Wacker
Wacker
Wacker
Silicones –
A World
2016
of Unlimited
Potential
14
Silicon
WACKER –
At a Glance
Results / Return
Sales 5,404.2 5,296.2 2.0
EBITDA1 1,101.4 1,048.8 5.0
EBITDA margin 2 (%) 20.4 19.8 n. a.
EBIT 3 366.2 473.4 – 22.6
EBIT margin 2 (%) 6.8 8.9 n. a.
Employees
Personnel expenses 1,379.4 1,350.1 2.2
Employees (December 31, number) 17,205 16,972 1.4
1
EBITDA is EBIT before depreciation and amortization.
2
Margins are calculated based on sales.
3
EBIT is the result from continuing operations for the period before interest and other financial results, and income taxes.
4
Sum of cash and cash equivalents, noncurrent and current securities, and noncurrent and current financial liabilities.
5
Capital expenditures excluding acquisitions.
6
Sum of cash flow from operating activities (excluding changes in advance payments) and cash flow from long-term investing activities ( before securities),
including additions due to finance leases.
Annual Report Vision and Key Events in 2016
Silicones – Truly Multi-Talented
2
3
2016 A–
For Our Shareholders
Letter to Our Shareholders 27
Silicones – Executive Board
Report of the Supervisory Board
31
32
A World WACKER Stock in 2016 36
of Unlimited B–
Combined
Potential Management Report
Group Business Fundamentals 43
Goals and Strategies 49
Management Processes 51
Statutory Information on Takeovers 54
Business Report 55
Earnings 60
Net Assets 65
Financial Position 68
Non-Financial Performance Indicators
and Other Information 71
Management Report of Wacker Chemie AG 86
Risk Management Report 90
Outlook 106
C–
Consolidated
Financial Statements
Statement of Income 117
Statement of Comprehensive Income 118
Statement of Financial Position 119
Statement of Cash Flows 120
Statement of Changes in Equity 121
Reconciliation of Other Equity Items 122
Segment Information by Division 123
Segment Information by Region 124
Notes of the WACKER Group 125
Supervisory Board 176
Executive Board 177
Corporate Governance Report and
Declaration on Corporate Management 178
Declaration by the Executive Board
on Accounting Methods and Auditing 188
14
Auditors’ Report 189
Vision –
As an innovative chemical company, WACKER makes
a vital contribution to improving the quality of life
around the world. In the future, we want to continue
developing and supplying solutions that meet our
own expectations of adding value for our customers
and shareholders, and growing sustainably.
2016 –
Key Events
March – To mark World Refugee Day on June 20, WACKER is boosting its R&D for silicones in
WACKER expanded its technical competence SchlaU, a Munich-based refugee initiative, the USA with a new lab complex in Ann Arbor,
center in Singapore to include a new devel- and Wacker Chemie AG launched a project to Michigan. The complex is dedicated to de-
opment and test lab for silicone elastomers, enable young refugees in the Bavarian dis- veloping new products and business fields in
which are used, for example, in the electronics trict of Altötting to start their working lives. North, Central and South America, and will
and healthcare sectors. The silicones and We donated a total of € 200,000 to the SchlaU officially open in the first half of 2017.
polymeric-binder labs for construction appli- School. The collaboration with WACKER’s Burg
cations were also modernized. hausen Vocational Training Center ( BBiW ) At the K 2016 plastics show in Düsseldorf,
aims to help young refugees living in Bavaria’s WACKER presented innovative products and
April – Altötting district learn German and to find technologies for key industries such as the
them suitable training places.
2 The new polysilicon site in the US state
of Tennessee officially opened. The site in
automotive, electronics, lighting and health-
care sectors. Among other innovations,
Charleston is WACKER’s largest single invest- August – WACKER showcased textile sensors of silicone
ment ever, totaling some US$ 2.5 billion. We Dr. Alexander Filippou, Professor of Inorganic film, crystal-clear encapsulation compounds
finished commissioning the production facil- Chemistry at the University of Bonn, Germany, for LED s , and optical lenses. WACKER also
ities there on schedule in the third quarter. received the 2016 WACKER Silicone Award. presented the world’s first-ever industrial 3D
Full capacity is over 20,000 metric tons The award was presented at the eighth printer for silicones.
per annum. Around 650 people work at the European Silicon Days in Poznań, Poland, in
Charleston site. recognition of Filippou’s groundbreaking
work in the field of organosilicon chemistry.
November –
A pilot reactor for vinyl acetate-ethylene
copolymer ( VAE ) dispersions came on stream
at the Nanjing site in the Chinese province of
October – Jiangsu. With the new plant, we are intensi-
WACKER presented the Alexander Wacker fying our local R&D and expanding our local
June – Innovation Award 2016 to a research team in product developments, application technol-
WACKER began expanding its production Burghausen for developing a 3D printing ogy and customer service offerings.
capacities for silicone rubber at the Jincheon process. The first industrial 3D printer manu-
site in South Korea. We are erecting new factures parts from silicones. The high-tech December –
plants for manufacturing more silicone seal printer is called ACEO ® Imagine Series K, WACKER BIOSOLUTIONS acquired a large-scale
ants, specialty silicones and liquid silicone and the procedure developed by WACKER fermentation plant in northern Spain. The
rubber for the construction, electronics and researchers is a milestone in additive manu- plant at the León site will produce cysteine
automotive industries. facturing. for foods and pharmaceutical products by
fermentation processes. The acquisition is a
strategic step toward meeting our custom-
ers’ cysteine demand in the long term and
offering other bioengineered products.
Silicones –
Truly Multi-Talented
Silicones –
Diverse
Applications
Silicones –
Unlimited
Co
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Potential
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n of traffic- be onc rete
ar ing structur –
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Binders for silic one resi
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Construction foam –
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in gs materials. Displaying an astonishing
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po ie capacity for change, they range from
rc or
er
om o s
En
C l at c es s nic
s silicone fluids, emulsions and resins
– su ac s e nt tro
In le er um ele
c through to silicone elastomers.
– ab rm tr er
fo ns
– C ans gi ow WACKER’s product portfolio covers
Tr u r i n
n dp
– s a some 3,000 different silicones.
ea er s
– M nsum to r
o d uc Hardly any material has so many
i te s
n
–C ico
pos
s
em aic useful properties. Silicone elasto-
–S olt om
tov –C
h o cs mers are used, e. g., to protect car
–P
Pl a s ti
me rs – electronics against moisture and
s to les dirt, and to prevent short circuiting
Ela ar tic
r i n te d le s
–P a r tic in high-voltage power lines. Anti-
t r uded a r ticle
s
–E x
olde d
foam agents prevent washing ma-
n - m
c tio chines from foaming over. Silicones
– Inje
s
m p os ite athing give skin and hair a silky sheen. 7
– Co and she
le m a nu fac tu re
– Ca b Specialty silanes and silicone resins
g
– Pad pr intin keep the walls of buildings dry while
– Additive s allowing water vapor to escape from
– Impregnating agents the interior. When it comes to ap-
– Polyethy lene cros slinking plications, silicones offer almost
– Pr ecis io n ca unlimited potential.
sting
– M oldm
a k ing
Coatin
gs – A
– G la
– Co
s s ju
r ros
ion
gs
dhes
ives
45 %
–C pr ot Liquid Silicones
oil c ecti
–E oat on Almost half of WACKER silicones are
qui ing
pm s
–H
ou
ent fluids, emulsions, resins and silanes,
seh eng
–G old ine i. e. liquid in form. They usually act
las er in
–M s / g ap g
plia behind the scenes, as it were, pro-
ica las n c
–H im s -re e s
i pr inf viding special surface effects or
– E ghly eg
na
orc
lec he tio e d serving as processing aids.
–W tro at- n lam
oo m re ina
– a sis te s
Fi d gn ta
l te co et nt
ra at s co
in ati
55 %
nd gs ng
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cl s /
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Silicones –
Our Business at a Glance
~ € 10 27 %
70 Years
Billion Sales in Asia
WACKER SILICONES generates some-
what less than 30 percent of its sales
The age of silicones began at WACKER Silicone Market in Asia, making it the second-largest
on August 2, 1947, making the chemical The silicone market is polarized. market after Europe. Our silicone
company Europe’s first silicone pro- Accounting for 35 percent of the mar- business in India and Southeast Asia
ducer. Today, silicones account for ket, Dow Corning is currently the grew at a particularly fast rate in 2016.
over a third of WACKER’s total sales of largest silicone manufacturer capable Rising living standards in emerging
€ 5.4 billion. of producing its own raw materials. Asian markets are fueling demand for
WACKER ranks second with 17 percent, high-q uality products that contain
just ahead of Momentive. WACKER is silicone.
Raw Material from Holla world No. 1 in a variety of application
8 Silicone production requires one thing fields, such as building protection.
in particular: silicon metal. It is the The value chain operated by the
most important raw material after largest silicone producers with back-
methanol. WACKER’s production site ward integration amounts to around
in Holla, Norway, meets about a third € 10 billion.
of our total demand. The remainder
is purchased on global markets. Cap-
tive production has key advantages, Breakdown of Sales
making WACKER slightly less depen- WACKER SILICONES has been steadily
dent on price trends. increasing its sales for years. 2016 was WACKER’s Zhangjiagang plant in China
the first time that its sales surpassed
the two-billion-euro mark.
27%
12
Asia
47%
Europe
Sites
20% WACKER operates 26 production sites
USA around the world, 12 of which belong
6% to the integrated production network
Rest of run by WACKER SILICONES. Located
world
in Europe, Asia and the Americas,
these sites supply global growth
Silicon-metal production site in Holla, markets. The company’s Burghausen
Norway and Nünchr itz sites in Germany and
Zhangjiagang in China play a key role.
3,000
They make sales products, as well as
silanes and siloxanes, which are key
upstream and intermediate products.
The division’s fully integrated produc-
tion system is unique, making it pos- Products
sible to treat byproducts and return Turn two into seven and then into
4,566
them to the production cycle, where 3,000: that’s silicone production at
they are processed into value-added WACKER in a nutshell. WACKER uses
sales products. two raw materials – silicon metal and
methanol – to make 3,000 different
22
silicone products in seven product Employees
lines: silanes, siloxanes, silicone flu- Nearly a third of WACKER employees
ids and emulsions, elastomers, resins, work at the company’s largest busi-
pyrogenic silica and, the most recent ness division, most of them in research,
Technical addition to the WACKER SILICONES fam- technical support and production.
Competence Centers ily, organofunctional silanes. Almost 60 percent of them are based
Our technical centers are based locally in Germany. Investments and expand-
to enable us to develop tailored mar- ing sales markets, especially in Asia,
ket solutions – a service that benefits are causing the number of employees
silicone customers as well. Every coun- based outside Germany to rise at an
try has its own distinct raw materials, above-average rate.
processing conditions, applications,
legal regulations and standards, not
to mention consumer expectations.
WACKER’s silicone experts adapt prod-
ucts accordingly and show customers
how to get the most out of silicones. 9
WACKER ACADEMY regularly provides
4,200 m2
training at our technical centers, with
courses designed for sales staff, cus-
tomers, distributors and universities.
the world’s
second-
Technical competence center
in Pangyo, South Korea largest
producer of
silicones
Wacker Chemie AG – Annual Report 2016
Silicones –
Five Questions –
On Course for Growth
with Silicones
Interview with
Dr. Robert Gnann,
President of
WACKER SILICONES
1 –
10 WACKER is currently the world’s
No. 2 silicones producer. What is your
strategy for further growth?
2 – 3 –
silicones, which are in huge demand.
The issue here is to produce materials
of uniformly high quality at the lowest
possible cost. We are pursuing an
What makes WACKER SILICONES So the aim is to keep on improving optimum-mix strategy, not only offer-
better than its rivals? silicones and modifying their ing high-efficiency production of com-
In other words, how do you hold properties for new applications? modity silicones, but also a growing
your own against the competition? share of tailored specialties that add
Dr. Gnann: Yes, but not only that. We value for customers.
Dr. Gnann: One of our biggest strengths are heavily reliant on fundamental in-
5 –
is the comprehensive customer ser- novations. Take 3D printing of silicone
vice our first-rate specialists provide parts, for example. Until recently, there
all over the world. We operate over a was no mature industrial 3D printing
dozen technical competence centers technology available for silicones. We
across five continents. This proximity developed everything from scratch – WACKER already manufactures over
to our customers, understanding their starting with the technology and the 3,000 different silicone grades,
requirements and developing solu- specialty silicone through to control which are used in almost every area
tions with them is what distinguishes software for the printer. of industry, from construction to
us from many of our competitors. electronics. Won’t the range of new
applications be exhausted sooner
A good example of our extensive cus- or later?
tomer policy can be seen in South
Korea. We have our Center of Excel- Dr. Gnann: I’ve got no worries on that
lence for Electronics Applications score. First, new technologies that
there, and work hand in hand with use silicones are coming along all
the world’s leading electronics com- the time. Just think of electromobility.
panies to develop new solutions. In Second, existing applications are be- 11
the USA, we are currently building a ing continually enhanced. The tradi-
new research center at Ann Arbor. tional self-adhesive plaster complete
Customers get far more from us than with wound dressing is almost 100
just silicone: they gain a highly ex- years old, but wound dressings with
perienced advisor and reliable devel- silicones set entirely new bench-
opment partner, who has a detailed marks. They are soft, flexible, breath-
understanding of their needs, and able and adhere securely, yet can be
helps them to reach their goals. peeled off much less painfully after-
ward.
Gentle Protection –
Less Pain
Healthcare
Solid Silicones
1
4
“We want wound patients to suffer
2
less pain in the future,” says Dr. Birgit
Auzias. To meet this goal, she and
her team in Burghausen are testing a
wide variety of silicone gels used to
12 coat bandages and wound dressings
for treating chronic and extensive
wounds. Changing dressings is trau-
matic for some 40 percent of patients.
“With our silicone gel, we are helping
these people,” she adds. Such gels “There is huge demand
are breathable and adhere gently for professional silicone
to the skin, promoting the healing
wound dressings.”
process.
Dr. Birgit Auzias
Chemist
Silicone Dressings Are in Demand
There is considerable demand for
professional wound dressings. This
is because more and more people in
industrialized countries suffer from
chronic wounds. People with diabetes
are particularly affected: there are
over 360 million of them worldwide
and their number might even rise to 1 Self-adhesive pad for
3
900 million by 2030. “Demand is very electrotherapy
strong and growing fast,” says Auzias,
2 Determining the softness
who collaborates with all major dress- developing our silicones,” Auzias ex- of s ilicone gel
ing manufacturers. In Europe, WACKER plains. The latest trend is functional
is now a leader in this segment. The wound dressings with integrated sen- 3 Silicone wound contact
layer, developed together
company has been producing medi- sors that can release medication or with KET‑LIEGAU
cal silicones for 20 years. Respirator measure whether patients are los-
masks, artificial limbs and baby paci- ing too much fluid. Silicones are ideal 4 Dr. Birgit Auzias is
r esponsible for silicone
fiers are just some of the varied appli- for embedding sensors in a wound wound-care p roducts
cations available. “We are constantly dressing. at WACKER.
Smart Silicones –
Thinner than a Human Hair
Textiles
Solid and Liquid Silicones
1 2
Leggings with integrated silicone wearing and soft. That’s not a prob-
3
sensors caused a minor sensation at lem for silicones. Specialty silicone
the K 2016 international plastics trade fluids ensure that sportswear feels
show in Düsseldorf. These high-tech soft and keeps out moisture, yet
tights can measure body movements a bsorbs sweat. Silicone additives
and visualize them on a smartphone create brilliant colors and stop fabric 13
or PC. Currently, only one company from creasing. Work clothing is often
can supply the precision silicone films coated with flame-retardant silicones,
for this application in the high quality which can be a life-saving feature for
required: WACKER. These films are firefighters.
produced in cleanroom conditions in
Burghausen. They are extremely elas-
tic and ultrathin, sometimes even
Facts and Figures
thinner than a human hair.
Experts expect
LEAP Technology of Denmark – which the market for stretch
has partnered WACKER to develop
sensors to grow by
wearables – coats the films with
c onductive electrodes, enabling the 40 percent over
sensors to measure deformations the next ten years.
precisely. Demand for such technolo-
gies is huge. Experts expect the mar-
ket for pressure sensors and stretch WACKER developed the first silicone
sensors to grow by 40 percent over products for the textiles and leather
the next ten years. sectors 50 years ago. Today, silicones
are used at every manufacturing stage,
1 Functional textiles for
Functional Clothing ranging from fiber production to tex- sport and leisure are very
Equipping textiles with smart technol- tile finishing. Innovative precision sili- popular.
ogy is a future trend in the functional cone films from WACKER now make
2 Silicones cause water to
clothing sector. Yet, even without sen- textiles not only soft, water-repellent roll off in beads. The
sors, these fabrics still have to be and breathable, but also smart. textile can still breathe.
multi-talented. They are expected to
3 Absorbent yet fluffy
be water-repellent and light as a textiles – both are possible
feather as well as breathable, hard- with specialty silicones.
14
Crystal-Clear –
Protection for LED Chips
Light and 5 6
Lighting
Solid Silicones
Toughest Demands –
Silicones on the March
Electrical 1 2
and Automotive
Systems
Solid Silicones
Korea. All the same, large quantities gaskets. Then came spark plug boots, 5 Silicone engine mounts
of this high-tech silicone can be found turbocharger hoses and radiator gas- suppress unpleasant vibrations
in virtually every vehicle. Each of the kets. “Now, our range includes 800 in a car.
60 control devices installed in the silicone products for the automotive
6 The number of newly registered
average mid-range car is coated with industry – almost a third of our sili- vehicles is growing worldwide.
a protective layer of silicone. The cone portfolio,” says Dr. Wolfgang Combustion engines, electric
power trains or hybrid models –
sensors that supply data for ever more Schattenmann, head of the Rubber
whatever drive is used, the
sophisticated driver-assistance sys- Solutions business team. industry is increasingly relying
tems are coated in silicone as well. on silicones.
WACKER now supplies every major
7 The engine compartment of
“Whereas car production has in- automotive contractor in the world. a car: silicones can be found
creased by about 3 percent over the “When it comes to silicones, develop- everywhere.
3 4
17
m
c b
d a
e
f
i g n o q x
h
p
l u
j
k v
s t
r y w
ers always contact us first,” explains battery’s service life. One solution a Electric auxiliary n Windshield
Schattenmann, who has a doctorate would be thermally conductive sili- heater: seals wipers
in chemistry. Take mass dampers, for cones, for which a dedicated produc- b Actuators: o Rain sensor /
example. They suppress vibrations tion plant is being built in South m embranes camera:
and ensure that driving is safe and Korea. They not only seal the battery, p rotective pane
c Fuel cell: gasket
18 comfortable. WACKER has developed a but also ensure highly efficient ther- p Airbag coating
particularly robust silicone rubber for mal management. Self-adhesive, d Air circulation:
this application. “Silicones have the electrically insulating silicones are valves, gaskets q Sunroof seals
advantage of providing consistently already used in the on-board electrical e Spark plug r Drive train:
good damping, regardless of how hot systems of hybrid vehicles, ranging boots, ignition decoupling
or cold the conditions are.” from high-voltage cables to weather- and battery
c ables s Cable protec-
packs. tion: weather-
But the future belongs to electro f Turbo-charger packs,
mobility. Sales of electric cars are still What with electromobility, digitali- and r adiator s ealing mats
hoses
very modest. There are 45 million cars zation and autonomous driving, cars t A BS / ESP
on German roads, but only 156,000 are being completely reinvented. Yet g Engine- / c harge- systems: sealing,
are electric or hybrid models. Never many materials are already reaching air cooler: vibration
g askets decoupling
theless, the number of electric cars their limits. That is why industry is
worldwide rose by 73 percent in 2016. i ncreasingly focusing on silicone.
h Engine-oil u Exhaust-pipe
In China alone, the number has tripled “Silicones still offer a huge potential system: non- mounts: shock
return valves absorbers
since 2015. Henn and Schattenmann and scope for development,” says
agree: “The automotive industry is Schattenmann, adding that this is i PDC, radar, v Hybrid cables,
facing completely new challenges. true of both conventional combustion a irbag s ensors: weatherpacks
gaskets
Silicones are going to play an even engines and battery-operated drives w AdBlue systems:
greater role in the development of or fuel cells. “In a great many cases, j Lights: gaskets, heating mats,
technical solutions.” silicones are simply the best alter- optical lenses seals
Water-Repellent –
Molecular Umbrellas
Building
Protection
Liquid Silicones
1 2
20 3
Less Foam –
Less Water Consumption
US$ 26
are possible – which are important for
reaping the benefits of Industry 4.0.
Not only major automotive and aero-
Billion
space companies are interested in the
innovative 3D process, but also manu-
facturers from the sports, leisure and
life sciences sectors. The vision of
3D Printing printing three-dimensional objects
There was an eager throng around with an industrially mature process
the booth as many visitors to the 20th ACEO ® technology uses a drop-on- has become reality.
22 International Trade Fair for Plastics demand method.
and Rubber – K 2016 – jockeyed to see
the first industrial-scale 3D printer for WACKER’s technology uses the “drop-
silicones. WACKER was unveiling a on-demand” method, in which the
genuine world’s first, and its business printer head deposits tiny silicone
model is no less groundbreaking. Cus- droplets on a substrate, building up Wave Power
tomers can upload their design to our a homogeneous silicone layer ex- When waves strike the quay wall
Webshop or print it themselves under tremely rapidly. sending spray high into the air, even
professional guidance at our Open landlubbers can appreciate the mas-
Print Lab. The finished article is then Printing then starts again on the next sive energy being released. According
shipped to them. layer. In this way, parts with widely to United Nations projections, the
varying shapes, colors and hard- world’s wave energy potential is 29,500
According to Wohlers Associates, an nesses are built up layer by layer – terawatt hours – more than the entire
independent US consultancy, 3D pro- there are no limits to the creative
cesses are set to reach sales of over p otential. With the aid of support
Waves
US$ 26 billion by 2021. material, it is even possible to print
overhangs, lattice structures and
complex geometries.
