SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2004
BAYER AKTIENGESELLSCHAFT
BAYER CORPORATION*
(Translation of registrant's name into English)
Bayerwerk, Gebaeude W11
Kaiser-Wilhelm-Allee
51368 Leverkusen
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
---- ----
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1): N/A
-----
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7): N/A
-----
Indicate by check mark whether the registrant by furnishing the information
contained in this form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
---- ----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
-----
* Bayer Corporation is also the name of a wholly-owned subsidiary of the
registrant in the United States.
BAYER AIMS TO INCREASE EBITDA MARGIN
BY NEARLY 60 PERCENT THROUGH 2006
o 2003: EBIT before special items up 67 percent to EUR 1.4 billion
o Net loss of EUR 1.4 billion after high special charges
o Sales increase by 5 percent before currency translation
o Net debt reduced to below EUR 6 billion
--------------------------------------------------------------------------------
LEVERKUSEN - The Bayer Group intends to increase both the operating result
before depreciation and amortization (EBITDA) and the operating result (EBIT)
before special items by more than 10 percent in 2004. This was announced by
Bayer Management Board Chairman Werner Wenning at the company's Spring Financial
News Conference on Thursday in Leverkusen. "We have also redefined our target
returns in the context of our realignment. We plan to achieve an EBITDA margin
of approximately 19 percent for the Bayer Group as a whole by 2006," Wenning
said. This corresponds to an increase of nearly 60 percent over the 12-percent
EBITDA margin in 2003. "Our goals are ambitious. We plan to achieve them through
the announced portfolio changes, sales growth especially from new products in
our life-science businesses, and considerable efficiency improvements in all
subgroups."
Wenning added that there are signs of a gradual economic recovery, driven mainly
by the United States and Asia. Despite sustained pressure on prices, currency-
and portfolio-adjusted sales grew by 5 percent in the first two months of 2004.
The EBIT figures also show an encouraging trend, said the Bayer CEO, explaining
that this is true for the life-science businesses Bayer HealthCare and Bayer
CropScience, but especially for the industrial businesses, including the
activities placed in the independent company named "Lanxess" that is scheduled
to be listed on the stock market by early 2005. Overall Wenning displayed
cautious optimism about the company's performance for the rest of the year.
In 2003 Bayer improved its operating performance and increased EBIT before
special items by 67 percent, to EUR 1.4 billion - despite difficult economic
conditions and negative currency effects. Although Group sales declined by 3.6
percent to EUR 28.6 billion, sales in local currencies advanced by 5 percent.
Nonetheless, Wenning was clearly unsatisfied with Bayer's performance in 2003 in
view of the company's net loss of EUR 1.4 billion after net income of EUR 1.1
billion
in 2002. The loss was largely due to EUR 1.9 billion in impairment losses and
valuation adjustments that had been announced at the end of 2003 in connection
with the strategic realignment of Bayer's portfolio. The company also took a
total of EUR 0.5 billion in other asset write-downs and restructuring charges,
which related chiefly to site consolidations. Bayer recorded special income of
EUR 0.5 billion from portfolio measures, principally the divestment of the
household insecticides business. The main items contributing to the remaining
net special charges of EUR 0.6 billion were expenses for achieving staff
reductions and accounting measures taken in connection with the
cholesterol-lowering drug Lipobay/Baycol, which was withdrawn from the market in
2001. Including a non-operating result of minus EUR 0.8 billion and net tax
income of EUR 0.6 billion due to deferred taxes, the Bayer Group posted a net
loss of EUR 1.4 billion in 2003.
Positive aspects listed by the Bayer CEO included the improvement of the
company's operating performance and the 5-percent increase in the gross cash
flow to EUR 3.2 billion. According to Wenning, this documents Bayer's solid
financial strength which has not been diminished by the impairment charges. The
efficiency-improvement programs, with which Bayer expects to realize savings of
more than EUR 2.5 billion between 2002 and 2005, enabled the company to cut
costs by around EUR 730 million in 2003. Net debt was reduced by EUR 2.9 billion
to below EUR 6 billion. Said Wenning: "We significantly exceeded our stated goal
of reducing net debt to EUR 7 billion."
Despite Bayer's net loss for the year, the company has nonetheless decided to
pay a dividend. Wenning explained the reasons for this decision: "We have a
strong cash flow and are convinced of the future profitability of the Bayer
Group. With our proposed dividend of 50 cents, we want to take into account our
stockholders' interests with an appropriate dividend yield, even in this special
situation."
The company's business performed well, although the reported figures are down in
some areas. This positive performance becomes evident when adjustments are made
for the effects of exchange rate fluctuations and portfolio changes. Thus, sales
in the HealthCare subgroup declined by 5.3 percent to EUR 8.9 billion, yet
expanded by 9.2 percent when adjusted for portfolio and currency effects. Due to
write-downs for the plasma business, which is earmarked for divestment, and to
high restructuring charges, EBIT fell by 43 percent to EUR 334 million. Before
special items, however, EBIT improved by 22 percent to EUR 876 million.
Sales of Bayer CropScience improved by 22.7 percent to EUR 5.8 billion. When
adjusted for portfolio changes and currency translation, sales increased by 11.8
percent. Compared to the previous year - which was negatively impacted by
write-downs relating to the first-time consolidation of Aventis CropScience -
EBIT grew by EUR 580 million to EUR 405 million before special items.
