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BAYER ( BAYER Debt Investor Information Bayer AG August 4 , 2026 Status : Q2 2026
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Cautionary Statements Regarding Forward-Looking Information /// Bayer Debt Investor Information /// Status: Q2 20262 This presentation may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Bayer AG is a holding company with operating subsidiaries worldwide. References to “Bayer” or “the company” herein may refer to one or more subsidiaries as context requires. 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 h t t p : / / w w w. b a y e r. c o m/
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/// Bayer Debt Investor Information /// Status: Q2 20263 Global Leader in Health & Nutrition: Uniquely Positioned to Meet Basic Needs of Humankind g g Crop Science Consumer Health • Above market growth expected, plus additional value-pool opportunities • Strong market positions in key therapeutic areas like cardiology, women’s healthcare, oncology, ophthalmology and radiology • Iconic brands with leading market positions in nutritional supplements, allergy, cough and cold, dermatology, pain and cardiovascular risk prevention, and digestive health • 3-5% CAGR CH Global Market with a current market size of ~ €202bn3 Pharmaceuticals • Attractive market with a current market size of ~ €1.7 trillion2 and significant growth opportunities driven by innovation Net Sales Full Year 2025 as rep4 • Innovative crop system solutions, holding #1 in Seed & Traits1 with leading Crop Protection Portfolio enabled by digital Core EPS Full Year 20255 €4.57 Free Cash Flow Full Year 2025 €2.1bn 1 Company estimates 2 IQVIA Market Prognosis Report Sep 2025 3 Sources: Internal market model in-market sales OTC medicines, data from IQVIA, Nicholas Hall 4 As rep = as reported 5 CAGR 2021-2025 €45.6bn ~+1% CAGR5 47% 39% 13% 5 Changed Core EPS methodology for 2026, now incl. regular amortization of certain intangible assets, mainly software; prior ye ar Core EPS restated
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/// Bayer Debt Investor Information /// Status: Q2 20264 Global Pressures Underpin Our Mission and the Need for Innovation 1 UNDESA 2017 (United Nations Department of Economic and Social Affairs, Population Division (2017). World Population Prospects : The 2017 Revision) 2 FAO 2017, (FAO Global Perspective Studies) 3 Nelson et. al, (2014); FAO 2016 “Climate change and food security” 4 FAOSTAT (accessed Oct 30, 2018) for 1961-2016 data on land, FAO 2012 for 2030 and 2050 data on land, and UNDEDA 2017: World Popu lation Prospects for world population data AGING POPULATION GROWING POPULATION PRESSURE ON ECOSYSTEMS Our Mission Megatrends through 2050 P H A R M A C E U T I C A L S • C O N S U M E R H E A LT H • C R O P S C I E N C E >20% of total population 1 more food and feed required to meet growing demand 2 People 1 Significant loss in arable land per capita 4 Harvest losses from climate change 3 +50%+2.2bn -20% -17% People 60+ more than doubling1 2016 2050 Health for All, Hunger for None.//////////// Our divisional Vision P H A R M A C E U T I C A L S • C O N S U M E R H E A LT H • C R O P S C I E N C E Produce 50% More. Restore Nature. Scale Regenerative Ag. Treat the Untreatable. Cure Disease. Offer Hope. Help over 1bn People to Live Healthier Lives with most Trusted Self-Care Solutions. Pharmaceuticals Consumer Health Crop Science