1,000 °C
actor. Their goal is to increase yield,
produce HDK® in even better quality,
and slash manufacturing costs.
points –
on the high seas. to build a pilot reactor in Burghausen,
where tests are now being carried
So industry has taken a different out that will benefit all WACKER’s HDK® 23
a pproach, namely water-filled rubber
tubes fitted with flexible capacitors of
10 seconds plants, including the new production
facility in Charleston, Tennessee (USA ).
electroactive material. The rise and
fall of the waves continually stretches of real
and compresses these mini power
stations, converting the mechanical
wave energy into electrical power.
time takes
The tubes are maintenance-free and
extremely efficient. 3 weeks
WACKER supplies the key starting
materials for the converters: ultrathin
to compute
silicone films. They are the only mate-
rials with the right electrical proper- Exactly the same principle applies at
ties and are also extremely flexible WACKER. Five decades ago, we started
and maintenance-free. manufacturing pyrogenic silica. This
colorless powder – highly pure amor-
WACKER is the only company in the phous silicon dioxide – is to be found
world to manufacture this precision in many day-to-day products. HDK® facility
film in large quantities. The first proto-
types with the WACKER material are It thermally insulates refrigerators,
already being tested, and the first controls the flow of paints and ad-
power stations should be ready for hesives, prevents toner from forming
service within a few years. Wave con- lumps, and makes silicones as solid
verters made of silicone should then as rubber.
be able to generate electricity from
the inexhaustible rise and fall of the
waves.
19
applications than almost any other of products.
Prize
100 research projects are in progress healthcare, medical, electronic, life
at WACKER SILICONES – a strategy that sciences and coatings industries.
is paying off. The new-product rate, Covering 1,000 square meters and
winners
i. e . sales of products that are less featuring its own analytical facilities,
than five years old, is growing three the huge lab complex is located close
times faster than business with our to the University of Michigan – one of
longstanding silicone grades. the most reputable in the USA. The
24 blend of science, numerous start-ups Silicone Award
and well-established companies offers WACKER carried out pioneering work
just the right climate for developing some 30 years ago when it set itself
new applications and products. The the goals of promoting progress in
goal is clear: WACKER wants to continue silicon chemistry, kick-starting new
to grow in the world’s second-biggest research strategies, and facilitating
chemical market. product innovations. We created the
WACKER Silicone Award with the aim
of fostering outstanding research work
in the field of organosilicon chemistry.
Research is one of the key sources It is among the most important inter-
of future growth. national awards in this sector. So
far, 19 international researchers have
2017
received the Silicone Award. The latest
winner is Professor Alexander Filippou,
WACKER’s Silicon Chemistry silicon researcher at the University of
Institute at the Technical Bonn, who was able to accept the
Ann Arbor University of Munich award personally in September 2016 at
Another success factor is the inter- WACKER also benefits from the exper- the European Silicone Days in Poznań,
nationalization of our R&D work. Our tise of external specialists and scien- Poland.
three-step model consists of technical tists. That is why, together with the
competence centers, WACKER ACADEMY German elite university TU München,
and international research centers. Our we created the internationally unique
new lab in Ann Arbor (Michigan, USA) Institute of Silicon Chemistry over a
is the latest addition to our global sili- decade ago. Silicon chemistry is still a
cones research network. In mid-2017, young field, whose potential is by no
we will begin developing innovative means exhausted. Key megatrends,
products there for markets in North, such as information technology, re-
Central and South America, including newable energy generation and elec-
The positive business trend was also evident in other key financial
indicators. We reduced our net financial debt to below the one-
billion-euro mark and, at around € 400 million, our net cash flow grew
significantly.
These results would not have been possible without the high levels
of commitment and outstanding expertise of our employees. Their
strong performance was a key factor in our success. On behalf of the
entire Executive Board, I sincerely thank all our employees for their
hard work.
WACKER’s three chemical divisions again lifted their sales last year
amid strong volume growth. WACKER SILICONES even surpassed the
two-billion-euro sales mark for the first time and continued to
consolidate its position as the world’s second-biggest manufacturer of
silicones. This trend underscores the fact that our products offer us
plenty of potential for further growth in global markets. EBITDA at our
chemical divisions totaled around € 6 60 million, climbing even faster
than sales.
Our polysilicon business performed well amid continuing low prices
and the remaining commissioning costs incurred for our new produc
tion site in Charleston. Our sales volumes continued to rise and
our production capacities were fully utilized, enabling us to increase
our total sales.
The fact that analysts, investors and other capital market players
all responded very positively to our strategy has reinforced our resolve
to implement it consistently.
Over the last 15 years, WACKER has spent a lot on its investment and
internationalization initiative. Now, you – our shareholders – should
reap the benefits. Previously, WACKER’s policy was to distribute at least
25 percent of net income as a dividend. That figure will now rise to
around half of net income. Consequently, at the Annual Shareholders’
Meeting in May 2017, the Supervisory Board and Executive Board
will propose a dividend payment of € 2.00 per share, corresponding to
more than half of our net income for 2016.
After a successful 2016, we are also optimistic about the current year.
We expect growth momentum to be similar to last year. As regards
sales, we are confident of achieving a slightly higher percentage
increase than last year. Headwinds will mainly come from raw-material
prices, which are currently rising substantially. This could also
impact the EBITDA trend. As a result, we anticipate that EBITDA
(adjusted for special income) will come in at a similar level to last year.
If current market conditions remain positive during the year, there
will be additional opportunities.
The number of trade barriers erected has been on the rise for years.
They include anti-dumping measures, i.e. import duties on foreign
products. According to a survey carried out by the Centre for Economic
Policy Research, the number of protective measures introduced
has risen from 155 in 2009 to more than 460 today. We know from our
own experience what a strong impact such trade barriers can have
on business.
With its broad range of quality products, WACKER makes the everyday
lives of people across the world’s regions easier, simpler and more
convenient. We aim to continue devoting all our strength to harnessing
these opportunities – the potential is huge.
Munich, March 2017
Dr. Rudolf Staudigl
President & CEO of Wacker Chemie AG
For Our Shareholders – Executive Board
Executive Board
31
Report of the
Supervisory Board
32
Dr. Peter-Alexander Wacker
Chairman of the Supervisory Board of Wacker Chemie AG
This next phase will be characterized by further organic In both written and oral reports, the Executive Board regu-
growth in our business operations, by high inflows of liquid larly provided us with timely and comprehensive information
funds and by a substantial reduction in net financial debt. on corporate planning, strategic development, business
These measures will enhance the company’s financial operations, and the current state of Wacker Chemie AG
strength. At the same time, they will equip us for future and the Group, including the risk situation and compliance
business challenges and will lay the foundations for the issues. Outside of the scheduled Supervisory Board meet-
next capital-intensive phase of the company’s growth. ings, the Chairman of the Supervisory Board also remained
in close contact with the Executive Board, especially with
During our recent phase of intensive investment, we also the CEO, and was kept informed of the business situation,
managed in parallel to achieve strong organic growth in our current trends and key business transactions. Any devia-
three chemical divisions, to consolidate and build on our tions from business plans and targets were explained to 33
competitive position, and to enhance our profitability. Today, the Supervisory Board in detail.
chemical business accounts for more than 60 percent of
the WACKER Group’s sales and adjusted EBITDA. Wherever required by statutory provisions or the Articles of
Association, the Supervisory Board voted on the reports and
WACKER POLYMERS is the global market leader in dispersions proposals of the Executive Board after detailed examination
and dispersible polymer powders based on vinyl acetate- and discussion.
ethylene. WACKER SILICONES is the world’s second-largest
silicone manufacturer and the market leader in Europe. In the reporting year, we paid particularly close attention to
WACKER BIOSOLUTIONS has rounded out its portfolio with investment projects, the current earnings situation, in-
selective strategic acquisitions that offer good growth cluding the risk position and risk management, as well as
opportunities in promising fields. the company’s liquidity and financial position.
As for polysilicon, WACKER leads not only in cost and The Supervisory Board held four ordinary meetings in
quality, but also in terms of quantities sold. 2016, two in the first half of the year and two in the second.
Between meetings, the Executive Board informed us in
This trend underscores the fact that WACKER has products detail by means of written reports about all projects and
of recognized high quality to supply customers in almost plans of particular importance to the Group. At its full
every key industry across the globe. Our task for the future meetings and in its committees, the Supervisory Board
is to translate our high levels of technological expertise discussed in detail business transactions important to the
and innovative power into business success. To this end, company on the basis of the reports submitted by the
we have created a strong, global position for our company Executive Board. The full meetings were prepared by
over recent years. shareholder and employee representatives in their own
separate sessions.
Every member of the Supervisory Board attended at least The Audit Committee met five times last year. Its work
half of the meetings of the Supervisory Board, and all included the audit of the annual financial statements of
committee members attended all of their respective com- Wacker Chemie AG and the Group for 2015 and of the
mittee meetings. consolidated interim financial statements for the first half-
year. It also discussed the Group’s quarterly financial
The Supervisory Board’s Main Areas of Deliberation figures and issues relating to risk management, compliance
The development of sales, earnings and employment at and auditing. The Audit Committee also submitted a rec-
the Group and its individual segments were the subject of ommendation to the Supervisory Board for the latter’s
regular deliberations in the full meetings. At each meeting, proposal at the Annual Shareholders’ Meeting for appoint-
the Supervisory Board evaluated the Executive Board’s ment of an auditor for fiscal 2016. In addition, it awarded
performance – on the basis of Executive Board reports – the auditing contract for fiscal 2016 and determined the
and discussed strategic development opportunities and focus of auditing.
other key topics with the Executive Board. There was no
need for additional monitoring measures, such as the A further area in which the Audit Committee was active
inspection of corporate documents or the appointment of was in implementing a bid and selection procedure for the
experts. audit for fiscal 2017 in accordance with Art. 16 (3) of Regula-
tion (EU) No. 537 / 2014 of the European Parliament and of the
Major areas of deliberation dealt with by the Supervisory Council of 16 April 2014 (EU Auditing Regulation). Based on
Board were: the results of this procedure, the Audit Committee made a
recommendation to the Supervisory Board concerning the
– The pyrogenic silica (HDK® ) project at the proposal to be made by the latter to the Annual Sharehold-
Charleston site in Tennessee (USA ) ers’ Meeting to nominate the auditors for fiscal 2017. The
– The acquisition of a fermentation plant in Spain Audit Committee also dealt with the amended requirements
–
Future and ongoing investment projects of the EU Auditing Regulation, in particular elaborating a
–
The anti-dumping proceedings against the solar policy for approving what are termed “non-audit services.”
industry in the USA, EU and China; their impact on
34 WACKER; and corresponding courses of action The Executive Committee met once in 2016, discussing
–
The progress of construction at the polysilicon personnel matters in relation to the Executive Board (e. g.
production site in Tennessee determining overall compensation, setting the performance
–
The new EU Market Abuse Regulation goals for the variable compensation component, adjusting
–
The requirements of the new EU Auditing Regulation the fixed annual salary).
and Germany’s Auditing Reform Act as well as
the resulting changes to the rules for the Audit The Mediation Committee did not need to be convened
Committee contained in the Supervisory Board’s last year.
Rules of Procedure
–
Performance of the share price The Supervisory Board was regularly informed about the
–
Group financing activities committees’ work.
At its meeting in December 2016, the Supervisory Board We therefore approve the annual financial statements of
also discussed the efficiency of its activities and found Wacker Chemie AG and the consolidated financial state-
that it works efficiently – one reason being the regular ments as of December 31, 2016 as prepared by the Executive
preliminary discussions regarding the Supervisory Board Board. The annual financial statements of Wacker Chemie AG
meetings. are hereby adopted. We concur with the Executive Board’s
proposal for the distribution of retained profit.
Audit of the Annual Financial Statements
of Wacker Chemie AG and the WACKER Group Changes in the Composition of the Supervisory
KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, audited and Executive Boards
the annual financial statements of Wacker Chemie AG for Anton Eisenacker, deputy chairman of the Supervisory
fiscal 2016, the consolidated financial statements and the Board and longstanding employee representative in that
combined management report (as of Dec. 31, 2016), as body, stepped down with effect from December 31, 2016,
prepared by the Executive Board, including the relevant owing to his imminent retirement (February 2017). We wish
accounts. to thank him for his tireless efforts and his constructive
collaboration in the past years and wish him all the very best
The Supervisory Board’s Audit Committee had awarded for the future. Hansgeorg Schuster, who had already been
the auditing contract in accordance with the resolution of elected an alternate member, automatically succeeded
the Annual Shareholders’ Meeting of May 20, 2016. The Mr. Eisenacker on the Supervisory Board with effect from
auditors issued an unqualified audit report. January 1, 2017.
The auditors also examined the risk management sys- Likewise effective January 1, 2017, Manfred Köppl was
tem in accordance with Section 91 of the German Stock elected new deputy chairman of the Supervisory Board,
C orporation Act ( AktG ). The audit verified that the risk also automatically succeeding Mr. Eisenacker in the Exec-
management system and internal control system meet the utive Committee and Mediation Committee in accordance
legal requirements. No risks endangering the continued with the Rules of Procedure and /or the statutory require-
existence of the company were identified. The financial- ments. As Mr. Köppl was already an elected member of
statement documents (including the auditors’ reports, the the Mediation Committee, the employee representatives 35
combined management report and the Executive Board’s on the Supervisory Board elected Eduard-Harald Klein
proposal for the distribution of profits) were submitted to as an additional member of the Mediation Committee.
all the Supervisory Board members in good time. The full Supervisory Board elected Mr. Köppl to succeed
Mr. Eisenacker on the Audit Committee.
At its meeting of February 27, 2017, the Audit Committee
closely examined the aforementioned financial statements There were no changes in the composition of the Executive
and reports, as well as the auditors’ reports on the sepa- Board in fiscal 2016.
rate and consolidated financial statements, and discussed
them in detail with the auditors before reporting to the full The Supervisory Board expresses its thanks to the Exec
Supervisory Board. At its meeting of March 7, 2017, the full utive Board and to the company’s employees and employee
Supervisory Board closely examined and discussed the representatives. Their efforts have helped Wacker Chemie AG
relevant annual accounting documents with knowledge and have another successful year.
in consideration of both the report of the Audit Committee
and the auditors’ reports. The auditors took part in the Munich, March 7, 2017
deliberations at both meetings. They reported on the main The Supervisory Board
WACKER Stock in 2016 Global stock markets were uneven and volatile in Q2 2016.
Accommodative monetary policy in Europe and the USA
once again supported share prices in April. But later in
the quarter, the markets were increasingly dominated by
concerns about a possible British exit from the European
Union and its impact on the world economy. There was
also speculation about the US Federal Reserve possibly
WACKER’s share price was influenced by a variety of factors raising the federal funds rate. Both of these developments
during 2016. They included business developments in the unsettled the international financial markets and pushed
European chemical industry, polysilicon prices and semi- down the world’s major market indices.
conductor-sector demand. Negative reports on specific
topics, but also macroeconomic events such as Brexit and At their June meetings, both the European Central Bank
the economic trend in China, led to strong price fluctua- and the Federal Reserve left their key interest rates un-
tions, particularly in the first half of the year. In the final changed. The negative outcome of the referendum in the
third of the year, WACKER’s stock price rose markedly, United Kingdom caught many market participants off
spurred by Siltronic’s positive value trend, by the ongoing guard, however. After the result was announced on June 24,
strength of business at WACKER’s chemical divisions, and the pound plunged to its lowest level against the US dollar
by the polysilicon market’s price recovery amid continued in 31 years. The world’s major stock indices fell by over
robust demand. 10 percent at times. Not until the end of the month did the
markets regain some ground.
Concerns about the future economic trend in China and the
expansionary monetary policy of the major central banks After getting off to a good start, the DAX and MDAX indices
in the USA and Europe dominated international financial- trended sideways in May. By the end of the second quarter,
market sentiment in the first quarter of 2016. Investors were the two indices recovered at least part of the substantial
unsettled by the turbulence in the Chinese stock markets losses triggered by the UK vote to exit the EU. On balance,
early in the year. The losses on Asian stock markets and the DAX dropped around 1 percent in the April-through-
36 the Chinese economy’s marked slowdown put substantial June quarter, while the MDAX finished June trading down
pressure on stock prices, especially those of major export- 2 percent.
ing companies, dragging down key indices worldwide. In
response to low inflation and continued deflationary fears Despite the difficult conditions in the financial markets in
in Europe, the European Central Bank (ECB) decided on the second quarter, WACKER stock outperformed both the
March 10 to lower its main refinancing rate to zero percent DAX and the MDAX. The stock opened Q2 2016 trading at
for the first time ever. Following significant losses at the € 76.48 and closed at € 78.46 on June 30, almost 3 percent
start of the year, Germany’s DAX and MDAX indices had higher than at the start of the quarter and equivalent to a
recovered somewhat by mid-February. The DAX dropped market capitalization of around € 3.9 billion.
around 3 percent overall, while the MDAX closed unchanged
compared with the beginning of the year. Global stock markets performed solidly in Q3 2016. After a
slow start in early July, initial concerns about Brexit and its
Despite the unfavorable financial-market conditions, WACKER potential global economic impact increasingly receded.
stock performed somewhat better than these two German
benchmark indices in the first quarter of 2016. The shares From August onward, the world’s major equity indices
opened trading in Q1 2016 at € 75.61. In line with the general began to recover, mainly due to the fact that interest rates
stock-market trend, the price initially fell, touching its low remained low in the USA, while Europe and Japan continued
for the year of € 5 8.73 on February 11. The stock made up to pursue accommodative monetary policy. Germany’s
that lost ground in the following weeks, closing at € 77.34 on main equity benchmark, the DAX, gained around 8 percent
March 31. from the beginning of July through the end of September,
posting its first positive quarter of the year. The MDAX also
rose in Q3 2016, gaining 7 percent.
WACKER stock started Q3 2016 at € 8 0.03, initially trending WACKER’s share price moved upward, outperforming the
upward in line with the DAX and MDAX. On July 27, it posted two German benchmark indices by a wide margin. In early
its high for the quarter of € 87.49. In the weeks that followed, October, WACKER held its annual Capital Market Day in
the stock largely moved sideways. Then came a period of Burghausen. The company’s Executive Board and senior
extensive pressure, beginning in early September. One management used the occasion to introduce the new cor-
reason for this was rising concern among market partici- porate strategy and discuss current market developments.
pants about future developments in the solar industry. The stronger-than-average increase in the share price at
It was reported, for example, that the People’s Republic of year-end was driven by the rapid recovery in demand for
China had already achieved its target of around 20 giga- high-quality polysilicon, by the positive business trend for
watts in new photovoltaic capacity for the full year in the chemicals, by favorable earnings expectations for Siltronic
first half of 2016. In response, prices and volumes fell in and by exchange-rate effects. From the beginning of Octo-
September. WACKER stock gradually declined to reach its ber through year-end, WACKER stock gained 28.9 percent,
third-quarter low of € 71.50 on September 23. It did recover advancing from € 76.69 to € 98.85, and reached its year-high
some ground by the end of the quarter. On balance, how- on the last trading day of the year. The market capitalization
ever, WACKER stock lost around 6 percent from the be at year-end was € 4.9 billion.
ginning of July through the end of September, closing the
three-month period at a price of € 75.00, equivalent to a During the year, discussions with capital-market partici-
market capitalization of around € 3.7 billion. pants were dominated by questions about market equi
librium with regard to polysilicon and the announced exit
The fourth quarter was influenced by the outcome of the from Siltronic. In addition, there was increasing focus
US elections on November 8. Initial uncertainty in the mar- on the success and market prospects of the chemical
kets turned into positive expectations as to the future divisions.
development of the US economy under a President Donald
Trump. The US dollar gained substantially against the euro Performance of WACKER Stock Compared
during November and December. The DAX climbed by with DAX and MDAX
8.1 percent in Q4 and the MDAX by 2.3 percent. In full-year 2016, the DAX and MDAX indices gained 11.6 per-
cent and 9.5 percent, respectively. WACKER’s share price 37
increased by 30.7 percent during the same period. The stock
started the year at € 75.61 (opening price on Jan. 4, 2016)
and at year-end stood at € 98.85.
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
130
120
110
100
90
80
70
WACKER 1 DAX
30 MDAX
1
100 = € 77.52 ( year-end closing price on Dec. 30, 2015)
1.2 Facts & Figures on Wacker Chemie AG’s Stock Shareholder Structure
Wacker Chemie AG’s largest shareholder is Dr. Alexander
€
Wacker Familiengesellschaft mbH, Munich, with over
Year-high (on Dec. 30, 2016) 98.85 50 percent of the voting shares (2015: over 50 percent). Blue
Year-low (on Feb. 11, 2016) 58.73 Elephant Holding GmbH (Pöcking, Germany) once again
Year-end closing price (on Dec. 30, 2015) 77.52 had no voting-share changes to report in 2016, with its
Year-end closing price (on Dec. 30, 2016) 98.85 holding in Wacker Chemie AG remaining at over 10 percent
Performance for the year (without dividend ) (%) 27.52 (2015: over 10 percent).
Year-end market capitalization
(shares outstanding; prior year: 3.85) ( billion) 4.91 Free Float: Strong Growth in European Interest
Average daily trading volume 1
According to our shareholder analysis (Dec. 31, 2016), the
( prior year: 17.9) (million) 15.8
number of shareholders in the USA once again decreased
Earnings per share ( prior year: 4.97 ) 3.61
substantially during the year. In December 2015, the level of
Dividend per share ( proposal ) 2.00
US-held shares was 47 percent. A year later, it was 29 per-
Dividend yield 2 (%) 2.6
cent. The level of German-held shares rose to 31 percent
1
Trading platforms ( Xetra, Chi-X and Turquoise). (2015: 22 percent). Our strongest shareholder growth in
2
Dividend proposal based on an average weighted share price of € 78.12 in 2016.
2016 came from the UK, where investors held 15 percent of
the shares (2015: 7 percent). Share ownership declined in
Canada (from 8 percent to 5 percent) and in Switzerland
Earnings per Share of € 3.61 (from 4 percent to 3 percent). On the other hand, shares
Earnings per share ( EPS) are calculated by dividing net held by investors from the rest of Europe – excluding
income allocable to Wacker Chemie AG shareholders by Germany, Switzerland and the UK – increased from 11 per-
the weighted average of all shares in circulation during cent to 17 percent.
the year. In the reporting period, the number of shares in
circulation was 49,677,983. On this basis, the EPS was € 3.61.
1.4 Useful Information on WACKER Stock
38 Dividend Payment of € 2.00 per Share
At the Annual Shareholders’ Meeting of Wacker Chemie AG ISIN DE000WCH8881
held in Munich on May 20, 2016, all Executive Board and German security
Supervisory Board proposals were adopted by large identification number ( WKN ) WCH888
majorities. WACKER distributed a shareholder dividend for Frankfurt Stock Exchange WCH
2015 totaling € 99.3 million (€ 74.5 million for the year before). Bloomberg CHM / WCK.GR
The dividend per dividend-bearing share was € 2.00 (€ 1.50 Reuters CHE / WCHG.DE
the year before). The dividend yield based on WACKER’s Capital stock € 260,763,000
Number of shares
average share price in 2015 was 2.2 percent (1.7 percent the
(Dec. 31, 2016) 52,152,600
year before).
