q3 2016 investor conference call presentation
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October 26, 2016 / Werner Baumann, CEO
Q3 2016 Results Investor Conference Call
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: the risk that Monsanto Company’s (“Monsanto”) stockholders do not approve the transaction; uncertainties as to the timing of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate Monsanto’s operations into those of Bayer Aktiengesellschaft (“Bayer”); such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees at Monsanto; risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the impact of indebtedness incurred by Bayer in connection with the transaction and the potential impact on the rating of indebtedness of Bayer; the effects of the business combination of Bayer and Monsanto, including the combined company’s future financial condition, operating results, strategy and plans; other factors detailed in Monsanto’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for the fiscal year ended August 31, 2016 and Monsanto’s other filings with the SEC, which are available at http://www.sec.gov and on Monsanto’s website at www.monsanto.com; and other factors discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. Bayer assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
• Q3 2016 Investor Conference Call • Werner Baumann Page 2
This communication relates to the proposed merger transaction involving Monsanto Company (“Monsanto”) and Bayer Aktiengesellschaft (“Bayer”). In connection with the proposed merger, Monsanto and Bayer intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”). Monsanto has filed with the SEC a preliminary proxy statement on Schedule 14A and will file and provide to Monsanto stockholders a definitive proxy statement (the “Proxy Statement”) that will contain important information regarding the proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that Monsanto may file with the SEC or send to its stockholders in connection with the proposed merger. STOCKHOLDERS OF MONSANTO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and Monsanto’s website, www.monsanto.com, and Monsanto stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from Monsanto. In addition, the documents (when available) may be obtained free of charge by directing a request to Corporate Secretary, Monsanto Company, 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, or by calling (314) 694-8148. Participants in Solicitation
Monsanto, Bayer and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Monsanto common stock in respect of the proposed transaction. Information about the directors and executive officers of Monsanto is set forth in the proxy statement for Monsanto’s 2016 annual meeting of stockholders, which was filed with the SEC on December 10, 2015, and in Monsanto’s Annual Report on Form 10-K for the fiscal year ended August 31, 2016, which was filed with the SEC on October 19, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Additional Information and Where to Find It
• Q3 2016 Investor Conference Call • Werner Baumann Page 3
Q3 2016 – Highlights
Strong operating performance
Forecast for core EPS raised
Acquisition of Monsanto agreed
Sale of the Consumer Business of Environmental Science completed
Phase III study with Vericiguat in Chronic Heart Failure initiated
EU and US registration procedures for Kyleena successfully completed
Peak sales estimate for recently launched pharma products raised to >€10 billion
Mid-term aspirations emphasize attractive growth and margin potential
• Q3 2016 Investor Conference Call • Werner Baumann Page 4
+14%
1,795 1,572
+4%
11,262 11,004
+6%
2,682 2,530
+2%
1.73 1.69
Q3’16 Q3’15 Q3’16 Q3’15 Q3’16 Q3’15 Q3’16 Q3’15
Q3 2016 – Bayer Shows Strong Performance
• Q3 2016 Investor Conference Call • Werner Baumann
EBIT in € million
EBITDA before special items in € million
Core EPS cont. operations in €
Sales in € million % currency & portfolio adj.
2015 figures restated Page 5
Q3 2016 – Cash Flow And Net Debt Development
• Q3 2016 Investor Conference Call • Werner Baumann
-€2.0bn
June 30, 2016 Sept. 30, 2016
17.8
Cash Flow in € million, Δ% yoy Fx adj.
Net Debt in € billion
15.8
*including net cash flow from discontinued operations of €16 million
GCF oFCF*
1,951
CapEx
656 2,397
Δ y-o-y +36% +43%
NCF*
3,053
+31% 0%
2015 figures restated Page 6
Q3 2016 – Pharmaceuticals Sustains Very Good Business Development
• Q3 2016 Investor Conference Call • Werner Baumann
Q3‘16 sales in € million, Δ% yoy, Fx adj.
