ for the
treatment of patients with nonmetastatic castration-resistant prostate cancer (nmCRPC). The
approval is based on the Phase III ARAMIS trial evaluating the efficacy and safety of darolutamide
plus androgen deprivation therapy (ADT) compared to placebo plus ADT. In March, we received
marketing authorization in the European Union for Nubeqa™ to treat patients with nonmetastatic
castration-resistant prostate cancer who are at high risk of developing metastatic disease. In
February 2021, the Chinese National Medical Products Administration (NMPA) also approved
Nubeqa™ for the treatment of patients with nonmetastatic castration-resistant prostate cancer
who are at high risk of developing metastatic disease. Darolutamide is a nonsteroidal androgen
receptor inhibitor that we developed together with Finnish pharmaceutical company Orion
Corporation.
In April, the European Medicines Agency (EMA) approved Eylea™ (aflibercept) injection solution in
a prefilled syringe form for all registered indications. The prefilled syringe was also launched on the
Japanese market in June.
In May, we applied for registration in Japan for the precision oncology treatment larotrectinib,
an oral TRK inhibitor that has been developed specifically to treat adults and children with locally
advanced or metastatic solid tumors that have a rare genomic alteration called neurotrophic
tyrosine receptor kinase (NTRK) gene fusion. The product is already approved under the brand
name Vitrakvi™ in several countries, including the United States, Brazil, Canada and countries of
the European Union.
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1.3 Focus on Innovation
In June, we applied for marketing authorization in the European Union and Japan for vericiguat to
treat patients with chronic heart failure. In July, we announced that the United States Food and
Drug Administration (FDA) had accepted the New Drug Application for priority review. In August,
we submitted the regulatory application seeking the approval of vericiguat in China. In January
2021, the FDA granted regulatory approval for vericiguat for the treatment of patients with
symptomatic chronic heart failure and reduced ejection fraction of less than 45% who have had
a previous worsening heart failure event in combination with available heart failure therapies,
under the brand name Verquvo™. Vericiguat is being developed by Bayer in collaboration with
MSD (a trade name of Merck & Co., Inc., United States).
In August, the Chinese National Medical Products Administration (NMPA) approved Xofigo™
(radium-223 dichloride) for the treatment of patients with castration-resistant prostate cancer
(CRPC), symptomatic bone metastases and no known visceral metastases. The drug is already
approved in more than 50 countries worldwide, including the United States, the countries of the
European Union and Japan. The approval of Xofigo™ in China is based on the data from the
ALSYMPCA trial as well as the Phase III 15397 trial conducted in Asia.
In November, we submitted marketing authorization applications for finerenone in the United
States, the European Union and Japan for patients with chronic kidney disease and type 2
diabetes. The submissions are based on the positive results of the Phase III FIDELIO-DKD trial
investigating the efficacy and safety of this investigational drug. In January 2021, the U.S. Food
and Drug Administration (FDA) accepted the applications and granted a priority review.
Also in November, the EMA’s Committee for Medicinal Products for Human Use recommended
the expanded approval of Xarelto™, on the basis of which the European Commission then
granted this extension in January 2021. Rivaroxaban is now licensed for use in children aged
between 0 and 17. The expansion extends to treatment of acute venous thromboembolism (VTE)
and prevention of recurring VTE following initial diagnosis, including cerebral venous sinus
thrombosis. It is now possible to apply for prolongation of the patent by six months to April 2024.
In January 2021, the Japanese Ministry of Health, Labour and Welfare (MHLW) granted
regulatory approval for the oral Factor Xa inhibitor rivaroxaban (Xarelto™) in the treatment of
venous thromboembolism (VTE) including catheter-related thrombosis and cerebral venous sinus
thrombosis and for the prevention of recurrent VTE in pediatric patients. The suspension for oral
administration was likewise approved. This means that rivaroxaban, which is already routinely
used in adult patients with VTE, is now the first oral Factor Xa inhibitor to be licensed for the
treatment and prevention of recurrent VTE in children.
Likewise in January 2021, the Japanese health authorities granted us regulatory approval for
molidustat, a new therapeutic option for renal anemia. Molidustat stimulates the production of
erythrocytes by mimicking the physiological reaction that occurs when the human body adapts
to hypoxic conditions such as those prevailing at high altitudes. The marketing authorization
application was based on data from clinical trials including the Japanese clinical Phase III MIYABI
trial program in nondialysis patients with chronic kidney disease and dialysis patients.
Patents
The following table shows the expiration dates for our most significant Pharmaceuticals patents:
Bayer Annual Report 2020
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1.3 Focus on Innovation
A 1.3/6
Market
Pharmaceuticals Patent Expiration Dates
Products
Adempas™
Germany
France
Italy
Switzer-
land
Spain
U.K.
China
Japan
Brazil Canada
U.S.A.
Active ingredient
2028
2028
2028
2028
2028
2028
2023
Eylea™
Active ingredient
2025
2025
2025
2025
2025
2025
2020
Jivi™
2027-
2028d
2021-
2023d
2028
2023
2026
2028
2020
–
Active ingredient
2025a
2025a
2025a
2025a
2025a
2025a
2025
2027e
2030c
2027e
2025a
Nexavar™
Active ingredient
2021
2021
2021
2021
2021
2021
2020
2021-
2025d
2025
2020
2020
Nubeqa™
Active ingredient
2030a
2030a
2035e
2030a
2030a
2030a
2030
2035e
2030
2032
2030a
Stivarga™
Active ingredient
2028
2028
2028
2028
2028
2028
2024
2026d
2028
2024
2031
Verquvo™
Active ingredient
2031f
2031f
2031f
2031f
2031f
2031f
2031
2031f
2031b
2031f
2031f
Vitrakvi™
Active ingredient
2029a
2029a
2034
2029a
2034e
2029a
2029
2029
2030
2031
2029a
Xarelto™
Active ingredient
2023
2023
2023
2023
2023
2023
2020
2022-
2025d
2022
2020
2024
Xofigo™
Use
2024
2024
2024
2024
2024
2024
–
2022e
–
–
2022
a Current expiration date; patent term extension applied for
b Patent application pending
c Patent term revised
d Application-specific patent term extension(s)
e Patent term extension granted
f Current expiration date; patent term extension will be applied for punctually
Collaborations
In addition to the collaborations entered into in January with Evotec SE, Germany, Exscientia Ltd.,
United Kingdom, and Daré Bioscience, Inc., United States, which we already reported in the 2019
Annual Report, the following collaborations were initiated in 2020:
In March, we signed a research collaboration and licensing agreement with the Indian drug
discovery company Curadev Pvt. Ltd. for Curadev’s Stimulator of Interferon Genes (STING)
antagonist program. The collaboration aims to discover and develop new drug candidates for the
treatment of lung, cardiovascular and other inflammatory diseases.
In May, we announced a collaboration with the U.S. diagnostics company ArcherDX, Inc., which
will focus on the global development and commercialization of therapy-accompanying diagnostic
tests – also known as companion diagnostics (CDx) – for Vitrakvi™ (larotrectinib), based on next-
generation sequencing.
In August, we entered into an agreement with U.S.-based digital health company Informed Data
Systems Inc. (One Drop) to jointly develop digital health products for multiple therapeutic areas. In
the year before, we had invested in the company and signed a licensing agreement with them as
part of our Leaps by Bayer initiative. The aim of the collaboration at present is to provide
integrated services empowering patients to manage certain conditions.
In September, we formed a strategic partnership with U.S.-based biotech company Recursion
Pharmaceuticals, Inc., as described above.
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1.3 Focus on Innovation
Also in September, we entered into an exclusive global license agreement with the U.S. company
Systems Oncology, LLC, for ERSO™, an oral compound in pre-clinical development for the
treatment of metastatic estrogen receptor-positive (ER+) breast cancer. Under the terms of the
agreement, we will be responsible for developing and commercializing ERSO globally.
In October, our partner Foundation Medicine Inc., United States, announced that it had applied for
an extension to the regulatory approval for its companion diagnostic test FoundationOne™CDx in
Japan. In the same month, the U.S. Food and Drug Administration (FDA) approved
FoundationOne™CDx for use as the first companion diagnostic for Vitrakvi™ in the United States.
In November, we signed a development and license agreement with Blackford Analysis Ltd.,
United Kingdom, to establish a digital AI platform for radiology. The platform will provide access to
a curated marketplace through which radiologists and their teams can centrally manage
workflows, thus supporting their diagnostic decision-making and enabling earlier interventions for
patients.
We also entered into a strategic partnership with Atara Biotherapeutics, Inc., United States, in
December, comprising an exclusive worldwide license agreement for mesothelin-directed CAR-T
cell therapies for the treatment of solid tumors. Under the terms of the agreement, Atara will lead
IND (Investigational New Drug)-enabling studies and process development for ATA3271 while
Bayer will be responsible for submitting the IND and subsequent clinical development and
commercialization.
In connection with our work to stem the spread of the COVID-19 pandemic, in January 2021 we
announced that we had signed a collaboration and service agreement with the bio pharmaceutical
company CureVac N.V., Germany, in order to work together on the COVID-19 vaccine candidate
CvnCoV. CureVac is developing in clinical trials a new class of transformative medicines based on
messenger ribonucleic acid (mRNA). Under the terms of the agreement, we will support the further
development and supply of the vaccine candidates and provide support for local activities in selected
countries. We will also deploy our manufacturing network to contribute to vaccine production.
The following table shows examples of the main R&D collaborations:
Main Collaborations
Partner
ArcherDX, Inc.
Arvinas Inc.
Collaboration objective
Collaboration for global development and marketing of companion diagnostics (CDx) tests for Vitrakvi™
(larotrectinib) on the basis of next-generation sequencing
Research collaboration in the field of life sciences using novel PROTAC™ (proteolysis-targeting
chimeras) technology from Arvinas to develop new pharmaceuticals to treat cardiovascular, oncological
and gynecological diseases
A 1.3/7
Atara Biotherapeutics, Inc.
Strategic partnership for next-generation, mesothelin-directed CAR-T cell therapies for the treatment of
solid tumors
Blackford Analysis Ltd.
Development and licensing agreement aimed at establishing a digital AI platform for radiology
Brigham and Women’s Hospital
and Massachusetts Hospital
Joint laboratory for research into new drug candidates to treat chronic lung diseases
Bristol-Myers Squibb Co. and
Ono Pharmaceutical Co., Ltd.
Clinical collaboration to evaluate new combination possibilities for Stivarga™ (regorafenib) with
immuno-oncologics
Broad Institute
Compugen Ltd.
Curadev Pvt. Ltd.
CureVac N.V.
Strategic partnership to research and develop new therapeutic options in the fields of cardiovascular
medicine and oncology and establishment of a joint research laboratory
Research and development of new immunotherapy approaches in oncology
Research collaboration to identify and develop new drug candidates for the treatment of lung,
cardiovascular and other inflammatory diseases, and a licensing agreement for Curadev's STING
(Stimulator of Interferon Genes) antagonist program
Collaboration and service agreement to support the further development and supply of the
COVID-19 vaccine candidate CvnCoV and to provide support for local activities in selected countries
Daré Bioscience Inc.
License agreement for U.S. commercial rights to hormone-free contraceptive Ovaprene™ in the future
German Cancer Research Center
(DKFZ)
Strategic partnership to research and develop new therapeutic options in oncology, especially in
immunotherapy, and establishment of a joint research laboratory
Bayer Annual Report 2020
A Combined Management Report
56
1.3 Focus on Innovation
A 1.3/7 (continued)
Main Collaborations
Partner
Collaboration objective
Dewpoint Therapeutics, Inc.
Evotec AG
Option, research and license agreement for the development of new treatments for cardiovascular and
gynecological diseases, with the partnership leveraging Dewpoint's proprietary platform for
biomolecular condensates and Bayer's compound library
Collaboration to identify development candidates for the treatment of endometriosis and kidney
diseases and to develop multiple clinical candidates for the treatment of polycystic ovary syndrome
(PCOS)
Exscientia Ltd.
Collaboration in early research projects to treat cardiovascular and oncological diseases
Foundation Medicine Inc.
Haplogen GmbH
Informed Data Systems Inc.
(One Drop)
Ionis Pharmaceuticals, Inc.
Janssen Research & Development,
LLC of Johnson & Johnson
Collaboration for the development and global commercialization of therapy-accompanying diagnostic
tests, also known as companion diagnostics (CDx), based on next-generation sequencing for new
cancer drugs developed by Bayer
Research collaboration in the field of pulmonary diseases such as chronic obstructive pulmonary
disease (COPD)
Collaboration for co-development of digital health care products in a variety of therapeutic areas
Development of the antisense drug IONIS-FXIRx for thrombosis prevention and development of
IONIS-FXI-LRx in the preclinical phase
Development and marketing of Xarelto™ (rivaroxaban) for the treatment of coagulation disorders
Kyoto University
Research alliance to identify new therapeutic approaches for pulmonary diseases
MD Anderson Cancer Center
Development collaboration in oncology
Merck & Co., Inc.
Orion Corporation
Peking University
PeptiDream Inc.
Development and marketing collaboration in the field of soluble guanylate cyclase (sGC) modulation
Development and marketing of darolutamide (previously ODM-201) for the treatment of patients with
prostate cancer
Research collaboration and establishment of a research center for joint projects
Active ingredient research in various therapeutic areas and target classes with the help of
PeptiDream's Peptide Discovery Platform System technology
Recursion Pharmaceuticals Inc.
Strategic partnership to conduct research into new treatments for fibrotic diseases of the lungs,
kidneys, heart and other organs
Systems Oncology, LLC
Development and marketing of ERSO™ for the treatment of patients with breast cancer
Tsinghua University
Research collaboration and establishment of a research center for joint projects
Ultragenyx Pharmaceuticals Inc.
Research and development of a novel gene therapy for the treatment of hemophilia A
University of Oxford
Strategic research partnership to develop novel gynecological therapies
Vanderbilt University Medical Center
Strategic research alliance to identify and develop new potential active ingredients for the treatment of
kidney diseases
Bayer worldwide;
see also A 1.1.2/3
Consumer Health
At Consumer Health, we concentrate on developing new nonprescription (OTC) products and
solutions that improve consumer health and well-being. We maintain a global network of research
and development facilities, with sites in the United States, France, Spain, Germany and China at
which approximately 600 employees (2019: 600 employees) work. We are active in the areas of
pain, cardiovascular risk prevention, dermatology, nutritional supplements, digestive health, allergy
and cough & cold. In 2020, we established a new Consumer Health function, Regulatory, Medical,
Safety & Compliance (RMSC), which is separate from Pharmaceuticals. It will further strengthen
our commitment to science to address medical needs and compliance across innovations and
existing portfolio of products on the market as leaders in selfcare.
The focus lies on product developments that are insight-driven and aligned to the unmet needs of
consumers. Our innovations range from new product formulations, devices and packaging to new
consumer and healthcare professional claims and communications. In addition, we developed
around 53 new consumer-validated product innovations in 2020, thus exceeding our target. We
are strengthening Consumer Health’s innovation pipeline with more than 110 active projects that
we are developing across all our categories. These include core and adjacent innovations as well
as transformational innovations that could significantly advance self-care products for consumers
Bayer Annual Report 2020
A Combined Management Report
57
1.4 Commitment to Employees
worldwide.6 A further important part of our innovation strategy is transitioning current prescription
medicines that are suitable for self-care to OTC status (Rx-to-OTC switches).
In the United States, China, Germany and other core markets, we continue to make progress in
e-commerce by increasing sales and market share on key e-commerce platforms. In addition, we
are pursuing an agile innovation model with external partners to discover new sources of growth.
For example, we have strengthened our ability to provide individual tailored solutions through a
new business model by acquiring a majority stake in Care/of, a personalized nutrition company.
We also introduced a number of new product line extensions for existing brands in various
countries in 2020, for example:
In North America, we expanded our product portfolio with the launch of four product-line
extensions for our One A Day™ vitamins in the United States. In the Allergy & Cold category, our
Claritin™ antihistamine is now also available in a new presentation thanks to the introduction of
Claritin™ Cool Mint Chewables.
In the Europe / Middle East / Africa region, we launched Iberogast™’s first ever line extension.
Iberogast™ Advance is a new formulation of proven ingredients intended for the relief of ongoing
gastrointestinal symptoms. We also extended our wound-healing and skincare range by launching
Bepanthen™ Tattoo in a number of large European markets, including Italy, the United Kingdom
and Spain.
In the Asia / Pacific region, we expanded our range of Elevit™ prenatal vitamins in the Nutritionals
category with the launch of Elevit™ DHA and Elevit™ Probiotics supplements.
1.4 Commitment to Employees
Defining our corporate culture through values, dialogue and inclusion
Focus on supporting work-life integration for our employees during the
COVID-19 pandemic
Bayer’s business success is essentially built on the knowledge and commitment of our workforce.
As an employer, we offer our employees attractive conditions and wide-ranging individual
development opportunities. Alongside professional training, we focus on promoting
a dialogue- and feedback-oriented culture based on trust, intentional inclusion, and respect
for diversity and equality of opportunity, which is also summarized in our corporate policy entitled
“Fairness and Respect at Work.” Our employees worldwide are trained to comply with these
guidelines. We measure the engagement and satisfaction of our employees by means of
institutionalized feedback discussions and regular employee surveys. Responsibility for the
human resources strategy of the Bayer Group lies with the Board of Management, supported by
Bayer’s Human Resources enabling function. The strategy is globally implemented within the
scope of binding policies.
6 Core innovation means optimizing existing products for existing customers. Adjacent innovation refers to the extension of existing
brands to new market segments. Transformational innovation refers to achieving breakthroughs and creating new markets that do
not yet exist.
Bayer Annual Report 2020
A Combined Management Report
58
1.4 Commitment to Employees
For 10 years, Bayer’s LIFE values (Leadership, Integrity, Flexibility and Efficiency) have guided us
in our activities. These stand for our values and leadership principles. To align the behaviors of the
LIFE values with Bayer’s new vision "Health for all, hunger for none," the attributes for each value
were updated in 2020. The attributes define each value’s practical meaning and behaviors. In this
way, we have further developed our holistic mindset framework, which serves as the sole
reference for how employees work at Bayer.
The updated attributes
for each value can be
found at
www.bayer.com/en/
commitments/our-values
Employees at all Bayer sites around the world have the right to elect their own representatives.
In 2020, the working conditions for around 55% (2019: 55%) of our employees worldwide were
governed by collective or company agreements.
Employee data
On December 31, 2020, we employed 99,538 people (2019: 103,824) worldwide. In Germany
we had 23,398 employees (2019: 24,953), representing 23.5% of the total Group workforce
(2019: 24.0%).
Bayer AG key data:
see also A 5.4
The absolute decline in employee numbers as a result of the restructuring and portfolio measures
was reflected above all in the development in Europe / Middle East / Africa and North America.
As part of the restructuring, employees from the Information Technology enabling function
transferred to external service providers. In addition, the number of employees working in
research and development fell, in part due to the transfer of certain activities in pharmaceutical
research to Nuvisan ICB GmbH, Germany, at the Berlin site. In relative terms, headcount declined
most strongly in North America and Asia / Pacific.
In 2020, the Bayer Group hired 9,615 new employees (accounting for 9.5% of our workforce).
On the reporting date, our employees had worked for the Bayer Group for an average of
11.3 years (2019: 10.2). Our workforce includes only a small number of employees on temporary
contracts (3.6%).
Restructuring measures
We act with social responsibility when changes and restructuring measures are necessary. For
example, we will complete the worldwide reduction of around 12,000 jobs initiated in late 2018 by
the end of 2021 following local laws and regulations, meaning that there may be different
solutions in different countries. In all countries, we aim to minimize the impact on employees
and find mutually agreeable solutions in cases where job reductions are necessary. The General
Works Agreement “Safeguarding Bayer’s Future 2025” fundamentally rules out dismissals for
operational reasons for the intercompany personnel network of Bayer AG in Germany until the end
of 2025.
We made further progress with the planned Group-wide measures in 2020. To date, around
10,700 jobs have been reduced as part of these measures. Flexible models with attractive
conditions have been offered to employees of various age groups since February 2019. More
than 2,200 employees in Germany have accepted such a voluntary severance agreement since
it was introduced.
Further measures with regard to the acceleration of our transformation announced in
September are currently being developed and discussed in detail.
Bayer Annual Report 2020
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59
1.4 Commitment to Employees
A 1.4/1
Change
%
– 4.1%
Change
%
– 3.8%
– 7.8%
– 4.6%
+ 1.1%
Change
%
– 2.4%
+ 1.7%
+ 1.6%
– 20.5%
Change
%
– 0.3%
– 5.9%
– 5.9%
Employee Data
Total
2019
2020
103,824
99,538
by Region
14.0% Latin America
21.4% Asia / Pacific
19.2% North America
by Division
2020
45.4% Europe /
Middle East /
Africa
Europe / Middle
East / Africa
North America
Asia / Pacific
Latin America
2019
2020
46,933
20,735
22,341
13,815
45,146
19,111
21,310
13,971
16.8% Enabling functions
39.4% Pharmaceuticals
2020
33.2% Crop Science
10.6% Consumer Health
Crop Science
Pharmaceuticals
Consumer Health
Enabling functions
2019
33,866
38,553
10,400
21,005
2020
33,064
39,206
10,570
16,698
by Function
8.4% General administration
15.1% R&D
35.6% Marketing
& distribution
by Gender
40.9% Women
1.6%
temporarily employed
39.3%
permanently employed
by Age Group in %
30
25
20
15
10
5
14
13
0.1
0.1
2020
40.9% Production
Production
Marketing &
distribution
R&D
General
administration
2019
2020
40,814
40,696
37,665
16,006
35,424
15,065
9,339
8,353
– 10.5%
2020
59.1% Men
57.1% permanently
employed
2.0% temporarily
employed
Europe / Middle
East / Africa
North America
Asia / Pacific
Latin America
Women
Men
2019
2020
2019
2020
20,609
19,971
26,324
25,174
7,799
8,542
5,089
7,232
8,174
5,325
12,936
11,879
13,799
13,136
8,726
8,647
Total
42,093
40,702
61,785
58,836
32
32
28
27
22
22
5
5
Fluctuation in %
%
Women
Men
Total
Voluntary
2019
2020
2019
7.2
6.2
6.6
5.1
4.7
4.9
15.3
14.7
15.0
Total
2020
12.3
12.2
12.3
< 20
20 – 29
30 – 39
40 – 49
50 – 59
> 60
2019
2020
Number of employees in full-time equivalents (FTE)
Bayer Annual Report 2020
A Combined Management Report
60
1.4 Commitment to Employees
Employee compensation and variable pay
Our compensation system combines a basic salary reflecting performance and responsibility with
elements based on the company’s success, such as variable one-time payments, plus additional
benefits that include stock participation programs. Members of upper management throughout
the Bayer Group are invited to participate in Aspire, a uniform long-term compensation program
based on the development of the share price. Adjustments based on continuous benchmarking
make our compensation internationally competitive.
Besides providing attractive compensation for their work, Bayer contributes to the financial
security of its present and former employees after their retirement. Retirement benefit plans
are available to 71% (2019: 78%) of Bayer employees worldwide to complement national
pension systems.
From 2021 onward, we will adjust the calculation logic of the short-term and long-term variable
incentive programs for eligible employees to include the Group’s sustainability, return on
investment and free cashflow targets. These additional parameters will align with those that are
already relevant for the compensation of the Board of Management, thereby standardizing the
performance parameters for variable compensation throughout the Group.
See also A 4.4
Personnel Expenses and Pension Obligations
€ million
Personnel expenses
of which pension expenses
Pension obligations1
Pension benefits paid2
A 1.4/2
2020
9,769
976
26,595
1,139
2019
11,788
968
25,879
1,198
1 Present value of defined benefit obligations for pensions and other post-employment benefits as of December 31
2 Including Animal Health and Currenta (until their deconsolidation)
The decline in personnel expenses is due, among other reasons, to the reduction in headcount.
In addition, lower restructuring expenses led to a decrease in expenses compared to 2019. As a
result of the business performance in 2020, the additions to provisions for variable compensation
were lower than in 2019. Provisions of around €500 million (2019: €890 million) were established
in 2020 for variable one-time payments to employees under the Group-wide short-term incentive
(STI) program and similar programs. Furthermore, a budget of approximately €72 million (2019:
€70 million) was made available in 2020 for individual Top Performance Awards.
Our compensation principles comprise providing fair compensation to all and informing all of our
employees transparently about the overall structure of their compensation. As standard practice,
Bayer pays at least a “living wage,” which is annually reviewed and defined worldwide by the
nonprofit organization Business for Social Responsibility (BSR), and compensates employees on
both permanent and temporary employment contracts in excess of the statutory minimum wage in
many of the countries in which we operate.
Vocational and ongoing training
To meet the need for skilled employees, we hire apprentices in Germany in more than 26 different
occupations. In total, we have around 1,300 apprentices. We also offer trainee programs in
various areas for those embarking on a career, and internships for students around the world.
www.bayer.com/en/
working-at-bayer
A wide range of ongoing training opportunities is available to our employees in the form of both
e-learning and face-to-face training. Each employee engaged in an average of around 28 hours of
ongoing training in 2020.
Digitalization
We have included “Go Digital” as an attribute in our updated LIFE mindset framework for the value
“Flexibility” and are enabling our employees through our Create Digital Mindset and Skills
program. Over 10,000 employees have already participated in this program to learn new digital
Bayer Annual Report 2020
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61
1.4 Commitment to Employees
skills in areas such as artificial intelligence, data science, design thinking, agile methodology and
innovation. To drive our digital transformation, 78% of our Group Executives have completed a
digital training program, which was co-created with a leading digital business school.
Work-life integration
We support employees in balancing their work and private lives. We provide various programs to
support employees, including flexible working arrangements (how, when and where employees
work) and support for childcare and care of close relatives within the scope of local social and
legal guidelines. In many countries, our commitment in this area goes beyond the statutory
requirements.
www.bayer.com/
career
In 2020, part-time employees accounted for around 6.1% of our workforce (of which 55.6% were
women and 44.4% men), primarily in Europe.
In response to the COVID-19 pandemic, we are developing an approach for when, where and how
employees will work in the next normal. More flexible ways of working is a core theme throughout
this ambition, embracing empowerment at all levels of the organization to define and shape a next
normal that strengthens our business, best meets the needs of our customers and employees,
respects cultural differences and complies with all labor law and tax law requirements. Ensuring
employee safety and driving work-life integration remain important enablers of our people.
Health promotion
Almost 97% (2019: 98%) of our employees worldwide either have statutory health insurance or
can obtain health insurance through the company.
We maintain a global framework concept to promote employee health and quality of life called
BeWell@Bayer. BeWell@Bayer expands the core aspect of health into a comprehensive approach,
targets further health improvements in the daily work environment and is intended in particular to
help employees balance their professional and private lives. Health check-ups are an integral part of
our global health promotion initiatives.
Inclusion and diversity
Mutual understanding and a company culture that leverages talented employees of various
backgrounds and perspectives is an important success factor for the Bayer Group. We create an
inclusive workplace where all employees feel welcome and contribute at their best. We will
continue to seek out and promote the best talent and drive for a workforce that both reflects the
highest quality of skills and qualifications, and our strong focus on inclusion and diversity. We
employ people from around 149 nations.
Our Inclusion & Diversity strategy focuses on the integrative behavior and decision-making of all
employees within the Group. Each of our Business Resource Groups (BRGs) has a sponsor at
Board of Management level and is intensively supported in promoting an inclusive workspace. In
addition, we are integrating inclusion and diversity into core people processes such as talent
attraction and talent management.
The proportion of women in the workforce remained almost constant at 40.9% (2019: 40.5%). We
are specifically targeting a greater gender balance in management. Based on 40,268 employees
in management, the proportion of women in 2020 was 41.0% (2019: 40.5%), and among skilled
workers 40.8% (2019: 40.4%). The proportion of women in the Group Leadership Circle and
Group Executive Circle, the highest management levels below the Board of Management,
increased again compared to previous years. At the end of 2020, they were made up of 23.0%
women (2010: 6.5%7) and 77.0% men (2010: 93.5%).
7 Figure as last reported
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1.5 Procurement and Supplier Management
The Group Leadership Circle currently comprises 35 nationalities (2019: 29), with around 64.8%
(2019: 65.8%) of its members working in their native country. Information on diversity in our Board
of Management and our Supervisory Board can be found in our Corporate Governance Report.
The average age of our employees is 42 (2019: 42). There were no significant changes to the age
structure in 2020 compared to 2019.
People with disabilities are an integral part of our workforce. Based on voluntary statements by
employees, we employ some 2,150 people with disabilities, 46% of whom are women and 54%
men. That represents around 2.1% of our total workforce.
In 2020, we further developed a more integrated talent management approach that uses an
inclusive lens in our people practices and personnel decisions with a strong focus on diversity. We
aim to increase female representation to 33% across our entire top management by 2025, and to
50% across all other management levels (including upper and lower management) by the same
year. We then aim to increase the share of women in top management to 50% as well by 2030.
We have also defined aspirations for other diversity elements, including generation, nationality,
experience, LGBTQ+, and people with disabilities for 2025 and 2030. Regionally tracked elements
such as ethnic origin are integrated into targets in our country organizations.
1.5 Procurement and Supplier Management
Sustainability risk classification reviewed and expanded
First activities for reducing CO2 emissions in the supply chain initiated
We influence society and the environment through our procurement activities and supplier
relationships. Not only economic, but also ethical, social and ecological principles are therefore
anchored in our updated Procurement Policy, which is binding for all employees worldwide.
As a cross-divisional enabling function, Procurement leverages synergies by bundling know-how
and procurement spend. In 2020, we had a total of 97,362 (2019: 86,400) suppliers. Our
procurement spend was €17.7 billion (2019: €17.6 billion).8
Our main direct procurement materials include active ingredients, raw materials, intermediates,
finished products and seeds. Technical goods and services, marketing services and information
technologies are important components of our indirect procurement portfolio.
Procurement operates according to established procurement and supplier management
processes. Long-term contracts and active supplier management for strategically important
goods and services are key elements here. They serve to minimize procurement-specific risks
such as supply disruptions or significant price fluctuations, as well as to safeguard the company’s
competitiveness and ensure smooth production processes.
8 In addition, internal services to the value of €0.3 billion were procured from the Currenta Group at the time of Currenta’s
deconsolidation in 2019.
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63
1.5 Procurement and Supplier Management
During the continuing COVID-19 pandemic, our supply chain has proven to be stable and resilient
due partly to our involvement in the Together for Sustainability (TfS) initiative and the
Pharmaceutical Supply Chain Initiative (PSCI). We have worked together for many years with our
suppliers to jointly develop sustainable solutions to avoid risks.
To meet our climate protection targets, Procurement takes measures connected with reducing the
carbon footprint in our supply chain. We launched our activities in 2020 and were already able to
make initial progress in preparing the future implementation of Scope 3 reductions among
suppliers.
See also A 1.2.1
Strategy and Targets
Sustainability in the supply chain
Clear sustainability criteria and standards are in place for our supply chain on both a global and
regional level. With the goal of improving sustainable practices in our supply chain, we operate a
Group-wide four-step management process that comprises the following elements: raising
awareness, supplier selection, supplier evaluation and supplier development. In 2020, together
with an external services provider, we updated our sustainability risk classification according to
procurement categories and countries. We select suppliers to be evaluated based on this
classification and the associated supply chain risks. This allows for a more targeted analysis
according to individual risk criteria (e.g., human rights violations) and enables us to increase
transparency in our supply chain.
Our sustainability requirements are established in the Supplier Code of Conduct, which is based
on our Bayer Human Rights Policy and the principles of the U.N. Global Compact. The code
serves as the basis for selecting and evaluating our suppliers and is integrated into electronic
ordering systems throughout the Bayer Group. Furthermore, our standard supply contracts (with
the exception of ongoing contracts of the acquired agricultural business) contain a clause that
authorizes us to verify suppliers’ compliance with our sustainability requirements. In the course of
the acquired agricultural business’s supplier relationships, this clause will be successively
integrated into all supply contracts that need to be revised from 2021 onward.
We verify suppliers’ observance of the code requirements through online assessments9 or on-site
audits10. We evaluate our strategically important suppliers – together comprising almost 25% of
our total procurement spend – and suppliers with a high sustainability risk, which factors in both
country and category risks. Our assessment process also includes supplier evaluations performed
within the scope of industry initiatives. In total, our service provider EcoVadis assessed 670 (2019:
650) suppliers on our behalf in 2020. In 2020, we arranged for 26 (2019: 62) of our suppliers to be
audited on site by external, independent auditors. In addition, five suppliers were audited virtually
due to the COVID-19 pandemic. In 2020, 83 (2019: 103) suppliers were evaluated through an
HSE audit, with the focus on health, safety and environmental protection.
If critical results are recorded in the event of a serious violation or several major findings being
identified in a supplier’s sustainability performance, specific improvement measures are then
jointly defined. In 2020, critical results were determined for 13 suppliers (2% of all assessed and
audited suppliers; 2019: 2% [11 suppliers]). In these cases, we request the suppliers to remedy
the identified weaknesses. We monitor the implementation of these activities by way of re-
assessments or follow-up audits. We reserve the right to terminate a supplier relationship if no
improvement is observed during a re-evaluation. In 2020, we did not have to end any supplier
relationship due solely to sustainability performance. In 2020, 357 (2019: 332) of the 701 (2019:
712) suppliers assessed and audited improved their sustainability performance.
9 The online assessments of suppliers that belong to a company group generally take place at parent company level.
10 The number of evaluations for 2019 comprises suppliers of continuing and discontinued operations.
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64
1.6 Product Stewardship
1.6 Product Stewardship
For us, product stewardship means that our products satisfy the highest quality standards and
are safe for people and the environment when properly used. We respect legal requirements, and
our voluntary commitment and internal standards go beyond these in various areas. We have put
in place suitable directives and management systems for the implementation of regulatory and
voluntary product stewardship requirements that are steered by our Corporate Health, Safety &
Environment (HSE) enabling function and the quality functions of the divisions.
Assessment and testing of active ingredients and products
Along the entire value chain, our substances and finished products undergo extensive assessment
and testing that we use to derive appropriate measures to mitigate health and environmental risks.
Our divisions have quality management systems based on international sector-specific standards.
By implementing a binding company-wide quality assurance system, we guarantee high-quality,
safe and effective products and services that satisfy all internal and external requirements and
meet customer expectations. In this way, we work to prevent customer complaints, product
recalls and other problems. For all chemical substances, we compile safety data sheets targeting
professional users. End consumer products contain appropriate information in their packaging,
with one example being package inserts for pharmaceuticals. We also conduct environmental risk
assessments and implement risk management measures subsequent to product registration.
At Crop Science, we already examine our crop protection products during the development phase
in internationally standardized tests stipulated by law and regulations. These examinations cover
the products’ mode of action, their (eco)toxicological properties and the extent and distribution of
potential residues in and on plants and in the environment. Each new crop protection active
ingredient undergoes a thorough safety assessment and suitable scientific studies and testing.
Furthermore, we have made a voluntary commitment to market only those crop protection
products whose active ingredients are registered in at least one OECD country or, in the case of
new active ingredients, for which an OECD data package has been compiled.
Bayer aims to strengthen its customers’ and stakeholders’ confidence in its products through
transparency, and Crop Science is the first business in its industry to make safety-relevant data
on crop protection products and genetically modified crops publicly accessible. Summaries of
scientific studies for 29 of our active ingredients submitted to the European Food Safety Authority
(EFSA) in the context of registration procedures in the European Union are available on our
website. These reports include information on toxicological and ecotoxicological studies and
investigations into the degradability of crop protection products. Also available are summaries of
scientific studies on 16 traits of our genetically modified crops that were evaluated by U.S.
regulatory authorities. Comprehensive study reports on our registration studies for the approval of
our crop protection products are available on specific request.
Through extensive programs, we train farmers, seed treatment professionals, dealers and other
users in the safe handling and use of our products. In 2020, we managed to increase the number
of our training contacts worldwide. With regard to the sale of and the application instructions
for crop protection products and technologies, we observe the International Code of Conduct on
Pesticide Management of the United Nations Food and Agriculture Organization (FAO). The
principles of our product stewardship are established in our Product Stewardship Policy and
implemented in the Product Stewardship Program.
www.cropscience.
bayer.com/transparency-
crop-science
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1.6 Product Stewardship
The Pharmaceuticals and Consumer Health divisions assess the medical benefit-risk profile of
their pharmaceuticals, medicinal products, dietary supplements and medicated skincare products
throughout their entire product life cycle. The efficacy, safety and tolerability of pharmaceuticals
are already investigated in preclinical and Phase I to III clinical development studies. These results
and the benefit-risk assessment are submitted to the relevant authorities during the
pharmaceutical registration process. We continue to compile safety-relevant information in a
dedicated database following market launch of the product. Post-Authorization Safety Studies
(PASS) are also conducted after approval. The results are entered into the PASS registry in
compliance with EU pharmacovigilance legislation.
Animal welfare in active ingredient testing
Animal studies are legally required and essential from a scientific viewpoint for assessing the
safety and efficacy of our products. Such studies must comply not only with legal requirements,
but also with Bayer’s principles on animal welfare and animal studies. The latter also apply both to
the research institutes we commission and our suppliers, whose compliance with our animal
welfare requirements we regularly monitor. A corporate policy outlining these principles was
published in 2020. We aim to minimize the use of study animals and to employ alternative
methods whenever possible.
Environmental impact
As part of our business activities, we aim to minimize the impact of our products on the
environment.
Biodiversity
We endeavor to promote a responsible use of natural resources, complying with international
and national legislation and respecting biodiversity. Our principles on biodiversity are set forth
in both the Bayer Human Rights Policy and our own position paper on this issue, which was
updated in 2020. In this, we express our commitment to the United Nations Convention on
Biological Diversity and the associated Nagoya Protocol, which regulates the balanced and fair
sharing of the benefits arising from the use of genetic resources. We published a supplementary
corporate policy dedicated to the Nagoya Protocol in 2019 that is designed to ensure compliance
with international and national legislation on access to genetic resources and a fair utilization of
the resulting benefits. Through monetary and nonmonetary contributions such as donations, gifts
in kind for the establishment of new collections that serve to preserve the genetic diversity of
crops, participation in a variety of projects, the buildup of capacities and other global efforts, we
help to facilitate the conservation and sustainable use of plant genetic resources, as well as food
security and ecological sustainability. Through these activities we are reinforcing our commitment
to the Sustainable Development Goals of the United Nations.
Agriculture in particular benefits significantly from biodiversity, but it can also contribute to its loss.
We are therefore investigating and developing cultivation systems that help to achieve a better
balance between productivity and the conservation of biodiversity and habitats. In cooperation
projects involving our Forward Farms and nature conservation experts, we research what this
balance could look like in various countries and regions. We continually deploy plant breeding
innovations that help improve the genetic diversity of crops essential for a secure food supply and
for the development of sustainable cultivation systems.
Operational implementation is ensured through specific measures involving our customers and
distribution partners.
www.bayer.com/en/
position-
biodiversity.aspx
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1.6 Product Stewardship
Bee safety of crop protection products
We are actively involved in numerous projects and research activities to protect bees and other
pollinators.
To minimize risks posed to bees by our crop protection products, we perform extensive safety
testing and risk assessments. We also implement product stewardship measures, including
certification for seed treatment facilities, knowledge-sharing and educational training courses for
growers to help them understand the benefits that pollinators can bring for crop quality and yield
and the need to protect them, along with training programs for farmers who use our products. In
addition, we develop bee-friendly crop protection products and application processes.
Glyphosate
Glyphosate is a nonselective herbicide used in many countries for effective, simple and cost-
effective weed control. It works in plants by specifically inhibiting an enzyme that is essential to
plant growth. This enzyme is not found in cells of humans or animals. Glyphosate has a proven
track record of more than 40 years of safe use when used according to label directions. This is
confirmed by science-based evaluations conducted by regulatory bodies and other institutions
such as the European Food Safety Authority (EFSA), the U.S. Environmental Protection Agency
(EPA) and the Canadian Pest Management Regulatory Agency (PMRA).
Combining glyphosate with crops that could withstand applications of this herbicide transformed
agriculture. Farmers who cultivate glyphosate-tolerant crops tend to adopt conservation tillage,
which brings its own benefits in terms of reduced soil erosion, improved water quality and lower
carbon dioxide (CO2) emissions. In agricultural systems where glyphosate-tolerant crops are not
available, glyphosate provides benefits for farmers and the environment by simplifying weed
management, reducing the need for mechanical tillage and enabling the adoption of cover crops.
Outside of agriculture, glyphosate delivers benefits for noxious or invasive weed control.
Glyphosate’s favorable environmental safety profile underlies its ability to be used in many diverse
settings. Glyphosate degrades in the environment and does not accumulate in the food chain. It is
not volatile and will bind to soil after application rather than run off into waterways. Detailed
reviews by the EFSA, PMRA and other regulatory authorities have concluded that approved uses
of glyphosate-based herbicides are unlikely to cause adverse effects on the environment. In the
United States, EPA scientists reached the same conclusion following their primary environmental
review and have initiated a final step in the reregistration process to ensure current uses account
for potential effects on endangered species. This is a standard review for all pesticides in the
United States and can take several years to complete. Bayer scientists are reviewing the draft
report on endangered species and look forward to engaging in dialogue as part of the public
comment period.
Our scientists regularly review the scientific literature relevant to glyphosate and glyphosate-based
herbicides and are aware of the range of claims made in connection with these products.
Regulatory agencies responsible for overseeing these products to protect human health and the
environment are also aware of these studies and consider them when preparing their reviews.
With regard to risks associated with glyphosate, we refer to A 3.2 Opportunity and Risk Report.
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1.7 Environmental Protection and Safety
Biotechnology
We apply biotechnological processes both in the area of seeds and in pharmaceutical product
development and production (e.g., Kogenate™, Kovaltry™, Jivi™, Bollgard II™, XtendFlex™
Cotton and Intacta RR2 Pro™). Further biotechnologically manufactured active ingredients are
undergoing clinical development. In plant cultivation, we use both conventional breeding methods
and genetic engineering.
For us, the safety of people and the environment is always a top priority in the use of
biotechnology. In addition to meeting legal and regulatory requirements, we have specified the
responsible use of genetic engineering and our strict, globally applicable safety measures in
handling biological substances in corresponding corporate policies.
The development and commercialization of genetically improved seeds are also subject to
stringent laws and regulations. We have additionally established internal processes to ensure
the responsible use of biotechnologically manufactured products throughout their life cycle.
Furthermore, in 2020, Crop Science maintained its membership in the Excellence Through
Stewardship (ETS) organization.
Active ingredient residues in the environment
We are actively committed to preventing emissions of product residues (e.g., active ingredients
and their degradation products) into the environment or, where they are unavoidable, to minimize
the risk they harbor. We focus on all stages of the product cycle from manufacturing to safe use
and disposal.
At our production sites worldwide, regulatory authorities and external assessors therefore
monitor compliance with wastewater thresholds. Internal experts also perform corresponding
audits of the production sites at regular intervals. We take additional action in our production
facilities to avoid or reduce emissions from production such as the release of active ingredients
into the environment. We are also working in various research projects to develop further
effective risk minimization measures.
With regard to the application of crop protection products, potential environmental impact is
investigated in ecotoxicological studies prior to the official product approval process. The
responsible authorities receive an extensive environmental risk assessment and can specify risk
minimization measures as appropriate.
Environmental risk assessments are also conducted in Europe and the United States for the
official approval of human pharmaceuticals.
1.7 Environmental Protection and Safety
We are working on ways to further reduce the environmental impact of our business activities
and to develop solutions that relieve the burden on the environment. Responsibility for this lies
with the Corporate Health, Safety & Environment (HSE) enabling function, which defines
framework conditions in the form of corporate policies and other measures. We use HSE
management systems to control operational implementation in the divisions.
Energy consumption
Compared with 2019, Bayer’s total energy consumption fell to 35.9 petajoules in 2020 (201911:
39.2 petajoules). This includes both primary energy consumption, which mainly relates to fossil
fuels, and secondary energy consumption. This decline is primarily due to reduced production
activities, including in connection with the COVID-19 pandemic. In addition, at the Rock Springs
11 2019 values restated
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1.7 Environmental Protection and Safety
site in the United States, the reallocation of coal from use as an energy source to use in a
chemical process also contributed to this reduction.
Energy efficiency reported as the ratio of energy consumed to external sales improved from
250 kWh/€ thousand in 2019 to 241 kWh/€ thousand12 in 2020.
Greenhouse gas emissions
We consider climate protection and the related reduction of greenhouse gas emissions to be a
top priority. We have therefore set ourselves ambitious targets in this area that are explained in
more detail in Chapter 1.2.1 Strategy and Targets.
www.bayer.com/CDP-
Climate
The following table provides an overview of the development in 2020:
Greenhouse Gas Emissions
Million metric tons of CO2 equivalents
Scope 1: Direct emissions1,2
Scope 2: Indirect emissions3 according to the market-based method
Total greenhouse gas emissions according to the market-based method1
Scope 3: Indirect emissions from our upstream and downstream value chains
(by materiality)4,5
of which indirect emissions from our upstream value chain to attain the SBT4,6,7
A 1.7/1
2020
2.01
1.57
3.58
8.86
7.88
2019
2.08
1.68
3.76
10.05
8.87
1 2019 values restated owing to a recalculation of fleet emissions
2 Direct emissions result from our own power plants, vehicles, waste incineration plants and production facilities (Scope 1). In line
with the GHG Protocol, we also report the direct emissions that arise through the generation of energy for other companies and are
sold as a site service. Consequently, the figures for direct emissions of the Bayer Group are higher than the actual emissions
resulting from Bayer’s business activities alone. In 2020, 97.7% of direct greenhouse gas emissions were carbon dioxide
emissions. Other greenhouse gases such as nitrous oxide, partially fluorinated hydrocarbons and methane made a negligible
contribution to direct greenhouse gas emissions.
3 Indirect emissions result from the procurement of electricity, steam and cooling energy (Scope 2). We report these in CO2
equivalents.
4 Scope 3 emissions were subjected to a limited assurance check.
5 Emissions from eight Scope 3 categories are of material importance to Bayer and together represent our total Scope 3 emissions:
(1) purchased goods and services, (2) capital goods, (3) fuel- and energy-related activities, (4) upstream transportation and
distribution, (5) waste, (6) business travel, (7) employee commuting and (12) end-of-life treatment of sold products.
6 Science Based Target
7 For the calculation of our reduction target for Scope 3 emissions in line with SBTi, 88% of total materially important Scope 3
emissions are considered. The following Scope 3 categories are covered: (1) purchased goods and services, (2) capital goods,
(3) fuel- and energy-related activities, (4) upstream transportation and distribution and (6) business travel.
In 2020, we cut Scope 1 and 2 greenhouse gas emissions by 0.18 million metric tons of CO2
equivalents. This represents a reduction of 4.8%. The main reason for this decline is the increased
share of electricity purchased from renewable sources (Scope 2: from 1.7% in 2019 to 6.1% in
2020). In the categories relevant to our achievement of the Scope 3 Science Based Target, we
cut our emissions by 0.99 million metric tons of CO2 equivalents, corresponding to a reduction of
11.2%. The significant decline in business travel in 2020 also contributed to this. In addition, by
purchasing climate protection certificates in, for example, Uruguay, Brazil and China, we financed
reforestation and forest conservation projects in 2020, thereby offsetting 0.2 million metric tons
of greenhouse gas emissions.
12 2019 values restated
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1.7 Environmental Protection and Safety
Water
We use water resources as sparingly as possible and are endeavoring to further reduce emissions
into water. We check whether our sites in water-scarce areas or areas identified as being
threatened by water scarcity have introduced a water management system. In 2020, we achieved
our goal of ensuring that 100% of these sites have a water management system.
Total water use in 2020 amounted to 57 million cubic meters (2019: 59 million cubic meters).
This year-on-year decrease in use is due to the improved infrastructure at the Luling site in the
United States and the impact of the COVID-19 pandemic at some sites. Around 37.8% of all
water used by Bayer is cooling water that is only heated in the process and does not come into
contact with products. It can be returned to the water cycle, in line with the relevant official
permits.
www.bayer.com/CDP-
water
At our production facilities, we endeavor to use water several times and to recycle it. The total
quantity of industrial and mixed wastewater fell in 2020 to 25 million cubic meters (2019:
26 million cubic meters). This decline in wastewater volume is due to the impact of the COVID-19
pandemic and reduced water consumption at the Luling site in the United States. All wastewater
is subject to thorough checks before it is discharged into the various disposal channels. In
2020, 78.8% of Bayer’s industrial and mixed wastewater worldwide was purified in wastewater
treatment plants (Bayer or third-party facilities). The remaining volume was categorized as
environmentally safe according to official provisions and returned to the natural water cycle.
Waste and recycling
We want to minimize material consumption and disposal volumes through systematic waste
management. In accordance with Bayer’s corporate policies, all production sites are obliged to
prevent, reduce and recycle waste and to dispose of it safely and in line with good environmental
practices.
The total quantity of waste generated rose to 937,000 metric tons in 2020 (2019: 879,000 metric
tons). This was mainly due to the fact that at the seed production site in Maria Eugenia Rojas in
Argentina we disposed of large volumes of vegetable by-products as nonhazardous waste for
agricultural use and composting.
The volume of hazardous waste fell to 305,000 metric tons (2019: 316,000 metric tons) owing to
the completion of building and renovation work at the Vapi site in India. The volume of hazardous
waste from production, including hazardous waste from wastewater treatment plants, remained
consistent with the 2019 level, at 301,000 metric tons.
Process and plant safety
We aim to design and operate our processes and production facilities in such a way that they
do not pose any inappropriate risks to employees, the environment or neighboring communities.
We are working to further develop our safety culture and the expertise of employees. Principles of
process and plant safety are laid out in our globally applicable corporate policy. Compliance
with internal and external safety regulations is verified in internal audits.
www.bayer.com/en/
safety.aspx
To prevent substance and energy releases, the causes of process safety incidents (PSIs) are
analyzed and relevant findings communicated throughout the Bayer Group. A globally
standardized key performance indicator (KPI) – the Process Safety Incident Rate (PSI-R) – is used
at Bayer as an early indicator and is integrated into Group-wide safety reporting. The PSI-R
indicates the number of PSI incidents per 200,000 hours worked. In 2020, the PSI-R was 0.08
(2019: 0.10).
The integration project that was launched in 2019 to align the process safety approaches of Bayer
and the acquired agricultural business were completed in the first quarter of 2020. This showed
that the approaches were similar. The results will be implemented on a step-by-step basis.
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1.7 Environmental Protection and Safety
Transportation safety
Transportation and warehouse safety is part of the HSE management and is implemented by
a network of supply chain experts. In addition to complying with legal regulations, we have
implemented supplementary standards and requirements that are defined in corporate policies.
We thereby ensure that our materials are handled and transported in accordance with their
respective potential hazards and applicable regulations.
There were 13 transport incidents in 202013 (2019: 28), primarily involving road transport
accidents.
Safe working conditions
Our fundamental conviction is that nothing is important enough to justify an accident or any risk
to the safety of employees. We consider safeguarding the occupational health of our employees –
and of the employees of contractors on our company premises – to be a top priority.
In 2020, occupational safety and health protection were primarily shaped by the development of
the COVID-19 pandemic. With protecting the health and safety of our employees being our top
priority, we implemented existing pandemic plans early on, thus minimizing risks to employees at
work as far as possible. The protection concepts and measures that we implemented on a global
scale took the different tasks at the individual sites into consideration.
In 2020, the Recordable Incident Rate (RIR)14 declined from 0.46 to 0.32 cases per 200,000 hours
worked, corresponding to 383 occupational injuries worldwide. The significant reduction in the
RIR is due to the long-term impact of effective occupational safety measures and programs and
short- and medium-term effects in connection with the COVID-19 pandemic resulting from a
reduction in the radius of movement, for example between home and the workplace, and from
increased individual attention being paid to health and safety issues.
Regrettably, two Bayer employees lost their lives in work-related accidents in 2020. We will not let
up in our efforts to further reduce risks and risky behavior.
Our Behavioral Safety initiative promotes safety-conscious conduct through corresponding
training programs to further strengthen safety initiatives that are already successful. All safety
programs and initiatives take account of globally recognized safety principles that further
elaborate the safety-oriented conduct of our employees. Involvement in the Behavioral Safety
initiative continues to increase and is sustainably supported by the publication of a global
corporate policy. Behavioral improvements were achieved in areas in which the program has
already been implemented, and the Recordable Incident Rate is therefore expected to decline
further across the Bayer Group in the medium term.
13 Transport incidents comprise accidents that cause personal injury or significant damage to property, environmental impact
resulting from the release of substances, or leakage of hazardous goods.
14 The RIR covers all injuries to employees and directly supervised contractors leading to medical treatment that goes beyond simple
first aid.
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2.1 Overview of Business Performance
2. Report on Economic Position
2.1 Overview of Business Performance
2.1.1 Economic Position and Target Attainment
Our operational business was stable in 2020 – despite significant unforeseen developments.
Sales were level with the previous year, edging up by 0.6% on a currency- and portfolio-adjusted
basis (Fx & portfolio adj.), and were held back by negative currency effects of €1.9 billion. EBITDA
before special items came in at the prior-year level (–0.1%) despite sharply negative currency
effects, thanks to stringent cost management. Crop Science reported an increase in sales
(Fx & portfolio adj.) but saw EBITDA before special items heavily impacted by the development of
the Brazilian currency in particular. Pharmaceuticals posted a slight decrease in sales, partly due
to negative factors in connection with the COVID-19 pandemic, but succeeded in raising earnings.
Consumer Health increased business substantially (Fx & portfolio adj.), although EBITDA before
special items fell due to currency and portfolio effects. Earnings per share (total) declined
significantly, mainly due to impairment charges in the Crop Science Division and allocations to
provisions for litigations. The gain from the sale of the Animal Health business unit had a positive
impact. Core earnings per share came in at the prior-year level.
In the Group outlook published in February 2020 in the 2019 Annual Report, which did not yet
take into account the impact of the COVID-19 pandemic, we anticipated currency-adjusted sales
of around €44 billion to €45 billion, corresponding to an increase of 3% to 4% on a currency- and
portfolio-adjusted basis. We expected an EBITDA margin before special items of around 28%
on a currency-adjusted basis, which, based on the sales forecast, would have corresponded to
EBITDA before special items of €12.3 billion to €12.6 billion on a currency-adjusted basis. We
also forecast core earnings per share of between €7.00 and €7.20 on a currency-adjusted basis,
and free cash flow of approximately €5 billion.
We revised our outlook in August based on the business development in the first half of the year
and assumptions for the rest of the year that involved uncertainties. We reduced our sales
forecast to €43 billion to €44 billion, corresponding to an increase of 0 to 1% on a currency-
and portfolio-adjusted basis. Our target for the EBITDA margin before special items was left
unchanged at around 28% on a currency-adjusted basis. Based on the sales target above, this
would have corresponded to EBITDA before special items of around €12.1 billion on a currency-
adjusted basis. In the revised outlook, we anticipated core earnings per share of between €6.70
and €6.90 on a currency-adjusted basis. We lowered our free cash flow forecast to between
minus €0.5 billion and €0 billion in view of the expected payments in connection with litigations.
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2.1 Overview of Business Performance
We met this revised full-year forecast in terms of our operational management indicators:
Target Attainment in 2020
A 2.1.1/1
Forecast for 2020
currency-adjusted
Revised forecast for 20201
currency-adjusted
Target attainment in 2020
currency-adjusted
2020 results
reported
Group sales
€44 - 45 billion
€43 - 44 billion
€43.3 billion
€41.4 billion
+ 3 - 4% (Fx & p adj.)
+ 0 - 1% (Fx & p adj.)
+ 0.6% (Fx & p adj.)
– 4.9%
EBITDA before
special items
€12.3 - 12.6 billion based on
a margin of approx. 28%
€12.1 billion based on a
margin of approx. 28%
€12.2 billion and a margin
of 28.1%
€11.5 billion and a margin
of 27.7%
Core earnings
per share
€7.00 - 7.20
€6.70 - 6.90
€6.92
€6.39
Free cash flow
Approx. €5 billion (reported)
Minus €0.5 - 0 billion
(reported)
€1.3 billion
€1.3 billion
Fx & p adj. = currency- and portfolio-adjusted
1 Issued in August 2020
2.1.2 Key Events
Business activities impacted by COVID-19
Fiscal 2020 was greatly affected by the COVID-19 pandemic. Our top priority was – and remains –
ensuring the health and safety of our employees and the supply of our products and life-saving
medicines to patients, farmers and consumers.
The protective measures adopted worldwide and the uncertainty associated with the pandemic
affected our business activities in a variety of ways. In our Crop Science Division, they led to
weaker demand in some parts of our business. Among other factors, lower demand for biofuel in
the first half of the year depressed prices for agricultural commodities, particularly in North
America. This had negative repercussions for our business with corn seed and traits, for example.
In addition, the uncertainties in certain regions and product areas resulted in shifts in demand
between quarters. In the Pharmaceuticals Division, the worldwide protective measures and
contact restrictions led to the cancellation or postponement of visits to the doctor, especially in
the first half of the year, which resulted in nonurgent treatments in particular not being performed.
However, the situation normalized to some extent in the third and fourth quarters. The increased
focus on health and prevention had a positive impact on our Consumer Health Division, mainly
through a sharp rise in demand for products in the Nutritionals category. At the same time,
increased protection and hygiene measures led to a drop in sales of cough and cold products.
Further details on the effects of the pandemic on our business operations and the measures we
adopted in response are provided in the respective chapters.
With regard to efforts to contain the COVID-19 pandemic, we announced in January 2021 that we
had signed a collaboration and services agreement with the biopharmaceutical company CureVac
N.V., Germany, to work together to enhance the availability of the COVID-19 vaccine candidate
CVnCoV. CureVac is developing a new class of transformative medicines based on messenger
ribonucleic acid (mRNA), which have reached clinical trials. Under the terms of the agreement, we
will assist with the further development and supply of the vaccine candidate and support local
activities in selected countries. In addition, we will use our production network to help
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2.1 Overview of Business Performance
manufacture vaccines. We plan to supply 160 million doses of the vaccine in 2022. The first doses
from our production could potentially be available by the end of 2021.
Accelerating the company’s transformation
To counter the effects of reduced growth prospects and move the company forward in a
persistently challenging market environment, we announced in September that we will accelerate
our transformation. We aim to further enhance our innovation capabilities and lay the foundation
for future growth, an example of which being our new strategic unit for cell and gene therapy. We
are also planning to introduce additional operational savings, which could also lead to job
reductions. The details are currently being worked out.
Impairment charges at Crop Science
The currently challenging market environment and extremely negative currency effects are leading
to reduced growth expectations in the agricultural industry, especially in North and Latin America,
with the cost of capital increasing at the same time. In this connection, we had to take noncash
impairment charges of €9.1 billion on various intangible assets, including goodwill, in our
agricultural business over the course of the year.
See A 2.2.1 and Note
[14] in B Consolidated
Financial Statements for
more information
Portfolio changes
In February, we entered into an agreement with Nuvisan ICB GmbH, Germany, which acquired a
large part of our Berlin-based small molecule research unit in mid-2020. The Nuvisan group is an
international service provider for clinical studies, laboratory services and contract manufacturing
for the pharmaceuticals industry. We will work closely with Nuvisan at the Berlin site in the future,
with the move giving us greater flexibility in research and development in line with our strategy.
In early August, we completed the sale of our Animal Health business unit to Elanco Animal
Health Incorporated, United States. The divestment resulted in approximately 4,400 employees
transferring to Elanco. The provisional sale price amounted to US$6.8 billion, comprising a cash
component and an equity component. The equity component consisted of approximately
72.9 million shares of Elanco common stock, corresponding to 15.5% of the company’s
outstanding shares. The provisional divestment gain amounted to about €5.2 billion.
In November we sold approximately 54.5 million of these Elanco shares for US$30.25 per share.
In December we sold a further 8.175 million Elanco shares on the same terms. The gross
proceeds of the two transactions totaled approximately US$1.9 billion.
In September, we completed the acquisition of British biotech company KaNDy Therapeutics Ltd.
to expand our drug development pipeline in women’s health care. Under the terms of the
agreement, we paid an upfront consideration of US$425 million and will make potential milestone
payments of up to US$450 million until launch, followed by potential additional sales milestone
payments in the triple-digit millions.
In mid-November, we increased our investment in Noho Health, Inc. (Care/of), United States,
giving us a majority stake. Care/of offers consumers a personalized regimen of nutritional
supplements that is based on an individual health questionnaire and a special algorithm. The
purchase price amounted to US$135 million. Additional success-based milestone payments
totaling US$10 million have also been agreed. In addition, we secured the option to buy the
remaining shares in the company.
In December, we completed the acquisition of Asklepios BioPharmaceutical, Inc. (AskBio), a
U.S.-headquartered company specialized in the research, development and manufacturing of
gene therapies across different therapeutic areas. Under the terms of the agreement, we paid an
upfront consideration of US$2 billion and will make potential success-based milestone payments
of up to US$2 billion. AskBio and BlueRock Therapeutics LP, which was acquired in 2019, are the
first partners we are integrating into our newly established cell and gene therapy platform. As part
of our Pharmaceuticals Division, this platform will combine multiple backbone functions, providing
support across the entire value chain for the research and development of cell and gene
therapies.
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2.1 Overview of Business Performance
In December, we also announced the sale of a facility at the Wuppertal site of the
Pharmaceuticals Division, originally intended for the production of biologics substances, to a
German subsidiary of WuXi Biologics. The volume of the transaction under the respective
agreement, which also includes a long-term sublease agreement and a transitional service
contract, amounts to approximately €150 million. We expect the transaction to close in the first
half of 2021.
Litigations
Further details on the litigations above and other legal risks are given in the "Legal Risks" in
Note [30] to B Consolidated Financial Statements.
Glyphosate
In June, Monsanto reached an agreement in principle with plaintiffs, without admission of liability,
to settle most of the current Roundup™ litigation, involving most of the total approximately
125,000 then known filed and unfiled claims, and to put in place a mechanism to resolve potential
future claims.
The total costs of the executed and additional inventory settlements for all outstanding claims are
currently expected to be up to US$9.6 billion. Monsanto continues in its efforts to reach
settlement in a substantial number of the outstanding claims in the coming months.
Monsanto may withdraw from the various settlement agreements if certain eligibility and
participation rates are not satisfied. Plaintiffs who opt out of a settlement have the right to pursue
their claims separately against the company.
As regards potential future litigation, the company intends to make an additional payment to
support a separate class agreement between Monsanto and plaintiffs’ counsel. In July, Judge
Chhabria of the U.S. District Court for the Northern District of California issued a pre-trial order
raising concerns about certain aspects of the class settlement agreement and stating that he was
tentatively inclined to deny the motion. The parties subsequently withdrew their motion, worked to
comprehensively address the court’s questions, and on February 3, 2021, filed with the court a
revised class agreement and accompanying motion for preliminary approval of that settlement.
Bayer remains strongly committed to a resolution that simultaneously addresses the current
litigation on reasonable terms and provides a viable solution to manage and resolve future
litigation.
The three cases that have so far gone to trial – Johnson, Hardeman and Pilliod – will continue
through the appeals process and are not covered by the settlement.
PCBs
In the litigation concerning the effects of PCBs in bodies of water, we reached an agreement in
the second quarter for a nation-wide class settlement to settle claims of approximately 2,500
municipal government entities across the United States for a total payment, including class
benefits and attorney fees, of approximately US$650 million. In November 2020, the court denied,
without prejudice, the motion for preliminary approval and identified certain discreet areas of
concern. In December 2020, the parties filed a revised class agreement. This agreement will
require court approval before it becomes effective.
At the same time, we have entered into separate agreements with the attorneys general of
New Mexico, Washington and the District of Columbia to resolve similar PCB claims. For these
agreements, we will make payments that together total approximately US$170 million. Individual
suits by Attorneys General of the States of Ohio, Pennsylvania, New Hampshire and Oregon
remain pending. Bayer will continue its vigorous defense of any case that remains pending.
For information on the
current status of these
cases see Note [30] to B
Consolidated Financial
Statements
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2.1 Overview of Business Performance
See Note [30] to B
Consolidated Financial
Statements for the
current status of this
case
Dicamba
In June, we announced the conclusion of an agreement to settle the previously disclosed product
liability litigation involving alleged damage to crops from drifting of dicamba. We will pay up to
a total of US$400 million to resolve the multi-district litigation pending before a federal court in
Missouri and claims for the 2015–2020 crop years.
The only dicamba drift case to go to trial – Bader Farms – is not included in this resolution.
Essure
In August, we announced that we had reached a settlement agreement to resolve Essure™ claims
in the United States. By February 3, 2021, we had reached agreements in principle with plaintiff
law firms to resolve approximately 99% of the nearly 40,000 total filed and unfiled U.S. Essure™
claims involving women who allege device-related injuries. The company will pay approximately
US$1.6 billion to resolve these claims, including an allowance for outstanding claims, and is in
resolution discussions with counsel for the remaining plaintiffs. At the same time, we continue to
support the safety and efficacy of the Essure™ device and are prepared to vigorously defend it
in litigation where no amicable resolution can be achieved.
Financing activities
In early July, we issued €6 billion in bonds to ensure the financial flexibility necessary to make
payments in connection with the glyphosate litigations and address upcoming bond maturities.
The issuance comprised four €1.5 billion tranches with maturities of 4 years, 6.5 years, 9.5 years
and 12 years, and exclusively targeted institutional investors.
In January 2021, we issued €4 billion in bonds consisting of four tranches. The proceeds are to
be used for general corporate purposes, including the refinancing of existing liabilities. The four
tranches have maturities of 4 years, 8 years, 10.5 years and 15 years.
Supervisory Board and the Board of Management
In late February 2020, the Supervisory Board of Bayer AG resolved to appoint Prof. Dr. Norbert
Winkeljohann as its new Chairman with effect from the end of the 2020 Annual Stockholders’
Meeting. He succeeded Werner Wenning, who then stepped down from the Supervisory Board.
The shareholder representative seat on the Supervisory Board that would have become vacant
was taken by Horst Baier following his election by the Annual Stockholders’ Meeting in April. He
also succeeded Prof. Dr. Norbert Winkeljohann as Chairman of the Audit Committee.
In September, the Supervisory Board of Bayer AG unanimously decided to extend the contract of
Werner Baumann, Chairman of the Board of Management, until April 30, 2024. Before the
extension, Baumann’s contract would have expired at the 2021 Annual Stockholders’ Meeting.
In January 2021, the Supervisory Board of Bayer AG announced the appointment of Sarena Lin to
the Board of Management as Chief Transformation and Talent Officer, effective February 1, 2021.
Bayer Annual Report 2020
A Combined Management Report
76
2.1 Overview of Business Performance
2.1.3 Economic Environment
World economy contracts due to coronavirus pandemic
Global economic development in 2020 was impacted by the COVID-19 pandemic. Trade and
consumption slumped, especially in the second quarter, and unemployment rose considerably.
Many countries saw their economies stabilize to a certain extent as the year went on, driven in
part by the massive support from monetary and fiscal policy. Overall, however, economic output
declined in all regions, especially in Europe, but also in the United States and most emerging
markets. China was one of the few countries to register modest growth for the year.
See also A 2.2.2
Economic Environment
World
European Union2
of which Germany
United States
Emerging Markets3
A 2.1.3/1
Growth1
2019
Growth1
2020
+ 2.6%
+ 1.6%
+ 0.6%
+ 2.2%
+ 4.1%
– 3.9%
– 6.7%
– 5.3%
– 3.6%
– 2.1%
2019 figures restated
1 Real GDP growth, source: IHS Markit (as of January 2021)
2 EU excluding United Kingdom, 2019 figures restated
3 Including about 50 countries defined by IHS Markit as Emerging Markets in line with the World Bank
Currency development
In 2020, Group sales were impacted by negative currency effects of €1,941 million, while EBITDA
before special items was diminished by negative currency effects of €741 million. The effects
pertained to the currencies shown in the following table.
Currency Development Bayer Group
AUD
BRL
CAD
CNY
JPY
MXN
RUB
TRY
USD
Other currency areas
All currencies
Average end-of-day
exchange rate against the
euro for the year
2019
1.61
4.41
1.49
7.74
2020
1.65
5.80
1.53
7.87
122.01
121.71
21.55
72.44
6.35
1.12
24.35
81.86
7.90
1.14
A 2.1.3/2
€ million
Fx effect
on clean
EBITDA
Of which
result of
Fx hedging1
(10)
(512)
4
(24)
40
(28)
(78)
(58)
85
(160)
(741)
2
124
20
11
28
19
26
0
24
21
275
Fx effect
on sales
(22)
(1,027)
(33)
(48)
13
(116)
(121)
(86)
(121)
(380)
(1,941)
1 Result of Fx hedging for all currencies in 2020 (€84 million) and 2019 (minus €191 million)
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
77
2.2 Earnings; Asset and Financial Position
of the Bayer Group
2.2.1 Earnings Performance of the Bayer Group
Business Development of the Bayer Group
Key Data Bayer Group
€ million
Sales
Change in sales1
Volume
Price
Currency
Portfolio
Sales by region
Europe / Middle East / Africa
North America
Asia / Pacific
Latin America
EBITDA1
Special items1
EBITDA before special items1
EBITDA margin before special items1
EBIT1
Special items1
EBIT before special items1
Financial result
Net income (from continuing and
discontinued operations)
Earnings per share1 from continuing
and discontinued operations (€)
Core earnings per share1 from
continuing operations (€)
Net cash provided by operating
activities (from continuing and
discontinued operations)
Free cash flow (from continuing and
discontinued operations)
Change %1
A 2.2.1/1
Change %1
Q4 2019
Q4 2020
Reported Fx. & p. adj.
2019
2020
Reported Fx. & p. adj.
10,750
9,995
– 7.0
+ 2.6
43,545
41,400
– 4.9
+ 0.6
+ 2.3%
+ 1.1%
+ 1.3%
– 0.9%
2,971
3,392
2,151
2,236
1,994
(482)
2,476
23.0%
389
(922)
1,311
(378)
+ 5.4%
– 2.8%
– 9.4%
– 0.2%
2,996
3,027
2,041
1,931
2,024
(368)
2,392
23.9%
1,515
67
1,448
(142)
+ 0.8
– 10.8
– 5.1
– 13.6
+ 1.5
– 3.4
.
+ 10.5
– 62.4
+ 2.6%
+ 0.9%
+ 1.5%
+ 13.5%
13,185
15,087
8,610
6,663
9,529
+ 3.0%
– 2.4%
– 4.4%
– 1.1%
12,881
14,352
8,267
5,900
(2,910)
(1,945)
(14,371)
11,474
26.3%
11,461
27.7%
+ 5.6
– 3.7
– 2.2
+ 12.7
+ 0.7
– 2.0
– 1.9
+ 9.3
– 2.3
– 4.9
– 4.0
– 11.5
.
– 0.1
4,162
(16,169)
.
(2,813)
6,975
(1,309)
(23,264)
7,095
(1,081)
+ 1.7
– 17.4
.
.