–
fairesearch GmbH & Co. KG SG Securities
Commerzbank German Mid-Cap Investment
Hauck & Aufhäuser UBS Ltd.
onference in New York
C Institutional Research AG
–
Mainfirst Corporate Conference in Copenhagen HSBC Trinkaus &
–
Deutsche Bank: German, Swiss and Austrian Burkhardt AG Warburg Research GmbH
Conference in Berlin Independent Research GmbH
–
Credit Suisse Global Chemicals and Agriculture
As of the end of December 2016
Conference in London
–
Warburg Highlights in Hamburg
–
Berenberg Chemicals & Food Ingredients
Conference in London
–
Macquarie 9th Alternative Energy Conference
in London
40
Management Report
26 Production Sites
WACKER’s integrated global production system consists of
26 production sites (2015: 25). Ten are in Europe, eight in the
Americas and eight in Asia. The Group’s key production
Business Model of the Group location is Burghausen (Germany). At this site alone, we
have some 9,700 employees (including temporary workers
WACKER is a global company with state-of-the-art specialty and trainees). In 2016, Burghausen manufactured 810,000
chemical products. Our portfolio includes over 3,200 prod- metric tons of product, accounting for around 50 percent
ucts supplied in over 100 countries. WACKER products are of the Group’s production output. Nünchritz is WACKER’s
found in countless everyday items, ranging from cosmetic second multidivisional site alongside Burghausen.
powders to solar cells. See Figure 2.2 on page 44
WACK E R Group
Burghausen Nünchritz
2.2 WACKER’s Production and Sales Sites and Technical Competence Centers 1
9 56
7 38 57 52
1 45 58
5 43 2 51
6 8
4239
47 37 43 59
62 40
12 49 48 6344 41 60
61 54
46 64
11 53
55
50
10
65
primarily provide services for the whole Group, although Wacker Chemie AG is the parent company and thus deter-
some also have production-related functions. mines the Group’s strategy, overall management, resource
See Figure 2.5 on page 46 allocation, funding, and communications with key target
groups (especially with the capital market and shareholders).
Management and Supervision Executive Board and Supervisory Board in Fiscal 2016
Changes occurred on the Supervisory Board in 2016.
In compliance with the German Stock Corporation Act
( AktG ), Wacker Chemie AG has a two-tier management The Vice Chairman of the Supervisory Board, Anton
system, comprising the Executive Board and Supervisory Eisenacker, stepped down effective December 31, 2016
Board. The Executive Board has four members. upon his retirement. At its meeting of December 6, 2016,
the Supervisory Board elected Manfred Köppl, already
a board member, as its new Vice Chairman effective Jan-
2.3 Executive Board Responsibilities uary 1, 2017. As a result, Hansgeorg Schuster, already
elected an alternate member, became a full member of the
Dr. Rudolf Staudigl Supervisory Board as of January 1, 2017.
President & CEO
WACKER POLYSILICON
Executive Personnel, Corporate Development, Declaration on Corporate Management
Corporate Communications, Investor Relations, The declaration on corporate management required by
Corporate Auditing, Legal, Compliance, Sections 289a and 315 (5) of the German Commercial Code
Retirement Benefits (since July 1, 2016)
(HGB) is included in the corporate governance report. This
Dr. Christian Hartel declaration forms part of the combined management
WACKER POLYMERS report and is also available online. It contains the Executive
Human Resources (Personnel Director), Corporate Engineering and Supervisory Boards’ work procedures, the declaration
Region: Asia
of conformity pursuant to Section 161 of the German Stock
Dr. Tobias Ohler Corporation Act ( AktG ), and information on key corporate
SILTRONIC management practices. 45
Corporate Accounting and Tax, Corporate Controlling,
www.wacker.com /corporate-governance
Corporate Finance and Insurance, Information Technology,
Technical Procurement & Logistics, Raw Materials & Energy
Region: The Americas Executive Board and Supervisory Board Compensation
Executive Board compensation contains both fixed and
Auguste Willems
variable components. The main features of the compensation
WACKER SILICONES
WACKER BIOSOLUTIONS system for the Executive Board and Supervisory Board are
Sales & Distribution, Corporate Research & Development, described in the compensation report, which is included in
Intellectual Property, Site Management, Corporate Security,
the corporate governance report. The compensation report
Environment / H ealth / S afety, Product Stewardship
Regions: Europe, Middle East is also part of the combined management report.
WACK E R Group
Managerial Responsibility
Structure based on decision-making responsibility and reporting lines
Executive Board
WACKER sells its products and services to virtually every Economic Factors Impacting Our Business
industry. Although we are not immune to economic fluctu- The main economic factors influencing WACKER’s business
ations at our individual business divisions, their impact remained unchanged in many areas. Accounting for
and onset may vary. We are able to mitigate the impact around 38.0 percent of production costs, energy and
of these fluctuations, thanks to our product portfolio and raw-material costs had the largest impact in 2016.
broad customer base.
Energy and Raw-Material Costs State-Regulated Incentive and Feed-In Tariff Programs
As a chemical company, we belong to an energy-intensive for Renewable Energy Sources
industry and require diverse raw materials to manufacture As one of the world’s leading suppliers of hyperpure poly-
our products. Consequently, higher energy and raw-material crystalline silicon, we are affected by regulatory changes
costs impact our cost structure. WACKER is taking steps to to incentive and feed-in tariff programs for renewable
reduce its dependence on this factor. By generating our energy sources. Substantially lower prices for solar modules
own power at Burghausen and Nünchritz, we are reducing and cells have greatly increased the competitive advantage
our energy-procurement needs and consequently the cost of solar energy over fossil fuels and other methods of
risk. Amendments to the regulatory framework, such as generating energy. The cost of manufacturing photovoltaic
grid charges, energy or electricity taxes or levies relating products is expected to continue declining, which will
to the German Renewable Energy Act (EEG), can negatively further reduce dependence on state-regulated incentive
affect WACKER’s energy costs both directly and indirectly – and feed-in tariff programs over the next few years. Our
e. g. through higher grid charges or fees. However, cost assumption is that, in a few years, solar energy will get by
reductions for energy-intensive companies in connection even without special incentives, particularly in combination
with the EEG levy, for example, can have a positive impact with cost-efficient storage possibilities. At the same time,
on energy costs. We continually focus on improving our WACKER will maintain its focus on improving productivity in
energy efficiency. The goal is to reduce specific energy order to preserve its competitive position. Our strong cost
consumption by half between 2007 and 2022. When procuring position, high product quality, international orientation,
raw materials, we increase price flexibility by sometimes wide customer base and multiyear supply contracts give
concluding contracts with varying terms, with more scope us a competitive edge over other manufacturers.
regarding volumes or with regular price adjustments that
reflect wholesale market prices. Legal Factors Impacting Our Business
China imposed anti-dumping and anti-subsidy tariffs on
Exchange-Rate Fluctuations polysilicon manufacturers in the USA. As things stand now,
As a rule, WACKER hedges against exchange-rate fluctua- polysilicon produced at our site in Charleston, Tennessee
tions. We hedge at least half of our dollar and yen exposures (USA ) is also affected by these tariffs. Negotiations are
48 for each subsequent year with a mix of derivative currency being conducted between China and the USA with the aim
hedging transactions and documented stop / loss orders. In of resolving the trade dispute regarding solar products,
determining sensitivity, we simulate a 10-percent devalua- which would also benefit WACKER. However, WACKER has
tion of the US dollar against the euro. Without hedging, an the option of taking up direct contact with China to discuss
increase in the euro against the US dollar would have an exemption from tariffs. In May 2014, WACKER and the
negatively impacted EBITDA by around € 60 million. Chinese Ministry of Commerce (MOFCOM) signed a minimum
2.9 Non-Financial Performance Indicators Used for 2.11 ROCE and BVC
Decision-Making in Parts of the Company
€ million 2016 2015
Non-Financial Performance
Indicators
Net cash flow: we forecast a markedly positive net cash flow We satisfy our capital requirements by means of operating
for 2016, given the strong decline in capital expenditures. cash flow, and short-term and long-term financing.
At € 400.6 million, net cash flow was in line with our forecast.
We ensure the Group’s ongoing solvency with rolling cash-
Two-Stage Strategic Planning flow management and sufficient contractually agreed lines
Strategic planning, which determines how we can meet of credit. Financing requirements are calculated for the
value-related and corporate goals, is conducted in two entire Group, with loans usually being concluded centrally.
stages. First, our divisions identify their market and Project-specific or regional funding is available in special
c ompetitive positions, and their value-related strength. cases.
We then use these results to formulate recommendations
regarding strategic positioning and planned steps. All of Financing Measures in 2016
this is supplemented by innovation and investment In 2016, WACKER repaid a loan installment of € 200 million to
projects, and approved by the Strategy Conference. the European Investment Bank (EIB). At the same time, a
long-term financing agreement amounting to € 200 million
Operational planning in the second half of the year ad- was concluded with the EIB and will be drawn in the first
dresses strategic-planning decisions with a five-year time- quarter of 2017. In addition, WACKER took out five bilateral
line. The Executive and Supervisory Boards jointly approve loans at banks totaling US$ 250 million for three years. In
the annual plan. This forms the basis for determining basic 2016, the syndicated loan of € 200 million taken out in 2014
forecasts for the current year in early February. We monitor was extended by another year until 2021. Moreover, in
whether we are meeting our forecasts by means of monthly D ecember 2016, a syndicated loan of € 4 00 million due to
comparisons of planned and actual figures. The overarching expire in 2017 was prematurely refinanced in the same
framework is based on a medium-term plan (five years). amount for five years. Neither of these syndicated loans is
currently being utilized.
2.12 Strategic and Operational Planning The Group’s financing agreements contain standard
market credit terms and, in the case of large loans, a net
g
a debt-to-EBITDA ratio as the only financial covenant. 53
f
For all the loans that we negotiate, we structure the agree-
Dec Jan b
ing
ov
Fe ments carefully to ensure that the financial partners are
nn
Mar
Sep Oct
ay
lines of credit ( including syndicated loans) with terms of
pla
A Jun
e Jul
nn
2.13 Information Required by Section 315 (4) of the German Commercial Code (HGB)
The following table contains information required by Section 315 (4) of the German Commercial Code (HGB):
§ 315 (4) 1 Composition of subscribed capital: Wacker Chemie AG’s subscribed capital totals 52,152,600 non-par
value voting shares. No other share classes have been issued.
The total number of shares currently includes 49,677,983 held by
external shareholders and 2,474,617 held by Wacker Chemie AG
itself. WACKER’s treasury shares were acquired by repurchasing
Wacker-Chemie GmbH shares in August 2005 when it was still a
private limited company. The Executive Board can use or sell these
treasury shares only on the following conditions: 782,300 shares
require Supervisory Board approval and a resolution by the Annual
Shareholders’ Meeting. The remaining 1,692,317 shares are subject
to Supervisory Board approval.
§ 315 (4) 2 Restrictions on voting rights or on the transfer There are no restrictions on voting rights or the transfer of shares.
of shares:
§ 315 (4) 3 Direct or indirect capital stakes: Each of the following holds a stake of over 10 percent of the
s ubscribed capital: Dr. Alexander Wacker Familiengesellschaft mbH,
based in Munich; Blue Elephant Holding GmbH, based in Pöcking;
and Dr. Peter-Alexander Wacker, resident in Bad Wiessee and to whom
the voting shares of Blue Elephant Holding GmbH are attributable.
§ 315 (4) 4 Owners of shares with special rights: Shareholders have not been given any special rights that bestow
control powers.
54 § 315 (4) 5 Method of voting-right control in the case of Insofar as employees hold shares in Wacker Chemie AG’s capital,
employee participation: they exercise their resulting control rights directly.
§ 315 (4) 6 Statutory provisions and articles of association The provisions to appoint and dismiss Wacker Chemie AG’s Executive
regarding the appointment and dismissal of Board members are based on Section 84 et seq. of the German Stock
executive board members and amendments to Corporation Act (AktG). Wacker Chemie AG’s Articles of Association
said articles: do not contain any further provisions in this respect. Pursuant
to Article 4 of the Articles of Association, the number of Executive
Board members is fixed by the Supervisory Board, which also
appoints an Executive Board member as President & CEO. Amendments
to the Articles of Association are covered by Sections 133 and 179
of the German Stock Corporation Act. In accordance with Section
179 (1) sent. 2 of the German Stock Corporation Act, the Supervisory
Board has been empowered to amend the Articles of Association
if only the wording thereof is affected.
§ 315 (4) 7 Authority of the executive board to issue or buy In accordance with a resolution passed at the May 8, 2015 Annual
back shares: Shareholders’ Meeting, Wacker Chemie AG’s Executive Board
was authorized – in compliance with the legal provisions set out in
Section 71 (1) no. 8 of the German Stock Corporation Act – to
acquire treasury shares totaling a maximum of 10 percent of capital
stock. No capital has been authorized for the issue of new shares.
§ 315 (4) 8 Major agreements associated with control Various agreements with joint-venture partners include change-
changes due to a takeover bid: of-control clauses, which deal with what might happen if one of
the joint-venture partners were taken over. These arrangements
comply with the usual standards for such joint-venture agreements.
In addition, several loan agreements contain change-of-control
clauses. Here, too, the clauses are typical of this type of agreement.
§ 315 (4) 9 Severance agreements with the executive board There are no severance agreements or similar with employees or
or employees in the event of a takeover bid: with Executive Board members in the event of a takeover bid
( please refer to the Report on Compensation).
Sector-Specific Conditions
Although low oil and commodity prices were beneficial to Construction Industry Grows in 2016
economies with strong manufacturing and consumer According to market research institute B+L Marktdaten
bases, they dampened the growth prospects of commodity- GmbH, the global construction industry grew by 2.1 percent
exporting countries, such as Russia and Brazil. China’s in 2016 to US$ 8.6 trillion (2015: US$ 8.4 trillion). Construction
economy also cooled off during the year, but has essen- contracts in Western Europe increased by 1.8 percent.
tially stabilized. The People’s Republic is now relying on Sales in the German construction industry reached
systematic structural changes – with more accommodative US$ 334.4 billion in real terms (2015: US$ 325.6 billion). Eastern
monetary and fiscal policies, higher domestic consumption Europe saw a marginal decline of 0.1 percent in construc-
and a stronger service sector – to ensure more sustainable tion contracts, basically due to the sluggish trend in
North
2.1 Photovoltaics Established as a Mainstay of
America
Global Energy Supply
Western
1.8 In the global solar industry, all signs continued to point to
Europe
growth in 2016. According to various market studies and
Eastern
Europe
–0.1 our own estimates, some 76 gigawatts (GW ) of capacity
were newly installed worldwide ( 2015: 56 GW ). That was
South
America
–2.8 about 36 percent more than the year before. As a result,
globally installed photovoltaic capacity totaled some 300 GW
Source: B+L Marktdaten GmbH. Status: November 2016
at the end of 2016. Approximately 70 percent of the new
capacity was installed in China, Japan and the USA in 2016.
Incentives and substantially lower system costs made a
WACKER POLYMERS posted another sales increase for major contribution to the expansion of PV installations.
56 construction applications. Growth in dispersible polymer
powders was fueled by the market for dry-mix mortar in
the USA, for example, and Southeast Asia. We also gener- 2.16 Installation of New PV Capacity in 2015 and 2016
ated further sales growth in Western and Central Europe.
Installation of New PV Growth in
Overall, we sold around 9,000 additional metric tons of Capacity ( MW ) 2016
dispersible polymer powders to the construction industry. 2016 2015 %
Despite strong global growth in new PV installations, market 2.17 Spot-Price Trends for WACKER’s Key Raw Materials
conditions in this industry remained challenging, particularly
in the second half of the year. Growth in PV installations 2014 2015 2016
was strong in the first half of the year ahead of a change in
China’s feed-in tariffs that came into effect on July 1, 2016. Silicon Metal (€ / t )
Demand was significantly lower in the months that fol- Three-year high
lowed. As a result, prices declined at every stage of the € 2 ,367
supply chain. Since mid-October, though, a slight price 3,000 Three-year low
€ 1,604
recovery has been apparent. During the year as a whole,
persistently strong price pressure nevertheless prevented 2,000
€ 2,153 € 2,191
companies in this industry from achieving any major € 1,683
improvement in their financial situation. 1,000
0
Growing Demand for Silicon Wafers
In 2016, demand for silicon wafers for the semiconductor
Ethylene (€ / t )
industry – measured by surface area sold – was higher
than the year before. The SEMI trade association estimated Three-year high
€ 1,254
that, compared with 2015, global volumes by surface area
1,500
sold climbed by 2.9 percent. In the first quarter, demand Three-year low
€ 706
was rather subdued and came in below the prior-year
1,000
figure. As the year progressed, though, the market clearly
€ 9 40 € 950
gained momentum, with silicon demand in the following € 8 42
500
quarters even exceeding the record levels of a year earlier.
0
Raw-Material Costs Decline Year over Year
Raw-material costs in 2016 were lower than the year before. Methanol (€ / t )
Ethylene was slightly cheaper, while the prices for silicon 57
metal and vinyl acetate monomer ( VAM) fell by over 14 per-
Three-year high
cent. The average price of methanol dropped substantially, € 3 99
600
by around 26 percent.
Three-year low
400 € 150
€ 320
200 € 276
€ 208
Three-year high
€ 1,670
2,000
Three-year low
€ 795
1,000 € 1,292
€ 1,061
€ 8 99
the business trend was positive at our three chemical Net financial debt of € 992.5 million at year-end was slightly
d ivisions – WACKER SILICONES, WACKER POLYMERS and below the prior-year level.
WACKER BIOSOLUTIONS – with volume growth spurring
business there. On the whole, all three divisions increased As anticipated at the start of the year, the workforce
their sales. EBITDA was substantially above the year-earlier increased. As of the reporting date, WACKER had 17,205
figure. At WACKER POLYSILICON, solar-silicon prices fluc employees, 233 more than the year before.
tuated during the year. Even though prices were mark
edly lower, WACKER POLYSILICON grew its sales through The Executive and Supervisory Boards will propose a
increased volumes. At Siltronic, sales were slightly higher dividend of € 2.00 per share for 2016 (dividend for 2015: € 2.00)
than the year before. Volumes rose marginally year over at this year’s Annual Shareholders’ Meeting.
year. Volume gains and favorable exchange-rate effects
were countered by low market prices. On balance, Deviations from Projected Expenses
Siltronic’s EBITDA was higher year over year. Raw-material Personnel costs were slightly higher year over year, both in
costs, energy costs and exchange rates trended in line absolute terms and as a percentage of sales. This was due
with our expectations. to the increase in the workforce, which was in part attribut-
able to commissioning of the new production plant in
Projections for EBITDA Specified after First Quarter Charleston, Tennessee (USA ). We expect the ratio of per-
With the publication of the Q1 Interim Report in April 2016, sonnel costs to sales to decline slightly in the medium term
WACKER specified its projections for EBITDA. Instead of a due to productivity gains.
slight increase when adjusted for special income, the gain
was now expected to be between 5 and 10 percent year Compared with the previous year, raw-material costs
over year (2015: € 911.2 million without special income). At declined marginally, both in absolute terms and as a per-
€ 1.08 billion, adjusted EBITDA was 18.6 percent higher than centage of sales. A more favorable product mix and our
the year before. Net financial debt, previously expected to efficiency programs concerning the use of raw materials
be at the prior-year level, was forecast to be slightly below were positive factors in this trend. Raw-material prices
that level (2015: € 1.07 billion). All other performance indica- were lower on average over the year, which also had a
tors remained unchanged. In the Q2 Interim Report for positive influence on our raw-material costs. We expect 59
2016, we forecast that EBITDA would reach the upper end of raw-material prices to rise in the medium term, which will
our projected range of 5 to 10 percent. lift the ratio of raw-material costs to sales.
Investment spending developed as we had stated at the As we had expected, energy costs declined year over year
Annual Press Conference in March 2016 and amounted to due to more favorable procurement conditions and a lower
€ 427.6 million. regulatory cost burden.
Key Financial
Performance Indicators
EBITDA margin (%) 19.8 Somewhat lower Somewhat lower Somewhat lower 20.4
Slight increase Increase of between 5 and Increase of between 5 and
when adjusted for 10 percent when adjusted for 10 percent when adjusted for
EBITDA (€ million) 1,048.8 special income 1 special income 1 special income 1 1,101.4
ROCE (%) 8.1 Substantially lower Substantially lower Substantially lower 6.1
Net cash flow (€ million) 22.5 Markedly more positive Markedly more positive Markedly more positive 400.6
Supplementary Financial
Performance Indicators
Sales (€ million) 5,296.2 Slight increase Slight increase Slight increase 5,404.2
Investments (€ million) 834.0 Approx. 425 Approx. 425 Approx. 425 427.6
At the Slightly below the Slightly below the
Net financial debt (€ million) 1,074.0 prior-year level prior-year level prior-year level 992.5
Depreciation (€ million) 575.4 Approx. 720 Approx. 720 Approx. 720 735.2
1
EBITDA adjusted for special income amounted to € 911.2 million in 2015 and € 1,081.1 million in 2016.
Both in absolute terms and as a proportion of sales, WACKER generated the majority of its sales outside Germany.
depreciation was substantially higher year over year due International sales came in at € 4.69 billion – after € 4.61 billion
to the start of depreciation of the polysilicon production a year earlier – representing 87 percent of total sales.
facilities at our new Charleston plant. We expect deprecia- For further information, please refer to the Regions section starting on
page 64.
tion to decline slightly in 2017 and to return to the levels of
2015 in the medium term.
Group EBITDA at € 1.10 Billion –
EBITDA Margin at 20.4 Percent
2.19 Expenses by Cost Type Group EBITDA rose 5 percent year over year and amounted
to € 1,101.4 million (2015: € 1,048.8 million). In spite of a reduction
% of sales Reported for 2015
2016 in income from advance payments retained and damages
received, WACKER posted substantially higher EBITDA in
Personnel costs 26.1 25.7 2016. In 2015, WACKER had recognized € 137.6 million in special
Raw-material costs 23.8 25.0 income from advance payments retained and damages
Energy costs 7.2 7.7 received, which had a positive effect on EBITDA. In 2016,
Depreciation 13.6 10.9 special income received in connection with terminated
contracts amounted to € 20.3 million. Adjusted for this effect,
EBITDA actually climbed 18.6 percent year over year to
€ 1,081.1 million (2015: € 911.2 million).
For further information on the business divisions, please refer to the
segment information starting on page 62.
