Bayer AG - Financial Reports 2006 - Stockholders' Newsletter Second Quarter 2006
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Overview of Sales,
Earnings and Financial
Position
Outlook
Changes in Corporate
Structure
Performance by Subgroup
and Segment
Performance by Region
Liquidity and
Capital Resources
Asset and Capital Structure
Employees
Legal Risks
Subsequent Events
 
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Management Report
Liquidity and Capital Resources
9 von 13
 

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

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