1,414
308
– 78.2
4,091
(10,495)
1.44
0.32
– 77.8
4.17
(10.68)
1.29
1.32
+ 2.3
6.38
6.39
+ 0.2
3,246
751
– 76.9
8,207
4,903
– 40.3
1,692
(503)
.
4,214
1,343
– 68.1
2019 figures restated
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Group sales level year on year after adjusting for currency and portfolio effects
Sales of the Bayer Group came in level with the previous year in 2020, at €41,400 million
(Fx & portfolio adj. +0.6%; reported –4.9%). Germany accounted for €2,361 million of this figure.
Sales at Crop Science advanced by 1.3% (Fx & portfolio adj.) to €18,840 million. Our businesses
in Latin America and Asia / Pacific contributed to the increase, while sales receded in North
America. Sales at Pharmaceuticals declined by 1.5% (Fx & portfolio adj.) to €17,243 million. This
was due to the negative impact of the COVID-19 pandemic and sales declines resulting from
new tender procedures in China. Sales at Consumer Health advanced by a substantial 5.2%
(Fx & portfolio adj.) to €5,054 million, mainly in light of significant growth in the Nutritionals
category. In the Reconciliation, sales fell by 8.3% to €263 million.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
78
Earnings
EBITDA before special items of the Bayer Group came in level with the prior year at
€11,461 million (2019: €11,474 million; –0.1%). Negative currency effects diminished earnings by
€741 million. EBITDA before special items at Crop Science moved back by 3.8% to €4,536 million
(2019: €4,714 million), primarily due to very negative currency effects. At Pharmaceuticals,
EBITDA before special items improved by 2.6% to €6,016 million (2019: 5,861 million), with strict
cost management more than offsetting the slight decline in sales. EBITDA before special items at
Consumer Health receded by 2.5% to €1,114 million (2019: €1,142 million), mainly due to the
absence of earnings contributions from the divested businesses and to negative currency effects.
These factors were partly offset by the positive effects of the sales development on earnings and
contributions from the efficiency program initiated at the end of 2018. In the Reconciliation,
EBITDA before special items fell by 15.6% to minus €205 million.
See also A 2.3
EBITDA in 2020 came in at minus €2,910 million (2019: €9,529 million). Depreciation, amortization
and impairment losses – less impairment loss reversals – led to net expenses of €13,259 million
(2019: €5,367 million), with intangible assets accounting for €11,570 million (2019: €2,887 million)
and property, plant and equipment for €1,689 million (2019: €2,480 million). Impairment losses –
less impairment loss reversals – led to net expenses of €8,976 million (2019: €928 million). These
included €8,948 million (2019: €247 million) in impairments on intangible assets, of which
€2,238 million related to goodwill.
See also A 2.3
The impairment losses were mainly recognized in the Crop Science Division and pertained to the
Corn Seed & Traits, Soybean Seed & Traits, Herbicides and Vegetable Seeds business units as
well as to the cotton seed and canola businesses (reported under “Other”). These impairments
were driven by reduced growth expectations in the agricultural industry, especially in North and
Latin America. Extremely negative currency effects and an increase in the weighted average cost
of capital also had a negative impact. In the Consumer Health Division, we recognized impairment
loss reversals for Claritin™ and Afrin™ totaling €253 million in 2020. We also recognized an
impairment loss reversal on property, plant and equipment in the Pharmaceuticals Division in
connection with the agreed sale of a production facility at the Wuppertal site.
Impairment losses of €8,898 million (2019: €866 million), net of impairment loss reversals, and
accelerated depreciation of €1 million (2019: €2 million) were included in special items.
EBIT in 2020 fell to minus €16,169 million (2019: €4,162 million) after net special charges of
€23,264 million (2019: €2,813 million). The special charges mainly comprised provisions for the
agreements reached in the litigations concerning glyphosate and dicamba (both in the Crop
Science Division), PCBs (in the Reconciliation) and Essure™ (in the Pharmaceuticals Division). In
addition, the aforementioned impairment charges on Crop Science assets and impairment loss
reversals at Consumer Health constituted special items. Additional special charges resulted from
the restructuring program announced at the end of 2018. EBIT before special items rose by 1.7%
to €7,095 million (2019: €6,975 million).
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
79
In 2020, the following special effects were taken into account in calculating EBIT and EBITDA
before special items.
EBIT
2020
EBITDA
Q4 2019
EBITDA
Q4 2020
Special Items by Category1
€ million
Total special items
Crop Science
Pharmaceuticals
Consumer Health
Reconciliation
Special items by category
Restructuring
of which in the Reconciliation
Acquisition / integration
of which in the Reconciliation
Divestments
of which in the Reconciliation
Litigations / legal risks
of which in the Reconciliation
Impairment losses / loss reversals2
Other
of which in the Reconciliation
EBIT
Q4 2019
EBIT
Q4 2020
(922)
(596)
(72)
162
(416)
(499)
(320)
(66)
(3)
39
–
(13)
(37)
(327)
(56)
(56)
67
54
9
174
(170)
(56)
(132)
(71)
–
(10)
(11)
(27)
(27)
284
(53)
–
EBIT
2019
(2,813)
(1,418)
(137)
(16)
(23,264)
(20,420)
(1,565)
199
(482)
(75)
41
(33)
(1,242)
(1,478)
(415)
(1,355)
(1,090)
(707)
(19)
304
–
(245)
(77)
(754)
(56)
(56)
(556)
(573)
(282)
(2)
(52)
(45)
(13,163)
(858)
(9,158)
(53)
–
(385)
(319)
(67)
(3)
39
–
(13)
(37)
–
(56)
(56)
A 2.2.1/2
EBITDA
2020
(14,371)
(11,136)
(1,705)
(54)
EBITDA
2019
(1,945)
(896)
(24)
215
(1,240)
(1,476)
(1,239)
(1,088)
(707)
(19)
305
–
(694)
(571)
(271)
(2)
(52)
(45)
(245)
(13,163)
(77)
(3)
(56)
–
(858)
(138)
(53)
–
(368)
(56)
(117)
(25)
(170)
(181)
(131)
(73)
(1)
(10)
(11)
(27)
(27)
(24)
(53)
–
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Where not already included in the other special items categories
Core earnings per share
Core earnings per share were level year on year at €6.39 (2019: €6.38; +0.2%), as the positive
earnings development at Pharmaceuticals was offset by lower earnings at Crop Science.
Earnings per share (total) in 2020 fell to minus €10.68 (2019: €4.17), weighed down by litigation
expenses in connection with the reported settlement agreements and the aforementioned
impairments in the Crop Science Division. The proceeds from the divestment of the Animal Health
business unit had a positive effect.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
80
Core Earnings per Share1
€ million
EBIT (as per income statements)
Amortization and impairment losses / loss reversals on goodwill and other intangible assets
Impairment losses / loss reversals on property, plant and equipment, and accelerated
depreciation included in special items
Special items (other than amortization, accelerated depreciation and
impairment losses / loss reversals)
Core EBIT
Financial result (as per income statements)
Special items in the financial result2
Income taxes (as per income statements)
Special items in income taxes
Tax effects related to amortization, impairment losses / loss reversals and special items
Income after income taxes attributable to noncontrolling interest
(as per income statements)
Above-mentioned adjustments attributable to noncontrolling interest
389
484
674
482
2,029
(378)
11
(43)
67
(411)
(11)
(1)
Q4 2019
Q4 2020
1,515
254
A 2.2.1/3
2019
4,162
2,887
2020
(16,169)
11,570
(110)
682
29
368
2,027
(142)
(197)
(987)
–
600
(3)
–
1,945
9,676
(1,309)
(268)
(443)
67
14,371
9,801
(1,081)
(469)
1,689
–
(1,441)
(3,640)
(19)
(4)
(8)
(12)
Core net income from continuing operations
1,263
1,298
6,259
6,280
Shares (million)
Weighted average number of shares3
€
982.43
982.42
981.69
982.42
Core earnings per share from continuing operations
1.29
1.32
6.38
6.39
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Primarily comprising changes in the fair value of our interests in Elanco (€392 million) and Covestro (€94 million)
3 The weighted average number of shares (basic and diluted) was restated pursuant to IAS 33 for all periods prior to June 2018 to reflect the effect of the
bonus component of the subscription rights issued as part of the June 2018 capital increase, because the subscription price of the new shares was below the
market price of the existing shares.
Bayer Group – Other Earnings Parameters
Bayer Group Summary Income Statements
€ million
Net sales
Cost of goods sold
Selling expenses
Research and development expenses
General administration expenses
Other operating income / expenses
EBIT1
Financial result
Income before income taxes
Income taxes
Income from continuing operations after taxes
Income from discontinued operations after taxes
Income after income taxes (total)
of which attributable to non-controlling interest
of which attributable to Bayer AG stockholders
(net income)
Q4 2019
Q4 2020 Change %
2019
2020 Change %
A 2.2.1/4
10,750
(4,920)
(3,058)
(1,399)
(969)
(15)
389
(378)
11
(43)
(32)
1,457
1,425
11
9,995
(3,669)
(2,827)
(1,291)
(664)
(29)
1,515
(142)
1,373
(987)
386
(75)
311
3
– 7.0
43,545
41,400
– 25.4
(17,613)
(19,138)
– 7.6
– 7.7
– 31.5
+ 93.3
(12,489)
(13,053)
(5,301)
(3,606)
(7,126)
(2,879)
(374)
(15,373)
.
4,162
(16,169)
– 4.9
+ 8.7
+ 4.5
+ 34.4
– 20.2
.
.
– 62.4
(1,309)
(1,081)
– 17.4
.
.
.
.
– 78.2
– 72.7
2,853
(17,250)
1,689
(15,561)
(443)
2,410
1,700
4,110
19
5,074
+ 198.5
(10,487)
.
8
– 57.9
.
.
.
1,414
308
– 78.2
4,091
(10,495)
.
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
81
Functional costs
The cost of goods sold rose by 8.7% to €19,138 million in 2020. This significant increase was
attributable to special charges resulting from the impairments recognized in the Crop Science
Division. The ratio of the cost of goods sold to total sales also increased significantly year on year
to 46.2% (2019: 40.4%).
Selling expenses advanced by 4.5% to €13,053 million. The considerable increase at Crop
Science due to special charges for the impairments was partly offset by lower selling expenses
at Pharmaceuticals. In the Consumer Health Division, special gains from the impairment loss
reversals for Claritin™ and Afrin™ led to lower selling expenses. Selling expenses accounted for
31.5% (2019: 28.7%) of sales.
Research and development (R&D) expenses rose by 34.4% to €7,126 million. The ratio of R&D
expenses to sales was 17.2% (2019: 12.2%). The increase in this ratio was due to special
charges of €2,242 million, mainly in connection with the aforementioned impairments at Crop
Science.
General administration expenses fell by a substantial 20.2% to €2,879 million, mainly on
account of lower one-time expenses for the ongoing restructuring program. The ratio of general
administration expenses to total sales therefore decreased to 7.0% (2019: 8.3%).
The balance of other operating expenses and other operating income amounted to minus
€15,373 million (2019: minus €374 million). This figure reflected in particular the allocations to
provisions in connection with the glyphosate, dicamba, PCB and Essure™ litigations as well as
the impairment loss on goodwill in the Crop Science Division.
The special effects accounted for in EBIT and EBITDA before special items were attributable to
the functional costs as shown in the following table.
Special Items by Functional Cost1
€ million
Total special items
Cost of goods sold
Selling expenses
Research and development
expenses
General administration expenses
Other operating income / expenses
EBIT
Q4 2019
EBIT
Q4 2020
(922)
(682)
174
(22)
(413)
21
67
90
202
(8)
(175)
(42)
EBIT
2019
(2,813)
(1,190)
(153)
(23,264)
(3,411)
(1,433)
(19)
(2,242)
(1,300)
(709)
(151)
(15,469)
A 2.2.1/5
EBIT
2020
EBITDA
Q4 2019
EBITDA
Q4 2020
EBITDA
2019
EBITDA
2020
(482)
(24)
(37)
(22)
(412)
13
(368)
(1,945)
(14,371)
(38)
(37)
(76)
(175)
(42)
(531)
(146)
(19)
(1,298)
(233)
(100)
(110)
(708)
49
(13,220)
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Financial result and income before income taxes
After a financial result of minus €1,081 million (2019: minus €1,309 million), income before income
taxes was minus €17,250 million (2019: €2,853 million). The financial result comprised income
from investments in affiliated companies of €406 million (2019: €190 million), net interest expense
of €1,292 million (2019: €1,281 million), a net exchange loss of €216 million (2019: net exchange
gain of €58 million), interest cost of €102 million (2019: €273 million) for pension and other
provisions, and net other financial income of €122 million (2019: net expenses of €3 million). The
financial result included net special gains of €469 million (2019: €268 million), mainly resulting
from changes in the fair value of our interests in Elanco and Covestro.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
82
Income taxes
Income of €1,689 million from income taxes was recorded in 2020 (2019: income tax expense
of €443 million). This tax income largely arose from the tax-reducing effect of the expenses in
connection with the settlement agreements in the United States.
Income from discontinued operations after income taxes
Income from discontinued operations after income taxes was €5,074 million (2019: €1,700 million)
and included the €5,171 million proceeds from the divestment of the Animal Health business unit.
Net income
After income from income taxes, income from discontinued operations after income taxes, and
income attributable to noncontrolling interest, a net loss of €10,495 million was recorded for 2020
(2019: net income of €4,091 million).
2.2.2 Business Development by Division
Crop Science
Challenging market environment
The global seed and crop protection market grew moderately in 2020 (Fx adj. +2%, 2019: 0%).
The Latin America region saw an expansion of soybean and corn acreages, while the U.S.
soybean market recovered from the 2019 flooding impact. Overall growth was limited by the
decrease in cotton, fruit and vegetables demand caused by the COVID-19 pandemic, as well as
dry weather conditions in Europe during the spring.
Key Data – Crop Science
€ million
Sales
Change in sales1
Volume
Price
Currency
Portfolio
Sales by region
Europe / Middle East / Africa
North America
Asia / Pacific
Latin America
EBITDA1
Special items1
EBITDA before special items1
EBIT1
Special items1
EBIT before special items1
Net cash provided by (used in)
operating activities
Cash-flow relevant capital
expenditures
Research and development expenses
Change %1
A 2.2.2/1
Change %1
Q4 2019
Q4 2020
Reported Fx & p adj.
2019
2020
Reported Fx & p adj.
4,652
4,176
– 10.2
+ 4.3
19,832
18,840
– 5.0
+ 1.3
– 1.7%
+ 0.8%
+ 4.1%
+ 0.2%
+ 0.7%
– 14.5%
0.0%
0.0%
581
1,761
490
1,820
774
(75)
849
545
1,555
499
1,577
538
(56)
594
(472)
(596)
124
91
54
37
– 0.3%
+ 1.7%
+ 1.3%
+ 36.3%
4,170
8,743
1,829
5,090
3,818
+ 1.5%
– 0.2%
– 6.3%
0.0%
4,053
8,367
1,917
4,503
(6,600)
(896)
(11,136)
4,714
23.8%
4,536
24.1%
– 0.8
– 4.6
+ 6.9
+ 13.7
– 0.1
– 4.3
+ 8.9
+ 9.4
– 2.8
– 4.3
+ 4.8
– 11.5
.
– 3.8
514
(18,629)
.
(1,418)
1,932
(20,420)
1,791
– 7.3
– 6.2
– 11.7
+ 1.8
– 13.4
– 30.5
– 30.0
.
– 70.2
2,651
(577)
.
4,150
99
– 97.6
484
584
404
403
– 16.5
– 31.0
1,203
2,264
1,103
4,138
– 8.3
+ 82.8
EBITDA margin before special items1
18.3%
14.2%
2019 figures restated
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
83
Sales
Sales at Crop Science advanced by 1.3% (Fx & portfolio adj.) to €18,840 million in 2020.
Our businesses in the Latin America and Asia / Pacific regions contributed to the increase, while
declines occurred particularly in North America.
Sales by Strategic Business Entity
Change %1
A 2.2.2/2
Change %1
€ million
Crop Science
Corn Seed & Traits
Herbicides
Fungicides
Soybean Seed & Traits
Insecticides
Environmental Science
Vegetable Seeds
Other
Q4 2019
Q4 2020
Reported Fx & p adj.
2019
2020
Reported Fx & p adj.
4,652
1,100
1,203
788
587
380
235
157
202
4,176
980
1,074
669
505
312
237
179
220
– 10.2
– 10.9
– 10.7
– 15.1
– 14.0
– 17.9
+ 0.9
+ 14.0
+ 8.9
+ 4.3
+ 1.2
– 0.7
+ 5.0
+ 8.4
– 1.0
+ 9.9
+ 21.7
+ 26.1
19,832
18,840
5,164
5,097
2,718
2,119
1,448
994
689
1,603
4,970
4,740
2,639
1,956
1,370
1,070
640
1,455
– 5.0
– 3.8
– 7.0
– 2.9
– 7.7
– 5.4
+ 7.6
– 7.1
– 9.2
+ 1.3
– 0.5
– 1.0
+ 8.5
+ 2.3
+ 3.9
+ 11.5
– 3.9
– 5.2
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
// Sales at Corn Seed & Traits remained at the prior-year level. In North America, shifts in demand
into 2019 and 2021 had a negative impact, while sales moved ahead in all the other regions.
Our business in Latin America benefited from an expansion in volumes due to higher acreages
and positive product mix effects. We also registered growth in Europe / Middle East / Africa,
primarily thanks to price increases.
// The decline in sales at Herbicides was due in particular to a loss of registrations in
Europe / Middle East / Africa and North America. Business in North America was also impacted
by shifts in demand for selective herbicides into the prior year. However, we expanded our
business in Asia / Pacific and Latin America.
// Sales at Fungicides rose year on year, with all regions registering growth. In Latin America, we
recorded sales gains for Fox Xpro™, which was launched in the previous year, with an increase
in volumes and prices. We also saw an increase in volumes in North America due to the
normalization of weather conditions and synergy effects arising from the Bayer Plus program.
// Sales at Soybean Seed & Traits were up against the prior year. Greater market penetration in
Latin America had a positive effect, while our business in North America saw lower selling
prices and volumes, mainly due to increased competition.
// We posted an increase in sales at Insecticides, with all regions registering growth. Business in
Latin America benefited from higher prices achieved in Brazil.
// We achieved strong growth at Environmental Science, with all regions showing positive
development. Our consumer business posted substantial gains, particularly in North America
due to favorable weather and shifts in demand as a result of advance sales.
// Sales at Vegetable Seeds fell year on year. Business in the North America region was
particularly affected by lower demand attributable to COVID-19.
// Sales in the reporting unit “Other” declined overall. Sales of cotton seed in North America were
especially impacted by lower acreages.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
84
Earnings
EBITDA before special items at Crop Science declined by 3.8% in 2020 to €4,536 million
(2019: €4,714 million). The EBITDA margin before special items increased by 0.3 percentage
points to 24.1% (2019: 23.8%). Business was particularly impacted by negative currency effects
of €537 million, while the decline in sales in North America due to shifts in demand was also a key
factor. By contrast, earnings benefited from the realization of cost synergies as we progress with
the integration of the acquired business and from additional effects arising from the COVID-19
pandemic, such as lower travel costs.
EBIT receded in 2020 to minus €18,629 million (2019: plus €514 million) after net special charges
of €20,420 million (2019: €1,418 million) that mainly arose from the provisions established for the
glyphosate and dicamba agreements. Further special charges comprised the noncash impairment
charges on various assets, including goodwill, that were mostly recognized in the third quarter.
Special Items1 Crop Science
€ million
Restructuring
Acquisition / integration
Divestments
Litigations / legal risks
Impairment losses / loss reversals
Total special items
EBIT
Q4 2019
EBIT
Q4 2020
–
(63)
37
(48)
(522)
(596)
–
(36)
1
–
89
54
EBIT
2019
(1)
(688)
(16)
(191)
(522)
EBIT
2020
–
(245)
(7)
(10,762)
(9,406)
(1,418)
(20,420)
EBITDA
Q4 2019
EBITDA
Q4 2020
EBITDA
2019
EBITDA
2020
–
(64)
37
(48)
–
(75)
–
(37)
1
–
(20)
(56)
(1)
(688)
(16)
(191)
–
–
(234)
(7)
(10,762)
(133)
(896)
(11,136)
A 2.2.2/3
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Fourth quarter of 2020
Sales
In the fourth quarter, sales were up against the prior-year period. The Latin America and
Asia / Pacific regions in particular contributed to the increase. Sales at Corn Seed & Traits grew
thanks to higher volumes and prices in Latin America. However, sales at Herbicides declined, with
business in North America temporarily hampered by the loss of a registration and the fact that
XtendiMax™ was only registered in the fourth quarter. At Fungicides, business was up against
the prior year, primarily thanks to higher prices. We also registered an increase in sales at
Soybean Seed & Traits, primarily due to greater market penetration and higher prices in Latin
America. At Insecticides, shifts in demand in the Asia / Pacific region had a negative impact. Sales
at Environmental Science rose, driven by our consumer business in North America. At Vegetable
Seeds, we recorded encouraging growth due to shifts in demand from the third quarter. Sales
also increased in the reporting unit “Other.” Growth was driven by our cotton seed business in the
Asia / Pacific and Latin America regions, in part thanks to normalized weather conditions.
Earnings
EBITDA before special items fell by 30.0% in the fourth quarter to €594 million (Q4 2019:
€849 million). Earnings were heavily impacted by negative currency effects of €450 million, mainly
in Brazil, and by the decline in sales in North America and Europe / Middle East / Africa.
EBIT increased to €91 million in the fourth quarter (Q4 2019: minus €472 million) after net
special gains of €54 million. These positive effects were due to impairment loss reversals on
various assets, while special charges arose in connection with the integration of the acquired
businesses.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
85
Pharmaceuticals
Pharmaceuticals market shows slower growth
The pharmaceuticals market grew by 3% (Fx adj.) in 2020 (2019: 6%), with the slower growth
attributable to the unprecedented challenges arising from the COVID-19 pandemic. Despite the
pandemic, markets in North and Latin America and some parts of Europe showed a positive
development. The increasingly aging population and improved access to health care were again
among the drivers, while market expansion was also supported by innovative and in many cases
higher-priced medicines. Market growth was held back not only by general uncertainties over the
development of the global economy but also by continuing price pressure from generics and
biosimilars along with reforms in local health care systems.
Key Data – Pharmaceuticals
Change %1
A 2.2.2/4
Change %1
€ million
Sales
Change in sales1
Volume
Price
Currency
Portfolio
Sales by region
Europe / Middle East / Africa
North America
Asia / Pacific
Latin America
EBITDA1
Special items1
EBITDA before special items1
EBITDA margin before special items1
EBIT1
Special items1
EBIT before special items1
Net cash provided by operating
activities
Cash flow-relevant capital
expenditures
Research and development expenses
Q4 2019
Q4 2020
Reported Fx & p adj.
2019
2020
Reported Fx & p adj.
4,682
4,476
– 4.4
+ 0.5
17,962
17,243
– 4.0
– 1.5
+ 6.3%
+ 0.9%
+ 1.9%
0.0%
1,847
1,071
1,501
263
1,442
41
1,401
29.9%
1,060
(72)
1,132
+7.9%
– 7.4%
– 4.9%
0.0%
1,918
975
1,357
226
1,422
(117)
1,539
34.4%
1,308
9
+ 8.1
– 3.3
– 7.5
+ 8.2
+ 3.8
– 9.0
– 9.6
– 14.1
– 1.4
+ 9.9
+ 23.4
1,299
+ 14.8
+ 5.7%
– 0.1%
+ 1.8%
– 0.1%
6,918
4,040
6,031
973
5,837
(24)
5,861
32.6%
4,686
(137)
4,823
+ 4.8%
– 6.3%
– 2.5%
0.0%
6,940
3,855
5,598
850
4,311
(1,705)
6,016
34.9%
3,467
(1,565)
5,032
+ 2.3
– 2.8
– 6.3
+ 6.6
+ 0.3
– 4.6
– 7.2
– 12.6
– 26.1
+ 2.6
– 26.0
+ 4.3
1,010
1,258
+ 24.6
4,427
4,064
– 8.2
385
744
368
816
– 4.4
+ 9.7
811
2,780
915
2,743
+ 12.8
– 1.3
2019 figures restated
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Sales
Sales at Pharmaceuticals fell by 1.5% (Fx & portfolio adj.) to €17,243 million in 2020. This
development was driven by the global COVID-19 restrictions, which particularly in the first half of
the year led to a reduced number of elective treatments, especially in our ophthalmology and
women’s health businesses. The situation began to normalize mid-year. Sales in the radiology
business were down compared with 2019, with stricter hygiene measures slowing down patient
processing throughout the year.
In addition, the implementation of new tender procedures in China for our products Glucobay™
and Avelox™ weighed heavily on sales.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
86
A 2.2.2/5
Change %1
2020
Reported Fx & p adj.
4,515
2,468
1,081
851
670
639
639
628
613
475
404
396
385
303
262
+ 9.4
– 1.0
– 11.6
– 3.5
– 1.6
– 9.5
+ 10.4
+ 50.2
– 7.7
+ 15.6
– 11.6
– 2.7
– 11.1
– 10.9
– 13.5
+ 1.5
+ 12.4
+ 0.2
– 8.7
– 2.3
+ 3.2
– 6.9
+ 14.2
+ 52.5
– 6.2
+ 18.6
– 9.7
– 0.4
– 8.6
– 7.1
– 11.6
+ 4.0
Best-Selling Pharmaceuticals Products
€ million
Xarelto™
Eylea™
Mirena™ / Kyleena™ / Jaydess™
Kogenate™ / Kovaltry™ / Jivi™
YAZ™ / Yasmin™ / Yasminelle™
Nexavar™
Aspirin™ Cardio
Adempas™
Adalat™
Stivarga™
Betaferon™ / Betaseron™
CT Fluid Delivery2
Gadovist™ product family
Ultravist™
Xofigo™
Q4 2019
Q4 2020
Reported Fx & p adj.
Change %1
1,148
1,212
667
302
222
172
164
147
111
156
106
125
112
111
87
71
669
288
201
168
159
169
261
138
109
86
107
102
80
61
+ 5.6
+ 0.3
– 4.6
– 9.5
– 2.3
– 3.0
+ 10.9
+ 3.6
+ 2.6
–4.9
+ 6.2
+ 2.2
+ 15.0
+ 20.3
+ 135.1
+ 141.6
– 11.5
+ 2.8
– 31.2
– 4.5
– 8.1
– 8.0
– 14.1
+ 2.9
– 9.6
+ 8.8
– 27.1
+ 1.4
– 2.7
– 1.6
– 7.2
+ 8.1
2019
4,126
2,494
1,223
882
681
706
579
418
664
411
457
407
433
340
303
Total best-selling products
Proportion of Pharmaceuticals sales
3,701
79%
3,810
85%
14,124
14,329
79%
83%
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.4 “Alternative Performance Measures Used by the Bayer Group.”
// We registered strong growth in sales of our oral anticoagulant Xarelto™ that resulted from a
marked increase in volumes in China as well as substantial growth in Europe. We saw a
significant expansion of business in Russia in particular. Our license revenues – recognized as
sales – in the United States, where Xarelto™ is marketed by a subsidiary of Johnson &
Johnson, declined due to currency effects.
// Sales of our ophthalmology drug Eylea™ were level year on year. Particularly in the first half of
the year, the reduced number of treatments due to the closure of some ophthalmology clinics
and practices led to a decline in sales. The extension of treatment intervals by patients due to
the contact restrictions and stay-at-home measures also diminished sales, particularly in
Europe. This effect was offset by the normalization of treatment over the remainder of the year
and the launch of Eylea™ prefilled syringes, which particularly benefited sales in Japan and
Germany.
// Business with our Mirena™ / Kyleena™ / Jaydess™ intrauterine systems was also impeded
by the effects of the pandemic. Protective measures such as the prioritization of emergency
treatments or the partial closure of some doctor’s offices led to a reduced number of
procedures.
// We registered significant sales gains for Aspirin™ Cardio, our product for secondary prevention
of heart attacks. This was mainly attributable to a sharp increase in demand in China and to
growth in Mexico, which was partly due to the use of this product in the treatment of COVID-19
patients.
// We posted a significant increase in sales of our pulmonary hypertension treatment Adempas™,
particularly in the United States. As in the past, sales reflected the proportionate recognition
of the upfront and milestone payments resulting from the sGC collaboration with Merck & Co.,
United States. Since a further milestone in this collaboration was reached in the fourth quarter
of 2020, sales for the full year included the proportionate recognition of this milestone payment
for the contract term to date.
// Sales of our cancer drug Nexavar™ receded, mainly due to a decline in volumes in the United
States as a result of strong competition. This effect was partly offset by strong growth in China.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
87
// Our cancer drug Stivarga™ continued to deliver substantial sales gains, especially in China and
the United States. Among other factors, sales benefited from the product’s oral administration,
enabling treatment to continue outside of hospitals and doctor’s offices during the ongoing
pandemic.
// Sales of our cancer drug Xofigo™ decreased markedly, especially in the United States.
Business was weighed down by restrictions related to COVID-19, among other factors.
Earnings
EBITDA before special items advanced by 2.6% to €6,016 million. The EBITDA margin before
special items increased by 2.3 percentage points to 34.9%. Thanks to stringent cost
management, we were able to grow earnings despite recording a slight decline in sales. We
particularly reduced our selling expenses, due in part to the COVID-19-related restrictions, while
the cost of goods sold and research and development expenses were also lower year on year.
Earnings were diminished by a negative currency effect of €132 million.
EBIT at Pharmaceuticals declined by a substantial 26.0% to €3,467 million. The significant
increase in net special charges, from €137 million in 2019 to €1,565 million in 2020, had a
negative impact. The special charges in 2020 primarily arose in connection with the settlement
agreement reached in the Essure™ litigation in August.
Special Items1 Pharmaceuticals
€ million
Restructuring
Integration costs
Litigations / legal risks
Impairment losses / loss reversals
Other
Total special items
EBIT
Q4 2019
EBIT
Q4 2020
(144)
–
72
–
–
(72)
101
(35)
–
(4)
(53)
9
EBIT
2019
(157)
–
23
(3)
–
EBIT
2020
71
(35)
(1,543)
(5)
(53)
(137)
(1,565)
EBITDA
Q4 2019
EBITDA
Q4 2020
EBITDA
2019
EBITDA
2020
(31)
–
72
–
–
41
(25)
(35)
–
(4)
(53)
(117)
(44)
–
23
(3)
–
(24)
(69)
(35)
(1,543)
(5)
(53)
(1,705)
A 2.2.2/6
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Fourth quarter of 2020
Sales
Sales at Pharmaceuticals rose by 0.5% (Fx & portfolio adj.) to €4,476 million in the fourth quarter.
Significant sales gains for important products more than offset the negative effects arising from
the introduction of the volume-based procurement policy in China.
The Xarelto™ growth trend continued in the fourth quarter. Strong volume gains, especially in
Russia and China, were partly offset by a decrease in sales in Germany and lower license
revenues in the United States as a result of currency effects. Sales of Eylea™ were up slightly
year on year, with the launch of the Eylea™ prefilled syringe contributing to growth. We posted
considerable growth for Aspirin™ Cardio due to increased demand in China and Mexico. Fourth-
quarter sales of Adempas™ included the proportionate recognition of the milestone payment
under the sGC collaboration with Merck & Co., United States, for the contract term to date. Sales
of our multiple sclerosis treatment Betaferon™ / Betaseron™ continued to decline sharply, largely
due to heavy competition in the United States and Germany.
Earnings
EBITDA before special items rose by 9.9% to €1,539 million in the fourth quarter. Alongside the
proportionate recognition of the Adempas™ milestone payment in sales, the significant growth in
earnings was mainly driven by a decrease in selling expenses that was partly attributable to the
COVID-19-related restrictions. We also recorded a decline in the cost of goods sold against the
prior-year period. Earnings were diminished by a negative currency effect of €85 million.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
88
EBIT at Pharmaceuticals rose by a substantial 23.4% to €1,308 million after net special gains of
€9 million (Q4 2019: net special charges of €72 million). Special items in the “Restructuring”
category were positive overall, partly due to the impairment loss reversal on a production facility at
our Wuppertal site, while special charges arose in connection with the termination of development
for vilaprisan and the integration of AskBio.
Consumer Health
Stable market growth
Growth of the global consumer health market in 2020 was 4% on a currency-adjusted basis
(2019: 4%). While overall market growth remained stable, we saw a sharp rise in products that
help support people’s immune systems leading to high growth in the nutritionals category. On the
other hand, the social distancing and hygiene measures led to a sharp decline in the incidence of
flu around the world which led to a decline in the sales of cough and cold products.
Q4 2019
Q4 2020
Reported Fx & p adj.
1,337
1,250
– 6.5
+ 3.1
Change %1
Key Data – Consumer Health
€ million
Sales
Changes in sales1
Volume
Price
Currency
Portfolio
Sales by region
Europe / Middle East / Africa
North America
Asia / Pacific
Latin America
EBITDA1
Special items1
EBITDA before special items1
+ 3.0%
+ 3.2%
+ 1.4%
– 7.1%
+ 0.7%
+ 2.4%
– 8.4%
– 1.2%
479
547
160
151
266
(33)
299
452
492
178
128
233
(25)
258
EBITDA margin before special items1
22.4%
20.6%
EBIT1
Special items1
EBIT before special items1
Net cash provided
by operating activities
Cash flow-relevant capital
expenditures
Research and development expenses
381
162
219
246
59
58
352
174
178
276
+ 12.2
75
53
+ 27.1
– 8.6
+ 1.3
– 0.1
+ 14.3
+ 8.8
– 5.6
– 10.1
+ 11.3
– 15.2
– 12.4
– 13.7
– 7.6
– 18.7
A 2.2.2/7
Change %1
2020
Reported Fx & p adj.
5,054
– 7.5
+ 5.2
+ 3.3%
+ 1.9%
– 4.4%
– 8.3%
1,739
2,026
744
545
1,060
(54)
1,114
22.0%
992
199
793
+ 2.6
+ 4.7
+ 6.1
+ 14.1
– 5.4
– 11.1
– 0.7
– 8.4
– 21.9
– 2.5
+ 24.9
– 2.1
987
+ 12.7
159
195
– 5.9
– 10.6
2019
5,462
+ 0.9%
+ 1.7%
+ 1.2%
– 3.6%
1,838
2,280
749
595
1,357
215
1,142
20.9%
794
(16)
810
876
169
218
2019 figures restated
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Sales
Sales at Consumer Health rose by 5.2% (Fx & portfolio adj.) in 2020 to €5,054 million. The greater
focus on health and prevention in connection with the COVID-19 pandemic generated substantial
growth in demand in all regions, especially in the Nutritionals category. At the same time,
increased protection and hygiene measures led to a decline in sales of cough and cold products.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
89
Sales by Category
€ million
Consumer Health
Nutritionals
Allergy & Cold
Dermatology
Pain & Cardio
Digestive Health
Other2
Q4 2019
Q4 2020
Reported Fx & p adj.
Change %1
1,337
1,250
299
298
279
222
196
42
331
253
259
207
186
14
– 6.5
+ 10.7
– 15.1
– 7.2
– 6.8
– 5.1
+ 3.1
+ 21.8
– 9.0
0.0
+ 4.5
+ 1.0
– 66.7
– 19.2
A 2.2.2/8
Change %1
2019
5,462
1,134
1,155
1,104
818
721
530
2020
Reported Fx & p adj.
5,054
1,313
1,080
1,086
807
717
51
– 7.5
+ 15.8
– 6.5
– 1.6
– 1.3
– 0.6
– 90.4
+ 5.2
+ 22.6
– 4.1
+ 2.5
+ 6.1
+ 2.4
– 3.7
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 The divested prescription dermatology (outside the United States), sun care and foot care businesses are included until the dates they were transferred
(July 1, 2019; August 30, 2019; and November 1, 2019, respectively).
// In Europe / Middle East / Africa, sales rose by 2.6% (Fx & portfolio adj.) to €1,739 million.
The increase was mainly attributable to the significant growth in demand for products in the
Nutritionals category. In addition, we saw encouraging sales gains in the Dermatology
category, especially for Bepanthen™ in the Middle East and Germany. Business also expanded
in the Pain & Cardio category. By contrast, sales of cough and cold products fell significantly
due to the increased protection and hygiene measures.
// Sales in North America advanced by 4.7% (Fx & portfolio adj.) to €2,026 million. The
Nutritionals category showed double-digit percentage growth that was driven by continued
strong demand, particularly for our One A Day™ vitamins, which also benefited from product
line extensions launched at the start of the year. We also registered encouraging growth in the
Digestive Health and Pain & Cardio categories. Our Allergy business saw an increase in sales
of Claritin™, while business with cough and cold products declined in this region, as well, due
to the increased protection and hygiene measures.
// Business in Asia / Pacific expanded by 6.1% (Fx & portfolio adj.) to €744 million, largely as a
result of high demand for products in the Nutritionals category in Southeast Asia and China.
Sales also rose in the Dermatology category due to the positive performance of Canesten™.
Business in the Pain & Cardio and Allergy & Cold categories declined, mainly due to constraints
related to COVID-19.
// In Latin America, sales climbed by 14.1% (Fx & portfolio adj.) to €545 million, with significant
growth particularly for Redoxon™ in the Nutritionals category and for Aspirin™ in the Pain &
Cardio category. In addition, we recorded inflation-driven price increases across all categories
in Argentina.
Earnings
EBITDA before special items declined by 2.5% to €1,114 million in 2020 (2019: €1,142 million).
The EBITDA margin before special items improved by 1.1 percentage points to 22.0%. Earnings
primarily benefited from the significant increase in sales and the contributions from the efficiency
program initiated in late 2018. Currency effects of €69 million, the absence of contributions from
the businesses divested in 2019, and increased costs in connection with the COVID-19 pandemic
had a negative impact.
EBIT at Consumer Health came in at €992 million (2019: €794 million), after net special gains of
€199 million (2019: net special charges of €16 million) that arose primarily in connection with the
impairment loss reversals recorded for Claritin™ and Afrin™.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
90
Special Items1 Consumer Health
€ million
Restructuring
Divestments
Impairment losses / loss reversals
Total special items
EBIT
Q4 2019
EBIT
Q4 2020
(35)
2
195
162
(25)
–
199
174
EBIT
2019
(107)
320
(229)
(16)
EBIT
2020
(54)
–
253
199
EBITDA
Q4 2019
EBITDA
Q4 2020
EBITDA
2019
EBITDA
2020
(35)
2
–
(33)
(25)
–
–
(25)
(106)
321
–
215
(54)
–
–
(54)
A 2.2.2/9
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Fourth quarter of 2020
Sales
In the fourth quarter of 2020, sales at Consumer Health increased by 3.1% (Fx & portfolio adj.)
to €1,250 million, continuing the previous quarter’s positive business development. In the
Nutritionals category in particular, we again posted significant gains across all regions. At the
same time, increased protection and hygiene measures led to a decline in sales of cough and
cold products.
Earnings
EBITDA before special items declined by 13.7% in the fourth quarter of 2020 to €258 million
(Q4 2019: €299 million). The decline in earnings was due to negative currency effects of
€28 million, portfolio effects and increased costs in connection with the COVID-19 pandemic.
Positive earnings effects primarily came from the growth in sales and the contributions from the
efficiency program initiated in late 2018.
EBIT at Consumer Health amounted to €352 million (Q4 2019: €381 million), after net
special gains of €174 million (Q4 2019: €162 million) that arose primarily in connection with the
impairment loss reversal recorded for Claritin™.
2.2.3 Value-Based Performance
Value-Based Performance
€ million
EBIT1
Taxes1, 3
NOPAT1
Average capital employed1
ROCE1
WACC1
Crop Science
Pharmaceuticals
Consumer Health
2019
514
(123)
391
2020
(18,629)
4,471
(14,158)
58,590
49,502
0.7%
6.8%
– 28.6%
6.8%
2019
4,686
(1,125)
3,561
14,966
23.8%
6.8%
2020
3,467
(832)
2,635
16,554
15.9%
6.8%
2019
794
(191)
603
10,496
5.7%
6.8%
2020
992
(238)
754
9,802
7.7%
6.8%
2019 figures restated to reflect the recognition of Animal Health and Currenta as discontinued operations
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Including Reconciliation
3 24% on EBIT; based on historical average of tax rates
4 At the divisional level, ROCE is compared with the WACC of the Bayer Group as we do not report WACC for the individual divisions.
Bayer’s ROCE in 2020 amounted to minus 16.5% and was therefore significantly below the cost
of capital (6.8%). This negative development against the prior year is mainly due to significant
special charges within the Crop Science and Pharmaceuticals divisions. Both divisions saw a
decline in net operating profit after tax (NOPAT), which was weighed down by high provisions for
litigations. At Crop Science, there was a further negative effect from the aforementioned
impairment charges. Consumer Health increased its ROCE year on year, with the division
benefiting from an increase in NOPAT that was driven by impairment loss reversals and a further
decline in its capital base.
A 2.2.3/1
Group2
2020
2019
4,162
(16,169)
(999)
3,881
3,163
(12,288)
84,768
74,678
3.7%
6.8%
– 16.5%
6.8%
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
91
The following overview shows the components of the average capital employed used in
calculating ROCE.
Components of Capital Employed1
€ million
Goodwill
Other intangible assets
Property, plant and equipment
Other financial assets2
Inventories
Trade accounts receivable
Other receivables2
Deferred tax assets2, 3
Claims for income tax refunds
Assets held for sale
Gross capital employed
Other provisions2
Trade accounts payable
Other liabilities2
Refund liabilities
Contract liabilities
Financial liabilities2
Deferred tax liabilities2, 3
Income tax liabilities
Liabilities directly related to assets held for sale
Capital employed
Average capital employed
A 2.2.3/2
Dec. 31,
2019
Dec. 31,
2020
39,312
34,710
12,487
92
10,650
11,459
2,016
7,676
1,652
124
36,080
26,029
11,710
144
10,961
9,555
1,842
2,381
1,233
113
120,178
100,048
(6,662)
(6,321)
(2,515)
(4,239)
(4,052)
(3)
(9,350)
(2,243)
(219)
84,574
84,768
(14,071)
(5,683)
(2,957)
(4,463)
(4,312)
(2)
(1,263)
(2,516)
–
64,781
74,678
2019 figures restated to reflect the recognition of Animal Health and Currenta as discontinued operations
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Selected items of the component; items that were predominantly non-interest-bearing or nonoperating in nature were eliminated
from capital employed
3 Here we have elected to present deferred tax assets and liabilities as gross amounts for 2019. In the Bayer Group Statements of
Financial Position (Table B3), by contrast, they are presented in net terms.
2.2.4 Asset and Financial Position of the Bayer Group
Financial management of the Bayer Group
The financial management of the Bayer Group is conducted centrally. Capital is a global resource,
generally procured centrally and distributed within the Bayer Group. The foremost objectives of
our financial management are to help bring about a sustained increase in corporate value and to
ensure the Group’s liquidity and creditworthiness. This involves optimizing the capital structure
and effectively managing risks. The management of currency, interest-rate, commodity-price and
default risks helps to reduce the volatility of our earnings.
See also A 1.2.3
The contracted rating agencies assess Bayer as follows:
Rating
S & P Global Ratings
Moody’s
Fitch Ratings
Long-term
rating
Short-term
rating
BBB
Baa1
BBB+
A2
P2
F2
A 2.2.4/1
Outlook
stable
negative
stable
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
92
These investment grade ratings from all three agencies reflect the company’s high solvency and
ensure access to a broad investor base for financing purposes. Our stated aim is to regain
A-category long-term ratings in the future.
As a matter of principle, we pursue a prudent debt management strategy to ensure flexibility,
drawing on a balanced financing portfolio. This is fundamentally based on bonds in various
currencies, syndicated credit facilities, bilateral loan agreements and a global commercial paper
program.
We use financial derivatives to hedge against risks arising from business operations or financial
transactions, but do not employ contracts in the absence of an underlying transaction. It is our
policy to diminish default risks by selecting trading partners with a high credit standing. We
closely monitor the execution of all transactions, which are conducted in accordance with Bayer
Group policies.
See also A 3.2.2
Liquidity and Capital Expenditures of the Bayer Group
Bayer Group Summary Statements of Cash Flows
€ million
Q4 2019
Q4 2020
2019
2020
A 2.2.4/2
Net cash provided by (used in) operating activities
from continuing operations
Net cash provided by (used in) operating activities
from discontinued operations
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Change in cash and cash equivalents due to business activities
Cash and cash equivalents at beginning of period
Change due to exchange rate movements and to changes
in scope of consolidation
Cash and cash equivalents at end of period
2019 figures restated
3,307
697
7,983
4,569
(61)
3,246
35
(4,471)
(1,190)
4,410
(35)
3,185
54
751
(194)
(1,354)
(797)
5,067
(79)
4,191
224
8,207
(671)
(8,389)
(853)
4,052
(14)
3,185
334
4,903
(4,073)
423
1,253
3,185
(247)
4,191
Net cash provided by operating activities
The net operating cash flow from continuing operations in 2020 came to €4,569 million (2019:
€7,983 million). The decline compared with the prior year was largely attributable to payments of
€3.9 billion to resolve litigations. Total net operating cash flow came to €4,903 million (2019:
€8,207 million).
Net cash used in investing activities
Investing activities led to a net cash outflow of €4,073 million (2019: €671 million). The cash
outflows for property, plant and equipment and intangible assets included in this figure declined
by 8.8% to €2,418 million (2019: €2,650 million). Divestment proceeds less transferred cash
amounted to €4,172 million (2019: €2,546 million) and mainly pertained to the sale of the Animal
Health business unit. Cash outflows for acquisitions less acquired cash amounted to €2,263 million
(2019: €410 million). This includes the acquisitions of Asklepios BioPharmaceutical, Inc., United
States, and KaNDy Therapeutics Ltd., United Kingdom. The net cash outflow for current financial
assets was €4,455 million (2019: €303 million) and mainly resulted from investments in money
market funds. This line item also included the €1.5 billion in cash inflows in the fourth quarter from
the sale of Elanco shares.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
93
Net cash provided by financing activities
There was a net cash inflow of €423 million for financing activities (2019: outflow of
€8,389 million). This included net borrowings of €4,467 million (2019: net loan repayments of
€4,296 million). The difference to the prior year partly reflects the €6 billion bond issuance in
July 2020 and the repayment of bonds in 2019, particularly in the fourth quarter. Net interest
payments decreased to €1,276 million (2019: €1,478 million). The Bayer Group paid a dividend
of €2,768 million (2019: €2,615 million).
Free cash flow
Free cash flow (total), which is the total operating cash flow less capital expenditures plus interest
and dividends received less interest paid, was €1,343 million in 2020 (2019: 4,214 million).
Capital expenditures
Cash Flow-Relevant Capital Expenditure for Property, Plant and Equipment and for Intangible
Assets
A 2.2.4/3
€ million
Crop Science
Pharmaceuticals
Consumer Health
Reconciliation
Group1
1 Group total including continuing and discontinued operations
2019
1,203
811
169
269
2020
1,103
915
159
209
2,650
2,418
Crop Science continuously invests in its global production network for crop protection products
and seeds as well as in research, development and digital transformation. The largest capital
expenditure projects in 2020 included the expansion of fungicide production in Germany
(€36 million). In the United States, we invested in the sourcing of an important raw material used
in the production of glyphosate (€13 million). Alongside these projects, the development of digital
solutions for our customers was a key focus of our capital expenditures in 2020 and will remain
so in the coming years.
At Pharmaceuticals, the largest expenditures for property, plant, and equipment in 2020 were
for the development of a modular production center for biologicals in Berkeley, United States
(€65 million); modernization programs for the production network of our product supply
organization at the sites in Leverkusen, Germany; Turku, Finland; and Garbagnate, Italy
(€66 million); the building of a new research facility in Wuppertal, Germany (€55 million); and
the construction of a sterile filling plant in Berlin, Germany (€27 million).
At approximately €24 million, Consumer Health’s largest investment was the GMP upgrade
program across its global production sites.
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
94
Material Capital Expenditures for Property, Plant and Equipment
Crop Science
Expansion of production capacities for fungicides in Dormagen, Germany
Expansion of research and development facilities in Monheim, Germany
Establishment of a production site for fungicides in Kansas City, Missouri, U.S.A.
Expansion of production capacities for insecticides in Vapi, India
Construction of a corn seed production site in Pochuyki, Ukraine
Construction of a corn breeding station in Marana, Arizona, U.S.A.
Expansion of R&D facilities in Petrolina, Brazil
Expansion of R&D facilities in Chesterfield, Missouri, U.S.A.
Construction of a cotton seed production site in Lubbock, Texas, U.S.A.
IT solutions to support digital transformation
Sourcing of a raw material used in the production of glyphosate in Soda Springs, U.S.A.
Implementation of sustainability measures in Soda Springs, U.S.A.
Pharmaceuticals
Expansion of Eylea™ production capacities in Berlin, Germany, and Shiga, Japan
Pilot facility for solids production in Leverkusen, Germany
Modernization of production facilities at sites across the production network
(Leverkusen, Germany; Garbagnate, Italy; Turku, Finland)
A 2.2.4/4
2020
ongoing
ongoing
ongoing
ongoing
2019
initiated1
ongoing
completed
ongoing
ongoing2
completed
initiated
ongoing
completed
completed
ongoing
initiated
initiated
ongoing
ongoing
ongoing
ongoing
ongoing
ongoing
completed
completed
ongoing
Construction of a new research building (preclinical pharmacology) in Wuppertal (Aprath),
Germany
ongoing
ongoing
Modernization of research facilities in Berlin, Germany
Expansion of active ingredient production for Xarelto™ in Bergkamen, Germany
Construction of modular production center for biologicals in Berkeley, U.S.A.
Construction of a sterile filling plant for launch products in Berlin, Germany
Expansion of Xarelto™ production in Bitterfeld, Germany
Expansion of active ingredient production for acarbose in Wuppertal, Germany
Expansion of packaging capacities in Beijing, China
Construction of a new production facility for solid launch products
in Leverkusen, Germany
ongoing
ongoing
ongoing
ongoing
ongoing
ongoing
ongoing
completed
ongoing
ongoing
completed
ongoing
initiated
initiated
Consumer Health
Upgrade of global production site facilities to new GMP standards
ongoing
ongoing
1 New capital expenditure project initiated at the same site
2 Work continued in 2019 and 2020
Liquid assets and net financial debt
Net Financial Debt1
€ million
Bonds and notes
of which hybrid bonds2
Liabilities to banks3
Lease liabilities
Liabilities from derivatives4
Other financial liabilities
Receivables from derivatives4
Financial debt
Cash and cash equivalents
Current financial assets5
Net financial debt
A 2.2.4/5
Dec. 31,
2019
Dec. 31,
2020 Change %
33,569
36,745
4,528
4,062
1,251
123
89
(76)
4,532
3,671
1,137
136
77
(141)
39,018
41,625
(3,185)
(1,765)
(4,191)
(7,393)
+ 9.5
+ 0.1
– 9.6
– 9.1
+ 10.6
– 13.5
+ 85.5
+ 6.7
+ 31.6
.
34,068
30,041
– 11.8
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Classified as debt according to IFRS
3 Including both financial and nonfinancial liabilities
4 Including the market values of interest-rate and currency hedges of recorded transactions
5 Including short-term receivables with maturities between 3 and 12 months outstanding from banks and other companies,
financial investments in debt and equity instruments that were recorded as current on first-time recognition, and shares in Elanco
and Covestro
Bayer Annual Report 2020
2.2 Earnings; Asset and Financial Position of the Bayer Group
A Combined Management Report
95
In 2020, the Bayer Group’s net financial debt decreased by €4.0 billion to €30.0 billion. Cash
inflows from operating activities and the sale of the Animal Health business unit, along with
positive currency effects, more than offset the cash outflows for dividends, the acquisition of the
U.S. pharmaceutical company Asklepios BioPharmaceutical, Inc. and settlement payments for
litigations in the United States.
Financial debt included four subordinated hybrid bonds with a total volume of €4.5 billion, 50%
of which is treated as equity by the rating agencies. As such, the hybrid bonds have a positive
impact on the Group’s rating-specific debt indicators.
In July 2020, Bayer AG placed bonds with a total volume of €6.0 billion. The issuance
comprised four €1.5 billion tranches with maturities of 4 years, 6.5 years, 9.5 years and 12 years.
The coupons on the notes are 0.375%, 0.75%, 1.125% and 1.375%, respectively.
In addition, debt instruments (exchangeable bond) with a nominal volume of €1.0 billion were
repaid in cash in June 2020.
The increase in current financial assets mainly resulted from investments in money market funds.
Asset and Capital Structure of the Bayer Group
Bayer Group Summary Statements of Financial Position
€ million
Noncurrent assets
Assets held for sale
Other current assets
Current assets
Total assets
Equity
Noncurrent liabilities
Current liabilities
Liabilities directly related to assets held for sale
Total current liabilities
Liabilities
Total equity and liabilities
2019 figures restated
A 2.2.4/6
Dec. 31,
2019
Dec. 31,
2020
Change
(%)
93,735
1,137
31,302
32,439
81,386
113
35,547
35,660
126,174
117,046
47,433
55,526
22,553
662
23,215
78,741
30,699
49,619
36,728
–
36,728
86,347
126,174
117,046
– 13.2
– 90.1
+ 13.6
+ 9.9
– 7.2
– 35.3
– 10.6
+ 62.9
– 100.0
+ 58.2
+ 9.7
– 7.2
Between December 31, 2019, and December 31, 2020, total assets decreased by €9.1 billion.
Noncurrent assets declined by €12.3 billion to €81.4 billion, mainly due to a €3.2 billion reduction
in goodwill and a €8.7 billion decrease in other intangible assets that primarily related to the
aforementioned impairment charges at Crop Science.
Total current assets increased by €3.2 billion to €35.7 billion, driven by a €5.6 billion increase in
other financial assets and a €1.0 billion rise in cash and cash equivalents. The liquidity arising from
the proceeds of the sale of the Animal Health business unit to Elanco and from the bond issuance
was invested in money market funds. This stood against a €2.1 billion decline in trade accounts
receivable due to lower sales, the improved collection of receivables and foreign currency effects
as of the closing date, along with a €1.0 billion reduction in assets held for sale that primarily
pertained to the aforementioned divestment to Elanco.
Bayer Annual Report 2020
2.3 Alternative Performance Measures Used by the Bayer Group
A Combined Management Report
96
Equity declined by €16.7 billion compared with December 31, 2019, to €30.7 billion, mainly due
to the negative earnings impact in 2020 (€10.5 billion), the dividend payment (€2.8 billion) and
negative currency effects (€3.5 billion). The equity ratio declined to 26.2% as of December 31,
2020 (December 31, 2019: 37.6%).
Liabilities as of December 31, 2020, rose by €7.6 billion to €86.3 billion, largely as a result of
changes in provisions for litigations. Allocations of €13.4 billion were made for this purpose in
2020, while provisions of €4.2 billion were utilized and there were positive currency effects of
€1.1 billion. The resulting €8.1 billion increase comprised €7.3 billion in current provisions and
€0.8 billion in noncurrent provisions. Noncurrent financial liabilities increased by €6.0 billion due
to the issuance of new bonds. The reclassification of bonds and liabilities to banks to current
financial liabilities (€7.6 billion) along with positive currency effects (€2.1 billion) resulted in a
€3.7 billion net decline in noncurrent financial liabilities. The €2.4 billion decline in deferred tax
liabilities to €1.3 billion was primarily attributable to the aforementioned impairment charges at
Crop Science. In connection with the acquisitions of Noho Health, Inc., United States, and
Asklepios BioPharmaceutical, Inc., United States, liabilities were recognized for potential
milestone payments in the future and for commitments to purchase additional shares. The
liabilities directly related to assets held for sale and discontinued operations recognized in the
prior year (€0.7 billion) were derecognized following the divestment to Elanco.
2.3 Alternative Performance Measures
Used by the Bayer Group
The Combined Management Report and the Consolidated Financial Statements of the Bayer
Group are prepared according to the applicable financial reporting standards. In addition to the
disclosures and metrics these require, Bayer publishes alternative performance measures (APMs)
that are not defined or specified in these standards and for which there are no generally accepted
reporting formats. Bayer calculates APMs to enable a comparison of performance indicators over
time and against those of other companies in its industry sectors. These APMs are calculated by
making certain adjustments to items in the statement of financial position or the income statement
prepared according to the applicable financial reporting standards. Such adjustments may result
from differences in calculation or measurement methods, nonuniform business activities or special
factors affecting the information value of these items. The APMs determined in this way apply to
all periods and are used both internally for business management purposes and externally by
analysts, investors and rating agencies to assess the company’s performance. Bayer determines
the following APMs:
// Change in sales (reported, currency-adjusted, currency- and portfolio-adjusted)
// EBITDA
// EBITDA before special items
// EBITDA margin before special items
// EBIT
// EBIT before special items
// Core earnings per share
// Net financial debt
// Return on capital employed (ROCE)
// Net operating profit after tax (NOPAT)
// Capital employed
// Weighted average cost of capital (WACC)
// Free cash flow
// Forecast key financial data
See also “About this
Report” and Note [2] to
B Consolidated Financial
Statements
Bayer Annual Report 2020
2.3 Alternative Performance Measures Used by the Bayer Group
A Combined Management Report
97
The (reported) change in sales is a relative indicator. It shows the percentage by which sales
varied from the previous year.
The currency-adjusted or currency- and portfolio-adjusted change in sales shows the
percentage change in sales excluding the impact of exchange rate effects and, in the latter case,
disregarding material acquisitions and divestments as well. Exchange rate effects are generally
calculated on the basis of the functional currency valid in the respective country. An exception
existed in Argentina, primarily in our crop protection business, where the currency effect was
calculated on the basis of the U.S. dollar instead of the functional currency.
EBITDA stands for earnings before interest, taxes, depreciation and impairment losses / loss
reversals on property, plant and equipment, impairment losses on goodwill, and amortization
and impairment losses / loss reversals on other intangible assets. This performance indicator
neutralizes the effects of the financial result along with distortions of operational performance that
result from divergent depreciation and amortization methods and the exercise of measurement
discretion. EBITDA is EBIT plus the amortization of intangible assets and the depreciation of
property, plant and equipment, plus impairment losses and minus impairment loss reversals,
recognized in profit or loss during the reporting period.
EBIT (earnings before interest and taxes) serves to present a company’s performance while
eliminating the effects of differences among local taxation systems and different financing
activities.
See B 1 of the Notes to
the Consolidated
Financial Statements for
the reconciliation to EBIT
EBITDA before special items and EBIT before special items show the development of the
operational business irrespective of the effects of special items, i.e. special effects for the
Bayer Group with regard to their nature and magnitude. These may include acquisition costs,
divestments, litigations, restructuring, integration costs, impairment losses and impairment loss
reversals. In the calculation of EBIT before special items and EBITDA before special items,
special charges are added and special gains subtracted.
The EBITDA margin before special items is a relative indicator used by Bayer for internal and
external comparisons of operational earnings performance. It is the ratio of EBITDA before special
items to net sales.
The APM core earnings per share (core EPS) from continuing operations is based on the concept
of earnings per share (EPS) as defined in IAS 33. Core EPS forms the basis of the Bayer Group’s
dividend policy.
Core EPS is calculated using the following method: Based on EBIT (as per the income
statements), the special items, impairment losses on goodwill, amortization / impairment losses /
loss reversals on other intangible assets, impairment losses / loss reversals on property, plant and
equipment and the accelerated depreciation included in special items are neutralized to determine
core EBIT. This enables a comparison of performance over time. Core EBIT is reconciled to core
net income from continuing operations. This is calculated by adding the core financial result to
core EBIT. Special items in the financial result include nonrecurring financial expenses or income
that are not part of our normal financing activities. These primarily pertain to changes in the fair
value of equity instruments that are not held for medium- or long-term strategic purposes, as well
as to nonrecurring financial expenses or income arising from acquisitions, divestments and
litigations. Income taxes – net of special items – are then deducted from this figure to give core
net income. Special items relating to income taxes include material effects from tax reforms,
among other things.
See A 2.2.1/3 for the
calculation of core EPS,
and A 2.2.1 for further
details
Bayer Annual Report 2020
2.3 Alternative Performance Measures Used by the Bayer Group
A Combined Management Report
98
Core EPS is then calculated by dividing core net income by the weighted average number of
shares.
As core EPS is calculated for each interim reporting period, core EPS for the fiscal year or for
each interim reporting period up to the respective closing date may deviate from the cumulated
core EPS for the individual interim reporting periods.
Net financial debt is an important financial management indicator for the Bayer Group and is used
both internally and externally in assessing its liquidity, capital structure and financial flexibility.
The return on capital employed (ROCE) measures the capital return over a specified period and is
employed as a strategic indicator to evaluate value creation. It is the ratio of net operating profit
after taxes (NOPAT) to the average capital employed in a fiscal year. NOPAT is calculated by
subtracting income taxes from EBIT. Income taxes are calculated by multiplying EBIT by a uniform
tax rate that is based on a historical average of tax rates.
See A 2.2.4/5 for the
calculation of net
financial debt
See A 2.2.3 for the
calculation of ROCE
The capital employed by Bayer is the total carrying amount of operational noncurrent and current
assets, minus liabilities that are largely non-interest-bearing in character and / or would distort the
capital base. An average value, calculated from the values at the end of the prior year and of the
reporting year, is used to depict the change in capital employed during the reporting year.
See A 2.2.3 for the
calculation of capital
employed
The ROCE is compared to the weighted average cost of capital (WACC), which is the return
expected by the providers of equity and debt. If the ROCE exceeds the WACC, return
expectations have been exceeded, indicating that value has been created.
The WACC is based on an after-tax approach and calculated at the start of the year as the
weighted average of the equity and debt cost factors. The cost of equity is determined using the
capital asset pricing model (CAPM), while the debt-capital cost factor is calculated based on the
average returns of ten-year Eurobonds issued by industrial companies. Further information on the
segment-specific capital cost factors used in impairment testing is provided in Note [4] to B
Consolidated Financial Statements.
Free cash flow (FCF) is an alternative performance measure that is based on the cash flow from
operating activities under IAS 7. FCF illustrates the cash flows available for paying dividends and
reducing debt as well as for investing in innovation and acquisitions. It is calculated by subtracting
cash outflows for additions to property, plant and equipment and intangible assets from the cash
flow from operating activities from continuing and discontinued operations, adding interest and
dividends received along with interest received from interest-rate swaps, and deducting interest
paid including interest-rate swaps.
The forward-looking key performance indicators published in the forecast for key financial data
are based on data that is determined in the course of our planning process. The key financial data
in the forecast is determined in accordance with the applied accounting policies and with the
calculation models for alternative performance measures described in this chapter.
Bayer Annual Report 2020
A Combined Management Report
99
3.1 Future Perspectives
3. Report on Future Perspectives
and on Opportunities and Risks
3.1 Future Perspectives
3.1.1 Economic Outlook
Economic Outlook
World
European Union2
of which Germany
United States
Emerging Markets3
A 3.1.1/1
Growth
forecast1
2021
+ 4.4%
+ 3.3%
+ 2.8%
+ 4.0%
+ 5.8%
Growth1
2020
– 3.9%
– 6.7%
– 5.3%
– 3.6%
– 2.1%
1 Real GDP growth: Source: IHS Markit
2 EU excluding United Kingdom
3 Including about 50 countries defined by IHS Markit as emerging markets in line with the World Bank
As of January 2021
Global economy expected to recover in 2021
In 2021, we expect the world economy to slowly recover from the deep recession seen in 2020.
Global economic output is projected to increase substantially. The COVID-19 pandemic will likely
continue to weigh on growth, with protective measures and contact restrictions remaining
necessary in many countries and government assistance programs potentially being scaled back.
However, vaccines are expected to be widely available throughout the world over the course of
the year, helping to gradually contain the pandemic. This will likely trigger an increase in private
consumption in the second half of the year and a further normalization of the economy. The
recovery is expected to be particularly strong in the United States and the Emerging Markets,
especially China and India. By contrast, the recovery in the European Union is likely to be
somewhat slower, mainly due to a potential further increase in unemployment.
The economic forecasts – including those for our divisions – continue to involve considerable
uncertainties with regard to the further development of the pandemic.
Economic Outlook for the Divisions
Seeds and crop protection market1
Pharmaceuticals market2
Consumer health market3
A 3.1.1/2
Growth
forecast
2021
+ 2%
+ 5%
+ 2%
Growth
2020
+ 2%
+ 3%
+ 4%
2020 data provisional
1 Bayer’s estimate (as of January 2021), plus various local sources; currency-adjusted
2 Source: IQVIA Market Prognosis (as of September 2020); all rights reserved; currency-adjusted
3 Bayer’s estimate (as of November 2020), taking into account external sources; currency-adjusted
We foresee moderate growth for the global seed and crop protection market (+2%). This will
primarily be driven by strong global demand for corn and soybean, leading to increased acreages
in the North America and Latin America regions and improving farm incomes. However, growth
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3.1 Future Perspectives
will be held back by continuing pressure from the COVID-19 pandemic and regulatory and
competitive factors.
We expect the pharmaceuticals market to expand by 5% in 2021 (2020: 3%). Growth momentum
is expected to be fueled by price and volume increases along with product innovation, especially
in connection with the advancing digital transformation of health care. We anticipate rising growth
rates in all regions compared with 2020, with very positive market development expected in Asia
in particular.
At around 2%, we anticipate that growth of the consumer health market in 2021 will be
significantly below the 2020 level (about 4%), as we cycle over exceptionally high growth seen
during the early phase of the pandemic in 2020. We also expect that social distancing and
economic conditions will continue to put pressure on market growth.
3.1.2 Corporate Outlook
The following forecast is based on the current business development and our internal planning.
It was prepared using the exchange rates as of December 31, 2020. A 1% appreciation
(depreciation) of the euro against all other currencies would decrease (increase) sales by some
€350 million and EBITDA before special items by about €100 million on an annual basis.
In fiscal 2021, we expect to generate sales of approximately €41 billion, which corresponds
to an increase of approximately 3% on a currency- and portfolio-adjusted basis. We are targeting
an EBITDA margin before special items of approximately 26%. Based on the aforementioned
sales figure, this would correspond to EBITDA before special items of between €10.5 billion and
€10.8 billion. We expect core earnings per share to come in at approximately €5.60 to €5.80.
To enhance the comparability of operating performance, we are presenting our forecast on a
currency-adjusted basis as well15.
We expect to post currency-adjusted sales of approximately €42 billion to €43 billion, which
corresponds to an increase of about 3% on a currency- and portfolio-adjusted basis. We expect
to generate an EBITDA margin before special items of around 27% on a currency-adjusted basis.
Based on the currency-adjusted sales forecast, this would correspond to EBITDA before special
items of €11.2 billion to €11.5 billion and core earnings per share of approximately €6.10 to €6.30
on a currency-adjusted basis.
15 Using the average monthly exchange rates from 2020 (see B 3/1)
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3.2 Opportunity and Risk Report
Forecast for 2021
Sales
Crop Science
Pharmaceuticals
Consumer Health
EBITDA
before special items1
Crop Science
Pharmaceuticals
Consumer Health
Financial result (core)2
Tax rate (core)3
Free cash flow1
Net financial debt1
Special items in EBIT
Core earnings per share1
2021 forecast at closing
rates on Dec. 31, 2020
€ billion
~ 41
Fx & p adj.
change (%)
~+ 3
~+ 2
~+ 4
A 3.1.2/1
2021 forecast
(Fx adj.)
Fx & p adj.
change (%)
~+ 3
~+ 2
~+ 4
€ billion
~ 42 to 43
~+ 2 to 3
~+ 2 to 3
2020 figures
Fx & p adj.
change (%)
+ 0.6
+ 1.3
– 1.5
+ 5.2
€ billion
41.4
18.8
17.2
5.1
Margin (%)
Margin (%)
Margin (%)
11.5
4.5
6.0
1.1
– 1.6
23.7%
1.3
30.0
– 23.3
€
6.39
27.7
24.1
34.9
22.0
~ 26
~ 23
~ 32
~ 22 to 23
~ 27
~ 24
~ 32
~ 23
– 1.5
23%
~– 3.0 to – 4.0
~ 35 to 36
– 1.5
€
– 1.6
23%
~– 3.0 to – 4.0
~ 36 to 37
– 1.5
€
5.60 to 5.80
6.10 to 6.30
Fx & p adj. = currency- and portfolio-adjusted
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Financial result before special items
3 (Income taxes + special items in income taxes + tax effects on adjustments) / (core EBIT + financial result + special items in
financial result)
We plan to take total special charges of about €1.5 billion (currency-adjusted) in 2021 in
connection with restructuring and integration measures.
Potential estimation risks regarding special charges in connection with litigations are referenced in
A 3.2 Opportunity and Risk Report.
3.2 Opportunity and Risk Report
3.2.1 Group-wide Opportunity and Risk Management System
As a global life science enterprise, we are exposed to a wide range of internal and external
developments and events that could significantly impact the achievement of our financial and
nonfinancial objectives. Opportunity and risk management is therefore an integral part of
corporate management at Bayer.
Opportunity management system
We identify opportunities as part of the annual strategic planning cycle, during which we analyze
internal and external factors that may affect our business. These may be factors of a social,
economic or environmental nature. The core phase of our strategic planning process takes place
in the first half of the year and starts with a comprehensive analysis of the markets. We build on
this by analyzing the respective market environments to identify opportunities. These analyses
are based on different time periods since trends or developments may impact our business over
the short, medium or long term. In addition, opportunities are identified by the management
and employees through daily observation of internal processes and markets. Depending on
developments, factors affecting our business, such as market risks, may result in either risks or
opportunities.
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3.2 Opportunity and Risk Report
Risk management system
We have implemented a holistic and integrated risk management system designed to ensure the
continued existence and future target attainment of the Group through the early identification,
assessment and treatment of risks.
Our risk management system is aligned to internationally recognized standards and principles
such as the ISO 31000 risk management standard of the International Organization for
Standardization.
Structure of Bayer’s risk management system
Structure of the Risk Management System
A 3.2.1/1
Supervisory Board
Board of Management
Bayer Assurance Committee
Crop Science
Risk early warning system
Pharmaceuticals
Internal control system for
(Group) financial reporting
process
Consumer Health
Compliance management system
Enabling functions
Other systems
(e.g., quality management)
Internal Audit
Operational business
Control and monitoring systems
Process-independent monitoring
Bayer principles, standards, methods and tools
The Board of Management of Bayer AG holds overall responsibility for an effective risk
management system. The Audit Committee of the Supervisory Board examines the
appropriateness and effectiveness of the risk management system at least once a year and
reports to the full Supervisory Board.
The Bayer Assurance Committee, which is chaired by the Chief Financial Officer, is a committee
of the Board of Management. Besides ensuring that appropriate action is taken to control
any substantial risks, the Bayer Assurance Committee regularly discusses and reviews the risk
portfolio and the status of the risk control measures.
Responsibility for the identification, assessment, treatment and reporting of risks lies with the
operational business units in the divisions and enabling functions.