Earnings
€ million 2016 2015 Change
in %
60
EBITDA 1,101.4 1,048.8 5.0
Depreciation /
appreciation of
fixed assets –735.2 –575.4 27.8
EBIT 366.2 473.4 –22.6
Group Sales Climb 2 Percent Year over Year
to € 5.40 Billion
In 2016, the WACKER Group again increased its sales, which
came in at € 5.40 billion (2015: € 5.30 billion). This almost Higher Depreciation Reduces EBIT and Net Income
2-percent increase was driven by robust customer demand for the Year
and the associated volume growth, as well as by positive Group earnings before interest and taxes (EBIT ) totaled
exchange-rate effects. Compared with the previous year, € 366.2 million in 2016 (2015: € 473.4 million). That represented a
each business division sold more in terms of volume and decrease of 23 percent from a year earlier and corresponded
generated higher sales. The chemical divisions, in partic- to an EBIT margin of 6.8 percent (2015: 8.9 percent). This drop
ular, contributed strongly to the rise in sales by delivering was due to higher depreciation, which rose 28 percent in
substantial volume growth. In an intensely competitive 2016 to € 735.2 million (2015: € 575.4 million), as expected.
environment marked by lower prices, WACKER POLYSILICON
increased its sales by 3 percent. Siltronic slightly out-
performed prior-year sales despite lower prices.
For further information on the business divisions, please refer to the
segment information starting on page 62.
Cost of Goods Sold Rises 2.21 Reconciliation of EBIT to Net Income for the Period
6 Percent Year over Year
€ million 2016 2015 Change
At € 9 90.7 million, gross profit from sales was 12 percent in %
lower than a year earlier (2015: € 1.13 billion). The gross
margin was 18.3 percent (2015: 21.3 percent). Alongside the EBIT 366.2 473.4 –22.6
effect of higher depreciation, this decline reflected the Financial result –101.4 –66.7 52.0
start-up costs at the new Charleston production site, which Income before
increased the Group’s cost-of-sales ratio from 79 percent income taxes 264.8 406.7 –34.9
€ million
Group sales Sales-volume and Price effects Exchange-rate effects Group sales
Full-year 2015 product-mix effects Full-year 2016
301 4 5,404
5,296
–197
The other financial result amounted to € – 65.0 million (2015: Compared with the previous year, EBITDA outpaced sales
€ – 42.2 million). It primarily comprised interest-bearing growth, climbing 30.8 percent to € 3 61.2 million ( 2015:
components of pension provisions and other noncurrent € 276.2 million). The rise was fueled by volume growth, good
provisions. In addition, it contained gains and losses on plant utilization and high levels of cost efficiency. At
price fluctuations in financial assets and associated hedg- 18.1 percent, the EBITDA margin was markedly higher (2015:
ing instruments. The prior-year figure had included the 14.2 percent).
positive effects on financial assets of changes in exchange
rates. Investment spending rose by 8.0 percent year over year,
amounting to € 8 8.6 million (2015: € 82.0 million). The funds
Income Taxes were primarily for expanding silicone plants at the
For 2016, the Group reported tax expenses of € 75.5 mil- Burghausen site and for expansions at the Nünchritz site.
lion (2015: € 164.9 million). The Group’s effective tax rate The division had 4,566 employees as of December 31, 2016
was 28.5 percent (2015: 40.5 percent). This positive change (Dec. 31, 2015: 4,353).
stemmed from the elimination of start-up costs for the
Charleston production site that are not recognized in the
tax accounts and from a reduction in the losses incurred 2.23 Key Data: WACKER SILICONES
at some subsidiaries.
€ million 2016 2015 2014 2013 2012
The return on capital employed (ROCE) sets earnings before EBIT 280.8 194.5 128.9 151.1 106.4
interest and taxes (EBIT ) in relation to the capital employed Investments 88.6 82.0 88.5 85.4 158.8
Employees
for business activities.
(December 31,
62 number) 4,566 4,353 4,240 4,109 3,960
In the reporting year, ROCE came in at 6.1 percent (2015:
8.1 percent). This decrease was essentially due to the high
amount of capital employed coupled with lower EBIT. The
high level of capital employed stemmed from our substantial WACKER POLYMERS
capital spending on new production facilities last year. At
€ 6,018.0 million, capital employed climbed slightly in the Sales at WACKER POLYMERS rose by 1 percent in 2016 to
reporting period. € 1.195 billion (2015: € 1.186 billion). The increase was fueled
by higher volumes for dispersions and dispersible polymer
powders, which were partly offset by lower prices.
Segments
WACKER POLYMERS posted a substantial increase in sales
of dispersions, especially in the Americas, and continued
WACKER SILICONES to grow in Asia. The highest growth rate, of around 20 per-
cent, was achieved in India. Sales of dispersible polymer
At €2.00 billion in 2016, sales at WACKER SILICONES topped powders grew strongly, especially in North America and
the two-billion euro mark for the first time, after € 1.94 billion Europe.
in 2015. That was an increase of 3.0 percent. Higher vol-
umes were the main growth driver, though they were partially At € 261.0 million, EBITDA was clearly above the year-earlier
offset by somewhat lower prices. WACKER SILICONES was level (2015: € 222.2 million). This reflected the impact of much
able to increase its sales in all three of its business sec- higher volumes, good plant capacity utilization and very
tors, with sales of specialty products continuing to rise high levels of cost efficiency. The EBITDA margin improved
disproportionately. Silicones and silicone rubber – for to 21.8 percent (2015: 18.7 percent).
consumer goods, chemicals, energy and electronics
applications, and high-value construction products – sold
e specially well. From a regional perspective, growth was
strongest in Europe, while WACKER SILICONES posted
further sales gains in Asia.
Investments decreased year over year, amounting to 2.25 Key Data: WACKER BIOSOLUTIONS
€ 37.5 million (2015: € 47.4 million). Funds were spent on the
€ million 2016 2015 2014 2013 2012
expansion of existing production facilities and on a new
pilot reactor for dispersions at the Nanjing site in China.
With its new plant, WACKER POLYMERS is developing local Total sales 206.4 197.1 176.2 158.4 157.6
R&D activities in China and expanding its product range, EBITDA 37.0 32.2 23.6 23.6 24.5
application technology and customer service there. As EBITDA
of December 31, 2016, the division had 1,484 employees, m argin (%) 17.9 16.3 13.4 14.9 15.5
slightly more than the year before (Dec. 31, 2015: 1,461). EBIT 25.7 21.0 13.6 17.2 17.8
Investments 9.1 6.2 8.4 10.2 19.3
Employees
(December 31,
2.24 Key Data: WACKER POLYMERS number) 510 491 484 371 357
Investments increased year over year to € 9.1 million (2015: Total sales 1,095.5 1,063.6 1,049.1 924.2 1,135.8
€ 6.2 million). The funds were used to expand existing pro- EBITDA 285.9 402.4 537.0 233.9 427.5
duction facilities. In particular, capital spending focused EBITDA
on expanding the cyclodextrin plant in the United States. m argin (%) 26.1 37.8 51.2 25.3 37.6
In addition, WACKER BIOSOLUTIONS acquired a large-scale EBIT –117.1 162.6 305.3 0.1 200.8
fermentation plant in Spain. The aim is to meet rising Investments 130.0 581.8 334.5 290.0 698.1
Employees
customer demand for cysteine in the long term and to
(December 31,
manufacture other biosynthetic products. As of Decem- number) 2,490 2,373 2,093 2,102 2,349
ber 31, 2016, the number of employees reached 510 (Dec. 31,
2015: 491).
3.7 0.2
EBITDA improved by 17.7 percent year over year, climbing to
€ 145.9 million (2015: € 124.0 million). Positive factors influenc- 17.1
ing EBITDA were additional cost-reduction measures, high
37.0
rates of production-capacity utilization and a decrease in € 5,404.2
currency-hedging expenses. The EBITDA margin was 15.6 per- million
cent (2015: 13.3 percent).
20.0
Regions
64 2.27 Key Data: SILTRONIC
WACKER’s operations are highly international. In 2016,
€ million 2016 2015 2014 2013 2012
86.9 percent of the Group’s € 5.40 billion in sales (2015:
€ 5.30 billion) were generated by international business.
Total sales 933.4 931.3 853.4 743.0 867.9 Germany accounted for 13.1 percent.
EBITDA 145.9 124.0 114.0 26.5 0.7
EBITDA Further Sales Growth in Asia
m argin (%) 15.6 13.3 13.4 3.6 0.1 Asia accounts for the largest portion of our business. The
EBIT 28.7 4.5 –43.5 –95.9 –92.2 main impetus in the region is the rising affluence of the
Investments 89.5 75.1 40.7 30.9 103.2 emerging economies there. The region accounted for
Employees
43.3 percent of total Group sales (2015: 42.5 percent). Sales
(December 31,
number) 3,757 3,894 4,165 3,746 3,978 in Asia reached € 2.34 billion (2015: € 2.25 billion), an increase
of 3.9 percent. Sales in the Greater China region (including
Taiwan) climbed by 2.0 percent to € 1.37 billion ( 2015:
€ 1.34 billion).
Other
Modest Growth in Europe
Sales reported under “Other” totaled € 162.6 million in 2016 In Europe, a market where WACKER has a strong position,
(2015: € 197.5 million). That was 17.7 percent less than a year sales remained virtually unchanged in the reporting year,
earlier. The mild winter of 2015 /2016 weighed on the salt rising 0.3 percent to € 1,894 million (2015: € 1,887.6 million).
business. Europe accounted for 35.0 percent of Group sales (2015:
35.6 percent).
“Other” EBITDA amounted to € 10.2 million in the year under
review (2015: € – 8.9 million), with lower currency-hedging
costs having a positive influence. “Other” EBIT amounted
to € –76.0 million (2015: € – 94.5 million).
Fixed Assets Decline Due to Depreciation Working Capital Rises Due to Higher Receivables
Primarily as a result of higher depreciation, fixed assets and Inventories
decreased to € 4.65 billion (Dec. 31, 2015: € 4.83 billion). Depre- Current assets grew by just under 11 percent year over year.
ciation amounted to € 735.2 million. With the Charleston site They came in at € 2.18 billion ( Dec. 31, 2015: € 1.97 billion).
coming on stream in the reporting year, capital expen One factor in this rise was a higher level of working capital,
ditures fell substantially. They came in at € 427.6 million reflecting an operations-driven increase in trade receivables
(2015: € 8 34.0 million). Approximately one-quarter of these and higher inventories. Exchange-rate effects lifted trade
expenditures went toward final completion of the Charleston receivables and inventories by € 18.0 million.
site. The remainder was spent predominantly on investments
at WACKER SILICONES and Siltronic. The full consolidation
of the joint venture WACKER Asahikasei Silicone led to a 2.32 Working Capital
reduction in equity-accounted investments. Changes in
€ million 2016 2015 Change
exchange rates increased the carrying amount of fixed in %
assets by € 90.3 million.
Trade receivables 775.7 679.4 14.2
Other Noncurrent Assets and Securities Inventories 846.3 785.2 7.8
Other noncurrent assets totaled € 6 21.1 million as of Trade payables –369.7 –378.3 –2.3
December 31, 2016 (Dec. 31, 2015: € 440.9 million). That was a Working capital 1,252.3 1,086.3 15.3
rise of 41 percent year over year. WACKER invested surplus
liquidity of € 56.0 million (Dec. 31, 2015: € 3.7 million) in noncur-
rent securities. But the majority of the increase comprised
deferred tax assets, which rose € 128.5 million to € 449.9 mil-
lion, mainly due to higher actuarial losses from provisions
for pensions.
2016 2015
Fixed assets 64.0 % 34.8 % Equity Fixed assets 68.4 % 38.5 % Equity
34.3 % Provisions
27.5 % Provisions
Inventories 11.3 %
20.0 % Financial liabilities
19.5 % Financial liabilities Inventories 10.8 %
Receivables 18.5 %
Receivables 15.5 %
2.34 Trends: Equity and Liabilities plans at the end of the year resulted in higher actuarial
losses, which reduced equity by € 3 56.2 million. Currency
€ million 2016 2015 Change
in % translation effects lifted equity by € 43.4 million.
Equity 2,593.2 2,795.1 –7.2 Liabilities Increase Amid Higher Pension Obligations
Noncurrent provisions 2,428.9 1,881.5 29.1 Compared with the previous year, WACKER’s liabilities
Financial liabilities 791.1 1,136.7 –30.4 increased by € 399.1 million or 9 percent to € 4.87 billion. This
Other noncurrent liabilities 172.7 293.5 –41.2 change was attributable especially to the provisions for
Of which advance payments pensions, which rose by € 496.1 million to € 2.11 billion. This
received 164.1 287.5 –42.9
30-percent increase reflects the lower discount rates used
Noncurrent liabilities 3,392.7 3,311.7 2.4
for defined benefit plans. These discount rates were
Financial liabilities 667.1 318.7 > 100
1.94 percent in Germany (Dec. 31, 2015: 2.75 percent) and
Trade payables 369.7 378.3 –2.3
3.92 percent in the USA ( Dec. 31, 2015: 4.2 percent). As a
Other current provisions and
l iabilities 438.9 460.6 –4.7 result, actuarial losses rose substantially. Other noncurrent
Current liabilities 1,475.7 1,157.6 27.5 provisions increased, amounting to € 247.4 million (Dec. 31,
Liabilities 4,868.4 4,469.3 8.9 2015: € 217.0 million). Here, low interest rates had an impact
Total equity and liabilities 7,461.6 7,264.4 2.7 on provisions for jubilee benefits and for environmental
protection. Provisions for phased early retirement increased
Capital employed 6,018.0 5,875.4 2.4 due to the corresponding new contracts concluded during
the reporting year. Overall, other noncurrent liabilities were
lower at € 172.7 million (Dec. 31, 2015: € 293.5 million). This was
due to the reclassification to current liabilities of formerly
Liquidity Up 22 Percent noncurrent advance payments received.
Securities and cash and cash equivalents are a major
component of other current assets. Current securities At € 369.7 million, trade payables were roughly the same as
reached € 126.2 million at the end of 2016 ( Dec. 31, 2015: the year before (Dec. 31, 2015: € 378.3 million). Other current
€ 67.2 million), with WACKER investing liquid funds in fixed- provisions and liabilities fell 5 percent to € 4 38.9 million 67
term deposits and short-term bonds. There was a modest (Dec. 31, 2015: € 4 60.6 million). Current advance payments
decline in cash, which amounted to € 283.5 million as of the received amounted to € 106.6 million at the reporting date
balance sheet date (Dec. 31, 2015: € 310.5 million). Thus, total (Dec. 31, 2015: € 165.8 million). The change in current income
liquid assets (current and noncurrent securities, cash and tax provisions and liabilities for forward-exchange contracts
cash equivalents) increased by 22 percent year over year. was insignificant as of the balance sheet date. Personnel
liabilities, including those related to vacation, flextime and
Other current assets included income tax receivables of performance-related compensation, were slightly higher at
€ 18.5 million ( Dec. 31, 2015: € 19.0 million) and other tax the closing date.
receivables of € 45.4 million (Dec. 31, 2015: € 41.5 million).
Financial Liabilities Remain Constant
Equity Ratio at 34.8 Percent As of the balance sheet date, noncurrent and current
Group equity fell by € 201.9 million compared with a year fi nancial liabilities were unchanged at € 1.46 billion. In
earlier. It amounted to € 2.59 billion as of December 31, 2016 March 2016, WACKER took out new bilateral loans totaling
(Dec. 31, 2015: € 2.79 billion). The resulting equity ratio was US$ 250 million, taking advantage of prevailing low interest
34.8 percent (Dec. 31, 2015: 38.5 percent). Retained earnings rates for refinancing. Financial liabilities totaling € 200 mil-
rose, due to the Group’s net income for the year, and lion were repaid on schedule in December 2016. The share
declined, on the other hand, by € 9 9.4 million due to the of current financial liabilities increased because certain
dividend paid by Wacker Chemie AG. Other equity items financing arrangements previously reported as noncurrent
lowered equity, basically as a result of the adjustment to moved closer to maturity. Exchange-rate effects likewise
pension provisions that was recognized in other compre- led to an increase in financial liabilities.
hensive income. The remeasurement of defined benefit
Net Cash Flow 2.37 Cash Flow from Operating Activities (Gross Cash Flow)
In 2016, WACKER complied with its long-term policy of financ-
€ million 0
ing its investments essentially from its own cash flow. Net
cash flow totaled € 400.6 million in 2016 (2015: € 22.5 million), 2016 736.6
2014 485.2
2012 363.2
Cash flow from operating activities
(gross cash flow) 736.6 617.2
Changes in advance payments received 183.1 238.3
Cash flow from long-term investing Cash Flow from Long-Term Investing Activities
activities before securities –516.9 –815.6
The Group’s investment projects influence cash flow from
Additions from finance leases –2.2 –17.4
long-term investing activities. In 2016, cash payments of
Net cash flow 400.6 22.5
€ 516.9 million for investments were substantially below the
prior-year figure (2015: € 815.6 million). This was due to the
completion of investment spending on the polysilicon
facilities at the Charleston production site. Acquisitions led
Net cash flow is the sum of cash flow from operating activ- to a cash outflow of € 8.8 million relating to the purchase
ities (excluding the change in advance payments received) of large-scale fermentation facilities at the new León site
and cash flow from long-term investing activities ( before in Spain.
securities), including finance leases.
€ million 0
€ million 0
€ million
Net financial Cash flow from Cash flow from Dividend paid, Exchange-rate Net financial
debt as of operating activities long-term investing Wacker Chemie AG effects, changes debt as of
Dec. 31, 2015 (gross cash flow) activities before in scope of Dec. 31, 2016
securities consolidation,
and other
736.6
–516.9
–99.4
–38.8 –992.5
–1,074.0
2.41 New-Product Rate (NPR)1 to projects as needed. We have conducted market launches
of new and existing products for innovative applications
% 0
under this initiative, one of these being 3D printing.
2016 17.9
€ million 0
scientific institutions and universities to achieve successful 2.44 Employees in R&D as of December 31
research results more quickly and efficiently. In 2016, WACKER
Number 2016 2015 2014 2013 2012
worked together with more than 40 international research
institutes from three continents on some 44 research
projects. Our collaborative efforts cover topics that include Group R&D
electricity storage, process simulation and process devel- employees 1,060 1,043 1,061 987 1,008
Executive Board
Head of R&D
ACEO ® Imagine Series K Industrial-scale 3D printer for Additive manufacturing of Prototyping, aerospace,
silicone rubber p rototypes, small series and medical and biomodeling
assemblies with complex
g eometries
BELSIL® REG 1102 Film-forming silicone resin Skincare lotions and Cosmetics
elastomer gel sunscreens, make-up
ELASTOSIL® LR 3003 / 9 0 Silicone elastomer with high Large-scale production of Plastics
Shore hardness dimensionally stable silicone
products and hard / s oft
composites
ELASTOSIL® LR 5040 Liquid silicone rubber with Babycare, medical technology, Plastics
substantially reduced VOC food processing
content
GENIOPLAST® for Thermoplastic silicone additives Manufacture of wood-polymer Wood processing
Wood-P lastic Composites composites
LUMISIL® 590 & 591 High-refractive-index silicone High-performance LEDs, Manufacture of LEDs
optical components
LUMISIL® LR 7601 Highly transparent liquid silicone Optical lenses, sensors and Plastics
rubber with substantially reduced coupling elements in lighting
VOC content technology
SILPURAN ® 2122 Gelatinous silicone adhesive Adhesive plasters, Wound care
therapeutic tapes
VINNAPAS ® EP 3360 ULS VAE dispersion Environmentally compatible Paints and coatings
i nterior paints
CAVAMAX® W6 Alphadextrin Vegetarian-grade emulsifier- Food
substitute for baked goods
WACKER process to Microbial manufacturing Cost-efficient production of a Pharmaceuticals
produce Spectrila ® process for biologics leukemia medication for children
VINNAPAS ® 5005 N VAE dispersible polymer powder Cost-efficient binder for Construction
dry-mix mortars
In addition to their fixed base salary ( which includes topics aimed at making employees aware of the opportu-
vacation and Christmas bonuses), WACKER employees nities and challenges associated with a diverse workforce.
usually also receive some variable compensation – a The focus in 2016 was on the company’s generational mix.
voluntary payment to employees on both the standard and The fact is that, in years to come, different generations will
above-standard pay scales. This payment comprises a be working together some ten years longer than today,
profit-sharing amount and a personal-performance making the workforce more heterogeneous in this respect.
c omponent. Variable compensation payments totaled This is because older employees are staying in the company
€ 69.3 million groupwide in 2016. longer owing to the increase in the retirement age just as
younger staff enter the company sooner because of the
The IG BCE labor union and chemical-industry employers Europe-wide harmonization of study programs in higher
agreed on a new 24-month collective-bargaining agree- education and, in Germany, the reduced number of school
ment in June 2016. The first stage of the agreement saw years.
the standard pay scale increase by 3 percent on Septem-
ber 1, 2016. Effective October 1, 2017, it will rise by a further In addition to this issue, diversity management at WACKER
2.3 percent. A WACKER company pension is an important is placing greater emphasis on gender and cultural back-
compensation component and is available at most of our ground. People from 69 different nations work for WACKER.
German and international sites, except for regions where At the end of 2016, 43 of the groupwide total of 196 executive
the statutory pension appears sufficient or legal provisions personnel were of non-German nationality – which cor
are inadequate. Wacker Chemie AG’s pension fund – responds to 22 percent of the total. Overall, 17 nationalities
Pensionskasse der Wacker Chemie VVaG – provides a were represented at the executive level.
company pension to WACKER employees in Germany. The
fund has around 17,000 members and provides pension The German statute on equal opportunity for women and
payments to some 8,200 retirees. The average pension men in management that became law on May 1, 2015, has
paid was around € 6 50 per month. WACKER pays in up to been implemented at WACKER as follows:
four times its employees’ annual pension contributions,
with the exact amount being determined by the type of Executive Board: While Wacker Chemie AG attaches con-
76 agreement. Employees can supplement their company siderable importance to diversity as regards appointments
pensions by making their own additional contributions. to the Executive Board, expertise and qualifications remain
WACKER matches supplementary contributions as provided the principal criteria for such appointments. There are no
for by the collective wage agreements. Employees in regular new appointments planned for the next available
Germany also receive an additional supplementary pension date (June 30, 2017). Under these circumstances, the target
for that portion of their salary that exceeds the pension for the proportion of women in the Executive Board for the
insurance contribution assessment ceiling. period up to June 30, 2017, is zero.
