Operating cash flow
Gross cash flow in the second quarter of 2006 increased by
11.2 percent to EUR 964 million (Q2 2005: EUR 867 million)
thanks to the strong growth in business. Net cash flow
from continuing operations fell by EUR 85 million to EUR 895 million (Q2 2005: EUR 980 million), due especially to
lower cash inflows in the CropScience subgroup. The net
cash flow includes a EUR 145 million inflow from the
newly acquired Schering business. Of this amount, the sale
of hedging options related to stock option plans of Schering
AG accounted for EUR 121 million.
There will be a corresponding outflow in the third quarter.
Investing cash flow
There was a net cash outflow of EUR 13,836 million for
investing activities (Q2 2005: inflow of EUR 247 million).
The principal item was EUR 14.1 billion in cash outflows
for acquisitions, comprising EUR 15.1 billion in purchase
price disbursements for Schering AG through June 30, 2006,
less approximately EUR 1 billion in acquired cash.
Capital expenditures for property, plant and equipment
(EUR 324 million) and intangible assets (EUR 16 million)
rose by EUR 69 million to 340 million (Q2 2005: EUR 271 million). Interest receipts increased as a result of high
cash holdings prior to the Schering acquisition. Interest
and dividend receipts thus rose from EUR 334 million
to EUR 375 million. There was a net cash inflow of EUR 133 million from the sale of marketable securities (Q2 2005:
outflow of EUR 94 million).
Financing cash flow
The net cash inflow of EUR 12,320 million from financing
activities (Q2 2005: outflow of EUR 1,347 million) mainly
comprised net borrowings of EUR 13,473 million in connection
with the financing of the Schering acquisition (for details
see the table “Financing Measures for the Schering
Acquisition”).
Cash outflows for dividend payments amounted to EUR 692 million (Q2 2005: EUR 429 million), while those for interest
payments came to EUR 461 million (Q2 2005: EUR 439 million).
| Cash Flow Key Data |
| EUR million |
2nd Quarter
2005 |
2nd
Quarter 2006 |
1st Half
2005 |
1st
Half 2006 |
| Gross cash flow* |
867 |
964 |
1,927 |
2,090 |
| Changes in working capital |
113 |
(69) |
(1,218) |
(1,131) |
| Net cash provided by (used in) operating activities
(net cash flow), continuing operations |
980 |
895 |
709 |
959 |
| Net cash provided by (used in) operating activities
(net cash flow), discontinued operations |
45 |
107 |
58 |
171 |
| Net cash provided by (used in) operating activities
(net cash flow), total |
1,025 |
1,002 |
767 |
1,130 |
| Net cash provided by (used in) investing activities (total) |
247 |
(13,836) |
(700) |
(14,028) |
| Net cash provided by (used in) financing activities (total) |
(1,347) |
12,320 |
(1,777) |
12,133 |
| Change in cash and cash equivalents due to business activities
(total) |
(75) |
(514) |
(1,710) |
(765) |
2005 figures restated
* for definition see Bayer Group Key Data
| Net Debt |
Dec.
31, 2005 |
March
31, 2006 |
June
30, 2006 |
| EUR million |
|
|
|
| Noncurrent financial liabilities as per balance sheets
(including derivatives) |
7,185 |
7,419 |
10,373 |
| of which |
|
|
|
| Mandatory convertible bond |
– |
– |
2,271 |
| Hybrid bond |
1,268 |
1,250 |
1,242 |
Current financial liabilities as per balance sheets
(including derivatives) |
1,767 |
1,332 |
12,053 |
| - Derivative receivables |
188 |
170 |
212 |
| Financial liabilities from continuing operations |
8,764 |
8,581 |
22,214 |
- Liquid assets as per balance sheets less amount
not
freely available* |
3,270 |
2,864 |
2,269 |
| Net debt from continuing operations |
5,494 |
5,717 |
19,945 |
* In view of the restriction on its use, the EUR 304 million
liquidity in the escrow accounts was not deducted when calculating
net debt. June 30, 2006: EUR 2,269 million = EUR 2,573 million
- EUR 304 million.
Liquid assets and net debt
Including marketable securities and other instruments,
the Bayer Group had liquid assets of EUR 2,573 million
as of June 30, 2006. Of this amount, EUR 304 million
was held in escrow accounts to be used exclusively
for payments relating to civil law settlements in antitrust
proceedings.
Net debt increased by EUR 14.2 billion in the second
quarter of 2006. In connection with the Schering acquisition
we spent EUR 15.1 billion, acquiring EUR 1.0 billion
in liquid assets and EUR 0.2 billion in financial liabilities
from Schering.
The measures adopted to finance the acquisition are
shown in the table below. The remainder of the purchase
price was paid mainly out of liquidity.
In addition, on July 6, 2006 – after the end of
the reporting period – we placed 34 million new
shares with German and international institutional investors.
Cash inflow from the capital increase amounted to some EUR 1.2 billion. Together with the placing of the EUR 2.3 billion
mandatory convertible bond, this successfully completes
the equity raising announced in connection with the Schering
acquisition. The total EUR 3.5 billion thus raised
is significantly below the EUR 4 billion limit originally
set.
The net debt should also be viewed in light of the fact
that the noncurrent financial liabilities include in
their entirety both the 100-year hybrid bond issued in
2005 and the newly issued mandatory convertible bond.
In computing debt indicators, rating agencies assign
hybrid bonds partly, and mandatory convertible bonds
wholly, to stockholders’ equity. These bonds thus
support the Group’s rating-specific debt indicators.
In July 2006, Standard & Poor’s altered Bayer
AG’s long-term issuer rating from A with stable
outlook to BBB+ with positive outlook, citing the debt
increase associated with the Schering acquisition. Also
in July 2006, Moody’s confirmed the current A3
rating for Bayer AG, changing the outlook from stable
to negative.
| Financing Measures for the
Schering Acquisition in the Second Quarter of 2006 |
| EUR billion |
|
| Use of a credit facility and syndicated loan |
7.6 |
| Placement of a 3-year floating-rate Eurobond |
1.6 |
| Placement of a 7-year fixed-rate Eurobond |
1.0 |
| Placement of a 12-year fixed-rate sterling bond |
0.4 |
| Placement of a mandatory convertible bond |
2.3 |
| |
|
| Total |
12.9 |
|