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/// Bayer Debt Investor Information /// Status: Q2 20265 Our 2030 Sustainability Targets1 Positively Contribute to Today’s Pressing Challenges g Help more PEOPLE thrive Food Security: Support 100m smallholder farmers in LMICs2 Access to Health: Support 100m people in underserved3 communities with self care interventions Increase availability and affordability of our innovative pharma products in LMICs2 Women’s Empowerment: Fulfill the need of 100m women in LMICs2 for modern contraception For details on commitments, methodology and progress, please refer to the Sustainability Statement in Bayer’s Annual Report 2 025 and to Bayer’s 2025 Impact Report. 1 The respective target year is 2030 unless specified otherwise; 2 LMIC: low and middle income countries - all countries included in the World Bank list as per 1 July 2019; 3 Underserved: economically or medically; 4 By 2030, the remaining greenhouse gas emissions of our own operations will be fully offset by purchasing certificates from ve rified climate protection projects, especially in the areas of forest conservation and agriculture; 5 By 2029 against a 2019 base year; 6 Treated-area-weighted environmental impact per hectare of Bayer’s global crop protection portfolio against a 2014 –2018 average baseline; 7 compared to the overall base years emission intensity in 2021 or 2022. This applies to the highest greenhouse gas emitting crop systems in the regions Bayer serves with its products; 8 against a 2019–2021 average baseline by transforming rice cropping in the relevant geographies where Bayer operates, starting in India. Water productivity is defined as kg of crop yield per volume of water used (kg/m3); 9 related to a 2024 baseline; weighted by the water stress and the own share of the respective regions’ total withdrawal ; 10 where safety permits and regulations allow Decrease ECOLOGICAL footprint Climate neutrality4 in own operations + reduced emissions in our supply chain -30 % environmental impact of our global crop protection portfolio6 Enable our farming customers to reduce their on-field GHG emissions by 30% per mass unit of crop produced7 Support our smallholder customers to increase water productivity by 25%8 Net Zero emission target by 2050 or earlier 42% reduction target5 for Scope 1 & 2 25% reduction target5 for relevant Scope 3 categories Transition all Consumer Health products to 100% recycle-ready packaging10 Reduce water withdrawals of our Pharmaceuticals and Consumer Health divisions by 20%9
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/// Bayer Debt Investor Information /// Status: Q2 20266 Innovation is an integral part of Bayer’s DNA CROP SCIENCE PHARMA CONSUMER HEALTH Our Strategic Unit investing in start-up companies in health and nutrition ~ €6bn R&D investments per year Key Launched Products: >470 new seed products and nearly >350 crop protection registrations in 2025 Advancing 10 blockbusters Key Current Launch Products: Leading Technology Platforms Iconic Brands Upcoming Launch Products: 1 Exclusive commercialization rights acquired for EU markets from BridgeBio 1 Asundexian Biotech
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2025: Group Performance /// Bayer Debt Investor Information /// Status: Q2 20267 cpa = currency and portfolio adjusted, rep = as reported, core EPS = core earnings per share (cont. operations) Net Sales 46.6 45.6 +1% cpa (-2% rep) Pharma and Crop Science with slight cpa growth; FX headwind ~€1.7bn EBITDA before special items 10.1 9.7 -5% Underlying earnings improvement partly offset by higher incentive provisions; FX headwind ~€0.5bn Core EPS (in €) 5.05 4.91 -3% Lower EBITDA before special items partly compensated by improved Core Financial Result; FX headwind ~€0.30 Free Cash Flow 3.1 2.1 -33% Including higher incentive and litigation payouts1 Net Financial Debt 32.6 29.8 -9% Lower debt due to focused capital allocation; FX tailwind ~€1.4bn FY 2024 FY 2025in €bn ∆% yoy 1 Higher incentive payouts of €-0.6bn yoy; litigation related payouts: FY 2025 €-1.6bn vs. FY 2024 €-1.0bn (including settlements, judgements, reimbursements from insurances, cost of defense)
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Bayer Key Financials in 2025 EBITDA before Special Items in €bn Net Financial Debt in €bnFree Cash Flow in €bn 1.4 3.1 1.3 3.1 2.1 0 2 4 2021 2022 2023 2024 2025 Capital Expenditures in €bn Research & Development Expenses in €bn 33.1 31.8 34.5 32.6 29.8 20 30 40 2021 2022 2023 2024 2025 1.3 1.1 0.2 Crop Science Pharma Consumer Health 2.0 3.5 0.2 Crop Science Pharma Consumer Health 4.2 4.5 1.3 Crop Science Pharma Consumer Health /// Bayer Debt Investor Information /// Status: Q2 20268