Basic and Advanced Training at High Levels Management levels below the Executive Board: WACKER
In its personnel development activities, WACKER also relies is focusing its attention on the two levels of management
on vocational training. In 2016, 174 young people began below the Executive Board as depicted in the Wacker
their training at WACKER or at the Burghausen Vocational Chemie AG organizational chart. With regard to the second
Training Center ( BBiW ). In total, the company employed reporting level, we have also decided to include only
596 trainees, roughly the same as in the prior year (597). managerial employees from the highest above-standard
At 4.7 percent, the percentage of trainees (ratio of trainees pay scale or those who are OFK executive personnel with
to Group employees in Germany) was on a par with the responsibility for managing employees.
prior year (4.7 percent). In 2016, WACKER offered jobs to the
majority of suitable trainees – 154 graduates – hiring 41 of We have also designated the period up to June 30, 2017, as
them on temporary contracts and 113 on permanent the reporting period for the two management levels below
contracts. The BBiW also provides training for 22 partner the Executive Board. Because our numbers are based on
companies. the status quo as of June 30, 2015, we will have a two-year
period to observe developments.
Overall, WACKER invested € 7.9 million in personnel-devel-
opment measures and advanced training in 2016 (2015: Proportion of women: We aim to increase the proportion
€ 7.7 million). of women in the first level of management from 8 percent
to 10 percent. For the second level of management, we
Diversity and Inclusion in the Workforce have set a goal of raising the proportion of women from
Since joining Germany’s nationwide Diversity Charter initia- 14.5 percent to 17.5 percent.
tive in 2015, WACKER has focused every year on specific
Idea Management: Streamlining the Process Good social benefits, competitive compensation and
The ideas submitted by WACKER’s employees help it to do motivating tasks make WACKER an attractive employer. This
things better and stay competitive. In 2016, the number of explains our high level of employee loyalty. The average
improvement suggestions submitted was up 6 percent year length of service in Germany (permanent staff ) was 18.8 years
over year. The participation rate (number of submitters (2015: 18.4 years).
per 100 employees) and the total benefit rose as well. We
revised the idea management system in the reporting
period, and streamlined the processes for handling ideas. 2.51 Employee Turnover Rate
Age 15 35 55 75
Group
( 43.0 years)
5% International
( 39.8 years)
Germany
( 44.3 years)
4%
3%
2%
1%
0%
WACKER made substantial progress on strategic sustain- Workplace and Plant Safety
ability-management projects in 2016. Operating plants and processes in a manner that poses no
risk to people or the environment is an important objective
Regional Emphasis at WACKER. To this end, we have installed a groupwide
In 2016, the regional focus of WACKER’s sustainability man- safety management system that addresses both workplace
agement activities was on Europe, where we examined and plant safety. Systematic workplace safety includes
78 environmental, health and safety aspects of individual regular evaluation of hazards and work-area monitoring.
sites, including the Stetten and Halle sites in Germany, as The first step in ensuring plant safety is to systematically
well as our silicon-metal plant in Holla, Norway. identify risks and assess them. This includes analyzing
how well we control the energy present in a process (e. g.
Group Certificate pressure, heat) and determining the effect that a single
Our Group certification program ensures that customer- error might have on a chain of events that could lead to the
driven specifications and our corporate standards are escape of a substance or to an accident. On completion of
implemented at all WACKER sites. Almost all WACKER this comprehensive analysis, we specify safety measures
production sites are included in the ISO 9001 (quality) and to prevent undesirable incidents.
ISO 14001 (environment) Group certificates. Exceptions are
Wacker Química do Brasil, the Kolkata plant belonging WACKER attaches particular importance to providing its
to Wacker Metroark Chemicals Pvt. Ltd., India, and the safety experts with ongoing training. We hold regular
Tsukuba site of Wacker Asahi Kasei Silicone Co., Ltd., training sessions on topics such as plant safety.
Tokyo, Japan. All these sites have corresponding indi
vidual certificates. After commissioning, the new plant in Our goal for occupational safety is to reduce our group-
Charleston, USA, was also incorporated into the ISO 9001 wide accident rate (the number of workplace accidents per
Group certificate. million hours worked) to at least 1.7 by 2020. Groupwide, we
registered 3.0 workplace accidents with missed workdays
As of 2012, all German sites belonging to Wacker Chemie AG, per 1 million hours worked in the reporting period. In terms
Siltronic AG and Alzwerke GmbH have been certified to of reportable accidents (accidents with more than three
ISO 50001 (energy management systems). Wacker Biotech days of absence), WACKER’s numbers are far better than
GmbH and DRAWIN Vertriebs- GmbH were successfully the German chemical industry average. The reportable
certified to this standard in the reporting period. The accident rate in 2016 was 1.6. per 1 million hours worked,
silicone-p roducing sites in Burghausen and Nünchritz whereas in 2015, Germany’s BG RCI (the statutory employer
( both Germany), Jandira ( Brazil ), Zhangjiagang (China) liability insurance carrier of the basic materials and chem-
and Amtala (India) are certified to the ISO 22716 standard ical industries) registered 9.4 reportable accidents per
for the cosmetics industry. 1 million hours worked in chemical companies.
2.53 Workplace Accidents Involving Permanent Staff WACKER’s Burghausen Vocational Training Center ( BBiW )
and Temporary Workers – Group and SchlaU, a Munich education initiative focusing on
Number 2016 2015 2014 2013 2012 refugees, began working together in 2016. The collaboration
aims to help young refugees living in Bavaria’s Altötting
Accidents 1 district (home to our Burghausen site) learn German, and
per 1 million
hours worked 3.0 2.6 2.8 3.8 4.7 to find them suitable training places. In this effort, WACKER
Reportable is funding the SchlaU initiative with a sum of € 200,000 over
accidents 2 six years. The BBiW, supported by SchlaU, launched a
per 1 million career orientation week for young refugees, which was
hours worked 1.6 1.0 1.2 1.4 2.1
attended by 18 adolescents. The BBiW accepted two refu-
gees as business trainees in the reporting period. Of the
1
Accidents leading to at least one day off work twelve unaccompanied refugee minors cared for in the
2
Accidents leading to over three days off work
BBiW youth guest house, six started apprenticeships with
local craftsmen.
Safe Transport of Hazardous Materials In recognition of its refugee-themed trainee project, the
WACKER ensures that its products are safely transported plant in Nünchritz, Germany, was honored with the Com-
and stored, especially if hazardous goods are involved. In panies for Tolerance award, which the “Arbeit und Leben
2016, we had inspections carried out on over 9,500 trucks. Sachsen” organization presents to companies that actively
Failure rates have been low for years now. In 2016, the rate promote integration, diversity and tolerance and take a
was about 1.3 percent for hazardous goods shipments in stand against discrimination and racism.
Germany (2015: 1.5 percent). WACKER regularly audits its
hazardous goods shippers. Through the use of standards WACKER HILFSFONDS: Helping Flood Victims
and specifications, WACKER ensures that even the sub- Parts of the Lower Bavaria region in Germany were hit by a
contractors working for our logistics providers meet our once-in-a-millennium flood in June 2016. Many individuals
stringent safety requirements. and social institutions were affected, including WACKER
employees. WACKER HILFSFONDS, the Wacker Chemie AG 79
In 2016, we recorded seven transport incidents. They include foundation for disaster aid, is assisting those affected in
incidents that did not involve hazardous goods, whether or the region. In a donation campaign organized by the relief
not they adversely impacted people or the environment. fund, WACKER HILFSFONDS raised approximately € 156,000.
With a matching contribution from the company, a total of
For high-risk products, we use packaging and tanks some € 312,000 was provided to assist the rebuilding effort.
that meet the highest quality standards – in some cases WACKER also made a separate donation of € 100,000 in
exceeding statutory requirements. emergency aid for flood victims.
tion site in this zone. The City of Portland presented its COD effluent burdens rose as a result of the new polysilicon
Gold Sustainability at Work Certification to Siltronic’s US production plant in Charleston ( TN, USA ).
production site in honor of its sustainability activities. It
also presented its Gold Compliance Award for the safe, The increase in AOX (adsorbable organic halogen com-
sustainable operation of the Portland wafer production pounds) was caused by discharge from a company based
facility’s wastewater treatment plant. at the Burghausen site entering WACKER’s captive sewer
system; the discharged substance did not adversely
In 2016, WACKER invested € 5.5 million in environmental impact the environment.
protection (2015: € 5.7 million). In the same period, environ-
mental operating costs amounted to € 81.0 million (2015: Commissioning of the Charleston site led to a 4.3-percent
€ 8 3.8 million). rise in direct emissions of carbon dioxide (Scope 1) group-
wide.
Water Consumption Tested Using the
Global Water Tool© There were two reasons for increased nitrogen oxide
We use the Global Water Tool © (GWT ) developed by the emissions (NOX): first, the new Charleston site; second, the
World Business Council for Sustainable Development legally required recording of emissions data at the Holla
( WBCSD) to analyze the annual relative water stress index site in Norway involved a new measurement method.
of the countries in which our main global production sites
are located. This assessment has been conducted since Emissions of non-methane volatile organic compounds
2012, based on analyses using the water stress index (NMVOCs ) at Burghausen fell; groupwide, they rose slightly
d eveloped by the Water Systems Analysis Group of the as a result of higher production volumes at the sites in
University of New Hampshire, USA. This index provides Nanjing (China) and Ulsan (South Korea).
information on the relationship between water consump-
tion and the availability of renewable fresh water. The One of our environmental targets is to halve specific dust
outcome of the analysis is that our most important pro- emissions per metric ton of product groupwide between
duction sites are located in regions with a low relative 2012 and 2022. This mainly affects silicon-metal production
80 water stress index. These regions account for more than at the Holla site in Norway, where modifications were made
97 percent of our annual water use and over 90 percent of to filtration systems during the reporting year in order to
our production volume. Production sites in countries for reduce dust. Owing to this modification work, dust emis-
which no GWT-based water stress index information is sions rose temporarily during the official, four-week period
available account for less than 0.5 percent of our water of non-standard operations. If specific emissions are cal-
consumption. culated solely for normal operations in 2016, it is apparent
that the measures already taken have brought about an
As part of the Bavarian Environmental Pact, we joined improvement of some 40 percent relative to the base year
with seven other companies from ChemDelta Bavaria of 2012.
to establish Naturnahe Alz ( Natural Alz), an association
through which we support the state of Bavaria in renatural- Our indirect CO 2 emissions from procured energy (as per
izing the Alz river and enhancing its ecosystem long-term. Greenhouse Gas Protocol Scope 2) rose to 1,855 kilotons
(kt) in the reporting period (2015: 1,544 kt). The reasons for
Environmentally Relevant Projects at the the increase were the commissioning of the Charleston site,
Production Sites and the temporary shutdown of the Burghausen power
In 2016, we cleaned up and repaired the roughly 17-kilometer plant for maintenance work. We used energy-efficiency
Alz canal at the Burghausen site. Its water is used to gener- measures to reduce weighted specific energy consump-
ate power as well as supply cooling and process water for tion and related specific CO 2 emissions – while maintaining
the Burghausen site. To ensure that the waterway ecology a comparable product portfolio.
would not be compromised during the clean-up phase, we
used a monitoring program to control the alternative intake Measuring the Group’s corporate CO 2 footprint is an
of cooling and process water and the altered disposal of important tool for improving climate protection. That is
cooling / process water and wastewater. We used the Salzach why we have been measuring our Scope 3 emissions since
river as an alternative source of cooling and process water. 2012 – in addition to our indirect greenhouse gas emissions
As the temperature of this water is much lower than that of from procured energy ( in accordance with Greenhouse
the Alz canal, much less water was required. Gas Protocol Scope 2), which we have been tracking since
2011. Scope 3 emissions comprise all those generated WACKER EcoWheel ®, we identify key sustainability topics
along the supply chain, e. g. by suppliers or through waste and, together with our customers, set priorities for research
disposal and the transport of products. In 2016, we once projects.
again provided this emissions data to the Carbon Disclo-
sure Project (CDP), which WACKER joined in 2007. Founded in
London in 2000, CDP is a not-for-profit organization working 2.54 Product Lifecycles
to achieve greater transparency in greenhouse gas emis-
sions. Wacker Chemie AG’s performance profile was rated B
(on a scale from A to D) in CDP’s annual sustainability ratings. 1
2
Product Stewardship 7
WACKER takes environmental, health and safety aspects Crad
l e-
into consideration at every stage of the product lifecycle.
to
-gate
In research and development projects, we examine the
3
sustainability aspects of our new products and processes,
starting with the raw materials used. We try to minimize
raw-material consumption while selecting materials that
offer maximum ecological benefit. Our products are gen-
6 4
erally supplied to business customers for further process-
ing – not directly to end customers. Our lifecycle assess- 5
ments (LCA s ) look at the environmental impact caused
by a specific product family throughout its lifecycle – a
“cradle-to-gate” assessment extending from manufacturing
1 Raw materials and resources 5 End-product manufacturing
to the factory gate. They allow us to gage the sustainability
2 Production at WACKER 6 Phase of use by end
of our products and production processes, and to improve 3 Factory gate / shipment consumer
them accordingly. Our evaluations factor in the material, 4 Production at the customer 7 Recycling / disposal
water and energy consumption of a product, as well as its 81
ecotoxicity, over the entire lifecycle. With the help of the
Air
CO 2 emissions 1
Direct ( kt) 1,287 1,234 1,251 1,253 1,311
Indirect ( kt) 1,856 1,544 1,420 1,241 1,133
NO X nitrogen oxides (t) 2,035 1,910 1,990 2,010 2,225
Non-methane volatile organic compounds (NMVOCs) (t) 920 910 870 830 800
Total dust 2 (t) 517 389 494 658 591
Water
Water consumption (thousand m 3 ) 231,858 237,060 241,973 220,908 242,072
Chemical oxygen demand (COD) (t) 1,310 1,150 1,230 1,320 1,460
Halogenated organic hydrocarbons ( AOX ) (t) 3 2 2 2 3
Waste
Disposed of (t) 43,590 46,490 51,570 39,210 41,340
Recycled (t) 123,550 121,420 121,540 124,040 114,330
Hazardous (t) 81,110 75,520 78,330 78,910 70,910
Non-hazardous (t) 86,030 92,390 94,780 84,340 84,760
1
CO 2 emissions are measured as per the Greenhouse Gas Protocol (GHG Protocol: “A Corporate Accounting and Reporting Standard” ), published by the World
Resources Institute and World Business Council for Sustainable Development. Scope 1: direct CO 2 emissions. Scope 2: indirect emissions from the consumption
of purchased energy (converted into CO 2 equivalents for purchased electricity). For the purposes of sustainability reporting, the Group’s direct CO 2 emissions also
included intra-plant traffic emissions at our sites, emissions generated during biological wastewater treatment, and the emissions of the emergency power units
used during the shutdown of the Alz canal at the Burghausen site.
2
One of our environmental targets concerns total dust emissions. We are reporting on these emissions in the 2016 Annual Report for the first time and retroactively
to 2012, the initial year of our dust-related environmental objective.
2.57 Energy Consumption Brazil to North America and Europe allowed us to source
the material at lower prices. Energy prices, especially the
GWh 2016 2015 2014 2013 2012
price of natural gas, had also declined in the previous year.
Electricity
consumption 5,784 5,147 4,926 4,521 4,519 In 2016, the European Commission approved the reduc-
Heat tions of surcharges and taxes on electricity prices granted
c onsumption 3,947 3,520 3,571 3,709 3,734 to energy-intensive companies in Germany. This has helped
Primary
lessen regulatory uncertainties for WACKER as well.
energy use
(total ) 6,464 6,062 6,081 6,176 7,030
Of which
Natural gas 5,420 5,029 4,975 5,051 5,927 2.58 Procurement Volumes
Solid fuels 1 769 768 839 872 862 ( incl. Procurement for Capital Expenditures)
Heat € million 2016 2015 2014 2013 2012
s upplied
by third
parties 2 258 245 242 236 223 Procurement
volumes 3,331 3,655 3,187 3,076 3,493
Fuel oil 17 20 20 17 18
1
Coal, charcoal and wood; used as reducing agents at the silicon-metal
plant in Holla, Norway
2
Steam and district heating
Technical Procurement & Logistics
The Technical Procurement & Logistics department’s invoice
volume was some 12 percent below the prior-year level due
Procurement and Logistics to lower investment spending. Delivery times were at the
prior-year level. At Technical Procurement & Logistics,
WACKER’s procurement volume decreased in 2016, primarily 10 percent of our suppliers cover 90 percent of our pro-
due to substantially lower investment spending and more curement volume.
favorable raw-material prices. Volumes are broken down 83
into raw materials and energy, and into services, materials In 2016, we signed major multi-year master agreements
and equipment. WACKER spent € 3.33 billion (2015: € 3.66 bil- in particular segments such as logistics and technical
lion) on raw materials, other materials and services. This services. The initiative to reduce dependence on individ-
figure includes investment-project-related procurements ual suppliers continues to show measurable results and is
of € 428 million (2015: € 8 34 million). Our procurement rate – being expanded. Last year, our Project Procurement unit
raw materials, services and other materials as a percent- handled 15 projects at various stages of planning. The
age of sales – was 62 percent (2015: 69 percent). In 2016, we largest of these were the completion of the polysilicon
procured around 1,300 different raw materials as well as expansion project in Tennessee and the new dispersions
numerous technical goods and services for plant engineer- reactor in Kentucky (both USA).
ing and for maintenance. Our suppliers number about 11,500
(10,500 at Technical Procurement & Logistics and 1,000 at Systematic review of supplier risks is an important tool
Raw Materials & Energy). used by WACKER for properly evaluating our supplier
relationships. Reviews are conducted using analyses
Energy and Raw-Material Procurement Volumes from rating agencies, our own supplier assessments and,
Slightly Below Prior-Year Level increasingly, direct contact with our partners. Technical
At € 1.64 billion, the amount spent by the Group to procure Procurement evaluated about 350 suppliers for 2016.
energy and raw materials was down 5.2 percent (2015:
€ 1.73 billion). While the volumes procured rose by a mid- In Germany, which remains our largest procurement mar-
single-digit percentage over 2015, average procurement ket, we work with some 6,500 suppliers. The average length
prices for raw materials and energy decreased by more of business relationships between Technical Procurement &
than 10 percent year over year. The drop in the oil price Logistics and its suppliers is ten years. About 300 com
also had the effect of reducing the prices we paid for panies attended the 2016 Supplier and Logistics Day in
our raw materials ethylene, acetic acid and vinyl acetate Burghausen.
monomer in 2016. The increase in exports of silicon from
38
14
€ 14.8
million
33
ent company operates through four business divisions – Operating performance 3,655.5 3,623.8
Wacker Chemie AG’s sales rose by 2 percent to € 3.65 billion Income from the reversal of provisions led to an increase of
(2015: € 3.59 billion). WACKER SILICONES increased its sales € 11.6 million in the other operating result (2015: € 5.2 million).
by 4 percent to € 1.50 billion (2015: € 1.44 billion). Sales slowed
somewhat at WACKER POLYMERS, declining 1 percent to The operating result came in at € 180.0 million (2015: € 551.1 mil-
€ 731.4 million (2015: € 739.5 million). WACKER BIOSOLUTIONS lion). The WACKER SILICONES and WACKER POLYMERS chemical
lifted its sales to € 138.7 million (2015: € 136.5 million), a rise of divisions enhanced their contribution to earnings. WACKER
2 percent. Due to volume growth, WACKER POLYSILICON in- BIOSOLUTIONS’ positive result in 2016 was almost unchanged
creased sales by 3 percent to € 1.10 billion (2015: € 1.07 billion) over the prior year. WACKER POLYSILICON was impacted for
amid lower polysilicon prices. In total, Wacker Chemie AG’s the first time by material costs for the procurement of
operating performance rose by € 31.7 million to € 3.65 billion. polysilicon from the subsidiary Wacker Polysilicon North
America L.L.C. under a manufacturing contract. In addition,
The cost of materials rose to € 1.79 billion in 2016 (2015: income of € 20.3 million from advanced payments retained
€ 1.50 billion) and contains high procurement costs for and damages received in connection with terminated
polysilicon purchased from Wacker Polysilicon North contracts was lower than in the previous year (2015:
America L.L.C., a subsidiary, under a manufacturing con- € 137.6 million).
tract. The facilities at the new polysilicon production site
in Tennessee were successfully commissioned early in the At € 27.1 million, the result from investments in joint ventures
year and ramped up to planned production volumes by and associates was below the prior-year level (2015:
year-end. Wacker Chemie AG’s procurement price includes € 71.5 million) due to lower income from subsidiaries under
the start-up costs incurred at the beginning of the year and profit-and-loss transfer agreements. Aside from income
the idle-capacity expenses relating to the production from such agreements, the figure includes dividend pay-
ramp-up. Price trends for raw materials were a positive ments totaling € 3 8.0 million, after € 81.7 million in the prior
factor, as the average purchasing price for all key raw year. In 2015, the profit transferred from Dritte Venture
materials fell year over year. The largest price declines GmbH had contained income from the sale of shares in
were for silicon metal and vinyl acetate monomer. In addi- connection with the Siltronic AG IPO.
tion, outlays for energy were down. Overall, the material-
to-sales ratio rose to 48.9 percent (2015: 41.5 percent). The net interest result improved by € 107.2 million to 87
€ 2.5 million (2015: € –104.7 million). This was mainly due to
Personnel expenses increased by 6 percent to € 872.4 million first-time use of the 10-year average interest rate in line
(2015: € 825.4 million), developing almost in line with sales. with the German central bank’s interest regulation. As a
The reasons for this rise were collective bargaining agree- result, the discount rate used for pension obligations rose
ments and non-recurring expenses to secure the future slightly year over year. This is why interest expenses from
financing of the Wacker Pensionskasse VVaG pension fund. provisions for pensions were only € 13.7 million in 2016 (2015:
Wacker Chemie AG had 9,539 employees as of December 31, € 91.0 million). Interest expenses for financial liabilities were
2016 (Dec. 31, 2015: 9,519). At 23.9 percent, the employee- slightly lower year over year, as was interest income from
expense ratio remained at about the same level year over securities and fixed-term deposits. On the other hand, in-
year (2015: 22.7 percent). terest income from the financing of subsidiaries increased
following adjustments to contract terms and conditions.
Depreciation and amortization decreased by 5 percent to These factors caused income before taxes to decrease to
€ 296.5 million (2015: € 312.1 million). € 208.4 million (2015: € 515.6 million) and net income to decline
from € 335.8 million to € 121.4 million.