Control and monitoring systems
To enable the Board of Management and the Supervisory Board to monitor material business risks
as required by law, we have implemented a risk early warning system pursuant to Section 91,
Paragraph 2 of the German Stock Corporation Act (AktG), an internal control system for (Group)
accounting and financial reporting processes, and a compliance management system.
Responsibility for these systems lies with different enabling functions. The Internal Audit & Risk
Management enabling function, including in particular this function’s Enterprise Risk Management
unit, steers and coordinates the risk management system. It provides overarching standards,
methods and tools, is responsible for the risk early warning system, steers the annual Enterprise
Risk Management (ERM) process, and ensures reporting to the Bayer Assurance Committee, the
Board of Management and the Supervisory Board.
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3.2 Opportunity and Risk Report
Risk early warning system
Our ERM system meets the requirement set out in Section 91, Paragraph 2 of the German Stock
Corporation Act that a risk early warning system be implemented and used to identify, at an early
stage, developments that are material and / or could endanger the company’s continued
existence. It establishes a consistent framework and uniform standards for the risk early warning
system throughout the Bayer Group.
Internal control system for (Group) accounting and financial reporting
(Report pursuant to Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German
Commercial Code)
As part of the comprehensive risk management system, Bayer has an internal control system (ICS)
in place for the (Group) accounting and financial reporting process. This system comprises
suitable structures and workflows that are defined and implemented throughout the organization.
The purpose of our ICS is to ensure proper and effective accounting and financial reporting in
accordance with Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German
Commercial Code. The ICS is designed to guarantee timely, uniform and accurate accounting for
all business transactions based on applicable statutory regulations, accounting and financial
reporting standards and the internal Group policies that are binding on all consolidated
companies. Risks are identified and assessed, and appropriate countermeasures are taken to
mitigate them. Mandatory, Group-wide standards such as system-based and manual
reconciliation processes and functional separation have been derived from these frameworks and
promulgated throughout the Bayer Group by the Group Finance enabling function on behalf of the
Chief Financial Officer of Bayer AG. These standards are implemented by the Bayer Group
companies. Compliance with these standards is the responsibility of the respective management
teams. The Board of Management of Bayer AG has confirmed the effective functioning of the
ICS and the relevant criteria for the 2020 fiscal year. However, it should be noted that an internal
control system, irrespective of its design, cannot provide absolute assurance that material
misstatements in the financial reporting will be avoided or identified.
Compliance management system
Our compliance management system is aimed at ensuring lawful and responsible conduct by our
employees. It is designed to identify potential violations in advance and systematically prevent
their occurrence. The compliance management system thus contributes significantly to the
integration of compliance into our operating units and their processes. Detailed information on
compliance management can be found in Chapter A 4.2 “Compliance,” which describes in
particular the process of identifying risks and taking measures to mitigate them.
See also A 4.2
Process-independent monitoring
The Internal Audit & Risk Management enabling function conducts independent, risk-based and
objective audit activities, employing a targeted and systematic approach in order to assess and
help improve the effectiveness of corporate governance, risk management and monitoring
processes. In addition, the external auditor, as an independent external body, assesses the
fundamental suitability of the early warning system as part of its audit of the annual financial
statements.
Basic elements of the Bayer risk management system
Risk culture and objectives of the risk management system
All levels of the company are included in risk management in order to heighten the awareness and
understanding of risks. This lays the foundation for a risk culture with independent, proactive and
systematic risk management involving clearly defined roles and responsibilities, principles,
standards, methods, tools and training measures. The aims of the risk management system are to
achieve risk transparency, which also encompasses the early detection of risks, to support risk-
based (treatment) decisions and to ensure compliance with legal requirements. This establishes a
basis for the proper and responsible management of risks.
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3.2 Opportunity and Risk Report
Risk management process
Identification: Risks are identified by risk owners in the divisions and enabling functions. To
support the fullest possible identification of risks, we maintain a risk universe that reflects the
company’s potential risk categories. The Bayer Risk Universe, which is regularly updated,
expressly accounts for risks of a nonfinancial nature that are linked to our business activity or to
our business relationships, products and services. Risks pursuant to the CSR Directive
Implementation Act that relate to environmental, employee and social issues, human rights,
corruption and bribery (compliance) are included as well.
See “About this Report”
for more information on
the nonfinancial
statement pursuant to
the CSR Directive
Implementation Act
Assessment: Where possible, the identified risks are evaluated with regard to their potential
impact and likelihood of occurrence using the following matrix and taking into account established
risk control measures.
Risk Assessment Matrix
A 3.2.1/2
Severe /
> 2,500
Major /
> 1,500 – 2,500
Significant/
> 750 – 1,500
Medium /
> 250 – 750
Moderate /
> 150 – 250
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(
Likelihood of occurrence in a 10-year period (%)
Very unlikely
< 10%
Unlikely
10% – 30%
Possible
30% – 50%
Likely
50% – 70%
Very likely
> 70%
High
Medium
Low
Risks to be reported externally
Risks are classified as high, medium or low when assessing their materiality within the overall
risk portfolio. The extent of the impact is rated in quantitative and / or qualitative terms. The
quantitative assessment reflects a potentially negative effect on cash flows. A qualitative
assessment of the impact is based on criteria such as the effect on our strategy or reputation, the
potential loss of stakeholder confidence, and potential incomplete compliance with sustainability
principles (e.g., in the area of safety, environmental protection or human rights). The higher rating
– qualitatively or quantitatively – determines the overall assessment. The likelihood of occurrence
is calculated based on a maximum period of 10 years. A further aspect we consider is the speed
at which the impact will occur if a risk materializes. Risk categories may potentially influence the
materialization of risks in other categories, a factor that we take into account when assessing the
likelihood of occurrence. For example, developments in the “Social and macroeconomic trends”
risk category may have an influence on the “Regulatory changes,” “Legal / compliance” and
“Product safety and stewardship” categories.
Risks with a potential impact of over €5,000 million are examined separately by the Bayer
Assurance Committee to determine whether they could endanger the company’s continued
existence.
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3.2 Opportunity and Risk Report
Treatment: The risk owners decide on a targeted risk level based on a cost-benefit analysis and
define a risk management strategy as well as risk management measures. These include risk
avoidance, risk reduction, risk transfer and risk acceptance.
Reporting: The results are reported to the Bayer Assurance Committee by the Enterprise Risk
Management unit within the Internal Audit & Risk Management enabling function. In addition, new
risks above a defined threshold are reported to Enterprise Risk Management on an ad-hoc basis
and, if relevant, to the Bayer Assurance Committee and the Chief Financial Officer. A report on the
risk portfolio is submitted to the Board of Management and the Audit Committee of the
Supervisory Board at least once a year.
Monitoring and improvement
The Enterprise Risk Management unit within the Internal Audit & Risk Management enabling
function continuously evaluates whether the principles, standards, methods and tools are
appropriate and up to date.
3.2.2 Opportunity and Risk Status
In this section, we report on material, reportable risks pursuant to German Accounting Standard
No. 20. These include all financial and nonfinancial risks that have been classified as high or
medium and are at least significant in terms of potential impact after taking into account the risk
control measures in place (net risk). They encompass risks falling within the black outline in the
assessment matrix in A 3.2.1/2. In addition, we report relevant risks that from a financial point of
view may not be sufficiently or meaningfully quantifiable, if at all. We also report on the principal
opportunities identified in the course of our opportunity management. Furthermore, we assess the
probability that the effects of individual risks could change significantly during the forecast period.
Our most recent evaluation did not find this to be the case, with the following exception: Legal
proceedings generally involve estimation risks, which may be substantial in some cases. Against
the background of the proceedings in the glyphosate matter, in particular, outcomes of the
mediation process and / or the ongoing litigations may lead to adjustments of the provisions
established in connection with this series of litigations. Such adjustments may materially impact
the forecast issued with respect to the financial position and cash flows.
Comparable risks existing in different divisions of the company are grouped together where
applicable.
According to our understanding, risks relating to the aspects outlined in the CSR Directive
Implementation Act that would have to be reported separately would have to have at least a
“severe” potential impact under the qualitative criterion “potential incomplete compliance with
sustainability principles,” and additionally their likelihood of occurrence would have to be
classified as “very likely.” We did not identify any such risks in 2020.
See also A 3.2.1 and
“About this Report”
The section below details the individual risk categories, how they have been classified and the
divisions concerned. The order in which the risks are listed does not imply any order of
importance. We also describe opportunities and risks of a division-specific nature where relevant.
The divisions mentioned are those that have identified material risks. Other divisions may also be
affected to a lesser extent. Material risks reported by enabling functions are categorized under
“Group,” although they may also affect the divisions.
In addition, the year 2020 was marked by the COVID-19 pandemic, the impact of which gives
rise to risks such as a prolonged, significant decline in global demand as well as unfavorable
geopolitical and macroeconomic effects. Such developments could have consequences for our
company such as a decline in sales, disruptions to our supply chain including the inability to
procure certain materials, an increase in input prices or longer development times. Our earnings,
working capital, cash flow and ability to achieve strategic objectives might continue to be
negatively impacted.
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3.2 Opportunity and Risk Report
Social and macroeconomic trends (High: Group; Medium: Crop Science)16
The growing world population coupled with rising food demand gives rise to opportunities for
our Crop Science Division. In addition, changing consumption patterns and increasing public
awareness of the importance of healthy eating and sustainability, paired with new digital
technologies, are giving rise to new pools of value in the agriculture market. Therefore, while high-
quality seeds and crop protection will remain at our core, we will see opportunities arise to
capture additional value with new customers, new selling approaches and digital capabilities.
Furthermore, the increase in quality of life and life expectancy is leading to a heightened focus
on the medical care needs of elderly patients. To take advantage of the opportunities arising from
the growing demand for innovative health care products to treat age-related diseases, our
Pharmaceuticals Division is concentrating its research and development activities on relevant
therapeutic areas, among other measures.
Moreover, a negative public perception of Bayer represents a risk. For example, modern
agricultural methods, such as the application of certain classes of crop protection products and
the use of genetic engineering, are often the subject of intense public debate and can adversely
affect our reputation. The risk of an increasingly negative public debate that is not primarily based
on science may, for example, lead to legislative and regulatory decisions that are unfavorable to
our company, significantly limiting the use of our products or even resulting in voluntary or
mandated product withdrawals. We are engaged in constant dialogue with interest groups and
regulators to promote scientifically founded, rational and responsible discussions and decision-
making processes.
Furthermore, negative developments of a macroeconomic nature, such as crises in important
sales markets for our company, could weigh on our business and reduce our earnings. Our seed
and crop protection business in particular is cyclical and is shaped by economic developments
and factors including fluctuating weather conditions and pest pressure that may adversely
impact our Crop Science business. We address these influences through our globally diversified
business, flexible supply chain, comprehensive monitoring and assessment of market
developments, and our ability to adjust production volumes to the level of demand forecast in
sales and distribution planning on the basis of an optimized supply chain strategy.
Market developments (Medium: Crop Science)
In the Crop Science Division, we could face increased competition in the seed and crop
protection industry. New competitors entering the market and aggressive marketing and pricing
strategies – not only for generic products – could negatively impact our profitability. Lower-than-
anticipated demand could have a negative effect on our corn seed business, for example. In
addition, increasing digitalization in the agriculture sector could lead to the rise of new players and
alter the market. Greater precision in the application of products could lead to a decline in the
quantities used, which in turn could potentially impact value creation within our crop protection
business. To take account of these developments, we are realigning our business models,
engaging in scientific and commercial partnerships and utilizing our own R&D capabilities. The
unexpected development of resistances, which could impact market growth or the profitability of
our products, represents a further risk. By regularly monitoring such developments, we are able to
initiate industry-wide measures to halt the spread of resistance if necessary. In addition, we
actively update our product portfolio based on anti-resistance strategies.
However, the development of resistance to crop protection products and special traits also
represents an opportunity as a continuous natural driver of innovation. This applies not
only to our core business with crop protection products and high-quality seeds, but also to our
tailored solutions.
16 The classification pertains to the risks.
See also A 1.2 Strategy
See also A 1.2.2
Sustainability
Management
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3.2 Opportunity and Risk Report
New developments such as cell and gene therapies and digitalization are enabling patient needs
to be addressed in a more targeted and sustainable way. This provides an opportunity for our
Pharmaceuticals Division. Cell and gene therapies can be used to treat or potentially even
completely cure numerous as yet untreatable diseases. At the same time, digitalization is leading
to improved diagnostic methods, enabling diseases to be diagnosed and treated in a more
targeted way.
Regulatory changes (High: Pharmaceuticals; Medium: Crop Science, Group)
Our business activity is subject to extensive and changing regulations in which we see increased
risks. For example, further restrictions could be imposed on the sale and use of various crop
protection products, or approvals that have already been granted could be challenged. In
addition, the pricing of pharmaceutical products could become more strictly regulated – not only
for products already exposed to generic competition, but also for innovative, patent-protected
products. Residues of agrochemical products, pharmaceutical compounds or microplastics in the
environment could also become subject to more stringent regulation. In addition, regulatory
changes could affect agricultural imports from other parts of the world and therefore our business
in those regions. Regulatory changes could also cause uncertainty over our products’ patent
protection, potentially resulting in financial losses that may even include the repayment of license
fees. Regulatory changes may also lead to higher product development costs and longer
development times or even necessitate adjustments to our product portfolio, which in turn may
negatively impact our reputation.
We counter such risks by monitoring changes in regulatory requirements in order to adequately
address them within the company. To adapt to these factors, we deploy in-house research and
development capacities, make acquisitions and enter into collaborations, while aligning our
product portfolio to reflect anticipated changes. We also address these risks by engaging in
dialogue with the authorities with the goal of promoting science-based decision-making.
See also A 1.6
Business strategy (Medium: Crop Science, Pharmaceuticals, Group)
Our business strategy is geared toward innovation, which is inherently associated with risks. In
our Pharmaceuticals Division, we see challenges in setting up new therapy platforms, such as
for cell and gene therapy, and in further developing established therapeutic areas through
innovative solutions. In our Crop Science Division, the challenges we face include developing
new business models, such as tailored solutions based on digital applications, and successfully
establishing them on the market. In addition, we might encounter challenges in our endeavors
to implement our voluntary sustainability commitments in a timely manner, which may also be
due to external factors.
We counter these risks by aligning our organization and our processes to existing challenges. In
the Crop Science Division, for example, our digital farming activities are supplemented by
strategic partnerships with leading IT companies where necessary. In the Pharmaceuticals
Division, meanwhile, we are establishing a cell and gene therapy unit.
Research and development (High: Pharmaceuticals)
Across our businesses, we see opportunities both in the continued development of our brands
and in the expansion of our research pipeline as a result of our innovation strength. In the
Pharmaceuticals Division, opportunities arise from digitalization and associated new research and
development methods that save time and increase development effectiveness. We also rely on
networking, both within the company and with external partners, to boost our innovation strength.
This stimulates the development of new products.
See also A 1.2
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3.2 Opportunity and Risk Report
Technological advances in pharmaceutical product development may at the same time also
represent a risk for our company should we not be in a position to play a role in shaping such
advances. Identifying a sufficient number of research candidates and ensuring their appropriate
development represents a challenge. Targeting inlicensing and acquisitions as additional ways to
strengthen our company involves the risk that we may be unable to identify suitable candidates
on financially acceptable terms. Furthermore, we cannot ensure that all of the products we are
currently developing or will develop in the future will obtain their planned approval / registration or
achieve commercial success. These goals may not be reached if, for example, we are unable to
satisfy technical or capacity requirements or meet time constraints in product development, fail to
achieve study objectives or do not allocate financial resources optimally. Delays or cost overruns
may occur during product registration or launch. We counter this risk through holistic portfolio
management, by estimating the probability of success and prioritizing development projects.
Thanks to our innovation capacities and budgets within the Crop Science Division, we anticipate
that we will be able to effectively tackle the challenges faced in developing and introducing
product solutions in agriculture, including longer and more costly development cycles or stricter
regulatory requirements. We plan to further leverage the strengths of the combined R&D platform
to deliver pioneering technologies faster. In addition, we will leverage our existing expertise and
strategically invest in new capabilities to unlock and capture new market segments.
Supply of products (procurement, production, logistics)
(Medium: Crop Science, Pharmaceuticals)
Despite all precautions, operations at our sites may be disrupted by fires, power outages, process
changeovers – including those due to restrictions on the use of certain chemical substances – or
plant breakdowns, for example. In addition, some of our production facilities are located in areas
that may be affected by natural disasters such as flooding or earthquakes. These risks can lead to
production disruptions or stoppages, personal injury, damage to our reputation, and declines in
sales and / or margins, and may also necessitate the reconstruction of damaged infrastructure. If
we are unable to meet product demand, sales may undergo a structural decline because patients
then receive alternative treatments and may not switch back to our products. We address this risk
for certain products by building up safety stocks and by spreading production across multiple
sites, for example. Furthermore, an emergency response system based on a corresponding
corporate policy has been implemented at all our production sites.
Disruptions in our upstream supply chain may also negatively impact our own supply capability.
Certain materials, particularly in our Pharmaceuticals Division, are offered by only a small number
of suppliers. We counter these risks by establishing relationships with alternative suppliers,
concluding long-term agreements, expanding inventories or producing raw materials ourselves.
Supplier risks are regularly reviewed and evaluated.
Marketing, sales and distribution (Medium: Pharmaceuticals)
New product launches present particular challenges for our marketing and distribution
organization since assumptions about aspects such as the market and market circumstances
may not materialize as anticipated. As a result, product launch concepts – including those
related to clinical trials – and the planning or implementation of the distribution strategy could
turn out to be inefficient or inadequate in terms of scheduling. In addition, if competitors’
marketing activities or advertised product characteristics surpass our own efforts in this regard,
this may represent a risk for sales of our products. We address these risks by conducting a
forward-looking analysis of possible scenarios and devising suitable strategies for projects such
as planned product launches.
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3.2 Opportunity and Risk Report
See also A 1.4
Human resources (Medium: Group)
Skilled and dedicated employees are essential for our company’s success. Difficulties in
recruiting, hiring and retaining urgently needed specialized employees (on a regional level) – also
in view of competition between employers – and in employee development could have significant
adverse consequences for our company’s future development. It is also possible that
organizational changes that are not implemented appropriately or transparently may reduce
employee motivation or increase staff turnover. Based on our analysis of future requirements, we
counter these risks by designing appropriate employee recruitment and development measures.
In addition, the alignment of our corporate culture toward diversity and employee needs enables
us to tap the full potential of the employment market. Furthermore, deliberate and transparent
change management forms an integral part of our human resources management and supports
our efforts to constantly motivate our employees.
Information technology (High: Group)
Our business and production processes and our internal and external communications are
dependent on global IT systems. Ensuring the optimal alignment of our IT architecture, which
also encompasses the use of cloud-based services and management of any service providers
commissioned, therefore represents a challenge. As such, system reliability and the confidentiality
of internal and external data are of fundamental importance to us. If the risk of a breach of data
confidentiality, integrity or authenticity, for example due to (cyber) attacks, were to materialize,
it could lead to the manipulation and / or uncontrolled outflow of data and knowledge, and to
reputational damage. Such attacks may also be carried out by in-house personnel. Our business
and / or production processes could also be temporarily disrupted by (cyber) attacks. To counter
these risks, we evaluate and utilize new technologies. Projects and measures have also
been implemented to keep technical security precautions up to date and proactively identify and
examine new threats. In addition, security measures implemented by the Corporate Cyber
Defense Center protect our IT infrastructure against unauthorized access.
Finance and tax (Medium: Group)
Liquidity risk
Liquidity risks are defined as the possible inability of the Bayer Group to meet current or future
payment obligations. They are determined and managed by the Group Finance enabling function
as part of our same-day and medium-term liquidity planning. We hold sufficient liquidity to
ensure the fulfillment of all planned payment obligations throughout the Bayer Group at maturity.
Furthermore, a reserve is maintained for unbudgeted shortfalls in cash receipts or unexpected
disbursements and its balance is regularly reviewed and adjusted. Credit facilities also exist with
banks, including, in particular, an undrawn €4.5 billion syndicated revolving credit facility with a
current maturity of 2025.
Credit risks
Credit risks arise from the possibility that the value of receivables or other financial assets of the
Bayer Group may be impaired because counterparties cannot meet their payment or other
performance obligations. The maximum default risk is reduced by existing collateral, especially
our global credit insurance programs. To manage credit risks from trade receivables, the invoicing
companies appoint credit managers who regularly analyze customers’ creditworthiness. We
generally agree reservation of title with our customers. Credit limits are set for all customers.
In addition, all credit limits for debtors where total exposure is €10 million or more are evaluated
both locally and centrally. Credit risks from financial transactions are managed centrally in the
Group Finance enabling function. To minimize risks, financial transactions are only conducted
within predefined exposure limits and with banks and other partners that preferably have
investment-grade ratings.
Bayer Annual Report 2020
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110
3.2 Opportunity and Risk Report
See also A 3.2.1/2
Risk Assessment Matrix
Opportunities and risks resulting from market price changes
Opportunities and risks resulting from fluctuations in currency exchange rates, interest rates and
commodity prices are managed by the Group Finance enabling function. Risks are avoided or
mitigated through the use of derivative financial instruments. The type and level of currency,
interest-rate and commodity price risks are determined using sensitivity analyses as per IFRS 7
that are based on hypothetical changes in risk variables (such as interest curves) to gauge the
potential effects of market price fluctuations on equity and earnings. Although they fall below the
external reporting threshold under our ERM system, we report on interest-rate and commodity
price risks in this section due to the provisions of IFRS 7.
Foreign currency opportunities and risks for our company arise from changes in exchange
rates and the related changes in the value of financial instruments (including receivables and
payables) and of anticipated payment receipts and disbursements not in the functional
currency. Increased volatilities within the year 2020, especially in emerging market currencies
(BRL, RUB and TRY), have temporarily increased our anticipated foreign exchange risk.
Receivables and payables in liquid currencies from operating activities and financial items are
generally fully exchange-hedged through cross-currency interest-rate swaps and forward
exchange contracts. Anticipated exposure from planned payment receipts and disbursements
in the future is hedged through forward exchange contracts and currency options according to
management guidelines. Sensitivities were determined on the basis of a hypothetical scenario in
which the euro appreciates or depreciates by 10% against all other currencies compared with
the year-end exchange rates. In this scenario, the estimated hypothetical increase or decrease
in cash flows from derivative and nonderivative financial instruments would have improved or
diminished earnings as of December 31, 2020, by €16 million (December 31, 2019: €29 million).
Derivatives used to hedge anticipated currency exposure that are designated for hedge
accounting would have improved or diminished equity (other comprehensive income) by
€319 million (December 31, 2019: €408 million). Currency effects on anticipated exposure are
not taken into account. Of the amount impacting equity, €82 million is related to the Chinese
renminbi (CNY), €61 million to the Brazilian real (BRL), €47 million to the Japanese yen (JPY)
and €33 million to the Canadian dollar (CAD).
Interest-rate opportunities and risks for our company arise from changes in capital market interest
rates, which in turn could lead to changes in the fair value of fixed-rate financial instruments and
changes in interest payments in the case of floating-rate instruments. Interest-rate swaps are
concluded to achieve the target structure for Bayer Group debt. A sensitivity analysis conducted
on the basis of our net floating-rate receivables and payables position at the end of 2020 gave the
following result: A hypothetical increase of one percentage point in these interest rates (assuming
constant currency exchange rates) as of January 1, 2020, would have raised our interest expense
for the year ended December 31, 2020, by €58 million (December 31, 2019: €62 million).
Commodity price opportunities and risks arise from the volatility of raw material prices, which can
lead to an increase in the prices we pay for seeds and energy. We reduce commodity price risks
by using commodity price derivatives such as futures, which are mainly designated as hedge
accounting. A sensitivity analysis with a 10% change in commodity prices indicated an effect of
€27 million on equity (December 31, 2019: €40 million).
Financial risks associated with pension obligations
The Bayer Group has obligations to current and former employees related to pensions and other
post-employment benefits. Changes in relevant measurement parameters such as interest rates,
mortality and salary increase rates may raise the present value of our pension obligations. This
may lead to increased costs for pension plans or diminish equity due to actuarial losses being
recognized in other comprehensive income in the statement of comprehensive income. A large
proportion of our pension and other post-employment benefit obligations is covered by plan
assets including fixed-income securities, shares, real estate and other investments. Declining or
even negative returns on these investments may adversely affect the future fair value of plan
assets. Both of these effects may negatively impact the development of equity and / or earnings
and / or may necessitate additional payments by our company. We address the risk of market-
Bayer Annual Report 2020
A Combined Management Report
111
3.2 Opportunity and Risk Report
related fluctuations in the fair value of our plan assets through balanced strategic investment, and
we constantly monitor investment risks in regard to our global pension obligations.
Tax risks
Bayer AG and its subsidiaries operate worldwide and are thus subject to many different national
tax laws and regulations. The companies are regularly audited by the tax authorities in various
countries. Amendments to tax laws and regulations, legal judgments and their interpretation by
the tax authorities, and the findings of tax audits in these countries may result in higher tax
expense and payments, thus also influencing the level of tax receivables, tax liabilities and
deferred tax assets and liabilities. Significant acquisitions, divestments, restructuring programs
and other reorganizational measures that we undertake could also have an impact. We counter
the resulting risks by continuously identifying and evaluating the tax framework. We establish
provisions for taxes, based on estimates, for liabilities to the tax authorities of the respective
countries that are uncertain as to their amount and the probability of their occurrence. It cannot
be ruled out that these provisions are insufficient to cover all risks.
External partner compliance (Medium: Group)
From the perspective of the Bayer Group as a whole, there is a risk that our partners, such as
suppliers, do not pay due attention to our corporate values and ethical, compliance and
sustainability requirements. Clear sustainability criteria and standards are in place for our supply
chain on both a global and regional level. With the goal of improving sustainable practices in our
supply chain, we operate a Group-wide four-stage management process that comprises the
following elements: raising awareness, supplier selection, supplier evaluation and supplier
development. Seed producers are subject to a separate human rights evaluation process, for
which a new approach is being devised as we refine our human rights strategy.
Health, safety and environment (Medium: Group)
We attach great importance not only to product safety but also to protecting our employees
and the environment. Misconduct or noncompliance with legal requirements or Bayer Group
standards, including those safeguarding the rights to genetic resources, may result in personal
injury, damage to property, reputation or the environment, loss of production, business
interruptions and / or liability for compensation payments. This includes the risk of hazardous
substances being released due to an incident in production. Our principles, standards and
measures ensure that our requirements are adequately communicated and optimally
implemented.
Intellectual property (Medium: Crop Science, Pharmaceuticals)
Our portfolio largely consists of patent-protected products. Generic manufacturers, in particular,
attempt to contest patents prior to their expiration. We are currently involved in legal proceedings
to enforce patent protection for our products. On the other hand, legal action by third parties
for alleged infringement of patents or other property rights by Bayer may impede or even halt the
development or manufacturing of certain products. We may also be required to pay monetary
damages or royalties to third parties. Our patents department regularly reviews the patent
situation in collaboration with the respective operating units and monitors for potential patent
infringements so that legal action can be taken if necessary.
See also A 1.5
Procurement
See also Note [30] to
B Consolidated Financial
Statements
Bayer Annual Report 2020
A Combined Management Report
112
3.2 Opportunity and Risk Report
See also A 1.6, A 4.2
and Note [30] to
B Consolidated Financial
Statements
Legal / compliance (Group17)
We are exposed to risks from legal disputes or proceedings to which we are currently a party or
which could arise in the future. The general risks to which we are potentially exposed include
those in the areas of product liability, competition and antitrust law, anti-corruption law, patent
law, tax law, data privacy and environmental protection. Investigations of possible legal or
regulatory violations may result in the imposition of civil or criminal penalties – including
substantial monetary fines – and / or other adverse financial consequences. Payments may also
need to be made under out-of-court settlements. These risks may harm our reputation and
hamper our commercial success. We have established a global compliance management system
to ensure the observance of laws and regulations.
Glyphosate matter
As of February 3, 2021, lawsuits from approximately 61,800 plaintiffs claiming to have been
exposed to glyphosate-based products manufactured by Bayer’s subsidiary Monsanto had been
served upon Monsanto in the United States. Glyphosate is the active ingredient contained in a
number of Monsanto’s herbicides, including Roundup™-branded products. Plaintiffs allege
personal injuries resulting from exposure to those products, including non-Hodgkin lymphoma
(NHL) and multiple myeloma, and seek compensatory and punitive damages. Plaintiffs claim, inter
alia, that the glyphosate-based herbicide products are defective and that Monsanto knew, or
should have known, of the risks allegedly associated with such products and failed to adequately
warn its users. Additional lawsuits are anticipated. The majority of plaintiffs have brought actions
in state courts in Missouri and California. Cases pending in U.S. federal courts have been
consolidated in an MDL in the Northern District of California for common pre-trial management.
In June 2020, Monsanto reached an agreement in principle with plaintiffs, without admission of
liability, to settle most of the current Roundup™ litigation, involving most of the total
approximately 125,000 then known filed and unfiled claims, and to put in place a mechanism to
resolve potential future claims. The total costs of the executed and additional inventory
settlements for all outstanding claims are currently expected to be up to US$9.6 billion. Monsanto
continues in its efforts to reach settlement in a substantial number of the outstanding claims in the
coming months. Monsanto may withdraw from the various settlement agreements if certain
eligibility and participation rates are not satisfied. Plaintiffs who opt out of a settlement have the
right to pursue their claims separately against the company.
As regards potential future litigation, the company intends to make an additional payment to
support a separate class agreement between Monsanto and plaintiffs’ counsel. In July 2020,
Judge Chhabria of the U.S. District Court for the Northern District of California issued a pre-trial
order raising concerns about certain aspects of the class settlement agreement and stating that
he was tentatively inclined to deny the motion. The parties subsequently withdrew their motion,
worked to comprehensively address the court’s questions, and on February 3, 2021 filed with
the court a revised class agreement and accompanying motion for preliminary approval of that
settlement. Bayer remains strongly committed to a resolution that simultaneously addresses the
current litigation on reasonable terms and provides a viable solution to manage and resolve
future litigation.
17 See also Note [29] to B Consolidated Financial Statements (“Legal Risks”). The legal proceedings outlined there are those currently
considered to involve material risks and do not represent an exhaustive list.
Bayer Annual Report 2020
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113
3.2 Opportunity and Risk Report
The three cases that have so far gone to trial – Johnson, Hardeman and Pilliod – are continuing
through the appeals process and are not covered by the settlement. In July 2020, the Court
of Appeal of the State of California (First Appellate District) affirmed the judgment in favor of
Johnson but reduced the total judgment from US$78.5 million to approximately US$20.5 million.
The court reduced the total compensatory damages award from US$39.3 million to
approximately US$10.25 million and the punitive damages award to the same amount. The
parties have separately petitioned for appeal to the Supreme Court of California. In October
2020, the court denied the request to review the appeal. Both parties have the option to petition
for appeal to the U.S. Supreme Court. Oral argument before the Ninth Circuit Court of Appeal in
the first federal case to go to trial (Hardeman) took place in October 2020. A decision by the
court is expected for mid-2021. Briefing is complete in the Pilliod case appeal, and no date for
oral argument has yet been scheduled. Bayer is convinced that the verdicts are not supported by
the evidence at trial and the law and therefore intends to pursue the appeals vigorously.
As of February 3, 2021, a total of 22 Canadian lawsuits relating to Roundup™ and 14 seeking
class action certification had been served upon Bayer.
Bayer believes it has meritorious defenses and intends to defend the safety of glyphosate and our
glyphosate-based formulations vigorously.
We may incur considerable financial disadvantages from the pending lawsuits and / or potential
future cases if, for example, we are ordered to pay compensatory and possibly punitive damages
or if we assume payment obligations under out-of-court settlements. We could be compelled to
cover any such increased financial requirements by issuing additional external debt, increasing our
equity capital or divesting assets – possibly on unfavorable terms – or through combinations of
these measures. The terms on which we obtain external financing could become less favorable as
a result of any increased financial requirements. These risks may also adversely affect our
reputation.
Product safety and stewardship (Medium: Crop Science, Pharmaceuticals)
Despite extensive studies prior to approval or registration, products may be partially or completely
withdrawn from the market due, for example, to the occurrence of unexpected side-effects or
negative effects of our products. Such a withdrawal may be voluntary or result from legal or
regulatory measures. In the agriculture business in particular, there is an additional risk that our
customers could use our products incorrectly. Furthermore, the presence of traces of unwanted
genetically modified organisms in agricultural products and / or foodstuffs may have wide-ranging
negative repercussions.
While these risks have diminished compared with the prior year, they could still give rise to liability
claims and also harm our reputation. We counter these risks through comprehensive measures in
the areas of pharmaceutical and crop protection product safety and testing, including, in
particular, a comprehensive stewardship program for genetic product integrity and quality with
regard to seeds. These measures are based on globally defined principles and include analysis
and monitoring measures, an alert system and training programs.
See also A 1.6
Product Stewardship
Bayer Annual Report 2020
A Combined Management Report
114
3.2 Opportunity and Risk Report
Quality and regulatory requirements
(Medium: Crop Science, Pharmaceuticals, Group)
In almost every country we operate, our business activity is subject to extensive regulations,
standards, requirements and inspections that also apply to our local contract manufacturers. In
the area of health, this pertains to clinical studies and production processes, for example.
Acquisitions may at times also be subject to requirements, compliance with which must be
ensured both during and after the integration process. Potential infringements of regulatory
requirements may result in the imposition of civil or criminal penalties, including substantial
monetary fines, restrictions on our freedom to operate, and / or other adverse financial
consequences. They could also harm our reputation and lead to declining sales and / or margins.
We counter these risks through binding principles, standards and the control mechanisms in
place. Quality requirements are defined and implemented in global quality management systems.
Security (Medium: Group)
Potential criminal activities targeting our employees, property or business activities represent a
risk for our company. These include intellectual property theft, vandalism and sabotage. In
addition, counterfeit or adulterated versions of our products could be put into circulation. There is
also the risk of crises such as a pandemic or a prolonged power outage that could lead to a
breakdown of our information technology infrastructure and our production. We counter these
risks – which in addition to financial effects could negatively affect our reputation in some cases –
through our local crisis organizations, which produce response plans and take further measures.
We have implemented early warning systems, ensure continuous reporting and carry out regular
crisis simulation exercises. In addition, we have established a global safety community. The
Business Continuity Management unit within the Internal Audit & Risk Management enabling
function assesses business continuity risks and defines appropriate measures together with the
responsible specialist units.
See also A 1.6
See also A 1.7
Environmental Protection
and Safety
3.2.3 Overall Assessment of Opportunities and Risks
by the Board of Management
In the opinion of the Board of Management, based on the current evaluations, none of the risks
described above endanger the company’s continued existence. Nor could we identify any risk
interdependencies that could combine to endanger the company’s continued existence.
Compared with the previous year, we see a slight intensification of our risk status. We remain
convinced that we can take advantage of the opportunities resulting from our entrepreneurial
activity and successfully master the challenges resulting from the risks stated above.
No risks that could
endanger the company’s
existence
Bayer Annual Report 2020
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115
4.1 Declaration by Corporate Management Pursuant to Sections 289f and 315d of the German Commercial Code
4. Corporate Governance Report
Bayer conforms with all recommendations of the German Corporate
Governance Code
Revised compensation system for the Board of Management approved
by Annual Stockholders’ Meeting
The Corporate Governance Report of the Bayer Group conforms with the recommendations of
the German Corporate Governance Code and includes a Declaration by Corporate Management
pursuant to Sections 289f and 315d of the German Commercial Code as well as all the
information and explanations required by Section 289a through e and Section 315a through d of
the German Commercial Code. The contents of the Corporate Governance Report are also
included in the management report. In accordance with Section 317, Paragraph 2, Sentence 6
of the German Commercial Code, the information contained in the Declaration by Corporate
Management is not taken into account in the audit of the financial statements.
4.1 Declaration by Corporate Management Pursuant
to Sections 289f and 315d of the German
Commercial Code
With the Declaration by Corporate Management pursuant to Sections 289f and 315d of
the German Commercial Code for Bayer AG and the Bayer Group, the company provides
information on the main elements of the Bayer Group’s corporate governance structures, relevant
corporate governance practices, the composition and procedures of the Board of Management,
the Supervisory Board and their committees, and the objectives and concepts that must be
established when composing the Board of Management and the Supervisory Board.
Declaration concerning the German Corporate Governance Code
pursuant to Section 161 of the German Stock Corporation Act
In December 2020, the Board of Management and Supervisory Board of Bayer AG issued the
annual declaration concerning the German Corporate Governance Code. As stated in this
declaration, Bayer AG has fully complied with the recommendations of the German Corporate
Governance Code since its previous declaration and intends to fully comply with them in the
future as well.
Information on corporate governance practices
Bayer AG is subject to German stock corporation law and therefore has a dual governance
system consisting of the Board of Management and the Supervisory Board, which manage the
company based on a transparent strategy that is geared toward its long-term success and
complies with applicable law and ethical standards.
Corporate governance practices that go beyond the legal requirements are derived from our vision
and our common values, which form the basis of the respectful working relationship between our
employees and with our external partners. Compliance with responsible practices at every stage
of the value chain is crucial in corporate governance. The main guidelines are summarized
primarily in our corporate policies on compliance, human rights, and fairness and respect at work,
as well as in our Supplier Code of Conduct and the Bayer Societal Engagement (BASE) principles.
The organization and oversight obligations of the Board of Management and the Supervisory
Board are mainly ensured by compliance management and risk management systems.
See also C
Governance Bodies
See A 4.4 for information
on the compensation
of the Board of
Management
The declaration issued in
December 2020
concerning the German
Corporate Governance
Code is published on the
Bayer website along with
previous declarations:
www.bayer.com/en/
corporate-
governance.aspx
See also A 1.1
www.bayer.com/en/
corporate-compliance-
policy.aspx
www.bayer.com/en/
supplier-code-of-
conduct.aspx
Bayer Annual Report 2020
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116
4.1 Declaration by Corporate Management Pursuant to Sections 289f and 315d of the German Commercial Code
Members of the Board of
Management and offices
they hold: see C
Governance Bodies
Board of Management
Composition, objectives (diversity concept) and succession planning
The Board of Management of Bayer AG comprised five members in 2020. The Board of
Management runs the company on its own responsibility with the goal of achieving defined
corporate objectives and sustainably increasing the company’s enterprise value.
With regard to the composition of the Board of Management, the Supervisory Board takes into
account specialist expertise and personal aptitude, as well as aspects such as age, gender,
education and professional background. With regard to the proportion of women on the
company’s Board of Management, the Supervisory Board aims to ensure that there is at least one
woman serving on the Board of Management.
An additional aspect relating to the composition of the Board of Management that the Supervisory
Board has resolved to pursue is diversity. Without basing selection decisions on this aspect in
individual cases, the Supervisory Board aims to ensure that different age groups are adequately
represented on the Board of Management, while also taking into account the experience required
for a position on the Board of Management. Irrespective of this, members of the Board of
Management should generally step down from that office when they turn 62. The composition
of the Board of Management should adequately reflect the company’s international operations.
The Supervisory Board therefore endeavors to include on the Board of Management several
members of different nationalities or with an international background (e.g., several years of career
experience outside Germany or the oversight of foreign business activities). The Supervisory
Board also strives to ensure diversity with regard to the educational and professional
backgrounds of the members of the Board of Management. In addition to the specific professional
expertise, management and leadership experience required for the given task, members of the
Board of Management should cover the broadest possible spectrum of knowledge, experience,
and educational and professional backgrounds.
These objectives are taken into account in the selection of candidates to fill open positions on the
Board of Management. With this concept for the composition of the Board of Management, the
Supervisory Board pursues the goal of ensuring not just the greatest possible individual suitability
of its various members, but also that as many different perspectives as possible are represented
in the leadership of the company through a balanced and diverse Board of Management structure,
and that the candidate selection pool is as large as possible.
In accordance with the statutory requirements, there are also targets pertaining to the proportion of
women at the first and second management levels below the Board of Management. The Board of
Management has set objectives of 20% women on the first management level of Bayer AG and 25%
women on the second management level. These objectives are to be attained by June 30, 2022.
As part of the succession planning process, the Board of Management informs the Supervisory
Board about candidates who have been identified as having the potential to become a member
of the Board of Management. Among other things, the Supervisory Board places emphasis on
intensive human resources development at the management level below the Board of
Management while taking into account the diversity criteria outlined above. The Supervisory Board
endeavors to ensure that the candidates in question are introduced to the Supervisory Board.
For each member of the Board of Management, at least one candidate has been identified as a
replacement who could assume the role at short notice if required. Whenever it becomes clear
that there will be an empty seat on the Board of Management, efforts are undertaken to identify
external candidates and evaluate internal candidates, usually with the aid of a HR consulting firm.
The size of the Board of Management of Bayer AG increased from five to six members effective
February 1, 2021, following the appointment of Sarena Lin, meaning that the Board of
Management once again has a female member.
Implementation status of the objectives
In line with the objectives, different age groups are represented on the Board of Management
while also taking into account the experience required for Board of Management positions. The
ages of the members of the Board of Management ranged from 51 to 58 years as of
As of February 1, 2021,
the Board of
Management returned
to having at least one
female member
Bayer Annual Report 2020
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117
4.1 Declaration by Corporate Management Pursuant to Sections 289f and 315d of the German Commercial Code
For more information on
the procedure and
committees of the Board
of Management, and the
Articles of Incorporation
of Bayer AG, see
www.bayer.com/en/
corporate-
governance.aspx
Members of the
Supervisory Board and
offices they hold: see C
Further Information /
Governance Bodies
Compensation of the
members of the
Supervisory Board:
see A 4.4
December 31, 2020. Two of the five members of the Board of Management serving as of
December 31, 2020, are citizens of a country other than Germany. All members of the Board
of Management have amassed many years of career experience outside Germany. The members
of the Board of Management also have diverse professional backgrounds.
Procedure and committees
The Board of Management performs its tasks according to the law, the Articles of Incorporation
and the Board of Management’s rules of procedure, and works with the company’s other
governance bodies in a spirit of trust.
Supervisory Board
Composition and objectives (diversity concept and expertise profile)
Under the German Codetermination Act, half of the Supervisory Board’s 20 members are elected
by the stockholders and the other half by the company’s employees.
The Supervisory Board endeavors to ensure that its members collectively possess the necessary
expertise, skills and professional experience to properly perform their duties. This includes the
following areas: management and leadership of international companies, a business
understanding with regard to the company’s main areas of activity, research and development,
finance, controlling / risk management, human resources and governance / compliance.
The Supervisory Board has also resolved to pursue diversity in its composition, for instance with
regard to age, gender, education and professional background. With respect to the international
business alignment of Bayer AG, the Supervisory Board strives to ensure at all times that several
of its members have international business experience or an international background in other
respects. Further objectives concerning the composition of the Supervisory Board are that
different age groups be suitably represented on the Supervisory Board and that, absent special
circumstances, a member should not hold office beyond the end of the next Annual Stockholders’
Meeting following their 72nd birthday. With a view to avoiding potential conflicts of interest and
taking into account the ownership structure of the company and the number of independent
Supervisory Board members, the Supervisory Board has set itself the goal that more than half
of the stockholder representatives be independent. The Supervisory Board assesses the
independence of its members according to the recommendation contained in Section C.7 of the
German Corporate Governance Code.
The Nominations Committee and the full Supervisory Board take these objectives into
consideration when nominating candidates to fill open positions on the Supervisory Board. The
stated objectives refer to the Supervisory Board as a whole, unless otherwise determined.
However, since the Supervisory Board can only nominate candidates for election as stockholder
representatives, it can only take the objectives into account in these nominations. One objective
for Supervisory Board elections is that neither women nor men account for less than 30% of
the membership.
The Supervisory Board aims to achieve a balanced and diverse composition, to the extent that it
can influence this. The aim is to ensure that oversight of the company’s management is based on
as many different perspectives as possible and that the candidate selection pool is as large as
possible.
Implementation status of the objectives
The Supervisory Board has several members with international business experience or an
international background. The ages of the members of the Supervisory Board were relatively
evenly spread across a range of 39 to 69 years as of December 31, 2020. One member of the
Supervisory Board, Dr. Paul Achleitner, has been a member of the Supervisory Board for more
than 12 years. As such, the Supervisory Board does not consider him to be independent as
defined in Section C.7 of the German Corporate Governance Code. However, the Supervisory
Board does not harbor any concerns about Dr. Achleitner’s impartiality or any potential conflicts
of interest.
Bayer Annual Report 2020
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118
4.1 Declaration by Corporate Management Pursuant to Sections 289f and 315d of the German Commercial Code
The Supervisory Board considers the shareholder representatives Dr. Simone Bagel-Trah,
Horst Baier, Dr. Norbert Bischofberger, Ertharin Cousin, Johanna W. Faber, Colleen A. Goggins,
Prof. Dr. Wolfgang Plischke, Prof. Dr. Otmar Wiestler and Prof. Dr. Norbert Winkeljohann to be
independent. The proportion of women on the Supervisory Board is currently 35% for the full
Supervisory Board, 30% for the employee representatives and 40% for the stockholder
representatives. Five of the 20 members of the Supervisory Board are citizens of a country other
than Germany. Numerous other members have many years of international business experience.
The members of the Supervisory Board have also completed a whole range of vocational training
and study courses.
In the opinion of the Supervisory Board, the stockholder representatives have the following
special expertise and experience that should be represented to satisfy the objectives of the
Supervisory Board:
Expertise and Experience of Shareholder Representatives on the Supervisory Board
A 4.1/1
International
business
experience
R&D
Agri-
culture /
food
Health-
care Finance
Controlling /
risk
manage-
ment
Governance /
HR
compliance Digital
Sustain-
ability
Dr. Paul Achleitner
Dr. Simone Bagel-Trah
Horst Baier
Dr. Norbert W. Bischofberger
Ertharin Cousin
Johanna W. (Hanneke) Faber
Colleen A. Goggins
Prof. Dr. Wolfgang Plischke
Prof. Dr. Otmar D. Wiestler
Prof. Dr. Norbert
Winkeljohann (Chairman)
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Procedure and committees
The role of the Supervisory Board is to oversee and advise the Board of Management. The
Supervisory Board is directly involved in decisions on matters of fundamental importance to the
company, regularly conferring with the Board of Management on the company’s strategic
alignment and the implementation status of the business strategy. The Report of the Supervisory
Board in this Annual Report provides details about the work of the Supervisory Board and its
committees. In 2020, the Supervisory Board had in place a special committee to address the
glyphosate litigations.
See the Report of the
Supervisory Board
for information on
the committees’
responsibilities
The Supervisory Board has set itself rules of procedure that are published online.
The Supervisory Board arranges regular self-assessments as defined in Section D.13 of the
German Corporate Governance Code. In view of the changes at the helm of the Supervisory
Board and in its composition in 2020, the next self-assessment is scheduled to be held in
the first half of 2021.
When new members join the Supervisory Board, a series of introductory meetings are arranged
with the members of the Board of Management and with representatives from internal functions
to introduce them to their work on the Supervisory Board, while informational material is also
provided in written form.
Further information
Securities transactions by members of governance bodies
Members of the Board of Management or Supervisory Board and persons with whom they have
close relationships are legally obligated to report own-account transactions in shares or debt
securities of Bayer AG, associated derivatives or other associated financial instruments to
Bayer AG and the German Federal Financial Supervisory Authority (BaFin) as soon as the total
volume of transactions made by a member of the Board of Management or Supervisory Board,
www.bayer.com/en/
corporate-governance/
disclosure-of-securities-
transactions
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4.2 Compliance
or a person with whom they have a close relationship, has reached the €20,000 threshold within a
calendar year. The transactions reported to Bayer AG in 2020 were duly published and can
be viewed on the company’s website.
4.2 Compliance
We define compliance as legally and ethically impeccable conduct by all employees in their daily
work, because the way they carry out their duties affects our company’s reputation. We do not
tolerate any violation of laws, codes of conduct or internal regulations. Compliance is essential for
our long-term economic success.
www.bayer.com/
compliance
The following compliance principles apply throughout the Bayer Group:
// We compete fairly in every market.
// We act with integrity in all our business dealings.
// We balance economic growth with ecological and social responsibility.
// We observe trade controls that regulate our global business.
// We safeguard equal opportunity in securities trading.
// We keep accurate books and records.
// We treat each other with fairness and respect.
// We protect and respect intellectual property rights.
// We act in Bayer’s best interest.
// We protect and secure personal data.
All employees are required to observe the compliance principles and to immediately report any
violation of the Corporate Compliance Policy. Infringements are sanctioned. This applies in
particular to managerial employees, who, for example, may lose their entitlement to variable
compensation components and be subject to further disciplinary measures if violations have
occurred in their sphere of responsibility. Compliant and lawful conduct is also factored into the
performance evaluations of all managerial employees.
The global compliance management system is steered by a central compliance organization within
the Bayer Group that reports to the Chief Financial Officer (CFO) and to the Audit Committee of
the Supervisory Board. The CFO is responsible for the compliance organization, while the Audit
Committee of the Supervisory Board oversees the effectiveness and further development of
compliance within the Group.
Potential compliance risks (such as corruption) are identified together with the operational units to
ensure the systematic and preventive detection and assessment of risks. Potential risks are then
entered into global databases that we use to develop suitable measures for specific processes,
business activities or countries, for example. In addition, we assess our business partners
according to risk criteria as we look to identify potential compliance risks. Adherence to the
corporate compliance principles is among the subjects covered in audits conducted by Bayer’s
Internal Audit and in the analyses and investigations by the legal and compliance organization.
The heads of these organizations provide regular reports on the findings of the audits and
analyses to the Audit Committee of the Supervisory Board, while summary reports are presented
at least once a year.
Handling of suspected and actual compliance violations
Suspected compliance violations can be reported – anonymously if desired and if permitted by
respective national law – to a central, worldwide compliance hotline that is also accessible to the
general public. In 2020, the compliance organization received a total of 345 reports in this way.
Alternatively, suspected violations may be reported to the respective compliance functions or to
Internal Audit.
Compliance violations include all possible types of infringements of internal and external
requirements and are systematically sanctioned. The action taken depends on factors including
the gravity of the compliance violation and applicable law.
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4.2 Compliance
Compliance training and communications activities
We support all employees in acting with integrity and proactively avoiding potential violations by
implementing Bayer-wide training measures and communication campaigns that are tailored to
target groups and based on identified needs. Employees can consult their supervisors and / or
compliance managers if they have any questions about lawful and ethical behavior.
In 2020, 94% of Bayer’s managerial employees worldwide completed at least one compliance
training program. Overall, 65% of employees took part in the global web-based training program
on anti-corruption that was launched in October.
Training measures on anti-corruption, the importance of openly expressing concerns (“speak up”),
antitrust law, conflicts of interest, fairness and respect at the workplace, foreign trade law
compliance, product-related communication and data protection are fundamental elements of our
compliance management system.
Marketing compliance and applicability of accepted standards
We are committed to ethical marketing practices. Our efforts in this regard are guided by our
Corporate Compliance Policy, Anti-Corruption Policy and rules of conduct for responsible
marketing, for example.
Bayer has also put in place directives and corporate policies that are designed to prevent price
fixing and ensure data protection. Various industry codes such as those of the International
Federation of Pharmaceutical Manufacturers & Associations (IFPMA) and the European Federation
of Pharmaceutical Industries and Associations (EFPIA) also apply in marketing and distribution.
www.bayer.com/en/
sustainability/responsible-
marketing-sales-regulation
Crop Science’s Product Stewardship Commitment applies to all products, services and
technologies and is in alignment with the International Code of Conduct on Pesticide Management
issued by the Food and Agriculture Organization (FAO) of the United Nations and the Code of
Conduct on Plant Biotechnology issued by CropLife International, for example.
As regards the advertising of human pharmaceutical products, Bayer complies with the IFPMA
Code of Practice as the minimum global standard, along with the regulations set out in regional
and national codes. Pharmaceuticals observes the applicable transparency rules (e.g., the
Physician Payments Sunshine Act in the United States) and participates in voluntary programs
such as the EFPIA Disclosure Code.
Lobbying
Forming part of our commitment to ensuring transparent lobbying, our corporate policy entitled
“Code of Conduct for Responsible Lobbying” sets out binding rules for our involvement in political
matters and creates transparency in our interactions with the representatives of political
institutions.
www.bayer.com/en/
sustainability/code-of-
conduct-for-responsible-
lobbying
As set out in this code of conduct, our company did not make any donations to political parties,
politicians or candidates for political office in 2020. This does not include political donations in the
United States, where employees can make private donations in support of political nominees at
federal level through so-called “political action committees.” These voluntary donations are made
only by employees, not the company. Decisions on how these contributions are allocated are
made by an independent committee comprised of employees. In 2020, new allocation criteria
were introduced for the BayPac – the name of the corresponding committee at Bayer – to reflect
societal challenges, among other factors. These donations are subject to stringent conditions and
mandatory transparency measures that include a publicly accessible list documenting donations
made at state level. At state level, Bayer has decided to make political donations as a company
due to its increased footprint in the United States.
In addition, we launched the Bayer Societal Engagement (BASE) principles in 2019. Afforded the
status of a corporate policy, these principles serve to codify Bayer’s standards and values to an
even greater degree.
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4.3 Disclosures Pursuant to Sections 289b Through e and 315b and c of the German Commercial Code
4.3 Disclosures Pursuant to Sections 289b
Through e and 315b and c of the German
Commercial Code
The Bayer Group meets the requirements for the nonfinancial statement pursuant to Sections
289b through e and 315b and c of the German Commercial Code (HGB). The relevant disclosures
pertaining to the nonfinancial statement in accordance with the Corporate Social Responsibility
Directive Implementation Act (CSR-RUG) are integrated into the management report, with the GRI
standards (Section 289d HGB) serving as a framework.
The Supervisory Board fulfilled its auditing duty for the nonfinancial statement pursuant to Section 170,
Paragraph 1 and Section 171, Paragraph 1 of the German Stock Corporation Act (AktG).
A 4.3/1
Index to Nonfinancial Statement
Topics
Business model
Aspects
Environmental aspects
Employee-related aspects
Social aspects
Tools to combat bribery and corruption
Respect for human rights
Material risks
Diversity concept
Chapter
A 1.1
Corporate Profile and Structure
A 1.2.1 Strategy and Targets
A 1.5
A 1.6
A 1.7
Procurement and Supplier Management
Product Stewardship
Environmental Protection and Safety
A 1.2.2 Sustainability Management
Commitment to Employees
A 1.4
Procurement and Supplier Management
A 1.5
Environmental Protection and Safety
A 1.7
A 1.2.2 Sustainability Management
A 1.6
A 1.7
Product Stewardship
Environmental Protection and Safety
A 1.2.2 Sustainability Management
A 1.5
A 4.2
Procurement and Supplier Management
Compliance
A 1.2.2 Sustainability Management
Commitment to Employees
A 1.4
Procurement and Supplier Management
A 1.5
A 3.2
Opportunity and Risk Report
A 1.4
A 4.1
Commitment to Employees
Declaration by Corporate Management
4.4 Compensation Report
The Compensation Report describes the essential features of the compensation packages for the
members of the Board of Management and the Supervisory Board of Bayer Aktiengesellschaft
(Bayer AG) and explains the compensation that the individual members were granted or received
for the 2020 fiscal year. The report complies with the requirements of the applicable financial
reporting standards for publicly traded companies (German Commercial Code [HGB], German
Accounting Standards [DRS] and the International Financial Reporting Standards [IFRS]) as well as
with the recommendations contained in the current versions of the German Corporate Governance
Code and the Guidelines for Sustainable Management Board Remuneration Systems. In terms of
content, the Compensation Report also largely meets the requirements resulting from the law
transposing the European Shareholder Rights Directive II (SRD II) into German law (ARUG II).
The Guidelines for
Sustainable Management
Board Remuneration
Systems were developed
by supervisory board
chairpersons, investor
representatives,
scientists and corporate
governance experts.
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4.4 Compensation Report
4.4.1 Compensation of the Board of Management
Objective
The compensation system for the Board of Management of Bayer AG applies in the version
approved by a large majority (94.02%) at the Annual Stockholders’ Meeting on April 28, 2020. The
compensation system incentivizes the successful implementation of the corporate strategy and
the sustainable development of the company, and is strongly aligned toward long-term value
creation for our stockholders. At the same time, it satisfies the requirements of the German Stock
Corporation Act in all respects and also complies, for example, with the recommendations of the
2020 version of the German Corporate Governance Code and the Guidelines for Sustainable
Management Board Remuneration Systems issued in July 2018.
The objectives of Bayer AG are to achieve sustainable business success and profitable growth.
Profitability, liquidity and return on investment are the relevant financial performance indicators
that serve as significant incentivization factors in our compensation system for the Board of
Management. The attainment of ambitious sustainability targets also forms part of the
compensation system. The aim here is to continuously increase value for stockholders and other
stakeholders and ensure the continuity of our company for the long term.
In designing the compensation system for the Board of Management, the Supervisory Board
endeavors to align it as closely as possible with the compensation system for senior managers
below Board of Management level and to set the same targets in terms of financial performance
indicators. This is the only way to ensure that all decision-makers pursue the same goals for the
company’s successful development.
The Supervisory Board has designed the compensation system based on the following guidelines
and principles:
// Support for implementation of long-term strategy including sustainability goals
// Strong pay-for-performance focus and long-term orientation
// Explicit focus on shareholder interests and consideration of stakeholder objectives
// Intuitive, readily understandable compensation system and transparent disclosure
// Compliance with regulatory requirements in Germany
// High level of consistency with compensation system for our senior managers
// Comparison with compensation packages of competitors
// Setting of appropriate, market-based compensation levels
Procedure for setting, implementing and reviewing Board of Management
compensation
The Supervisory Board sets the Board of Management’s compensation pursuant to Section 87,
Paragraph 1 of the German Stock Corporation Act (AktG). In doing so, the Supervisory Board is
supported by its Human Resources Committee, which develops recommendations for the Board
of Management compensation system that are discussed and resolved upon by the full
Supervisory Board. The Supervisory Board may seek advice from external consultants, with care
being taken to ensure their independence.
To avoid potential conflicts of interest, the members of the Supervisory Board and of all
committees are obligated to declare any conflict of interest to the Supervisory Board. In the event
of a conflict of interest, the member concerned does not participate in the resolutions on the
relevant agenda items at the meetings of the Supervisory Board or the respective committees.
Where a conflict of interest is substantial and not only temporary, it results in the termination of
the member’s service on the Supervisory Board.
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4.4 Compensation Report
Review of the compensation system
The Human Resources Committee prepares the Supervisory Board’s regular review of the
compensation system for the members of the Board of Management. Where necessary, it
recommends to the Supervisory Board that changes be made. The compensation system is
submitted to the Annual Stockholders’ Meeting for approval whenever significant changes are
made or at least every four years. Should the Annual Stockholders’ Meeting not approve the
system submitted to it for approval, a revised compensation system is presented for a decision at
the next Annual Stockholders’ Meeting at the latest.
Setting compensation levels
The Supervisory Board reviews Board of Management compensation at the beginning of the year
and adjusts the target compensation for the individual members, taking into account maximum
total compensation. The Supervisory Board places importance on appropriately remunerating the
Board of Management as a whole. Appropriateness in this context implies taking into account the
levels of management board compensation at comparable companies in Germany. Compensation
levels differ among the members of the Board of Management and reflect the evaluation of their
areas of responsibility, the necessary ranges of experience and market conditions. In setting the
targets for the variable compensation components, the Supervisory Board also ensures that the
compensation is aligned toward sustainable corporate development and that the proportion of
long-term variable components exceeds that of short-term variable components.
The appropriateness of the compensation levels is reviewed annually by the Supervisory Board.
As part of this process, the Human Resources Committee takes into consideration a horizontal
and a vertical comparison and, if adjustments are needed, drafts a resolution to be voted on by
the full Supervisory Board. Adjustments are generally limited to the development of the consumer
price index for Germany.
Horizontal comparison
The DAX 30 companies – excluding financial service providers – are taken as a guide when setting
compensation levels. Based on the size of the Bayer Group and taking sales, employee numbers
and market capitalization into account, the aim is to position Bayer among the top third of DAX 30
companies with respect to total compensation. Reviewing compensation levels annually and
taking into account size criteria over time ensures that the compensation the members of the
Board of Management of Bayer AG receive appropriately reflects the company’s positioning. It is
the goal of the Supervisory Board – within the regulatory framework – to offer them a
compensation package that is in line with the market and at the same time competitive.
Vertical comparison
In setting Board of Management compensation, the Supervisory Board also undertakes a vertical
comparison against the company’s internal compensation structure and looks at the relation
between Board of Management compensation and that of senior managers and other employees
in Germany over time.
Components of the compensation package for the Board of Management
The total compensation of the members of the Board of Management of Bayer AG comprises
fixed and variable components. The fixed, non-performance-related base compensation accounts
for 29% of total target compensation. Fixed compensation also includes fringe benefits along with
pension entitlements or the pension installment, which can vary from one Board member to
another over time.
The variable, performance-related cash compensation components are the short-term incentive
(STI) and the long-term incentive (LTI). For members of the Board of Management who receive
a pension installment, these variable components account for about 65% of the total target
compensation. Before the start of each fiscal year, the Supervisory Board sets appropriate,
ambitious targets for the variable compensation components that ensure the long-term
implementation of the corporate strategy. The extent to which these targets are attained
determines the level of the payouts.
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4.4 Compensation Report
Total compensation is capped for each member of the Board of Management (maximum total
compensation).
In addition to the compensation components mentioned, malus and clawback provisions and
share ownership guidelines are also integrated into the compensation system. The compensation
system also specifies whether payments are made in the event of early termination of service on
the Board of Management and the level of any such payments.
Compensation structure
In accordance with the requirements of the German Stock Corporation Act, the recommendations
of the German Corporate Governance Code and the Guidelines for Sustainable Management
Board Remuneration Systems, the variable portion of compensation at Bayer has a predominantly
long-term character. The LTI thus exceeds the STI. This places the focus on sustainable
corporate development without losing sight of operational targets. The compensation structure
excluding fringe benefits and pension entitlement / installment is illustrated in A 4.4.1/1.
Compensation Structure Excluding Fringe Benefits and Pension Entitlement/Installment
A 4.4.1/1
Long-term variable compensation – LTI
(~ 42%)
Short-term variable compensation – STI
(~ 29%)
Base compensation
(~ 29%)
Ratio LTI:STI
= 60:40
Total compensation also includes fringe benefits, which are granted in a ratio of about 5% to the
respective base compensation (not including any indemnity payments to new members of the
Board of Management for variable compensation forfeited on termination of previous
employment), as well as the pension installment, which amounts to 40% of the respective base
compensation.
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4.4 Compensation Report
An overview of the compensation system for the Board of Management is given below:
Board of Management Compensation Policy 2020
Compensation
component
Base compensation
Fringe benefits
Pension entitlement /
installment
Short-term variable
cash compensation
(STI)
Long-term variable
cash compensation
(LTI)
Maximum total
compensation
Malus and clawback
Share ownership
guidelines
Design
// Fixed, contractually agreed compensation
// Generally paid out in 12 equal installments each year
// Regular health screening
// Insurance policies
// Company car with driver
// Security installations at private residence
// Reimbursement of work-related moving expenses
// Indemnity payments to new members of the Board of Management for
variable compensation forfeited on termination of previous employment
// Members of the Board of Management newly appointed after January 1,
2020, receive an earmarked pension installment calculated as a
percentage of their base compensation and paid out directly in a lump
sum
// According to the explanatory memorandum to the act transposing the
second EU Shareholder Rights Directive into German law (ARUG II) and
in compliance with the 2020 version of the German Corporate
Governance Code, system changes do not have to be applied to the
existing service contracts of the Board of Management members. In
keeping with this proposition, members of the Board of Management
who were appointed prior to January 1, 2020, are to retain their
contribution-based pension entitlements
Annual bonus based on a target amount, with payout after one year
computed as follows:
// 1/3 weighting: Core EPS at Group level
// 1/3 weighting: Free cash flow at Group level
// 1/3 weighting: Matrix for clean EBITDA margin vs. sales growth (Fx & p
adj.) at divisional level
// Individual performance factor (0.8 – 1.2) as a multiplier
// Payout capped at 200% of individual target amount
Virtual stock program based on a target amount, with payout after four
years computed as follows:
// Absolute performance of Bayer stock
// 50% weighting: performance relative to EURO STOXX 50 Total Return
// 50% weighting: ROCE at Group level
// Dividends paid by Bayer Aktiengesellschaft over the four-year period for
each virtual share conditionally allocated at the beginning of the tranche
// Payout capped at 250% of individual target amount
// The maximum total annual compensation paid out in a
fiscal year is €12 million for the Chairman of the Board of Management
and €7.5 million for the other Board of Management members
// In the event of gross misconduct or misrepresentation in financial
reporting, the Supervisory Board can withhold all or part of the STI and
LTI (malus) or require their repayment to the company (clawback)
A 4.4.1/2
Objective and strategic relevance
// Reflects the role on the Board of
Management, experience, area of
responsibility and market conditions
// Guarantees an appropriate income while
avoiding undue risks to the company
// Reimbursement of costs and offsetting
of financial disadvantages that arise
from, or facilitate, service on the Board
of Management
// Contributions provided to ensure an
adequate private retirement income
// Attainment of corporate targets for the
respective year
// Incentivizes profitable growth and stable
cash flow based on Bayer performance
indicators
// Continuous, sustainable development of
the operational business
// Takes operational success into account
at Group and divisional level
// Enables performance differentiation
among Board of Management members
and encourages personal contribution
// Provides incentive for a long-term,
sustainable increase in enterprise value
// Focus on capital market performance
(also against competitors) and
profitability of the Bayer Group
// Takes our stakeholders’ interests into
account
// Avoids inappropriately high payouts
// Ensures appropriateness of variable
compensation
// Promotes adherence to important
operating principles of the Bayer Group
Management with those of stockholders
and fosters the members’ identification
with the company
// Investment of own capital in the
company to promote sustainable
corporate development
// Cap on benefits paid on early
termination of Board of Management
service as per German Corporate
Governance Code
// Pledge to build a certain position size in Bayer stock by the end of a
// Aligns interests of the Board of
four-year period
// Obligation to retain the shares throughout the period of service on the
Board of Management and for two years thereafter
Contract termination
// If the service contract is terminated early – other than for cause – at the
company’s instigation, a severance payment of up to twice the annual
compensation may be made, but this is limited to the compensation for
the remaining term of the respective contract
Change of control
// In the event of a change of control, members of the Board of
// Promotes the independence of Board of
// Two-year post-contractual noncompete agreement; indemnity payment
// Avoidance of inappropriately high
in the amount of base compensation
payments
Management are entitled to a severance payment of 250% of annual
base compensation, or 200% of annual cash compensation in legacy
cases, provided that certain narrow conditions are met. The payment is
limited in either case to the compensation for the remaining term of the
respective contract
Management members in takeover
situations
1 Fx & p adj. = adjusted for currency and portfolio effects
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4.4 Compensation Report
Caps on variable compensation components and total compensation
Performance evaluation for both of the variable compensation components is fundamentally
oriented toward profitability and sustainability. The Supervisory Board sets ambitious targets for
the variable compensation while at the same time ensuring a balanced opportunity-and-risk
profile. The short-term variable compensation can fall to as low as zero if targets are not attained.
If targets are clearly exceeded, the payout is limited to 200% (STI) or 250% (LTI) of the individual
target amount.
The Supervisory Board has set an absolute amount in euros for the maximum total compensation
in a fiscal year pursuant to Section 87a, Paragraph 1, Sentence 2, No.1 of the German Stock
Corporation Act. The maximum total annual compensation is €12 million for the Chairman of the
Board of Management and €7.5 million for the other members of the Board of Management.
The maximum total compensation for a fiscal year includes all fixed and variable compensation
components:
// Base compensation
// Fringe benefits
// Service cost according to IFRS for pension entitlement / installment
// Short-term variable cash compensation (STI) (capped at 200%)
// Long-term variable cash compensation (LTI) (capped at 250%)
Compensation components in detail
Fixed compensation
The fixed compensation guarantees the members of the Board of Management an appropriate
income while also aiming to avoid undue risks for the company.
Base compensation
The base compensation is fixed, contractually agreed annual compensation generally paid out in
cash in 12 equal installments within a calendar year. The level of fixed compensation reflects the
role on the Board of Management, experience, area of responsibility and market conditions.
Fringe benefits
Fringe benefits include costs assumed by the company for health screening and various insurance
policies. A budget is also available to each member of the Board of Management for a company
car, including driver, for business and a reasonable amount of private use. In addition, the
company pays the cost of security installations at each member’s private residence. Work-related
moving expenses are either individually reimbursed or compensated in the form of a flat-rate
allowance. Any indemnity payments to new members of the Board of Management for variable
compensation forfeited on termination of previous employment also constitute fringe benefits.
Pension entitlement / installment
Members of the Board of Management appointed after January 1, 2020, are not granted benefits
under the company pension plan but instead receive an earmarked amount known as a pension
installment, which is paid out directly in a lump sum. The pension installment equals 40% of the
respective base compensation. For the company, this avoids all the interest-rate and biometric
risks involved in financing a pension entitlement. It also eliminates the complex actuarial
calculations and administrative procedures involved. The members of the Board of Management
are responsible for making their own pension arrangements. The pension installment is not
included in the basis for calculating the variable compensation components.
According to the explanatory memorandum to the act transposing the second EU Shareholder
Rights Directive into German law (ARUG II) and in compliance with the 2020 version of the
German Corporate Governance Code, system changes do not have to be applied to the existing
service contracts of the Board of Management members. In keeping with this proposition,
members of the Board of Management who were appointed prior to January 1, 2020, are to retain
their contribution-based pension entitlements.
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4.4 Compensation Report
Bayer makes company contributions to complement the personal contributions of 2% up to the
ceiling for statutory pension contributions in Germany. The company contributions are currently
set at 8% to Bayer-Pensionskasse or 2% to Rheinische Pensionskasse – calculated on base
compensation – up to the ceiling for statutory pension contributions in Germany. In addition,
Bayer provides a hypothetical annual contribution equal to 42% of the amount by which the
respective base compensation exceeds that ceiling. This percentage comprises a basic
contribution of 6% and a matching contribution of 36%, which is four times the member’s
personal contribution of 9%. The total annual contribution is converted into a pension entitlement
according to the annuity table for the applicable tariff of the Rheinische Pensionskasse VVaG
pension fund. The annual pension entitlement upon retirement is the total amount of the
accumulated pension entitlements including any investment bonus, the amount of which is
determined annually based on the net return on the assets of the Rheinische Pensionskasse VVaG
minus the minimum return on the contributions that is guaranteed under the tariff and approved
by the German Financial Supervisory Authority (BaFin). Future pension payments are reviewed
annually and adjusted in line with the respective entitlements.
If the contract of a member of the Board of Management is terminated due to permanent
incapacity to work before he or she reaches the age of 60, an invalidity pension is granted.
In addition, the following arrangements are in place for members of the Board of Management
appointed prior to January 1, 2020:
// Werner Baumann acquired rights to a fixed annual pension of €443,940 starting on his 60th
birthday prior to his appointment to the Board of Management. As of May 1, 2016, the day he
was appointed Chairman of the Board of Management, his pension was switched over to a
contribution-based entitlement. In connection with this, he received an additional, vested
entitlement to an annual pension of €200 thousand starting on his 60th birthday. This is subject
to a prorated reduction in the event that his term of office ends prior to his 60th birthday under
certain conditions.