772 +34%
409 +26%
85 +25%
64 -11%
65 +30%
Sum 1,395 +28%
Launch Products Sales in € million; Δ% yoy, Fx & portfolio adj.
EBITDA
3,870 4,152 +8%
1,253 1,421
Q3‘15
+13%
Q3‘16 Q3‘15 Q3‘16
before special items, in € million; Δ% yoy
2015 figures restated Page 7
247* +1%
118 -5%
101 +13%
85 -1%
Sum 551 +1%
Q3 2016 – Moderate Increase in Sales at Consumer Health
• Q3 2016 Investor Conference Call • Werner Baumann *incl. Aspirin Cardio
Sales in € million; Δ% yoy, Fx & portfolio adj.
1,424 1,425 +4% 340
328 -4%
Q3‘15 Q3‘16
Q3‘16 sales in € million, Δ% yoy, Fx adj. Top Products
2015 figures restated
EBITDA before special items, in € million; Δ% yoy
Page 8
Q3‘16 Q3‘15
+1%
Q3'15 Q3'16
Q3 2016 – Crop Science Successful in a Persistently Difficult Market Environment
• Q3 2016 Investor Conference Call • Werner Baumann
Europe 463 +6%
North America 368 +6%
Asia / Pacific 367 +1%
LatAm / Africa / Middle East 859 -5%
Environm. Science Seeds
Seed Growth
Fungicides
Insecticides
Herbicides 480
146
385
615
279
152 +18% +22%
-4%
+8%
-17%
-1%
2,057
316 318
Q3‘15 Q3‘16
487
124
471
577
298
124
2,081 0%
Sales in € million; Δ% yoy, Fx & portfolio adj. Q3‘16 sales in € million, Δ% yoy, Fx adj.
Regions EBITDA before special items, in € million; Δ% yoy
2015 figures restated Page 9
Q3‘16 Q3‘15
128 +1%
25 +19%
33 +9%
27 -11%
Sum 213 +2%
Q3 2016 – Animal Health Driven by Seresto
• Q3 2016 Investor Conference Call • Werner Baumann
Sales in € million; Δ% yoy, Fx & portfolio adj.
357 360 +3%
Q3‘15 Q3‘16
84 89 +6%
Q3‘16 sales in € million, Δ% yoy, Fx adj. Top Products EBITDA
before special items, in € million; Δ% yoy
Page 10
Q3‘16 Q3‘15
FY 2016 Forcast for core EPS Raised
,
Sales Group €46.1bn Low-single-digit % increase to €46-47bn
Life Sciences €34.1bn Mid-single-digit % increase to ~€35bn
Adj. EBITDA
Group €10.3bn High-single-digit % increase
Life Sciences €8.6bn Mid- to high-single-digit % increase
Core EPS €6.82 High-single-digit % increase
• Q3 2016 Investor Conference Call • Werner Baumann Assuming end Q3 2016 Fx rates (USD 1.12) Outlook depends on specific planning assumptions as detailed in the Annual Report
Sales Δ % yoy Fx and portfolio adj., EBITDA before special items Continuing operations
2015 2016 update October
2015 figures restated Page 11
Pharma High-single-digit % increase to >€16bn Launch products toward €5.5bn
Low-teens % increase Margin improvement
Consumer Health
Low- to mid-single-digit % increase to about €6bn At prior-year level
Crop Science At prior-year level (about €10bn) Low-single-digit % decline
Animal Health Low- to mid-single-digit % increase At prior-year level
FY 2016 – Guidance by Segment
*Assuming end Q3 2016 Fx rates (USD 1.12) Sales Δ Fx & portf. adjusted, EBITDA before special items, continuing operations Outlook depends on specific planning assumptions outlined in the Annual Report
• Q3 2016 Investor Conference Call • Werner Baumann
Sales * Adj. EBITDA *
Page 12
October 26, 2016 / Werner Baumann, CEO
Q3 2016 Results Investor Conference Call
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