The other operating result, consisting of other operating
income less other operating expenses, declined by Income tax expenses amounted to € 8 7.0 million (2015:
€ 8 6.5 million to € – 518.2 million (2015: € – 431.7 million). This € 179.8 million) and comprised current taxes paid by Wacker
decrease was largely due to a reduction in income from Chemie AG as well as taxes paid for those domestic sub-
advance payments retained and damages received in sidiaries with which it has profit-and-loss transfer agree-
connection with terminated polysilicon contracts, which ments.
totaled € 20.3 million in fiscal 2016 (2015: € 137.6 million). Other
operating expenses included – in addition to exchange-rate
effects – selling expenses, maintenance, other contractor
work, rents, servicing costs, R&D costs and costs assumed
on behalf of subsidiaries. The foreign currency result im-
proved, and amounted to € – 8.6 million (2015: € – 21.1 million).
Net income came to € 121.4 million. Retained profit for 2.64 Statement of Financial Position
2016 – calculated as the profit carried forward from the
€ million 2016 2015
prior year less € 9 9.4 million in dividends paid – totaled
€ 1.24 billion (2015: € 1.22 billion). Assets
Intangible assets 9.8 9.5
Net Assets and Financial Position of Wacker Chemie AG Property, plant and equipment 1,135.6 1,288.7
Wacker Chemie AG’s total assets came to € 5.15 billion Fixed assets 3,861.0 3,293.6
Equity amounted to € 2.65 billion as of the reporting date Accruals and deferrals amounted to € 3 8.2 million as of
( Dec. 31, 2015: € 2.63 billion), corresponding to an equity year-end 2016 (Dec. 31, 2015: € 38.8 million) and mainly con-
ratio of 51.4 percent (Dec. 31, 2015: 51.1 percent). At Wacker cerned a payment by Siltronic AG to Wacker Chemie AG in
Chemie AG’s annual shareholders’ meeting, a resolution return for the transfer of employees to the latter.
was passed to distribute a dividend of € 9 9.4 million from
the profit carried forward from 2015. The remaining retained Cash flow from operating activities improved to € 520.7 mil-
profit of € 1,122.4 million was carried forward. Retained lion (2015: € 501.3 million), chiefly due to higher liabilities in
profit as of December 31, 2016 totaled € 1,243.8 million and connection with contract manufacturing. Lower net income
primarily comprised the current net income of € 121.4 million for the year had the opposite effect. In addition, higher
for 2016 and the non-distributed profit carried forward from non-cash expenses incurred to increase provisions had
the preceding year. a positive impact in the reporting year. As expected,
a dvance payments received for polysilicon deliveries
Provisions for pensions and similar obligations rose by a declined by € –161.1 million in line with the deliveries made
slight € 12.2 million to € 705.8 million (Dec. 31, 2015: € 693.6 mil- and the advance payments retained in connection with
lion). 2016 was the first year in which discounting was terminated contracts.
based on the average market interest rate over the past ten
fiscal years. Other provisions increased by € 8 4.7 million At € – 223.8 million, Wacker Chemie AG’s cash outflow from
to € 413.5 million in 2016 ( Dec. 31, 2015: € 328.8 million) and investing activities was somewhat higher (2015: € –182.1 mil-
primarily comprised provisions for taxes, personnel and lion). Cash not immediately needed was used to increase
environmental protection. The main reasons for this in- the closed-end fund, which led to a cash outflow of
crease were to secure future financing of the Pensions € 100.0 million. In contrast, the cash inflow from the sale of
kasse der Wacker Chemie VVaG pension fund and to securities equaled € 2 0 million. Funds also went toward
e stablish a provision relating to the contract manufactur- ongoing investments in property, plant and equipment. At
ing of polysilicon. Tax provisions, in particular, also rose. € 137.0 million, these were somewhat lower year over year
Overall, provisions accounted for 22 percent of total equity (2015: € 144.6 million).
and liabilities, following 20 percent in the prior year.
Net cash flow – defined as the sum of cash flow from 89
As of the reporting date, financial liabilities amounted to operating activities excluding the change in advance pay-
€ 6 47.0 million ( Dec. 31, 2015: € 8 55.3 million), down 24 per- ments received and cash flow from long-term investing
cent. This decrease was chiefly due to the repayment of activities ( before securities) – rose substantially again in
bank loans. As of the reporting date, bank loans raised the year under review, coming in at € 5 37.9 million (2015:
amounted to € 5 45.2 million ( Dec. 31, 2015: € 756.1 million). € 352.9 million).
Liabilities due to affiliated companies rose by € 2.6 million
to € 9 8.3 million as of the reporting date ( Dec. 31, 2015: Cash flow from financing activities totaled € – 326.3 million
€ 9 5.7 million). Overall, the share of financial liabilities in (2015: € – 304.9 million). In 2016, the available funds were
total equity and liabilities declined to 13 percent (Dec. 31, used to reduce liabilities to banks by € 200.0 million (2015:
2015: 17 percent). € 150.0 million). The amount of intra-Group financing rose
only slightly. The dividend for fiscal 2015 led to a cash
Trade payables increased by € 36.2 million year over year to outflow of € – 99.4 million.
€ 184.2 million (Dec. 31, 2015: € 148.0 million). As of the report-
ing date, other liabilities amounted to € 516.5 million (Dec. 31, Liquidity – defined as the sum of securities in current
2015: € 450.0 million). This rise was primarily due to as-yet assets, shares in closed-end investment funds, and cash
unpaid obligations relating to a polysilicon manufacturing on hand and demand deposits – increased slightly, from
contract with the subsidiary Wacker Polysilicon North € 144.5 million to € 195.1 million as of December 31, 2016. Net
America, L.L.C. The decline in advance payments received financial debt – which is the balance of liquidity as defined
under polysilicon contracts had the opposite effect. above and liabilities to financial institutions – fell sub
stantially due to investment in the closed-end fund and
the continued repayment of liabilities to banks. Here, the
improved net cash flow had a particularly positive impact.
At year-end 2016, net financial debt amounted to € 350.1 mil-
lion (2015: € 611.6 million).
We are assuming that sales will rise slightly versus the As a specialty-chemical and semiconductor company, we
prior year and EBITDA will be at the prior-year level. We have a particular responsibility to ensure plant safety and
expect Wacker Chemie AG to post a positive result for the to protect health and the environment. All our production
period that will be below the level of 2016. sites have coordinators who manage plant and workplace
safety, alongside health and environmental protection. Our
Publication risk management complies with legal requirements and is
The annual financial statements of Wacker Chemie AG a component in all our decisions and business processes.
have been submitted to the publisher of the “Elektronischer The Executive and Supervisory Boards are regularly
Bundesanzeiger” (the electronic version of Germany’s informed about the current risk status in the Group and at
Federal Gazette) and can be viewed on the website of each business division.
the German register of companies. KPMG AG Wirtschafts-
prüfungsgesellschaft, Munich, audited the annual financial WACKER follows the “Three Lines of Defense” model to
statements and issued an unqualified audit certificate for effectively manage corporate risks and ensure compliance
them. The statement of financial position and the state- with legal provisions and the ethical principles of corporate
ment of income are the main documents published here. management.
Wacker Chemie AG’s annual financial statements are
published together with those of the WACKER Group. The The first line of defense is centered on operational man-
annual financial statements can be obtained from Wacker agement, which involves coordinating, monitoring and
Chemie AG, Hanns-Seidel-Platz 4, 81737 München, Germany. managing the risks that arise.
They can also be accessed online at:
www.wacker.com
Supervisory Board
91
Executive Board
Auditors
First line of defense Second line of defense Third line of defense
Number of risks
Risk Management Structures and Tools Assessment, Quantification and Management of Risks
This groupwide system draws on existing organizational We analyze each identified risk’s probability of occurrence
and reporting structures, supplemented by additional and potential effects on earnings. Corporate Controlling
elements: compiles a monthly report to inform the Executive Board
of current and expected business developments and
– The risk management manual: this contains the sys- their associated risks. We evaluate and balance risks and
tem’s principles and processes. It explains reportable opportunities at regular meetings with our divisions.
levels of risks and how risks are to be covered and
mapped. Corporate Controlling ensures that our risk management
standards are implemented and that our risk management
– The risk management regulation: this stipulates group- process is enhanced. It not only records all substantial
wide reporting requirements, including when a specific risks groupwide, but also evaluates them systematically
committee must be informed. according to uniform criteria. Major risks and those endan-
gering the continued existence of the company are com-
– The risk management coordinator: this coordinator is municated immediately via ad-hoc reporting. Because the
responsible for the risk management system and is divisions are responsible for their own profit and loss, this
supported by local risk coordinators. process is closely interwoven with operational controlling.
Individual divisional risks are identified and evaluated on a
– The risk list: this records each specific risk facing our monthly basis. Operational risk management is thus firmly
divisions and other corporate sectors. Reporting is anchored in the divisions. At the same time, Corporate
mandatory for individual risks where the effect on Finance and Insurance, Corporate Accounting & Tax, Raw
earnings would exceed € 5 million. Materials & Energy, Technical Procurement & Logistics,
Corporate E ngineering, and Legal are involved in risk
Risk Identification controlling at the Group level.
WACKER identifies risks at two levels: for the individual
divisions, and at a Group level. We employ various instru- Financial risks are managed by Corporate Finance and
92 ments to ascertain and identify risks. These include order Insurance, which is responsible for all measures relating to
intake development, market and competition analyses, exchange-rate and interest-rate hedging transactions and
customer talks and ongoing observation and analysis of ensuring adequate Group liquidity. The operational frame-
the economic environment. work is set out in detailed specifications and regulations
covering, for example, separation of trading and settlement
functions. Corporate Accounting & Tax monitors receiv-
ables management vis-à-vis customers.
Risk monitoring: Risk coverage: Control of the risk Risk list Risk Risk
internal control legal management management management
system, Corporate and insurance process: manual regulation
Controlling functions Corporate Auditing
Internal Control System (ICS) Additionally, organizational workflows are defined in our
and Internal Control System for Accounting accounting and organizational regulations, and in book-
Our internal control system (ICS) is an integral component entry instructions. A groupwide calendar of deadlines
of our risk management system. guarantees the complete and timely processing of financial
statements. Corporate Accounting monitors compliance
Our internal accounting control system is aimed at ensuring with reporting obligations and deadlines. By separating
consistent compliance with statutory requirements, gen- financial functions between accounting, statement analysis
erally accepted accounting principles and International and strategy, we ensure that potential errors are identified
Financial Reporting Standards ( IFRS) – the goal being to prior to finalization of the statements and that accounting
avoid misstatements in Group accounting and external standards are complied with.
reporting.
Our subsidiaries ensure that all regulations are imple-
In addition to the ICS principles already mentioned, we mented in their local regions. Corporate Accounting assists
perform assessments and analyses to help identify and them and monitors the process. Additionally, country-
minimize any risks that may directly influence financial re- specific accounting standards exist that must be complied
porting. We continually monitor changes in accounting with. The reported data is verified both by automatic system
standards and provide the employees handling them with validation, and by reports and analyses. Data is checked
regular and comprehensive training. We enlist external for plausibility and then consolidated. We safeguard the
experts to reduce the risk of accounting misstatements in effectiveness of controls not only by gathering feedback
complex and challenging issues, such as pensions. from employees involved, but also by continually monitor-
ing key financial indicators in our monthly management
Our internal accounting control system is designed to ensure reports and in system-based test runs. Moreover, regular
that our accountants process every business transaction external audits are carried out, and there are external
promptly, uniformly and correctly and that reliable data on reviews at year-end and for each quarter.
the Group’s earnings, net assets and financial position are
available at all times. Our approach here complies with On a quarterly basis, managers at our divisions, corporate
statutory provisions, accounting standards and internal departments and subsidiaries confirm for their areas that 93
accounting rules. A key accounting regulation is the all key issues for quarterly and annual financial statements
accounting manual in effect groupwide and available on have been reported.
the WACKER intranet. It specifies binding rules for group-
wide accounting and assessment. The Group regulation The Supervisory Board is also integrated into the internal
on accounting contains uniform stipulations for the control system through the Audit Committee. In particular,
organizational responsibility of accounting-related topics. the Audit Committee monitors the accounting process, the
Systematically structured
Regulations and control measures within
work instructions business processes
1
Possible financial losses due to the intentional or inadvertent misconduct of our employees or third parties.
effectiveness of the internal-control and risk-management as it had been in 2015. For example, a dedicated campaign
systems, and auditing procedures. Moreover, it reviews was launched to raise employee awareness of the risks of
the documents for Wacker Chemie AG’s separate financial cybercrime. In 2016, no major infringements of compliance
statements and the WACKER Group’s annual and quarterly were identified that were subject to the previously men-
financial statements and the combined management tioned reporting threshold, where the effect on earnings
report for these statements, and discusses them with the would exceed € 5 million.
Executive Board and the auditors.
Internal Auditing
We protect all financial systems from misuse with user- The third line of defense is provided by WACKER’s Corporate
authorization systems, data-release policies and access Auditing department, which acts as an independent
restrictions. Information Technology, a corporate depart- monitoring body for the Executive Board. This department
ment, carries out regular system backups and maintenance shares responsibility for effective internal control systems
measures to minimize both the risk of data loss and of a throughout the various operational processes and systems.
breakdown of accounting-related IT systems. However, When setting up an internal control system, the operational
even with adequate and functioning systems in place, we units must apply certain principles, such as a policy of dual
cannot guarantee that the internal control system will be control. These principles are defined in an internationally
100-percent effective. valid regulation that explains them in more detail for critical
functions.
Compliance Management
WACKER’s ethical principles of corporate management go On behalf of the Executive Board, Corporate Auditing there-
above and beyond the legal requirements. The compliance fore mainly performs regular, process-specific reviews of all
management department is responsible for ensuring relevant functions and corporate units, placing its focus on
that these principles and all related legal provisions are internal control systems. Audit topics are selected using a
observed throughout the company. Training courses on risk-driven approach. This takes account of risk manage-
compliance raise employees’ awareness of the relevant ment reporting, as well as the reports and information
risks and convey binding rules of behavior for daily work provided by the corporate departments, business divisions
94 routines. These aspects are covered by WACKER’s com- and larger joint ventures / associates. The Executive Board
pliance regulation. Employees are instructed to inform supplements and approves the auditing schedule, which is
their supervisors, the compliance officers, the employee discussed by the Audit Committee as well. If necessary,
council or their designated HR contacts if they notice any the schedule is flexibly adjusted during the year to take
violations. account of changes in underlying conditions.
The Group’s compliance officers are responsible for im- In 2016, auditing focused on adherence to environmental
plementing these rules and regulations, and are on hand legislation in the USA, as well as on sales commissions and
to advise employees on all matters relating to compliance. discounting, including how they are treated in accounting.
The WACKER Group has 23 compliance officers around the Whenever cross-functional business-process audits were
world: in Germany, the USA, China, Taiwan, Japan, India, conducted at subsidiaries, the checks included aspects of
South Korea, Brazil, Mexico, Singapore, Russia, Norway plant safety, such as whether safety training or technical
and the United Arab Emirates. Compliance issues arising inspections were held. During the reporting period, no major
in countries not listed here are handled in Germany by complaints about the proper functioning of the control
the Chief Compliance Officer. systems came to light as regards the previously mentioned
reporting threshold, where the effect on earnings would
Prevention is a key aspect of the work of compliance offi- exceed € 5 million.
cers. They train, inform and advise employees and man-
agement on, for example, anti-corruption strategies and Any process-optimization measures derived from the
measures. In 2016, all the compliance officers met in Munich audits are implemented and systematically monitored by
to discuss how to harmonize WACKER’s global approach to the auditing department. It provides the Executive Board
combating legal infringements. The prevention of cyber- and Audit Committee with regular reports on the results
crime was a further point of focus in the reporting period, and implementation status of the various measures.
External Controls 2.68 Probability and Possible Impact of Our Risks in 2017
When auditing our annual financial statements, the external
Risk / C ategory Probability Possible
auditor examines our early-warning system for detecting Impact
risks. The auditor then reports to the Executive and Super-
Overall economic risks Unlikely Medium
visory Boards.
Sales-market risks
Chemicals Unlikely Medium
Polysilicon Possible High
Central Risk Areas Siltronic Possible Medium
Procurement-market risks Possible Medium
Defining the Probability and Impact of Risk Occurrence Market-trend risks Unlikely Low
We have defined categories for describing the probability Investment risks Unlikely Low
that risks we identify will occur. They provide a framework Production and environmental risks Unlikely Medium
for understanding our assessment of individual areas of risk. Financial risks
The categories define the range of probability as follows: Credit risks Unlikely Low
Currency-exchange and
i nterest-rate risks Possible Medium
– Unlikely: under 25 percent
Liquidity risks Unlikely Low
–
Possible: 25 – 75 percent
Pensions Possible Medium
–
Likely: over 75 percent
Legal risks Unlikely Low
Regulatory risks
We also use categories to describe how the occurrence Energy transition in Germany Possible Low
of the risks listed might impact the Group’s earnings, net Polysilicon trade restrictions Possible High
assets and financial position. We assess the possible New regulations for production
effect on earnings using the net method, i. e. after taking processes and products Likely Low
appropriate countermeasures, such as establishing pro- IT risks Unlikely Medium
visions or hedging. The following categories define the Personnel-related risks Unlikely Low
ranges: External risks Unlikely Low
95
– Low: up to € 25 million
–
Medium: up to € 100 million
–
High: over € 100 million Overall Economic Risks
Scenario: Economic slowdown.
The following table shows our estimation of the probability
of risks and of how risk occurrence might impact the Impact on WACKER: Production-capacity utilization drops,
Group’s earnings, net assets and financial position. The specific manufacturing costs rise, and the Group’s sales
statements refer to the forecast period, thus to fiscal 2017. and earnings decline.
Evaluation and Risk Assessment: Analysts expect global business fields. By cooperating closely with customers,
economic growth to continue in 2017. Risks to momentum we aim to quickly open the way to novel applications, thus
stem from ongoing geopolitical crises and from increased fostering long-term customer loyalty.
political uncertainty in Europe and the USA. An unexpected
slowdown in China could hamper global growth, as could Evaluation and Risk Assessment: We expect overcapacity-
possible turbulence on international financial markets. related risks for our products to remain the same in 2017. At
WACKER POLYMERS, we see overcapacity for dispersions
Our chemical business supplies a large number of custom- and dispersible polymer powders in Asia. Nevertheless,
ers from a broad range of industrial sectors worldwide. we expect plant utilization to be strong despite this over-
This enables us, as experience has shown, to at least capacity. WACKER SILICONES faces overcapacity for siloxane
partially compensate for temporary weaknesses in some production in China and for certain segments (such as
sectors and sales regions. liquid silicone rubber) – which could reduce plant utilization.
Price pressure on some of our chemical divisions’ products
In our polysilicon business, future developments are de- will persist in 2017.
termined by the regulatory framework for solar-power use
and for international trade in photovoltaic systems and It is unlikely that individual areas of our chemical business
solar silicon. Additionally, the situation is influenced by will experience overcapacity and, consequently, price
economic trends. pressure. We have already taken account of this possibility
in our planning and forecasts. Any potential impacts on
In Siltronic’s semiconductor-wafer business, volume and Group earnings beyond that would be of medium scale.
price trends depend essentially on two factors. First: on
the trend in consumer and industrial demand for electronic Scenario 2: Polysilicon overcapacity and price risks, difficult
equipment – for example, computers, smartphones and market conditions due to a rollback of government incentive
tablet PC s . Second: on the balance between global programs, the tight financial situation of many customers
p roduction capacities and semiconductor-manufacturer and the expiration of long-term supply contracts.
demand. Both factors are closely interlinked.
96 Impact on WACKER: There will be volume risks if excessive
We presently see no specific signs that economic trends and hurried cuts to government solar incentives negatively
will diverge substantially from the experts’ forecasts. impact the photovoltaic market. The expiration of long-term
Given the risks mentioned, however, we cannot completely contracts increases the risk to capacity-utilization rates.
rule out the possibility that the global economy in 2017 Overcapacity could lead to intense price competition, ex-
could fall short of current projections. Should the world erting pressure on margins. Both factors could result in
economy prove weaker than currently forecast, this would declining sales and earnings.
have a medium impact on WACKER’s earnings.
Measures: We counter these risks by continuously im-
Sales-Market Risks proving our cost positions and by optimizing our product
Scenario 1: Chemical-segment overcapacity. and customer portfolio in line with market developments.
We counter customers’ liquidity problems by demanding
Impact on WACKER: Price and volume pressures on our collateral.
products.
Evaluation and Risk Assessment: In all probability, the
Measures: WACKER minimizes this risk in various ways. For consolidation process in the solar industry will continue in
example, we align production with demand and perform 2017. As long as this trend persists and global production
quantity controls to ensure appropriate plant-utilization capacities exceed market demand, polysilicon prices are
rates. Our approach also includes structured price man- likely to remain at their current low levels. Our planning
agement, process optimization and intense development and forecasts anticipate the continuation of this situation.
of growth markets. Importantly, a key ongoing goal is to Should solar-silicon demand clearly exceed supply, this
increase the share of cyclically resilient product groups in would presumably benefit earnings at WACKER POLYSILICON.
our portfolio and to rank among the global leaders in all our Conversely, a slump in demand for WACKER’s solar silicon
would probably have a high impact on earnings in this Evaluation and Risk Assessment: WACKER has positioned
business. We consider there to be a possible risk of falling itself in energy and raw-material procurement in such a
prices. way that we can effectively manage the risks inherent in
both economic upturns and downturns. If the world econ-
Scenario 3: Cyclical fluctuations and intense competition omy weakens markedly, our contracts for key raw materials
on the semiconductor market. allow us to adjust our purchase volumes flexibly and to
benefit – wherever possible – from price decreases through
Impact on WACKER: Volumes and prices decline. escalator clauses. If the world economy grows, we have
volume guarantees. As a result, we do not see any major
Measures: Siltronic is reducing these risks by increasing risks affecting the supply of our raw materials. Prices
flexibility in production operations and implementing could, of course, markedly increase in such situations. But
s ystematic cost management. Siltronic aligns its own experience has shown that we would then have the possi-
c apacity with market trends and continuously improves bility of at least partially compensating for these additional
the efficiency of production and business processes to costs with higher selling prices for our own products.
optimize its cost basis. Prices for crude oil and coal are currently rising. If this
trend should continue long term, our raw-material and
Evaluation and Risk Assessment: Siltronic currently energy costs could increase as a result.
expects volumes in 2017 to be higher than last year. This
scenario forms the basis for our planning and forecasts. WACKER uses a number of highly specialized raw materials
We consider it possible that volumes and prices will for which there are only a few suppliers. If these suppliers
diverge substantially from our expectations. If volumes were to cease deliveries, this could limit our production.
came in considerably below our current estimates, this We minimize this risk by taking appropriate measures (e. g.
would have a medium impact on Siltronic’s earnings. backup suppliers, safety stocks, change of products).