// In view of his split contract, Heiko Schipper participates in pension plans in Germany (30%) –
for his service on the Board of Management of Bayer AG – and in Switzerland (70%) – under
his contract as head of Consumer Health at BCC AG in Basel – on a prorated basis. Schipper’s
pension entitlement in Switzerland arises from a defined benefit plan in which contributions
accumulate in an account and are then disbursed as a retirement annuity.
Certain assets are administered by Bayer Pension Trust e.V. under a contractual trust
arrangement (CTA) to cover pension entitlements resulting from direct commitments in Germany.
This provides substantial additional security – beyond the benefits from the Pension Insurance
Association – for the respective pension entitlements of the members of the Board of
Management in Germany.
Variable cash compensation
Short-term variable cash compensation (STI)
The short-term variable cash compensation depends on the success of the business in the
respective year. It incentivizes operational success accompanied by profitable growth within the
established strategic framework. It also focuses on sustainable cash flow (free cash flow)
development. In addition, the individual performance of the members of the Board of Management
is evaluated using a performance factor that permits the establishment of further targets,
particularly nonfinancial ones. The level of the STI payout is largely governed by each member’s
individual target amount, the target attainments for the three financial components and on the
individual performance factor. Depending on the company’s success, the target attainments for
the three equally weighted financial components may vary between 0% and 200%. The
components of the short-term variable cash compensation are shown in the graphic below.
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4.4 Compensation Report
Components of Short-Term Variable Cash Compensation (STI)
STI (Cap: 200%)
Financial
Group component I
+
Group component II
+
Divisional
component
A 4.4.1/3
Nonfinancial
Individual
performance factor
1/3 of STI target amount
1/3 of STI target amount
1/3 of STI target amount
x
Factor 0.8 – 1.2
Core EPS at
Group level
Free cash flow
at Group level
Matrix of clean EBITDA
margin vs. Fx & p adj.
sales growth at
divisional level
Individual target
attainment and
individual contribution
to team goals
Board members with
functional responsibility
Board members with
divisional responsibility
Weighted performance
of divisions
(45% Crop Science, 45% Pharmaceuticals,
10% Consumer Health)
Performance of division for which
Board member is responsible (100%)
Qualitative
Group targets
Qualitative
divisional targets
Sustainability
targets
Group component I
Group component I is derived from core earnings per share (core EPS) at Group level, which
forms the basis of our dividend policy. Thus core EPS provides specific incentives to raise
profitability in the Bayer Group and at the same time encourages value creation for our
stockholders. At the start of each fiscal year, the Supervisory Board sets a minimum value, a
target corridor and a maximum value for core EPS (referred to as “benchmarks”). The target
function is based on Bayer’s operational planning for the respective fiscal year. However, the
Supervisory Board determines whether it is sufficiently ambitious and adjusts it if necessary. At
the end of each year, the core EPS achieved is compared against the target corridor previously
set for that year. If the target corridor has been achieved, target attainment is 100%. If the target
attainment is above or below the target corridor, the target attainment corresponds to the target
function within an interval of 0% to 200%. A sample payout curve for the core EPS target is given
in the graphic below.
Payout Curve for Core EPS
200 %
150 %
100 %
50 %
0 %
%
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MAX
Target range
MIN
Core EPS in €
If there is a change in the number of shares on which core EPS is based due to a capital increase
or decrease, the Supervisory Board assesses the impact this would have on the STI payout and
resolves separately on any necessary adjustments. It is intended that any share buybacks, in
particular, shall not affect the core EPS component of target attainment. Also in the event of
significant changes in the business not foreseen in the operational planning, such as acquisitions
or divestments of companies, the Supervisory Board assesses the impact on the STI payout and
resolves separately on any necessary adjustments.
For definition of
core EPS see A 2.3
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For fiscal 2020, the core EPS target corridor for the Group component I was set at €7.00 to €7.20
at the start of the year. Core EPS amounted to €6.39, corresponding to a target attainment level
of 38.8%. The target attainment interval set for 2020 was between €6.00 (payout from this
component = 0) and €7.50 (200% payout = cap).
Group component II
The Group component II is determined by the free cash flow at Group level. Using the free cash
flow to calculate this component incentivizes an increase in the cash flow available for paying
dividends, reducing debt and making acquisitions, and ensures the Bayer Group’s liquidity. At the
start of each fiscal year, the Supervisory Board sets a minimum value, a target corridor, a
maximum value and additional benchmarks for the free cash flow. The target corridor is based on
Bayer’s operational planning for the respective fiscal year. However, the Supervisory Board
determines whether it is sufficiently ambitious and adjusts it if necessary. At the end of each year,
the free cash flow achieved is compared against the target corridor previously set for that year. If
the target attainment is above or below the target corridor, the target attainment corresponds to
the target function within an interval of 0% to 200%. A sample payout curve for the free cash flow
target is given in the graphic below.
For definition of free
cash flow see A 2.3
A 4.4.1/5
MAX
Payout Curve for Free Cash Flow
200%
180%
160%
140%
120%
100%
80%
60%
40%
20%
0%
%
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Target range
MIN
Free cash flow in €
In determining target attainment, the Supervisory Board has the discretion to adjust the free cash
flow for significant unplanned and nonrecurring extraordinary effects for which no allowance could
be made, or that could be allowed for only differently, when the target was set and that are
considered irrelevant to performance with respect to the STI. A complete list of predefined criteria
is drawn up for this purpose.
For fiscal 2020, the target corridor set for the Group component II at the start of the year was
€4.75 billion to €5.25 billion based on continuing operations. The target attainment interval set for
2020 was between €3.75 billion (payout from this component = 0) and €6.25 billion (200% payout
= cap). The free cash flow from continuing operations amounted to €4.8 billion after adjusting for
significant unplanned and nonrecurring effects, with the payments in connection with settlement
agreements reached in 2020 in the glyphosate, dicamba, PCB and EssureTM litigations classified
as unplanned and nonrecurring. This corresponded to a target attainment level of 100%.
Divisional component
This component is calculated for each division by setting the EBITDA margin before special items
against currency- and portfolio-adjusted sales growth in a matrix. Members of the Board of
Management with divisional responsibility are assessed solely based on the respective division’s
performance, while those with functional responsibility are assessed based on the weighted
average performance of all divisions. This average performance is determined using the following
weightings: 45% Crop Science, 45% Pharmaceuticals and 10% Consumer Health. Profitable
growth is among the Bayer Group’s main priorities, and this matrix serves to specifically
incentivize profitable growth in each division. Growth should only be generated while maintaining
profitability, and raising profitability in the short term should not be incentivized at the expense
of growth. At the start of each fiscal year, the Supervisory Board sets an interval – defined by a
minimum value, a target corridor and a maximum value – and additional benchmarks for each
For definition of EBITDA
margin before special
items see A 2.3
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division’s EBITDA margin before special items and currency- and portfolio-adjusted sales growth.
The target matrix is based on the operational planning of the divisions for the respective fiscal
year. However, the Supervisory Board determines whether it is sufficiently ambitious and adjusts it
if necessary. At the end of each year, the EBITDA margin before special items and the currency-
and portfolio-adjusted sales growth achieved are compared to the target matrix previously set for
that year.
Awards above 100% of the target corridor can occur, for example, if one performance target is
met and the other is exceeded, or if both performance target corridors are exceeded.
STI Payout Matrix for the 2020 Financial Targets of the Divisions
A 4.4.1/6
EBITDA margin before special items
CS
PH
CH
Minimum
value
25.2%
33.0%
21.5%
0%
…
50%
…
100%
Target
corridor
26.2–
26.4%
34.0–
34.2%
22.5–
23.1%
50%
…
100%
…
150%
…
…
…
…
…
…
…
…
Maximum
value
27.4%
35.2%
24.1%
100%
…
150%
…
200%
…
…
…
…
…
…
…
…
Sales
growth
(Fx & p.
adj.)
Minimum
value
Target
corridor
Maximum
value
CS
PH
CH
1.1%
…
0.7%
…
3.6–4.6% 3.2–4.2%
…
…
0.0%
…
2.5%
…
7.1%
6.7%
5.0%
Fr
Fx & p. adj. = currency- and portfolio-adjusted
For fiscal 2020, the currency- and portfolio-adjusted sales growth and EBITDA margin before
special items achieved by the divisions were as follows.
Crop Science
// Sales growth vs. 2019 (Fx & portfolio adj.):
// EBITDA margin before special items:
// Overall target attainment therefore amounted to 0%.
Actual figure 1.3%
Actual figure 24.1%
Pharmaceuticals
// Sales growth vs. 2019 (Fx & portfolio adj.):
// EBITDA margin before special items:
Overall target attainment therefore amounted to 0%.
Actual figure –1.5%
Actual figure 34.9%
Consumer Health
// Sales growth vs. 2019 (Fx & portfolio adj.):
// EBITDA margin before special items
// Overall target attainment therefore amounted to 120.7%.
Actual figure 4.7%18
Actual figure 22.0%
Attainment levels for the Group and divisional components of the STI
Group components I and II along with the divisional component resulted in the following overall
target attainment levels for 2020:
// Crop Science:
// Pharmaceuticals:
// Consumer Health:
46.3%
46.3%
86.5%
This led to a 50.3% target attainment for Board of Management members with functional responsibility.
18 Sales growth (Fx & portfolio adj.) was adjusted downward by 0.5 percentage points because growth in Argentina was distored by
hyperinflation.
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Individual performance factor
The individual performance of each member of the Board of Management is evaluated by
assessing the extent to which the individual performance targets agreed with him or her at the
start of the year have been attained while taking into account the member’s personal
contributions to the achievement of the Board of Management’s team goals. The attainment of
the nonfinancial targets, such as innovation progress or safety and compliance, along with
sustainability goals, is also taken into account. The attainment of the financial targets is multiplied
by a factor of between 0.8 and 1.2.
In accordance with a resolution of the Human Resources Committee and the Supervisory Board,
all members of the Board of Management are set individual targets tailored to their respective
areas of responsibility. Target attainment is individually evaluated following the end of the fiscal
year. The following table provides an overview of the subject areas taken into account for the
individual performance targets agreed upon for 2020.
A 4.4.1/7
Individual Targets Agreed for 2020
Board of Management member
Topic areas for individual targets
Werner Baumann
Liam Condon
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
// Operationalize the Bayer 2022 project
// Defend the glyphosate litigations
// Assume new, additional role as Labor Director
// Implement sustainability strategy
// Promote innovation and digitalization
// Advance the product pipeline
// Develop digital business models
// Launch the sustainability strategy
// Steer operations to attain financial KPIs
// Drive forward the Bayer 2022 project to achieve savings
// Drive forward digitalization
// Outsource IT activities
// Advance product developments
// Commercialize new products
// Strengthen the Pharmaceuticals pipeline through in-licensing
// Drive forward sustainability activities
// Accelerate sales growth and profitability
// Strengthen the portfolio through acquisitions and in-licensing
// Implement the digital strategy
// Integrate the sustainability strategy
In addition, team targets are agreed to reflect the collective responsibility of the members of the
Board of Management as a governance body. The team targets are based on the Group targets
set by the Board of Management for 2020 and approved by the Supervisory Board. The following
table provides an overview of the subject areas.
A 4.4.1/8
Team Targets for 2020
Subject area
Alignment against growth
markets
Innovation powered by
science
// Further progress the integration within Crop Science and strengthen our leadership position in agriculture
// Drive organic growth by implementing strategic focus areas anchored in the divisional strategies
// Intensify sourcing of value-creating external growth opportunities to ensure a robust foundation for future growth
// Accelerate pipeline innovations
// Drive breakthrough innovation by leveraging new sciences and technologies with Leaps
// Build portfolio of disruptive digital business models
Excellence in execution
// Complete announced portfolio measures and execute Bayer 2022 program including efficiency programs in
divisions and enabling functions
// Advance litigation process and earn back trust of shareholders
Commitment to people
and sustainability
// Execute defined digital transformation roadmaps for divisions and enabling functions
// Integrate sustainability into divisional strategic plans and elevate sustainability objectives
// Drive sustainability communication and improve reputation
// Attract, engage, develop and retain talents with a strong commitment to LIFE and our inclusion & diversity
strategy
// Deliver leading-edge capabilities to Bayer through workforce upskilling and by developing our digital culture
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The attainment of the individual targets and the team targets is assessed by the Human
Resources Committee and the Supervisory Board following the end of the fiscal year. The
performance factor amounted to between 1.03 and 1.09 for the individual members of the Board
of Management.
Payment of the short-term variable compensation (STI)
The STI is paid out in the following year on the earliest possible date and is capped at 200% of the
individual target amount.
Change in the way short-term variable compensation is calculated compared with 2019
Significant changes in the way short-term variable compensation is calculated compared with the
2019 methodology pertained to two aspects in particular:
// Free cash flow performance at Group level is now additionally taken into account
// The transition from an additive to a multiplier principle for the performance of the members of
the Board of Management with respect to the individual and team targets
Long-term stock-based cash compensation (LTI)
Members of the Board of Management are eligible to participate in the annual tranches of the
long-term stock-based compensation program Aspire on the condition that they purchase a
certain number of Bayer shares – determined for each individual according to specific rules – as a
personal investment and hold them until two years after their term of service ends.
Aspire 2.0 tranches issued each year until 2019
The LTI target values for the Aspire 2.0 tranches issued each year until 2019 are generally based
on a contractually agreed target rate of 150% of base compensation. The starting value is also
multiplied by the individual STI payout factor for the Board of Management member concerned for
the year prior to the issuance of the respective tranche.
LTI target value = 150% * base compensation * STI payout factor prior to issuance of the tranche
The LTI payout after four years corresponds to the LTI target value, adjusted to reflect the
development of Bayer’s share price and its performance relative to the EURO STOXX 50 along
with the dividends paid in the meantime based on the virtually acquired number of shares (total
stockholder return approach):
LTI payout = LTI target value *
average share price on the last 30 trading days
prior to expiration of the tranche
average share price on the last 30 trading days
prior to issuance of the tranche
performance relative to
EURO STOXX 50
+
total dividend
equivalents
*
For the Board of Management, an additional performance measure is included in the form of the
comparison with the EURO STOXX 50. This increases or decreases the payout by the percentage
of overperformance or underperformance, respectively, but by no more than 50% either way.
Target attainment for Aspire tranches issued in 2016 and 2017
The following table provides an overview of the 2016 and 2017 Aspire tranches (payouts in
January 2020 and January 2021, respectively), including the starting and final prices / values for
Bayer stock and the EURO STOXX 50 – which are the average prices / values on the 30 trading
days preceding the respective reference date – and the percentage payouts.
Aspire Target Attainment
Bayer stock starting price1
Bayer stock final price
EURO STOXX 50 starting value
EURO STOXX 50 final value
Percentage payout
1 Price adjusted due to rights issue on June 6, 2018
A 4.4.1/9
2017
tranche
€91.92
€47.99
3,156.0
3,520.5
38.09%
2016
tranche
€117.27
€69.95
3,346.5
3,709.8
38.93%
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If a member of the Board of Management enters retirement during the year or steps down from
the Board of Management during the year due to the nonextension of his or her service contract
by mutual agreement or on the company’s request, the Aspire tranche granted for that year
is reduced on a prorated basis according to the duration of the member’s active service on the
Board of Management during this first year of the tranche. In this case, tranches granted for
previous years continue unchanged.
Aspire 3.0 tranches issued each year from 2020
The annual tranches are allocated in the form of virtual shares with a performance period of four
years for each tranche. The number of virtual shares conditionally allocated is calculated by
multiplying base compensation by the contractually agreed target rate of 150% to determine the
LTI target amount, which is then divided by the arithmetic mean of the XETRA closing prices for
Bayer stock on the 30 stock exchange trading days immediately preceding the start of the
respective performance period.
The payout at the end of the performance period depends on the target attainment for the
performance criteria of relative capital market performance and return on investment, each with a
weighting of 50%. Depending on the company’s success, the target attainments for the
performance criteria may vary between 0% and 200%. The payout is calculated by multiplying the
conditionally allocated number of virtual shares by the arithmetic mean of the XETRA closing
prices for Bayer stock on the 30 stock exchange trading days immediately preceding the end of
the performance period and by the performance target attainment. In addition, the participants
receive a dividend equivalent based on the sum of the dividends paid on each conditionally
allocated virtual share during the performance period. The LTI payout is capped at 250% of the
individual target amount. The components of the long-term variable cash compensation (LTI) are
shown in the graphic below.
Components of Long-Term Variable Cash Compensation (LTI)
A 4.4.1/10
Absolute share
price development
x
Target amount divided
by average price on
the 30 stock exchange
trading days preceding
the allocation date of
the respective tranche
multiplied by the
average price on the
30 stock exchange
trading days preceding
the cycle
LTI (Cap: 250%)
Success factors
Dividend equivalent
Relative capital
market performance
+
Return on
investment
50% of LTI
target amount
50% of LTI
target amount
Total shareholder
return compared
to EURO STOXX 50
Total Return
ROCE at Group level
+
Sum of dividends
paid during
performance
period on each
virtual share
allocated
at start of period
Relative capital market performance
The relative capital market performance is determined by the difference between the development
of Bayer’s total shareholder return (TSR) and that of a benchmark index, the EURO STOXX 50
Total Return. The TSR shows how Bayer shares performed over the four-year performance
period, including share price development and hypothetically reinvested gross dividends. This
takes account of the capital market performance of Bayer in relation to the EURO STOXX 50 Total
Return. Bayer aims to be an attractive investment target and therefore incentivizes above-average
capital market performance. The initial and final values for calculating the TSR are based on the
arithmetic mean of the XETRA closing prices for Bayer stock on the 30 stock exchange trading
days immediately preceding the start and the end, respectively, of the four-year performance
period. The final value also includes the hypothetically reinvested gross dividends during that time.
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This reduces the effect of incidental share price movements that are not sustained. Target
attainment is determined from the difference between Bayer’s TSR over the period and that of the
EURO STOXX 50 Total Return. If the difference is zero – i.e., performance is on a par with that of
the index – target attainment is 100%. If the difference is more than – 30% points, target
attainment is 0%. If the difference equals – 30% points, target attainment is 40%. If the difference
is +50% points or more, target attainment is 200%. The payout curve for the relative TSR target
is given in the graphic below.
A 4.4.1/11
Payout Curve for Relative TSR
200%
100%
40%
%
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– 30%
0%
50%
TSR outperformance in % points
Return on investment
The return on investment is based on the return on capital employed (ROCE) at Group level. The
ROCE is used as a strategic indicator. The annual comparison of the ROCE to the weighted
average cost of capital indicates the value generated by the company. The ROCE is an important
part of Bayer’s corporate steering system. At the start of each tranche, the Supervisory Board
sets a minimum value, a target corridor, a maximum value and additional benchmarks for the step
function. The minimum value is based on the weighted average cost of capital (WACC) on the
date of issue of the respective tranche. The target corridor for 100% target attainment is based on
the WACC and an ambitious premium. At the end of the four-year performance period, the ROCE
achieved in the final year of the performance period is compared to the target corridor set for that
tranche of the LTI. If the target corridor has been achieved, target attainment is 100%. If the
target attainment is above or below the target corridor, the target attainment corresponds to the
target function within an interval of 0% to 200%. A sample payout curve for the ROCE target is
given in the graphic below.
For definition of ROCE
see A 2.3
Payout Curve for ROCE
200%
180%
160%
140%
120%
100%
80%
60%
40%
20%
0%
%
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MAX
Target range
MIN
ROCE in %
In determining target attainment, the Supervisory Board has the discretion to adjust the ROCE for
significant extraordinary effects for which no allowance could be made, or that could be allowed
for only differently, when the target was set and that are considered irrelevant to performance with
respect to the LTI. A complete list of predefined criteria was drawn up in advance for this
purpose.
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For more information on
our sustainability targets
see A 1.2.1.
The actual payout curve, the target attainment and an explanation and rationale for any
adjustments the Supervisory Board makes to the ROCE target are disclosed in the subsequent
Compensation Report.
Compensation in 2021: Sustainability
In 2021, we will introduce sustainability as an additional criterion with a weighting of 20%. The
other two performance criteria – relative capital market performance and return on investment –
will then each have a weighting of 40%.
Starting with the 2021 fiscal year, the Supervisory Board determines which sustainability goals
are relevant for the four-year performance period upon the issuance of each LTI tranche.
Sustainability goals at both divisional and Group level may be taken into account. In setting the
sustainability goals, the Supervisory Board takes care to ensure that these are measurable and
transparent and in doing so is guided by the goals contained in the Bayer sustainability strategy.
At the start of each four-year tranche, the Supervisory Board sets a minimum value, a target
corridor and a maximum value for the individual sustainability goals. If the target attainment is
above or below the target corridor, the target attainment corresponds to the target function within
an interval of 0% to 200%.
The specific sustainability goals are disclosed in the Compensation Report. An explanation of how
the target attainment for the individual sustainability goals was determined is published in a
subsequent Compensation Report.
Payment of the long-term variable compensation (LTI)
Payment is made on the earliest possible date after the end of the four-year performance period
and is capped at 250% of the individual target amount.
Malus and clawback provisions for variable compensation
In the event of gross misconduct or misrepresentation in financial reporting, the Supervisory
Board has the discretion to withhold the STI and LTI for fiscal years from 2020 onward (malus)
or – if these have already been paid out – to require that they be repaid to the company
(clawback). In the event a member of the Board of Management violates a substantial duty of
care, significant obligations under his or her service contract or other important operating
principles such as those prescribed by the Code of Conduct for Members of the Board of
Management or the Corporate Compliance Policy, the Supervisory Board in the proper exercise of
its discretion may reduce or cancel the portion of the variable compensation that has not yet been
paid out (malus). The Supervisory Board in the proper exercise of its discretion may also require
that all or part of any gross amount that has already been paid out be repaid to the company
(clawback).
Moreover, the members of the Board of Management are obligated to repay any variable
compensation already paid out if it is subsequently established that the audited and approved
consolidated financial statements on which the calculation of the payout for fiscal years from 2020
onward was based were defective. This applies even if the defectiveness of the consolidated
financial statements is not attributable to any fault on the part of the members of the Board of
Management.
Irrespective of the above, a legal basis also exists for payment reductions or regress in the event
of a damaging breach of duty by members of the Board of Management.
Share Ownership Guidelines
The Bayer Share Ownership Guidelines are also an integral factor in the compensation system.
They serve to further align the interests of the Board of Management with those of our
stockholders and to strengthen sustainable development. Under the Bayer Share Ownership
Guidelines, members of the Board of Management are required to build substantial positions in
Bayer shares within four years of joining the Board. They must purchase shares to the value of
200% of base compensation in the case of the Chairman and 100% in the case of the other
members of the Board of Management and retain them for the remainder of their service on the
Board of Management and for two years thereafter. If they cannot provide evidence of this share
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4.4 Compensation Report
ownership, they have no claim to payment of the LTI. The virtual shares allocated as part of the
LTI program do not count toward the number of Bayer shares to be purchased under the Share
Ownership Guidelines.
Contract durations and entitlements upon termination of service on the
Board of Management
In appointing members of the Board of Management and determining the durations of their
service contracts, the Supervisory Board observes the requirements of Section 84 of the German
Stock Corporation Act and the recommendations of the German Corporate Governance Code.
Members of the Board of Management are generally appointed for an initial term of office of three
years under a three-year service contract. Subsequent reappointments / contract extensions are
for maximum further terms of five years each, although Bayer generally only extends contracts by
a maximum of four years at a time.
If the service contract of a member of the Board of Management is terminated before the end of
the term of office – other than for cause – at the company’s instigation, his or her entitlements
under the service contract are fulfilled until the termination date. Payments of variable
compensation are made on the originally agreed dates and conditions and are not brought
forward. In line with the recommendations of the German Corporate Governance Code, the
service contracts of the members of the Board of Management contain the provision that
payments upon termination of service shall not exceed twice the annual compensation or the
compensation amount for the remaining term of the contract if this is lower.
Change of control
To ensure their independence, members of the Board of Management are also entitled to a
severance payment in the event of a change of control as defined in the German Securities
Acquisition and Takeover Act, provided certain narrow conditions are met. The claim to a
severance payment only arises if the service contract is terminated by mutual agreement at the
company’s instigation or if the position of the Board of Management member is significantly
affected by the change of control and he or she gives notice of termination within 12 months of
the date of the change of control. The position of the Board of Management member is
significantly affected if, in particular, one of the following conditions is fulfilled:
// Significant changes in the company’s strategy,
// Significant changes in his or her own area of activity or
// Significant changes in the company’s legal form.
In these cases, members of the Board of Management are entitled to a severance payment of
250% of annual base compensation, though this must not exceed the compensation for the
remaining term of the respective contract. Members of the Board of Management who were
appointed in or prior to 2010 are entitled, in the cases described above, to a severance payment
of 200% of annual cash compensation (base compensation, target STI and target LTI), though this
must not exceed the compensation for the remaining term of the respective contract. This
entitlement does not exist if termination takes place for cause as defined in Section 626 of the
German Civil Code.
Post-contractual noncompete agreements
Post-contractual noncompete agreements exist with the members of the Board of Management,
providing for indemnity payments to be made by the company for the two-year duration of these
agreements. The indemnity payment for each of the two years amounts to 100% of a member’s
average base compensation for the 12 months preceding his or her departure. In the event a service
contract is terminated early, any severance payment for the remaining part of the original term of the
contract is deducted from the indemnity payment. Upon contract termination, the company may
waive the post-contractual noncompete agreement, in which case no indemnity is paid.
Unfitness for work
In the event of temporary unfitness for work, members of the Board of Management continue to
receive the contractually agreed compensation. The Supervisory Board may early terminate the
service contract of a Board of Management member who has been continuously unfit for work for
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4.4 Compensation Report
at least 18 months and is likely to be permanently incapable of fully performing his or her duties
(permanent incapacity to work).
Payment for service on governance bodies
Any compensation a member of the Board of Management receives for service on the supervisory
board of a Bayer Group company is deducted from his or her base compensation. Any
membership in a supervisory board of a company outside the Bayer Group must be approved in
advance by the Supervisory Board. Where a member of the Board of Management serves on the
supervisory board of a company outside the Bayer Group, the Supervisory Board of Bayer
Aktiengesellschaft decides whether and to what extent a deduction is to be made.
Temporary deviations from the compensation system
Individual elements of the compensation system described may deviate temporarily in exceptional
cases if this is necessary for the long-term good of our company. Any such deviations require a
resolution of the Supervisory Board. The elements of the compensation system that may deviate
in exceptional cases are the performance criteria for the STI and LTI. Moreover, the position-
building phase under the Share Ownership Guidelines may be temporarily suspended if there is a
potential risk of insider trading.
Compensation of the Board of Management in 2020
The aggregate compensation (HGB) for the members of the Board of Management in 2020 totaled
€17,289 thousand (2019: €26,075 thousand), comprising €6,721 thousand (2019: €8,227 thousand)
in non-performance-related components and €10,568 thousand (2019: €17,848 thousand) in
performance-related components. The pension service cost amounted to €2,285 thousand (2019:
€2,753 thousand).
As of December 31, 2020, the Board of Management of Bayer AG consisted of five members. The
service of Dr. Hartmut Klusik and Kemal Malik on the Board of Management ended on December
31, 2019. There were no changes in the membership of the Board of Management during 2020.
The following table shows the aggregate compensation, according to the German Commercial
Code, of the individual members of the Board of Management who served in 2019 and / or 2020:
Relative Board of Management Compensation (German Commercial Code)
Base
compensation
Fringe benefits
Short-term
variable cash
compensation
Long-term
stock-based cash
compensation
(Aspire)1
Aggregate
compensation
Pension
service cost2
€ thousand
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
Serving members of the Board of Management as of December 31, 2020
A.4.4.1/13
Werner Baumann
(Chairman)
Liam Condon
Wolfgang Nickl
Stefan Oelrich3
Heiko Schipper4
Former members
Dr. Hartmut Klusik
Kemal Malik5
Total6
1,650
1,668
950
787
840
787
787
814
961
796
849
796
–
–
47
44
68
854
523
39
37
59
47
91
860
594
–
–
1,717
896
859
983
918
819
792
906
458
428
420
751
2,804
1,841
1,319
1,226
1,181
2,502
1,441
1,194
1,274
1,194
6,218
3,731
3,033
3,903
3,409
5,135
2,907
2,509
3,403
3,335
–
–
1,240
1,253
–
–
2,885
2,896
–
–
1,014
1,317
457
188
202
314
223
355
437
147
157
227
–
–
6,615
5,070
1,612
1,651
6,984
2,963
10,864
7,605
26,075
17,289
2,753
2,285
1 Fair value at the grant date
2 Including company contributions to Bayer-Pensionskasse VVaG, Rheinische Pensionskasse VVaG and to a pension fund outside Germany
3 The fringe benefits for Stefan Oelrich contain an indemnity payment of €808 thousand (2019: €808 thousand) for variable compensation components granted to
him by his former employer that lapsed due to his joining Bayer. This indemnity amounts to €2,424 thousand in total and is being paid over a period of three
years on a pro rata temporis basis.
4 The fringe benefits for Heiko Schipper contain an indemnity payment of €530 thousand (2019: €495 thousand) for variable compensation components granted
to him by his former employer that lapsed due to his joining Bayer. This indemnity amounts to a maximum of €1,950 thousand. A quarter of this amount was paid
at the date he joined the Board of Management. The remaining three-quarters is being paid over a period of three years on a pro rata temporis basis.
5 A severance payment of €6,831 thousand (HGB valuation) was agreed with Kemal Malik in view of his leaving the company on December 31, 2019. This puts him
in the same position as if he had held office until December 31, 2021, and had then retired.
Bayer Annual Report 2020
A Combined Management Report
138
4.4 Compensation Report
6 The total compensation of the Board of Management includes base compensation of €557 thousand (2019: €551 thousand), fringe benefits of €435 thousand
(2019: €374 thousand), short-term variable cash compensation of €525 thousand (2019: €643 thousand) and long-term stock-based cash compensation of
€836 thousand (2019: €827 thousand) that Heiko Schipper received in 2019 and 2020 from our subsidiary Bayer Consumer Care AG, Switzerland, in his capacity
as head of the Consumer Health Division.
Board of Management Compensation (German Commercial Code)
Base compensation
Fringe benefits
Short-term variable
cash compensation
Long-term
stock-based cash
compensation
(Aspire)
A.4.4.1/14
Aggregate
compensation
€ thousand
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
Serving members of the Board of Management as of December 31, 2020
Werner Baumann
(Chairman)
Liam Condon
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
Former members
Dr. Hartmut Klusik
Kemal Malik
Total
26.5%
25.5%
25.9%
21.5%
23.1%
27.3%
28.1%
25.4%
32.5%
33.1%
31.7%
24.9%
23.9%
–
–
29.3%
0.8%
1.2%
2.2%
21.9%
15.3%
1.4%
1.3%
6.2%
1.1%
1.6%
3.6%
25.3%
17.8%
–
–
9.5%
27.6%
24.0%
28.3%
25.2%
26.9%
28.4%
27.3%
26.8%
17.6%
15.8%
17.1%
12.3%
22.5%
–
–
17.1%
45.1%
49.3%
43.5%
31.4%
34.6%
43.0%
43.3%
41.7%
48.7%
100.0%
100.0%
49.6%
100.0%
100.0%
47.6%
100.0%
100.0%
37.4%
100.0%
100.0%
35.8%
100.0%
100.0%
–
–
100.0%
100.0%
–
–
44.0%
100.0%
100.0%
Annual base compensation
The base compensation of the members of the Board of Management was adjusted in 2020. The
total base compensation of all the members was €5,070 thousand (2019: €6,615 thousand). The
base compensation of all the members of the Board of Management was adjusted in line with the
development of the consumer price index.
Short-term variable cash compensation
The total short-term variable cash compensation for all the members of the Board of Management
in 2020 amounted to €2,963 thousand (2019: €6,984 thousand), for which corresponding
provisions were established. In 2019, a solidarity contribution of 0.14% was deducted from the
STI awards of employees in the corresponding German companies in accordance with the
agreements concluded with employee representatives to help safeguard jobs.
Long-term variable cash compensation based on virtual Bayer shares
This is no longer a component of long-term compensation following the adjustment of the
compensation system for the Board of Management effective January 1, 2016.
The final payment was made in January 2019.
Long-term stock-based cash compensation (Aspire)
The long-term stock-based cash compensation under the Aspire 3.0 program is included in
the aggregate compensation according to the German Commercial Code at its fair value of
€7,605 thousand (2019 Aspire 2.0: €10,864 thousand) at the respective grant date.
The aggregate compensation according to IFRS includes the fair value of the partial entitlement
earned in the respective year under Aspire 2.0 and Aspire 3.0. Grants of stock-based
compensation with a four-year performance period are therefore expensed at their respective fair
values over four years starting with the grant year. The stock-based compensation according to
IFRS also includes the change in the value of existing entitlements under ongoing Aspire tranches
granted in prior years.
Bayer Annual Report 2020
A Combined Management Report
139
4.4 Compensation Report
Board of Management Compensation – Aspire Program (IFRS)
€ thousand
Stock-based compensation
entitlements earned in
the respective year1
Change in the value
of existing entitlements2
Total3
Serving members of the Board of Management
as of December 31, 2020
Former members
Werner
Baumann
(Chairman)
Liam
Condon
Wolfgang
Nickl
Stefan
Oelrich
Heiko
Schipper
2020
2,070
1,163
2019
2020
2019
2020
2019
1,849
(1,161)
(48)
909
1,071
(597)
(40)
566
1,801
1,031
836
553
(273)
3
563
556
861
536
(234)
1
627
537
812
512
(265)
3
547
515
Dr.
Hartmut
Klusik
–
2,471
–
(37)
–
2,434
Kemal
Malik
–
897
–
(38)
–
859
A.4.4.1/15
Total
5,742
7,889
(2,530)
(156)
3,212
7,733
1 The newly earned entitlements are derived from the 2017 – 2020 (2019: 2016 – 2019) tranches of the Aspire program because this compensation was or is being
earned over a four-year period. They are stated at their prorated fair values in 2019 and 2020, respectively. Dr. Hartmut Klusik and Kemal Malik earned their
entitlements at an accelerated rate until they left the company on December 31, 2019, which is why the entitlements they earned in 2019 are higher than those
of the other members of the Board of Management serving as of December 31, 2019.
2 This line shows the change in the value of the entitlements already earned in 2017, 2018 and 2019 (2019: 2016, 2017 and 2018).
3 €569 thousand of the entitlements earned in 2020 (2019: €359 thousand) and minus €186 thousand of the change in the value of existing entitlements
(2019: €2 thousand) pertain to entitlements against our subsidiary Bayer Consumer Care AG, Switzerland.
Provisions of €9,637 thousand (2019: €13,323 thousand) were established for the Aspire
entitlements of the members of the Board of Management serving as of December 31, 2020.
Of this amount, €6,367 thousand relates to the tranches issued up to 2019 and €3,270 thousand
to the 2020 tranche.
Pension entitlements
The pension service cost recognized for the members of the Board of Management in 2020
according to the German Commercial Code was €2,285 thousand (2019: €2,753 thousand),
while the current service cost for pension entitlements recognized according to IFRS was
€3,375 thousand (2019: €3,439 thousand). The following table shows the service cost and the
settlement or present value of the pension obligations attributable to the individual members of
the Board of Management.
Pension Entitlements (German Commercial Code and IFRS)
German Commercial Code
A.4.4.1/16
IFRS
Pension service cost1
Settlement value of
pension obligation
as of December 312
Current service cost for
pension entitlements
Present value of defined
benefit pension obligation
as of December 31
€ thousand
2019
2020
2019
2020
2019
2020
2019
2020
Serving members of the Board of Management as of December 31, 2020
Werner Baumann (Chairman)
1,014
1,317
Liam Condon
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
Former members
Dr. Hartmut Klusik
Kemal Malik
Total
457
188
202
314
223
355
437
147
157
227
–
–
13,953
4,289
367
236
18,619
5,371
610
531
5,075
5,999
6,820
4,247
–
–
1,310
1,895
627
257
274
248
267
456
702
257
271
250
–
–
20,325
6,220
573
362
25,019
7,188
877
753
5,141
6,086
9,234
5,494
–
–
2,753
2,285
34,987
31,130
3,439
3,375
47,349
39,923
1 Including company contribution to Bayer-Pensionskasse VVaG, Rheinische Pensionskasse VVaG and a pension fund outside Germany
2 The pension obligations of foreign subsidiaries and Bayer pension funds are included at present value according to IFRS.
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A Combined Management Report
140
4.4 Compensation Report
The difference between the pension service cost according to the German Commercial Code and
the service cost for pension entitlements according to IFRS arises from the difference in the
valuation principles used in calculating the settlement value according to the German Commercial
Code and the present value of the defined benefit pension obligation according to IFRS.
Benefits upon termination of service on the Board of Management
The following table shows the present values of the contractually agreed indemnity payments for
members of the Board of Management resulting from noncompete agreements as of December
31, 2020. For currently serving members of the Board of Management, it is assumed that these
payments will commence when their current contracts expire. Expected inflation-based
adjustments to base compensation are taken into account in the calculation.
Indemnity Payments in Event of Contract Termination
€ thousand
Serving members of the
Board of Management
Werner Baumann
Liam Condon
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
Base compensation
in 2020
End of current
contract
1,668
961
796
849
796
April 30, 2024
Dec. 31, 2023
April 25, 2025
Oct. 31, 2021
Feb. 28, 2025
A.4.4.1/17
Present value
of potential
indemnity payments
as of Dec. 31, 2020
Aggregate Board of Management compensation (IFRS)
The aggregate Board of Management compensation according to IFRS is shown in the
following table.
Board of Management Compensation according to IFRS
€ thousand
Base compensation
Fringe benefits
Total short-term non-performance-related compensation
Short-term performance-related cash compensation
Total short-term compensation
Stock-based compensation (Aspire) earned in the respective year
Change in value of existing entitlements to stock-based compensation (Aspire)
Total stock-based compensation (long-term incentive)
Service cost for pension entitlements earned in the respective year
Total long-term compensation
Severance indemnity in connection with the termination of a service contract
Aggregate compensation (IFRS)
2019
6,615
1,612
8,227
6,984
15,211
7,889
(156)
7,733
3,439
11,172
8,714
35,097
4.4.2 Compensation and Benefits Granted and Their Allocation to
Members of the Board of Management
The following tables show the compensation – including fringe benefits – granted for 2020,
indicating the target values and the maximum and minimum achievable values for the variable
compensation components, along with the allocation of compensation.
3,370
1,950
1,632
1,706
1,632
A.4.4.1/18
2020
5,070
1,651
6,721
2,963
9,684
5,742
(2,530)
3,212
3,375
6,587
–
16,271
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A Combined Management Report
141
4.4 Compensation Report
Compensation and Benefits Granted (Part I)
A.4.4.2/1
Serving members of the Board of Management as of December 31, 2020
Werner Baumann
(Chairman)
Liam Condon
(Crop Science)
Wolfgang Nickl
(Finance)
Joined Jan. 1, 2010
Joined Jan. 1, 2016
Joined April 26, 2018
Target
value
2019
Target
value
2020
Min.
2020
Max.1
2020
Target
value
2019
Target
value
2020
Min.
2020
Max.1
2020
Target
value
2019
Target
value
2020
Min.
2020
Max.1
2020
€ thousand
Base compensation
Fringe benefits
1,650
1,668
1,668
1,668
47
59
59
59
950
44
961
47
961
47
961
47
787
68
855
796
91
887
796
91
887
796
91
887
Total fixed annual compensation
1,697
1,727
1,727
1,727
994
1,008
1,008
1,008
Short-term variable cash
compensation
Long-term stock-based
compensation
(Aspire)
1,650
1,668
0
3,336
950
961
0
1,921
787
796
0
1,592
Aspire 2.0
2019 (Jan. 1, 2019 – Dec. 31, 2022)
2,804
Aspire 3.0
2020 (Jan. 1, 2020 – Dec. 31, 2023)
1,841
1,319
2,502
0
6,256
1,441
0
3,602
1,194
Total
6,151
5,897
1,727 11,319
3,785
3,410
1,008
6,531
2,961
2,877
Service cost / benefit expense (IFRS)
1,310
1,895
1,895
1,895
627
702
702
702
257
257
0
887
257
2,985
5,464
257
Total compensation
7,461
7,792
3,622 13,214
4,412
4,112
1,710
7,233
3,218
3,134
1,144
5,721
Compensation and Benefits Granted (Part II)
€ thousand
Base compensation
Fringe benefits
Total fixed annual compensation
Short-term variable cash compensation
Long-term stock-based compensation
(Aspire)
Aspire 2.0
2019 (Jan. 1, 2019 – Dec. 31, 2022)
Aspire 3.0
2020 (Jan. 1, 2020 – Dec. 31, 2023)
Total
Service cost / benefit expense (IFRS)
Total compensation
A.4.4.2/1 (continued)
Serving members of the Board of Management as of December 31, 2020
Stefan Oelrich3
(Pharmaceuticals)
Joined Nov. 1, 2018
Heiko Schipper4
(Consumer Health)
Joined Mar. 1, 2018
Target
value
2019
Target
value
2020
840
854
849
860
Min.
2020
849
860
1,694
1,709
1,709
840
849
0
Max.1
2020
849
860
1,709
1,698
Target
value
2019
Target
value
2020
787
523
796
594
Min.
2020
796
594
1,310
1,390
1,390
787
796
0
Max.1
2020
796
594
1,390
1,592
1,226
3,760
274
1,274
3,832
271
0
1,709
271
3,184
6,591
271
1,181
3,278
248
1,194
3,380
250
0
1,390
250
2,985
5,967
250
4,034
4,103
1,980
6,862
3,526
3,630
1,640
6,217
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A Combined Management Report
142
4.4 Compensation Report
Compensation and Benefits Granted (Part III)
€ thousand
Base compensation
Fringe benefits
Total fixed annual compensation
Short-term variable cash compensation
Long-term stock-based compensation
(Aspire)
Aspire 2.0
2019 (Jan. 1, 2019 – Dec. 31, 2022)
Aspire 3.0
2020 (Jan. 1, 2020 – Dec. 31, 2023)
Total
Service cost / benefit expense (IFRS)
Total compensation
Dr. Hartmut Klusik
(Human Resources, Technology &
Sustainability)
A.4.4.2/1 (continued)
Former members
Kemal Malik2
(Innovation)
Stepped down: Dec. 31, 2019
Stepped down: Dec. 31, 2019
Target
value
2019
Target
value
2020
Min.
2020
Max.1
2020
Target
value
2019
Target
value
2020
Min.
2020
Max.1
2020
787
39
826
787
1,240
2,853
267
3,120
–
–
–
–
–
–
–
–
–
–
–
–
814
37
851
814
1,253
2,918
456
3,374
–
–
–
–
–
–
–
–
–
–
–
–
1 The maximum achievable variable compensation shown here does not yet take into account the total caps applicable (see A 4.4.1/2).
2 In 2019, Kemal Malik received a severance payment of €6,831 thousand (HGB valuation) in addition.
3 The fringe benefits for Stefan Oelrich contain an indemnity payment of €808 thousand (2019: €808 thousand) for variable compensation components granted to
him by his former employer that lapsed due to his joining Bayer. This indemnity amounts to €2,424 thousand in total and is being paid over a period of three
years on a pro rata temporis basis.
4 The fringe benefits for Heiko Schipper contain an indemnity payment of €530 thousand (2019: €495 thousand) for variable compensation components granted to
him by his former employer that lapsed due to his joining Bayer. This indemnity amounts to a maximum of €1,950 thousand. A quarter of this amount was paid at
the date he joined the Board of Management. The remaining three-quarters is being paid over a period of three years on a pro rata temporis basis.
Allocation of Compensation (Part I)
€ thousand
Base compensation
Fringe benefits
Total
Short-term variable cash compensation
Long-term cash compensation
(virtual Bayer shares)
A.4.4.2/2
Serving members of the Board of Management as of December 31, 2020
Werner Baumann
(Chairman)
Liam Condon
(Crop Science)
Wolfgang Nickl
(Finance)
Stefan Oelrich1
(Pharmaceuticals)
Heiko Schipper2
(Consumer Health)
Joined
Jan. 1, 2010
Joined
Jan. 1, 2016
Joined
April 26, 2018
Joined
Nov. 1, 2018
Joined
Mar. 1, 2018
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
1,650
1,668
47
1,697
1,717
59
1,727
906
950
44
994
896
961
47
1,008
458
787
68
855
859
–
–
796
91
887
428
840
854
849
860
787
523
796
594
1,694
1,709
1,310
1,390
983
420
918
751
–
–
–
–
–
–
–
–
–
–
2015 (Jan. 1, 2016 – Dec. 31, 2018)
738
–
539
–
Long-term stock-based cash
compensation (Aspire)
2015 (Jan. 1, 2015 – Dec. 31, 2018)
–
–
2016 (Jan. 1, 2016 – Dec. 31, 2019)
Total
Service cost / benefit expense
Total compensation
772
3,405
1,895
5,300
4,152
1,310
5,462
632
2,429
2,098
1,714
1,315
2,677
2,129
2,228
2,141
627
702
257
257
274
271
248
250
3,056
2,800
1,971
1,572
2,951
2,400
2,476
2,391
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A Combined Management Report
143
4.4 Compensation Report
Allocation of Compensation (Part II)
€ thousand
Base compensation
Fringe benefits
Total
Short-term variable cash compensation
Long-term cash compensation (virtual Bayer shares)
2015 (Jan. 1, 2016 – Dec. 31, 2018)
Long-term stock-based cash compensation (Aspire)
2015 (Jan. 1, 2015 – Dec. 31, 2018)
2016 (Jan. 1, 2016 – Dec. 31, 2019)
Total
Service cost / benefit expense
Total compensation
A.4.4.2/2 (continued)
Former members of the Board of Management
Dr. Hartmut Klusik
(Human Resources, Technology
& Sustainability)
Kemal Malik
(Innovation)
Stepped down: Dec. 31, 2019
Stepped down: Dec. 31, 2019
2019
787
39
826
819
–
–
1,645
267
1,912
2020
2019
2020
–
–
–
–
–
–
–
–
814
37
851
792
547
–
2,190
456
2,646
–
–
–
–
–
–
–
–
1 The fringe benefits for Stefan Oelrich contain an indemnity payment of €808 thousand (2019: €808 thousand) for variable compensation components granted to
him by his former employer that lapsed due to his joining Bayer.
2 The fringe benefits for Heiko Schipper contain an indemnity payment of €530 thousand (2019: €495 thousand) for variable compensation components granted to
him by his former employer that lapsed due to his joining Bayer.
4.4.3 Development of Board of Management Compensation Relative
to Employee Compensation and the Financial Performance of
the Company
The following overview shows the development of the compensation earned by the individual
members of the Board of Management in the respective fiscal year according to IFRS in relation to
selected financial performance indicators used by the Bayer Group. The total earned
compensation may be impacted, for example, by changes in the number of Board of Management
members or overlaps between joining and departing Board members, as well as one-time effects
of fringe benefits. The performance indicators are affected by the acquisition of Monsanto (2018)
and by the divestments of Covestro (2017), various Crop Science businesses to BASF (2018), the
prescription dermatology business of Consumer Health (2018 and 2019), the Dr. Scholl’s™ and
Coppertone™ brands (2019), our stake in Currenta (2019), and Animal Health (2020). They are
also particularly affected by the recognition of Covestro (2017), Currenta (2019) and Animal Health
(2019) as discontinued operations. In addition, core earnings per share are impacted by the
increase in the number of shares in 2018.
Compensation Earned by Board of Management in Relation to Company’s Financial Performance
A.4.4.3/1
€ thousand
Compensation earned (€ thousand)
Change
%
2016
Change
%
2017
Change
%
2018
Change
%
2019
2020
Serving members of the Board of Management as of December 31, 2020
Werner Baumann
Liam Condon
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
4,818
2,475
+ 19.1
+ 16.5
5,740
2,883
– 27.2
– 27.1
–
–
–
–
–
–
–
–
–
–
–
–
4,180
2,103
1,446
+ 56.1
+ 68.7
+ 74.8
467
+ 646.9
2,983
+ 0.3
6,525
3,548
2,527
3,488
2,991
–16.7
–22.9
–15.5
–13.2
–1.8
5,437
2,734
2,135
3,027
2,938
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A Combined Management Report
144
4.4 Compensation Report
Compensation Earned by Board of Management in Relation to Company’s Financial Performance
A.4.4.3/1 (continued)
€ thousand
Compensation earned (€ thousand)
Former members of the Board of Management
Change
%
2016
Change
%
2017
Change
%
2018
Change
%
2019
2020
Marijn Dekkers1
Johannes Dietsch
Erica Mann1
Dieter Weinand
Dr. Hartmut Klusik2
Kemal Malik1
7,311
2,429
2,701
2,730
2,709
2,402
–
+ 65.9
+ 93.3
+ 6.6
– 5.0
+ 17.1
–
4,030
5,220
2,910
2,573
2,812
–
– 51.8
– 91.5
–
1,941
446
+ 10.9
3,228
–
–
–
–
–
–
–
–
– 22.1
– 37.6
2,004
+ 116.9
4,346
1,754
+ 565.5
11,672
–
–
–
–
–
–
–
–
–
–
–
–
Total
27,575
– 5.1
26,168
– 21.5
20,552
+ 70.8
35,097
–53.6
16,271
Financial KPIs3
EBITDA before special items (€ million)
11,302
– 17.8
9,288
+ 2.8
9,547
+ 20.5
11,503
Core EPS (€)4
Sales3 (€ million)5
7.32
46,769
– 7.9
+ 1.5
6.74
– 11.9
5.94
+ 14.0
6,77
35,015
+ 4.5
39,586
+ 3.5
43,545
– 0.4
– 5.6
+ 0.6
11,461
6,39
41,400
1 These amounts contain severance payments for Marijn Dekkers in 2016, Erica Mann in 2017 and Kemal Malik in 2019.
2 Dr. Hartmut Klusik earned his Aspire entitlements in 2019 at an accelerated rate until he left the company on December 31, 2019.
3 Reporting is based on the financial performance indicators initially published for the respective year and their development without regard to any subsequent
restatements thereof.
4 The 2019 figure includes continuing and discontinued operations.
5 The change figures for sales are currency- and portfolio-adjusted in line with the key indicator used for corporate management purposes.
The following overview shows the development of the target cash compensation of the Board of
Management in relation to the compensation of all employees in Germany and that of
nonmanagerial employees under collective bargaining agreements in Germany. This is calculated
based on contractually agreed target entitlements – in accordance with the German Corporate
Governance Code – with regard to base compensation, the annual bonus and the four-year
stock-based compensation (where the respective employee groups are eligible to participate).
For nonmanagerial employees in Germany, the 13th monthly salary and the contractually agreed
vacation bonus were taken into account. Variable compensation components for both the Board
of Management and the other employee groups were based on the assumption of 100% target
attainment. Expenditures for fringe benefits (such as home security equipment, indemnity
payments for lapsed variable compensation components granted by former employers) were not
taken into account due to their irregular nature. Expenditures for pensions were also disregarded
in view of the interest sensitivity of the expenses. The aim of this approach is to enhance
comparability in the development of compensation.
Development of Average Target Cash Compensation1 of the Board of Management and Employees
€ thousand
2016
Change
%
2017
Change
%
2018
Change
%
2019
Change
%
Board of Management
3,050,000
0.8 3,074,400
1.6 3,123,600
5.9 3,307,600
All employees2 in Germany3
98,004
3.7
101,662
2.6
104,336
8.9
113,636
Nonmanagerial employees
in Germany3
63,749
2.8
65,512
3.2
67,628
0.2
67,791
2.2
2.7
0.2
A.4.4.3/2
2020
3,381,630
116,753
67,896
1 Base compensation, STI and LTI (not taking into account individual STI payout factor), excluding pensions and fringe benefits; calculated on the basis of full-time
equivalents (FTEs)
2 Excluding the Board of Management
3 Including the employees of the companies Bayer AG, Leverkusen, Bayer Intellectual Property GmbH, Monheim am Rhein, Bayer Business Services GmbH,
Leverkusen, and Pallas Versicherung Aktiengesellschaft, Leverkusen (all Germany). From 2018, the figures do not include Animal Health employees.
The relative changes in average target cash compensation can be influenced by a range of factors and can vary both over time and across the Board of
Management, the overall workforce and nonmanagerial employees. These factors include changes in the composition of the workforce, various salary adjustments
within and outside of collective bargaining agreements, the integration and carving out of business entities, or measures relating to HR policy.
Bayer Annual Report 2020
A Combined Management Report
145
4.4 Compensation Report
The difference between the percentage increases in average target cash compensation for
nonmanagerial employees and that for all employees in Germany in 2020 compared with 2019 is
again primarily due to changes in the structure of the workforce as a result of the restructuring
measures. In addition, the compensation of nonmanagerial employees in Germany was adjusted
effective July 1, 2020, as agreed in the 2019 collective bargaining agreement.
In 2020, the ratio between the average compensation of a Board of Management member and
that of all employees in Germany stood at 29:1 (2019: 29:1), while the ratio between the average
compensation of a Board of Management member and that of nonmanagerial employees in
Germany was 50:1 (2019: 49:1). For the Chairman of the Board of Management, the ratios were
50:1 (2019: 51:1) in relation to all employees in Germany and 86:1 (2019: 85:1) in relation to
nonmanagerial employees in Germany.
4.4.4 Compensation of the Supervisory Board
The Supervisory Board is compensated based on the relevant provisions of the Articles of
Incorporation as last amended at the Annual Stockholders’ Meeting on April 28, 2017.
The members of the Supervisory Board receive fixed annual compensation of €132 thousand
(2019: €132 thousand) plus reimbursement of their expenses.
In accordance with the recommendations of the German Corporate Governance Code, additional
compensation is paid to the Chairman and Vice Chairman of the Supervisory Board and for chairing
and membership of committees. The Chairman of the Supervisory Board receives fixed annual
compensation of €396 thousand (2019: €396 thousand), the Vice Chairman €264 thousand
(2019: €264 thousand). These amounts also cover membership and chairmanship of committees.
The other members receive additional compensation for committee membership. The chairman of
the Audit Committee receives an additional €132 thousand (2019: €132 thousand) and the other
members of the Audit Committee €66 thousand (2019: €66 thousand) each. The chairmen of the
remaining committees receive €66 thousand (2019: €66 thousand) each and the other members of
those committees €33 thousand (2019: €33 thousand) each. As before, no additional
compensation is paid for membership of the Nominations Committee. A Supervisory Board
member who is a member of more than two committees receives compensation only for the two
committees with the highest compensation. If changes are made to the Supervisory Board and / or
its committees during the year, members receive compensation on a prorated basis. As in the
past, the members of the Supervisory Board also receive an attendance fee of €1 thousand each
time they personally attend a meeting of the Supervisory Board or a committee. The attendance
fee is limited to €1 thousand per day.
The members of the Supervisory Board have given a voluntary pledge that they will each purchase
Bayer shares for 25% of their pretax fixed compensation, including any additional compensation
for committee membership, and hold these shares for as long as they remain members of the
Supervisory Board. This does not apply to members who under a service or employment contract
are prevented from purchasing shares or who transfer at least 85% of their fixed annual
compensation and additional compensation to the Hans Böckler Foundation in accordance with
the rules of the German Trade Union Confederation or whose service or employment contract
requires them to transfer such compensation to their employer. If less than 85% of the fixed
compensation is transferred, the voluntary pledge applies to the portion not transferred. The
obligation to purchase Bayer shares was adjusted in 2017 and now only applies for the first five
years of membership of the Supervisory Board; these shares must then be held until membership
of the Supervisory Board ceases. Bayer shares acquired prior to 2017 in connection with the
voluntary pledge are taken into account for this purpose. By voluntarily pledging to invest in and
hold Bayer shares, the Supervisory Board members reinforce their interest in the long-term,
sustainable success of the company.
Bayer Annual Report 2020
A Combined Management Report
146
4.4 Compensation Report
Compensation of the Supervisory Board in 2020
The following table shows the components of each Supervisory Board member’s compensation
for 2020.
Compensation of the Members of the Supervisory Board of Bayer AG in 2020
Fixed
compensation
Attendance fees1
€ thousand
2019
2020
2019
2020
2019
Members of the Supervisory Board serving
as of December 31, 2020
A.4.4.4/1
Total
2020
199
133
201
166
200
133
233
133
165
135
167
133
200
266
199
41
133
166
367
266
–
–
99
131
1
1
–
1
2
1
2
1
–
1
2
1
2
2
1
–
1
1
2
2
–
–
1
2
204
137
–
171
205
34
225
135
154
5
172
135
208
275
205
–
137
171
290
270
103
123
172
407
Dr. Paul Achleitner
Dr. Simone Bagel-Trah
Horst Baier2
Dr. Norbert W. Bischofberger
André van Broich
Ertharin Cousin3
Dr. Thomas Elsner
Johanna W. (Hanneke) Faber
Colleen A. Goggins
Robert Gundlach4
Heike Hausfeld
Reiner Hoffmann
Frank Löllgen
Prof. Dr. Wolfgang Plischke
Petra Reinbold-Knape
Andrea Sacher5
Michael Schmidt-Kießling
Prof. Dr. Otmar D. Wiestler
Prof. Dr. Norbert Winkeljohann (Chairman)6
Oliver Zühlke (Vice Chairman)
Individuals who ceased to be members
of the Supervisory Board in 2019 and 2020
Thomas Ebeling7
Detlef Rennings8
Sabine Schaab9
Werner Wenning10
Total
198
132
–
165
198
33
215
132
149
5
165
132
198
264
198
–
132
165
281
264
99
120
165
396
198
132
201
165
198
132
231
132
165
134
165
132
198
264
198
41
132
165
365
264
–
–
98
129
3,806
3,839
6
5
–
6
7
1
10
3
5
–
7
3
10
11
7
–
5
6
9
6
4
3
7
11
132
27
3,938
3,866
1 Under the applicable provisions of the Articles of Incorporation, Supervisory Board members only receive an attendance fee when
they attend a meeting in person. Due to the pandemic, most of the meetings held in 2020 took the form of video conference calls
for which attendance fees were not payable.
2 Member of the Supervisory Board since April 28, 2020
3 Member of the Supervisory Board since October 1, 2019
4 Member of the Supervisory Board since December 18, 2019
5 Member of the Supervisory Board since September 8, 2020
6 Chairman of the Supervisory Board since April 28, 2020
7 Member of the Supervisory Board until September 30, 2019
8 Member of the Supervisory Board until November 29, 2019
9 Member of the Supervisory Board until August 4, 2020
10 Chairman of the Supervisory Board until April 28, 2020
In addition to their compensation as members of the Supervisory Board, those employee
representatives who are employees of Bayer Group companies receive compensation unrelated to
their service on the Supervisory Board. The total amount of such compensation in 2020 was
€851 thousand (2019: €813 thousand), including fixed and variable compensation components.
Pension obligations to all employee representatives on the Supervisory Board amounted to
€5,973 thousand (2019: €5,700 thousand).
No compensation was paid or benefits granted to members of the Supervisory Board for
personally performed services such as consultancy or agency services. The company has
purchased insurance for the members of the Supervisory Board to cover their personal liability
arising from their service on the Supervisory Board.
Bayer Annual Report 2020
A Combined Management Report
147
4.5 Takeover-Relevant Information
4.4.5 Further Information
Advances or loans to members of the Board of Management
or Supervisory Board
There were no advances or loans to members of the Board of Management or the Supervisory
Board outstanding as of December 31, 2020, or at any time during 2020 or 2019.
Pension payments to former members of the Board of Management
or their surviving dependents
We currently pay retired members of the Board of Management a monthly pension equal to a
maximum of 80% of the fixed compensation received immediately prior to retirement. The
pensions paid to former members of the Board of Management or their surviving dependents are
reassessed annually and adjusted, taking into account the development of consumer prices.
The pensions paid to former members of the Board of Management or their surviving dependents
in 2020 totaled €12,315 thousand (2019: €12,078 thousand). The present value of the defined
benefit pension obligation for former members of the Board of Management and their surviving
dependents according to IFRS amounted to €208,524 thousand (2019: €199,454 thousand),
while the settlement value of the pension obligation according to the German Commercial Code
amounted to €175,474 thousand (2019: €162,948 thousand).
4.5 Takeover-Relevant Information
Explanatory report pursuant to Section 289a, Paragraph 1 and
Section 315a, Paragraph 1 of the German Commercial Code (HGB)
The capital stock of Bayer AG amounted to €2,515,005,649.92 as of December 31, 2020, divided
into 982,424,082 no-par registered shares. The capital stock and the number of shares were thus
unchanged from the end of the previous year. Each share confers one voting right. A small number
of shares may be subject to temporary trading restrictions, such as retention periods, in connection
with employee stock participation programs. We received no notifications in 2020 of direct or
indirect holdings of shares in Bayer AG that exceed 10% of the capital stock. The company thus is
not in possession of any notifications of holdings that exceed 10% of the capital stock.
The appointment and dismissal of members of the Board of Management are subject to the
provisions of Sections 84 and 85 of the German Stock Corporation Act, Section 31 of the German
Codetermination Act and Section 6 of the company’s Articles of Incorporation. Pursuant to
Section 84, Paragraph 1 of the German Stock Corporation Act, the members of the Board of
Management are appointed and dismissed by the Supervisory Board. Since Bayer AG falls within
the scope of the German Codetermination Act, the appointment or dismissal of members of the
Board of Management requires a majority of two-thirds of the votes of the members of the
Supervisory Board on the first ballot pursuant to Section 31, Paragraph 2 of that act. If no such
majority is achieved, the appointment is resolved pursuant to Section 31, Paragraph 3 of the
Codetermination Act on a second ballot by a simple majority of the votes of the members of the
Supervisory Board. If the required majority is still not achieved, a third ballot is held. Here again, a
simple majority of the votes suffices, but in this ballot the Chairman of the Supervisory Board has
two votes pursuant to Section 31, Paragraph 4 of the Codetermination Act. Under Section 6,
Paragraph 1 of the Articles of Incorporation of Bayer AG, the number of members of the Board of
Management is determined by the Supervisory Board but must be at least two. The Supervisory
Board may appoint one member of the Board of Management to be the Chairman of the Board of
Management pursuant to Section 84, Paragraph 2 of the German Stock Corporation Act and
Section 6, Paragraph 1 of the Articles of Incorporation.
Any amendments to the Articles of Incorporation are made pursuant to Section 179 of the
German Stock Corporation Act and Sections 10 and 17 of the Articles of Incorporation. Under
Section 179, Paragraph 1 of the German Stock Corporation Act, amendments to the Articles of
Incorporation require a resolution of the Stockholders’ Meeting. Pursuant to Section 179,
Paragraph 2 of the German Stock Corporation Act, this resolution must be passed by a majority
of three-quarters of the voting capital represented at the meeting, unless the Articles of
Incorporation provide for a different majority. However, where an amendment relates to a change
See also
www.bayer.com/en/
investors/shareholder-
information
Bayer Annual Report 2020
A Combined Management Report
148
4.5 Takeover-Relevant Information
in the object of the company, the Articles of Incorporation may only specify a larger majority.
Section 17, Paragraph 2 of the Articles of Incorporation of Bayer AG utilizes the scope for
deviation pursuant to Section 179, Paragraph 2 of the German Stock Corporation Act and
provides that resolutions may be passed by a simple majority of the votes cast or, where a capital
majority is required, by a simple majority of the capital represented. Pursuant to Section 10,
Paragraph 9 of the Articles of Incorporation, the Supervisory Board may resolve on amendments
to the Articles of Incorporation that relate solely to their wording.
The Annual Stockholders’ Meeting held on April 26, 2019, resolved that the Board of
Management be authorized to purchase and dispose of own shares representing up to 10% of the
capital stock existing at the time the resolution was adopted. This authorization expires on April
25, 2024. The authorization to purchase own shares also includes the purchase of own shares
using put or call options (derivatives) up to a volume of 5% of the capital stock existing at the time
the resolution was adopted or at the time the authorization is exercised. Stockholders’
subscription rights may be excluded, depending on the purpose for which the purchased own
shares are to be used.
A material agreement that is subject to the condition precedent of a change of control pertains to
the undrawn €4.5 billion syndicated credit facility arranged by Bayer AG and its U.S. subsidiary
Bayer Corporation. This facility is available until December 2025. The participating banks are
entitled to terminate the credit facility in the event of a change of control at Bayer and demand
repayment of any loans that may have been granted under this facility up to that time.
A similar clause is also contained in the agreement on a syndicated credit facility in the original
amount of US$56.9 billion granted to Bayer US Finance II LLC and Bayer AG in September 2016
to finance the acquisition of Monsanto (the “Monsanto credit facility”). Pursuant to the agreement,
the Monsanto credit facility was reduced in 2016 by the US$4.2 billion net proceeds from the
issuance of mandatory convertible notes, to US$52.7 billion, and in 2017 by the US$1.2 billion net
proceeds from the issuance of an exchangeable bond, to US$51.5 billion. The mandatory
convertible notes were issued by Bayer Capital Corporation B.V. and guaranteed by Bayer AG.
They matured in November 2019. The exchangeable bond was issued by Bayer AG and was
settled in cash in June 2020. Holders of these bonds had the right to demand the redemption of
unexchanged bonds by Bayer AG in the event of a change of control if Bayer AG’s credit rating
were to be downgraded within 120 days after such change of control became effective.
The Monsanto credit facility was drawn in 2018 to finance the acquisition of Monsanto. The
resulting loan had a value of US$3.8 billion as of December 31, 2020. The reduction of the
Monsanto credit facility and of the loan in 2018 and 2019 was achieved partly through proceeds
from Bayer AG capital increases, a further reduction of Bayer’s interest in Covestro AG, a series of
divestments to fulfill antitrust requirements, a bond with a nominal volume of €5 billion issued by
Bayer Capital Corporation B.V. and guaranteed by Bayer AG, and a US$15 billion bond in
144A/ RegS format issued by Bayer US Finance II LLC and guaranteed by Bayer AG. Both of
these bonds have largely the same terms in the event of a change of control as the other bonds
mentioned above, although the period for a potential deterioration of Bayer AG’s credit rating is
only 60 days in the case of the US$15 billion bond.
The terms of the nominal €1.4 billion (as of December 31, 2020) in notes issued by Bayer in the
years 2013 to 2017 under its Debt Issuance Programme also contain a corresponding change-of-
control clause associated with a deterioration of the credit rating within 120 days. Clauses to this
effect were also included in the terms of the US$7 billion bond in 144A / Reg S format issued in
2014, which had an outstanding amount of US$3.3 billion as of December 31, 2020, and of the
nominal €6 billion in bonds issued in July 2020, the full amount of which was outstanding as of
December 31, 2020.
In the event of a change of control, members of the Board of Management are – if certain narrow
conditions are met – entitled to a severance payment of 250% of annual base compensation (fixed
compensation), or 200% of annual cash compensation in legacy cases, limited in either case to
the compensation for the remaining term of the respective contract.
Bayer Annual Report 2020
A Combined Management Report
149
5.1 Earnings Performance of Bayer AG
5. Information on Bayer AG
Business lease agreements exist between Bayer AG on the one hand, and Bayer Pharma AG and
Bayer CropScience AG – the former parent companies of the respective divisions – on the other.
Bayer AG as lessee manages these two companies’ operational businesses on the basis of these
agreements. In addition to its holding company function, Bayer AG thus also performs the parent
company functions with respect to the two divisions.
Bayer AG has both
holding and parent
company functions in
the Bayer Group.
Bayer AG is a generator and supplier of utilities at multiple locations and thus an energy utility as
defined in Section 3, No. 18 of the German Energy Industry Act (EnWG). Since utility supply
networks are operated by a subsidiary, Bayer AG also constitutes a vertically integrated energy
utility under Section 3, No. 38 of the EnWG. However, regarding its own activities, it is only
subject to the separate accounting obligation and not the obligation to prepare activity reports.
The financial statements of Bayer AG are prepared in accordance with the German Commercial
Code (HGB) and the German Stock Corporation Act (AktG). Because the company is an
integrated energy utility, the provisions of Section 6b of the EnWG are also observed.
Bayer Business Services GmbH (BBS) transferred its assets in their entirety, together with all
rights and obligations, to Bayer AG pursuant to Section 2, No. 1 of the German Transformation
Act (UmwG) (merger by way of absorption), whereby the former was dissolved without being
wound up. The merger took effect on January 1, 2020. Comparability between the 2020 and
2019 figures is therefore very limited. The effects of the BBS merger into the enabling functions
are explained below. The object of BBS’s business activities was the provision of various
administrative services to companies of the Bayer Group and third-party companies in Germany
and other countries; it also provided services in the areas of law, patents and licensing to Bayer
Group companies. The BBS merger led to a change in the treatment of costs, which accordingly
impacted the allocation of functional costs.
5.1 Earnings Performance of Bayer AG
Bayer AG Summary Income Statements According to the German Commercial Code
A 5.1/1
€ million
Net sales
Cost of goods sold
Gross profit
Selling expenses
Research and development expenses
General administration expenses
Other operating income
Other operating expenses
Operating income
Income from investments in affiliated companies – net
Interest income / expense – net
Other financial income / expense – net
Non-operating income
Income taxes
Income after taxes / net income
Profit carried forward
Allocation from (to) other retained earnings
Distributable profit
2019
2020
14,833
13,985
(7,882)
6,951
(4,524)
(2,131)
(1,409)
481
(123)
(755)
5,605
85
(66)
5,624
(312)
4,557
–
(1,806)
2,751
(6,761)
7,224
(5,381)
(2,401)
(1,714)
334
(252)
(2,190)
(206)
43
383
220
(577)
(2,547)
–
4,512
1,965
Bayer Annual Report 2020
A Combined Management Report
150
5.1 Earnings Performance of Bayer AG
Decline in earnings mainly due to weak financial result
Sales in 2020 came in roughly €1 billion short of the €15 billion forecast. This was mainly because
the pharmaceuticals business was substantially weaker than planned. The decline was driven
partly by the effects of the COVID-19 pandemic on sales development in the contraception and
radiology portfolio, and partly by the significant drop in internal sales in China, one of the principal
markets. In addition, the performance of the best-selling product, Xarelto™, was below
expectations. Allocations to provisions for restructuring also weighed on operating income, which
came in at minus €2.2 billion.
Sales of Bayer AG receded by 5.7% to €13,985 million (2019: €14,833 million). Developments
varied among the divisions and enabling functions.
The Crop Science Division reported a 17.6% drop in sales to €4,291 million (2019:
€5,206 million). Intra-Group sales declined to €4,117 million (2019: €5,073 million), while external
sales rose to €174 million (2019: €133 million). The main reason for this development was the
switch of the Europe / Middle East / Africa business to a licensing model with Bayer CropScience
Schweiz AG, which began in July 2019. The decrease related mainly to the Fungicides
(€1,701 million; 2019: €2,208 million), Insecticides (€880 million; 2019: €1,139 million) and
Herbicides (€1,180 million; 2019: €1,427 million) business units. Further factors behind the decline
in sales were negative effects from the devaluation of the Brazilian currency, adjustments to
transfer prices and the adverse repercussions of the COVID-19 pandemic.