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/// Bayer Debt Investor Information /// Status: Q2 20269 Outlook 2026: Guidance Reiterated on P&L and Cash Flow, Improved Net Financial Debt Reflects Equity Investment 1 Reflects our 2026 outlook at the average actual currencies for 2025; 2 Estimated FX impact: Actual H1 FX impact plus for remainder of the year FX assumptions based on month -end June 2026 spot rates (1 EUR=) 1.14 USD, 5.90 BRL, 7.74 CNY, 1,688 ARS, 53.16 TRY. Impact is calculated as difference to constant currencies; 3 Currency and portfolio adjusted growth; 4 Changed Core EPS methodology for 2026, now incl. regular amortization of certain intangible assets, mainly software; prior ye ar Core EPS restated; 5 Free Cash Flow (FCF) Outlook includes litigation related payouts (including settlements, verdicts, reimbursements from insura nces, cost of defense) of ~5bn€; In 2026, the FCF component in our Group -wide short-term incentive (STI) program will not factor i n net outflows arising from payments to resolve legal proceedings (incl. settlements, verdicts, reimbursements from insurances; STI program for BoM members will continue to be based on reported FCF). Adjusted for these payments, FCF is expected to amoun t to between 2.0bn€ and 3.0bn€ in 2026. 6 Net Financial Debt Outlook updated for Apollo equity investment impact, closing expected in H2. Net Sales 45.6 45.0 to 47.0 0% to +3%3 ~ -0.3 / ~ -1%pts (prev. ~ -0.5 / ~ -1%pts) EBITDA before special items 9.7 9.6 to 10.1 -1% to +4% ~ -0.2 / ~ -2%pts Core EPS4 (in €) 4.57 4.30 to 4.80 ~ -0.10 (prev. ~ -0.20) Free Cash Flow5 2.1 -2.5 to -1.5 not material Net Financial Debt6 29.8 29 to 30 (prev. 32 to 33) not material FY 2026 Outlook at constant FX1in €bn Estimated FX Impact2 FY 2025 Actuals as reported
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/// Bayer Debt Investor Information /// Status: Q2 202610 Our Three-Year Turnaround Pharma Growth & Pipeline Litigation Cash & Deleveraging New Operating Model: Dynamic Shared Ownership • Return to sales growth by 2027 • Expand EBITDA margin1 by 2028 • Increase R&D productivity to further revitalize pipeline Crop Science Profitability • Advance strategies to significantly contain litigation • Improve towards single A category rating • Innovate to grow above market • Targeting mid-20s EBITDA margin1 by end of 2029 Our Strategic Priorities 1 EBITDA margin before special items; 2 Total annual organizational savings relative to FY2023 base • ~€2bn organizational savings by end of 20262 • Growth driven by innovation speed and customer centricity • Completely embedded in company’s DNA
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/// Bayer Debt Investor Information /// Status: Q2 202611 Our New Operating Model is Key Enabler to Achieve our Ambitions Sustainable Cost EFFICIENCIES GROWTH through Customer Centricity GROWTH through Innovation Speed // Elimination of roles, processes and activities not focused on our mission // Reduction of management layers // Self-managed customer- and product teams with much greater autonomy // Faster response to customer needs // Increased speed to market due to shorter innovation cycles and faster decision- making // More dynamic resource flow to highest-impact priorities €2bn in sustainable organizational savings by end of 2026 Targeted financial implications Financial impact of our Dynamic Shared Ownership to be realized in stages
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/// Bayer Debt Investor Information /// Status: Q2 202612 Improve Cash Generation and Prioritize Capital Allocation to Achieve a Step Down in Debt Limited Divestments Ongoing and New Launches Focused R&D Investments Focused CAPEX Spend (incl. BD&L1) Limited Acquisitions2 DEBT REDUCTION Improve Towards Single A Category Rating Cash Generation Cash Usage Organic Investments (before Free Cash Flow) Minimum Dividend DRIVING OPERATIONAL PERFORMANCE and STRENGTHEN CASH FLOW 1 Business Development & Licensing 2 Including milestone payments for already announced acquisitions and others Drive profitable growth Balance sheet efficiency