Evaluation and Risk Assessment: Risks stemming from checks to the evaluation of historical data from our busi-
the production, storage, filling and transport of raw mate- ness relationship to date ( particularly payment behavior).
rials, products and waste can never be completely ruled We limit default risks by means of credit insurance, advance
out. Yet even though it is generally possible for such risks payments and bank guarantees. We prevent counterparty
to materialize, we currently consider a serious loss event risk vis-à-vis banks and contractual partners by carefully
to be unlikely. Should such an event occur, though, it could selecting these partners. We conduct cash investments
have a medium impact on WACKER’s earnings. and derivative dealings with banks that usually have a
minimum rating of A– from Standard & Poor’s or a compa-
Financial Risks rable rating agency. Investment activities are additionally
WACKER is exposed to financial risks from ongoing oper- subject to maximum investment and term limits. In excep-
ations and financing. Such risks include credit, market- tional cases, investments or derivative dealings may be
price, financing and liquidity risks. They are managed by conducted with banks of lower creditworthiness within
the individual WACKER departments responsible for them. specified limits and terms.
We employ primary and derivative financial instruments
to cover and control the financial needs and risks neces- Evaluation and Risk Assessment: We consider it unlikely
sitated by our operations. Such financial instruments are that credit risks stemming from customer business will
not permitted, however, unless they are based on actual or occur. We assume that our risk concentration with regard
planned operational activities. The Notes to the Consoli- to bank failures is low, thanks to our approach to counter-
dated Financial Statements provide extensive information party risk. If credit risks stemming from customer business
about risk hedging using derivative financial instruments. or from a bank failure did unexpectedly occur, their impact
For further details, see pages 165 to 166 of the Notes section. on WACKER’s earnings would probably be low.
internal regulations that separate trading and settlement Impact on WACKER: A rise in pension obligations, a decline
functions, and is subject to strict controls within the entire in plan assets, and a possible injection of financial re-
processing procedure. We continually monitor the effec- sources into the pension fund or into the plan assets will
tiveness of any measures taken. affect the financial position and earnings of the Group.
Over and above the pension plan, there are defined-benefit
Evaluation and Risk Assessment: We hedge part of our pension plans in the form of direct commitments. Addition-
US dollar, yen and Singapore dollar business. The possible ally, employees have the option of converting part of their
burden or income from exchange-rate fluctuations is remuneration into direct benefit commitments. The greater
partially cushioned by hedging measures. From today’s life expectancy of pension-fund beneficiaries, adjustments
perspective, we consider it possible that exchange-rate to pay and pensions, and the discount factor (used in
and interest-rate changes in 2017 will substantially differ calculating the net present value of a final capital amount)
from our planning assumptions. We believe that this would also impact WACKER’s equity and earnings to a substantial
have a medium impact on Group earnings. degree.
Pensions
Scenario: Greater life expectancy of those entitled to a
pension, pay and pension adjustments, falling discount
factors, significant changes in the composition of the
invested fund assets and capital-market interest rates
(environment of low interest rates).
Measures: We limit legal risks with centralized contract Measures: We continually monitor regulatory activity in
management and legal review by our legal department. If Germany and in the EU. Whenever we anticipate changes
necessary, we also seek highly qualified and specialized in the current legal situation, we try to introduce our view-
external legal advice. point into legislative procedures through discussions with
policymakers and by participating in trade associations.
Our Intellectual Property department protects and moni- In addition, we search for, and take advantage of, market
tors patents, trademarks and licenses. Before initiating opportunities arising from renewable energy (e. g. industrial
R&D projects, we conduct searches to determine whether demand-response management).
existing third-party patents and intellectual property rights
could prevent us from marketing any newly developed Evaluation and Risk Assessment: In 2016, the Bundestag
products, technologies or processes. approved an amendment of the German Renewable Energy
Act and, at the start of 2017, this amendment came into
We limit risks arising from possible legal infringements by force. Moreover, the German government and the EU
means of compliance programs. WACKER’s Code of Conduct Commission have reached agreement on the rules regard-
defines and stipulates binding rules of behavior for all ing self-generated electricity, combined heat and power
employees. Through training programs, WACKER enhances plants, and sheddable loads. On the whole, these decisions
awareness of these issues and attempts to prevent repu- do not cause any substantial increase in WACKER’s burden 101
tation-related risks. beyond the previous level. We consider it possible in
principle that other legal provisions relating to energy pol-
Evaluation and Risk Assessment: Due to the varied nature icy, for example grid charges, might be amended in 2017.
of our business activities in all major regions of the globe, Such amendments, though, would likely have a low impact
the occurrence of legal risks is always conceivable in on WACKER’s earnings this year. We expect the regulatory
principle. We currently do not foresee any legal disputes, environment surrounding the energy transition to remain in
patent infringements or other legal risks that could signifi- flux for the next few years.
cantly influence our business, but consider the occurrence
of such risks as unlikely in principle. Should such an indi- Polysilicon Trade Restrictions
vidual case occur, we would expect its impact on WACKER Scenario: Anti-dumping proceedings have been com-
Group earnings to be low. pleted by the Chinese Ministry of Commerce against
polysilicon imports from the USA. The anti-dumping pro-
Regulatory Risks ceedings of the EU against Chinese solar companies have
Energy Transition in Germany been reviewed and extended. Until April 2017, sales of
Scenario: The transition in Germany to 80 percent renew- WACKER polysilicon in China comply with the terms of an
able energy in the electricity sector by 2050 (known as the amicable agreement reached with MOFCOM. The arrange-
“Energiewende” or energy transition) creates a regulatory ments between WACKER and the Chinese government expire
environment that will probably be marked by constant after that date, and China imposes stricter measures.
legislative amendments in Berlin and Brussels (the German
Impact on WACKER: Negative impact on the company’s Impact on WACKER: Additional investments in production
earnings, net assets and financial position; influence on facilities and revenue losses in individual application fields.
sales volumes; impact on long-term customer relations.
Measures: WACKER continually monitors the regulatory
Measures: Our aim in numerous discussions with policy- environment surrounding its products and production
makers in the USA and China is to avoid punitive tariffs processes so that it can react promptly to impending
(US tariffs on Chinese solar modules and cells, and changes. This is why we have begun to technologically
Chinese tariffs on polysilicon from the USA) and hence the enhance individual silicone production plants in prepara-
imposition of such tariffs on WACKER’s US-made polysili- tion for possible regulatory changes.
con. According to Chinese anti-dumping laws, we can also
apply to have the tariffs individually reviewed and their Evaluation and Risk Assessment: It is always possible
level set. This is because WACKER did not, in fact, import that new legal regulations will make it necessary to modify
any polysilicon from the USA to China during the investiga- our product portfolio or production processes. We consider
tion period of the anti-dumping proceedings. We will apply it likely that new legal provisions will require additional
for a “New Shipper Review.” We are also trying to convince investment in our production facilities or changes to our
the Chinese government to withdraw, as of April 2017, product portfolio. Should such changes occur, the impact
measures directed against European polysilicon imports. on WACKER’s earnings would be low, at most.
We minimize project-related IT risks with the help of a Impact on WACKER: A lack of technical and managerial
uniform project and quality-management method. It e
nsures employees could dampen our continued growth and cause
that changes are integrated into our system landscape in us to lose of our technological edge.
a controlled manner. Safety demands are identified and
taken into consideration right from the planning stage. Measures: We counter these risks through personnel-
Before new IT solutions are rolled out, we ensure that policy measures. These particularly include our Talent
d evelopment and security requirements have been ob- Management Process and the development plans derived
served. Systematic enterprise-architecture management from it. In addition, we offer a wide variety of training pro-
reduces complexity and risks. grams, good social benefits and performance-oriented
compensation. We also offer our employees in Germany a
As part of the risk management process, we log and wide range of working-time models and arrangements to
evaluate any operations-related risks that arise and initiate better balance career demands with the different phases
countermeasures. We also optimize IT service management of life.
processes on an ongoing basis. We use state-of-the-art
hardware and software solutions to counter network WACKER has a detailed, groupwide successor-planning
downtime, data loss or manipulation, and unauthorized process in place for all key positions in the company,
access to our network and systems. We use efficient including all positions held by executive personnel. For
software security programs to protect ourselves against every upper management position, we observe up to three
malware. We have set up an international security team, candidates to assess their potential and performance. In
which addresses problems involving data and system successor planning, WACKER distinguishes between short-
confidentiality, integrity and availability by means of orga- term needs (up to two years) and medium-term needs (two
nizational and technical measures and awareness and to four years). In addition, WACKER has appointed deputies
training programs. Information events and training on IT for executive personnel in the event of a lengthy absence
security ensure that our employees have the necessary or illness.
skills to heighten information security at the company. In
addition, we regularly conduct comprehensive safety Evaluation and Risk Assessment: Demographic change
reviews of the solutions and business partners used at will increase the risk of not being able to find sufficiently 103
domestic and international sites to prevent the risk of qualified personnel for technical and managerial positions
attacks on our information systems. in the medium to long term. For 2017, we consider the risks
to our personnel needs to be low. Should these risks occur,
Evaluation and Risk Assessment: We can never com- the impact on Group earnings would probably be low.
pletely rule out system errors and attacks on our IT
systems and networks. The scope and variety of attack External Risks
scenarios are on the rise worldwide. A long-term failure of Scenario: Pandemic, natural disaster, war or civil war.
IT systems or a major loss of data can considerably impair
WACKER’s operations. Thanks to our precautionary mea- Impact on WACKER: Impairment of our entrepreneurial
sures, we consider the occurrence of such events to be capacity to act, production downtimes, loss of trade
unlikely. However, if one of our IT systems experienced receivables, impact on sales and earnings.
downtime, a service disruption or a hacker attack affecting
a significant number of users or lasting a longer period of Measures: WACKER is a global operation with production
time, there would be a medium impact on Group earnings. facilities and technical centers in Europe, the Americas
and Asia, and some 50 sales offices worldwide. Possible
Personnel-Related Risks pandemics, natural disasters and acts of war in individual
Scenario: Demographic change, lack of qualified technical countries or regions where we are active represent a
and managerial employees, and problems in filling execu- potential risk to our business and production operations,
tive positions. product sales and fixed assets and, therefore, to our
earnings, net assets and financial position. Our managerial
entities and our sites have worked out and publicized
plans and measures to minimize the effects of a pandemic Strategic opportunities of vital importance – such as strat-
on the health of our employees and on our business egy adjustments, potential acquisitions, collaborations
processes. A standardized and coordinated approach is and partnerships – are handled at the Executive Board
ensured by a pandemic preparedness plan. The financial level. Such opportunities are incorporated into WACKER’s
impact of damage to our production plants due to natural annual strategy-development and planning process, with
disasters is partly covered by insurance. Since WACKER current issues being discussed at regularly scheduled
has production sites on various continents, we can ensure Executive Board meetings. For these issues, we normally
manufacturing and delivery capability to some degree use various scenarios to develop risk-opportunity profiles
even if individual plants should fail. before making decisions.
Evaluation and Risk Assessment: Risks from pandemics, WACKER has identified a whole range of opportunities for
natural disasters, and acts of war or civil war can never be advancing the Group’s success over the next few years.
ruled out entirely. In our view, it is unlikely that WACKER
could be affected by risks from pandemics, natural disas- Overall Economic Opportunities
ters, and acts of war or civil war. Our preparedness plan Despite the challenges facing the global economy, WACKER
and our internationally distributed production sites and sees good opportunities for continuing to grow at a faster
sales offices help to limit the impact of local or regional pace than world chemical production, especially in emerg-
damage on our business processes. As a result, we ing markets and sales regions. Our focus here is on Brazil,
estimate that, even if such events occurred, the impact on China, India and the Middle East. As previously, we expect
WACKER’s earnings would be low. the highest growth rates to be in China, India and South-
east Asia. To seize such opportunities, we are steadily
expanding our presence in these markets. Our technical
Opportunities Report competence centers and the WACKER ACADEMY are pivotal in
achieving WACKER’s high standard of service and customer
Opportunity Management System proximity.
WACKER’s opportunity management system remained
104 unchanged from the previous year. It is a divisional and
Group-level instrument. We identify operational oppor- 2.71 Overview of Business Opportunities
tunities and leverage them in our business divisions, which
possess the detailed product and market expertise Overall economic opportunities
required. We continuously use market observation and Growth in Asia and other emerging markets
WACKER POLYMERS, too, has potential for growth amid the Strategic Opportunities
rising affluence in emerging economies, the increase in The expansion of our upstream-product capacities in
urbanization, and the trend toward conserving natural r ecent years offers WACKER opportunities for further
r esources and reducing carbon dioxide emissions. The growth at its business divisions. Our focus until 2020 will
move away from conventional building materials and now be on meeting rising customer demand, mainly
construction methods to higher-quality systems will con- through cost-effective expansions to existing plants, and
tinue. A key aspect here is the use of dispersible polymer on strengthening our capacities for downstream products
powders for modifying cement and gypsum mortars. in global growth regions. At our Jincheon site in South
Through the addition of these polymer powders, mortar Korea, for example, we are currently building new silicone
mixtures are easier to process, can be applied more thinly production facilities to supply the construction, electronics
and their properties can be substantially improved, too. and automotive industries. In the USA, we are setting up a
But, so far, some 80 percent of dry-mix mortars used in new research center for silicones in Ann Arbor, Michigan,
the building sector are not modified. In many regions, which will strengthen our development expertise in North
construction experts have only just started to appreciate America. The new pilot reactor for VAE dispersions at the
the benefits of polymer-modified dry-mix mortars. In par- Nanjing polymer site in China enables us to expand our
ticular, we are working on specialty polymer binders for offering for product developments, application technology
gypsum-based materials for the rapidly growing drywall and customer services. As planned, we completed com-
market. WACKER POLYMERS also sees further potential in its missioning of the production facilities at our polysilicon
material-substitution business. site in Charleston, Tennessee in 2016. As a result, we can
Performance-Related Opportunities
WACKER has a number of opportunities for improving its
cost structures, processes and productivity. At WACKER Underlying Economic Conditions
POLYSILICON and Siltronic, we are continuing to implement
our cost roadmaps. In the chemical divisions, we are Economists agree that the world economy is on track
creating further cost-cutting potential with our productivity for moderate growth. But the projections involve major
and efficiency program – the Wacker Operating System. uncertainties, since the risks are still high that global
Our various cost-cutting levers include the specific costs growth could be weaker than expected in 2017. The upturn
for auxiliaries, productivity advances on the manufacturing in advanced economies remains subdued, with growth
side, and a broader choice of suppliers for securing more dampened by restrained capital spending and sluggish
attractive purchasing terms. domestic demand. Low inflation in many countries is also
hampering growth, and the continued expansionary mon-
etary policy of major central banks is providing only limited
Executive Board Evaluation impetus.
of Overall Risk
The Executive Board bases its estimate of the overall risk 2.73 GDP Trends in 2017
situation on the risk management system in place. The
% 0 Worldwide 3.4
system compiles all risks identified by our divisions, cor-
porate departments and regional entities, and is regularly Europe 1.6
earlier.
USA 2.3
Given the latest economic projections, our scenario is for Global Construction Industry to Remain on
the global economy to advance noticeably in 2017, and we Growth Trajectory
anticipate a similar growth trend in 2018. According to research institute B + L Marktdaten GmbH, the
construction industry will continue expanding over the
next few years. On average, construction volume should
Sector-Specific Conditions climb by about 1.7 percent annually through 2019, with Asia
being the main growth driver. B + L anticipates that the
We expect economic trends in the sectors relevant to our construction industry in Europe and North America will
business to be largely positive in 2017. continue growing, albeit at a slower pace than in Asia. In
South America, on the other hand, the construction market
Chemical Industry Expected to Grow Slightly in 2017 is stagnating.
After a mixed year in 2016, the German Chemical Industry
Association ( VCI) predicts that chemical-sector momentum
will remain weak in 2017. According to the VCI, global 2.74 Construction-Industry Growth Rates by Region,
chemical production will rise only 0.5 percent, while total 2017 to 2019
In the coming years, renovation, energy-efficiency and most important market worldwide. According to market
sustainability projects will continue to offer WACKER good researchers at IHS, other countries likely to add large
growth opportunities. At WACKER POLYMERS, we expect our amounts of capacity include the USA, India and Japan.
construction-sector sales to climb in every region during Regions with high growth potential include Central and
2017. The main growth drivers, according to our projections, South America, Southeast Asia, the Middle East and
will be low-emission interior paints and dry-mix mortars. Africa. WACKER’s own market research indicates that the
At WACKER SILICONES, the percentage of high-value, photovoltaic market will see further growth in 2017. Newly
specialty products in our construction-industry portfolio installed PV capacity is likely to reach between 75 and
should continue rising. Growth prospects are good 85 gigawatts (GW ).
for hybrid polymers (for formulating high-performance
a dhesives and sealants) and for silicone sealants sold
under our own brand. 2.76 Photovoltaic-Market Trend in 2017
Photovoltaic Market Growth to Continue in 2017 Sources: PV market in 2017: IHS, RTS Corporation, WACKER’s own
Amid Challenging Conditions market research; PV market in 2016: Germany’s Federal Network Agency,
Commissariat Général au Développement Durable, IHS, Solar Energy
Conditions will remain challenging in the photovoltaic Industries Association (SEIA), RTS Corporation, WACKER’s own market
research
industry in 2017. Market uncertainty stems mainly from the
low profitability levels of many solar companies, from
production overcapacity and from low prices. Both solar
module costs and global prices for solar modules fell in the Demand for Semiconductor Wafers Likely to Rise in 2017
course of 2016, in some cases by as much as 30 percent, Market researchers at IHS Markit Technology expect
making photovoltaics even more competitive compared silicon-wafer demand by surface area sold to increase by
with other energy sources in all regions of the world. In 5.1 percent in 2017. The main factor fueling this trend is
December 2015, 190 countries attending the Paris Climate semiconductor-market expansion. IHS Markit Technology
Conference agreed to measures aimed at keeping global anticipates that the silicon-based semiconductor market
warming well below 2 ° C, ideally at only 1.5 ° C. The majority will post sales growth of 4.8 percent in 2017.
of the countries taking part in the conference have since
signed the agreement. Photovoltaics (PV ) have a crucial
role to play in achieving the agreed climate targets as they Group Strategy for the Next Two Years
can reduce specific carbon emissions by a substantial
margin compared with fossil fuels. As a result of these Three levers will continue to determine WACKER’s business
political parameters and the increased competitiveness of strategy in the coming years: expansion into emerging
photovoltaics, new markets for PV technology will open up markets and regions; innovations; and the substitution of
and this segment of the global renewables market will competitors’ products with WACKER products. Our focal
continue to grow. In 2017, China will remain the largest and regions for further growth remain unchanged: Brazil, China,
India, Southeast Asia and the Middle East. Of these, China developed specialty dispersions for hydrophobic coatings
offers the greatest potential. We continue to expect good that provide kitchens, bathrooms and foundations with
growth opportunities for our products in India. In addition, reliable protection against moisture. Researchers at
we see chemical-business growth potential for our estab- Marketsa ndMarkets estimate that the global market for
lished markets in Europe and the Americas. Further details waterproofing admixtures for construction applications
about strategy can be found in the Goals and Strategies will grow by some 8 percent on average to reach around
section of this report. US$ 3.8 billion by 2020.
WACKER’s international presence will increase in the coming Global demand is also increasing for environmentally
years, supported by regional expansion projects in our compatible, water-based paints and coatings. According
various markets. We will transfer even more operational to Mordor Intelligence, the global coatings industry will
responsibility to the regions. Our aim is to tailor our prod- expand by an average of 5 percent a year to reach a pro-
ucts even better to local requirements. To this end, we will jected value of around US$ 179 billion by 2021. We intend to
broaden the international scope of our R&D activities. We enhance our market position in this area with our specialty
are also systematically extending our network of technical dispersions for functional exterior applications.
competence centers and WACKER ACADEMY sites.
WACKER SILICONES will intensify its activities in additive
manufacturing with silicones, a field we entered in 2014.
The WACKER Group’s Prospects WACKER’s proprietary 3D printing process, which adds
s ilicone droplets layer by layer to make printed parts,
Our expectations are based on the assumption that the d elivers great precision and design freedom. Under our
global economy will grow in 2017. The strongest impetus ACEO ® brand, we offer extensive consultation and support
will come from Asia and the USA, while Europe will see services in the field of 3D printing with silicones. ACEO ®
subdued growth. developers are cooperating closely with universities and
research institutes so that we can reinforce our expertise
Our capital expenditures in 2017 will focus on plants for and achieve our goal of becoming the market leader for
manufacturing intermediates and downstream products. this technology. Experts anticipate annual growth rates of 109
WACKER’s priority is to grow its business organically. In our over 30 percent for the 3D market. Other business areas
opinion, the applications and markets that we are address- that are highly promising include our precision silicone
ing will continue to offer good growth potential. Capital films. They pave the way for such developments as mem-
expenditures in 2017 will remain well below the level of branes and wearable sensors for textiles, which can be
depreciation. They will also come in below depreciation used, for example, to depict the wearer’s movements
in 2018. virtually, for medical and therapeutic purposes.
WACKER SILICONES is constructing a new pyrogenic-silica According to experts, the wound-dressing market is
plant at our Charleston site in the USA, and a multifunctional p rojected to grow by 6 percent a year through 2021. In
facility for silicones at Jandira, Brazil. WACKER POLYMERS is response to this demand, WACKER has developed specialty
investing in a reactor for VAE dispersions at Burghausen, silicone gels. For large or chronic wounds, the medical
Germany. In Spain, WACKER BIOSOLUTIONS has acquired a sector is increasingly turning to silicone-coated wound
large-scale fermentation plant for producing fermentation- dressings. In cosmetics and personal care, we are devel-
generated cysteine. At Siltronic, investments are focused oping new silicone additives. Activities in Asian markets
on fulfilling the latest design-rule specifications in 300 mm are focusing on silicone elastomer gels for formulating
technology. skincare products and make-up. In China and India, we
are expanding our portfolio of silicone fluids and emulsions
Future Products and Services for shampoos and conditioners. Asia and the Middle East
WACKER POLYMERS will continue to intensify its activities are the main growth drivers for cosmetics and personal-
in polymeric binders for sophisticated coating and con- care products. Asia has already become the world’s
struction applications. In particular, global demand is rising largest market, with the value of goods sold exceeding
for functional additives that are used in water-repellent € 100 billion.
construction materials and impregnating agents. We have
In the construction sector, we are focusing, for example, production-related service department. The emphasis is
on new anti-graffiti coatings and on adapting our products on key projects that have a high economic benefit and a
to local requirements so as to further enhance our presence strong impact on costs.
in regional markets. Silane-modified hybrid polymers are
becoming increasingly important as a technological plat-
form for formulating construction sealants and adhesives, 2.77 Facility Start-Ups in 2017
highly durable industrial adhesives, coatings, and water-
Location Projects Year
proofing membranes. We also anticipate growth momentum
from our silicone additives for producing wood-plastic
composites. According to MarketsandMarkets, global Burghausen Dispersions reactor 2017
demand for such hybrid plastics will expand by 12 percent Burghausen Logistics expansion 2017
annually through 2021. Growth will come mainly from the for vinyl acetate
monomer ( VAM)
construction and automotive industries.