Sales of the Pharmaceuticals Division receded to €9,101 million (2019: €9,510 million). The
decreases in sales of Yaz™ / Yasmin™ / Yasminelle™ to €457 million (2019: €474 million) and of
Mirena™ to €383 million (2019: €495 million) were largely attributable to the effects of the
COVID-19 pandemic and mainly resulted from protective measures such as the prioritization of
emergency treatments and the partial closure of some doctors’ offices, which in turn led to a
reduced number of interventions. Xarelto™ posted a slight improvement over the previous year to
€3,643 million (2019: €3,531 million). Intra-Group sales declined to €8,184 million (2019: €8,631
million), while external sales rose to €917 million (2019: €879 million).
In the enabling functions, revenues from the provision of services increased to €593 million (2019:
€117 million), of which €514 million was attributable to the merged BBS business.
With regard to the regions, sales of Bayer AG in Latin America fell to €1,492 million (2019:
€1,813 million). This decline was primarily the result of negative currency effects in Brazil, which
amounted to about €200 million and mainly impacted the Crop Science Division.
Sales in North America advanced to €3,389 million (2019: €2,967 million). In the Crop Science
Division, internal product sales in North America showed an increase of €347 million, of which
changes in transfer prices (including currency effects) accounted for €215 million, changes in
volumes for €70 million and portfolio changes for €62 million.
The remaining regions – Europe / Middle East / Africa and Asia / Pacific – posted sales declines
totaling €949 million, to €9,104 million. These were mainly due to the switch of the Europe / Middle
East / Africa business of Crop Science to a licensing model with Bayer CropScience Schweiz AG,
which began in July 2019.
The cost of goods sold in 2020 amounted to €6,761 million (2019: €7,882 million), comprising
€3,430 million (2019: €4,101 million) at Crop Science, €2,835 million (2019: €3,413 million) at
Pharmaceuticals and €496 million (2019: €368 million) in the enabling functions. After deducting
the cost of goods sold from sales, gross profit amounted to €7,224 million (2019: €6,951 million).
The gross profit margin increased to 51.7% (2019: 46.9%). The gross margin of the Crop Science
Division declined slightly to 20.1% (2019: 21.2%), while that of Pharmaceuticals increased to
68.8% (2019: 64.1%). The gross margin in the enabling functions following the merger with BBS
amounted to 16.4%.
Bayer Annual Report 2020
A Combined Management Report
151
5.1 Earnings Performance of Bayer AG
Selling expenses rose to €5,381 million (2019: €4,524 million), with €1,181 million (2019:
€1,143 million) attributable to Crop Science and €4,201 million (2019: €3,146 million) to
Pharmaceuticals. In the Crop Science Division, lease expenses receded to €177 million (2019:
€332 million) and license fees to €637 million (2019: €663 million). The increase in selling
expenses in the Pharmaceuticals Division was partly due to higher business lease fees of
€608 million (2019: €443 million). At Crop Science, license fees were paid chiefly to Bayer
CropScience AG (€609 million), while in the Pharmaceuticals Division they were paid primarily to
Bayer Intellectual Property GmbH (€1,980 million) and Bayer Pharma AG (€579 million). In
addition, the aforementioned change in the treatment of functional costs due to the BBS merger
led to an increase in selling expenses in the Crop Science and Pharmaceuticals divisions.
Research and development expenses rose to €2,401 million (2019: €2,131 million), comprising
€621 million (2019: €434 million) at Crop Science and €1,780 million (2019: €1,499 million) at
Pharmaceuticals. Both divisions intensified their R&D activities. In the Crop Science Division,
restructuring measures led to a €140 million allocation to provisions, and therefore contributed to
the increase in research and development expenses. In the Pharmaceuticals Division, the
establishment of €43 million in provisions in connection with the termination of development
projects, combined with the above mentioned change in the treatment of functional costs,
resulted in an increase in research and development expenses.
General administration expenses rose to €1,714 million (2019: €1,409 million). General
administration expenses were diminished by the change in the treatment of functional costs, but
this effect was more than offset by a €340 million allocation to provisions through profit or loss
that was due to restructuring measures.
The balance of other operating income and expenses was positive at €82 million (2019:
€358 million). The decline from the previous year was due to the one-time effect of the charging-
on of €276 million in ancillary acquisition costs for the acquired agricultural business within the
Group. Other components were the gain from the BBS merger (€28 million), the reversal of
unutilized provisions (€124 million; mainly provisions for restructuring), expenses for compensation
payments in connection with the business lease model (€17 million), write-downs of receivables
(€23 million) and miscellaneous personnel expenses from transfers to third parties (€33 million).
The company recorded an operating loss of €2,190 million for 2020 (2019: €755 million).
The balance of income and expenses from investments in affiliated companies was minus
€206 million (2019: €5,605 million). Dividends and similar income from subsidiaries receded
markedly to €500 million (2019: €1,817 million). The decline in the balance of income and
expenses from profit and loss transfer agreements with subsidiaries to minus €5,141 million
(2019: €2,698 million) mainly arose due to the €731 million loss transfer from Bayer Pharma AG
(2019: €2,863 million income transfer) and to the expenses of €4,501 million (2019: €0 million)
resulting from a loss pooling obligation toward Bayer CropScience AG under an existing control
agreement. The losses incurred by both companies were attributable to a revaluation of the Bayer
Group’s North America business, which led to write-downs of their investments in affiliates and
the absence of dividends and similar income. The principal components of the €500 million in
dividends and similar income from subsidiaries were €265 million in dividends from Animal Health
and €194 million from Bayer (China) Ltd., China. Gains from the sale of investments in affiliated
companies amounted to €4,447 million. They resulted primarily from the sale of the Animal Health
business unit to Elanco (€4,132 million) and the merger of Bayer Beteiligungsverwaltung Goslar
GmbH into Neunte Bayer VV GmbH (€275 million).
Net interest income fell to €43 million (2019: €85 million). The main components of the net interest
position were €606 million in income from loans to Group companies, €189 million in interest
expense to subsidiaries, €175 million in bond interest and €508 million in interest expense from
effects of the unwinding of discount and from remeasurements in connection with the discounting
of provisions to present value. This expense was offset against income of €320 million from
investments of plan assets.
Bayer Annual Report 2020
A Combined Management Report
152
5.2 Asset and Financial Position of Bayer AG
The balance of other financial expenses and other financial income was positive at €383 million
and thus well in excess of the prior-year figure of minus €66 million. It mainly comprised exchange
gains and losses. The net exchange gain of €131 million in 2020 compared to a net exchange
loss of €206 million in the prior year. A further factor in the improvement in the balance of other
financial income and expenses was the €49 million in write-backs on the shares of Covestro AG
under securities recognized in noncurrent assets. These securities had been written down by
€20 million in the prior year due to a decline in value that had been expected to be permanent.
Miscellaneous financial income included €45 million (2019: €19 million) from the sale of Covestro
shares and €14 million (2019: €30 million) in dividends of Covestro AG.
In 2020, the company recorded a €1,970 million loss before income taxes (2019: €4,869 million
income before income taxes). After deduction of €577 million (2019: €312 million) in taxes, there
was a net loss for the year of €2,547 million (2019: net income of €4,557 million). After the
allocation of €4,512 million from other retained earnings, the distributable profit amounted to
€1,965 million. The Board of Management and Supervisory Board will propose to the Annual
Stockholders’ Meeting on April 27, 2021, that the distributable profit be used to pay a dividend
of €2.00 per share on the capital stock entitled to the dividend.
5.2 Asset and Financial Position of Bayer AG
Bayer AG Summary Statements of Financial Position According to the German Commercial Code
A 5.2/1
€ million
ASSETS
Noncurrent assets
Intangible assets, property, plant and equipment
Financial assets
Current assets and miscellaneous assets
Inventories
Trade accounts receivable
Receivables from subsidiaries
Other assets and deferred charges
Cash and cash equivalents, marketable securities
Total assets
EQUITY AND LIABILITIES
Equity
Provisions
Other liabilities and deferrals and accruals
Bonds and notes, liabilities to banks
Trade accounts payable
Payables to subsidiaries
Remaining liabilities and deferred income
Total equity and liabilities
Dec. 31,
2019
Dec. 31,
2020
165
70,388
70,553
2,209
1,631
6,421
989
2,783
14,033
84,586
33,603
3,244
9,550
1,724
35,954
511
47,739
84,586
413
66,370
66,783
2,396
1,855
4,633
2,061
5,561
16,506
83,289
28,305
4,790
14,548
2,022
33,098
526
50,194
83,289
Bayer Annual Report 2020
A Combined Management Report
153
5.2 Asset and Financial Position of Bayer AG
Stable financial structure, increase in bonds and other liabilities
As in previous years, Bayer AG’s financial position reflected the management function it performs
for the Group, particularly with respect to the company’s shareholdings and Group financing.
The statement of financial position is characterized by these shareholdings and the receivables
and payables vis-à-vis Group companies. Total assets decreased by €1,297 million in 2020 to
€83,289 million (2019: €84,586 million).
Intangible assets of approximately €121 million and property, plant and equipment of €37 million
were transferred to Bayer AG upon the merger with BBS. Whereas noncurrent assets of Bayer AG
declined by €3,770 million to €66,783 million (2019: 70,553 million), mainly due to the repayment
of intra-Group loans, current and miscellaneous assets increased by €2,473 million to
€16,506 million (2019: €14,033 million). Among the current assets, inventories rose by
€187 million to €2,396 million. Receivables from subsidiaries fell considerably by €1,788 million to
€4,633 million (2019: €6,421 million). The growth of €7,338 million in loan receivables was more
than offset, mainly by the substantial €7,237 million decrease in receivables from Group call
deposits and the €2,692 million decline in receivables from subsidiaries with profit and loss
transfer agreements. The €930 million increase in other assets to €1,645 million (2019:
€715 million) was largely attributable to new short-term deposits of €1,200 million. The
€2,801 million increase in securities held (2019: €0 million) arose from the purchase of short-term
euro investments with indefinite maturities.
Total provisions rose by €1,546 million to €4,790 million (2019: €3,244 million). The provisions
recognized for the excess of pension liabilities over plan assets rose by €678 million to
€1,696 million (2019: €1,018 million). Of this amount, €306 million pertained to effects from the
BBS merger. Provisions for taxes advanced by €371 million to €732 million (2019: €361 million),
mainly due to the allocation to provisions for income taxes not yet finally assessed. Miscellaneous
provisions rose by €497 million to €2,362 million (2019: €1,865 million). The increase was largely
due to allocations of €556 million to provisions for personnel adjustment programs commenced in
2020.
Liabilities (including deferred income) – net of deductible receivables – rose by €2,455 million to
€50,194 million (2019: €47,739 million). Bond debt advanced by €5,000 million to €11,300 million
(2019: €6,300 million). Liabilities to banks and other financial third parties remained at the prior-
year level. Payables to subsidiaries were reduced by €2,856 million to €33,098 million (2019:
€35,954 million).
Financial obligations declined by €3,680 million to €47,457 million (2019: €51,137 million). Intra-
Group financial obligations receded by €8,660 million to €32,866 million (2019: €41,526 million).
The decrease was driven by lower liabilities to subsidiaries from call deposits compared with the
prior year, which declined from €12,392 million to €5,152 million. Liabilities to third parties rose by
€4,980 million to €14,591 million (2019: €9,611 million). This increase was mainly due to the
higher volume of bonds, which rose from €6,300 million to €11,300 million in 2020. After
deduction of €5,561 million (2019: €2,783 million) in cash and cash equivalents and marketable
securities, net debt was below the previous year at €41,896 million (2019: €48,354 million). The
drop in net debt was largely due to the sale of the Animal Health business unit to Elanco.
All of the own shares acquired in 2020 were subsequently resold, so the transactions were not
reflected in equity at the closing date. Details are provided in Note 11 to the Financial Statements
of Bayer AG (Stock-based compensation).
Bayer Annual Report 2020
A Combined Management Report
154
5.3 Forecast, Opportunities and Risks for Bayer AG
5.3 Forecast, Opportunities and Risks for Bayer AG
Bayer AG is largely exposed to the same opportunities and risks as the Bayer Group, including
the effects of the COVID-19 pandemic. Details are provided in the respective chapter of this
Annual Report.
For Bayer AG, we expect sales of approximately €15 billion and an operating loss in the region of
€2 billion in 2021. These figures include Bayer AG’s own operational business and the businesses
leased from Bayer Pharma AG and Bayer CropScience AG. In addition to the global economy
slowly recovering from the deep recession experienced in 2020, sales are expected to increase
partly due to effects from the BBS merger and the ensuing change in the intra-Group charging-on
of services. In addition, the earnings of most German subsidiaries are transferred directly to Bayer
AG under profit and loss transfer agreements. Also, specific intra-Group dividend measures
ensure the availability of sufficient distributable income. On account of the interdependencies
between Bayer AG and its subsidiaries, the outlook for the Bayer Group thus largely also reflects
the expectations for Bayer AG. In the coming year we again expect Bayer AG to report a
distributable profit that will enable our stockholders to adequately participate in the Bayer Group’s
earnings.
As already stated in this report, we announced in September 2020 that we are planning additional
operational savings for the Group as of 2024 in order to continue moving the company forward
in the current market environment and set the course for the future. We are taking this action in
addition to the efficiency program announced in November 2018. The relevant new measures
were further developed during the fourth quarter and were presented to the employee
representatives in January 2021 for the first time. Provisions for restructuring were adjusted
accordingly, and further allocations to provisions are anticipated in 2021 as the activities are
developed in greater detail. The nature and scope of the measures will reflect the savings
communicated at the Group level.
Bayer Annual Report 2020
A Combined Management Report
155
5.4 Nonfinancial and Other Disclosures by Bayer AG
5.4 Nonfinancial and Other Disclosures by Bayer AG
Due to the importance of Bayer AG within the Bayer Group, further disclosures are required. This
pertains especially to the reporting of significant nonfinancial information, which also became
mandatory for the parent company Bayer AG as a result of the CSR Directive Implementation Act,
which came into effect in 2017.
The integrated presentation was selected in the management report for the nonfinancial statement
to be issued in 2020 pursuant to Section 289b through e of the German Commercial Code (HGB).
All disclosures, provisions, described processes and key data contained in the preceding
statements in the management report apply to the Bayer Group including Bayer AG. No additional
aspects were identified pursuant to the CSR Directive Implementation Act that apply exclusively
to Bayer AG.
The following table contains significant nonfinancial and other key data of Bayer AG.
Significant Nonfinancial and Other Key Data of Bayer AG
R&D expenses (€ million)
Employees1
Employees by function1
Production
Marketing and distribution
R&D
Administration
Employees by gender1
Women
Men
Personnel expenses (€ million)
Pension obligations (€ million)
Short-term incentive program (€ million)
Procurement spend (€ million)
Safety
Recordable Incident Rate (RIR)
Lost Time Recordable Incident Rate (LTRIR)
Loss of Primary Containment Incident Rate (LoPC-IR)
Environmental protection
Total energy consumption (terajoules)
Total greenhouse gas emissions (million metric tons of CO2 equivalents)
Water use (million cubic meters)
Total waste generated (thousand metric tons)
1 Full-time equivalents as of December 31, 2020
A 5.4/1
2020
2,401
2019
2,131
17,614
18,795
9,417
976
5,211
2,010
6,439
11,175
2,512
4,900
238
3.6
0.52
0.38
0.25
11,357
971
4,828
1,639
6,655
12,140
2,970
6,134
143
4.4
0.49
0.39
0.18
6,565
6,267
0.46
5.46
270
0.42
5.48
216
Bayer Annual Report 2020
B Consolidated Financial Statements
156
Bayer Group Consolidated Income Statements
Consolidated
Financial Statements
Bayer Group Consolidated
Income Statements
€ million
Net sales
Cost of goods sold
Gross profit
Selling expenses
Research and development expenses
General administration expenses
Other operating income
Other operating expenses
EBIT1
Equity-method income (loss)
Financial income
Financial expenses
Financial result
Income before income taxes
Income taxes
Income from continuing operations after income taxes
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders
B 1
Note
2019
2020
[6]
43,545
41,400
(17,613)
(19,138)
25,932
22,262
(12,489)
(13,053)
(5,301)
(7,126)
(3,606)
(2,879)
1,636
1,540
(2,010)
(16,913)
4,162
(16,169)
160
475
(96)
885
(1,944)
(1,870)
[7]
[8]
[10.1]
[10]
(1,309)
(1,081)
2,853
(17,250)
[11]
(443)
1,689
2,410
(15,561)
19
8
2,391
(15,569)
Income from discontinued operations after income taxes
[5.3]
1,700
5,074
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders
Income after income taxes
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders (net income)
€
Earnings per share
From continuing operations
Basic
Diluted
From discontinued operations
Basic
Diluted
From continuing and discontinued operations
Basic
Diluted
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
–
–
1,700
5,074
4,110
(10,487)
[12]
19
8
4,091
(10,495)
[13]
[13]
[13]
[13]
2.44
2.44
(15.85)
(15.85)
1.73
1.73
5.17
5.17
4.17
4.17
(10.68)
(10.68)
Bayer Annual Report 2020
Bayer Group Consolidated Statements of Comprehensive Income
B Consolidated Financial Statements
157
Bayer Group Consolidated
Statements of Comprehensive
Income
€ million
Income after income taxes
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders
Remeasurements of the net defined benefit liability
for post-employment benefit plans
Income taxes
Other comprehensive income from remeasurements of the
net defined benefit liability for post-employment benefit plans
Change in the fair value of own credit risk component of financial liabilities measured
at fair value
Income taxes
Other comprehensive income relating to own credit risk component of financial
liabilities measured at fair value
Changes in fair values of equity instruments measured at fair value
Income taxes
Other comprehensive income from equity instruments measured at fair value
Other comprehensive income relating to investments accounted for using the
equity method
Other comprehensive income that will not be reclassified subsequently to profit or
loss
Changes in fair values of derivatives designated as cash flow hedges
[27.3]
Reclassified to profit or loss
Income taxes
Other comprehensive income from cash flow hedges
Changes in time value of options used as hedging instruments
Other comprehensive income from time value of options
Changes in exchange differences recognized on translation
of operations outside the eurozone
Reclassified to profit or loss
Other comprehensive income from exchange differences
[11]
[17]
[21]
[21]
[21]
Other comprehensive income relating to investments accounted for using the
equity method
Other comprehensive income that may be reclassified subsequently to profit or loss
Total other comprehensive income1
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders
Total comprehensive income
of which attributable to noncontrolling interest
of which attributable to Bayer AG stockholders
1 Other comprehensive income is recognized outside profit or loss in equity.
B 2
Note
2019
2020
4,110
(10,487)
[12]
19
8
4,091
(10,495)
[22]
[11]
(1,347)
(125)
381
50
(966)
(75)
[11]
[11]
(3)
1
(2)
201
(6)
195
21
(752)
(115)
107
6
(2)
–
–
–
–
–
44
(1)
43
(7)
(39)
87
(6)
(32)
49
(1)
(1)
790
(3,439)
(130)
(95)
660
(3,534)
1
2
659
(3,484)
(93)
(3,523)
(1)
(27)
(92)
(3,496)
4,017
(14,010)
18
(19)
3,999
(13,991)
Bayer Annual Report 2020
B Consolidated Financial Statements
158
Bayer Group Consolidated Statements of Financial Position
Bayer Group Consolidated
Statements of Financial Position
€ million
Noncurrent assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments accounted for using the equity method
Other financial assets
Other receivables
Deferred taxes
Current assets
Inventories
Trade accounts receivable
Other financial assets
Other receivables
Claims for income tax refunds
Cash and cash equivalents
Assets held for sale
Total assets
Equity
Capital stock
Capital reserves
Other reserves
Equity attributable to Bayer AG stockholders
Equity attributable to noncontrolling interest
Noncurrent liabilities
Provisions for pensions and other post-employment benefits
Other provisions
Refund liabilities
Contract liabilities
Financial liabilities
Income tax liabilities
Other liabilities
Deferred taxes
Current liabilities
Other provisions
Refund liabilities
Contract liabilities
Financial liabilities
Trade accounts payable
Income tax liabilities
Other liabilities
Liabilities directly related to assets held for sale
Total equity and liabilities
2019 figures restated
B 3
Note
Jan. 1,
2019
Dec. 31,
2019
Dec. 31,
2020
[14]
[14]
[15]
[16]
[17]
[20]
[11]
[18]
[19]
[17]
[20]
[5.3]
[21]
[22]
[23]
[6]
[6]
[24]
[26]
[11]
[23]
[6]
[6]
[24]
[25]
[26]
[5.3]
38,628
36,696
12,943
515
2,212
526
4,183
39,312
34,709
12,479
522
1,536
751
4,426
36,080
26,029
11,710
491
1,555
835
4,686
95,703
93,735
81,386
11,012
11,714
1,166
1,958
809
4,052
234
10,650
11,678
2,326
1,811
1,652
3,185
1,137
10,961
9,555
7,940
1,667
1,233
4,191
113
30,945
32,439
35,660
126,648
126,174
117,046
2,387
18,388
25,118
45,893
171
2,515
18,261
26,477
47,253
180
2,515
18,261
9,748
30,524
175
46,064
47,433
30,699
8,717
3,418
160
986
8,213
3,766
105
733
8,454
4,322
8
720
37,712
36,912
33,196
1,433
366
4,667
1,603
439
3,755
247
1,341
1,331
57,459
55,526
49,619
3,365
3,622
3,235
3,682
6,038
1,050
2,121
12
3,251
4,134
3,319
2,182
6,426
758
2,483
662
10,127
4,455
3,592
8,570
5,683
2,269
2,032
–
23,125
23,215
36,728
126,648
126,174
117,046
Bayer Annual Report 2020
Bayer Group Consolidated Statements of Changes in Equity
B Consolidated Financial Statements
159
Bayer Group Consolidated
Statements of Changes in Equity
€ million
Adjustment of value flow concept
Jan. 1, 2019
Equity transactions with owners
Capital increase
Dividend payments
Other changes
Other comprehensive income
Miscellaneous other changes
Income after income taxes
Dec. 31, 2019
Equity transactions with owners
Capital increase
Dividend payments
Other changes
Other comprehensive income
Miscellaneous other changes
Income after income taxes
Dec. 31, 2020
€ million
Adjustment of value flow concept
Jan. 1, 2019
Equity transactions with owners
Capital increase
Dividend payments
Other changes
Other comprehensive income
Miscellaneous other changes
Income after income taxes
Dec. 31, 2019
Equity transactions with owners
Capital increase
Dividend payments
Other changes
Other comprehensive income
Miscellaneous other changes
Income after income taxes
Dec. 31, 2020
B 4
Capital
stock
Capital
reserves
Retained
earnings
incl. net
income
(84)
Fair-value
measurement
of equity
instruments
Exchange
differences
2,387
18,388
25,650
(736)
122
128
(128)
1
(2,611)
(19)
(965)
5
4,091
661
2,515
18,261
26,151
(75)
(2,751)
13
(77)
216
(10,495)
(3,506)
1
2,515
18,261
13,057
(3,580)
216
(28)
310
36
(229)
117
Cash flow
hedges
Other
reserves1
77
5
Equity
attributable
to Bayer AG
stockholders
(84)
45,893
B4 (continued)
Equity
attributable
to non-
controlling
interest
Equity
(84)
171
46,064
(2)
16
91
49
12
152
(2)
(3)
–
2
2
(2,611)
(18)
(92)
(10)
4,091
47,253
(2,751)
13
(3,496)
(10,495)
30,524
(4)
(4)
(1)
(1)
19
180
(17)
31
(27)
8
175
(2,615)
(22)
(93)
(11)
4,110
47,433
(2,768)
44
(3,523)
(10,487)
30,699
1 Other reserves include the reserve for changes in own credit risk amounting to €0 million (2019: minus €6 million) and the revaluation reserve
of €2 million (2019: €6 million)
Bayer Annual Report 2020
B Consolidated Financial Statements
160
Bayer Group Consolidated Statements of Cash Flows
Bayer Group Consolidated
Statements of Cash Flows
€ million
Income from continuing operations after income taxes
Income taxes
Financial result
Income taxes paid
Depreciation, amortization and impairments
Change in pension provisions
(Gains) losses on retirements of noncurrent assets
Decrease (increase) in inventories
Decrease (increase) in trade accounts receivable
(Decrease) increase in trade accounts payable
Changes in other working capital, other noncash items
Net cash provided by (used in) operating activities from continuing operations
Net cash provided by (used in) operating activities from discontinued operations
[5.3]
Net cash provided by (used in) operating activities
Cash outflows for additions to property, plant, equipment and intangible assets
Cash inflows from sales of property, plant, equipment and other assets
Cash inflows from (outflows for) divestments less divested cash
Cash inflows from noncurrent financial assets
Cash outflows for noncurrent financial assets
Cash outflows for acquisitions less acquired cash
Interest and dividends received
Cash inflows from (outflows for) current financial assets
Net cash provided by (used in) investing activities
Dividend payments
Issuances of debt
Retirements of debt
Interest paid including interest-rate swaps
Interest received from interest-rate swaps
Net cash provided by (used in) financing activities
Change in cash and cash equivalents due to business activities
[31]
Cash and cash equivalents at beginning of year
Change in cash and cash equivalents due to changes in scope of consolidation
Change in cash and cash equivalents due to exchange rate movements
Cash and cash equivalents at end of year
2019 figures restated
B 5
Note
2019
2020
2,410
(15,561)
443
1,309
(2,554)
5,367
(168)
(448)
(103)
14
759
954
7,983
224
8,207
(2,650)
283
2,546
149
(421)
(410)
135
(303)
(671)
(2,615)
7,464
(11,760)
(1,517)
39
(8,389)
(853)
4,052
(20)
6
3,185
(1,689)
1,081
(1,063)
13,259
(91)
(126)
(900)
695
(347)
9,311
4,569
334
4,903
(2,418)
329
4,172
673
(245)
(2,263)
134
(4,455)
(4,073)
(2,768)
10,891
(6,424)
(1,301)
25
423
1,253
3,185
(7)
(240)
4,191
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
161
Notes to the Consolidated Financial
Statements of the Bayer Group
1. General information
Bayer Aktiengesellschaft (Bayer AG), which is entered in the commercial register of the Local Court of
Cologne, Germany, HRB 48248, is a global enterprise based in Germany. Its registered office is at Kaiser-
Wilhelm-Allee 1, 51368 Leverkusen. The material business activities of the Bayer Group in the fields of
agriculture and health care took place in the reporting period in the Crop Science, Pharmaceuticals and
Consumer Health segments. The activities of each segment are outlined in Note [4].
The declarations required under Section 161 of the German Stock Corporation Act concerning the German
Corporate Governance Code have been issued and made available to stockholders.
The Board of Management of Bayer AG prepared the consolidated financial statements of the Bayer Group
as of December 31, 2020, at its meeting on February 16, 2021, submitted the prepared statements
to the Audit Committee and the Supervisory Board for examination and approval, and released them for
publication. The consolidated financial statements were discussed by the Audit Committee of the
Supervisory Board of Bayer AG at its meeting on February 22, 2021, and approved by the Supervisory
Board at its plenary meeting on February 23, 2021.
2. Effects of new financial reporting standards
Financial reporting standards applied for the first time in 2020
The following amendments to financial reporting standards were applied for the first time as of January 1,
2020, or June 1, 2020. The amendments had no material impact on the Group’s financial position or
results of operations.
Financial Reporting Standards Amendments With No Material Impact
Amendments to standards
B 2/1
Mandatory
application
Conceptual Framework
Amendments to References to the Conceptual Framework in IFRS Standards
Jan. 1, 2020
IFRS 3
Amendments to IFRS 3: Business Combinations: Definition of a Business
IFRS 9, IAS 39, IFRS 7
Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform
(Phase 1)
IFRS 16
IAS 1, IAS 8
Amendments to IFRS 16: COVID-19-Related Rent Concessions
Amendments to IAS 1 and IAS 8: Definition of Material
Jan. 1, 2020
Jan. 1, 2020
June 1, 2020
Jan. 1, 2020
Published financial reporting standards that have not yet been applied
The IASB has issued the following amendments to standards and a new standard. Their application was
not yet mandatory for the 2020 fiscal year. In some cases the European Union had not yet completed the
endorsement process. Therefore the following standards have not yet been applied by Bayer:
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
162
Published Financial Reporting Standards That Have Not Yet Been Applied
B 2/2
Amendments to standards / new standards
IFRS 3
IFRS 4
Amendments to IFRS 3: Business Combinations:
Reference to the Conceptual Framework
Amendments to IFRS 4: Insurance Contracts:
Extension of the Temporary Exemption from
Applying IFRS 9
IFRS 9, IAS 39,
IFRS 7, IFRS 4,
IFRS 16
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4
and IFRS 16: Interest Rate Benchmark Reform
(Phase 2)
IFRS 17
IAS 1
IAS 16
IAS 37
Insurance Contracts, including amendments
to IFRS 17
Amendments to IAS 1: Classification of Liabilities
as Current or Non-current, including Deferral of
Effective Date
Amendments to IAS 16: Property, Plant and
Equipment: Proceeds before Intended Use
Amendments to IAS 37: Provisions, Contingent
Liabilities and Contingent Assets: Onerous
Contracts — Cost of Fulfilling a Contract
Annual Improvements to IFRS Standards
2018–2020 Cycle
Mandatory
application
Anticipated effects
Jan. 1, 2022
No material effects expected
Jan. 1, 2021
No material effects expected
Jan. 1, 2021
No material effects expected
Jan. 1, 2023
Effects currently being evaluated
Jan. 1, 2023
Effects currently being evaluated
Jan. 1, 2022
No material effects expected
Jan. 1, 2022
Effects currently being evaluated
Jan. 1, 2022
No material effects expected
Change in accounting methods and restatement of prior-year data
A modified value flow concept was introduced throughout the Bayer Group on January 1, 2020,
necessitating the restatement of prior-period data.
The reason for the new value flow concept being applied throughout the Bayer Group is the Bayer 2022
efficiency program. As part of this program, steering and controlling principles and responsibilities have
been revised and simplified. For example, the enabling functions now have global responsibility for their
primary costs. As such, the services provided by the enabling functions are now planned and coordinated
at the divisional rather than the country level.
To facilitate this steering, the primary costs of the enabling functions are now being passed through to the
income statements of the divisions or segments using a standardized, centrally implemented allocation
logic in place of multiple local allocation keys.
This gives rise to shifts in the cost allocations to the divisions or to “Other Segments / Consolidation” and
between the functional cost items. This does not affect Group earnings as a whole – with the exception of
a very small proportion related to the change in the amount of capitalized inventories.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
163
The effects on the functional costs and their allocation to the divisions are shown in the following tables:
Effects of the Modified Value Flow Concept
€ million
Cost of goods sold
Gross profit
Selling expenses
Research and development expenses
General administration expenses
Other operating income
Other operating expenses
EBIT1
EBIT before special items1
EBITDA1
EBITDA before special items1
Income after income taxes
B 2/3
Crop Science
Pharmaceuticals
Consumer Health
As reported
Restated As reported
Restated As reported
Restated
2019
2019
2019
2019
(11,568)
(11,717)
(3,699)
(3,707)
8,264
(3,702)
(2,344)
(1,277)
729
8,115
(3,922)
(2,264)
(1,061)
729
(1,088)
(1,083)
582
2,005
3,895
4,796
514
1,932
3,818
4,714
14,263
14,255
(6,072)
(2,752)
(558)
318
(437)
4,762
4,899
5,951
5,975
(6,076)
(2,780)
(597)
321
(437)
4,686
4,823
5,837
5,861
2019
(1,936)
3,526
(2,499)
(230)
(204)
419
(299)
713
731
1,303
1,090
2019
(1,947)
3,515
(2,442)
(218)
(183)
419
(297)
794
810
1,357
1,142
Net cash provided by (used in) operating activities
4,209
4,150
4,523
4,427
841
876
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group”
All Other Segments
Reconciliation
Enabling Functions
and Consolidation
Group
Discontinued operations
As
As
As
As
reported Restated
reported Restated
reported Change Restated
reported Change Restated
B 2/3 (continued)
2019
2019
2019
2019
2019
2019
2019
2019
2019
(172)
72
(6)
(92)
(47)
9
(70)
(25)
(43)
(17,467)
146
(17,613)
(1,455)
26,078
(146)
25,932
1,287
(12,274)
215
(12,489)
(544)
€ million
Cost of goods sold
Gross profit
Selling expenses
Research and development
expenses
General administration expenses
Other operating income
Other operating expenses
EBIT1
EBIT before special items1
EBITDA1
EBITDA before special items1
Income after income taxes
Net cash provided by (used in)
operating activities
2019
(172)
72
(10)
–
(188)
132
147
(108)
39
148
293
–
(1)
(16)
(38)
(5,342)
(41)
(5,301)
(49)
(1,663)
(1,716)
(3,890)
(284)
(3,606)
(142)
(186)
67
(12)
73
72
143
143
–
35
(339)
100
(181)
(1,760)
(1,905)
(667)
(662)
(1,743)
(1,626)
1,633
(2,016)
4,189
7,007
9,554
(651)
(386)
11,503
–
–
2,411
3
(6)
(27)
(32)
(25)
(29)
(20)
1,636
1,655
(2,010)
4,162
6,975
9,529
11,474
(35)
2,035
529
2,109
604
2,391
1,680
(3)
3
(21)
–
(3)
–
–
27
27
25
25
20
18
(1,452)
1,290
(523)
(142)
(183)
1,655
(35)
2,062
556
2,134
629
1,700
224
522
245
(2,094)
(1,715)
8,001
(18)
7,983
206
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group”
The above value flow changes also led to a change in the allocation of overheads to inventories. All other
things being equal, this resulted in a €120 million reduction in the amount of capitalized overheads and a
€36 million increase in deferred tax assets. These figures were restated accordingly as of January 1, 2019,
along with equity. They had no material impact on subsequent quarters.
In addition, a retrospective restatement of the purchase price allocation for the 2018 acquisition of the
Monsanto Group resulted in an accounting exchange on the assets side pursuant to IAS 8.42, with a
€186 million reduction in deferred tax assets in the opening statement of financial position and a
simultaneous increase in goodwill by the same amount. The figures in the statements of financial position
for the prior-year periods have been restated accordingly.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
164
3. Reporting policies, methods and
critical accounting estimates
The consolidated financial statements as of December 31, 2020, of Bayer AG and its subsidiaries (Bayer
Group) were prepared according to the International Financial Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB), London, United Kingdom, and the interpretations of the
IFRS Interpretations Committee (IFRS IC) as endorsed by the European Union. The applicable further
requirements of Section 315e of the German Commercial Code were also taken into account.
The consolidated financial statements were drawn up in euros. Except where otherwise indicated, amounts
are stated in millions of euros (€ million) and rounded to the nearest million. Adding the individual figures
may therefore not always result in the exact total given.
In the income statement and statement of comprehensive income, statement of financial position,
statement of cash flows and statement of changes in equity, certain items are combined for the sake of
clarity. These are explained in the Notes. The income statement was prepared using the cost-of-sales
method. Assets and liabilities are classified by maturity. They are regarded as current if they mature within
one year or within the normal business cycle of the company or the Group, or are held for sale. The normal
business cycle is defined for this purpose as beginning with the procurement of the resources necessary
for the production process and ending with the receipt of cash or cash equivalents as consideration for the
sale of the goods or services produced in that process. Inventories and trade accounts receivable and
payable are always presented as current items. Deferred tax assets and liabilities, and pension provisions
are always presented as noncurrent items.
The financial statements of the individual companies consolidated are prepared according to uniform
recognition and measurement methods. The consolidated financial statements are based on the principle
of the historical cost of acquisition, construction or production, with the exception of the items reflected at
fair value, such as equity instruments held, debt instruments held that do not solely comprise principal and
interest payments, and derivatives and liabilities designated at fair value through profit or loss.
In preparing the consolidated financial statements, management has to make certain assumptions and
estimates that may substantially impact the presentation of the Group’s financial position and / or results of
operations. Such estimates, assumptions or the exercise of discretion mainly relate to the useful life of
noncurrent assets, the discounted cash flows used for impairment testing and purchase price allocations,
and the recognition of provisions, including those for litigation-related expenses, pensions and other
benefits, taxes, environmental compliance and remediation costs, product liability and guarantees, as well
as the recognition of refund liabilities. Essential estimates and assumptions that may affect reporting in the
various item categories of the financial statements are described in the following sections of this Note.
Estimates are based on historical experience and other assumptions that are considered reasonable under
given circumstances. They are continually reviewed but may vary from the actual values.
New or revised financial reporting standards often contain options regarding the first-time application of
new recognition and measurement methods. The income statement for the previous year and the opening
statement of financial position for that year may be adjusted depending on the option Bayer exercises. For
further information on the standards applied for the first time as of January 1, 2020, see Note [2].
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
165
Consolidation
The consolidated financial statements include subsidiaries, joint operations, joint ventures and associates.
The financial statements of the individual companies consolidated are prepared as of the closing date of
the Group financial statements.
Subsidiaries are companies over which Bayer AG is currently able to exercise power by virtue of existing
rights. Power means the ability to direct the relevant activities that significantly affect a company’s
profitability. Control is therefore only deemed to exist if Bayer AG is exposed, or has rights, to variable
returns from its involvement with a company and has the ability to use its power over that company to
affect the amount of that company’s returns. The ability to control another company generally derives from
Bayer AG’s direct or indirect ownership of a majority of the voting rights. In the case of structured entities,
however, control is based on contractual agreements. Inclusion of an entity’s accounts in the consolidated
financial statements begins when the Bayer Group is able to exercise control over the entity and ceases
when it is no longer able to do so.
A joint operation or a joint venture exists where the Bayer Group controls an entity’s activities jointly with a
third party on the basis of a contractual agreement and decisions about the relevant activities require the
unanimous consent of the parties sharing control. The parties to a joint operation have rights to the assets,
and obligations for the liabilities, relating to the arrangement. The Bayer Group recognizes its share of the
assets, liabilities, revenues and expenses in the consolidated financial statements in accordance with its
rights and obligations. The parties jointly controlling a joint venture have rights to the net assets of the
arrangement. Joint ventures are accounted for using the equity method.
Associates are companies over which Bayer AG exerts significant influence, generally through an
ownership interest between 20% and 50%. They also are accounted for using the equity method. The
carrying amount of a company accounted for using the equity method is adjusted annually by the change
in its equity corresponding to Bayer’s percentage interest in the company. Differences arising upon first-
time inclusion using the equity method are accounted for according to full-consolidation principles. Bayer’s
share of changes – recognized in profit or loss – in these companies’ equity and impairment losses
recognized on goodwill are reflected in equity-method income / loss. Gains and losses from the sale of
investments accounted for using the equity method are recognized in financial income or expenses,
respectively, within income from investments in affiliated companies.
Interests in subsidiaries, joint ventures and associates that do not have a material impact on the Group’s
financial position or results of operations, either individually or in aggregate, are not consolidated but
recognized as financial investments in equity instruments.
Foreign currency translation
The assets and liabilities of the subsidiaries that do not use the euro as their functional currency are
translated into euros at closing rates. All changes occurring during the year and all income and expense
items and cash flows are translated into euros at average monthly rates except in hyperinflationary
economies, where they are translated at the respective closing rates. Equity components are translated at
the historical exchange rates prevailing at the respective dates of their first-time recognition in Group
equity. The exchange differences arising between the resulting amounts and those obtained by translating
at closing rates are recognized outside profit or loss as “Exchange differences on translation of operations
outside the eurozone” (in other comprehensive income) or presented as “Exchange differences” in the
tables in the Notes. When a company is deconsolidated or the net investment in a foreign operation is
reduced, such exchange differences are reclassified from equity to profit or loss and recognized in the
financial result.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
166
The exchange rates for major currencies against the euro varied as follows:
Exchange Rates for Major Currencies
Closing rate
Average rate
B 3/1
BRL
CAD
CNY
Brazil Canada
China
2019
2020
2019
2020
4.52
6.37
4.41
5.80
1.46
1.56
1.49
1.53
7.82
7.98
7.74
7.87
GBP
U.K.
0.85
0.90
0.88
0.89
JPY
RUB
USD
Japan
Russia
U.S.A.
121.87
126.46
122.01
121.71
69.94
91.46
72.44
81.86
1.12
1.23
1.12
1.14
Since July 1, 2018, IAS 29 (Financial Reporting in Hyperinflationary Economies) has been applied for
Bayer S.A., Argentina. On the date of first-time application, the adjustment of the carrying amounts of
nonmonetary assets and liabilities was recognized in equity based on the general price index. Gains and
losses incurred from the current hyperinflation of nonmonetary assets and liabilities and of equity are
recognized in the income statement as other operating income and expenses.
Foreign currency measurement
Monetary items, such as receivables and liabilities, that are denominated in currencies other than a
Group company’s functional currency are measured at closing rates. Related exchange differences are
recognized as exchange gains or losses under other financial income or expenses.
Sales, refund liabilities, right-of-return assets and contract liabilities
All revenues derived from the selling of products, rendering of services or from licensing agreements are
recognized as sales. This is done on the basis of customer contracts and the performance obligations
contained therein, which are individually identified and may be presented separately for the purpose of
revenue recognition. Revenues are recognized in profit or loss when or as soon as the entity transfers
control of goods or services to a customer either over time or at a point in time. Control lies with the
customer if the customer can independently determine the use of and consume the benefit derived from a
product or service. Revenues from product deliveries are recognized at a point in time based on an overall
assessment of the existence of a right to payment, the allocation of ownership rights, the transfer of
physical possession, the transfer of risks and rewards, and acceptance by the customer. In the case of
product deliveries undertaken by the Bayer Group, the transfer of risks and rewards and the right to
determine the product shipment destination are particularly important. Revenues from services, on the
other hand, are recognized over the period of time when services are rendered and in accordance with a
reasonable measure of progress.
Net sales are limited to the amount the Bayer Group expects to receive for the fulfillment of performance
obligations. Payment components to be withheld for third parties are deducted. Sales are therefore
reduced by sales taxes and by actual and expected sales deductions resulting from rebates, discounts
and bonuses. Sales deductions are estimated primarily on the basis of historical experience, specific
contractual terms and thus future expectations of sales development. Revenues from contracts involving
noncash consideration, such as exchange transactions, are measured at the fair value of the assets
received or the right to receive them. Furthermore, sales are reduced at the date of revenue recognition by
the amount of the refund liability for expected returns of defective goods or of saleable products that may
be returned under contractual arrangements. Refund liabilities are recognized for expected sales
deductions and product returns.
Assets from expected product returns are recognized in inventories as right-of-return assets at the
previous carrying amounts less any recovery and processing costs and potential impairments. For
unilaterally fulfilled customer contracts where more than one year passes between performance and
payment, significant financing components are accounted for separately based on their present
values and the subsequent unwinding of the discount. The underlying discount rate takes into account
the individual credit risk of the contracting party that receives the financing.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
167
Some of the Bayer Group’s revenues are generated on the basis of licensing agreements under which third
parties have been granted the right to use or access products and technologies. A right-to-use license is
characterized by the underlying technology remaining essentially unchanged over the period for which the
rights are granted. With a right-to-access license, by contrast, the customer’s interest is directed toward
the consistent further development of that intellectual property (IP). Revenues from right-to-use licenses
are recognized at a specific point in time, while those from right-to-access licenses are recognized over
time according to the underlying measure of progress. Milestone payments related to right-to-access
licenses are allocated to satisfied and unsatisfied portions of the underlying performance obligation, as
applicable. Consideration relating to already satisfied obligations is recognized as catch-up adjustments to
revenue. Payment elements still to be earned are deferred as contract liabilities. Sales- or usage-based
royalties agreed in connection with outlicensing arrangements are only recognized if the sale or the usage
is sufficiently verified and the underlying performance obligation has been fulfilled.
In the Crop Science segment, Bayer conducts barter transactions in certain geographies to grant its
customers longer payment terms while at the same time reducing the credit risk. For example, payment
may be made in the form of a subsequent delivery of soybeans or corn, or crops may be pledged as
collateral. To the extent Bayer is thereby exposed to a commodity price risk, this is hedged using
derivatives that are measured at fair value through profit or loss within other financial income and
expenses. If Bayer assumes control of goods (such as soybeans) instead of receiving a cash payment,
their resale is accounted for in other operating income, and their derecognition in other operating
expenses, since transactions of this nature do not form part of normal business operations.
Research and development expenses
Research expenses are recognized through profit or loss. Development expenses are only capitalized as
internally generated intangible assets if the recognition criteria of IAS 38 (Intangible Assets) are met. These
include sufficient certainty that the development activity will give rise to future financial cash flows that
also cover the respective development expenses. Since our own development projects are often subject to
regulatory approval procedures and other uncertainties, the conditions for the capitalization of costs
incurred before receipt of approvals generally are not satisfied. Capitalized development expenses are
recognized at the cost of generation and amortized over their expected useful lives. Impairment testing is
also performed on an annual or event-driven basis.
Income taxes
Income taxes comprise the taxes levied on taxable income in the individual countries along with changes in
deferred tax assets and liabilities that are recognized in profit or loss. The income taxes recognized are
reflected at the amounts likely to be payable under the statutory regulations in force, or already enacted in
relation to future periods, at the end of the reporting period. Complex tax regulations may give rise to
uncertainties with respect to their interpretation and the amounts and timing of future taxable income.
Given the wide range of international business relationships and the long-term nature and complexity of
existing contractual agreements, differences arising between the actual results and the assumptions made,
or future changes to such assumptions, could necessitate adjustments to tax income and expense in
future periods. Liabilities to tax authorities that are uncertain as to their amount and the probability of their
occurrence are recognized as tax liabilities based on reasonable estimates. The amounts recognized are
based on various factors, such as experience with previous tax audits and differing legal interpretations by
the taxable entity and the responsible tax authority.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
168
In compliance with IAS 12 (Income Taxes), deferred taxes are recognized for temporary differences
between the carrying amounts of assets and liabilities in the statement of financial position prepared
according to IFRS and their tax bases. Deferred taxes are also recognized for consolidation measures and
for loss carryforwards, interest carryforwards and tax credits that are likely to be usable. Deferred tax
assets relating to deductible temporary differences, tax credits, loss carryforwards and interest
carryforwards are recognized where it is probable that taxable income or sufficiently taxable temporary
differences will be available in the future to enable them to be used. Deferred tax liabilities are recognized
on temporary differences taxable in the future. Deferred taxes are calculated at the rates which – on the
basis of the statutory regulations in force, or already enacted in relation to future periods, as of the closing
date – are expected to apply in the individual countries at the time of realization. Deferred tax assets and
deferred tax liabilities are offset if they relate to income taxes levied by the same taxation authority and
Bayer has a legal right to settle on a net basis. Material effects of changes in tax rates or tax law on
deferred tax assets and liabilities are generally accounted for in the period in which the changes are
enacted. Such effects are recognized in profit or loss except where they relate to deferred taxes that were
recognized outside profit or loss, in which case they are recognized in other comprehensive income or
directly in equity.
Deferred and current taxes are recognized in profit or loss unless they relate to items recognized outside
profit or loss in other comprehensive income, in which case they, too, are recognized in other
comprehensive income or directly in equity. The probability that deferred tax assets resulting from
temporary differences, loss carryforwards or interest carryforwards can be used in the future is the subject
of forecasts by the individual consolidated companies regarding their future earnings situation and other
parameters. Deferred tax liabilities are recognized on planned dividend payments by subsidiaries. Where
no dividend payment is planned for the foreseeable future, no deferred tax liability is recognized on the
difference between the proportionate net assets according to IFRS and the tax base of the investment in
the subsidiary.
Goodwill
In a business combination, goodwill is capitalized at the acquisition date (see “Acquisition accounting”).
Goodwill is not amortized but is tested for impairment at least annually or when there is an indication of
possible impairment.
Other intangible assets
Other intangible assets are capitalized at the acquisition date at their cost of acquisition or generation.
Those with a definite useful life are amortized on a straight-line basis over the following periods, except
where their actual depletion demands a different amortization pattern.
Useful Lives of Other Intangible Assets
Patents and technologies
Trademarks
Marketing and distribution rights
Production rights
Other rights
B 3/2
8 to 30 years
10 to 35 years
5 to 30 years
14 to 19 years
2 to 12 years
The expected useful lives of such assets and the amortization patterns are determined based on estimates
of the period for which they will generate cash flows. In addition, impairment testing is performed.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
169
Property, plant and equipment
Property, plant and equipment is initially recognized at the cost of acquisition or construction plus the
estimated amounts of any redevelopment or decommissioning costs. Thereafter it is depreciated by the
straight-line method over its expected useful life, except where use-related depreciation is more
appropriate.
Useful Lives of Property, Plant and Equipment
Buildings
Plant installations and machinery
Furniture, fixtures and other equipment
B 3/3
5 to 50 years
4 to 40 years
2 to 15 years
In addition, impairment testing is performed. When assets are sold, closed down or scrapped, the
difference between the net proceeds and the net carrying amount of the assets is recognized as a gain or
loss in other operating income or expenses, respectively.
Grants and subsidies from third parties that serve to promote investment are reflected in the statement
of financial position under other liabilities and amortized to income over the useful lives of the respective
investments or in line with the terms of the grant or subsidy.
Investment property comprises land and buildings not being used for operational or administrative
purposes. It is measured using the cost model. The fair value of this property reported in the Notes is
primarily determined on the basis of internal valuations using the income approach, while that of
undeveloped sites is mainly calculated using the market comparison approach.
Impairment testing
An impairment test is performed if there is an indication of possible impairment for an intangible asset, an
item of property, plant and equipment, or a cash-generating unit or unit group to which goodwill has been
allocated. Other intangible assets with an indefinite useful life (such as the Bayer Cross trademark),
intangible assets that are not yet available for use (such as R&D projects) and cash-generating units or unit
groups to which goodwill has been allocated are tested annually for impairment.
A cash-generating unit is the smallest identifiable group of assets generating cash inflows that are largely
independent of the cash inflows from other assets or groups of assets. The Bayer Group primarily regards
product families as well as seeds and the corresponding traits as cash-generating units and subjects them
to global impairment testing. Goodwill is tested for impairment at the reporting segment level.
Impairment testing involves comparing the carrying amount of each cash-generating unit or unit group,
intangible asset or item of property, plant and equipment to the recoverable amount, which is the higher
of its fair value less costs of disposal or value in use. If the carrying amount exceeds the recoverable
amount, an impairment loss must be recognized for the difference. In this case an impairment loss is first
recognized on any goodwill allocated to the cash-generating unit or unit group. Any remaining impairment
loss is allocated among the other noncurrent nonfinancial assets in proportion to their carrying amounts,
unless this is prohibited under any other rule. The resulting expense is reflected in the operating expense
item in which the depreciation or amortization of the respective asset is recognized. The same applies to
income from impairment loss reversals. Impairment losses recognized on goodwill are included in other
operating expenses.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
170
The recoverable amount is generally determined on the basis of the fair value less costs of disposal, taking
into account the present value of the future net cash flows as market prices for the individual units are not
normally available. These are forecasted on the basis of the Bayer Group’s current planning, the planning
horizon being up to four years. Forecasting involves making assumptions, especially regarding future
selling prices, sales volumes, costs, market growth rates, economic cycles and exchange rates. These
assumptions are based on internal estimates along with external market studies. Where the recoverable
amount is the fair value less costs of disposal, measurement is undertaken from the viewpoint of an
independent market participant. Where the recoverable amount is the value in use, the object of valuation
is measured as currently used. In either case, net cash flows beyond the planning period are determined
on the basis of long-term business expectations using individually calculated growth rates. The fair value
less costs of disposal is determined on the basis of unobservable inputs (Level 3).
The net cash inflows are discounted at a rate equivalent to the weighted average cost of equity and debt
capital. To allow for the different risk and return profiles of the Bayer Group’s principal businesses, the
after-tax cost of capital is calculated separately for each reporting segment and certain cash-generating
units and unit groups while taking into account regional focus areas, and a segment-specific capital
structure is defined by benchmarking against comparable companies in the same industry sector. The cost
of equity corresponds to the return expected by stockholders, while the cost of debt is based on the
conditions on which comparable companies can obtain long-term financing. Both components are derived
from capital market information.
Although the estimates of the useful lives of certain assets, assumptions concerning the macroeconomic
environment and industry developments, and estimates of the discounted future cash flows are believed to
be appropriate, changes in assumptions or circumstances could require changes in the carrying amounts.
This could lead to the recognition of additional impairment losses in the future or – except in the case of
goodwill – to reversals of previously recognized impairment losses if developments are contrary to
expectations.
Leases
A lease is established by a contract that conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.
As lessee, Bayer generally recognizes the present value of the future lease payments as a financial liability.
The lease payments are split into principal and interest portions according to the effective-interest method.
In line with this and taking into account any further cost components, the right-of-use asset (the asset that
reflects the right to use the underlying asset) is capitalized under property, plant and equipment at the
inception of the lease. The right-of-use asset is recognized at amortized cost and depreciated by the
straight-line method.
Use is made of the recognition exemptions for certain leases in which the underlying assets are of low
value and also for short-term leases. The lease payments under these contracts are recognized as other
operating expenses on a straight-line basis over the lease term.
Bayer exercises the accounting policy option under IFRS 16 (Leases) available for lessees not to apply this
standard to leases of intangible assets.
For certain contracts with both lease and non-lease components, Bayer as lessee applies the practical
expedient not to separate these components but to recognize them collectively as a single lease
component.
Payments under intra-Group leases are generally presented as expenses or income in segment reporting in
line with the internal reporting system.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
171
Lease contracts in which Bayer acts as the lessor and substantially all the risks and rewards of utilizing the
underlying asset are transferred to the lessee are classified as finance leases. The net investment in the
lease is recognized as a receivable. In the case of operating leases where Bayer is the lessor, the leased
assets continue to be capitalized, and the lease payments are recognized in income on a straight-line
basis over the lease term.
Financial assets
Financial assets comprise receivables, acquired equity and debt instruments, cash and cash equivalents,
and derivatives with positive fair values. A financial asset (other than a derivative) is initially recognized at
fair value, plus transaction costs in most cases, on the settlement date.
The classification and measurement of financial assets is based in each case on the business model and
the characteristics of the cash flows. Trade accounts receivable are measured at amortized cost or at fair
value through profit or loss. Other debt instruments are measured at amortized cost or at fair value through
profit or loss. Equity instruments are generally held for medium- to long-term strategic purposes and are
therefore measured at fair value through other comprehensive income. Otherwise they are measured at fair
value through profit or loss, like for example the shares in Elanco Animal Health Inc., Greenfield, Indiana,
United States.
Loss allowances for expected credit losses are recognized for financial assets measured at amortized
cost. Under the simplified impairment model, a default on receivables expected over the respective term
(stage 2 of the impairment model) is determined for trade accounts receivable based on portfolio-specific
default rates. These expected default rates are mainly based on the average defaults on receivables in
recent years. These default rates are adjusted during the year for the respective customer portfolio if a
significant change in the default rate is expected in the future. In determining the expected default rates,
we take into account the business model, the respective customer and the economic environment of the
geographic region. This is achieved by applying specific default rates for the individual Group companies
and, in the case of smaller companies, making a standard calculation for countries with a comparable
credit risk. Further differentiation is achieved by taking into account the segments’ various customer
groups. Throughout the Bayer Group, customers are also assigned to risk classes with different expected
default rates depending on their individual credit risk assessments.
Where action such as insolvency or comparable proceedings has been initiated against a defaulter or
other objective indications exist that receivables are impaired (such as a considerable worsening of
creditworthiness or a financial restructuring), the receivables are individually tested for impairment (stage 3
of the impairment model). In addition, all receivables more than 90 days past due are individually tested for
impairment during the year.
For other financial assets, the expected credit loss for the next 12 months is determined on first-time
recognition and on subsequent measurement using the Monte Carlo simulation method (stage 1 of the
impairment model). In the event of a significant increase in the default risk, which is defined as a more than
0.25% increase in the probability of default, assets are reclassified to stage 2 of the impairment model,
taking into account the expected credit losses over the respective asset maturities. An impairment loss is
recognized if there are objective indications of an impairment.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
172
Financial assets are derecognized when contractual rights to receive cash flows from the financial assets
expire or the financial assets were transferred together with all material risks and benefits. Receivables are
also derecognized if they have been finally assessed as irrecoverable and we have ceased efforts to collect
them following the completion of insolvency proceedings, for example. Receivables are not derecognized
while they remain subject to enforcement.
Inventories
Inventories are recognized at their cost of acquisition or production (production-related full costs) –
calculated by the weighted-average method – or at their net realizable value, whichever is lower.
Cash and cash equivalents
Cash includes cash in hand, checks received and balances with banks and companies. Cash equivalents
are financial investments with maximum maturities of three months from the acquisition date that are
subject to no more than insignificant fluctuations in value and will give rise to predefined cash inflows.
Cash and cash equivalents are measured at amortized cost.
Provisions for pensions and other post-employment benefits
Within the Bayer Group, post-employment benefits are provided under defined contribution and/or defined
benefit plans. In the case of defined contribution plans, the company pays contributions to publicly or
privately administered pension plans on a mandatory, contractual or voluntary basis. Once the
contributions have been paid, the company has no further payment obligations. The regular contributions
constitute operating expenses and as such are included in the respective income statement items.
All remaining commitments under pension and other post-employment benefit plans are measured in terms
of the defined benefit obligation (DBO) using the projected unit credit method, with entitlements already
earned being measured at the present value of the DBO. This is based on factors such as expected future
salary and pension increases, changes in health care costs, mortality rates and beneficiary structure. The
uniform discount rates are based on the yields of high-quality bond portfolios (AA-rated corporate bonds)
in specific currencies, extrapolated where necessary to cover the future period for which sufficiently
accurate bond yields are not available. The bond portfolios consist of bonds with weighted residual
maturities approximately equal to the duration of the expected disbursements from the pension plans.
The pension service cost and the net interest on the net liability are determined on the basis of the
assumptions as of the previous closing date.
For funded obligations, the net liability is determined by deducting the fair value of plan assets. The
obligations and plan assets are measured at regular intervals. Where no quoted prices for plan assets exist
in active markets, their fair values are determined by applying the usual measurement methods and on the
basis of freely accessible data such as interest rate curves and credit spreads. The net defined benefit
asset is recognized in other receivables.
Current and past service cost and effects of plan settlements are recognized in operating income.
The net interest on the net liability is reflected in the financial result under other financial income and
expenses. The effects of remeasurements of the net defined benefit liability are reflected in the statement
of comprehensive income as other comprehensive income. They consist of actuarial gains and losses,
the return on plan assets and changes in the effects of the asset ceiling, less the amounts included in net
interest and related deferred taxes.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
173
Other provisions
Other provisions are recognized for present legal and constructive obligations arising from past events that
will probably give rise to a future outflow of resources, provided that a reliable estimate can be made of the
amount of the obligations. They are established at the present value of the expected future cash outflows
and recognized in the respective operating expense items. The interest cost is reflected in the financial
result under other financial income and expenses. If the projected obligation declines as a result of a
change in the estimate, the provision is reversed by the corresponding amount and the resulting income
recognized in the operating expense item(s) in which the original charge was recognized.
Costs arising from obligations to decommission or dismantle property, plant and equipment are included
as a component of the acquisition or construction costs if they can be reliably estimated. If changes in the
estimates require the provisions to be adjusted, the carrying amounts of the respective assets are reduced
or increased accordingly.
Estimating the future costs for environmental protection and similar measures involves, in particular,
uncertainties with regard to the applicable laws and regulations and the actual local conditions. Significant
factors in estimating the costs include previous experiences in similar cases, expert opinions, current costs
and new developments affecting costs, management’s interpretation of current environmental regulations,
the financial position of third parties that may become obligated to participate in any remediation costs
on the basis of joint liability, and the remediation methods likely to be deployed. Changes in these
assumptions could impact future reported results of the Group. Taking into consideration the experience
gained to date and the knowledge and circumstances as of the closing date, provisions are believed to be
adequate. However, material additional costs could be incurred beyond the amounts accrued that result in
additional expenses in subsequent periods.
Provisions for employee termination benefits are established where the amounts of severance payments,
additional pension plan modules to be granted or other benefits can be reliably estimated. However,
material additional costs could be incurred beyond the amounts accrued that result in additional expenses
in subsequent periods.
Provisions for stock-based compensation are established for the programs offered collectively to different
groups of employees. As required by IFRS 2 (Share-based Payment) for compensation systems involving
cash settlement, the obligations arising from the stock-based programs are covered by provisions in the
amount of the fair value of the obligations existing as of the date of the financial statements vis-à-vis the
respective employee group. All resulting valuation adjustments are recognized in profit or loss.
Provisions for litigations are established under certain conditions in the case of legal risks. Litigations
and other judicial proceedings often raise complex issues and are subject to many uncertainties and
complexities including, but not limited to, the facts and circumstances of each particular case, the
jurisdiction in which each suit is brought and differences in applicable law. The outcome of any current or
future proceedings cannot normally be predicted. It is particularly difficult to assess the likely outcomes of
class actions for damages or mass compensation claims in the United States, which may give rise to
significant financial risks for the Bayer Group. As a result of a final judgment in court proceedings,
regulatory decisions or the conclusion of a settlement, the Bayer Group may incur charges for which no
accounting measures have yet been taken for lack of reasonable estimability or which exceed presently
established provisions and the insurance coverage.
The Bayer Group considers the need for accounting measures in respect of pending or future litigations,
and the extent of any such measures, on the basis of the information available to its legal department and
in close consultation with legal counsel acting for the Bayer Group. Where it is more likely than not that
such a litigation will result in an outflow of resources that is already reasonably estimable, a provision for
litigation is recorded in the amount of the present value of the expected cash outflows. Such provisions
cover the estimated payments to the plaintiffs, court and procedural costs, attorney costs and the cost of
potential settlements.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
174
It is sometimes impossible to reliably determine the existence of a present obligation or reasonably
estimate the probability that a potential outflow of resources will result from a pending or future litigation.
The status of the material “legal risks” is described in Note [30]. Due to the special nature of these
litigations, provisions generally are not established until initial settlements allow an estimate of potential
amounts or judgments have been issued. Provisions for legal defense costs are established if it is probable
that material costs will have to be incurred for external legal counsel to defend the company’s legal
position.
Internal and external legal counsel evaluate the current status of the Bayer Group's material legal risks at
the end of each reporting period. The need to establish or adjust a provision and the amount of the
provision or adjustment are determined on this basis. Adjusting events are reflected up to the date of
preparation of the consolidated financial statements. The measurement of provisions in the case of class
actions or mass compensation claims is mainly based on any settlements reached during the past year
and on pending or anticipated future claims.
Under IAS 37.92, further information on litigations, such as the proceedings, risks and related measures
and estimated financial effects, uncertainties, the amounts of individual provisions and contingent liabilities
and their maturities can be withheld in exceptional cases if disclosing it could significantly prejudice the
company’s position.
Financial liabilities
Financial liabilities are generally measured at amortized cost using the effective-interest method.
Derivatives with negative fair values, liabilities for contingent consideration in business combinations and
liabilities designated at fair value through profit or loss are measured at fair value.
Mandatory convertible notes are assessed to determine whether they should be accounted for entirely as
debt or split into an equity component and a debt component. This involves examining whether Bayer’s
early conversion rights have economic substance. These rights may have economic substance with
respect to maintaining the current credit rating if early conversion can prevent a rating downgrade. In this
event, future savings of credit interest would more than offset the cost of early conversion by Bayer. If the
right to early conversion is deemed to have economic substance, components of the mandatory
convertible notes are classified as equity.
The mandatory convertible notes issued in 2016 and redeemed at maturity in 2019 were accounted for as
a hybrid financial instrument. The directly attributable costs along with the debt component, which
corresponded to the present value of the future interest payments, were deducted from the proceeds of
the issue. The debt component was included in financial liabilities. The remaining amount constituted the
equity component, which was reflected in capital reserves.
Financial liabilities with one or multiple embedded derivatives (hybrid financial instruments), where at least
one of the derivatives has to be separated from the host contract and significantly modifies the contractual
cash flows, can be designated in their entirety at fair value through profit or loss. Use was made of this
option for the debt instruments issued in June 2017 (exchangeable bond 2017 / 2020), which are
exchangeable into Covestro shares. Changes in the fair value of these instruments were recognized in
other financial income and expenses with the exception of those attributable to Bayer’s own credit risk,
which were recognized in other comprehensive income in the statement of comprehensive income.
Financial liabilities are derecognized when the contractual obligation is discharged or canceled, or has
expired.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
175
Derivatives
The Bayer Group uses derivatives to mitigate the risk of changes in exchange rates, interest rates or
commodity prices (such as for soybeans and corn) and to hedge stock-based compensation programs.
The instruments used include forward exchange contracts, interest-rate swaps, forward commodity
contracts and forward stock transactions. Derivatives are recognized at the trade date and are remeasured
to fair value on each closing date. Positive fair values are reflected in financial assets, negative fair values
in financial liabilities.
Raw material supply contracts (at Crop Science, for example) and energy supply contracts that are
concluded in order to receive or deliver nonfinancial items for the company’s own purposes are treated as
pending transactions (own-use exemption) and not accounted for as derivatives. Other raw material supply
contracts are accounted for as derivatives at fair value through profit or loss under certain conditions.
Where embedded derivatives are identified in contracts, they are assessed for any close economic
relationship with the host contract. If no such relationship is found, they are accounted for separately
as derivatives. Financial receivables with embedded derivatives are measured at fair value through
profit or loss.
Derivatives are designated as held for trading at fair value through profit or loss unless they qualify for
hedge accounting. This mainly applies to the exchange hedging of accounting risks, the effects of which
are reflected in other financial income and expenses as exchange gains or losses.
The effective portion of derivatives designated as cash flow hedges is initially recognized outside profit or
loss in other comprehensive income. Any ineffective portions are recognized directly in profit or loss. Only
when the hedged item is recognized through profit or loss is the effective portion of the hedging instrument
also recognized in the income statement. In the case of commodity futures and options, reclassification is
to the cost of goods sold. The effects of interest-rate hedges are reflected in interest income or expense.
The effects of the hedging of forecasted sales transactions in foreign currencies are recognized in other
operating income or expenses at the time of revenue recognition. The hedging of stock-based employee
compensation is recognized in the respective operating expense items of “Enabling Functions and
Consolidation” over the duration of the Aspire programs.
Changes in the fair values of derivatives designated as fair value hedges are recognized in income along
with the adjustments in the carrying amounts of the hedged items (for example, in inventories or as
separate assets). This mainly applies to the hedging of firm purchase commitments for goods at Crop
Science. These effects are recognized in the cost of goods sold. The effects of interest-rate hedges are
reflected in interest income or expense.
Acquisition accounting
Acquired businesses are accounted for using the acquisition method, which in principle requires that the
assets acquired and liabilities assumed be recorded at their respective fair values on the date Bayer
obtains control. The difference between the consideration transferred (plus the fair value of the pre-existing
equity interest in the acquiree in the case of step acquisitions) and the fair values of the acquired assets
and assumed liabilities is recognized as goodwill. The results of foreign currency cash flow hedges are
factored into the translation of foreign currency purchase price payments. For significant acquisitions, the
purchase price allocation is carried out with assistance from independent third-party valuation specialists.
The related valuations are based on the information available at the acquisition date. Ancillary acquisition
costs are recognized as expenses in the periods in which they occur.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
176
The application of the acquisition method requires certain estimates and assumptions to be made,
especially concerning the fair values of the acquired intangible assets, property, plant and equipment and
the liabilities assumed at the acquisition date, and the useful lives of the acquired intangible assets,
property, plant and equipment. Measurement is based to a large extent on anticipated cash flows. If actual
cash flows vary from those used in calculating fair values, this may materially affect the Group’s future
results of operations. In particular, the estimation of discounted cash flows from intangible assets under
development, patented and nonpatented technologies, customer relationships and brands is based on
assumptions concerning, for example:
// The outcomes of R&D activities regarding the efficacy of a crop protection product, trait, seed or drug
development candidate, and results of clinical trials
// The probability of obtaining regulatory approvals in individual countries
// Long-term sales projections
// Possible selling price erosion due to offerings of unpatented products following patent expirations
// The behavior of competitors (launch of competing products, marketing initiatives, etc.)
Divestment accounting
Divestments of shares in subsidiaries that result in a loss of control are generally accounted for in profit or
loss. When shares in a subsidiary are gradually divested in several tranches, a reduction in the majority
shareholding without the loss of control is reflected outside profit or loss and results in an increase in the
equity attributable to noncontrolling interest. After the loss of control, the interest remaining at the time of
the loss of control is recognized at fair value.
Uncertainties arising from the COVID-19 pandemic
The pandemic and the associated uncertainties affect our business activities in a variety of ways that also
have implications for our financial reporting. Short- and mid-term effects of changing market conditions are
reflected particularly in our planning processes. The Pharmaceuticals Division was impacted by the
cancellation or postponement of visits to the doctor due to the global protective measures and contact
restrictions, as a result of which nonurgent treatments, in particular, were not carried out, especially in the
ophthalmology and women’s health areas. Whereas our Consumer Health Division showed strong growth,
especially in Nutritionals, due to the heightened focus on health and prevention in connection with the
pandemic, the effects of the pandemic increased the pressure on our Crop Science Division. In North
America, in particular, lower demand for biofuel led to a drop in prices for agricultural commodities. This
adversely affected our corn seed business, for example.
Based on these significant changes in macroeconomic metrics, we tested our entire business for
impairment in the first quarter of 2020. We performed further impairment tests on goodwill and other
intangible assets in the third quarter, mainly in light of persisting changes in market conditions, such as
currency developments, and the associated updates to planning calculations. In the fourth quarter, in
which our regular impairment testing is carried out, we again tested our assets for impairment. The results
are explained in Note [14].
We also tested further assets, particularly trade accounts receivable and inventories. In the case of trade
accounts receivable in particular, we reviewed the expected credit loss model with respect to the
estimation of future economic conditions over the course of the pandemic. Here we mainly focused on our
customers’ past and anticipated future payment behavior. Our accounts receivable are mainly comprised
of net unpaid invoices for product sales. Based on this review, we made no observations in relation to our
receivables portfolio that would indicate a significant increase in impairments. We will continue to monitor
our trade accounts receivable for potential deterioration resulting from the COVID-19 outbreak.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
177
Inventory sales and turnover were also examined. In 2020, we did not identify increases in slow moving,
obsolete or expired inventory that would indicate a significant deterioration in the net realizable value of
inventories.
We have not identified any further significant effects of the COVID-19 pandemic on our financial position or
results of operations.
The COVID-19 pandemic remains an evolving situation, which may lead to increased risks concerning
value creation and asset valuation, such as potential impairment of goodwill and intangible assets, trade
accounts receivable and inventories. The uncertainties in the global economy may adversely impact
suppliers, customers, and other business partners, which may interrupt our supply chain, limit the ability to
collect receivables and require other changes to operations. We will continue to closely monitor the effects
of the pandemic, including the impact on inventories, customer receivables and significant estimates
regarding goodwill and other intangible assets.