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Bayer Pursues a Conservative Financial Policy… 13 /// Bayer Debt Investor Information /// Status: Q2 2026 Financing Instruments Prudent debt management with excellent access to diverse sources of liquidity // Syndicated and bilateral credit facilities // Global Commercial Paper program // Senior bonds in different currencies // Hybrid bonds // Equity-linked instruments Key objectives Ensure liquidity and creditworthiness Long term ambition of investment grade rating towards A category Sustained increase in enterprise value
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… and is Ambitious to Improve its current Investment Grade Ratings towards the "A" Category 14 /// Bayer Debt Investor Information /// Status: Q2 2026 2.6x 4.2x 2.5x 2.9x 2.4x 2.1x 1.9x 1.9x 1.6x 3.4x 2.5x 1.8x 1.0x 4.4x 3.5x 3.2x 3.4x 2.5x 3.1x 3.3x 3.1x 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 1 Figures as reported in the respective year’s annual report without restatements 2 Solicited since 2018 Development of Ratings and Leverage1 Schering Merck OTC Monsanto Agency LT- Rating Outlook ST- Rating S&P BBB Negative A-2 Moody’s Baa2 Stable P-2 Fitch BBB Negative F3 (Net Financial Debt + Pensions – 50% of Hybrid Volume) / reported EBITDA before special items Agency Long Term Rating over time S&P A BBB+ A- BBB Moody’s A3 Baa1 Baa2 Fitch2 BBB+ A- A A- BBB+ BBB Proven track record of disciplined deleveraging
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Net Financial Debt1 Jun. 30, 2025 Dec. 31, 2025 Jun. 30, 2026 EUR million EUR million EUR million Bonds and notes / promissory notes 34,794 33,310 31,807 of which hybrid bonds2 4,519 4,522 4,526 Liabilities to banks3 1,258 1,857 2,290 Lease Liabilities 1,162 1,286 1,363 Liabilities from derivatives4 245 137 218 Other financial liabilities 968 989 2,753 Receivables from derivatives4 (106) (76) (119) Financial debt 38,321 37,503 38,312 Cash and cash equivalents (4,557) (6,671) (4,289) Current financial assets5 (490) (989) (376) Net financial debt 33,274 29,843 33,647 1 For definition see Annual Report 2024, 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 Net Financial Debt1 Overview of Bayer‘s Funding Structure /// Bayer Debt Investor Information /// Status: Q2 202615 EUR 12.2 Senior EUR Bonds USD 16.6 Senior USD Bonds CNY 4.0 Senior CNY Bonds CHF 0.3 Senior CHF Bonds EUR 4.6 Hybrid EUR Bonds Nominal Volume of Major Instruments (bn) as of June 30, 2026 Further undrawn Sources of Liquidity: EUR 5.0 Revolving Credit Facility USD 8.0 Term Loan Facility EUR 1.3 European Investment Bank
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Bayer’s Maturity Profile is Well Balanced 16 /// Bayer Debt Investor Information /// Status: Q2 2026 EUR USD JPY BRL Other Currency Exposure incl. Derivatives as of June 30, 20262 €33.6bn Net Financial Debt 1 Converted at quarter-end FX rate: EURUSD 1.14, EURCNY 7.74, EURCHF 0.92; Does not include bonds issued in July 2026: CNY4.0bn of Panda Bonds (CNY3.0bn due in 2029 and CNY1.0bn due in 2031) issued on July 8, 2026, and USD5.0bn of USD Senior bonds (USD1.0bn due in 2031, USD750m due in 2033, USD1.5bn due in 2036, USD500m due in 2046 and USD1.2 5bn due in 2056) issued on July 20, 2026. 2 Based on quarter-end FX rates Bond Maturity Profile (€bn) as of June 30, 20261 0 1 2 3 4 5 6 7 8 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 >=2036 USD Senior Bonds (144a/RegS) EUR Senior Bonds CNY Panda Bonds CHF Senior Bonds EUR Hybrid (First Call Dates)