In the Polymers and Chemicals businesses, the weak economy, increasing
competitive pressures, rising raw material and energy costs and the unfavorable
exchange rate situation created extremely difficult market conditions. Sales of
Polymers receded by 5 percent to EUR 9.9 billion; underlying sales of this
subgroup increased by 3.8 percent. On the other hand, high impairment charges
and other special items led to a decline in EBIT to minus EUR 1.2 billion. EBIT
before special items fell by 51 percent to EUR 198 million (2002: EUR 407
million). Sales of the Bayer Chemicals subgroup decreased by 21.3 percent to EUR
3.4 billion; underlying sales were up by 0.8 percent. Here too, high impairment
charges and other special items reduced EBIT to minus EUR 499 million (2002: EUR
1.1 billion). Before these special items, EBIT declined by 79 percent to EUR 42
million.
According to the Bayer CEO, the focus of the company's efforts in 2004 will be
to further improve its performance. Bayer will also work to implement its
strategic decision to place the chemicals business - with the exception of H.C.
Starck and Wolff Walsrode - and about one third of its polymers business into an
independent company called Lanxess that is scheduled to be listed on the stock
market by early 2005 at the latest. The reorganization process is all but
completed, which means the activities concerned will be placed in a virtual
organization by July 1, 2004, allowing Lanxess to largely operate as an
independent unit.
POSITIVE NET EARNINGS EXPECTED FOR LANXESS IN 2004
Wenning expressed confidence that - with its large number of cyclical businesses
- Lanxess would benefit significantly from the economic recovery after suffering
particularly from the general weakness of the market last year and additionally
having to absorb many special charges. The Bayer CEO explained that additional
earnings contributions from the cost-containment projects and lower depreciation
should also have a positive effect. "We therefore believe that there will be a
strong increase in EBIT of Lanxess before special items and expect it to post
positive net earnings for the year from a stand-alone perspective."
Wenning said that the improvement of earning power will remain the primary focus
for the activities remaining with Bayer. The company will therefore
systematically pursue its efficiency-improvement programs, from which it expects
net savings of more than EUR 900 million in 2004. The Bayer Chairman also
believes the company is well equipped to deal with developments in the medium
and long term: "Here we will rely above all on our company's innovative
potential." He explained that Bayer plans to continue setting trends in
research-intensive fields and therefore intends to spend EUR 2.3 billion for
research and development this year. The innovative life-science businesses
together account for 85 percent of this total. Bayer plans to spend EUR 1.8
billion for property, plant, equipment and intangible assets.
REDEFINED TARGET RETURNS
The company has also redefined its target returns in the context of its
realignment, explained the Bayer CEO. "Our target returns correspond to the
long-term potential of our businesses," said Wenning. "After separation from
Lanxess, we plan to achieve an EBITDA margin of approximately 19 percent for the
Bayer Group as a whole by 2006. Our target return has been set at 22 percent."
Performance targets vary for the individual subgroups: HealthCare intends to
achieve 17 percent of its target return of 23 percent by 2006, while CropScience
is aiming for 25 (target: 26) percent and MaterialScience for 18 (target: 21)
percent.
"Within just two years we have fundamentally changed Bayer's alignment through a
tremendous effort," concluded Wenning. "The separation from Lanxess will
complete this process, which has freed up all our energy for innovation and
growth. The Bayer ship is on a new course, and it is really picking up steam."
In his comments on the 2003 financial statements, CFO Klaus Kuehn pointed out
that with the high special items and charges, by far the greater part of the
company's restructuring expense is already accounted for in the balance sheet.
According to Kuehn, the company therefore expects that special items in 2004
will relate predominantly to the separation of Lanxess and the sale of the
plasma business. By maintaining strict capital discipline, Bayer was able to
keep capital expenditures for intangible assets, property, plant and equipment
below EUR 1.7 billion. Capital expenditures thus amounted to less than 70
percent of scheduled depreciation and amortization, Kuehn explained.
LEVEL OF NET DEBT OFFERS GREATER FINANCIAL FLEXIBILITY
The free cash flow of EUR 2.4 billion after acquisitions and divestments was
used to reduce financial debt. Financing in local currencies, principally the
U.S. dollar, also contributed around EUR 500 million to the reduction in net
debt to below EUR 6 billion. Explained Kuehn: "We have now arrived at a level of
net debt that offers greater financial flexibility." He added that, since
Bayer's maturity structure remains conservative, the company will not have any
material refinancing requirements until 2007.
Total assets had declined by 10 percent to EUR 37.4 billion by December 31,
2003. This was mainly due to the EUR 4.9 billion decrease in intangible assets
and property, plant and equipment. Stockholders' equity shrank by EUR 3.1
billion to EUR 12.2 billion, giving a 33 percent equity coverage of total assets
(2002: 37 percent). This decline was mainly due to the EUR 1.4 billion net loss
for the year, the EUR 657 million dividend payment for 2002, and the EUR 1.1
billion impact of negative currency translations.
Leverkusen, March 18, 2004
Contact:
--------
GUENTER FORNECK, TEL.: +49 214 30 50446, FAX: +49 214 30 55156
E-mail: guenter.forneck.gf@bayer-ag.de
HANS GRAF VON HOCHBERG, TEL.: +49 214 30 82895, FAX: 49 214 30 55156
E-mail: hans.hochberg.hh@bayer-ag.de
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bayer Aktiengesellschaft
(Registrant)
By: /s/ ppa. Alexander Rosar
-------------------------------------
Name: Alexander Rosar
Title: Head of Investor Relations
By: /s/ Armin Buchmeier
--------------------------------
Name: Armin Buchmeier
Title: Senior Counsel
Date: March 18, 2004