4. Segment reporting
At Bayer, the Board of Management – as the chief operating decision-maker – allocates resources to the
operating segments and assesses their performance. The reportable segments and regions are identified,
and the disclosures selected, in line with the internal financial reporting system (management approach)
and based on the Group accounting policies outlined in Note [3].
As of December 31, 2020, the Bayer Group comprised the three reportable segments Crop Science,
Pharmaceuticals and Consumer Health. Their activities are as follows:
B 4/1
Activities of the Segments
Segment
Activities
Crop Science
Development, production and marketing of a broad portfolio of products in seeds and plant traits, crop
protection, digital solutions and customer services to promote sustainable agriculture
Pharmaceuticals
Development, production and marketing of prescription products, especially for cardiology and women’s
health; specialty therapeutics in the areas of oncology, hematology, ophthalmology and – in the medium
term – cell and gene therapy; diagnostic imaging equipment and the necessary contrast agents
Consumer Health Development, production and marketing of mainly nonprescription (OTC = over-the-counter) products in
the dermatology, nutritional supplements, digestive health, allergy, cough and cold, and pain and
cardiovascular risk prevention categories
Information on other business activities and segments that are not reportable is provided in the
Reconciliation under “All Other Segments.” These include Bayer 04 Leverkusen Fussball GmbH and Bayer
Gastronomie GmbH.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
178
The information provided in the Reconciliation under “Enabling Functions and Consolidation” mainly relates
to Group-wide competence centers and business support services as well as “Leaps by Bayer,” which
focuses on the development of crucial, cross-species innovations. It also includes the increase or decrease
in expenses for Group-wide long-term stock-based compensation (Aspire) arising from fluctuations in the
performance of Bayer stock, and the consolidation of intersegment sales (2020: €222 million; 2019:
€242 million). Also recognized are gains and losses incurred upon the ongoing revaluation of assets and
liabilities and of equity under IAS 29 for Bayer S.A. in Argentina. Included here in addition are income
and expenses resulting from certain contingent liabilities unrelated to the current business along with those
pertaining to the comparable central functions of the acquired Monsanto Group. Chief among the latter
are the matters relating to lawsuits concerning polychlorinated biphenyls (PCBs) referred to in Note [30].
The segment data is calculated as follows:
// The intersegment sales reflect intra-Group transactions effected at transfer prices fixed on an arm’s-
length basis.
// The net cash provided by operating activities is the cash flow from operating activities as defined in
IAS 7 (Statement of Cash Flows).
The key data by segment is as follows:
Key Data by Segment
€ million
Net sales (external)
B 4/2
Crop Science
Pharmaceuticals
Consumer Health
2019
2020
2019
2020
2019
2020
19,832
18,840
17,962
17,243
5,462
5,054
Currency-and portfolio-adjusted change1
1.4 %
1.3%
5.6 % (1.5)%
2.6%
5.2%
Intersegment sales
Net sales (total)
EBIT1
EBITDA before special items1
EBITDA margin before special items1
ROCE1
Net cash provided by operating activities
Capital expenditures (newly capitalized)
Depreciation, amortization and impairments
of which impairment losses / impairment loss reversals
Clean depreciation and amortization
Research and development expenses
13
7
15
47
10
–
19,845
18,847
17,977
17,290
5,472
5,054
514 (18,629)
4,714
4,536
4,686
5,861
3,467
6,016
794
992
1,142
1,114
23.8% 24.1%
32.6% 34.9%
20.9%
22.0%
0.7% (28.6)%
23.8% 15.9%
5.7%
7.7%
4,150
1,414
99
4,427
1,317
974
3,304
12,029
1,151
566
2,782
2,264
9,335
2,745
4,138
127
1,038
2,780
4,064
1,386
844
(110)
984
2,743
876
222
563
233
332
218
987
170
68
(252)
321
195
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
179
Key Data by Segment
€ million
Net sales (external)
Currency-and portfolio-adjusted change1
Intersegment sales
Net sales (total)
EBIT1
EBITDA before special items1
EBITDA margin before special items1
ROCE1
Net cash provided by operating activities
Capital expenditures (newly capitalized)
Depreciation, amortization and impairments
of which impairment losses / impairment loss reversals
Clean depreciation and amortization
Research and development expenses
B 4/2 (continued)
Reconciliation
Enabling Functions
and Consolidation
2019
2020
2019
Group
2020
46
–
(242)
(196)
59
–
(222)
(163)
43,545
41,400
3.4%
0.6%
–
–
43,545
41,400
(1,905)
(2,109)
4,162
(16,169)
(386)
(383)
11,474
11,461
–
–
–
–
121
(1,715)
(702)
66
68
(1)
67
5
209
278
–
276
38
199
250
4
249
45
26.3%
27.7%
3.7%
(16.5)%
7,983
2,920
4,569
3,138
5,367
13,259
928
4,499
5,301
8,976
4,366
7,126
All Other Segments
2019
243
2020
204
2.7% (8.3)%
168
372
110
178
–
–
204
447
73
143
–
–
245
101
71
2
71
1
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
Leases between fully consolidated companies continue to be recognized as operating leases under
IAS 17 within the segment data in the consolidated financial statements of the Bayer Group even after
the first-time application of IFRS 16 as of January 1, 2019. This does not have any relevant impact on
the respective key data used in the steering of the company and internal reporting to the Board of
Management as the chief operating decision maker.
Reconciliations
The reconciliation of EBITDA before special items, EBIT before special items and EBIT to Group income
before income taxes is given in the following table:
Reconciliation of Segments’ EBITDA Before Special Items to Group Income Before Income Taxes
B 4/3
€ million
EBITDA before special items of segments
EBITDA before special items of Enabling Functions and Consolidation
EBITDA before special items1
2019
2020
11,860
11,844
(386)
(383)
11,474
11,461
Depreciation, amortization and impairment losses / loss reversals before special items of segments
(4,223)
(4,117)
Depreciation, amortization and impairment losses / loss reversals before special items of Enabling
Functions and Consolidation
Depreciation, amortization and impairment losses / loss reversals before special items
EBIT before special items of segments
EBIT before special items of Enabling Functions and Consolidation
EBIT before special items1
Special items of segments
Special items of Enabling Functions and Consolidation
Special items1
EBIT of segments²
EBIT of Enabling Functions and Consolidation
EBIT1
Financial result
Income before income taxes
(276)
(249)
(4,499)
(4,366)
7,637
(662)
6,975
7,727
(632)
7,095
(1,570)
(21,787)
(1,243)
(1,477)
(2,813)
(23,264)
6,067
(14,060)
(1,905)
(2,109)
4,162
(16,169)
(1,309)
(1,081)
2,853
(17,250)
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group.”
2 Prior to April 1, 2019, special items pertaining to the integration of Monsanto’s corporate functions were reported in the category “acquisition
and integration costs” at Crop Science. Since April 1, 2019, we have reported these special items in the category “restructuring” as part of the
Bayer 2022 platform program (Reconciliation).
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
180
Information on geographical areas
The following table provides a regional breakdown of external sales by market and of intangible assets,
property, plant and equipment:
Information on Geographical Areas
€ million
Europe / Middle East / Africa
of which Germany
of which Switzerland
North America
of which United States
Asia / Pacific
of which China
Latin America
of which Brazil
Total
2019 figures restated
B 4/4
Intangible assets
and property, plant
and equipment
2019
24,877
15,267
5,310
55,785
54,090
2,074
554
3,764
2,547
2020
24,426
15,339
5,119
44,804
43,381
1,913
588
2,676
1,653
Net sales (external)
– by market
2019
2020
13,185
12,881
2,364
505
15,087
13,556
8,610
3,726
6,663
3,539
2,361
496
14,352
12,885
8,267
3,483
5,900
2,994
43,545
41,400
86,500
73,819
Information on major customers
Revenues from transactions with a single customer in no case exceeded 10% of Bayer Group sales in
2020 or 2019.
5. Scope of consolidation; subsidiaries and affiliates
5.1 Changes in the scope of consolidation
Changes in the scope of consolidation in 2020 were as follows:
Change in the Number of Consolidated Companies
Bayer AG and consolidated companies
December 31, 2019
Changes in scope of consolidation
Additions
Retirements
December 31, 2020
Germany
Other
countries
49
(3)
–
–
46
343
(16)
13
(1)
339
B 5.1/1
Total
392
(19)
13
(1)
385
In conjunction with the acquisition of the consumer care business of Merck & Co., Inc., United States,
Bayer entered into a strategic collaboration with that company in 2014. This collaboration is included in the
consolidated financial statements as a joint operation. Bayer and Merck & Co., Inc., have mutually agreed
to collaborate on the development, production, life-cycle management and marketing of active ingredients
and products in the field of soluble guanylate cyclase (sGC) modulation.
21 (2019: 12) associates and six (2019: five) joint ventures were accounted for in the consolidated financial
statements using the equity method. Details of these companies are given in Note [16] .
Flagship Ventures V Agricultural Fund, L.P., United States, was included in the consolidated financial
statements and classified as an associate. Bayer has no control over this associate despite owning 99.9%
of the capital, but is able to significantly influence its financial and operating policy decisions.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
181
A total of 69 (2019: 62) subsidiaries, including one (2019: one) structured entity and 11 (2019: 12)
associates or joint ventures that in aggregate are immaterial to the Bayer Group’s financial position and
results of operations are neither consolidated nor accounted for using the equity method, but are
recognized at fair value. The immaterial subsidiaries accounted for less than 0.1% of Group sales, less
than 0.3% of equity and less than 0.1% of total assets.
Details of the companies included in the consolidated financial statements, the subsidiary and affiliated
companies of the Bayer Group pursuant to Section 313, Paragraph 2 of the German Commercial Code,
and a list of domestic subsidiaries that availed themselves in 2020 of certain exemptions granted under
Section 264, Paragraph 3, and Section 264b of the German Commercial Code, are included in the audited
consolidated financial statements that have been submitted for publication in the electronic version of the
Federal Gazette. This information can also be accessed at www.bayer.com/shareownership2020.
5.2 Business combinations and other acquisitions
Acquisitions in 2020
On September 9, 2020, Bayer completed the acquisition of 100% of the shares in biotech company
KaNDy Therapeutics Ltd., Stevenage, United Kingdom, further expanding its development portfolio in
women’s health. Bayer paid an upfront consideration of €376 million, and will make potential milestone
payments of up to around €366 million until launch followed by potential additional sales-based milestone
payments in the triple-digit millions. The acquisition does not fall within the scope of IFRS 3 and is
presented as a capital expenditure for assets relating to R&D projects. The upfront payment was therefore
allocated entirely to the acquired IP R&D. KaNDy Therapeutics is developing NT-814, a first-in-class, non-
hormonal, once-daily, oral neurokinin-1,3 receptor antagonist for the treatment of frequent symptoms of
the menopause, hot flashes and night sweats (vasomotor symptoms). KaNDY Therapeutics has been
allocated to the Pharmaceuticals segment.
On December 1, 2020, Bayer acquired 100% of the shares in Asklepios BioPharmaceutical, Inc. (AskBio),
Durham, North Carolina, United States. This company has been fully consolidated since that date. AskBio
specializes in the research, development and manufacturing of gene therapies across different therapeutic
areas. Its development portfolio includes investigational preclinical and clinical stage development
candidates for the treatment of neuromuscular, central nervous system, cardiovascular and metabolic
diseases. The acquisition gives Bayer full rights to AskBio’s gene therapy platform, including a broad
intellectual property portfolio and an established contract development and manufacturing organization
(CDMO).
Bayer paid an upfront consideration of around €1,633 million. Further amounts totaling up to around
€1,627 million are payable upon the achievement of pre-defined milestones. A liability of €938 million,
weighted according to the probability that the respective payments will have to be made, was recognized
for this purpose. The purchase price primarily pertains to intangible assets such as technologies for
preclinical and clinical-stage development candidates as well as technologies and customer relationships
in connection with AskBio’s CDMO.
The goodwill mainly reflects the anticipated innovation potential and amounts to €1,678 million based on
the current purchase price allocation. The goodwill recognized is not tax-deductible. AskBio was allocated
to the Pharmaceuticals segment. The purchase price allocation for AskBio has not yet been completed as
the process of compiling and reviewing the underlying financial information is ongoing. It is therefore
possible that changes will be made in the allocation of the purchase price to the individual assets and
liabilities.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
182
The following table provides an overview of the acquired assets and assumed liabilities:
Acquired Assets and Assumed Liabilities AskBio
€ million
Goodwill
Patents and technologies
R&D projects
Other rights
Property, plant and equipment
Other financial assets
Inventories
Trade accounts receivable
Other current assets
Cash and cash equivalents
Deferred tax assets
Provisions for pensions and other post-employment benefits
Provisions for collaborations
Financial liabilities
Lease liabilities
Trade accounts payable
Other liabilities
Deferred tax liabilities
Net assets
B 5.2/1
Dec. 31, 2020
1,678
1,122
239
1
50
75
9
40
10
25
8
(18)
(114)
(12)
(16)
(123)
(3)
(340)
2,631
The acquired businesses have not generated any material sales or after-tax income since the date of first-
time consolidation. Had the transaction already been concluded on January 1, 2020, they would have
contributed sales of approximately €20 million and earnings of around minus €91 million to the
Pharmaceuticals segment.
On November 16, 2020, Bayer increased its interest in Noho Health, Inc. (NoHo), New York, United States,
from 11.9% to 70%. The company was fully consolidated as of that date. Bayer is acquiring the shares in
five stages for a total purchase price of around €110 million. Further amounts include two milestone
payments totaling around €8 million that are expected to be made in 2021. One of these is a sales-based
milestone payment, while the other is conditional on the attainment of a predefined target. The remaining
shares in circulation, amounting to a 30% stake, are likely to be purchased in early 2022 through the
exercise of an agreed put and call option. The purchase price, which is based on the ratio of actual to
planned sales, is estimated at around €115 million. The corresponding amount is presented as a liability.
The provisional purchase price of around €233 million in total primarily pertains to the Care/of brand. An
approximately €26 million revaluation of the already held shares resulted in a gain of €5 million.
NoHo offers consumers a personalized regimen of nutritional supplements under the Care/of brand. The
acquisition strengthens Bayer’s presence and digital capabilities in this fast-growing business within its
Consumer Health segment.
Based on the current purchase price allocation, the acquired goodwill amounts to €187 million and reflects
in particular the business’ high growth potential and synergies between Bayer products and Care/of’s
distrubution channels.
The acquired business has not generated any material sales or after-tax income since the date of first-time
consolidation. Had the transaction already been concluded on January 1, 2020, they would have
contributed sales of approximately around €29 million and earnings of around minus €21 million to the
Consumer Health segment.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
183
Acquisitions in 2019
On September 20, 2019, Bayer raised its stake in the joint venture BlueRock Therapeutics L.P.,
Cambridge, Massachusetts, United States, from 40.8% to 100%. Bayer made an upfront payment of
€201 million for the remaining stake. Further amounts totaling up to €325 million are payable upon the
achievement of pre-defined research-based milestones. A liability of €185 million was recognized for this
purpose. This company, previously accounted for using the equity method, was therefore fully
consolidated. Remeasurement of the shares previously accounted for using the equity method resulted in
an amount of €296 million. The gain of €245 million resulting from the derecognition of the shares
previously accounted for using the equity method was recognized in the financial result. The consideration
transferred pertained to goodwill of €501 million, internally developed IP R&D of €114 million and other net
assets of €67 million. The goodwill primarily pertains to the expected innovation potential. BlueRock
Therapeutics is allocated to the Pharmaceuticals segment and focuses on the development of cell
therapies across neurology, cardiology and immunology indications using its proprietary CELL+GENE™
platform for induced pluripotent stem cells (iPSC). Sales of €0 million and after-tax income of minus
€14 million were recorded for the acquired business since the date of first-time consolidation. Had the
above-mentioned acquisition already been made as of January 1, 2019, this would have had no effect on
sales, after-tax income or earnings per share of the Bayer Group owing to the way the joint venture
agreement governing profit realization had been structured.
On June 21, 2019, Bayer acquired 28% of the shares of Century Therapeutics LLC, Philadelphia,
Pennsylvania, United States. The purchase price was €129 million, comprising an initial payment of
€67 million and an assumed liability of €62 million. A further payment of €62 million will be made upon the
achievement of certain milestones, bringing Bayer’s interest in Century Therapeutics LLC to 36%. In view
of Bayer’s significant influence, the investment is accounted for in the consolidated financial statements as
an associate using the equity method. Century Therapeutics LLC, founded in 2018 by U.S. companies
Versant Ventures, San Francisco, and Fujifilm Cellular Dynamics, Inc., Madison, develops allogeneic
immune cell therapies for cancer. The foundational technology is built on induced pluripotent stem cells
that have unlimited self-renewing capacity.
On June 7, 2018, Bayer acquired 100% of the outstanding shares of Monsanto Company, St. Louis,
Missouri, United States. The purchase price allocation for Monsanto was completed in the second quarter
of 2019. The effects of adjustments to the purchase price allocation in 2018 and through the second
quarter of 2019 on the Group’s assets and liabilities were as follows:
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
184
Acquired Assets and Assumed Liabilities (Fair Values at the Respective Acquisition Dates) and Adjustments
(Monsanto)
B 5.2/2
€ million
Goodwill
Patents and technologies
Trademarks
Marketing and distribution rights
R&D projects
Production rights
Other rights
Property, plant and equipment
Investments accounted for using the equity method
Other financial assets
Inventories
Receivables
Other current assets
Cash and cash equivalents
Deferred tax assets
Provisions for pensions and other post-employment
benefits
Other provisions
Refund liabilities
Financial liabilities
Other liabilities
Deferred tax liabilities
Net assets
Prior to adjustment
of the purchase
price allocation
22,998
17,350
4,195
821
4,300
–
394
6,293
52
250
4,882
7,201
27
2,657
1,548
(367)
(1,297)
(3,321)
(8,656)
(3,102)
(8,019)
48,206
Adjustment
of the purchase
price allocation
1,746
(212)
(254)
24
302
11
(34)
(639)
–
(52)
(153)
54
(1)
–
302
(22)
(632)
8
1
(566)
117
–
After adjustment
of the purchase
price allocation
24,744
17,138
3,941
845
4,602
11
360
5,654
52
198
4,729
7,255
26
2,657
1,850
(389)
(1,929)
(3,313)
(8,655)
(3,668)
(7,902)
48,206
Adjustments to the purchase price allocation for Monsanto after December 31, 2018, had no effect on
income after income taxes.
5.3 Discontinued operations, assets and liabilities held for sale,
and divestments
Discontinued operations
On August 20, 2019, Bayer and Elanco Animal Health Inc. (Elanco), Greenfield, Indiana, United States,
signed an agreement for Elanco to acquire the Animal Health business for a purchase price of
€6,845 million – comprising €4,792 million in cash, subject to customary purchase price adjustments, and
€2,053 million in Elanco stock based on the unaffected 30-day volume-weighted average price of
US$33.60 as of August 6, 2019. The number of shares constituting the equity component was fixed within
a 7.5% collar. The number of shares Bayer was to receive would therefore increase (decrease) for share
price decreases (increases) within this corridor of US$31.26 to US$36.32. The business was transferred to
Elanco on August 1, 2020. The price of Elanco shares on August 1, 2020, was US$23.63. Based on the
exchange rate as of August 1, 2020, the provisional sale price was €5,857 million, comprising a cash
component of €4,401 million and an equity component of €1,456 million. The provisional divestment gain
amounts to €5,171 million following adjustments in the fourth quarter of 2020.
On November 29, 2019, Bayer completed the sale of its shares in the chemical park operator Currenta.
Bayer had signed an agreement on August 6, 2019, to sell the stake in Currenta to InfraChem Holdings
S.à r.l., Luxembourg, Luxembourg, a company managed by Macquarie Infrastructure and Real Assets.
Currenta manages and operates infrastructure, energy supply and other essential services across the
chemical parks in Leverkusen, Dormagen and Krefeld-Uerdingen. In 2020, Bayer received a purchase price
adjustment of €20 million. The final sale price for Bayer’s interest in Currenta is €1,124 million. In addition,
Bayer sold a real estate and infrastructure portfolio to Currenta for €180 million. Other divested net assets
mainly included pension provisions of €1,584 million. The final divestment gain amounts to €1,657 million.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
185
Animal Health and Currenta are presented as discontinued operations in the income statements from the
third quarter of 2019 onward and for all prior periods.
The income statements for the discontinued operations are given below:
Income Statements for Discontinued Operations
€ million
Net sales
Cost of goods sold
Gross profit
Selling expenses
Research and development expenses
General administration expenses
Other operating income / expenses
EBIT1
Financial result
Income before income taxes
Income taxes
Income after income taxes
of which attributable to noncontrolling
interest
of which attributable to Bayer AG
stockholders (net income)
Currenta
2020
–
–
–
–
–
–
20
20
–
20
(3)
17
–
17
2019
1,171
(954)
217
(9)
1
(59)
1,624
1,774
(44)
1,730
(226)
1,504
–
1,504
2019 figures restated
1 For definition see A 2.3 “Alternative Performance Measures Used by the Bayer Group”
Details on the tax effects for 2020 are given in Note [11].
The cash flows for the discontinued operations are as follows:
Animal Health
2019
1,571
(498)
1,073
(514)
(143)
(124)
(4)
288
(4)
284
(88)
196
2020
1,150
(332)
818
(345)
(78)
(65)
5,178
5,508
(7)
5,501
(444)
5,057
2019
2,742
(1,452)
1,290
(523)
(142)
(183)
1,620
2,062
(48)
2,014
(314)
1,700
B 5.3/1
Total
2020
1,150
(332)
818
(345)
(78)
(65)
5,198
5,528
(7)
5,521
(447)
5,074
–
–
–
–
196
5,057
1,700
5,074
Cash Flows from Discontinued Operations
€ million
Net cash provided by
(used in) operating activities
Net cash provided by
(used in) investing activities
Net cash provided by
(used in) financing activities
Change in cash and cash equivalents
2019 figures restated
Currenta
2020
Animal Health
2019
2020
2019
–
–
–
–
187
334
224
(82)
(32)
(198)
(105)
–
(302)
–
(26)
–
2019
37
(116)
79
–
B 5.3/2
Total
2020
334
(32)
(302)
–
As no cash is assigned to the discontinued operations, the balance of the cash provided is deducted again
in financing activities.
Assets and liabilities held for sale
The assets and liabilities held for sale, which in 2019 mainly comprised those of the businesses to be
divested to Elanco, are shown in the table below. The 2020 figure pertained in particular to the sale of a
biologics facility located at the Pharmaceuticals Division’s Wuppertal site to a German subsidiary of WuXi
Biologics, Wu Xi City, China.
Bayer Annual Report 2020
Notes to the Consolidated Financial Statements of the Bayer Group
B Consolidated Financial Statements
186
Assets and Liabilities Held for Sale
€ million
Goodwill
Other intangible assets
Property, plant and equipment
Other assets
Deferred taxes
Inventories
Trade accounts receivable
Other receivables
Claims for income tax refunds
Cash and cash equivalents
Assets held for sale
Provisions for pensions and other post-employment benefits
Other provisions
Refund liabilities
Financial liabilities
Other liabilities
Deferred taxes
Income tax liabilities
Trade accounts payable
Liabilities directly related to assets held for sale and discontinued operations
B 5.3/3
Dec. 31, 2019 Dec. 31, 2020
99
145
421
–
130
314
6
17
4
1
1,137
454
39
53
2
18
19
29
48
662
–
–
113
–
–
–
–
–
–
–
113
–
–
–
–
–
–
–
–
–
Divestments in 2019
On December 13, 2019, Bayer and CRISPR Therapeutics AG, Zug, Switzerland, agreed to terminate their
collaboration in the joint venture Casebia, which was established in 2015. As part of the agreement, Bayer
transferred its interest in the joint venture to CRISPR and received co-marketing rights and a payment of
€14 million. A capital contribution of €59 million, previously recognized in liabilities, to which Bayer had
committed but was still outstanding, must no longer be made.
Bayer completed the sale of its Dr. Scholl’s™ business on November 1, 2019. Yellow Wood Partners LLC,
Boston, United States, had signed an agreement with Bayer on July 19, 2019, to acquire this business.
Under IFRS 5 the assets and liabilities pertaining to the business were recognized as held from sale from
the second quarter of 2019. Impairment losses of €429 million on the disposal groups, including
€208 million on goodwill, were recognized through profit or loss. The final purchase price amounts to
€516 million and corresponds to the carrying amount of the derecognized net assets.
On August 30, 2019, Bayer completed the sale of the Coppertone™ business to Beiersdorf AG, Hamburg,
Germany, the two companies having signed a purchase agreement in May 2019. Under IFRS 5 the assets
and liabilities pertaining to the business were recognized in the second quarter of 2019 as held for sale.
The final purchase price amounts to €498 million and corresponds to the carrying amount of the
derecognized net assets.
On July 27, 2018, Bayer signed the agreements to sell the prescription dermatology business of its
Consumer Health segment to LEO Pharma A/S, Ballerup, Denmark. The U.S. prescription dermatology
business was transferred to the acquirer on September 4, 2018. The final purchase price amounted to
€58 million and the final divestment gain to €35 million. The remaining global business outside the United
States was transferred to the acquirer on July 1, 2019. The divested portfolio comprises prescription
brands including Advantan™, Skinoren™ and Travocort™. The final purchase price amounted to
€617 million and the final divestment gain to €347 million.
Bayer Annual Report 2020
B Consolidated Financial Statements
187
Notes to the Income Statements
Notes to the Income Statements
6. Net sales
Total reported net sales declined in 2020 by €2,145 million, or 4.9%, to €41,400 million. Sales were
derived primarily from product deliveries (€37,744 million; 2019: €40,180 million) and licenses
(€3,020 million; 2019: €2,754 million). The license revenues amounted to €2,221 million (2019:
€2,009 million) for Crop Science, €789 million (2019: €734 million) for Pharmaceuticals and €3 million
(2019: €11 million) for Consumer Health. Breakdowns of net sales by segment and geographical area
are given in the overview in Note [4].
Sales of €1,722 million were recognized in 2020 (2019: €1,691 million) from performance obligations
already satisfied in previous years. These sales primarily resulted from right-to-use licenses granted against
sales-based royalties and from adjustments to refund liabilities for expected product returns and rebates
to be granted.
Contractually agreed sales volumes pertaining to performance obligations not yet satisfied as of
December 31, 2020, are expected to be reclassified to profit or loss as follows, taking into account
anticipated sales deductions:
Allocation of Transaction Price to Unfulfilled Performance Obligations
€ million
Transaction price outstanding as of Dec. 31
of which to be recognized within 1 year
of which to be recognized between 1 and 2 years
of which to be recognized between 2 and 3 years
of which to be recognized between 3 and 4 years
of which to be recognized between 4 and 5 years
of which to be recognized after more than 5 years
B 6/1
2020
873
180
129
113
106
106
239
2019
1,204
238
177
121
118
97
453
The description above only accounts for customer contracts with an original contractual term of more than
one year.
Contract liabilities mainly result from advance payments by customers for product deliveries and are
predominantly recognized as sales within one year. In connection with the acquisition of Monsanto, certain
Crop Science businesses were transferred to BASF. Portions of the purchase price were recognized as
contract liabilities since certain payment components were not yet earned. Further significant amounts of
contract liabilities comprised milestone payments already received for right-to-access licenses. The
contract liabilities under right-to-access licenses will be recognized as sales over a period of more than five
years.
Bayer Annual Report 2020
B Consolidated Financial Statements
188
Notes to the Income Statements
The change in contract liabilities was due to the following factors:
Roll-Forward of Contract Liabilities
€ million
Contract liability balance as of Jan. 1
Changes due to business combinations
Additions
B 6/2
2019
2020
4,221
4,052
–
5
7,122
7,281
Revenue recognized in the current year that was included in the contract liability balance as of Jan. 1
(3,266)
(3,151)
Revenue recognized in the current year that was not included in the contract liability balance as of Jan. 1
(3,970)
(3,503)
Other
Exchange differences
Contract liability balance as of Dec. 31
(115)
60
(38)
(334)
4,052
4,312
Amounts for rebates, which are reported separately as refund liabilities, amounted to 9.7% of total net
sales in 2020 (2019: 8.5%).
The refund liabilities for product returns amounted to 1.1% of total net sales in 2020 (2019: 1.3%).
7. Other operating income
Other operating income was comprised as follows:
Other Operating Income
€ million
Gains on retirements of noncurrent assets
Income from reversals of impairment losses on receivables
Income from reversals of unutilized provisions
Gains from derivatives
Sales revenues from products procured through barter transactions
Miscellaneous operating income
Total
2019 figures restated
B 7/1
2019
2020
563
148
11
79
342
493
185
110
18
345
338
544
1,636
1,540
Gains on retirements of noncurrent assets included a €34 million gain from the sale of several noncore
brands at Consumer Health.
Miscellaneous operating income included payments from insurers and other reimbursements related to
litigations, comprising €85 milion in the Crop Science segment and €37 million in the Pharmaceuticals
segment. In addition, a net gain of €27 million was incurred on the ongoing revaluation of nonmonetary
assets and liabilities and of equity due to the hyperinflation in Argentina. A gain from the sale of
noncapitalized transfer rights was also included here (All Other Segments).
Bayer Annual Report 2020
B Consolidated Financial Statements
189
Notes to the Income Statements
8. Other operating expenses
Other operating expenses were comprised as follows:
Other Operating Expenses
€ million
Losses on retirements of noncurrent assets
Impairment losses on receivables
Expenses related to significant legal risks
Losses from derivatives
Cost of goods sold for products procured through barter transactions
Impairment losses on goodwill
Miscellaneous operating expenses
Total
2019 figures restated
B 8/1
2020
(59)
(158)
2019
(124)
(209)
(546)
(13,330)
(262)
(334)
(208)
(327)
(291)
(357)
(2,238)
(480)
(2,010)
(16,913)
In 2020, we recorded impairment losses on goodwill of €2,238 million in the Crop Science segment.
Details are given in Note [14].
Miscellaneous operating expenses included €49 million in donations to charitable activities (all segments).
A further amount of €52 million pertained to restructuring measures in the Pharmaceuticals, Crop Science
and Consumer Health segments. The remaining amount comprised a number of individually immaterial
items at the subsidiaries.
For information on the legal risks and the provisions established for this purpose, see Notes [23] and [30].
9. Personnel expenses and employee numbers
Personnel expenses decreased by €2,019 million in 2020 to €9,769 million (2019: €11,788 million).
This was due to a decline in the number of employees, a decrease in restructuring expenses, and lower
allocations to provisions for variable compensation (due to the development of business in 2020).
Personnel Expenses
€ million
Salaries
Social expenses and expenses for pensions and other benefits
of which for defined contribution pension plans
of which for defined benefit and other pension plans
Total
B 9/1
2020
7,609
2,160
449
527
2019
9,849
1,939
456
512
11,788
9,769
The interest portion of the allocation to personnel-related provisions – mainly for pensions and other post-
employment benefits – is included in the financial result under other financial expenses (Note [10.3]).
Bayer Annual Report 2020
B Consolidated Financial Statements
190
Notes to the Income Statements
The average numbers of employees, classified by functional area, were as shown in the table below:
Employees
Production
Marketing and distribution
Research and development
General administration
Total
Apprentices
B 9/2
2019
2020
42,037
40,696
38,152
36,140
16,308
15,379
9,595
9,244
106,092
101,459
1,343
1,255
The number of employees on either permanent or temporary contracts is stated in full-time equivalents
(FTE), with part-time employees included on a prorated basis in line with their contractual working hours.
The figures do not include apprentices.
10. Financial result
The financial result for 2020 was minus €1,081 million (2019: minus €1,309 million), comprising an equity-
method loss of €96 million (2019: equity-method income of €160 million), financial expenses of
€1,870 million (2019: €1,944 million) and financial income of €885 million (2019: €475 million). Details of
the components of the financial result are provided in the following sections.
10.1 Income (loss) from investments in affiliated companies
The net income (loss) from investments in affiliated companies was comprised as follows:
Income (Loss) from Investments in Affiliated Companies
€ million
Net income (loss) from investments accounted for using the equity method
(equity-method income / loss)
Expenses
Losses from changes in fair values of investments in affiliated companies
Income
Gains from changes in fair values of investments in affiliated companies
Miscellaneous income from investments in affiliated companies
Total
B 10.1/1
2019
2020
160
(96)
(19)
18
31
190
–
486
16
406
Income from investments accounted for using the equity method included equity-method losses of
€47 million (2019: €3 million) pertaining to Century Therapeutics LLC, Philadelphia, United States, and of
€11 million (2019: €10 million) pertaining to Joyn Bio LLC, Boston, United States. In the prior year, income
from investments accounted for using the equity method comprised equity-method income of €200 million
pertaining to the BlueRock joint ventures. This equity-method income contained a gain of €246 million
resulting from the remeasurement upon first-time full consolidation of the interest that was accounted for
using the equity method until September 2019.
Gains from changes in the fair values of investments in affiliated companies included gains of €392 million
and €94 million pertaining to the interests in Elanco and Covestro, respectively. The net change in the fair
value of the interest in Covestro in 2019 was minus €1 million.
The miscellaneous income from investments in affiliated companies consisted of the €14 million (2019:
€31 million) dividend received on the Covestro shares.
Further details of the companies accounted for using the equity method are given in Note [16].
Bayer Annual Report 2020
B Consolidated Financial Statements
191
Notes to the Income Statements
10.2 Net interest expense
The net interest expense was comprised as follows:
Net Interest Expense
€ million
Interest and similar expenses
of which interest expense relating to nonfinancial liabilities
Interest and similar income
of which interest income relating to nonfinancial assets
Total
10.3 Other financial income and expenses
Other financial income and expenses were comprised as follows:
Other Financial Income and Expenses
€ million
Expenses
Interest portion of interest-bearing provisions
Exchange gain (loss)
Miscellaneous financial expenses
Income
Exchange gain (loss)
Miscellaneous financial income
Total
B 10.2/1
2019
2020
(1,575)
(1,494)
(18)
294
56
(161)
202
74
(1,281)
(1,292)
B 10.3/1
2019
2020
(273)
–
(77)
58
74
(218)
(102)
(216)
(58)
–
181
(195)
The interest portion of noncurrent provisions comprised €96 million (2019: €159 million) in interest expense
for pension and other post-employment benefit provisions and minus €6 million (2019: minus €114 million)
in effects of interest expense and interest-rate fluctuations for other provisions and corresponding
overfunding. The interest expense for pension and other post-employment benefit provisions included
€419 million (2019: €595 million) for the unwinding of discount on the present value of the defined benefit
obligation and €323 million (2019: €436 million) in interest income from plan assets.
The miscellaneous financial expenses included €18 million in interest-related changes in the fair value of
liabilities for contingent consideration and €15 million in negative changes in the fair value of financial
investments in debt instruments.
The miscellaneous financial income included gains of €85 million from write-ups (€66 million) of and
unwinding of discount on tax receivables in connection with stamp duty in Greece and of €54 million
arising from positive changes in the fair value of financial investments in debt instruments.
Bayer Annual Report 2020
11. Taxes
The breakdown of tax expenses by origin was as follows:
Tax Expense by Origin
€ million
Taxes paid or accrued
Current income taxes
Germany
Other countries
Other taxes
Germany
Other countries
Deferred taxes
from temporary differences
from tax loss and interest carryforwards and tax credits
Total
2019 figures restated
B Consolidated Financial Statements
192
Notes to the Income Statements
B 11/1
2020
Of which
income
taxes
(718)
(569)
2019
Of which
income
taxes
(1,080)
(1,080)
(704)
(704)
(47)
(181)
(718)
(569)
(43)
(190)
(2,012)
(1,784)
(1,520)
(1,287)
1,352
(11)
1,341
(671)
1,352
(11)
1,341
(443)
3,000
(24)
2,976
1,456
3,000
(24)
2,976
1,689
Other taxes mainly included land, vehicle and other indirect taxes and are included in the respective
operating expense items.
The deferred tax assets and liabilities were allocable to the following items in the statements of financial
position:
Deferred Tax Assets and Liabilities
€ million
Intangible assets
Property, plant and equipment
Financial assets
Inventories
Receivables
Other assets
Provisions for pensions and other post-employment benefits
Other provisions
Liabilities
Tax loss and interest carryforwards
Tax credits
Set-off
Total
2019 figures restated
B 11/2
Dec. 31, 2019
Dec. 31, 2020
Deferred
tax
assets
Deferred
tax
liabilities
Deferred
tax
assets
Deferred
tax
liabilities
1,155
6,671
1,406
4,732
241
68
1,572
121
104
2,676
1,633
932
570
423
9,495
(5,069)
4,426
533
88
362
410
60
367
64
269
–
–
43
37
1,808
204
51
2,753
2,062
1,221
496
409
727
150
559
329
8
374
8
248
–
–
8,824
(5,069)
3,755
10,490
(5,804)
4,686
7,135
(5,804)
1,331
Bayer Annual Report 2020
B Consolidated Financial Statements
193
Notes to the Income Statements
The €1,939 million change in deferred tax liabilities for intangible assets was mainly attributable to the
recognition of impairment charges in our Crop Science business in the United States. The deferred tax
liabilities for intangible assets from the acquisition of the Monsanto Group had to be reduced accordingly.
The use of tax loss carryforwards reduced current income taxes in 2020 by €136 million (2019:
€162 million). The use of tax credits reduced current income taxes by €34 million (2019: €278 million).
Of the total tax loss and interest carryforwards of €15,563 million, including interest carryforwards of
€345 million (2019: €10,446 million, including interest carryforwards of €189 million), an amount of
€4,761 million, including interest carryforwards of €56 million (2019: €3,772 million, including interest
carryforwards of €0 million) is expected to be usable within a reasonable period. The increase in total tax
loss and interest carryforwards mainly resulted from the expenses in connection with the settlement
payments in the United States. Deferred tax assets of €496 million (2019: €570 million) were recognized
for the amount of tax loss and interest carryforwards expected to be usable.
The use of €10,802 million of tax loss and interest carryforwards, including interest carryforwards of
€289 million (2019: €6,674 million, including interest carryforwards of €189 million) was subject to legal or
economic restrictions. Consequently, no deferred tax assets were recognized for this amount. If these tax
loss and interest carryforwards had been fully usable, deferred tax assets of €658 million (2019:
€412 million) would additionally have been recognized.
Tax credits of €409 million were recognized in 2020 (2019: €423 million) as deferred tax assets. The use of
€524 million (2019: €65 million) of tax credits was subject to legal or economic restrictions. Consequently,
no deferred tax assets were recognized for this amount.
Expiration of Unusable Tax Credits and of Tax Loss and Interest Carryforwards
B 11/3
€ million
Within one year
Within two years to five years
Thereafter
Total
Tax credits
Tax loss and interest
carryforwards
Dec. 31,
2019
Dec. 31,
2020
Dec. 31,
2019
Dec. 31,
2020
1
7
57
65
1
13
510
524
105
604
5,965
6,674
67
297
10,438
10,802
The use of €4,561 million (2019: €0 million) of deductible temporary differences was subject to legal or
economic restrictions. Consequently, no deferred tax assets were recognized for this amount. If these
temporary differences had been fully usable, deferred tax assets of €1,124 million (2019: €0 million) would
have been recognized.
In 2020, subsidiaries that reported losses for 2020 or 2019 recognized net deferred tax assets totaling
€1,211 million (2019: €1,569 million) from temporary differences, tax credits and tax loss carryforwards.
These assets were considered to be unimpaired because the companies concerned were expected to
generate taxable income in the future or sufficiently taxable temporary differences.
Deferred tax liabilities of €54 million were recognized in 2020 (2019: €16 million) for planned dividend
payments by subsidiaries. Deferred tax liabilities were not recognized for differences on €17,477 million
(2019: €17,557 million) of retained earnings of subsidiaries because these earnings are to be reinvested for
an indefinite period.
Bayer Annual Report 2020
B Consolidated Financial Statements
194
Notes to the Income Statements
The reconciliation of expected to actual income tax income or expense (2020: expense of €2,553 million;
2019: income of €184 million) and of the expected to the effective tax rate for the Group was as follows:
Reconciliation of Expected to Actual Income Tax Income or Expense
Expected income tax (income) and expense1 and expected tax rate
627
22.0
(4,242)
2019
€ million
%
€ million
B 11/4
2020
%
24.6
Tax reduction from tax free income
(216)
(7.6)
(133)
0.8
Tax reductions from recognition of previously unrecognized deferred tax
assets on tax loss and interest carryforwards, and from utilization of
carryforwards without previously recognized deferred tax assets
(218)
(7.6)
(89)
0.5
Increase in taxes due to non-tax-deductible expenses
Expenses related to the operating business
Impairment losses on investments in affiliated companies
255
36
8.9
1.3
174
–
(1.0)
–
Tax expense for expected unrecoverable temporary differences, tax loss
and interest carryforwards
158
5.5
1,818
(10.5)
Tax (income) and expenses relating to other periods
Tax effects of changes in tax rates
Other tax effects
(131)
107
(175)
(4.6)
3.8
(6.1)
30
7
746
(0.2)
–
(4.4)
Actual income tax (income) and expense and effective tax rate
443
15.6
(1,689)
9.8
2019 figures restated
1 Expected income tax (income) and expense is calculated by applying an expected weighted average tax rate to the pre-tax income of the
Group. This average rate was determined on the basis of expected tax rates for the individual Group companies.
The €1,818 million tax expenses from unrecoverable temporary differences, tax loss and interest
carryforwards primarily pertain to the nonrecognition of deferred tax assets arising from temporary
differences in connection with the settlement agreements in the United States. Their utilization is subject to
legal and economic restrictions.
In 2019 the other tax effects primarily comprised an amount of minus €65 million due to a change in the
accounting method applied for the investment in BlueRock Therapeutics L.P. from equity method to full
consolidation, and an amount of minus €109 million pertaining to tax credits.
The reconciliation of expected to actual income tax income or expense only includes the reconciliation
items for continuing operations. The tax expense for discontinued operations in 2020 amounted to
€447 million (2019: €310 million). In 2020, we recorded tax expense of €122 million pertaining to the
ongoing activities of discontinued operations, and tax expense of €325 million relating to the divestment
of this business.
Bayer Annual Report 2020
B Consolidated Financial Statements
195
Notes to the Income Statements
12. Income / losses attributable to noncontrolling interest
Income attributable to noncontrolling interest amounted to €8 million (2019: €19 million). Losses
attributable to noncontrolling interest amounted to €0 million (2019: €0 million). The income primarily
related to BCS Limited, India.
13. Earnings per share
Earnings per share are determined according to IAS 33 (Earnings Per Share) by dividing the net income for
the period attributable to Bayer AG stockholders by the weighted average number of shares. As no dilutive
financial instruments were in circulation at the end of the reporting period, diluted earnings per share were
equivalent to basic earnings per share.
The number of shares in the previous year was affected by the conversion of mandatory convertible notes
on November 22, 2019. Further details of the mandatory convertible notes are provided in Note [24]. The
conversion of these notes resulted in the issuance of a total of 50 million new shares, which were included
on a prorated basis as of the date of conversion when calculating the number of shares. The final
conversion price was €80.15 per share.
Earnings per Share
Income after income taxes (attributable to Bayer AG stockholders)
of which income after income taxes from continuing operations
(attributable to Bayer AG stockholders)
of which income after income taxes from discontinued operations
(attributable to Bayer AG stockholders)
B 13/1
€ million
Earnings per share (€)
2019
4,091
2020
(10,495)
2019
4.17
2020
(10.68)
2,391
(15,569)
2.44
(15.85)
1,700
5,074
1.73
5.17
Weighted average number of shares (million)1
981.69
982.42
–
–
2019 figures restated
Bayer Annual Report 2020
B Consolidated Financial Statements
196
Notes to the Statements of Financial Position
Notes to the Statements
of Financial Position
14. Goodwill and other intangible assets
Changes in intangible assets in 2020 were as follows:
Changes in Intangible Assets
€ million
Cost of acquisition
or generation,
December 31, 2019
Acquisitions
Capital expenditures
Retirements
Transfers
Transfers (IFRS 5)
Divestments / changes in scope
of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2020
Accumulated amortization and
impairments,
December 31, 2019
Retirements
Amortization and
impairment losses
Amortization
Impairment losses
Impairment loss reversals
Transfers
Transfers (IFRS 5)
Divestments / changes in scope
of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2020
Carrying amounts,
December 31, 2020
Carrying amounts,
December 31, 2019
2019 figures restated
Patents
and
technol-
ogies
Marketing
and
distribution
rights
Trade-
marks
Acquired
goodwill
Production
rights
R&D
projects
Other
rights and
advance
payments
B 14/1
Total
40,881
30,690
13,514
3,677
1,806
5,572
2,333
98,473
1,923
1,163
–
–
–
5
(9)
(2)
87
(34)
203
1
(14)
2
43
–
(143)
–
5
–
–
1
80
(18)
(78)
3
–
–
(3,048)
(1,611)
(636)
39,750
30,486
12,783
(157)
3,508
–
–
(75)
–
–
(1)
–
(5)
1,725
245
500
(29)
(193)
(1)
(1)
–
9
521
(45)
68
(3)
11
2
3,384
1,188
(344)
–
10
(14)
2
(412)
5,681
(116)
2,780
(5,985)
96,713
1,586
(18)
1,748
(75)
81
(23)
1,467
24,452
(38)
(322)
1,569
12,589
–
(27)
2,238
–
2,238
–
–
–
–
6
5,962
1,627
4,335
(278)
33
1
(4)
2
5,412
(141)
1,748
416
1,332
(316)
–
2
–
–
527
201
326
(10)
(15)
2
–
–
(143)
3,670
(500)
17,778
(214)
6,491
(89)
1,983
36,080
12,708
6,292
1,525
39,312
18,101
8,102
2,091
11
11
–
–
–
–
–
–
(4)
1,680
45
58
1,405
–
1,405
(89)
(35)
–
–
–
(47)
1,292
315
310
5
–
17
–
12
2
(65)
1,710
12,206
2,565
9,641
(693)
–
5
8
10
(1,062)
34,604
4,389
1,070
62,109
5,491
866
74,021
Bayer Annual Report 2020
B Consolidated Financial Statements
197
Notes to the Statements of Financial Position
The amortization of intangible assets is allocated to the individual functional costs on the basis of the
economic substance of the underlying asset. The amortization of brands and of marketing and distribution
rights is generally reflected in selling expenses, and the amortization of production rights in the cost of
goods sold. The amortization of patents and technologies is mainly included in the cost of goods sold or in
research and development expenses. Acquired goodwill, research and development projects, and advance
payments made are not subject to amortization.
In the Crop Science segment, unscheduled impairment testing in the third quarter of 2020 resulted in the
recognition of €9,250 million in impairment charges on intangible assets, including €2,238 million on
goodwill. The impairment charges recognized on cash-generating units concerned Corn Seed & Traits
(€3,867 million, comprising €785 million on research and development projects, €2,448 million on patents
and technologies, €542 million on brands and €92 million on marketing and distribution rights), Soybean
Seed & Traits (€1,197 million, comprising €189 million on research and development projects, €869 million
on patents and technologies, €112 million on brands and €27 million on marketing and distribution rights),
glyphosate (€930 million, comprising €276 million on patents and technologies, €491 million on brands and
€163 million on marketing and distribution rights), dicamba (€129 million, comprising €23 million on
patents, €95 million on brands and €11 million on marketing and distribution rights), Vegetable Seeds
(€757 million, comprising €273 million on research and development projects, €393 million on patents and
technologies, €65 million on brands and €26 million on marketing and distribution rights), and the canola
business (€132 million, comprising €48 million on research and development projects, €82 million on
patents and technologies and €2 million on brands). The impairment charges on goodwill were recognized
in other operating expenses. The impairment charges on the assets of the cash-generating units were
allocated to the cost of goods sold, selling expenses, and research and development expenses.
The impairment charges arose against the backdrop of a challenging market environment, especially in
North and Latin America, which resulted in a deterioration in the outlook for the agricultural market. This
was driven by an anticipated decline in prices for key crops in the future, intense competition in soy, and
lower biofuel consumption. These factors are compounded by in some cases significant negative currency
effects and by a substantial increase in the weighted average cost of capital.
Our regular annual impairment testing as of December 31, 2020, resulted in adjustments being made to
the impairment charges recorded in the Crop Science segment in the third quarter. This included the
recognition of impairment loss reversals in the cash-generating unit Corn Seed & Traits (€440 million,
comprising €89 million on research and development projects, €278 million on patents and technologies,
€62 million on brands and €11 million on marketing and distribution rights), and of further impairment
charges in the cash-generating units Soybean Seed & Traits (€176 million, comprising €28 million on
research and development projects, €128 million on patents and technologies, €16 million on brands and
€4 million on marketing and distribution rights) and cotton seed (€162 million, comprising €9 million on
research and development projects, €136 million on patents and technologies, €15 million on brands and
€2 million on marketing and distribution rights). The adjustments were primarily attributable to changes in
carrying amounts due to exchange rate fluctuations and changes in the weighted average cost of capital at
the end of the fourth quarter. The impairment losses and loss reverals were included in the cost of goods
sold, selling costs, and research and development expenses. As was the case in the impairment testing
conducted in the third quarter of 2020, the respective figures were determined on the basis of fair value
less costs of disposal.
The table below indicates the capital cost factors used in the impairment testing on the cash-generating
units in the third and fourth quarters of 2020.
Impairment Testing Parameters
%
Corn Seeds & Traits
Soy Seeds & Traits
Glyphosate
Dicamba
Cotton
Canola
Vegetable Seeds
B 14/2
After-tax cost of capital
Q3 2020
Q4 2020
7.9
7.3
9.0
5.5
5.9
5.9
9.2
7.4
7.0
8.0
5.7
6.0
5.7
8.9
Bayer Annual Report 2020
B Consolidated Financial Statements
198
Notes to the Statements of Financial Position
In the Consumer Health segment, the annual impairment tests gave rise to a total of €253 million in
impairment loss reversals that pertained to the Claritin™ allergy brand (€199 million) and the AfrinTM cold
brand (€54 million) and were mainly due to improved business prospects.
Changes in intangible assets in 2019 were as follows:
Changes in Intangible Assets (Previous Year)
Patents
and
technol-
ogies
Marketing
and
distribution
rights
Trade-
marks
Acquired
goodwill
Production
rights
R&D
projects
Other
rights and
advance
payments
B 14/3
Total
€ million
Cost of acquisition
or generation,
December 31, 2018
Acquisitions
Capital expenditures
Retirements
Transfers
Transfers (IFRS 5)
Divestments/changes in scope
of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2019
Accumulated amortization
and impairments,
December 31, 2018
Retirements
Amortization and
impairment losses
Amortization
Impairment losses
Impairment loss reversals
Transfers
Transfers (IFRS 5)
Divestments/changes in scope
of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2019
Carrying amounts,
December 31, 2019
Carrying amounts,
December 31, 2018
2019 figures restated
40,175
30,253
14,642
3,427
1,857
5,286
2,075
97,715
586
–
–
–
(503)
–
8
615
–
90
(9)
6
(15)
(2)
3
364
69
–
(53)
–
(1,328)
(3)
–
187
–
245
(22)
43
(56)
–
1
39
–
–
–
(5)
(48)
–
–
2
114
144
(15)
(38)
(10)
2
–
89
–
432
(117)
(6)
(78)
(1)
3
25
40,881
30,690
13,514
3,677
1,806
5,572
2,333
769
911
(216)
–
(2,038)
(4)
15
1,321
98,473
1,547
10,738
5,538
1,418
1,782
–
(7)
(44)
208
–
208
–
–
(208)
–
3
19
1,850
1,829
21
–
–
(21)
(2)
3
28
677
456
221
(214)
–
(595)
(1)
1
50
(22)
199
199
–
–
–
(24)
–
–
15
–
18
18
–
–
(5)
(47)
–
–
–
79
(6)
1,289
22,391
(81)
(160)
7
–
7
–
–
–
–
–
1
272
268
4
–
5
(34)
(1)
3
14
3,231
2,770
461
(214)
–
(929)
(4)
10
127
1,569
12,589
5,412
1,586
1,748
81
1,467
24,452
39,312
18,101
8,102
2,091
38,628
19,515
9,104
2,009
58
75
5,491
866
74,021
5,207
786
75,324
Bayer Annual Report 2020
B Consolidated Financial Statements
199
Notes to the Statements of Financial Position
The growth rates and capital cost factors used in the regular impairment testing of goodwill in 2019 and
the fourth quarter of 2020 are shown in the following table:
Impairment Testing Parameters
%
Crop Science
Pharmaceuticals
Consumer Health
B 14/4
Growth rate
After-tax cost
of capital
2019
2020
2019
2020
2.0
0.0
1.0
2.0
0.0
1.0
6.7
5.9
6.4
7.8
5.3
6.3
A growth rate of 2% and an after-tax cost of capital of 8.5% was applied in the unscheduled testing of
goodwill for impairment in the Crop Science segment in the third quarter of 2020.
Testing goodwill for impairment involves calculating the fair value less costs to sell. In 2019, no impairment
losses were recognized on goodwill.
A sensitivity analysis undertaken for the impairment testing of goodwill in the Pharmaceuticals and
Consumer Health segments at year-end was based on a 10% reduction in future cash flows, a 10%
increase in the weighted average cost of capital or a one-percentage-point reduction in the long-term
growth rate. As in the prior year, the sensitivity analysis showed that no impairment loss would need to be
recognized for the Pharmaceuticals and Consumer Health segments in the event of a 10% reduction in
future cash flows, a 10% increase in the weighted average cost of capital, or a one percentage point
reduction in the long-term growth rate. Crop Science operates in a volatile market environment that shows
a robust long-term growth trend driven by an increasing world population, declining acreages per capita
and Crop Science’s own innovation strength. For the goodwill impairment test a mid-term market recovery
is expected, leading to a steady state on which the terminal value calculation is based. The assumptions
used for the forecast period were average sales growth of 2.5% and an increase in the EBITDA margin
before special items (for definition see A 2.3 “Alternative Performance Measures Used by the Bayer
Group”) to close to 30%. If the cash flow decreased by 12.9%, the weighted average cost of capital
increased by 0.9 percentage points or the long-term growth rate decreased by one percentage point, the
recoverable amount of the Crop Science reporting segment would correspond to the carrying amount.
The levels at which impairment testing is performed are explained in Note [3]. Goodwill and unamortized
intangible assets that are of material significance for the Bayer Group are allocated to the following
segments:
Intangible Assets with an Indefinite Useful Life
Reporting segment
Crop Science
Pharmaceuticals
Consumer Health
2019 figures restated
B 14/5
Material intangible
assets with indefinite
useful life (€ million)
2019
4,834
731
34
2020
3,079
1,297
13
Goodwill (€ million)
2019
2020
27,595
22,911
7,797
3,919
9,237
3,932
0
0
0
Research and development projects not yet available for use were included in unamortized intangible
assets at a total amount of €4,389 million as of the end of 2020 (2019: €5,491 million). In the case of
research and development projects, the point in time from which a capitalized asset can be expected to
generate an economic benefit for the company cannot be determined. Such assets are therefore classified
as having an indefinite useful life.
Bayer Annual Report 2020
B Consolidated Financial Statements
200
Notes to the Statements of Financial Position
Another unamortized intangible asset is the Bayer Cross, which was reacquired for the North America
region in 1994, having been awarded to the United States and Canada under the reparations agreements
at the end of the First World War. The period for which the Bayer Group will derive an economic benefit
from this name cannot be determined as Bayer intends to make continuous use of it. The Bayer Cross is
capitalized at €108 million (2019: €108 million).
15. Property, plant and equipment
Changes in property, plant and equipment in 2020 were as follows:
Changes in Property, Plant and Equipment
€ million
Cost of acquisition or construction,
December 31, 2019
Acquisitions
Capital expenditures
Retirements
Transfers
Transfers (IFRS 5)
Divestments / changes in the scope of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2020
Accumulated depreciation and impairments,
December 31, 2019
Retirements
Depreciation and impairment losses
Depreciation
Impairment losses
Impairment loss reversals
Transfers
Transfers (IFRS 5)
Divestments / changes in the scope of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2020
Carrying amounts, December 31, 2020
Carrying amounts, December 31, 2019
Plant
installations
and
machinery
Furniture,
fixtures and
other
equipment
Construction
in progress
and advance
payments
Land and
buildings
B 15/1
Total
9,367
10,228
2,087
2,698
24,380
30
353
(315)
255
(49)
(12)
23
(581)
9,071
1
235
(296)
611
(363)
(13)
27
(589)
9,841
17
208
(266)
272
(16)
(8)
6
(153)
2,147
3,768
6,020
1,384
(247)
533
520
13
(73)
128
(4)
(3)
–
(169)
3,933
5,138
5,599
(276)
800
790
10
(70)
113
(273)
(3)
21
(286)
6,046
3,795
4,208
(234)
348
313
35
(5)
9
(12)
(7)
6
(89)
1,400
747
703
6
1,192
(34)
(1,138)
15
–
2
(167)
2,574
729
14
116
–
116
(14)
(250)
–
–
–
(51)
544
2,030
1,969
54
1,988
(911)
–
(413)
(33)
58
(1,490)
23,633
11,901
(743)
1,797
1,623
174
(162)
–
(289)
(13)
27
(595)
11,923
11,710
12,479
Impairment losses on property, plant and equipment amounted to €174 million (2019: €692 million) and
mainly included impairment losses of €161 million (2019: €522 million) in the Crop Science segment. These
primarily pertained to the halting of construction work on the dicamba production facility (Herbicides unit).
The main reasons for this were a higher volume of capital expenditures, an anticipated unfavorable
development of sales volumes in view of additional capacities in the market, and reduced or delayed sales
potential, especially in Argentina.
In 2020, borrowing costs of €34 million (2019: €45 million) were capitalized as components of the cost of
acquisition or construction of qualifying assets, applying an average interest rate of 3.1% (2019: 3.0%).
Right-of-use assets totaling €1,100 million (2019: €1,273 million) held under leases were capitalized in
property, plant and equipment. Further information on leases is given in Note [28].
Bayer Annual Report 2020
B Consolidated Financial Statements
201
Notes to the Statements of Financial Position
Changes in property, plant and equipment in 2019 were as follows:
Changes in Property, Plant and Equipment (Previous Year)
€ million
Cost of acquisition or construction,
December 31, 2018
Additions from leases
Cost of acquisition or construction,
January 1, 2019
Acquisitions
Capital expenditures
Retirements
Transfers
Transfers (IFRS 5)
Divestments / changes in the scope of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2019
Accumulated depreciation and impairments,
December 31, 2018
Retirements
Depreciation and impairment losses
Depreciation
Impairment losses
Impairment loss reversals
Transfers
Transfers (IFRS 5)
Divestments / changes in the scope of consolidation
Inflation adjustment (IAS 29)
Exchange differences
December 31, 2019
Carrying amounts, December 31, 2019
Carrying amounts, December 31, 2018
Plant
installations
and
machinery
Furniture,
fixtures and
other
equipment
Construction
in progress
and advance
payments
Land and
buildings
9,195
726
11,332
13
2,036
273
2,895
–
B 15/2
Total
25,458
1,012
9,921
11,345
2,309
2,895
26,470
15
320
(145)
378
–
313
(231)
798
(1,212)
(2,084)
(5)
44
51
(1)
39
49
4
240
(164)
130
(450)
(4)
6
16
7
1,366
(74)
(1,306)
(216)
1
(4)
29
26
2,239
(614)
–
(3,962)
(9)
85
145
9,367
10,228
2,087
2,698
24,380
4,045
6,694
1,291
(98)
638
602
36
–
32
(198)
941
896
45
(1)
193
(144)
383
364
19
(2)
24
(866)
(1,630)
(177)
(12)
17
12
3,768
5,599
5,150
(10)
26
5
6,020
4,208
4,638
(4)
6
7
1,384
703
745
485
(64)
592
–
592
(8)
(249)
(18)
(5)
–
(4)
729
1,969
2,410
12,515
(504)
2,554
1,862
692
(11)
–
(2,691)
(31)
49
20
11,901
12,479
12,943
Investment property
The total carrying amount of investment property as of December 31, 2020, was €141 million (December
31, 2019: €96 million). The fair value of this property was €623 million (2019: €444 million). The rental
income from investment property was €14 million (2019: €16 million), and the operating expenses directly
allocable to this property amounted to €3 million (2019: €5 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
202
Notes to the Statements of Financial Position
16. Investments accounted for using the equity method
Twenty-one (2019: 12) associates and six (2019: five) joint ventures were accounted for in the
consolidated financial statements using the equity method. A list of these companies is available at
www.bayer.com/shareownership2020.
The following table contains a summary of the aggregated income statement data and aggregated carrying
amounts of the associates and joint ventures accounted for using the equity method:
Earnings Data and Carrying Amounts of Companies Accounted for Using the Equity Method
Associates
Joint ventures
B 16/1
€ million
Income after income taxes
Other comprehensive income after income taxes
Total comprehensive income after income taxes
Share of income after income taxes
Share of total comprehensive income after income taxes
Carrying amount as of December 31
17. Other financial assets
The other financial assets were comprised as follows:
Other Financial Assets
€ million
AC1
FVTPL1
of which debt instruments
of which equity instruments
FVTOCI1
of which equity instruments (no recycling)
Receivables from derivatives
Lease receivables
Total
1 Measurement categories in accordance with IFRS 9
AC: at amortized cost
FVTOCI: at fair value through other comprehensive income
FVTPL: at fair value through profit or loss
2019
(24)
32
8
(6)
21
356
Total
809
2,304
1,821
483
568
568
181
–
2020
(133)
(13)
(146)
(76)
(86)
345
2019
(136)
–
(136)
166
166
166
2020
(28)
–
(28)
(20)
(20)
146
B 17/1
Dec. 31, 2019
Dec. 31, 2020
Of which
current
643
1,291
808
483
285
285
107
–
Total
1,414
7,386
6,856
530
399
399
294
2
Of which
current
1,256
6,381
5,851
530
55
55
247
1
3,862
2,326
9,495
7,940
The AC category included €1,200 million (2019: €630 million) in bank deposits. No material impairment
losses were recognized for expected credit losses in 2020 or 2019.
The debt instruments in the FVTPL category included capital of €653 million (2019: €652 million) provided to
Bayer-Pensionskasse VVaG (Bayer-Pensionskasse) for its effective initial fund, and jouissance right capital
(Genussrechtskapital) of €156 million (2019: €154 million), also provided to Bayer-Pensionskasse. Also
reported in this category were investments of €5,663 million (2019: €634 million) in money market funds.
Bayer Annual Report 2020
B Consolidated Financial Statements
203
Notes to the Statements of Financial Position
The equity instruments in the FVTPL category comprised the €273 million (2019: €483 million) interest in
Covestro AG and the €257 million (2019: €0 million) interest in Elanco Animal Health Inc. 6.2 million shares
in Covestro AG were sold in 2020. At the end of 2020, Bayer held 5.4 million Covestro AG shares. Bayer
received 72.9 million Elanco shares in connection with the divestment of the Animal Health business unit,
and sold 62.7 million of them in 2020.
The equity instruments in the FVTOCI category comprised the following investments:
Equity Instruments Measured at Fair Value Through Other Comprehensive Income
Company name
Arvinas Inc., U.S.A.
Recursion Pharmaceuticals Inc., U.S.A.
Innovative Seed Solutions LLC, U.S.A.
AMR Action Fund L.P., U.S.A.
Flagship Ventures Fund V, L.P., U.S.A.
Matys Healthy Products LLC, U.S.A.
Medopad Ltd., U. K.
Hokusan Co. Ltd., Japan
CRISPR Therapeutics AG, Switzerland
Other investments
Total
B 17/2
Fair value as
of Dec. 31,
2019
Fair value as
of Dec. 31,
2020
49
–
55
–
28
19
13
13
285
106
568
55
42
38
38
30
18
13
12
–
153
399
In December 2019, Bayer and CRISPR Therapeutics AG, Switzerland, agreed to terminate their
collaboration in the joint venture Casebia Therapeutics, which had been established in 2015. In this
connection, the interest in CRISPR Therapeutics AG, Switzerland, was divested in 2020.
No material dividends were received in 2020 or 2019.
Further information on the accounting for receivables from derivatives is given in Note [27].
18. Inventories
Inventories were comprised as follows:
Inventories
€ million
Raw materials and supplies
Work in process, finished goods and goods purchased for resale
Rights of return
Advance payments
Total
2019 figures restated
B 18/1
Dec. 31,
2019
Dec. 31,
2020
2,531
8,003
111
5
2,652
8,210
92
7
10,650
10,961
Bayer Annual Report 2020
B Consolidated Financial Statements
204
Notes to the Statements of Financial Position
Impairment losses recognized on inventories were reflected in the cost of goods sold. They were
comprised as follows:
Impairments of Inventories
€ million
Accumulated impairment losses, January 1
Impairment losses in the reporting period
Impairment loss reversals or utilization
Exchange differences
Accumulated impairment losses, December 31
B 18/2
2020
(127)
(63)
87
19
(84)
2019
(131)
(102)
107
(1)
(127)
The cost of goods sold included acquisition and production costs of inventories amounting to
€12,581 million (2019: €13,486 million) that were recognized as expenses.
19. Trade accounts receivable
Trade accounts receivable less impairment losses amounted to €9,555 million (2019: €11,678 million) on
the closing date and pertained to the following regions and countries:
Trade Accounts Receivable
€ million
North America
of which U.S.A.
Europe / Middle East / Africa
of which Germany
Asia / Pacific
Latin America
of which Brazil
Trade accounts receivable (before impairments)
Accumulated impairment losses
Carrying amount, December 31
of which noncurrent
B 19/1
2020
2,854
2,669
2,979
714
1,878
2,465
1,295
2019
3,255
3,009
3,575
823
2,203
3,326
1,712
12,359
10,176
(681)
(621)
11,678
9,555
509
345
Trade accounts receivable mainly comprise amounts outstanding from diverse customer groups and
distribution channels (including dealers and retailers for all units of the company, pharmacies for
Pharmaceuticals and Consumer Health, and farmers for Crop Science). These receivables expose the
company to a credit risk, though not to significant credit risk concentrations because the risk is spread
among a large number of counterparties and customers. Receivables that were not individually impaired
were classified as recoverable on the basis of established credit management processes and individual
estimates of customer risks. The impairment losses recognized at the closing date contained appropriate
risk provisions.
Bayer Annual Report 2020
B Consolidated Financial Statements
205
Notes to the Statements of Financial Position
Noncurrent trade accounts receivable comprised receivables of €214 million (2019: €436 million) in
connection with rights to use technologies outlicensed to a customer that were acquired through the
acquisition of Monsanto.
The gross carrying amounts of trade accounts receivable were as follows:
Trade Accounts Receivable – Gross Carrying Amounts
€ million
Gross carrying amounts as of January 1, 2019
Changes resulting from trade accounts receivable recognized,
derecognized or written-off in the reporting period
Transfer to credit-impaired trade accounts receivable
Transfer from credit-impaired trade accounts receivable
Write-offs
Changes due to modifications that did not result in
derecognition
Other changes:
from acquisitions / divestments
from exchange differences
Gross carrying amounts as of December 31, 2019
Changes resulting from trade accounts receivable recognized,
derecognized or written-off in the reporting period
Transfer to credit-impaired trade accounts receivable
Transfer from credit-impaired trade accounts receivable
Write-offs
Changes due to modifications that did not result in
derecognition
Other changes:
from exchange differences
Gross carrying amounts as of December 31, 2020
Only including receivables covered by the impairment model
Trade accounts
receivable for
which lifetime
expected credit
losses are
calculated
(collectively
assessed)
11,745
429
(377)
93
–
–
(323)
(50)
11,517
(1,726)
(35)
11
–
–
(554)
9,213
Trade accounts
receivable that
are credit-
impaired
612
–
377
(93)
(28)
(3)
(17)
(6)
842
(283)
35
(11)
(16)
2
(43)
526
B 19/2
Total
12,357
429
–
–
(28)
(3)
–
(340)
(56)
12,359
(2,009)
–
–
(16)
2
(597)
9,739
Bayer Annual Report 2020
B Consolidated Financial Statements
206
Notes to the Statements of Financial Position
Credit losses on trade accounts receivable were as follows:
Trade Accounts Receivable – Loss Allowances
€ million
Lifetime
expected credit
losses
(collectively
assessed)
Trade accounts
receivable that
are credit-
impaired
Loss allowances as of January 1, 2019
112
531
Changes resulting from loss allowances newly recognized or
derecognized in the reporting period and additions to /
reductions in existing loss allowances
Transfer to loss allowances for credit-impaired trade accounts
receivable
Transfer from loss allowances for credit-impaired trade accounts
receivable
Changes due to write-offs
Changes due to modifications that did not result in derecognition
Other changes:
from acquisitions / divestments
from exchange differences
Loss allowances as of December 31, 2019
Changes resulting from loss allowances newly recognized or
derecognized in the reporting period and additions / reductions
to existing loss allowances
Transfer to loss allowances for credit-impaired trade accounts
receivable
Transfer from loss allowances for credit-impaired trade accounts
receivable
Changes due to write-offs
Changes due to modifications that did not result in derecognition
Other changes:
from exchange differences
Loss allowances as of December 31, 2020
Only including receivables covered by the impairment model
The expected loss rates were as follows:
Trade Accounts Receivable – Expected Loss Rates
76
(53)
20
–
–
(7)
(3)
145
104
(1)
2
–
–
3
253
3
53
(20)
(28)
2
–
(5)
536
(207)
1
(2)
(16)
17
39
368
€ million
Gross carrying amount
Loss allowance provision
Expected loss rates
Credit
impaired
0 to 1% > 1 to 5% > 5 to 10%
> 10%
7,177
204
1,579
20
126
10
332
20
525
367
Only including receivables covered by the impairment model
Trade Accounts Receivable – Expected Loss Rates (Previous Year)
Expected loss rates
Credit
impaired
B 19/3
Total
643
79
–
–
(28)
2
–
(7)
(8)
681
(103)
–
–
(16)
17
–
42
621
B19/4
Total
9,739
621
B19/5
Total
€ million
Gross carrying amount
Loss allowance provision
0 to 1% > 1 to 5% > 5 to 10%
> 10%
8,498
23
2,432
60
81
6
506
56
842
536
12,359
681
Bayer Annual Report 2020
B Consolidated Financial Statements
207
Notes to the Statements of Financial Position
An excess-of-loss policy exists for the Pharmaceuticals and Consumer Health segments as part of a global
credit insurance program. More than 80% of the receivables of these segments are insured up to a
maximum total annual compensation payment of €150 million (2019: €150 million). A global excess-of-loss
policy is in place for the Crop Science segment. In this global credit insurance program, more than 80% of
this segment’s receivables are insured up to a maximum total annual compensation payment of
€500 million (2019: €300 million).
A further €735 million (2019: €992 million) of receivables was secured by advance payments, letters of
credit or guarantees or by liens on land, buildings or harvest yields.