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Short-Term Funding: Commercial Paper Program Commercial Paper (CP) is a short-term unsecured debt instrument. CP are normally issued at a discount and redeemed at nominal value. It is structured as a SEC regulation’s section 4(a)(2) program so that there are no restrictions related to the use of proceeds. Issuer Bayer AG, Germany Bayer Corporation, USA Guarantor Bayer AG Term Between 1 and 364 days Program Amount €5bn or equivalent Markets U.S. market (USCP) and Euro market (ECP) Dealer ECP: Barclays, Citigroup, Rabobank, Goldman Sachs, BNP, Credit Agricole USCP: Barclays, Citigroup, J.P. Morgan, Wells Fargo, Bank of New York Mellon, Mitsubishi Issue and Paying Agent ECP: Deutsche Bank USCP: Deutsche Bank Short- and Long-Term Funding Programs /// Bayer Debt Investor Information /// Status: Q2 2026 Long-Term Funding: Debt Issuance Program Issuer Bayer AG, Germany Program Amount €20bn Term 12 months or more Dealer Deutsche Bank and further banks as dealer of the day Arranger Deutsche Bank Paying Agent Deutsche Bank Listing Regulated Market of Luxembourg Stock Exchange Purpose General Corporate Funding Purposes Under the Debt Issuance Program (DIP) Bayer may from time-to-time issue senior unsecured notes. The notes may be distributed by way of public or private placement and in each case on a syndicated or non-syndicated basis. 17
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Back-up Revolving Credit Facility /// Bayer Debt Investor Information /// Status: Q2 2026 Syndicated Loan Facility Borrower Bayer AG, Germany Bayer Corporation, USA Total Amount €5.0bn, thereof €1.5bn/$1.5bn Swingline Signing December 2024 Initial Tenor 5Y + two 1Y extension options (first extension option utilized) Syndicate Size 23 Banks Purpose General Corporate Purposes The multicurrency Syndicated Loan Facility can be used for general corporate purposes and is primarily a back-up line. Thus, it is not intended to be drawn in the course of ordinary business. It was last renewed in December 2024 and the participating banks form Bayer’s global banking group. 18
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Main Issuing Entities at Bayer Group Bayer AG Germany Bayer Capital Corp. B.V. Netherlands Monsanto Company USA Bayer Corp. USA Bayer US Finance LLC USA Bayer US Finance II LLC USA EUR Bonds USD Bonds EUR Bonds Hybrid Bonds USD Bonds USD Bonds USD Bonds Instruments issued or guaranteed by Bayer AG Indirect Hold through other entities /// Bayer Debt Investor Information /// Status: Q2 202619 CNY Bonds CHF Bonds
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Hybrid Bonds at Bayer 2019 2023 2025 2027 2030 2031 /// Bayer Debt Investor Information /// Status: Q2 2026 2022 2054-2083 NC8 Nov 19Issuance 2026 1st Call Date Aug 27 Maturity Nov 79 1 Swap is reset every fifth year starting with the first reset date 2 Optional Redemption Date Hybrid Bond Coupon ( in%) Outstanding Volume (in bn €) Initial Credit Spread 1st Step-Up 2nd Step-Up NC8 3.125 0.75 310.8 bps spread + 5Y Swap1 +25 bps/Nov 32 +75 bps/Nov 47 NC5.5 4.5 0.5 375.1 bps spread + 5Y Swap1 +25 bps/Sept 32 +75 bps/Sept 47 NC8.5 5.375 0.8 445.8 bps spread + 5Y Swap1 +25 bps/Sept 35 +75 bps/Sept 50 NC5.25 6.625 0.75 343.2 bps spread + 5Y Swap1 +25 bps/Dec 33 +75 bps/Dec 48 NC8.25 7 1.0 389.6 bps spread + 5Y Swap1 +25 bps/Dec 36 +75 bps/Dec 51 NC5.25 5.5 0.75 326.9 bps spread + 5Y Swap1 +25 bps/Dec 34 +75 bps/Dec 49 Sept 23Issuance 1st ORD2 Sept 28 & Sept 31 Maturity Sept 83NC5.25 NC8.25 Mar 22Issuance 1st ORD2 June 27 & June 30 Maturity Mar 82NC5.5 NC8.5 20282024 20 2029 Sept 24Issuance 1st ORD2 Sept 29 Maturity Sept 54NC5.25
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Upcoming Events 2026/2027 Date Tuesday, November 03, 2026 Q3 2026 Results / Quarterly Statement Wednesday, February 24, 2027 FY/Q4 2026 Results / Annual Report Friday, April 30, 2027 Annual Stockholders’ Meeting 2027 Tuesday, May 11, 2027 Q1 2027 Results / Quarterly Statement /// Bayer Debt Investor Information /// Status: Q2 2026 Event/ Publication Please note that the event calendar might be subject to changes 21
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Dr. Sven Vorstius Head of Funding E-Mail: Sven.Vorstius@bayer.com Building W 11 D-51368 Leverkusen Tobias Feld Investor Relations Officer E-Mail: Tobias.Feld@bayer.com Building W 11 D-51368 Leverkusen Contacts at Bayer /// Bayer Debt Investor Information /// Status: Q2 2026 22