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Q3 2016 Investor Conference Call Presentation
1. October 26, 2016 / Werner Baumann, CEO
Q3 2016 Results
Investor Conference Call
2. Cautionary Statements Regarding
Forward-Looking Information
Certain statements contained in this communication may constitute โforward-looking statements.โ 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 Companyโs (โMonsantoโ) 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 Monsantoโs operations into those of Bayer Aktiengesellschaft (โBayerโ); 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 managementโs 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 partiesโ 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 companyโs future financial
condition, operating results, strategy and plans; other factors detailed in Monsantoโs Annual Report on Form 10-K filed with
the U.S. Securities and Exchange Commission (the โSECโ) for the fiscal year ended August 31, 2016 and Monsantoโs other
filings with the SEC, which are available at http://www.sec.gov and on Monsantoโs website at www.monsanto.com; and other
factors discussed in Bayerโs 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.
โข Q3 2016 Investor Conference Call โข Werner BaumannPage 2
3. This communication relates to the proposed merger transaction involving Monsanto Company (โMonsantoโ) and Bayer
Aktiengesellschaft (โBayerโ). In connection with the proposed merger, Monsanto and Bayer intend to file relevant materials with
the U.S. Securities and Exchange Commission (the โSECโ). 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 โProxy Statementโ) 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 SECโs website, http://www.sec.gov, and Monsantoโs
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 Monsantoโs 2016 annual meeting of stockholders,
which was filed with the SEC on December 10, 2015, and in Monsantoโs 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
โข Q3 2016 Investor Conference Call โข Werner BaumannPage 3
4. Q3 2016 โ Highlights
๏ฌ Strong operating performance
๏ฌ Forecast for core EPS raised
๏ฌ Acquisition of Monsanto agreed
๏ฌ Sale of the Consumer Business of Environmental Science completed
๏ฌ Phase III study with Vericiguat in Chronic Heart Failure initiated
๏ฌ EU and US registration procedures for Kyleena successfully completed
๏ฌ Peak sales estimate for recently launched pharma products raised to >โฌ10 billion
๏ฌ Mid-term aspirations emphasize attractive growth and margin potential
โข Q3 2016 Investor Conference Call โข Werner BaumannPage 4
6. Q3 2016 โ Cash Flow And Net Debt
Development
โข Q3 2016 Investor Conference Call โข Werner Baumann
-โฌ2.0bn
June 30, 2016 Sept. 30, 2016
17.8
Cash Flow
in โฌ million, ฮ% yoy Fx adj.
Net Debt
in โฌ billion
15.8
*including net cash flow from discontinued operations of โฌ16 million
GCF oFCF*
1,951
CapEx
656 2,397
ฮ
y-o-y +36% +43%
NCF*
3,053
+31% 0%
2015 figures restatedPage 6
7. Q3 2016 โ Pharmaceuticals Sustains Very
Good Business Development
โข Q3 2016 Investor Conference Call โข Werner Baumann
Q3โ16 sales in โฌ million, ฮ% yoy, Fx adj.
772 +34%
409 +26%
85 +25%
64 -11%
65 +30%
Sum 1,395 +28%
Launch ProductsSales
in โฌ million; ฮ% yoy, Fx & portfolio adj.
EBITDA
3,870
4,152 +8%
1,253
1,421
Q3โ15
+13%
Q3โ16Q3โ15Q3โ16
before special items, in โฌ million; ฮ% yoy
2015 figures restated
Page 7
8. 247* +1%
118 -5%
101 +13%
85 -1%
Sum 551 +1%
Q3 2016 โ Moderate Increase in Sales at
Consumer Health
โข Q3 2016 Investor Conference Call โข Werner Baumann
*incl. Aspirin Cardio
Sales
in โฌ million; ฮ% yoy, Fx & portfolio adj.
1,424 1,425 +4%
340
328 -4%
Q3โ15 Q3โ16
Q3โ16 sales in โฌ million, ฮ% yoy, Fx adj.
Top Products
2015 figures restated
EBITDA
before special items, in โฌ million; ฮ% yoy
Page 8
Q3โ16Q3โ15
9. +1%
Q3'15 Q3'16
Q3 2016 โ Crop Science Successful in a
Persistently Difficult Market Environment
โข Q3 2016 Investor Conference Call โข 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
Q3โ15 Q3โ16
487
124
471
577
298
124
2,081 0%
Sales
in โฌ million; ฮ% yoy, Fx & portfolio adj. Q3โ16 sales in โฌ million, ฮ% yoy, Fx adj.
Regions EBITDA
before special items, in โฌ million; ฮ% yoy
2015 figures restated
Page 9
Q3โ16Q3โ15
10. 128 +1%
25 +19%
33 +9%
27 -11%
Sum 213 +2%
Q3 2016 โ Animal Health Driven by Seresto
โข Q3 2016 Investor Conference Call โข Werner Baumann
Sales
in โฌ million; ฮ% yoy, Fx & portfolio adj.
357 360 +3%
Q3โ15 Q3โ16
84
89 +6%
Q3โ16 sales in โฌ million, ฮ% yoy, Fx adj.
Top Products EBITDA
before special items, in โฌ million; ฮ% yoy
Page 10
Q3โ16Q3โ15
11. FY 2016 Forcast for core EPS Raised
,
Sales Group โฌ46.1bn Low-single-digit % increase to โฌ46-47bn
Life Sciences โฌ34.1bn Mid-single-digit % increase to ~โฌ35bn
Adj.
EBITDA
Group โฌ10.3bn High-single-digit % increase
Life Sciences โฌ8.6bn Mid- to high-single-digit % increase
Core EPS โฌ6.82 High-single-digit % increase
โข Q3 2016 Investor Conference Call โข Werner Baumann Assuming end Q3 2016 Fx rates (USD 1.12)
Outlook depends on specific planning assumptions as detailed in the Annual Report
Sales ฮ % yoy Fx and portfolio adj., EBITDA before special items
Continuing operations
2015 2016
update October
2015 figures restated
Page 11
12. Pharma
High-single-digit % increase to >โฌ16bn
Launch products toward โฌ5.5bn
Low-teens % increase
Margin improvement
Consumer
Health
Low- to mid-single-digit % increase to
about โฌ6bn
At prior-year level
Crop Science At prior-year level (about โฌ10bn) Low-single-digit % decline
Animal Health Low- to mid-single-digit % increase At prior-year level
FY 2016 โ Guidance by Segment
*Assuming end Q3 2016 Fx rates (USD 1.12)
Sales ฮ Fx & portf. adjusted, EBITDA before special items, continuing operations
Outlook depends on specific planning assumptions outlined in the Annual Report
โข Q3 2016 Investor Conference Call โข Werner Baumann
Sales * Adj. EBITDA *
Page 12
13. October 26, 2016 / Werner Baumann, CEO
Q3 2016 Results
Investor Conference Call