20. Other receivables
Other receivables were comprised as follows:
Other Receivables
€ million
Other tax receivables
Deferred charges
Net defined benefit asset
Assets related to other long-term employee benefits
Company owned life insurance (“COLI”)
Receivables from employees
Reimbursement claims
Miscellaneous receivables
Total
B 20/1
Dec. 31, 2019
Dec. 31, 2020
Total
Of which
current
Total
Of which
current
859
316
237
98
92
40
290
630
840
290
–
–
–
40
282
359
2,562
1,811
869
342
306
153
87
43
39
837
313
–
–
–
43
33
663
2,502
441
1,667
Other receivables are stated net of impairment losses of €3 million (2019: €69 million). The impairment
losses of €66 million on tax reimbursement claims included in the prior years were fully reversed in 2020
based on a court judgment.
21. Equity
The foremost objectives of our financial management are to help bring about a sustained increase in
Bayer’s value for the benefit of all stakeholders and to ensure the Group’s creditworthiness and liquidity.
The pursuit of these goals means reducing our cost of capital, optimizing our capital structure, improving
our financing cash flow and effectively managing risk.
The contracted rating agencies assess Bayer as follows: S & P Global assigns a long-term rating of BBB
and a short-term rating of A-2 with a stable outlook, Moody’s a Baa1 / P-2 with a negative outlook, and
Fitch Ratings a BBB+ / F2 with a stable outlook. These investment grade ratings from all three agencies
reflect the company’s high solvency and ensure access to a broad investor base for financing purposes.
The Group’s capital management is based on the debt indicators used by the rating agencies. These
indicators, which vary in their design, represent the ratio of period earnings to debt. The aim of our
financial strategy is to regain long-term “A” ratings in the future.
Apart from utilizing cash inflows from our operational business to reduce net financial debt, we are
implementing our financial strategy by way of vehicles such as the subordinated hybrid bonds issued in
July 2014, April 2015 and November 2019, and a potential share buyback program.
The individual equity components and the changes therein during 2019 and 2020 are shown in the
Bayer Group Consolidated Statements of Changes in Equity.
Bayer Annual Report 2020
B Consolidated Financial Statements
208
Notes to the Statements of Financial Position
Capital stock and capital reserves
The capital stock of Bayer AG on December 31, 2020, amounted to €2,515 million (2019: €2,515 million),
divided into 982,424,082 (2019: 982,424,082) registered no-par shares, and was fully paid in. Each no-par
share confers one voting right.
The authorizations issued by the Annual Stockholders’ Meeting on April 29, 2014, to increase the capital
stock out of authorized and conditional capital expired in 2019 and were not renewed.
Capital reserves contain premiums from the issuance of shares.
Accumulated comprehensive income
Accumulated comprehensive income comprises retained earnings and accumulated other comprehensive
income. The retained earnings comprise prior years’ undistributed income of consolidated companies and
all remeasurements of the net defined benefit liability for pension or other post-employment benefits that
are recognized outside profit or loss. The accumulated other comprehensive income comprises exchange
rate effects recognized outside profit or loss that arise from the translation of the annual financial
statements of subsidiaries outside the eurozone, the changes in fair values of cash flow hedges and equity
instruments, the revaluation surplus and reserves for the change in the company’s own credit risk.
Dividend
Under the German Stock Corporation Act (AktG), the dividend payment is determined by the distributable
profit reported in the annual financial statements of Bayer AG, which are prepared according to the
German Commercial Code. Retained earnings were diminished by payment of the dividend of €2.80 per
share for 2019. The proposed dividend for the 2020 fiscal year is €2.00 per share, which – based on the
current number of shares – would result in a total dividend payment of €1,965 million. Payment of the
proposed dividend is contingent upon approval by the stockholders at the Annual Stockholders’ Meeting
and therefore is not recognized as a liability in the consolidated financial statements.
Equity attributable to non-controlling interest
The changes in noncontrolling interest in equity during 2019 and 2020 are shown in the following table:
Changes in Noncontrolling Interest in Equity
€ million
January 1
Changes in equity not recognized in profit or loss
Remeasurements of the net liability under defined benefit pension plans
Exchange differences on translation of operations outside the eurozone
Other changes in equity
Dividend payments
Income after income taxes
December 31
B 21/1
2019
171
2020
180
(1)
(1)
(4)
(4)
19
180
–
(27)
31
(17)
8
175
As of December 31, 2020, a material subsidiary with third-party noncontrolling interest holders was
Bayer CropScience Limited, India, where the interest and share of voting rights attributable to
noncontrolling interest amounted to 28.6% as of December 31, 2020 (December 31, 2019: 28.6%).
The equity attributable to noncontrolling interest as of December 31, 2020, amounted to €134 million
(2019: €170 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
209
Notes to the Statements of Financial Position
22. Provisions for pensions and other
post-employment benefits
Provisions were established for defined benefit obligations pertaining to pensions and other post-
employment benefits. The net liability was accounted for as follows:
Net Defined Benefit Liability Reflected in the Statement of Financial Position
€ million
Provisions for pensions and other post-
employment benefits (net liability)
of which Germany
of which other countries
Assets arising from overfunded pension plans
(net asset)
of which Germany
of which other countries
Net defined benefit liability
of which Germany
of which other countries
Dec. 31,
2019
Pensions
Dec. 31,
2020
7,987
6,878
1,109
237
21
216
7,750
6,857
893
8,271
7,181
1,090
296
21
275
7,975
7,160
815
B 22/1
Total
Other post-
employment benefits
Dec. 31,
2019
Dec. 31,
2020
Dec. 31,
2019
Dec. 31,
2020
226
–
226
–
–
–
226
–
226
183
–
183
10
–
10
173
–
173
8,213
6,878
1,335
237
21
216
7,976
6,857
1,119
8,454
7,181
1,273
306
21
285
8,148
7,160
988
The expenses for defined benefit plans for pensions and other post-employment benefits comprised the
following components:
Expenses for Defined Benefit Plans
€ million
Current service cost
Past service cost
of which plan curtailments
Plan settlements
Plan administration cost paid out
of plan assets
Net interest
Total
Pension plans
Germany
Other countries
2019
394
2020
374
5
–
–
2
3
–
–
2
108
509
68
447
2019
105
(7)
(8)
(10)
10
38
136
2020
132
(5)
(3)
(1)
6
19
151
2019
499
(2)
(8)
(10)
12
146
645
Total
2020
506
(2)
(3)
(1)
8
87
598
B 22/2
Other post-
employment
benefit plans
Other countries
2019
2020
14
(2)
–
1
–
14
27
16
(1)
(4)
1
–
9
25
In addition, a total of minus €125 million (2019: minus €1,347 million) in effects of remeasurements of the
net defined benefit liability was recognized in 2020 outside profit or loss. Of this amount, minus
€144 million (2019: minus €1,398 million) related to pension obligations, €11 million (2019: €47 million) to
other post-employment benefit obligations, and €8 million (2019: €4 million) to the effects of the asset
ceiling. There were no significant plan curtailments in 2020 (2019: minus €8 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
210
Notes to the Statements of Financial Position
The net defined benefit liability developed as follows:
Changes in Net Defined Benefit Liability
€ million
Germany
January 1, 2020
Acquisitions
Divestments / changes in the scope of consolidation
Current service cost
Past service cost
Net interest
Net actuarial gain / (loss)
of which due to changes in financial parameters
of which due to changes in demographic parameters
of which experience adjustments
Return on plan assets excluding amounts recognized as interest income
Employer contributions
Employee contributions
Payments due to plan settlements
Benefits paid out of plan assets
Benefits paid by the company
Plan administration cost paid from plan assets
Reclassification to assets / liabilities held for sale
December 31, 2020
Other countries
January 1, 2020
Acquisitions
Divestments / changes in the scope of consolidation
Current service cost
Past service cost
Gains / (losses) from plan settlements
Net interest
Net actuarial gain / (loss)
of which due to changes in financial parameters
of which due to changes in demographic parameters
of which experience adjustments
Return on plan assets excluding amounts recognized as interest income
Remeasurement of asset ceiling
Employer contributions
Employee contributions
Payments due to plan settlements
Benefits paid out of plan assets
Benefits paid by the company
Plan administration costs paid out of plan assets
Reclassification to current assets / liabilities held for sale
Exchange differences
December 31, 2020
of which other post-employment benefits
Total, December 31, 2020
Defined
benefit
obligation
Fair value
of plan
assets
Effects of
the asset
ceiling
–
–
–
–
(17,175)
10,318
–
93
(374)
(3)
(172)
(598)
(609)
(1)
12
(72)
–
174
417
(256)
–
(53)
104
472
20
30
–
(174)
(2)
91
B 22/3
Net
defined
benefit
liability
(6,857)
–
40
(374)
(3)
(68)
(598)
(609)
(1)
12
472
20
(42)
–
–
417
(2)
(165)
(17,966)
10,806
–
(7,160)
(9,437)
8,339
(21)
(1,119)
–
(26)
(132)
5
(1)
(232)
(677)
(651)
25
(51)
(18)
22
412
136
(28)
665
–
–
–
–
216
(3)
670
75
18
(22)
(412)
(6)
24
(569)
8
–
6
(10)
–
(26)
(132)
5
(1)
(19)
(677)
(651)
25
(51)
670
8
75
–
–
–
136
(6)
(4)
102
(988)
(173)
(9,311)
8,333
(682)
509
(27,277)
19,139
(10)
(8,148)
Bayer Annual Report 2020
B Consolidated Financial Statements
211
Notes to the Statements of Financial Position
Changes in Net Defined Benefit Liability (Previous Year)
€ million
Germany
January 1, 2019
Acquisitions
Divestments / changes in the scope of consolidation
Current service cost
Past service cost
Net interest
Net actuarial gain / (loss)
of which due to changes in financial parameters
of which due to changes in demographic parameters
of which experience adjustments
Return on plan assets excluding amounts recognized as interest income
Employer contributions
Employee contributions
Payments due to plan settlements
Benefits paid out of plan assets
Benefits paid by the company
Plan administration cost paid from plan assets
Reclassification to assets / liabilities held for sale
December 31, 2019
Other countries
January 1, 2019
Acquisitions
Divestments / changes in the scope of consolidation
Current service cost
Past service cost
Gains / (losses) from plan settlements
Net interest
Net actuarial gain / (loss)
of which due to changes in financial parameters
of which due to changes in demographic parameters
of which experience adjustments
Remeasurement of asset ceiling
Employer contributions
Employee contributions
Payments due to plan settlements
Benefits paid out of plan assets
Benefits paid by the company
Plan administration costs paid out of plan assets
Reclassification to current assets / liabilities held for sale
Exchange differences
December 31, 2019
of which other post-employment benefits
Total, December 31, 2019
Defined
benefit
obligation
Fair value
of plan
assets
Effects of
the asset
ceiling
B 22/4
Net
defined
benefit
liability
(17,948)
10,756
(7,192)
(423)
(5)
(322)
(2,680)
(2,692)
12
(35)
195
409
196
1,101
49
35
(195)
(2)
3,634
(1,622)
(17,175)
10,318
(423)
(5)
(126)
(2,680)
(2,692)
12
1,101
49
409
(2)
2,012
(6,857)
(8,621)
7,203
(23)
(1,441)
1
261
(2)
(6)
1
(120)
10
10
(311)
(808)
(1,013)
178
27
4
(18)
15
413
181
11
(194)
81
18
(15)
(413)
(10)
(7)
182
(5)
1
(120)
10
10
(52)
(808)
(1,013)
178
27
1,038
4
81
181
(10)
4
(12)
(9,437)
8,339
(21)
(1,119)
(733)
507
(226)
(26,612)
18,657
(21)
(7,976)
Return on plan assets excluding amounts recognized as interest income
1,038
Currenta and Animal Health are included in the development of the net defined benefit liability.
Bayer Annual Report 2020
B Consolidated Financial Statements
212
Notes to the Statements of Financial Position
The benefit obligations pertained mainly to Germany (66%; 2019: 65%), the United States (18%; 2019:
20%) and the United Kingdom (8%; 2019: 7%). In Germany, current employees accounted for about 39%
(2019: 42%), retirees or their surviving dependents for about 51% (2019: 50%) and former employees with
vested pension rights for about 10% (2019: 8%) of entitlements under defined benefit plans. In the United
States, current employees accounted for about 26% (2019: 27%), retirees or their surviving dependents
for about 51% (2019: 58%) and former employees with vested pension rights for about 23% (2019: 15%)
of entitlements under defined benefit plans.
The actual return on the assets of defined benefit plans for pensions and for other post-employment
benefits amounted to €1,401 million (2019: €2,512 million) and €61 million (2019: €84 million),
respectively.
The following table shows the defined benefit obligations for pensions and other post-employment benefits
along with the funded status of the funded obligations.
Defined Benefit Obligation and Funded Status
€ million
Defined benefit obligation
of which unfunded
of which funded
Funded status of funded obligations
Overfunding
Underfunding
Pension obligation
Other post-
employment
benefit obligation
2019
2020
2019
2020
2019
B 22/5
Total
2020
25,879
26,595
652
644
25,227
25,951
258
281
7,279
7,612
733
153
580
–
74
682
126
556
1
47
26,612
27,277
805
770
25,807
26,507
258
282
7,353
7,659
Pension and other post-employment benefit obligations
Group companies provide retirement benefits for most of their employees, either directly or by contributing
to privately or publicly administered funds. The benefits vary depending on the legal, fiscal and economic
conditions of each country. The obligations relate both to existing retirees’ pensions and to pension
entitlements of future retirees.
Bayer has set up funded pension plans for its employees in various countries. The most appropriate
investment strategy is determined for each defined benefit pension plan based on the risk structure of the
obligations (especially demographics, the current funded status, the structure of the expected future cash
flows, interest sensitivity, biometric risks, etc.), the regulatory environment and the existing level of risk
tolerance or risk capacity. A strategic target investment portfolio is then developed in line with the plan’s
risk structure, taking capital market factors into consideration. Further determinants are risk diversification,
portfolio efficiency and the need for both a country-specific and a global risk / return profile centered on
ensuring the payment of all future benefits. As the capital investment strategy for each pension plan is
developed individually in light of the plan-specific conditions listed above, the investment strategies for
different pension plans may vary considerably. The investment strategies are generally aligned less toward
maximizing absolute returns and more toward the maximum probability of being able to finance pension
commitments over the long term. For pension plans, stress scenarios are simulated and other risk
analyses (such as value at risk) undertaken with the aid of risk management systems.
Bayer-Pensionskasse VVaG (Bayer-Pensionskasse), Leverkusen, Germany, is by far the most significant of
the pension plans. It has been closed to new members since 2005. This legally independent fund is
regarded as a life insurance company and therefore is subject to the German Insurance Supervision Act.
The benefit obligations covered by Bayer-Pensionskasse comprise retirement, surviving dependents’ and
disability pensions. It constitutes a multi-employer plan, to which the active members and their employers
contribute. The company contribution is a certain percentage of the employee contribution. This
percentage is the same for all participating employers, including those outside the Bayer Group, and is set
by agreement between the plan’s executive committee and its supervisory board, acting on a proposal
from the responsible actuary. It takes into account the differences between the actuarial estimates and the
Bayer Annual Report 2020
B Consolidated Financial Statements
213
Notes to the Statements of Financial Position
actual values for the factors used to determine liabilities and contributions. Bayer may also adjust the
company contribution in agreement with the plan’s executive committee and its supervisory board, acting
on a proposal from the responsible actuary. The plan’s liability is governed by Section 1, Paragraph 1,
Sentence 3 of the German Law on the Improvement of Occupational Pensions (BetrAVG). This means that
if the pension plan exercises its right under the articles of association to reduce benefits, each participating
employer has to make up the resulting difference. Bayer is not liable for the obligations of participating
employers outside the Bayer Group, even if they cease to participate in the plan.
Pension entitlements for people who joined Bayer in Germany in 2005 or later are granted via Rheinische
Pensionskasse VVaG, Leverkusen. Future pension payments from this plan are based on contributions and
the return on plan assets; a guaranteed interest rate applies.
Another important pension provision vehicle is Bayer Pension Trust e. V. (BPT). This covers further
retirement provision arrangements of the Bayer Group, such as deferred compensation, pension
obligations previously administered by Schering Altersversorgung Treuhand e. V., and components of
other direct commitments.
The defined benefit pension plans in the United States are frozen and no significant new entitlements
can be earned under these plans. The assets of all the U.S. pension plans are held by a master trust for
reasons of efficiency. The applicable regulatory framework is based on the Employee Retirement Income
Security Act (ERISA), which includes a statutory 80% minimum funding requirement to avoid benefit
restrictions. The actuarial risks, such as investment risk, interest-rate risk and longevity risk, remain with
the company.
The defined benefit pension plans in the United Kingdom have been closed to new members for some
years. Plan assets in the U.K. are administered by independent trustees, who are legally obligated to act
solely in the interests of the beneficiaries. A technical assessment is performed every three years in line
with U.K. regulations. This serves as the basis for developing a plan to cover any potential financing
requirements. Here, too, the actuarial risks remain with the company.
The other post-employment benefit obligations outside Germany mainly comprised health care benefit
payments for retirees in the United States.
Bayer Annual Report 2020
B Consolidated Financial Statements
214
Notes to the Statements of Financial Position
The fair value of the plan assets to cover pension and other post-employment benefit obligations was
as follows:
Fair Value of Plan Assets as of December 31
B 22/6
Pension obligations
Other post-employment
obligations
Germany
Other countries
Other countries
€ million
2019
2020
2019
2020
2019
2020
Plan assets based on quoted prices
in active markets
Real estate and special real estate funds
Equities and equity funds
Callable debt instruments
Noncallable debt instruments
Bond funds
Derivatives
Cash and cash equivalents
Other
Plan assets for which quoted prices
in active markets are not available
Real estate and special real estate funds
Equities and equity funds
Callable debt instruments
Noncallable debt instruments
Bond funds
Derivatives
Other
–
–
2,832
2,916
–
–
–
–
4,695
4,868
5
297
–
3
491
–
7,829
8,278
418
143
843
978
–
–
107
2,489
471
176
739
1,020
–
–
122
2,528
216
2,004
78
2,920
1,635
3
87
130
7,073
195
89
–
–
88
2
385
759
282
2,011
71
2,961
1,673
2
21
–
5
104
–
317
23
–
10
–
9
114
–
329
20
–
4
–
7,021
459
476
175
81
4
–
115
–
428
803
–
–
–
–
–
–
48
48
507
–
–
–
–
–
–
33
33
509
Total plan assets
10,318
10,806
7,832
7,824
Plan assets included assets with a carrying amount of €3,364 million (2019: €3,296 million) whose fair
values are not determined based on quoted prices in active markets.
The fair value of plan assets in Germany included real estate leased by Group companies, recognized at a
fair value of €77 million (2019: €77 million), and Bayer AG shares and bonds held through investment
funds, recognized at their fair values of €24 million (2019: €33 million) and €17 million (2019: €10 million),
respectively.
The other plan assets comprised mortgage loans granted, other receivables and qualified insurance
policies.
Risks
The risks from defined benefit plans arise partly from the defined benefit obligations and partly from the
investment in plan assets. These risks include the possibility that additional contributions will have to be
made to plan assets in order to meet current and future pension obligations, and negative effects on
provisions and equity.
Demographic / biometric risks
Since a large proportion of the defined benefit obligations comprises lifelong pensions or surviving
dependents’ pensions, longer claim periods or earlier claims may result in higher benefit obligations, higher
benefit expense and / or higher pension payments than previously anticipated.
Bayer Annual Report 2020
B Consolidated Financial Statements
215
Notes to the Statements of Financial Position
Investment risks
If the actual return on plan assets were below the return anticipated on the basis of the discount rate, the
net defined benefit liability would increase, assuming there were no changes in other parameters. This
could happen as a result of a drop in share prices, increases in market rates of interest for certain bonds,
default of individual debtors or the purchase of low-risk but low-interest bonds, for example.
Interest-rate risk
A decline in capital market interest rates, especially for high-quality corporate bonds, would increase the
defined benefit obligation. This effect would be at least partially offset by the ensuing increase in the
market values of the corresponding debt instruments held.
Measurement parameters and their sensitivities
The following weighted parameters were used to measure the obligations for pensions and other post-
employment benefits as of December 31 of the respective year:
Parameters for Benefit Obligations
%
Pension obligations
Discount rate
of which U.S.A.
of which U.K.
Projected future salary increases
Projected future benefit increases
Other post-employment benefit obligations
Germany
Other countries
2019
2020
2019
2020
2019
1.00
0.90
2.50
1.40
2.25
1.60
2.60
3.20
1.95
3.10
2.80
1.95
2.50
1.30
3.10
2.60
1.55
3.20
1.95
2.70
1.85
B 22/7
Total
2020
1.25
2.50
1.30
2.50
1.90
Discount rate
–
–
3.90
3.05
3.90
3.05
In Germany the Heubeck RT 2018 G mortality tables were used, in the United States the MP-2020
Mortality Tables, and in the United Kingdom 100% of S3NMA and 101% of S3NFA.
The following weighted parameters were used to measure the expense for pension and other post-
employment benefits in the respective year:
Parameters for Benefit Expense
%
Pension obligations
Discount rate
Projected future salary increases
Projected future benefit increases
Other post-employment benefit obligations
Germany
Other countries
2019
2020
2019
2020
2019
1.90
2.75
1.60
1.00
2.50
1.40
3.55
3.65
3.05
2.60
3.10
2.80
2.40
3.00
2.05
B 22/8
Total
2020
1.55
2.70
1.85
Discount rate
–
–
4.85
3.90
4.85
3.90
The method for determining the pension discount rate in the eurozone was modified as of December 31,
2020. The discount rate is no longer calculated solely from a reference portfolio of AA-rated corporate
bonds. Since only a small number of representative bonds exist in this category, long-term yields are
calculated based on public-sector bonds plus a spread to cover the difference in credit ratings between
these and corporate bonds. This method gives a discount rate of 0.90% for Germany as of December 31,
2020. The discount rate based on the previous reference portfolio would have been 1.00%. Applying this
rate would have reduced pension provisions by approximately €0.3 billion.
Bayer Annual Report 2020
B Consolidated Financial Statements
216
Notes to the Statements of Financial Position
The parameter sensitivities were computed by expert actuaries based on a detailed evaluation similar
to that performed to obtain the data presented in Table B 22/3. Altering individual parameters by
0.5 percentage points or mortality by 10% per beneficiary while leaving the other parameters unchanged
would have impacted pension and other post-employment benefit obligations as of year-end 2020 as
follows:
Sensitivity of Benefit Obligations
€ million
Pension obligations
Germany
Other countries
B 22/9
Total
Increase
Decrease
Increase
Decrease
Increase
Decrease
0.5%-pt. change in discount rate
(1,461)
1,699
(563)
633
(2,024)
2,332
0.5%-pt. change in projected future
salary increases
0.5%-pt. change in projected future
benefit increases
10% change in mortality
Other post-employment benefit
obligations
0.5%-pt. change in discount rate
10% change in mortality
65
(60)
69
(64)
134
(124)
880
(643)
(802)
731
–
–
–
–
194
(249)
(35)
(21)
(146)
257
1,074
(892)
(948)
988
38
24
(35)
(21)
38
24
Sensitivity of Benefit Obligations (prior year)
Germany
Other countries
B 22/10
Total
€ million
Pension obligations
Increase
Decrease
Increase
Decrease
Increase
Decrease
0.5%-pt. change in discount rate
(1,489)
1,711
(559)
620
(2,048)
2,331
0.5%-pt. change in projected future
salary increases
0.5 %-pt. change in projected future
benefit increases
10% change in mortality
Other post-employment benefit
obligations
0.5%-pt. change in discount rate
10% change in mortality
81
(75)
61
(58)
142
(133)
881
(628)
(803)
712
–
–
–
–
203
(240)
(36)
(22)
(155)
242
1,084
(868)
(958)
954
40
25
(36)
(22)
40
25
Provisions are also established for the obligations, mainly of U.S. subsidiaries, to provide post-employment
benefits in the form of health care cost payments for retirees. The valuation of health care costs was based
on the assumption that they will increase at a rate of 6.8% (2019: 7.0%). As in the previous year, it was
assumed that this rate of increase will gradually decline to 5.0% by 2028.
Bayer Annual Report 2020
B Consolidated Financial Statements
217
Notes to the Statements of Financial Position
The following table shows the impact on other post-employment benefit obligations and total benefit
expense of a one-percentage-point change in the assumed cost increase rates:
Sensitivity to Health Care Cost Increases
€ million
Impact on other post-employment benefit obligations
Impact on benefit expense
B 22/11
Increase of one
percentage point
Decrease of one
percentage point
2019
2020
2019
51
2
45
2
(43)
(2)
2020
(38)
(1)
Payments made and expected future payments
The following payments or asset contributions correspond to the employer contributions made or expected
to be made to funded benefit plans:
Employer Contributions Paid or Expected
€ million
Pension obligations
Other post-employment benefit obligations
Total
2019
2020
49
–
49
20
–
20
Germany
2021
expected
102
–
102
2019
96
(15)
81
B 22/12
Other countries
2020
91
(16)
75
2021
expected
76
2
78
Bayer is currently committed to making deficit contributions for its U.K. pension plans of approximately
GBP27 million annually through 2022 (inclusive). For its U.S. pension plans, Bayer did not make any deficit
contributions in 2020 or in 2019, and expects to make zero or only very low regular payments in 2021 as
most of these plans are closed and frozen.
Pensions and other post-employment benefits payable in the future from funded and unfunded plans are
estimated as follows:
Future Benefit Payments
B 22/13
Payments out of plan assets
Payments by the company
Other post-
employ-
ment
benefits
Pensions
Other post-
employ-
ment
benefits
Pensions
€ million
Germany
Other
countries
Other
countries
Total
Germany
Other
countries
Other
countries
2021
2022
2023
2024
2025
2026–2030
182
183
183
184
185
923
394
398
398
407
411
21
21
20
21
21
597
602
601
612
617
442
438
441
444
447
2,042
108
3,073
2,231
100
92
93
94
98
554
22
22
22
23
22
Total
564
552
556
561
567
109
2,894
The weighted average term of the pension obligations is 17.7 years (2019: 17.9 years) in Germany and
13.4 years (2019: 13.2 years) in other countries. The weighted average term of the obligations for other
post-employment benefits in other countries is 10.9 years (2019: 11.0 years).
Bayer Annual Report 2020
B Consolidated Financial Statements
218
Notes to the Statements of Financial Position
23. Other provisions
Changes in the various provision categories in 2020 were as follows:
Changes in Other Provisions
€ million
December 31, 2019
Acquisitions /
divestments
Additions
Utilization
Reversal
Reclassification to
liabilities held for sale
Interest cost
Exchange differences
December 31, 2020
of which current
Other
taxes
78
–
39
(43)
(8)
–
–
(11)
55
39
Environ-
mental
protec-
tion
Restruc-
turing
Trade-
related
commit-
ments Litigations
Personnel
commit-
ments
Miscella-
neous
655
1,267
240
1,206
2,520
1,051
–
84
(32)
(27)
–
9
(59)
630
51
–
384
(480)
(131)
(9)
–
(10)
1,021
346
(1)
286
(121)
(21)
–
–
(40)
343
215
–
13,354
(4,192)
(21)
–
18
(1,065)
9,300
7,824
15
2,337
(2,110)
(746)
(3)
8
(110)
1,911
1,268
117
593
(411)
(114)
–
2
(49)
1,189
384
B 23/1
Total
7,017
131
17,077
(7,389)
(1,068)
(12)
37
(1,344)
14,449
10,127
The provisions were partly offset by claims for compensation from insurers in the amount of €31 million
(2019: €77 million), which were recognized as receivables. These claims were primarily for refunds related
to product liability.
Environmental protection
Provisions for environmental protection are mainly established for the expected costs of ensuring
compliance with environmental regulations, remediation work on contaminated land, recultivation of
landfills, and redevelopment and water protection measures.
Restructuring
Provisions for restructuring only cover expenses that arise directly from restructuring measures, are
necessary for restructuring and are not related to future business operations. Such expenses include
severance payments to employees and compensation payments in respect of rented property that is no
longer used.
Restructuring measures may include the sale or termination of business units, site closures, relocations of
business activities or fundamental reorganizations of business units.
Provisions for restructuring included €980 million (2019: €1,203 million) for severance payments and
€41 million (2019: €64 million) for other restructuring expenses, which mainly comprised other costs
related to the outsourcing of research activities. The breakdown of provisions by segment was as follows:
€227 million (2019: €185 million) at Crop Science, €181 million (2019: €292 million) at Pharmaceuticals,
€21 million (2019: €31 million) at Consumer Health and €592 million (2019: €759 million) in Enabling
Functions / All Other Segments.
Provisions continued to be established in all segments in 2020 in connection with the restructuring
program already ongoing since the end of 2018 to further strengthen Bayer’s core businesses, adapt the
infrastructure and increase productivity and earning power through a series of measures to be
implemented through 2022. In addition, it was announced in September 2020 that further operational
savings are planned to advance the company in the market environment and accelerate its transformation.
The respective new measures, which may also lead to additional job reductions, are currently being
developed and discussed in detail. Since the measures were not specifically communicated to employees
Bayer Annual Report 2020
B Consolidated Financial Statements
219
Notes to the Statements of Financial Position
or their representatives in 2020, a provision did not have to be established under IAS 37. Further
provisions are therefore expected to be established in 2021 as soon as the planned measures have been
sufficiently communicated.
As in previous years, the main focus of restructuring activities in the Crop Science segment was on
organizational adjustments following the integration of Monsanto.
The restructuring measures in the Pharmaceuticals segment related to the reorganization in the research
and development areas and in supply chain management. Moreover, extensive restructuring measures
were implemented in the sales function in Japan. The provisions established in prior years were utilized for
these purposes.
At Consumer Health, the “Fit to Win” restructuring program was continued with the aim of making this
segment a market leader by driving the transformation in the health care industry and creating a more agile
and faster organization with fewer decision-making levels.
Under Enabling Functions and Consolidation, which forms part of the Reconciliation, provisions were
established in 2020 for severance payments, primarily in France. A substantial part of the IT function in
Germany was outsourced to external service providers. Employee transfers were effected utilizing the
provisions established in the prior year.
Trade-related commitments
Trade-related provisions are recorded mainly for obligations related to services performed but not yet
invoiced and to sales commissions not recognized under trade accounts payable.
Litigations
The legal risks currently considered to be material, and their development, are described in Note [30].
Personnel commitments
Personnel-related provisions include those for variable, performance-related one-time payments to
employees, stock-based payments, and payments related to long-service anniversaries, early retirement
programs and pre-retirement part-time working arrangements. Provisions for severance payments resulting
from restructuring are reflected in provisions for restructuring.
Stock-based compensation programs
Bayer offers the stock-based compensation programs Aspire 2.0 and BayShare 2020 collectively to
different groups of employees. As required by IFRS 2 (Share-based Payment) for compensation systems
involving cash settlement, provisions are established for all awards to be made under the Aspire 2.0
program. The provisions are recognized in the amount of the fair value of the obligations existing as of the
date of the financial statements. All resulting valuation adjustments are recognized in profit or loss.
Bayer Annual Report 2020
B Consolidated Financial Statements
220
Notes to the Statements of Financial Position
The following table shows the changes in the provisions established for Aspire 2.0:
Changes in Provisions
€ million
December 31, 2019
Additions
Utilization
Reversal
Exchange differences
December 31, 2020
B 23/2
Aspire 2.0
582
538
(155)
(480)
(31)
454
The value of the Aspire 2.0 tranche that was fully earned at the end of 2020, resulting in payments at the
beginning of 2021, was €131 million (2019: €132 million).
The net expense for all stock-based compensation programs was €63 million (2019: €303 million),
including €5 million (2019: €5 million) for the BayShare stock participation program. For information on the
hedging of obligations under stock-based employee compensation programs see Note [27.3].
Long-term incentive program Aspire 2.0
Aspire 2.0 is based on a percentage of each employee’s annual base salary, the percentage varying
according to their position. This target value is multiplied by the employee’s STI (short-term incentive)
payment factor for the previous year to give the Aspire grant value. The STI payment factor reflects the
business performance under the global short-term incentive program. The Aspire grant value is converted
into virtual Bayer shares by dividing it by the share price at the start of the program. The program’s
performance is based on these virtual shares. Each tranche runs for four years. The Board of
Management’s stock-based compensation is explained in detail in A 4.4 “Compensation Report.”
The fair value of the obligations is determined from the price of Bayer stock at year-end and the dividends
paid up to that time. The payment made at the end of each tranche is determined by multiplying the
number of virtual shares by the Bayer share price at that time and adding an amount equivalent to the
dividends paid during the period of the tranche. The maximum payment for Aspire 2.0 is 250% of the
Aspire grant value.
At the start of 2021, a payment of 64% was made for the tranche issued in 2017.
BayShare 2020
All management levels and nonmanagerial employees were offered a stock participation program known as
BayShare, under which Bayer subsidizes their personal investment in the company’s stock.
The discount under this program in 2020 was 20% (2019: 20%) of the subscription amount. Employees
stated a fixed amount that they wished to invest in shares. The maximum subscription amount in Germany
was set at €2,500 (2019: €2,500) or €5,000 (2019: €5,000), depending on the employee’s position. The
shares purchased must be retained until December 31, 2021.
In 2020, around 538,000 shares were purchased under the BayShare program (2019: 334,000 shares).
Bayer Annual Report 2020
B Consolidated Financial Statements
221
Notes to the Statements of Financial Position
Other
Miscellaneous provisions include those for other liabilities, contingent liabilities from business
combinations, except where these are allocable to other provision categories, and asset retirement
obligations other than those included in provisions for environmental protection.
A sensitivity analysis undertaken for certain provisions that examined the impact of a five percentage point
change in the probabilities of occurrence in each case did not produce any material deviations from the
amount of provisions established.
24. Financial liabilities
Financial liabilities were comprised as follows:
Financial Liabilities
€ million
Bonds and notes
Liabilities to banks
Lease liabilities
Liabilities from derivatives
Other financial liabilities
Total
B 24/1
Dec. 31, 2019
Dec. 31, 2020
Total
33,569
4,062
1,251
123
89
Of which
current
Total
Of which
current
1,001
36,745
675
299
122
85
3,671
1,137
136
77
4,494
3,654
212
136
74
39,094
2,182
41,766
8,570
A breakdown of financial liabilities by contractual maturity is given below:
Maturities of Financial Liabilities
€ million
2020
2021
2022
2023
2024
2025 or later
Total
Dec. 31, 2019
€ million
Dec. 31, 2020
B 24/2
2,182
8,513
2,205
3,715
2,274
20,205
39,094
2021
2022
2023
2024
2025
2026 or later
Total
8,570
2,248
3,511
3,630
2,657
21,150
41,766
Bayer Annual Report 2020
B Consolidated Financial Statements
222
Notes to the Statements of Financial Position
The Bayer Group has issued the following bonds and notes:
Bonds and Notes
Nominal volume
as of Dec. 31, 2019
Carrying amount
as of Dec. 31, 2019
€ million
Nominal volume
as of Dec. 31, 2020
Carrying amount
as of Dec. 31, 2020
€ million
B 24/3
1,497
1,297
991
747
–
3,665
7,614
8,584
750
3,738
7,704
79
79
–
36,745
Hybrid bonds1
Hybrid bond 2014 / 20242
/ 2074
EUR 1,500 million
Hybrid bond 2015 / 20222
/ 2075
EUR 1,300 million
Hybrid bond 2019 / 20252
/ 2079
EUR 1,000 million
Hybrid bond 2019 / 20272
/ 2079
EUR 750 million
Exchangeable bond1
Exchangeable bond3 2017 / 2020
EUR 1,000 million
1,497
1,295
990
746
1,001
EUR 1,500 million
EUR 1,300 million
EUR 1,000 million
EUR 750 million
–
USD bonds1, 4
Maturity < 1 year
Maturity > 1 year < 5 years
Maturity > 5 years
EUR bonds1, 4
Maturity < 1 year
Maturity > 1 year < 5 years
Maturity > 5 years
JPY bonds1
Maturity < 1 year
–
–
USD 4,500 million
USD 10,750 million
USD 13,914 million
9,510
USD 9,364 million
12,144
USD 10,800 million
–
–
EUR 750 million
EUR 3,000 million
EUR 3,250 million
2,997
3,225
EUR 3,750 million
EUR 7,750 million
Maturity > 1 year < 5 years
JPY 20 billion
Maturity > 5 years
Total
–
–
–
164
–
33,569
JPY 10 billion
JPY 10 billion
–
1 The bonds are issued in the functional currency of the issuing entity and mainly have a fixed coupon.
2 Date of first option to redeem the bond early at par
3 Bond was redeemed in cash at maturity.
4 Bonds with nominal volumes of US$2,500 million and €750 million bear variable rates of interest.
Hybrid bonds
The hybrid bonds issued by Bayer AG are subordinated, and 50% of their amount is treated by the rating
agencies as equity. They therefore have a more limited effect on the Group’s rating-specific debt indicators
than senior borrowings.
In 2019, Bayer AG repurchased the €1.75 billion hybrid bond maturing in 2075 (callable on July 1, 2020)
before the first call date. The repurchase was financed through the issuance of two hybrid bonds with
nominal volumes of €1 billion and €750 million.
Mandatory convertible notes
On November 22, 2016, Bayer Capital Corporation B.V., Mijdrecht, Netherlands, placed subordinated
mandatory convertible notes in the amount of €4 billion, which were converted into no-par shares of Bayer
AG at maturity on November 22, 2019.
Exchangeable bond
On June 14, 2017, Bayer AG issued bonds with a nominal value of €1 billion which matured in 2020.
These bonds could be settled in cash, by delivery of Covestro shares or by a combination thereof. They
were designated as financial liabilities at fair value through profit or loss upon first-time recognition. Bayer
AG repaid the bonds in cash in June 2020.
Bayer Annual Report 2020
B Consolidated Financial Statements
223
Notes to the Statements of Financial Position
Other bonds
Bayer AG placed bonds with a total volume of €6 billion in 2020. The issuance comprises four €1.5 billion
tranches with maturities of 4 years, 6.5 years, 9.5 years and 12 years. The coupons on the notes are
0.375% p.a., 0.75% p.a., 1.125% p.a. and 1.375% p.a., respectively.
Three bonds with a total nominal volume of US$2.5 billion and a bond with a nominal volume of JPY10
billion were redeemed at maturity in 2019.
Liabilities to banks
Liabilities to banks included the outstanding amount of €3.1 billion (US$3.8 billion) from the syndicated
credit facility drawn in June 2018 as bridge financing for the acquisition of Monsanto.
Lease liabilities
Further information on lease liabilities is given in Note [28].
Other information
A total of €4.5 billion in undrawn credit facilities remained available to the Bayer Group as of December 31,
2020 (December 31, 2019: €4.5 billion).
Further information on the accounting for liabilities from derivatives is given in Note [27].
The development of financial liabilities in 2020 is outlined in Note [31].
25. Trade accounts payable
Trade accounts payable comprised €5,671 million (2019: €6,404 million) due within one year and
€12 million (2019: €22 million) due after one year.
26. Other liabilities
Other liabilities comprised the following:
Other Liabilities
€ million
Other tax liabilities
Liabilities from derivatives
Accrued interest on liabilities
Liabilities for social expenses
Liabilities to employees
Deferred income
Miscellaneous liabilities
Total
B 26/1
Dec. 31, 2019
Dec. 31, 2020
Total
Of which
current
Total
Of which
current
693
219
266
130
230
50
682
166
253
128
215
27
610
281
240
223
154
59
1,334
2,922
1,012
2,483
1,806
3,373
601
199
240
221
153
36
582
2,032
Bayer Annual Report 2020
B Consolidated Financial Statements
224
Notes to the Statements of Financial Position
The deferred income included €21 million (2019: €20 million) in grants and subsidies received from
governments, of which €3 million (2019: €3 million) was reversed through profit or loss.
Miscellaneous liabilities included liabilities of €938 million for potential future milestone payments that arose
in connection with the acquisition of Asklepios BioPharmaceutical, Inc., (AskBio), Durham, North Carolina,
United States. The acquisition of Noho Health, Inc., (NoHo), New York, United States, resulted in a further
€118 million in liabilities relating to commitments to purchase additional shares and to milestone payments.
Also reflected here are financing commitments to joint ventures amounting to €84 million (2019:
€116 million). In 2019, miscellaneous liabilities also included a liability in the amount of €346 million for the
settlement payment due in connection with the Xarelto™ litigation. The payment was made in January 2020.
27. Financial instruments
The system used by the Bayer Group to manage credit risks, liquidity risks and the different types of
market price risk (interest-rate, currency and commodity price risks), together with its objectives, methods
and procedures, is outlined in the Opportunity and Risk Report, which forms part of the Combined
Management Report.
27.1 Financial instruments by category
The following tables show the carrying amounts and fair values of the individual financial assets and
liabilities by category of financial instrument under IFRS 9 and a reconciliation to the corresponding line
items in the statements of financial position. Since the line items “Trade accounts receivable,” “Other
receivables,” “Financial liabilities” and “Other liabilities” contain both financial instruments and nonfinancial
assets or liabilities (such as other tax receivables), the reconciliation is shown in the column headed
“Nonfinancial assets / liabilities.”
Bayer Annual Report 2020
B Consolidated Financial Statements
225
Notes to the Statements of Financial Position
Carrying Amounts and Fair Values of Financial Instruments
B 27.1/1
Dec. 31, 2020
Measurement category (IFRS 9)1
€ million
Trade accounts receivable
AC
FVTPL, mandatory2
Nonfinancial assets
Other financial assets
AC
FVTPL, mandatory2
FVTOCI (no recycling), designated3
Derivatives – hedge accounting
Derivatives – no hedge accounting
Lease receivables
Other receivables
AC
FVTPL, mandatory2
Nonfinancial assets
Cash and cash equivalents
AC
Total financial assets
of which AC
of which FVTPL
Financial liabilities
AC
Derivatives – no hedge accounting
Lease liabilities
Nonfinancial liabilities
Trade accounts payable
AC
Other liabilities
AC
FVTPL (nonderivative), mandatory2
Derivatives – hedge accounting
Derivatives – no hedge accounting
Nonfinancial liabilities
Total financial liabilities
of which AC
of which derivatives – no hedge accounting
Carried at
amortized
cost
Carrying
amount
9,120
9,120
1,416
1,414
2
323
323
4,191
4,191
15,050
15,048
41,560
40,423
1,137
5,683
5,683
858
858
48,101
46,964
Carried at fair value
[fair value for information4]
Based on
quoted prices
in active
markets
(Level 1)
Based on
observable
market data
(Level 2)
Based on
unobservable
inputs
(Level 3)
Carrying
amount
Carrying
amount
Carrying
amount
246
246
3,714
3,642
55
17
3,078
[1,414]
2,813
134
131
[2]
[323]
1,287
931
344
12
77
77
3,960
[4,191]
3,078
1,364
3,888
2,813
1,008
Nonfinancial
assets /
liabilities
Carrying
amount
189
189
2,102
2,102
70
70
136
[9,824]
136
[1,175]
224
[858]
208
16
[34,189]
56
56
56
56
1,248
987
1,247
1
987
360
1,248
152
1
1 AC: at amortized cost
FVTOCI: at fair value through other comprehensive income
FVTPL: at fair value through profit or loss
2 Measured at fair value through profit or loss as required by IFRS 9
3 Measured at fair value through other comprehensive income under IFRS 9, paragraph 5.7.5
4 Fair value of the financial instruments at amortized cost under IFRS 7, paragraph 29(a)
Total
9,555
9,120
246
189
9,495
1,414
7,386
399
134
160
2
2,502
323
77
2,102
4,191
4,191
23,452
15,048
7,709
41,766
40,423
136
1,137
70
5,683
5,683
3,373
858
1,247
208
73
987
49,765
46,964
209
Bayer Annual Report 2020
B Consolidated Financial Statements
226
Notes to the Statements of Financial Position
Carrying Amounts and Fair Values of Financial Instruments
B 27.1/2
Dec. 31, 2019
Measurement category (IFRS 9)1
€ million
Trade accounts receivable
AC
FVTPL, mandatory2
Nonfinancial assets
Other financial assets
AC
FVTPL, mandatory2
FVTOCI (no recycling), designated3
Derivatives – hedge accounting
Derivatives – no hedge accounting
Other receivables
AC
FVTPL, mandatory2
Nonfinancial assets
Cash and cash equivalents
AC
Total financial assets
of which AC
of which FVTPL
Financial liabilities
AC
FVTPL (nonderivative), designated4
Derivatives – no hedge accounting
Lease liabilities
Nonfinancial liabilities
Trade accounts payable
AC
Other liabilities
AC
FVTPL (nonderivative), mandatory2
Derivatives – hedge accounting
Derivatives – no hedge accounting
Nonfinancial liabilities
Total financial liabilities
of which AC
of which FVTPL (nonderivative)
of which derivatives – no hedge accounting
Carried at fair value
[fair value for information5]
Based on
quoted prices
in active
markets
(Level 1)
Based on
observable
market data
(Level 2)
Based on
unobservable
inputs
(Level 3)
Carrying
amount
Carrying
amount
Carrying
amount
1,692
1,353
336
3
80
80
195
[809]
29
71
95
[287]
1,166
922
232
12
65
65
1,692
[3,185]
275
1,231
1,353
109
987
1,001
[33,285]
1,001
3
3
1,004
1,001
3
123
[5,389]
123
[1,385]
211
[1,156]
177
34
334
157
198
193
5
198
193
5
Carried at
amortized
cost
Carrying
amount
11,430
11,430
809
809
287
287
3,185
3,185
15,711
15,711
37,896
36,645
1,251
6,426
6,426
1,156
1,156
45,478
44,227
Nonfinancial
assets /
liabilities
Carrying
amount
168
168
2,210
2,210
74
74
1,354
1,354
Total
11,678
11,430
80
168
3,862
809
2,304
568
71
110
2,562
287
65
2,210
3,185
3,185
18,909
15,711
2,449
39,094
36,645
1,001
123
1,251
74
6,426
6,426
2,922
1,156
193
177
42
1,354
47,014
44,227
1,194
165
2019 figures restated
1 AC: at amortized cost
FVTOCI: at fair value through other comprehensive income
FVTPL: at fair value through profit or loss
2 Measured at fair value through profit or loss as required by IFRS 9
3 Measured at fair value through other comprehensive income under IFRS 9, paragraph 5.7.5
4 Designated as FVTPL upon first-time recognition under IFRS 9
5 Fair value of the financial instruments at amortized cost under IFRS 7 paragraph 29(a)
Bayer Annual Report 2020
B Consolidated Financial Statements
227
Notes to the Statements of Financial Position
Due to the short maturities of most trade accounts receivable and payable, other receivables and liabilities,
and cash and cash equivalents, their carrying amounts at the closing date do not significantly differ from
the fair values.
The fair values of financial assets and liabilities measured at amortized cost that are given for information
are the present values of the respective future cash flows. The present values are determined by
discounting the cash flows at a closing-date interest rate, taking into account the term of the assets or
liabilities and also the creditworthiness of the counterparty in certain cases. Where a market price is
available, however, this is deemed to be the fair value.
The fair values of financial assets measured at fair value correspond to quoted prices in active markets
(Level 1), or are determined using valuation techniques based on observable market data as of the end of
the reporting period (Level 2) or are the present values of the respective future cash flows, determined on
the basis of unobservable inputs (Level 3).
The fair values of derivatives for which no publicly quoted prices exist in active markets (Level 1) are
determined using valuation techniques based on observable market data as of the end of the reporting
period (Level 2). In applying valuation techniques, credit or debt value adjustments are determined to
account for the credit risk of the contractual party or Bayer.
Currency and commodity forward contracts are measured individually at their forward rates or forward
prices on the closing date. These depend on spot rates or prices, including time spreads. The fair values
of interest-rate hedging instruments and cross-currency interest-rate swaps were determined by
discounting future cash flows over the remaining terms of the instruments at market rates of interest,
taking into account any foreign currency translation as of the closing date in certain cases.
Fair values measured using unobservable inputs are categorized within Level 3 of the fair value hierarchy.
This applies to certain debt or equity instruments, in some cases to the fair values of embedded
derivatives, and to obligations for contingent consideration in business combinations. Credit risk is
frequently the principal unobservable input used to determine the fair values of debt instruments classified
as “FVTPL – at fair value through profit or loss” by the discounted cash flow method. Here the credit
spreads of comparable issuers are applied. A significant increase in credit risk could result in a lower fair
value, whereas a significant decrease could result in a higher fair value. However, a relative change of 10%
in the credit spread does not materially affect the fair value.
When determining the fair values of contingent consideration within the “FVTPL (nonderivative) – at fair
value through profit or loss” category, the principal unobservable input is the estimation of the probability
that, for example, pre-defined milestones for research and development projects will be achieved or that
sales targets will be attained, as well as the timing of the payments. Changes in these estimates may lead
to significant increases or decreases in fair value.
Embedded derivatives are separated from their respective host contracts, provided these are not financial
instruments. Such host contracts are generally sale or purchase agreements relating to the operational
business. The embedded derivatives cause the cash flows from the contracts to vary with exchange-rate
or price fluctuations, for example. The internal measurement of embedded derivatives is mainly performed
using the discounted cash flow method, which is based on unobservable inputs. These include planned
sales and purchase volumes, and prices derived from market data. Regular monitoring is carried out based
on these fair values as part of quarterly reporting.
Bayer Annual Report 2020
B Consolidated Financial Statements
228
Notes to the Statements of Financial Position
The maximum default risk from financial assets that are measured at amortized cost and are subject to the
impairment model is €15,050 million (2019: €15,711 million).
The maximum default risk from existing loan commitments that are subject to the impairment model
is €1,165 million (2019: €1,165 million). In this connection, expected credit losses of €1 million (2019:
€5 million) were recognized through profit or loss.
The maximum default risk from financial assets not subject to the impairment model is €8,402 million
(2019: €3,198 million).
The exchangeable bond issued in June 2017 was measured at fair value through profit or loss. This bond
was a hybrid financial instrument containing a debt instrument as a nonderivative host contract and
multiple embedded derivatives. It was repaid in cash at maturity in June 2020.
The interest in Covestro is measured at fair value through profit or loss, as are the shares in Elanco Animal
Health Inc., Greenfield, United States, received in connection with the sale of the Animal Health business
unit.
The changes in the amount of financial assets and liabilities recognized at fair value based on
unobservable inputs (Level 3) for each financial instrument category were as follows:
Development of Financial Assets and Liabilities (Level 3)
€ million
Carrying amounts (net), January 1, 2020
Gains (losses) recognized in profit or loss
of which related to assets / liabilities recognized
in the statements of financial position
Gains (losses) recognized outside profit or loss
Additions of assets / (liabilities)
Settlements of (assets) / liabilities
Changes in scope of consolidation
Exchange differences
Carrying amounts (net), December 31, 2020
1 See table B 27.1/1 for definition of measurement categories
Development of Financial Assets and Liabilities (Level 3)
€ million
Carrying amounts (net), January 1, 2019
Gains (losses) recognized in profit or loss
of which related to assets / liabilities recognized
in the statements of financial position
Gains (losses) recognized outside profit or loss
Additions of assets / (liabilities)
Settlements of (assets) / liabilities
Changes in scope of consolidation
Exchange differences
Assets –
FVTPL1
987
39
39
–
3
(11)
–
(10)
1,008
Assets –
FVTPL1
937
44
44
–
5
–
–
1
FVTOCI
(no
recycling)1
232
–
–
31
93
(8)
12
(16)
344
FVTOCI
(no
recycling)1
186
–
–
2
37
–
6
1
Carrying amounts (net), December 31, 2019
987
232
1 See table B 27.1/2 for definition of measurement categories
Liabilities –
FVTPL
(non-
derivative)1
Derivatives
(net)
7
5
5
–
–
–
–
(1)
11
(193)
(18)
(18)
–
(1,078)
–
–
42
(1,247)
Liabilities –
FVTPL
(non-
derivative)1
Derivatives
(net)
32
(1)
(1)
–
–
(26)
–
2
7
(20)
4
4
–
(187)
6
–
4
B 27.1/3
Total
1,033
26
26
31
(982)
(19)
12
15
116
B 27.1/4
Total
1,135
47
47
2
(145)
(20)
6
8
(193)
1,033
Bayer Annual Report 2020
B Consolidated Financial Statements
229
Notes to the Statements of Financial Position
The changes recognized in profit or loss were included in other operating income / expenses, as well as in
the financial result in interest income, exchange gains or losses and other financial income and expenses.
Income, expense, gains and losses on financial instruments can be assigned to the following categories:
Income, Expense, Gains and Losses on Financial Instruments
€ million
Interest income
Interest expense
Income / expenses from affiliated
companies
Changes in fair value
Impairment losses
Impairment loss reversals
Exchange gains / losses
Other financial income / expenses
Net result
Assets –
AC1
Assets –
FVTPL1
FVTOCI (no
recycling)1
Derivatives
– no hedge
accounting
50
–
–
–
(158)
111
(672)
–
(669)
38
–
14
563
–
–
–
–
615
–
–
2
–
–
–
–
–
2
11
(8)
–
18
–
–
(129)
–
(108)
Liabilities –
FVTPL
(non-
derivative)1
–
–
–
(18)
–
–
–
–
(18)
Liabilities –
AC1
29
(1,325)
–
–
–
–
631
(15)
(680)
1 See table B 27.1/1 for definition of measurement categories
Income, Expense, Gains and Losses on Financial Instruments
€ million
Interest income
Interest expense
Income / expenses from affiliated
companies
Changes in fair value
Impairment losses
Impairment loss reversals
Exchange gains / losses
Other financial income / expenses
Net result
Assets –
AC1
Assets –
FVTPL1
FVTOCI (no
recycling)1
Derivatives
– no hedge
accounting
147
(56)
–
–
(209)
148
125
(3)
152
39
–
31
52
–
–
–
(12)
110
–
–
–
–
–
–
–
–
–
–
(10)
–
11
–
–
83
–
84
Liabilities –
FVTPL
(non-
derivative)1
–
(1)
–
(1)
–
–
–
–
(2)
Liabilities –
AC1
52
(1,490)
–
–
–
–
(290)
(33)
(1,761)
2019 figures restated
1 See table B 27.1/2 for definition of measurement categories
The interest income and expense from assets and liabilities within the AC category also included income
and expenses from interest-rate derivatives that qualified for hedge accounting. Income and expenses
from lease receivables and lease liabilities, respectively, are also included here.
The changes in the fair value of assets within the FVTPL category also included changes in the fair value of
the interests in Covestro and Elanco. Dividend income is reflected in income from affiliated companies,
while interest income from debt instruments within the FVPTL category is included in interest income. The
changes in the fair value of derivatives that do not qualify for hedge accounting related mainly to forward
commodity contracts and embedded derivatives.
B 27.1/5
2020
Total
128
(1,333)
16
563
(158)
111
(170)
(15)
(858)
B 27.1/6
2019
Total
238
(1,557)
31
62
(209)
148
(82)
(48)
(1,417)
Bayer Annual Report 2020
B Consolidated Financial Statements
230
Notes to the Statements of Financial Position
Changes in the fair value of (nonderivative) liabilities within the FVTPL category included changes in the fair
value of obligations for contingent consideration in connection with business acquisitions.
Derivatives that form part of a master netting arrangement, constitute a financial asset or liability and can
only be netted in the event of breach of contract by, or insolvency of, one of the contracting parties do not
satisfy, or only partially satisfy, the criteria for offsetting in the statement of financial position according to
IAS 32. The volume of such derivatives with positive fair values was €245 million (2019: €109 million), and
the volume with negative fair values was €331 million (2019: €298 million). Included here is an amount of
€111 million (2019: €74 million) in positive and negative fair values of derivatives concluded with the same
contracting party.
27.2 Maturity analysis
The liquidity risks to which the Bayer Group was exposed from its financial instruments at the end of the
reporting period comprised obligations for future interest and repayment installments on financial liabilities
and the liquidity risk arising from derivatives.
There were also loan commitments under as yet unpaid €965 million (2019: €965 million) and
€200 million (2019: €200 million) portions of the effective initial funds of Bayer-Pensionskasse VVaG and
Rheinische Pensionskasse VVaG, respectively, which may result in further payments by Bayer AG in
subsequent years.
Maturity Analysis of Financial Instruments
B 27.2/1
Dec. 31, 2020
2021
2022
2023
2024
2025
after 2025
Carrying
amount
Interest and repayment
4,463
4,455
6
2
–
–
–
€ million
Refund liabilities
Financial liabilities
Bonds and notes
Liabilities to banks
Remaining liabilities
36,745
3,601
1,214
5,287
3,596
335
Trade accounts payable
5,683
5,671
Other liabilities
Accrued interest on liabilities
Remaining liabilities
Liabilities from derivatives
Derivatives – hedge accounting
Derivatives – no hedge accounting
Receivables from derivatives
Derivatives – hedge accounting
Derivatives – no hedge accounting
Loan commitments
Financial guarantees
240
1,865
208
209
134
160
–
–
240
719
126
209
98
123
1,165
–
2,963
4,241
4,337
3,198
27,157
6
255
9
–
427
41
–
8
16
–
–
–
199
2
–
–
148
1
–
322
280
41
–
7
–
–
–
–
–
3
–
–
–
3
117
–
–
249
–
–
–
–
–
–
8
423
–
–
191
–
–
–
11
–
1
€ million
Refund liabilities
Financial liabilities
Bonds and notes
Liabilities to banks
Remaining liabilities
Bayer Annual Report 2020
B Consolidated Financial Statements
231
Notes to the Statements of Financial Position
Maturity Analysis of Financial Instruments
B 27.2/2
Dec. 31, 2019
2020
2021
2022
2023
2024
after 2024
Carrying
amount
Interest and repayment
4,239
4,134
103
2
–
–
–
33,569
3,988
1,340
1,900
672
443
5,895
3,455
335
Trade accounts payable
6,426
6,404
11
Other liabilities
Accrued interest on liabilities
Remaining liabilities
Liabilities from derivatives
Derivatives – hedge accounting
Derivatives – no hedge accounting
Receivables from derivatives
Derivatives – hedge accounting
Derivatives – no hedge accounting
Loan commitments
Financial guarantees
266
1,083
177
165
71
110
–
–
253
788
127
165
10
66
1,165
–
2
87
49
2
8
17
–
–
3,010
4,528
3,025
27,171
–
193
2
2
150
–
1
28
1
–
–
–
137
1
1
31
1
–
2
–
–
–
–
98
1
1
1
–
–
1
–
–
–
–
377
7
7
26
–
–
–
–
–
1
27.3 Information on derivatives
Asset and liability fair values and future cash flows are exposed to currency, interest-rate and commodity
price risks. Derivatives are used to reduce this risk. In some cases they are designated as hedging
instruments in a hedge accounting relationship.
Currency risks
Foreign currency receivables and liabilities are hedged using foreign exchange derivatives without the
existence of a hedge accounting relationship. In addition, cross-currency interest-rate swaps are
concluded to hedge intra-Group loans. Some of these swaps are designated as cash flow hedges in
hedge accounting.
Fluctuations in future cash flows resulting from forecasted foreign currency transactions and procurement
activities are avoided partly through derivatives contracts, most of which are designated as cash flow
hedges.
Interest-rate risk
The interest-rate risks from fixed-interest borrowings are managed in part using interest-rate swaps.
Two interest-rate swaps in the total amount of €200 million were designated as fair value hedges for the
€750 million bond issued in 2014 and maturing in 2021. In addition, two interest-rate swaps totaling
US$500 million were designated as fair value hedges for the US$2.5 billion bond issued in 2018 and
maturing in 2025. The carrying amounts of these bonds as of December 31, 2020, were €750 million and
€2,029 million, respectively. Hedge-related fair value adjustments of €0 million and €26 million increased
the carrying amounts to €750 million and €2,055 million, respectively. No material ineffective portions of
these hedges required recognition through profit or loss.
Interest-rate risks in connection with the issuance of new bonds were partially hedged through interest-
rate derivatives designated as cash flow hedges. The fair values of these derivatives as of the issuance
date will be amortized from reserves for cash flow hedges into interest income and expense over the term
of the bonds.
Bayer Annual Report 2020
B Consolidated Financial Statements
232
Notes to the Statements of Financial Position
Commodity price risks
Hedging contracts are also used to partly reduce exposure to fluctuations in future cash inflows and
outflows resulting from price changes on procurement and selling markets. Some of these contracts are
designated as cash flow hedges or fair value hedges.
Hedging of obligations under stock-based employee compensation programs
A portion of the obligations to make variable payments to employees under stock-based compensation
programs (Aspire) is hedged against share price fluctuations using derivatives contracts that are settled in
cash at maturity. These derivatives are designated as cash flow hedges.
Further information on cash flow hedges
Other comprehensive income from cash flow hedges increased in 2020 by €87 million (2019: decreased
by €115 million) due to changes in the fair values of derivatives. Total changes of €6 million in the fair
values of derivatives were recognized as income in 2020 (2019: €107 million recognized as expense)
through profit or loss.
The following table shows changes in reserves for cash flow hedges (before taxes), broken down
by risk category:
Changes in Reserves for Cash Flow Hedges (Before Taxes)
Currency
hedging of
recorded
transactions
Currency
hedging of
forecasted
transactions
Interest-rate
hedging of
forecasted
transactions
Commodity
price hedging
Hedging of
stock-based
employee
compensation
programs
11
–
(11)
–
–
–
–
–
–
(35)
(236)
196
–
(75)
258
(117)
–
66
245
–
(36)
–
209
(3)
(36)
–
170
(17)
(1)
–
17
(1)
17
1
14
31
(89)
122
(42)
–
(9)
(185)
146
–
(48)
€ million
December 31, 2018
Changes in fair values
Reclassified to profit or loss
Reclassified to inventories
December 31, 2019
Changes in fair values
Reclassified to profit or loss
Reclassified to inventories
December 31, 2020
B 27.3/1
Total
115
(115)
107
17
124
87
(6)
14
219
No material ineffective portions of these hedges required recognition through profit or loss in 2020.
The fair values of the derivatives in the major categories as of year-end are indicated in the following table
together with the included volumes of hedges:
Bayer Annual Report 2020
B Consolidated Financial Statements
233
Notes to the Statements of Financial Position
Fair Values of Derivatives
€ million
Currency hedging of recorded transactions2, 3
Forward exchange contracts
Cross-currency interest-rate swaps
Currency hedging of forecasted transactions2, 4
Forward exchange contracts
of which cash flow hedges
Currency options
of which cash flow hedges
Interest-rate hedging of recorded transactions2, 3
Interest-rate swaps
of which fair value hedges
Interest-rate hedging of forecasted transactions2, 4
Interest-rate swaps
of which cash flow hedges
Commodity price hedging2, 4
Forward commodity contracts
of which cash flow hedges
Commodity option contracts
Hedging of stock-based employee compensation programs2, 4
Forward share transactions
of which cash flow hedges
Total
of which current derivatives
for currency hedging
for interest-rate hedging5
for commodity price hedging
for hedging of stock-based employee compensation programs
B 27.3/2
Dec. 31, 2019
Dec. 31, 2020
Notional
amount1
Positive
fair value
Negative
fair value
Notional
amount1
Positive
fair value
Negative
fair value
15,895
15,711
184
5,395
5,279
5,121
116
116
645
645
645
–
–
–
823
797
426
26
706
706
706
23,464
21,793
20,913
–
690
190
60
59
1
17
16
14
1
1
16
16
16
–
–
–
23
21
14
2
26
26
26
142
86
65
2
19
–
(123)
(122)
(1)
(91)
(91)
(85)
–
–
–
–
–
–
–
–
(22)
(22)
(5)
–
(87)
(87)
(87)
(323)
(272)
(213)
–
(22)
(37)
16,518
16,388
130
3,965
3,707
3,323
258
258
608
608
608
2,100
2,100
2,100
925
917
512
8
482
482
482
24,598
23,640
20,436
2,300
743
161
112
69
43
107
102
97
5
5
29
29
29
–
–
–
20
18
3
2
–
–
–
268
234
203
11
20
–
(136)
(136)
–
(40)
(34)
(32)
(6)
(6)
–
–
–
(8)
(8)
(8)
(50)
(50)
–
–
(162)
(162)
(162)
(396)
(314)
(176)
(8)
(50)
(80)
1 The notional amount is reported as gross volume, which also contains economically closed hedges.
2 Derivatives with positive fair values are recognized under “Other financial assets” in the statement of financial position.
3 Derivatives with negative fair values are recognized under “Financial liabilities” in the statement of financial position.
4 Derivatives with negative fair values are recognized under “Other liabilities” in the statement of financial position.
5 The portion of the fair value of long-term interest-rate swaps that relates to short-term interest payments is reported as current.
Bayer Annual Report 2020
B Consolidated Financial Statements
234
Notes to the Statements of Financial Position
The hedging rates for the material currency pairs of the currency hedging derivatives existing at year-end
that qualified for hedge accounting were as follows:
Hedging Rates of Derivatives – Hedge Accounting
Currency hedging of forecasted transactions
Forward exchange contracts – cash flow hedges
EUR / BRL
EUR / CNH
EUR / USD
28. Leases
B 27.3/3
Dec. 31, 2019
Dec. 31, 2020
Short-term derivatives
Short-term derivatives
Average hedging rate
Average hedging rate
4.62
7.99
121.88
6.17
8.08
122.86
Lease contracts in which Bayer is the lessee mainly pertain to real estate, machinery, equipment or
vehicles. Lease contracts are negotiated individually and each contain different arrangements on
extension, termination or purchase options, for example.
Land and building leases in which Bayer is the lessee have average terms of 7.7 years (2019: 6.5 years). In
many cases, the payments agreed under these leases are adjusted annually based on the development of
the consumer price index for the respective country. Building leases generally contain clauses that prohibit
subleasing except with the consent of the lessor. Leases of assets other than land or buildings have
average terms of 6.4 years (2019: 4.2 years).
Approximately half (2019: approximately half) of all contracts (excluding vehicle leases) contain an option
for Bayer as lessee to terminate the lease on a date specified in the contract, while roughly half (2019:
roughly one-third) of all contracts with a fixed minimum term (excluding vehicle leases) grant Bayer as
lessee an extension option. Vehicle leases generally contain a right of early return and an extension option.
The following right-of-use assets are recognized under property, plant and equipment:
Right-of-Use Assets
€ million
Land and buildings
Investment property
Plant installations and machinery
Furniture, fixtures and other equipment
Construction in progress and advance payments
Total
B 28/1
Dec. 31, 2019
Dec. 31, 2020
765
4
165
243
96
760
5
131
198
6
1,273
1,100
Additions to right-of-use assets in 2020 amounted to €386 million (2019: €333 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
235
Notes to the Statements of Financial Position
The maturities of the outstanding lease payments were as follows:
Maturities of Lease Payments
€ million
Maturing within 1 year
Maturing in 1–5 years
Maturing after 5 years
Total
B 28/2
Dec. 31, 2019
Dec. 31, 2020
358
759
377
1,494
262
717
423
1,402
Further details of lease liabilities are given in Note [24].
The depreciation of right-of-use assets in 2020 pertained to the following asset groups:
Depreciation of Right-of-Use Assets
€ million
Land and buildings
Plant installations and machinery
Furniture, fixtures and other equipment
Total
B 28/3
2019
2020
236
29
119
384
219
60
107
386
In addition, the following amounts were recognized in the income statement in 2020 in connection with
lease contracts in which Bayer was the lessee:
Income Statement Impact of Leases
€ million
Interest expense for the unwinding of discount on lease liabilities
Expenses for short-term leases with terms longer than one month and up to 12 months
Expenses for leases with low-value underlying assets (excluding short-term leases)
Expenses for variable lease payments not included in the measurement of the lease liability
Income from subleasing of right-of-use assets
Gains or losses on sale-and-leaseback transactions
Total
B 28/4
2020
(64)
(258)
(2)
(11)
5
2
2019
(65)
(275)
(8)
(10)
5
1
(352)
(328)
Cash outflows related to lessee activities in 2020 amounted to €687 million (2019: €793 million).
Unrecognized liabilities of €17 million existed as of December 31, 2020, for short-term leases that
had not yet commenced (December 31, 2019: €15 million). Leases signed but not yet commenced as
of December 31, 2020 (other than short-term leases) amounted to €176 million (2019: €31 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
236
Notes to the Statements of Financial Position
29. Contingent liabilities and other financial commitments
Contingent liabilities
The following warranty contracts and other contingent liabilities existed at the end of the reporting period:
Contingent Liabilities
€ million
Warranties
Other contingent liabilities
Total
B 29/1
Dec. 31, 2019
Dec. 31, 2020
98
3,099
3,197
122
2,764
2,886
Other contingent liabilities as of December 31, 2020, amounted to approximately €2,764 million
(December 31, 2019: €3,099 million) and primarily related to tort, tax or labor law and other matters in
countries including Germany, the United States, Brazil and Italy.
Other financial commitments
The other financial commitments were as follows:
Other Financial Commitments
€ million
Commitments under purchase agreements for property, plant and equipment
Contractual obligation to acquire intangible assets
Capital contribution commitments
Unpaid portion of the effective initial fund
Potential payment obligations under collaboration agreements
Sales-based milestone payment commitments from the acquisition of intangible
assets
Total
B 29/2
Dec. 31, 2019
Dec. 31, 2020
841
227
413
1,165
2,620
3,084
8,350
702
203
357
1,165
3,703
2,493
8,623
B 29/3
The potential maturities of payment obligations under collaboration agreements and revenue-based
milestone payment commitments arising from the acquisition of intangible assets are as follows:
Maturities of Other Financial Liabilities
€ million
Maturing within 1 year
Maturing in 1–5 years
Maturing after 5 years
Total
Payment obligations under
collaboration agreements
Revenue-based milestone
payment commitments
2019
215
661
1,744
2,620
2020
174
1,039
2,490
3,703
2019
75
1
3,008
3,084
2020
-
76
2,417
2,493
Bayer Annual Report 2020
B Consolidated Financial Statements
237
Notes to the Statements of Financial Position
The Bayer Group has entered into cooperation agreements with third parties under which it has agreed to
fund various projects or has assumed other payment obligations based on the achievement of certain
milestones or other specific conditions. The amounts shown represent the maximum payments to be
made, and it is unlikely that they will all fall due. Since the achievement of the conditions for payment is
highly uncertain, both the amounts and the dates of the actual payments may vary considerably from those
stated in the table. The increase in 2020 in potential payment obligations under collaboration agreements
was largely due to new collaboration and licensing agreements with Atara Biotherapeutics, Inc., South San
Francisco, United States, Systems Oncology, LLC, Scottsdale, United States, Curadev Pharma Pvt Ltd,
New Delhi, India, and Exscientia Ltd., Oxford, United Kingdom. The decline in commitments to make
sales-based milestone payments was due to contractual adjustments to existing agreements
30. Legal risks
As a global company with a diverse business portfolio, the Bayer Group is exposed to numerous legal
risks, particularly in the areas of product liability, competition and antitrust law, anticorruption, patent
disputes, tax assessments and environmental matters. The outcome of any current or future proceedings
cannot normally be predicted. It is therefore possible that legal or regulatory judgments or future
settlements could give rise to expenses that are not covered, or not fully covered, by insurers’
compensation payments and could significantly affect our sales and earnings. Legal proceedings we
currently consider to be material are outlined below. The legal proceedings referred to do not represent an
exhaustive list.
Product-related litigation
Xarelto™: In the United States, a large number of plaintiffs alleged personal injuries from the use of
Xarelto™, an oral anticoagulant for the treatment and prevention of blood clots. Alleged injuries include
cerebral, gastrointestinal or other bleeding and death. Plaintiffs seek compensatory and punitive damages.
They claim, among other things, that Xarelto™ is defective and that Bayer knew or should have known of
these risks associated with the use of Xarelto™ and failed to adequately warn its users. In 2019, after
prevailing in all six cases that went to trial, Bayer and Janssen Pharmaceuticals reached a global
agreement to settle virtually all pending US cases for US$775 million. In January 2020, the settlement –
split equally between the two companies – was fully funded and all pending appeals have been dismissed.
The claims administrator has begun the process of fund allocation and dismissals of the settled cases will
follow. Any remaining cases will need to satisfy requirements or be subject to dismissal.
As of February 3, 2021, eleven Canadian lawsuits relating to Xarelto™ seeking class action certification
and one individual action had been served upon Bayer. Two of the proposed class actions have been
certified. Bayer believes it has meritorious defenses and intends to defend itself vigorously.
Essure™: In the United States, a large number of lawsuits by users of Essure™, a medical device offering
permanent birth control with a nonsurgical procedure, had been served upon Bayer. Plaintiffs allege
personal injuries from the use of Essure™, including hysterectomy, perforation, pain, bleeding, weight
gain, nickel sensitivity, depression and unwanted pregnancy, and seek compensatory and punitive
damages.
Bayer Annual Report 2020
B Consolidated Financial Statements
238
Notes to the Statements of Financial Position
By February 3, 2021, Bayer had reached agreements in principle with plaintiff law firms to resolve
approximately 99% of the nearly 40,000 total filed and unfiled U.S. Essure™ claims involving women who
allege device-related injuries. The settlements include all of the jurisdictions with significant volumes of
Essure™ cases, including the state of California Joint Council Coordinated Proceedings (JCCP) and the
Federal District Court for the Eastern District of Pennsylvania (EDPA). The company will pay approximately
US$1.6 billion to resolve these claims, including an allowance for outstanding claims, and is in resolution
discussions with counsel for the remaining plaintiffs. At the same time, we continue to support the safety
and efficacy of the Essure™ device and are prepared to vigorously defend it in litigation where no amicable
resolution can be achieved.
As of February 3, 2021, two Canadian lawsuits relating to Essure™ seeking class action certification had
been served upon Bayer. One of the proposed class actions was certified. Certification in the other class
action has been denied; the decision is not yet final. Bayer believes it has meritorious defenses and intends
to defend itself vigorously.
Class actions over neonicotinoids in Canada: Proposed class actions against Bayer were filed in Quebec
and Ontario (Canada) concerning crop protection products containing the active substances imidacloprid
and clothianidin (neonicotinoids). The plaintiffs are honey producers, who have filed a proposed nationwide
class action in Ontario and a Quebec-only class action in Quebec. Plaintiffs claim for compensatory
damages and punitive damages and allege Bayer and another crop protection company were negligent in
the design, development, marketing and sale of neonicotinoid pesticides. The proposed Ontario class
action is in a very early procedural phase. In Quebec, a court certified a class proposed by plaintiffs in
2018. Bayer believes it has meritorious defenses and intends to defend itself vigorously.
Roundup™ (glyphosate): As of February 3, 2021, lawsuits from approximately 61,800 plaintiffs claiming to
have been exposed to glyphosate-based products manufactured by Bayer’s subsidiary Monsanto had
been served upon Monsanto in the United States. Glyphosate is the active ingredient contained in a
number of Monsanto’s herbicides, including Roundup™-branded products. Plaintiffs allege personal
injuries resulting from exposure to those products, including non-Hodgkin lymphoma (NHL) and multiple
myeloma, and seek compensatory and punitive damages. Plaintiffs claim, inter alia, that the glyphosate-
based herbicide products are defective and that Monsanto knew, or should have known, of the risks
allegedly associated with such products and failed to adequately warn its users. Additional lawsuits are
anticipated. The majority of plaintiffs have brought actions in state courts in Missouri and California. Cases
pending in U.S. federal courts have been consolidated in an MDL in the Northern District of California for
common pre-trial management.
In June 2020, Monsanto reached an agreement in principle with plaintiffs, without admission of liability, to
settle most of the current Roundup™ litigation, involving most of the total approximately 125,000 then
known filed and unfiled claims, and to put in place a mechanism to resolve potential future claims. The
total costs of the executed and additional inventory settlements for all outstanding claims are currently
expected to be up to US$9.6 billion. Monsanto continues in its efforts to reach settlement in a substantial
number of the outstanding claims in the coming months. Monsanto may withdraw from the various
settlement agreements if certain eligibility and participation rates are not satisfied. Plaintiffs who opt out of
a settlement have the right to pursue their claims separately against the company.
Bayer Annual Report 2020
B Consolidated Financial Statements
239
Notes to the Statements of Financial Position
As regards potential future litigation, the company intends to make an additional payment to support a
separate class agreement between Monsanto and plaintiffs’ counsel. In July 2020, Judge Chhabria of the
U.S. District Court for the Northern District of California issued a pre-trial order raising concerns about
certain aspects of the class settlement agreement and stating that he was tentatively inclined to deny the
motion. The parties subsequently withdrew their motion, worked to comprehensively address the court’s
questions, and on February 3, 2021 filed with the court a revised class agreement and accompanying
motion for preliminary approval of that settlement. Bayer remains strongly committed to a resolution that
simultaneously addresses the current litigation on reasonable terms and provides a viable solution to
manage and resolve future litigation.
The three cases that have so far gone to trial – Johnson, Hardeman and Pilliod – are continuing through
the appeals process and are not covered by the settlement. In July 2020, the Court of Appeal of the State
of California (First Appellate District) affirmed the judgment in favor of Johnson but reduced the total
judgment from US$78.5 million to approximately US$20.5 million. The court reduced the total
compensatory damages award from US$39.3 million to approximately US$10.25 million and the punitive
damages award to the same amount. The parties have separately petitioned for appeal to the Supreme
Court of California. In October 2020, the court denied the request to review the appeal. Both parties have
the option to petition for appeal to the U.S. Supreme Court. Oral argument before the Ninth Circuit Court
of Appeal in the first federal case to go to trial (Hardeman) took place in October 2020. A decision by the
court is expected for mid-2021. Briefing is complete in the Pilliod case appeal, and no date for oral
argument has yet been scheduled. Bayer is convinced that the verdicts are not supported by the evidence
at trial and the law and therefore intends to pursue the appeals vigorously.
As of February 3, 2021, a total of 22 Canadian lawsuits relating to Roundup™ and 14 seeking class action
certification had been served upon Bayer.
Bayer believes it has meritorious defenses and intends to defend the safety of glyphosate and our
glyphosate-based formulations vigorously.
Dicamba: As of February 3, 2021, lawsuits from approximately 250 plaintiffs had been served upon
Bayer’s subsidiary Monsanto and co-defendant BASF in both state and federal courts in the United States
alleging that Monsanto’s XtendiMaxTM herbicide as well as other products containing dicamba caused crop
damage from off-target movement. Plaintiffs claim, inter alia, that Monsanto and BASF knew or should
have known that the application of dicamba would cause such damage and failed to prevent it. In 2018,
35 separate cases were coordinated in an MDL before a federal court in Missouri; the number of cases in
the MDL as of February 3, 2021, is approximately 80. In February 2020, the first trial in the MDL
proceeding (Bader Farms) resulted in a US$265 million award to the plaintiff, consisting of compensatory
damages of US$15 million and punitive damages of US$250 million. We disagreed with the decision and
filed post-trial motions asking the court to vacate the entire verdict, order a new trial, and / or significantly
reduce the punitive damages amount. There was no competent evidence presented at trial which showed
that Monsanto’s products were present on the farm and were responsible for the alleged losses. In
November 2020, the court denied the post-trial motions but lowered the punitive damages from
US$250 million to US$60 million and left intact the US$15 million compensatory award, thereby making
the total award US$75 million. Both Monsanto and BASF are jointly and severally liable for the total
US$75 million award. Monsanto has appealed to the U.S. Court of Appeals for the 8th Circuit.
Bayer Annual Report 2020
B Consolidated Financial Statements
240
Notes to the Statements of Financial Position
In June 2020, Monsanto reached a global agreement with the plaintiffs to settle the dicamba litigation. The
settlement provides for the payment of substantiated claims by soybean growers in crop years 2015–2020
who can demonstrate a yield loss due to the application of dicamba products over an Xtend crop. That
portion of the settlement is capped at US$300 million. The settlement also provides additional funds of up
to US$100 million to pay for claims of dicamba damage by growers of other, non-soybean crops, as well
as attorneys’ fees, litigation costs, and settlement administration. The settlement assumes a minimum
participation rate of 97% of the existing dicamba cases and claims, failing which Monsanto has an option
to cancel the settlement agreement. The Bader Farms case is not included in the settlement. In July 2020,
a group of approximately 50 Texas vineyard growers approached Monsanto and asserted claims relating
to alleged dicamba damage to their vineyards. Those claimants have not yet filed suit, and Monsanto has
entered into a tolling and standstill agreement in order to evaluate their claims.
Insurance against statutory product liability claims
In connection with the above-mentioned product-related litigations, Bayer is insured against statutory
product liability claims to the extent customary in the respective industries and has, based on the
information currently available, taken corresponding accounting measures. The accounting measures
relating to, in particular, Essure™, dicamba and Roundup™ (glyphosate) claims exceed the available
insurance coverage.
Patent disputes
Adempas™: In 2018, Bayer filed patent infringement lawsuits in a U.S. federal court against Alembic
Pharmaceuticals Limited, Alembic Global Holding SA, Alembic Pharmaceuticals, Inc. and INC Research,
LLC (together “Alembic”), against MSN Laboratories Private Limited and MSN Pharmaceuticals Inc.
(together “MSN”) and against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Ltd.
(together “Teva”). In 2017, Bayer had received notices of an Abbreviated New Drug Application with a
paragraph IV certification (“ANDA IV”) pursuant to which Alembic, MSN and Teva each seek approval of a
generic version of Bayer’s pulmonary hypertension drug Adempas™ in the United States. In 2018, the
court decided, upon a joint request by Bayer and Teva, that Bayer’s patent is valid and infringed by Teva.
This terminated the patent dispute with Teva. In 2019, the lawsuit against Alembic was dismissed after the
expiry of the only patent at issue in the dispute with Alembic. The patent upheld in the proceeding against
Teva continued to be at issue in the dispute with MSN. In December 2020, the parties entered into a
settlement agreement pursuant to which MSN was granted a license under the relevant patents to market
a generic version of Adempas™ tablets beginning on a date shortly before the expiration of Bayer’s patent
for the active ingredient in 2026 (or earlier under certain circumstances). This terminates the patent
disputes regarding Adempas™.
Betaferon™ / Betaseron™: In 2010, Bayer filed a complaint against Biogen Idec MA Inc. in a U.S. federal
court seeking a declaration by the court that a patent issued to Biogen in 2009 is invalid and not infringed
by Bayer’s production and distribution of Betaseron™, Bayer’s drug product for the treatment of multiple
sclerosis. Biogen is alleging patent infringement by Bayer through Bayer’s production and distribution of
Betaseron™ and Extavia™ and has sued Bayer accordingly. Bayer manufactures Betaseron™ and
distributes the product in the United States. Extavia™ is also a drug product for the treatment of multiple
sclerosis; it is manufactured by Bayer, but distributed in the United States by Novartis Pharmaceuticals
Corporation, another defendant in the lawsuit. In 2016, the U.S. federal court decided a disputed issue
regarding the scope of the patent in Biogen’s favor. Bayer disagrees with the decision, which may be
appealed at the conclusion of the proceedings in the U.S. federal court. In 2018, a jury decided that
Biogen’s patent is invalid at the end of a trial regarding Biogen’s claims against EMD Serono, Inc.
(“Serono”) and Pfizer Inc. (“Pfizer”) for infringement of the same patent. In the same year, the court
overturned the jury decision and granted judgment in favor of Biogen. Serono and Pfizer appealed. In
September 2020, the U.S. Court of Appeals for the Federal Circuit decided that Biogen’s patent is invalid.
Biogen may seek a review of the decision.
Bayer Annual Report 2020
B Consolidated Financial Statements
241
Notes to the Statements of Financial Position
Jivi™ (BAY94-9027): In 2018, Nektar Therapeutics (“Nektar”), Baxalta Incorporated and Baxalta U.S., Inc.
(together “Baxalta”) filed another complaint in a U.S. federal court against Bayer alleging that BAY94-9027,
approved as Jivi™ in the United States for the treatment of hemophilia, infringes five patents by Nektar.
The five patents are part of a patent family registered in the name of Nektar and further comprising a
European patent application with the title “Branched polymers and their conjugates.” This patent family is
different from the one at issue in the earlier patent disputes still pending in the United States and Germany.
In 2018, Bayer filed a lawsuit in the administrative court of Munich, Germany, claiming rights to the
European patent application based on a past collaboration between Bayer and Nektar in the field of
hemophilia. In 2017, Baxalta and Nektar had already filed a complaint in the same U.S. federal court
against Bayer alleging that BAY94-9027 infringes seven other patents by Nektar. The seven patents are
part of a patent family registered in the name of Nektar and further comprising European patent
applications with the title “Polymer-factor VIII moiety conjugates” which are at issue in a lawsuit Bayer had
filed against Nektar in 2013 in the district court of Munich, Germany. In this proceeding, Bayer claims
rights to the European patent applications based on a past collaboration between Bayer and Nektar in the
field of hemophilia. However, Bayer believes that the patent families do not include any valid patent claim
relevant for Jivi™. In parallel proceedings before the same U.S. district court over infringement of a Bayer
patent by Baxalta’s hemophilia treatment Adynovate™, the court ordered Baxalta in 2019 to pay
US$181 million to Bayer following a jury trial; the order is subject to an appeal filed by Baxalta.
Bollgard II RR Flex™ / Intacta™: In 2019, the Cotton Producers Association of the State of Mato Grosso
(AMPA) in Brazil filed a patent invalidity action in federal court seeking to invalidate four of Bayer's patents
covering Bollgard II RR Flex™, a cotton technology owned by Bayer. In January 2020, the Brazilian patent
office, in the court proceedings, acknowledged the validity of all four challenged patents. Two of the
patents are also being challenged in administrative nullity proceedings before the Brazilian patent office.
One of the patents, the promoter patent, is also at issue in a patent invalidation action filed in Brazilian
federal court by the Soybean Growers Association from the State of Mato Grosso (Aprosoja/MT) in 2017
regarding the Intacta™ soybean technology. In addition to the patent invalidity claims, both lawsuits seek a
refund of twice the amount of the paid royalties. Both lawsuits were filed as collective actions and are
proceeding before the same federal judge. Bayer's Intacta™ soybean technology is further protected by
two other patents, one of which has been challenged in administrative nullity proceedings before the
Brazilian patent office by the Soybean Growers Association from the State of Rio Grande do Sul
(Aprosoja/RS).
Bayer believes it has meritorious defenses in the above ongoing patent disputes and intends to defend
itself vigorously.
Further legal proceedings
Trasylol™ / Avelox™: A qui tam complaint relating to marketing practices for Trasylol™ (aprotinin) and
Avelox™ (moxifloxacin) filed by a former Bayer employee is pending in the U.S. District Court in New
Jersey. The case is proceeding with discovery. The U.S. government has declined to intervene at the
present time.
Baycol™: A qui tam complaint (filed by the same relator as in the Trasylol™ / Avelox™ complaint) asserting
Bayer fraudulently induced a contract with the Department of Defense is pending in the U.S. District Court
in Minnesota. The case is proceeding with discovery.
BASF arbitration: In 2019, Bayer was served with a request for arbitration by BASF SE. BASF alleges to
have indemnification claims under the asset purchase agreements signed in 2017 and 2018 related to the
divestment of certain Crop Science businesses to BASF. BASF alleges that particular cost items, including
certain personnel costs, had not been appropriately disclosed and allocated to some of the divested
businesses. Bayer believes it has meritorious defenses and intends to defend itself vigorously.
Bayer Annual Report 2020
B Consolidated Financial Statements
242
Notes to the Statements of Financial Position
Newark Bay environmental matters: In the United States, Bayer is one of numerous parties involved in a
series of claims brought by federal and state environmental protection agencies. The claims arise from
operations by entities which historically were conducted near Newark Bay or surrounding bodies of water,
or which allegedly discharged hazardous waste into these waterways or onto nearby land. Bayer and the
other potentially responsible parties are being asked to remediate and contribute to the payment of past
and future remediation or restoration costs and damages. In 2016, Bayer learned that two major potentially
responsible parties had filed for protection under Chapter 11 of the U.S. Bankruptcy Code. While Bayer
remains unable to determine the extent of its liability for these matters, this development is likely to
adversely affect the share of costs potentially allocated to Bayer.
In the Lower Passaic River matter, a group of more than 60 companies including Bayer is investigating
contaminated sediments in the riverbed under the supervision of the United States Environmental
Protection Agency (EPA) and other governmental authorities. Future remediation will involve some form of
dredging, the nature and scope of which are not yet defined, and potentially other tasks. Occidental
Chemical Company (“OCC”), one of the parties potentially liable for cleanup costs in the Lower Passaic
River, is performing the remedial design under a consent order with the EPA. Bayer will ultimately be asked
to share in the cost of the investigation and the remediation work, which may be substantial if the final
remedy involves extensive dredging and disposal of impacted sediments. Bayer, along with a number of
other parties, is participating in an EPA-sponsored but non-binding allocation process before an
independent allocator. In December 2020, the allocator issued its final report, which the company is
evaluating. In 2018, OCC filed a lawsuit in New Jersey federal court seeking contribution and cost recovery
from dozens of other potentially responsible parties, including a Bayer subsidiary, for past and future
response costs. Discovery is proceeding and Bayer is currently unable to determine the extent of its
liability in this matter. In the Newark Bay matter, OCC is currently conducting an investigation of sediments
in Newark Bay under EPA supervision. The investigation is in a preliminary stage. Bayer has contributed to
certain investigation costs in the past and may incur costs for future response activities in Newark Bay.
Bayer has also been notified by governmental authorities acting as natural resource trustees that it may
have liability for natural resource damages arising from the contamination of the Lower Passaic River,
Newark Bay and surrounding water bodies. Bayer is currently unable to determine the extent of its liability.
Asbestos: In many cases, plaintiffs allege that Bayer and co-defendants employed third parties on their
sites in past decades without providing them with sufficient warnings or protection against the known
dangers of asbestos. Additionally, a Bayer affiliate in the United States is the legal successor to companies
that sold asbestos products until 1976. Union Carbide has agreed to indemnify Bayer for this liability.
Similarly, Bayer’s subsidiary Monsanto faces numerous claims based on exposure to asbestos at
Monsanto premises without adequate warnings or protection and based on the manufacture and sale of
asbestos-containing products. Bayer believes it has meritorious defenses and intends to defend itself
vigorously.
PCBs: Bayer’s subsidiary Monsanto has been named in lawsuits brought by various governmental entities
in the United States claiming that Monsanto, Pharmacia and Solutia, collectively as a manufacturer of
PCBs, should be responsible for a variety of damages due to PCBs in the environment, including bodies of
water, regardless of how PCBs came to be located there. PCBs are chemicals that were widely used for
various purposes until the manufacture of PCBs was prohibited by the EPA in the United States in 1979.
In June 2020, Bayer reached an agreement for a nation-wide class settlement to settle claims of
approximately 2,500 municipal government entities across the United States for a total payment, including
class benefits and attorney fees, of approximately US$650 million. This settlement assumes a minimum
participation rate of 98% of all qualified municipal entities, failing which Monsanto will have the option to
cancel the settlement agreement. In November 2020, the court denied, without prejudice, the motion
for preliminary approval and identified certain discreet areas of concern. In December 2020, the parties
filed a revised class agreement. This agreement will require court approval before it becomes effective.
Bayer Annual Report 2020
B Consolidated Financial Statements
243
Notes to the Statements of Financial Position
Additionally, in June 2020, Bayer reached agreements to settle individual suits brought by the Attorneys
General of the States of New Mexico and Washington, as well as the District of Columbia for a total
amount of approximately US$170 million. Individual suits by Attorneys General of the States of Ohio,
Pennsylvania, New Hampshire and Oregon remain pending. Bayer will continue its vigorous defense of
any case that remains pending.
Monsanto also faces numerous lawsuits claiming personal injury and / or property damage due to use of
and exposure to PCB products. Recently, we have seen an increasing number of claims and lawsuits
alleging health damage due to exposure at the claimant’s former or current workplace in buildings
contaminated with PCB. We believe that we also have meritorious defenses in these matters and intend to
defend ourselves vigorously.
Tax proceedings
Stamp taxes in Greece: In 2014, 2016 and 2017, a Greek administrative court of first instance dismissed
Bayer’s lawsuits against the assessment of stamp taxes and contingent penalties in a total amount of
approximately €130 million on certain intra-Group loans to a Greek subsidiary. In November 2020, the
Greek Supreme Court decided in favor of Bayer in all cases.
Bayer Annual Report 2020
B Consolidated Financial Statements
244
Notes to the Statements of Cash Flows
Notes to the Statements
of Cash Flows
The statement of cash flows shows how cash inflows and outflows during the fiscal year affected the cash
and cash equivalents of the Bayer Group.
Of the cash and cash equivalents, an amount of €0 million (2019: €19 million) had limited availability due to
foreign exchange restrictions.
The cash flows reported by consolidated companies outside the eurozone are translated at average
monthly exchange rates. Cash and cash equivalents are translated at closing rates. The “Change in cash
and cash equivalents due to exchange rate movements” is reported in a separate line item.
31. Net cash provided by (used in) operating, investing
and financing activities
The operating cash flow (total) in 2020 amounted to €4,903 million (2019: €8,207 million), of which
€4,569 million (2019: €7,983 million) pertained to continuing operations. The decline compared with
the prior year was attributable in particular to payments of €3.9 billion made to resolve litigations, mainly
within our Crop Science Division.
Net cash used in investing activities in 2020 amounted to €4,073 million (2019: €671 million). Cash
outflows for additions to property, plant and equipment and intangible assets totaled €2,418 million (2019:
€2,650 million). Cash inflows from divestments came to €4,315 million and mainly arose from the sale of
the Animal Health business unit. Cash of €143 million was transferred in this transaction. Cash outflows for
acquisitions amounted to €2,294 million. This includes the acquisitions of Asklepios BioPharmaceutical,
Inc., (AskBio), Durham, North Carolina, United States, and KaNDy Therapeutics Ltd., Stevenage, United
Kingdom, among others. Cash of €31 million was acquired with the transactions. Net cash outflows for
current financial assets were €4,455 million (2019: €303 million), the increase from the previous year being
mainly due to investments in money market funds. The inflows of €1.5 billion in the fourth quarter from the
sale of Elanco shares were also included in this line item and had an opposing effect.
Net cash of €423 million was provided by financing activities in 2020 (2019: net cash of €8,389 million was
used in financing activities). There were net borrowings of €4,467 million (2019: net loan repayments of
€4,296 million). The change from the prior year was partly attributable to the €6.0 billion bond issuance in
July 2020 and bond repayments of €3.6 billion in the fourth quarter of the prior year. Net interest payments
declined to €1,276 million (2019: €1,478 million). The dividend payment amounted to €2,768 million
(2019: €2,615 million).
Bayer Annual Report 2020
B Consolidated Financial Statements
245
Notes to the Statements of Cash Flows
The changes in financial liabilities in 2020 are presented in the following table:
Cash flows
Noncash changes
Dec. 31,
2019
Acquisition
divestment
Currency
effects
New
contracts
IFRS 16
Fair value
changes1
Dec. 31,
2020
B 31/1
Financial Liabilities
€ million
Bonds and notes
Liabilities to banks
Lease liabilities
Liabilities from derivatives
Other financial liabilities
33,569
4,868
4,062
1,251
123
89
16
(371)
(180)
134
–
12
8
–
–
(1,777)
(419)
(76)
(9)
(146)
Total
39,094
4,467
20
(2,427)
1 Including effects of unwinding of discount
The changes in financial liabilities in 2019 were as follows:
–
–
307
–
–
307
85
–
18
202
–
305
36,745
3,671
1,137
136
77
41,766
B 31/2
Financial Liabilities
€ million
Bonds and notes / promissory
notes
Liabilities to banks
Lease liabilities
Liabilities from derivatives
Other financial liabilities
Cash flows
Noncash changes
Dec. 31,
2018
Acquisition
divestment
Currency
effects
New
contracts
IFRS 162
Fair value
changes1
Dec. 31,
2019
35,402
4,865
399
172
556
(2,518)
(789)
(442)
(70)
(477)
–
(4)
(30)
–
–
(34)
637
(10)
10
68
5
–
–
1,309
–
–
710
1,309
48
–
5
(47)
5
11
33,569
4,062
1,251
123
89
39,094
Total
41,394
(4,296)
1 Including effects of unwinding of discount
2 Lease liabilities increased by €1.0 billion as of January 1, 2019 due to the first-time application of IFRS 16.
Bayer Annual Report 2020
B Consolidated Financial Statements
246
Other Information
Other Information
32. Audit fees
Prof. Frank Beine signed the Independent Auditor’s Report for the first time for the year ended December
31, 2017, and Michael Mehren for the first time for the year ended December 31, 2019. Prof. Frank Beine
is the responsible auditor.
The following fees for the services of the worldwide network of Deloitte or Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte GmbH WPG) were recognized as expenses:
Audit Fees
€ million
Financial statements auditing
Audit-related services and other audit work
Tax consultancy
Other services
Total
B 32/1
of which Deloitte
GmbH WPG
2019
2020
5
7
–
–
12
5
2
–
–
7
Deloitte
2020
13
5
3
–
21
2019
14
8
4
3
29
The fees for the financial statements audit services of Deloitte GmbH Wirtschaftsprüfungsgesellschaft
primarily comprised those for the audits of the consolidated financial statements of the Bayer Group and of
the financial statements of Bayer AG and its subsidiaries. The audit-related services and other audit work
performed by Deloitte GmbH Wirtschaftsprüfungsgesellschaft in 2020 mainly concerned the sale of Animal
Health and largely consisted of voluntary financial statements audits and reviews. In addition, other Deloitte
companies performed financial statements audit services for subsidiaries of Bayer AG, compliance-related
tax consultancy services that do not materially or directly impact the consolidated financial statements of
the Bayer Group or the financial statements of Bayer AG.
33. Related parties
Related parties as defined in IAS 24 are those legal entities and natural persons that are able to exert
influence on Bayer AG and its subsidiaries or over which Bayer AG or its subsidiaries exercise control or
joint control or have a significant influence. They include, in particular, nonconsolidated subsidiaries
accounted for at fair value, joint ventures and associates accounted for at fair value or using the equity
method, and post-employment benefit plans. Related parties also include the corporate officers of
Bayer AG whose compensation is reported in Note [34] and in the Compensation Report, which forms
part of the Combined Management Report.
Related Parties
€ million
Nonconsolidated
subsidaries
Joint ventures
Associates
Post-employment
benefit plans
Sales of goods
and services
Purchase of goods
and services
Receivables
Liabilities
2019
2020
2019
2020
2019
2020
2019
2020
3
3
5
–
17
3
–
–
3
–
–
–
1
–
–
–
14
5
–
26
–
–
33
58
63
30
21
46
871
886
156
160
B 33/1
Bayer Annual Report 2020
B Consolidated Financial Statements
247
Other Information
Intercompany profits and losses for companies accounted for in the consolidated financial statements
using the equity method were immaterial in 2020 and 2019.
Bayer AG has undertaken to provide jouissance right capital (Genussrechtskapital) in the form of an
interest-bearing loan with a nominal volume of €150 million (2019: €150 million) for Bayer-Pensionskasse
VVaG. The entire amount remained drawn as of December 31, 2020. The carrying amount was
€156 million (2019: €154 million). The loan capital provided to Bayer-Pensionskasse VVaG for its
effective initial fund had a nominal volume of €635 million as of December 31, 2020 (December 31,
2019: €635 million). The carrying amount was €653 million (2019: €652 million). The outstanding
receivables, comprised of different tranches, are each subject to a five-year interest-rate adjustment
mechanism. Interest income of €13 million was recognized in 2020 (2019: €12 million) along with income
of €13 million (2019: income of €22 million) due to fair value changes.
No material impairment losses on receivables from related parties were recognized in 2020 or 2019.
34. Total compensation of the Board of Management
and the Supervisory Board, advances and loans
In 2020, the compensation of the Board of Management and the Supervisory Board totaled
€20,137 thousand (2019: €39,035 thousand), with the compensation of the Supervisory Board
amounting to €3,866 thousand (2019: €3,938 thousand) and that of the Board of Management
to €16,271 thousand (2019: €35,097 thousand). The compensation of the Supervisory Board was
comprised entirely of short-term components. The total compensation of the Board of Management
comprised a short-term component of €9,684 thousand (2019: €15,211 thousand) and a long-term
component of €6,587 thousand (2019: €11,172 thousand). The long-term component included
stock-based compensation of €3,212 thousand (2019: €7,733 thousand). In 2019, a severance
payment of €8,714 thousand was granted in connection with the termination of a service contract.
Pension payments to former members of the Board of Management and their surviving dependents in
2020 amounted to €12,315 thousand (2019: €12,078 thousand). The defined benefit obligation for former
members of the Board of Management and their surviving dependents amounted to €208,524 thousand
(2019: €199,454 thousand). There were no advances or loans to members of the Board of Management
or the Supervisory Board outstanding as of December 31, 2020, or at any time during 2020 or 2019.
Further details of the compensation of the Board of Management and Supervisory Board are given in the
Compensation Report, which forms part of the Management Report.
Bayer Annual Report 2020
B Consolidated Financial Statements
248
Other Information
35. Events after the end of the reporting period
Bond issuance
On January 7, 2021, Bayer AG placed bonds with a total volume of €4 billion. The four tranches with
volumes between €0.8 billion and €1.2 billion have maturities of 4 years, 8 years, 10.5 years and 15 years
and bear coupons of 0.050%, 0.375%, 0.625% and 1.000%, respectively.
Repayment of financial liabilities
The outstanding amount of US$3.8 billion from the syndicated credit facility drawn in June 2018 as
bridge financing for the acquisition of Monsanto was repaid in full on January 20, 2021. On January 25,
2021, Bayer AG repaid a €750 million bond at maturity.
Sales of Covestro shares
The remaining interest in Covestro AG (5.4 million shares) was sold in January 2021.
Leverkusen, February 16, 2021
Bayer Aktiengesellschaft
The Board of Management
Bayer Annual Report 2020
Responsibility Statement
249
Responsibility Statement
To the best of our knowledge, and in accordance with the applicable reporting principles for financial
reporting, the consolidated financial statements give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Bayer Group, and the combined management report includes a fair review
of the development and performance of the business and the position of the Bayer Group and Bayer AG,
together with a description of the principal opportunities and risks associated with the expected
development of the Bayer Group and Bayer AG.
Leverkusen, February 16, 2021
Bayer Aktiengesellschaft
The Board of Management
Werner Baumann
Liam Condon
Sarena Lin
Wolfgang Nickl
Stefan Oelrich
Heiko Schipper
Bayer Annual Report 2020
Independent Auditor’s Report
250
Independent Auditor’s Report
To: Bayer Aktiengesellschaft, Leverkusen/Germany
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND
OF THE COMBINED MANAGEMENT REPORT
Audit Opinions
We have audited the consolidated financial statements of Bayer Aktiengesellschaft, Leverkusen/Germany,
and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at
December 31, 2020, and the consolidated statement of profit or loss and other comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for the
financial year from January 1 to December 31, 2020, and the notes to the consolidated financial state-
ments, including a summary of significant accounting policies. In addition, we have audited the combined
management report for the parent and the group of Bayer Aktiengesellschaft, Leverkusen/Germany, for the
financial year from January 1 to December 31, 2020. In accordance with the German legal requirements,
we have not audited the content of those parts of the combined management report set out in the appen-
dix to the auditor’s report.
In our opinion, on the basis of the knowledge obtained in the audit,
// the accompanying consolidated financial statements comply, in all material respects, with the IFRS as
adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e
(1) German Commercial Code (HGB) and, in compliance with these requirements, give a true and fair
view of the assets, liabilities and financial position of the Group as at December 31, 2020 and of its
financial performance for the financial year from January 1 to December 31, 2020, and
// the accompanying combined management report as a whole provides an appropriate view of the
Group’s position. In all material respects, this combined management report is consistent with the
consolidated financial statements, complies with German legal requirements and appropriately presents
the opportunities and risks of future development. Our audit opinion on the combined management
report does not cover the content of those parts of the combined management report set out in the
appendix to the auditor’s report.
Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined management
report.
Basis for the Audit Opinions
We conducted our audit of the consolidated financial statements and of the combined management report
in accordance with Section 317 HGB and the EU Audit Regulation (No 537/2014; referred to subsequently
as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial
Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). We performed the audit of the
consolidated financial statements in supplementary compliance with the International Standards on Audit-
ing (ISA). Our responsibilities under those requirements, principles and standards are further described in
the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined
Management Report” section of our auditor’s report. We are independent of the group entities in accord-
ance with the requirements of European law and German commercial and professional law, and we have
fulfilled our other German professional responsibilities in accordance with these requirements. In addition,
in accordance with Article 10 (2) letter (f) of the EU Audit Regulation, we declare that we have not provided
non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the
consolidated financial statements and on the combined management report.
Bayer Annual Report 2020
Independent Auditor’s Report
251
Key Audit Matters in the Audit of the Consolidated Financial Statements
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the financial year from January 1 to December 31, 2020.
These matters were addressed in the context of our audit of the consolidated financial statements as
a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these
matters.
In the following, we present the key audit matters we have determined in the course of our audit:
impairment of goodwill and other intangible assets,
1.
2. depiction of risks arising from product-related legal disputes and arbitration proceedings,
and
3. depiction of restructuring matters.
Our presentation of these key audit matters has been structured as follows:
a) description (including reference to corresponding information in the consolidated financial statements),
and
b) auditor’s response.
1. Impairment of goodwill and other intangible assets
a)
In the consolidated financial statements, an amount of mEUR 36,080 (31% of the Group’s total assets)
is reported under the item of the statement of financial position “goodwill”. “Other intangible assets”
also include patents and technologies of mEUR 12,708 (11% of the Group’s total assets), trademark
rights of mEUR 6,292 (5% of the Group’s total assets) and research and development projects of
mEUR 4,389 (4% of the Group’s total assets). The Company allocates the goodwill to the reporting
segments within the Bayer Group. Regular impairment testing for goodwill and R&D projects as well as
impairment testing for other intangible assets is carried out as appropriate, comparing the respective
carrying amounts with their respective recoverable amounts. In principle, the recoverable amount is
determined on the basis of the fair value less costs to sell. The present value of future cash flows is
used as a basis, since in general, no market values are available for the individual strategic business
entities. The present value is calculated using discounted cash flow models based on the Bayer
Group’s medium-term planning prepared by the executive directors and extrapolated using assump-
tions for long-term growth rates. Discounting is based on the weighted average cost of capital of the
reporting segments concerned. The result of this valuation depends to a large extent on the estimates
by the executive directors of the future cash flows of the strategic business entity concerned and the
discount rate used, and is therefore subject to significant uncertainty. In the light of this, and owing to
the underlying complexity of the valuation models, this issue was of particular importance within the
framework of our audit.
The disclosures provided by the executive directors on goodwill and the other intangible assets are
contained in sections 3 and 14 of the notes to the consolidated financial statements.
b)
In our audit, among other things, we reconstructed the methodology used to perform the impairment
tests and assessed the calculation of the weighted cost of capital. We convinced ourselves of the
appropriateness of the future cash inflows used in the valuation, among other things by recording and
critically assessing the underlying planning process. In addition, we assessed appropriateness of the
future cash flows used in the valuation, in particular by comparing this information with the Company’s
medium-term planning and by consulting on selected planning assumptions with general and industry-
specific market expectations. For this, we also convinced ourselves that the cost of the group
functions included in the Enabling Functions and Consolidation segment of segment reporting were
appropriately taken into account in the impairment test of the reportable strategic business entity
concerned. We intensively studied the parameters used to determine the discount rate applied and
assessed the completeness and correctness of the calculation scheme. Owing to the material signifi-
cance of goodwill, we further performed additional sensitivity analyses of our own for the reportable
segments (carrying amount in comparison with the recoverable amount).
Bayer Annual Report 2020
Independent Auditor’s Report
252
2. Depiction of risks arising from product-related legal disputes and arbitration proceedings
a) Bayer Group companies are involved in legal and out-of-court proceedings with public authorities,
competitors and other parties. These give rise to legal risks, in particular in the areas of product
liability, competition and anti-trust law, patent law, tax law, and environmental protection.
Among other cases, lawsuits seeking compensatory and punitive damages have been served upon
Bayer’s subsidiary Monsanto Company, St. Louis/U.S.A., (Monsanto) in the United States. In this
series of litigations, plaintiffs allege personal injuries resulting from exposure to glyphosate-based
products manufactured by Monsanto. In addition, lawsuits from users of Essure™ have been served
upon Bayer primarily in the United States. Essure™ is a medical device offering permanent birth con-
trol with a nonsurgical procedure. Plaintiffs assert personal injuries in connection with Essure™ and
seek compensation for damages and punitive damages. Monsanto has been named in lawsuits
brought by various governmental entities in the United States claiming that Monsanto and its prede-
cessor companies, collectively as a manufacturer of PCBs, should be responsible for a variety of dam-
ages due to PCBs in the environment, including bodies of water. Monsanto also faces lawsuits claim-
ing personal injury and/or property damage due to use of and exposure to PCB products. Lawsuits
seeking compensatory and punitive damages have also been served upon Monsanto in the series of
dicamba litigations in the United States. Plaintiffs claim that Monsanto’s herbicide Xtendimax™ as
well as other products containing dicamba, applied over dicamba-tolerant Xtend crops, caused crop
damage from off-target movements. In the above series of litigations, Bayer has concluded settlement
agreements each covering varying scopes with some of the plaintiffs or plaintiff law firms in the past
financial year to resolve part of the litigations concerned. Some of these agreements are subject to
court approval before entering into force. In September 2019, Bayer was additionally served with an
arbitration claim in which BASF SE seeks damages under the purchase agreements signed in 2017
and 2018 under which BASF had acquired certain businesses of Bayer’s Crop Science Division.
Whether and to what extent one or several of the present legal disputes make the recognition of a
provision to cover the risk necessary is determined to a large extent by estimates and discretionary
assumptions by the executive directors. Against this background and due to the amount of the claims
asserted, the above-mentioned product-related disputes of the Bayer Group were, in our opinion,
of particular significance for the audit.
The information and explanations provided by the legal executives on the legal disputes mentioned are
contained in section 30 of the notes to the consolidated financial statements.
b) During our audit, we assessed, among other things, the process established by the Company to
recognize and assess the outcome of the judicial and out-of-court proceedings and the appropriate
presentation of a legal dispute in the statement of financial position. In addition, we held regular
discussions throughout the year with the Company’s internal legal department in order to have the
current developments and reasons that led to the corresponding estimates regarding the expected
outcome of the proceedings explained to us. We critically examined and assessed the explanations
and the information and evidence received in each case. This was particularly true of the mediation
process in connection with the legal cases involving products containing glyphosate and of the
settlement agreements in connection with the major litigations in the financial year. We also checked
the recognition and the measurement of the relevant provisions for these by performing sample-based
comparisons with the underlying settlement agreements. The evolution of material legal disputes,
including the estimates by the executive directors with regard to the possible outcome of proceedings,
was made available to us in writing by the Company. As of the balance sheet date, we also obtained
external attorney confirmations, which we compared with the risk assessment made by the executive
directors regarding the product-related disputes and arbitration proceedings listed under “Description
of the facts” and critically assessed. Taking these estimates into account, we also critically assessed
the assumptions underlying the provisions for expected defense costs and checked the amount of
the provisions for plausibility on the basis of experience from similar proceedings in the past and on
other evidence.
Bayer Annual Report 2020
Independent Auditor’s Report
253
3. Depiction of restructuring matters
a) At the end of 2018, the executive directors of Bayer Aktiengesellschaft announced a comprehensive
restructuring program for the entire Group. The program essentially involves the cutback of up to
12,000 jobs in the next three financial years. A not inconsiderable part of the job cuts is attributable
to Germany, where redundancies for operational reasons are excluded until 2025 owing to works
agreements. Following initial discussions with the employee committees and with the employees of the
divisions concerned in the prior years, almost all employees of the divisions concerned were finally
identified and informed in the reporting period, and appropriate termination agreements have already
been signed with them. In addition, Bayer Aktiengesellschaft announced another restructuring pro-
gram in late September 2020 that is to generate group-wide savings of up to bEUR 1.5 by 2024. As a
consequence, further redundancies in Germany are likely. As of December 31, 2020, a provision in the
amount of mEUR 980 was reported for the severance payment obligations specified by the end of the
financial year. In our view, this matter was of particular importance for our audit, as the recognition
and measurement of the provision are to a large extent based on discretionary estimates and assump-
tions made by the executive directors.
The information provided by the legal executives on the restructuring provision is contained in section
23 of the notes to the consolidated financial statements.
b) We investigated whether a restructuring provision that is in accordance with the definition in IAS 37.10
has been recognized. To this end, we verified compliance with the general recognition and measure-
ment requirements for provisions, including the criteria of IAS 37.70 et seq. that further specify these
requirements and – insofar as provisions for employee benefits in connection with the termination of
employment are involved – with the relevant provisions of IAS 19. For this purpose, we verified the
corresponding evidence and calculation documents of the executive directors. We critically assessed
and verified the plausibility of the executive directors’ estimates and assumptions on which the evi-
dence and calculation principles are based as to the extent to which the recognition and the measure-
ment of the provisions are appropriate. In particular in respect of the new restructuring program
announced in September 2020, we evaluated evidence (resolutions, minutes, presentations) on the
implementation status and the negotiations with employees and employee representatives for the
purpose of assessing the recognition criteria, mainly as to whether the employees were sufficiently
informed thereby in concrete terms about the restructuring program and individual components of
the planned restructuring measures in the financial year 2020. For the severance agreements already
concluded with employees by the end of the reporting period in relation to the first restructuring
program implemented in 2018, we examined whether the provisions set up for this purpose result from
the underlying contractual agreements. Where individual severance agreements have not yet been
concluded, in order to check the plausibility of the amount of the provisions, we have, among other
things, analyzed the restructuring programs developed in the personnel departments for job cuts
with regard to the assumptions made regarding the scope and amount of the severance offers to
employees and the expected acceptance rates – also on the basis of experience to date and/or de
facto contracting – and discussed them with the persons responsible in the personnel departments.
We also examined the disclosures in the notes to the consolidated financial statements relating to
the restructuring measures in the light of the relevant requirements of IAS 37.
Bayer Annual Report 2020
Independent Auditor’s Report
254
Other Information
The executive directors and the supervisory board are responsible for the other information. The other
information comprises:
// the Chairman’s Letter, the report of the supervisory board,
// the unaudited content of those parts of the combined management report specified in the appendix
to the auditor’s report,
// the executive directors’ confirmation pursuant to Section 297 (2) sentence 4 and Section 315 (1)
sentence 5 HGB, respectively, regarding the consolidated financial statements and the combined
management report, and
// all the remaining parts of the annual report,
// but not the consolidated financial statements, not the audited content of the combined management
report and not our auditor’s report thereon.
The supervisory board is responsible for the report of the supervisory board. The executive directors and
the supervisory board as well are responsible for the declaration according to Section 161 German Stock
Corporation Act (AktG), which is part of the corporate governance statement included in section
“Corporate Governance Report” of the combined management report. Apart from that the executive
directors are responsible for the other information.
Our audit opinions on the consolidated financial statements and on the combined management report
do not cover the other information, and consequently we do not express an audit opinion or any other form
of assurance conclusion thereon.
In connection with our group audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information
// is materially inconsistent with the consolidated financial statements, with the combined management
report or our knowledge obtained in the audit, or
// otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated
Financial Statements and the Combined Management Report
The executive directors are responsible for the preparation of the consolidated financial statements
that comply, in all material respects, with IFRS as adopted by the EU and the additional requirements of
German commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements,
in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position
and financial performance of the Group. In addition, the executive directors are responsible for such
internal control as they have determined necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the executive directors are responsible for assessing
the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as
applicable, matters related to going concern. In addition, they are responsible for financial reporting based
on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease
operations, or there is no realistic alternative but to do so.
Bayer Annual Report 2020
Independent Auditor’s Report
255
Furthermore, the executive directors are responsible for the preparation of the combined management
report that as a whole provides an appropriate view of the Group’s position and is, in all material respects,
consistent with the consolidated financial statements, complies with German legal requirements, and
appropriately presents the opportunities and risks of future development. In addition, the executive
directors are responsible for such arrangements and measures (systems) as they have considered neces-
sary to enable the preparation of a combined management report that is in accordance with the applicable
German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions
in the combined management report.
The supervisory board is responsible for overseeing the Group’s financial reporting process for the
preparation of the consolidated financial statements and of the combined management report.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the
Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the combined
management report as a whole provides an appropriate view of the Group’s position and, in all material
respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit,
complies with the German legal requirements and appropriately presents the opportunities and risks of
future development, as well as to issue an auditor’s report that includes our audit opinions on the
consolidated financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally
Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW)
and in supplementary compliance with the ISA will always detect a material misstatement. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements and this combined management report.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also
// identify and assess the risks of material misstatement of the consolidated financial statements and of
the combined management report, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
// obtain an understanding of internal control relevant to the audit of the consolidated financial statements
and of arrangements and measures relevant to the audit of the combined management report in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an audit opinion on the effectiveness of these systems.
// evaluate the appropriateness of accounting policies used by the executive directors and the
reasonableness of estimates made by the executive directors and related disclosures.
// conclude on the appropriateness of the executive directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in the
auditor’s report to the related disclosures in the consolidated financial statements and in the combined
management report or, if such disclosures are inadequate, to modify our respective audit opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to be able to continue as a going concern.
Bayer Annual Report 2020
Independent Auditor’s Report
256
// evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair view
of the assets, liabilities, financial position and financial performance of the Group in compliance with
IFRS as adopted by the EU and with the additional requirements of German commercial law pursuant
to Section 315e (1) HGB.
// obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express audit opinions on the consolidated financial statements and on
the combined management report. We are responsible for the direction, supervision and performance of
the group audit. We remain solely responsible for our audit opinions.
// evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with German law, and the view of the Group’s position it provides.
// perform audit procedures on the prospective information presented by the executive directors in the
combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in
particular, the significant assumptions used by the executive directors as a basis for the prospective
information, and evaluate the proper derivation of the prospective information from these assumptions.
We do not express a separate audit opinion on the prospective information and on the assumptions
used as a basis. There is a substantial unavoidable risk that future events will differ materially from the
prospective information.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the relevant
independence requirements, and communicate with them all relationships and other matters that may rea-
sonably be thought to bear on our independence, and where applicable, the related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter.
Bayer Annual Report 2020
Independent Auditor’s Report
257
OTHER LEGAL AND REGULATORY REQUIREMENTS
Report on the Audit of the Electronic Files of the Consolidated Financial Statements and of the
Combined Management Report prepared for Publication pursuant to Section 317 (3b) HGB
Audit Opinion
In accordance with Section 317 (3b) HGB, we have assessed with reasonable assurance whether the
electronic files of the consolidated financial statements and of the combined management report (hereafter
referred to as “ESEF files”) prepared for publication, contained in the accompanying file, which has the
SHA-256 value A9F85C91BC17F0CAB84C8C5CA616047CDF56C71E1944D8BFEA518CC52CDB325A,
meet, in all material respects, the requirements concerning the electronic reporting format (“ESEF format”)
pursuant to Section 328 (1) HGB. In accordance with the German legal requirements, this audit only covers
the transfer of the consolidated financial statements’ and the combined management report’s information
into the ESEF format, and therefore covers neither the information contained in these electronic files nor
any other information contained in the file stated above.
In our opinion, the electronic files of the consolidated financial statements and of the combined manage-
ment report prepared for publication contained in the accompanying file stated above meet, in all material
respects, the requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB.
Beyond this audit opinion and our audit opinions on the accompanying consolidated financial statements
and on the accompanying combined management report for the financial year from January 1 to Decem-
ber 31, 2020 contained in the above “Report on the Audit of the Consolidated Financial Statements and of
the Combined Management Report”, we do not express any audit opinion on the information contained in
these electronic files and on any other information contained in the file stated above.
Basis for the Audit Opinion
We conducted our audit of the electronic files of the consolidated financial statements and of the
combined management report contained in the accompanying file stated above in accordance with
Section 317 (3b) HGB and on the basis of the IDW Draft Auditing Standard: Audit of the Electronic Files
of the Annual Financial Statements and of the Management Report prepared for Publication pursuant to
Section 317 (3b) HGB (IDW Draft AuS 410) and the International Standard on Assurance Engagements
3000 (Revised). Our responsibilities in this context are further described in the “Auditor’s Responsibilities
for the Audit of the ESEF Files” section. Our audit firm has applied the Quality Assurance Standard:
Quality Assurance Requirements in Audit Practices (IDW QS 1) promulgated by the Institut der
Wirtschaftsprüfer (IDW).
Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Files
The executive directors of the parent are responsible for the preparation of the ESEF files based on the
electronic files of the consolidated financial statements and of the combined management report according
to Section 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements
according to Section 328 (1) sentence 4 no. 2 HGB.
In addition, the executive directors of the parent are responsible for such internal control as they have
determined necessary to enable the preparation of ESEF files that are free from material violations against
the requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB, whether
due to fraud or error.
The executive directors of the parent are also responsible for the submission of the ESEF files together
with the auditor’s report and the accompanying audited consolidated financial statements and the audited
combined management report as well as other documents to be filed with the publisher of the Federal
Gazette.
The supervisory board is responsible for overseeing the preparation of the ESEF files as part of the finan-
cial reporting process.
Bayer Annual Report 2020
Independent Auditor’s Report
258
Group Auditor’s Responsibilities for the Audit of the ESEF Files
Our objectives are to obtain reasonable assurance about whether the ESEF files are free from material
irregularities, whether due to fraud or error, in relation to the requirements pursuant to Section 328 (1)
HGB. We exercise professional judgment and maintain professional skepticism throughout the audit.
We also
// identify and assess the risks of material violations against the requirements pursuant to Section 328 (1)
HGB, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
// obtain an understanding of internal control relevant to the audit of the ESEF files in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit
opinion on the effectiveness of these controls.
// assess the technical validity of the ESEF files, i.e. whether the file containing the ESEF files meets the
requirements of the Delegated Regulation (EU) 2019/815 in the version applicable as of the balance
sheet date as to the technical specification of this file.
// evaluate whether the ESEF files enable a XHTML copy of the audited consolidated financial statements
and of the audited combined management report whose content is identical with these documents.
// evaluate whether the ESEF files have been tagged using inline XBRL technology (iXBRL) in a way that
enables an appropriate and complete machine-readable XBRL copy of the XHTML copy.
Further Information Pursuant to Article 10 of the EU Audit Regulation
We were elected as group auditor by the stockholders’ meeting on April 28, 2020. We were engaged by
the supervisory board on May 3, 2020. We have been the group auditor of Bayer Aktiengesellschaft,
Leverkusen/Germany, without interruption since the financial year 2017.
We declare that the audit opinions expressed in this auditor’s report are consistent with the additional
report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).
GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT
The German Public Auditor responsible for the engagement is Prof. Dr. Frank Beine.
Munich/Germany, February 18, 2021
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Prof. Dr. Frank Beine
Wirtschaftsprüfer
(German Public Auditor)
Michael Mehren
Wirtschaftsprüfer
(German Public Auditor)
Appendix to the Auditor’s Report:
Parts of the Combined Management Report Whose Contents are Unaudited
We have not audited the content of the following parts of the combined management report:
// the statement on corporate governance pursuant to Section 289f and Section 315d HGB included in
section 4.1 of the combined management report,
// table A 1.2.1/2 “Non-financial Group targets through 2030” and the indents regarding the non-financial
targets of the Group below, and
// the information given on scope 3 emissions in table A 1.7/1.
Bayer Annual Report 2020
Limited Assurance Report of the Independent Practitioner Regarding Sustainability
Information contained in the Combined Management Report
259
Limited Assurance Report of the
Independent Practitioner Regarding
Sustainability Information contained in
the Combined Management Report
To Bayer Aktiengesellschaft, Leverkusen/Germany
Engagement
As requested, we have performed a limited assurance engagement on the following sections of the
combined management report 2020 of Bayer Aktiengesellschaft, Leverkusen/Germany, for the period
from January 1 to December 31, 2020: table A 1.2.1/2 “Nonfinancial Group Targets Throughout
2030” and the following text passages marked with dotted lines describing the non-financial group
targets and the information on scope 3 emissions as presented in table A 1.7/1 “Greenhouse Gas
Emissions” (hereafter referred to as: “information”).
This engagement has been performed in connection with our limited assurance engagement on the
sustainability report 2020 of Bayer Aktiengesellschaft, as well as the other non-financial information
contained in the combined management report 2020 of Bayer Aktiengesellschaft.
Our engagement does not include links to web pages of the Group, interviews and personal state-
ments.
Responsibilities of the Executive Directors
The executive directors of Bayer Aktiengesellschaft are responsible for the preparation of the information
in accordance with the principles stated in the Sustainability Reporting Standards of the Global Reporting
Initiative (hereafter referred to as “GRI Principles”) and the method papers developed by Bayer.
These responsibilities of the executive directors of the Company include the selection and application of
appropriate methods for the reporting and the use of assumptions and estimates for individual disclosures
which are reasonable under the given circumstances. In addition, the executive directors are responsible
for such internal control as they have determined necessary to enable the preparation of information that is
free from material misstatement, whether due to fraud or error.
The accuracy and completeness of environmental data is subject to inherent boundaries, which result from
the nature and type of data collection, data aggregation and respective necessary assumptions.
Responsibilities of the Independent Practitioner
Our responsibility is to express a conclusion on the information based on our work performed within our
limited assurance engagement.
We are independent of Bayer Aktiengesellschaft in accordance with the requirements of German commer-
cial and professional law, and we have fulfilled our other professional responsibilities in accordance with
these requirements.
Our audit firm applies the German national legal requirements and the German professional pronounce-
ments on quality control, in particular the Professional Charter for German Public Auditors and German
Sworn Auditors (Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer) as well as the Quality
Assurance Standard: Quality Assurance Requirements in Audit Practices (IDW QS 1) promulgated by
the Institut der Wirtschaftsprüfer (IDW), which comply with the International Standard on Quality Control 1
(ISQC 1) issued by the International Auditing and Assurance Standards Board (IAASB).
Bayer Annual Report 2020
Limited Assurance Report of the Independent Practitioner Regarding Sustainability
Information contained in the Combined Management Report
260
We conducted our work in accordance with the International Standard on Assurance Engagements 3000
(Revised): Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE
3000 (Revised)), issued by the IAASB. This standard requires that we plan and perform the assurance and
engagement so that we can conclude with limited assurance that no matters have come to our attention
to cause us to believe that the denoted sustainability information contained in the management report of
Bayer Aktiengesellschaft for the period from January 1 to December 31, 2020 have not been prepared, in all
material respects, in accordance with the GRI Standards. The procedures performed in a limited assurance
engagement are less in extent than for a reasonable assurance engagement; consequently, the level of
assurance obtained in a limited assurance engagement is substantially lower than the assurance that would
have been obtained had a reasonable assurance engagement been performed. The choice of assurance
work is subject to the practitioner’s professional judgment.
Within the scope of our limited assurance engagement, which we performed between October 2020 and
February 2021, we notably performed the following procedures and activities:
// Gaining an understanding of the structure of the sustainability organization and of the stakeholder
engagement
// Procedures to validate the processes and data for the non-financial group targets of the Company in
accordance with the GRI Principles and the respective method papers developed by Bayer
// Decentralized site visits to assess the data underlying the information
// Inquiries of relevant personnel involved in the preparation of the information about the preparation
process and about the internal control relating to this process
// Identification of potential risks of material misstatements
// Analytical evaluation of the information
// Assessment of the presentation of the information
Practitioner’s Conclusion
Based on the work performed and the evidence obtained, nothing has come to our attention that
causes us to believe that the denoted information contained in the management report 2020 of Bayer
Aktiengesellschaft for the period from January 1 to December 31, 2020 has not been prepared, in all
material respects, in accordance with the Principles as well as the method papers developed by Bayer.
Our conclusion does not include links to web pages of the Group, interviews and personal statements.
Purpose of the Assurance Report
We issue this report as stipulated in the engagement letter agreed with Bayer Aktiengesellschaft. The
limited assurance engagement has been performed for the purposes of Bayer Aktiengesellschaft and the
report is solely intended to inform Bayer Aktiengesellschaft about the result of the assurance engagement.
Liability
This report is not intended to be used by third parties as a basis for making (financial) decisions. We are
liable solely to Bayer Aktiengesellschaft and our liability is also governed by the engagement letter
“STATEMENT OF WORK between Bayer Aktiengesellschaft and Deloitte GmbH Wirtschaftsprüfungsgesell-
schaft for the Bayer Nonfinancial Group Targets Throughout 2030 and Scope 3 emissions as part of the
Bayer management report 2020” agreed with Bayer Aktiengesellschaft as well as the “General Engage-
ment Terms for Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (German Public Auditors and
Public Audit Firms)” promulgated by the Institut der Wirtschaftsprüfer (IDW) in the version dated January 1,
2017. We assume no responsibility with regard to any third parties.
Munich/Germany, February 18, 2021
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Prof. Dr. Frank Beine
Wirtschaftsprüfer
(German Public Auditor)
Sebastian Dingel
Bayer Annual Report 2020
C Further Information
261
Governance Bodies
Further
Information
Governance Bodies
Supervisory Board
Members of the Supervisory Board held offices as members of the supervisory board or a comparable supervising
body of the corporations listed (as at December 31, 2020, or the date on which they ceased to be members of
the Supervisory Board of Bayer AG) and as shown attended the meetings of the Supervisory Board and committees
to which he or she belonged.
Prof. Dr. Norbert Winkeljohann
Osnabrück, Germany
(born November 5, 1957)
Memberships in comparable
supervising bodies of German or
foreign corporations:
Memberships in comparable
supervising bodies of German or
foreign corporations:
Horst Baier*
Hanover, Germany
(born October 20, 1956)
Chairman of the Supervisory Board
effective April 2020
• Henkel AG & Co. KGaA
• Henkel AG & Co. KGaA
(Shareholders’ Committee)
(Shareholders’ Committee)
Member of the Supervisory Board
effective April 2020
Member of the Supervisory Board
effective May 2018
Attendance at Supervisory Board
and committee meetings: 8 of 8
Attendance at Supervisory Board
and committee meetings: 15 of 16
Oliver Zühlke
Solingen, Germany
(born December 11, 1968)
Dr. rer. nat. Simone Bagel-Trah
Düsseldorf, Germany
(born January 10, 1969)
Vice Chairman of the Supervisory
Board effective July 2015
Member of the Supervisory Board
effective April 2014
• Whitbread PLC
(Board of Directors)
Independent consultant
Memberships in comparable
supervising bodies of German or
foreign corporations:
• DIAKOVERE gGmbH
• Ecclesia Holding GmbH
Independent management
consultant
Memberships on other supervisory
boards:
• Bohnenkamp AG (Chairman)
(effective April 2020)
• Deutsche Bank AG
• Georgsmarienhütte Holding
GmbH
• heristo aktiengesellschaft
(Chairman) (until January 2021)
• Sievert AG (Chairman)
Attendance at Supervisory Board
and committee meetings: 19 of 19
Werner Wenning
Leverkusen, Germany
(born October 21, 1946)
Member of the Supervisory Board
effective April 2007
Chairman of the Bayer Central
Works Council
Attendance at Supervisory Board
and committee meetings: 15 of 19
Dr. Paul Achleitner
Munich, Germany
(born September 28, 1956)
Member of the Supervisory Board
effective April 2002
Chairman of the Supervisory Board
until April 2020
Chairman of the Supervisory Board
of Deutsche Bank AG
Chairman of the Supervisory Board
of Bayer AG
Memberships on other supervisory
boards:
Memberships on other
supervisory boards:
• Henkel Management AG
• Siemens AG (Vice Chairman)
• Daimler AG (until July 2020)
• Deutsche Bank AG (Chairman)
Chairwoman of the Supervisory
Board of Henkel AG & Co. KGaA
and Henkel Management AG
and of the Shareholders’ Commit-
tee of Henkel AG & Co. KGaA
Memberships on other
supervisory boards:
• Henkel AG & Co. KGaA
(Chairwoman)
• Henkel Management AG
(Chairwoman)
• Heraeus Holding GmbH
Memberships in comparable
supervising bodies of German or
foreign corporations:
• Henkel AG & Co. KGaA
(Shareholders’ Committee,
Chairwoman)
Attendance at Supervisory Board
and committee meetings: 10 of 10
Attendance at Supervisory Board
and committee meetings: 12 of 12
Dr. Norbert W. Bischofberger
Hillsborough, U.S.A.
(born January 10, 1956)
Member of the Supervisory Board
effective April 2017
President and Chief Executive
Officer of Kronos Bio, Inc.
Memberships in comparable
supervising bodies of German or
foreign corporations:
• InCarda Therapeutics, Inc.
(Board of Directors)
(until February 2020)
• Kronos Bio, Inc.
(Board of Directors)
• Morphic Therapeutic, Inc.
(Board of Directors)
Attendance at Supervisory Board
and committee meetings: 13 of 13
Bayer Annual Report 2020
C Further Information
262
Governance Bodies
André van Broich
Dormagen, Germany
(born June 19, 1970)
Colleen A. Goggins
Princeton, U.S.A.
(born September 9, 1954)
Frank Löllgen
Cologne, Germany
(born June 14, 1961)
Andrea Sacher
Berlin, Germany
(born May 8, 1981)
Member of the Supervisory Board
effective April 2012
Member of the Supervisory Board
effective April 2017
Member of the Supervisory Board
effective November 2015
Member of the Supervisory Board
effective September 2020
Chairman of the Bayer Group
Works Council
Chairman of the Works Council
of the Dormagen site
Attendance at Supervisory Board
and committee meetings: 18 of 18
Ertharin Cousin
Chicago, U.S.A.
(born May 12, 1957)
Member of the Supervisory Board
effective October 2019
Independent consultant
Memberships in comparable
supervising bodies of German or
foreign corporations:
• Camelot North America
(Board of Directors)
Attendance at Supervisory Board
meetings: 10 of 10
Independent consultant
Memberships in comparable
supervising bodies of German or
foreign corporations:
• The Toronto-Dominion Bank
(Board of Directors)
• IQVIA Holdings Inc.
(Board of Directors)
• SIG Combibloc Services AG
(Board of Directors)
Attendance at Supervisory Board
and committee meetings: 11 of 12
Robert Gundlach
Velten, Germany
(born November 23, 1957)
Member of the Supervisory Board
effective December 2019
Chairman of the Works Council of
the Berlin site
North Rhine District Secretary of
the German Mining, Chemical and
Energy Industrial Union
Memberships on other supervisory
boards:
• Evonik Industries AG
• IRR-Innovationsregion
Rheinisches Revier GmbH
Attendance at Supervisory Board
and committee meetings: 6 of 14
Prof. Dr. Wolfgang Plischke
Aschau im Chiemgau, Germany
(born September 15, 1951)
Vice Chairwoman of the Works
Council of the Berlin site
Vice Chairwoman of the Bayer Cen-
tral Works Council
(effective December 2020)
Attendance at Supervisory Board
meetings: 6 of 6
Sabine Schaab
Mettmann, Germany
(born June 25, 1966,
died August 4, 2020)
Member of the Supervisory Board
until August 2020
Member of the Supervisory Board
effective April 2016
Vice Chairwoman of the Works
Council of the Elberfeld site
Independent consultant
Memberships on other supervisory
boards:
• Evotec SE (Chairman)
Dr. Thomas Elsner
Düsseldorf, Germany
(born April 24, 1958)
Member of the Supervisory Board
effective April 2017
Chairman of the Bayer Group
Managerial Employees’ Committee
Chairman of the Managerial
Employees’ Committee of
Bayer AG Leverkusen
Attendance at Supervisory Board
and committee meetings: 16 of 16
Johanna W. (Hanneke) Faber
Amstelveen, Netherlands
(born April 19, 1969)
Member of the Supervisory Board
effective April 2016
President Foods & Refreshments at
Unilever N.V. / plc
Attendance at Supervisory Board
meetings: 9 of 10
Attendance at Supervisory Board
and committee meetings: 10 of 10
Attendance at Supervisory Board
and committee meetings: 17 of 17
Heike Hausfeld
Leverkusen, Germany
(born September 19, 1965)
Member of the Supervisory Board
effective April 2017
Chairwoman of the Works Council
of the Leverkusen site
Memberships on other supervisory
boards:
• Bayer Business Services GmbH
(Vice Chairwoman)
(until July 2020)
Attendance at Supervisory Board
and committee meetings: 12 of 13
Reiner Hoffmann
Wuppertal, Germany
(born May 30, 1955)
Member of the Supervisory Board
effective October 2006
Chairman of the German Trade
Union Confederation
Attendance at Supervisory Board
meetings: 10 of 10
Petra Reinbold-Knape
Gladbeck, Germany
(born April 16, 1959)
Member of the Supervisory Board
effective April 2012
Member of the Executive
Committee of the German Mining,
Chemical and Energy Industrial
Union
Memberships on other supervisory
boards:
• Covestro AG
(effective January 2020)
• Covestro Deutschland AG
(effective January 2020
• Lausitz Energie Bergbau AG
(Vice Chairwoman)
(until July 2020)
• Lausitz Energie Kraftwerk AG
(Vice Chairwoman)
(until July 2020)
Attendance at Supervisory Board
and committee meetings: 15 of 15
Attendance at Supervisory Board
and committee meetings: 4 of 5
Michael Schmidt-Kießling
Schwelm, Germany
(born March 24, 1959)
Member of the Supervisory Board
effective April 2012
Chairman of the Works Council
of the Elberfeld site
Attendance at Supervisory Board
meetings: 10 of 10
Prof. Dr. med. Dr. h.c. mult.
Otmar D. Wiestler
Berlin, Germany
(born November 6, 1956)
Member of the Supervisory Board
effective October 2014
President of the Hermann von
Helmholtz Association of German
Research Centres e.V.
Attendance at Supervisory Board
and committee meetings: 13 of 13
* Expert member pursuant to Section
100, Paragraph 5 of the German Stock
Corporation Act (AktG)
Bayer Annual Report 2020
C Further Information
263
Governance Bodies
Standing committees of the
Supervisory Board of Bayer AG
(as at December 31, 2020)
Presidial Committee /
Mediation Committee
Winkeljohann (Chairman),
Achleitner, Reinbold-Knape,
Zühlke
Audit Committee
Baier* (Chairman),
Elsner, Löllgen, Plischke,
Winkeljohann, Zühlke
Human Resources Committee
Winkeljohann (Chairman),
Achleitner, van Broich, Hausfeld
Nomination Committee
Winkeljohann (Chairman),
Achleitner, Bagel-Trah, Goggins
Innovation Committee
Plischke (Chairman),
Bischofberger, van Broich,
Gundlach, Reinbold-Knape,
Winkeljohann Wiestler, Zühlke
Glyphosate Litigation Committee
Winkeljohann (Chairman),
Achleitner, Baier*, van Broich,
Elsner, Goggins, Reinbold-Knape,
Zühlke
Board of Management
Members of the Board of Management held offices as members of the
supervisory board or a comparable supervising body of the corporations
listed (as at February 25, 2021, inclusion of newly appointed Board of
Management member due to appointment prior to the date the financial
statements were prepared):
Werner Baumann
(born October 6, 1962)
Member of the Board of
Management effective
January 1, 2010,
appointed until April 30, 2024
Chairman
Labor Director until
January 31, 2021
Stefan Oelrich
(born June 1, 1968)
Member of the Board of
Management effective
November 1, 2018,
appointed until October 31, 2021
Pharmaceuticals
• InforMed Data Systems Inc.
(Board of Directors)
Liam Condon
(born February 27, 1968)
Heiko Schipper
(born August 21, 1969)
Member of the Board of
Management effective
January 1, 2016,
appointed until December 31, 2023
Member of the Board of
Management effective
March 1, 2018,
appointed until February 28, 2025
Crop Science
Consumer Health
• Royal FrieslandCampina N.V.
Sarena Lin
(born January 9, 1971)
Member of the Board of
Management effective
February 1, 2021,
appointed until January 31, 2024
Transformation and Talent
Labor Director effective
February 1, 2021
Wolfgang Nickl
(born May 9, 1969)
Member of the Board of
Management effective
April 26, 2018,
appointed until April 25, 2025
Finance
• Bayer Business Services GmbH
(Chairman) (until July 2020)
Bayer Annual Report 2020
Financial Calendar / Masthead
264
Financial Calendar
Annual Stockholders’ Meeting 2021
Planned dividend payment day
Q1 2021 Quarterly Statement
2021 Half-Year Report
Q3 2021 Quarterly Statement
2021 Annual Report
Annual Stockholders’ Meeting 2022
Q1 2022 Quarterly Statement
Masthead
April 27, 2021
April 30, 2021
May 12, 2021
August 5, 2021
November 9, 2021
March 1, 2022
April 29, 2022
May 10, 2022
Published by
Bayer AG, 51368 Leverkusen, Germany
Date of publication
Thursday, February 25, 2021
Editor
Jörg Schäfer, phone +49 214 30 39136
Email: joerg.schaefer@bayer.com
Investor Relations
Peter Dahlhoff, phone +49 214 30 33022
Email: peter.dahlhoff@bayer.com
Public Affairs & Sustainability
Ute Menke, phone +49 214 30 36520
Email: ute.menke@bayer.com
English edition
Employee Support Services
SCGermany
ISSN 0343 / 1975
Forward-Looking Statements
This Annual Report may contain forward-looking statements based on current assumptions and forecasts made by Bayer management.
Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results,
financial situation, development or performance of the company and the estimates given here. These factors include those discussed in
Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to
update these forward-looking statements or to conform them to future events or developments.
Legal Notice
The product names designated with ™ are brands of the Bayer Group or our distribution partners and are registered trademarks
in many countries.
Bayer-Geschäftsbericht 2018
Fehler! Kein Text mit angegebener Formatvorlage im Dokument.
A Zusammengefasster Lagebericht
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Stand: 10.02.2021 20:17:44
Corporate Accounting & Reporting
Ansprechpartner:
Andreas Roeper
Tel: +49(0)214-30 21052
Fax: +49(0)214-30 33464
Email: andreas.roeper@bayer.com
Kerstin Schlesiger
Tel: +49(0)214-30 30461
Fax: +49(0)214-30 30835
Email: kerstin.schlesiger@bayer.com
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