Adrian, Michigan, USA Discontinuous 2017
emulsion plant
Wacker Biotech has developed a reliable, state-of-the-art Brazil Multifunctional 2017
process that will enable medac, a pharmaceutical-industry facility for silicones
customer, to produce its Spectrila ® biopharmaceutical in
a safe, cost-efficient manner to supply the market. The
medication is used for treating acute lymphocytic leukemia In 2017, maintenance costs will amount to about € 475 million.
( ALL ), the most common form of leukemia in children. In
combination with other drugs, Spectrila® can achieve a cure Procurement and Logistics
rate of 90 percent in children. Studies by Research and Energy and raw-material procurement remains a significant
Markets indicate that the biologics market will grow by an factor influencing WACKER’s profitability. Our energy and
average of 7 percent a year to reach about US$ 250 billion raw-material costs account for over one-third of the cost
by 2020. of goods sold. WACKER anticipates that the average prices
of our key raw materials will be higher in 2017 than last year.
110 The market for functional foods and dietary supplements In the first half of 2016, prices on the energy spot markets
also offers opportunities. Market research institute Mordor and other raw-material markets bottomed out. Since then,
Intelligence projects that growth rates for foods with health prices have been rising in these markets, which in turn has
benefits will average 7.5 percent a year. WACKER BIOSOLUTIONS significantly affected the prices of many of our raw materials.
intends to benefit from this growth, for example with its During the remainder of 2017, crude-oil price trends could
nature-identical hydroxytyrosol for cardiovascular health, also influence the pricing of key WACKER raw materials,
its fermentation-generated cysteine for vegetarian-grade such as ethylene and methanol. Due to Europe’s high de-
meat flavors and its cyclodextrins for egg-free baked goods. pendence on imported raw materials, anti-dumping tariffs
may also have a negative impact on WACKER’s raw-material
Research & Development costs.
The Group’s research and development work remains
focused on key strategic projects. WACKER intends to spend We assume that electricity prices will remain stable year
11 percent of its R&D budget on these projects in 2017 (2016: over year, while prices for natural gas will be higher. Overall
15 percent). Our R&D work will prioritize the highly promising energy costs will be higher in 2017 than last year.
fields of energy, consumer care, biotechnology, construction
applications and semiconductors, with particular emphasis Our raw-material and energy supplies are largely secured
on energy storage and renewable energy generation. for 2017. The markets in which we source our raw materials
are sufficiently liquid, making bottlenecks unlikely. At
Production Technical Procurement & Logistics, we are establishing a
Over the next two years, WACKER will bring additional globally standardized supplier-management methodology.
production capacity on stream. The groupwide Wacker The aim here is to focus on the key partners in our supplier
Operating System ( WOS) program is focused on enhancing portfolio so that we can work together with them to increase
the productivity of manufacturing facilities and of every their performance capabilities for WACKER.
On the logistics side, we are exploring the potential for 2.78 WACKER’s Environmental Targets through 2022
digitalizing the logistics chain, running pilot applications at
Region Key Environmental Base Year Targets for
our central warehouses and cooperating closely with our Indicator 2022 (%)
logistics partners.
WACKER Weighted 2007 –50
Sales and Marketing G ermany s pecific energy
consumption
WACKER POLYMERS will open a new technical competence (amount of
center in Indonesia in 2017. An additional sales office will be energy per unit
opened in Hanoi, Vietnam, while our sales office in the of net production
output)
Philippines will be enlarged. In the Middle East, we are
WACKER Specific carbon 2012 –15
systematically expanding our sales activities in cooperation G ermany dioxide emissions
with our distributors. The most important tradeshow in ( per metric ton of
2017 is the European Coatings Show, which takes place in net production)
Group Specific dust 2012 –50
Nuremberg this April.
emissions
( per metric ton
Employees of product)
We expect employee numbers to edge up in 2017. Prudent Group Specific 2012 –25
e missions of
personnel planning will remain a priority.
relevant VOCs
(volatile organic
Sustainability compounds;
per metric ton
We will continue improving WACKER’s energy efficiency.
of product)
By setting quantifiable environmental targets, we intend
to lower the environmental impact of our production
activities.
Outlook for 2017
The regional focus of WACKER’s sustainability management
activities will be on Asia in 2017, where we will examine WACKER’s main planning assumptions relate to raw-material 111
environmental, health and safety aspects at individual and energy costs, personnel expenses and exchange rates.
sites. In 2018, the regional focus will be on the Americas. For 2017, we anticipate euro exchange rates of US$ 1.10 and
¥ 120.
As regards occupational safety, our groupwide target is to
lower WACKER’s accident rate (the number of workplace Performance Indicators and Value-Based Management
accidents per million hours worked) to 1.7 or lower by 2020. WACKER’s key financial performance indicators are un-
changed compared with last year.
We are preparing another 110 substance dossiers for the
third stage of REACH, which runs until mid-2018. Volume Growth to Support Group Sales in 2017
WACKER anticipates volume growth at every division in
In 2017, WACKER will publish its Sustainability Report for 2017. Our planning assumes rising prices for silicon wafers.
2015 – 2016. Average prices for polysilicon will be below last year’s
level. Group sales are expected to climb by a mid-single-
digit percentage amid continued low prices in our polysilicon
business.
From today’s perspective, WACKER’s chemical divisions will year. If current market conditions continue during the year,
generate sales growth. We expect polysilicon sales to be on there will be additional opportunities for the EBITDA trend.
a par with last year. Siltronic will grow its sales substantially. With an effective tax rate of 30 percent, Group net income
should come in at last year’s level.
Compared with 2017, sales should continue growing in
2018 – provided that the world economy remains on its ROCE: ROCE will be on a par with last year (2016: 6.1 percent).
growth path, as economic research institutes predict, and
there are no unforeseen slumps in WACKER’s key regions Net cash flow: we expect net cash flow in 2017 to be clearly
and industries. positive and comparable with last year.
Outlook for Key Performance Indicators Outlook for Supplementary Performance Indicators
at the Group Level at the Group Level
From today’s perspective, the key performance indicators Capital expenditures: at about € 450 million in 2017, capital
at the Group level will develop as follows. expenditures will edge up compared with last year, but
remain well below depreciation. Depreciation will be around
EBITDA margin and EBITDA: the EBITDA margin is projected € 720 million in 2017, slightly below last year’s level. Capital-
to be slightly below last year’s figure. On balance, prices expenditure projects include the construction of a new
will be lower in our business fields and raw-material prices plant for pyrogenic silica at our Charleston site in the USA.
will be higher, both of which will weigh on the EBITDA The anticipated cash flow from operating activities is likely
margin. EBITDA – on a comparable basis, i. e. adjusted to to fully cover investment spending.
exclude solar-sector special income from damages
received and from terminated contractual and delivery Net financial debt: net financial debt will decrease further,
relationships with customers – will be on a par with last to considerably below last year’s level (2016: € 992.5 million).
1
EBITDA exclusive of special income amounted to € 1,081.1 million in 2016.
114
Further Information
Multiyear Overview 190
Financial Glossary / Chemical Glossary 192
List of Tables and Figures 194
Index 195
Consolidated Financial Statements – Statement of Income
3.1
Statement of Income
January 1 to December 31
Of which
Attributable to Wacker Chemie AG shareholders 179.2 246.7
Attributable to non-controlling interests 10 10.1 –4.9
3.2
Statement of Comprehensive Income
January 1 to December 31
Income and expenses recognized in equity –407.9 104.1 –303.8 370.7 –49.9 320.8
Of which
118 Attributable to Wacker Chemie AG shareholders –372.7 104.1 –268.6 326.4 –49.9 276.5
Attributable to non-controlling interests –35.2 – –35.2 44.3 – 44.3
Total income and expenses reported in the fiscal year –114.5 562.6
Of which
Attributable to Wacker Chemie AG shareholders –89.4 523.2
Attributable to non-controlling interests –25.1 39.4
3.3
Statement of Financial Position
As of December 31
Assets
Intangible assets 04 50.4 32.1
Property, plant and equipment 04 4,594.9 4,799.1
Investment property 05 1.5 1.5
Investments in joint ventures and associates accounted for using the equity method 06 11.2 21.2
Securities 09 56.0 3.7
Other financial assets 08 111.5 111.4
Other receivables and other assets 08 3.7 4.3
Income tax receivables 08 – 0.1
Deferred tax assets 03 449.9 321.4
Noncurrent assets 5,279.1 5,294.8
3.4
Statement of Cash Flows
January 1 to December 31
3.5
Statement of Changes in Equity
January 1 to December 31
Jan. 1, 2015 260.8 157.4 –45.1 2,152.9 –603.6 1,922.4 24.1 1,946.5
Net income for the year – – – 246.7 – 246.7 –4.9 241.8
Dividends paid – – – –74.5 – –74.5 –1.4 –75.9
Change in ownership
interests in Siltronic AG – – – 83.8 113.3 197.1 164.8 361.9
Income and expenses
recognized in equity – – – – 276.5 276.5 44.3 320.8
Dec. 31, 2015 260.8 157.4 –45.1 2,408.9 –213.8 2,568.2 226.9 2,795.1
Jan. 1, 2016 260.8 157.4 –45.1 2,408.9 –213.8 2,568.2 226.9 2,795.1
Net income for the year – – – 179.2 – 179.2 10.1 189.3
Dividends paid – – – –99.4 – –99.4 –1.3 –100.7
Income and expenses
recognized in equity – – – – –268.6 –268.6 –35.2 –303.8
Scope of consolidation /
other – – – – – – 13.3 13.3
Dec. 31, 2016 260.8 157.4 –45.1 2,488.7 –482.4 2,379.4 213.8 2,593.2
121
3.6
Reconciliation of Other Equity Items
January 1 to December 31
3.7
Segment Information by Division
January 1 to December 31
2016
External sales 2,001.0 1,176.4 206.4 1,008.7 928.3 83.4 – 5,404.2
Internal sales 0.1 18.4 – 86.8 5.1 79.2 –189.6 –
Total sales 2,001.1 1,194.8 206.4 1,095.5 933.4 162.6 –189.6 5,404.2
EBIT includes:
Impairment of fixed assets – – – –2.5 –0.9 – – –3.4
Result from investments in joint
ventures and associates 0.2 – – – – – – 0.2
Assets (Dec. 31) 1,379.8 580.2 151.9 3,018.1 1,034.4 1,326.9 –29.7 7,461.6
Liabilities (Dec. 31) 851.8 291.2 70.9 1,168.1 631.4 1,879.5 –24.5 4,868.4
Net assets (Dec. 31) 528.0 289.0 81.0 1,850.0 403.0 –552.6 –5.2 2,593.2
Investments in joint ventures and asso-
ciates included in net assets (Dec. 31) 11.2 – – – – – – 11.2 123
Research and development expenses 37.9 17.5 6.2 16.9 66.5 41.4 –3.0 183.4
Employees (Dec. 31) 4,566 1,484 510 2,490 3,757 4,398 – 17,205
Employees (average) 4,468 1,480 508 2,448 3,811 4,403 – 17,118
2015
External sales 1,942.8 1,162.5 197.1 978.9 923.8 91.1 – 5,296.2
Internal sales 0.5 23.0 – 84.7 7.5 106.4 –222.1 –
Total sales 1,943.3 1,185.5 197.1 1,063.6 931.3 197.5 –222.1 5,296.2
EBIT includes:
Income from investments in joint
ventures and associates 3.3 – – – – – – 3.3
Assets (Dec. 31) 1,309.3 589.9 149.3 3,132.0 1,016.1 1,096.3 –28.5 7,264.4
Liabilities (Dec. 31) 749.0 281.1 67.0 1,392.0 543.5 1,451.5 –14.8 4,469.3
Net assets (Dec. 31) 560.3 308.8 82.3 1,740.0 472.6 –355.2 –13.7 2,795.1
Investments in joint ventures and asso-
ciates included in net assets (Dec. 31) 21.2 – – – – – – 21.2
Research and development expenses 35.8 14.8 6.1 15.3 64.3 42.8 –3.8 175.3
Employees (Dec. 31) 4,353 1,461 491 2,373 3,894 4,400 – 16,972
Employees (average) 4,348 1,442 491 2,278 4,004 4,374 – 16,937
1
Intangible assets; property, plant and equipment; investment property
The segment information by division is an integral part of the Notes to the Consolidated Financial Statements. For explanations of the key indicators, see Note 20.
3.8
Segment Information by Region
January 1 to December 31
2016
External sales by customer location 710.8 1,183.2 950.9 2,340.5 218.8 – 5,404.2
External sales by Group company
location 4,241.1 121.4 1,319.0 1,317.5 10.4 –1,605.2 5,404.2
2015
External sales by customer location 684.9 1,202.7 945.1 2,253.1 210.4 – 5,296.2
External sales by Group company
124 location 4,332.6 134.0 892.8 1,164.5 9.2 –1,236.9 5,296.2
1
Intangible assets; property, plant and equipment; investment property
2
Noncurrent assets as per IFRS 8 (excluding financial instruments, deferred tax assets and benefits after termination of the employment relationship)
The segment information by region is an integral part of the Notes to the Consolidated Financial Statements. For explanations of the key indicators, see Note 20.
Notes of the Section 315 a (1) of the German Commercial Code (HGB).
The interpretations of the International Financial Reporting
WACKER Group Interpretations Committee (IFRIC) that are applicable to the
current fiscal year have also been applied.
IFRS 16 – Lease Jan. 13, Jan. 1, 2nd half The new standard requires all lease arrangements held by the lessee
Leases accounting 2016 2019 of 2017 to be recognized as finance transactions. A lease arrangement gives
the lessee control over the use of an asset for a period of time in exchange
for a consideration. Under the new definition, a leasing arrangement
embedded in a supply contract for goods (IFRIC 4) should no longer
be treated as a finance lease. In the future, a right-of-use is to be
capitalized and the corresponding obligation posted as a liability.
Straight-line depreciation of the right-of-use asset and application of
the effective interest method to the liability result in depreciation and
interest expense. In the Notes, WACKER currently reports operating
lease obligations totaling € 185 million. As yet, we have not evaluated
the impact of the new standard. Under the new standard, disclosures
will be more extensive in the Notes to WACKER’s financial statements.
Amendments Sale or Sept. 11, Postponed Post- None
to IFRS 10 C ontribution 2014 poned –
and IAS 28 of Assets awaiting
between an IASB
Investor and exposure
Its Associate draft
or Joint
Venture
Amendments Transfers of Dec. 8, Jan. 1, 2nd half None
to IAS 40 Investment 2016 2018 of 2017
Property
Annual Annual Dec. 8, Jan. 1, 2nd half None
improve- improve- 2016 2017 / of 2017
ments ments to Jan. 1,
IFRS 2018
S tandards
(2014 – 2016)
IFRIC 22 Foreign Dec. 8, Jan. 1, 2nd half The interpretation determines the exchange rate to be used on initial 127
C urrency 2016 2018 of 2017 recognition of a foreign currency transaction in an entity’s functional
Transactions currency when the entity pays or receives consideration in advance
and Advance for the related asset, expense or income (or parts thereof ). WACKER
Consideration makes investment-related advance payments to a minor extent only.
The advance payments received for polysilicon deliveries were all
denominated in euros. Other advance payments are made on only a
minor scale. As yet, we have not evaluated the clarification’s impact.
We expect only a marginal change in earnings, net assets and finan-
cial position.
Scope of Consolidation exists when voting rights are equally balanced, except
The consolidated financial statements include the financial if other (contractual) rights result in control by one share-
statements of Wacker Chemie AG and all companies over holder. Currently, no companies are included in the con-
which Wacker Chemie AG has direct or indirect control as solidated financial statements on a proportionate basis.
defined in IFRS 10, or can exercise common control as
defined in IFRS 11. Depending on their structure, companies Associated companies in which Wacker Chemie AG can
over which Wacker Chemie AG can exercise common exercise significant influence as defined in IAS 28 are like-
control are included in the consolidated financial state- wise accounted for using the equity method. Significant
ments either proportionately (line-by-line) or accounted for influence is presumed if Wacker Chemie AG directly or indi-
using the equity method. In the absence of other limiting rectly holds 20 percent of the voting rights in the invest-
contractual agreements, holding a majority of the voting ment, unless it can be clearly demonstrated that this is not
rights usually leads to control. Common control generally the case.
Structured entities are also consolidated in the manner A total of 60 companies were included in the consolidated
described in IFRS 10 if the economic substance of the rela- financial statements as of December 31, 2016 (Dec. 31, 2015:
tionship indicates the existence of control. WACKER includes 57 companies). Compared with December 31, 2015, the
one structured entity in its consolidated financial state- scope of consolidation changed as follows:
ments. This is a special trust to which Wacker Chemie AG
has contributed funds. This trust fund was established
exclusively for WACKER, and all shares in the fund are held Change in the Scope of Consolidation
by WACKER. Contractual provisions of this fund qualify it as
%
a structured entity as defined in IFRS 10.
Disposals / m ergers of fully consolidated
Companies in which Wacker Chemie AG has a shareholding s ubsidiaries
Siltronic Asia Pte. Ltd., Singapore
of less than 20 percent or does not exercise significant (merged into Siltronic Singapore Pte. Ltd.,
influence are shown as other investments under noncurrent S ingapore, as of Jan. 1, 2016) 100
financial assets. Wacker Chemicals Trading (Shanghai ) Co. Ltd.,
China ( liquidation as of May 31, 2016) 100
Legal, contractual or regulatory restrictions and protective For each acquisition, the individual option exists of mea-
rights concerning non-controlling interests can limit the suring any shares not acquired either at fair value or at the
Group in its ability to retain access to assets, transfer proportionate share of the fair value of the acquiree’s net
these to or from other companies unhindered within the assets. These non-controlling interests are recognized in
Group, and to settle Group debts. The distribution of the statement of financial position under the line item of
dividends can be limited by the prioritization of retirement the same name.
of shareholder loans. At the reporting date, there were no
significant restrictions due to protective rights to the Costs associated with the business combination are
benefit of non-controlling interests. For more information, recognized as expenses, insofar as these do not concern
please refer to the Notes (Equity / Non-Controlling Interests / costs of issuing debt instruments or equity securities.
Capital Structure Management).
See Note 10 Goodwill is the acquisition-date value resulting from the
surplus of acquisition costs, from any existing non-con-
In certain countries, regulatory requirements or local trolling interests and from the fair value of any previously
c orporate-law stipulations can limit the Group’s ability held equity interests in excess of the acquiree’s net assets
to transfer assets to or from other companies within the measured at fair value. Negative differences are recog-
Group. Cash and cash equivalents are subject to local nized in profit or loss immediately after undertaking an
foreign-exchange restrictions in some Asian and South additional review of the purchase price allocation.
American countries. Capital may be exported from such
countries only with prior approval from government Investments accounted for using the equity method are
authorities and by means of capital measures (dividends, initially measured at cost when the acquisition is made.
capital reductions). There are no other significant limita- If the cost exceeds the pro rata share of equity, the
tions on assets utility within the Group. difference (goodwill ) is included in the carrying amount
of the investment. The carrying amount has to be tested
Consolidation Methods for possible impairment losses as of the balance sheet
The consolidated financial statements are based on the date. If the cost is lower than the share of equity at the time
separate financial statements of Wacker Chemie AG and of acquisition, this difference is included in the carrying 129
its consolidated subsidiaries, joint arrangements and amount and recorded in the statement of income as
structured entities. The balance sheet date for all of these income from investments in joint ventures and associates.
companies is December 31. The carrying amounts for these companies are increased
or decreased annually to reflect their pro rata earnings,
All key reporting data of these companies was audited by dividend payouts or other changes in equity. If there is any
independent auditors prior to inclusion in the consolidated indication that the value of the investment has been per-
financial statements. manently reduced, an impairment is recognized in profit or
loss. Long-term interests that, in substance, form part of
Business combinations are recognized by applying the the investor’s net investment in the entity are included in
purchase method as defined in IFRS 3. The acquisition cost the statement of changes in equity.
is shown as the sum of fair values at the date of purchase of
the assets transferred, of the liabilities incurred or assumed, Interim results, sales, expenses, income, receivables and
and of any equity instruments issued in exchange for con- liabilities between the consolidated companies, as well as
trol of the acquiree. In addition, it contains the fair values pro rata profits and losses resulting from transactions with
of assets and liabilities arising from contingent consider- associated companies, are eliminated. For those consoli-
ation arrangements. Assets, liabilities and contingent dation entries affecting income, the income tax effect is
liabilities identified as part of the acquisition during initial taken into account and deferred taxes are included.
consolidation are measured at fair value as of the acqui-
sition date.
Estimates and Assumptions Used in Acquisitions The carrying amount of the stake previously accounted
and Consolidation for using the equity method totaled € 6.6 million as of
The determination of the fair values of the acquired assets O ctober 1, 2016. A business valuation carried out by an
and liabilities requires certain estimates and assumptions, external expert using an actuarial model resulted in a
especially concerning the acquired intangible assets and positive value adjustment of this stake in the amount of
property, plant and equipment, as well as the liabilities € 9.9 million. The valuation was based on the company’s
assumed and the useful lives of the acquired intangible cash flow planning. Remeasurement as part of the deemed
assets, property, plant and equipment. disposal of the previously held equity interests and
currency-translation effects previously recognized within
Measurement is based to a large extent on anticipated other comprehensive income resulted in other operating
cash flows. If actual cash flows vary from those used in income of € 10.0 million.
calculating fair values, this may affect future net income.
The purchase price allocation was concluded on Decem-
For significant business combinations, the purchase price ber 31, 2016. At the acquisition date, the fair value of the
allocation is carried out with assistance from independent acquired assets totaled € 4 8.7 million, with € 23.2 million in
third-party valuation specialists. The valuations are based noncurrent assets and € 25.5 million in current assets. The fair
on information available at the acquisition date. value of the acquired liabilities amounted to € 22.2 million,
with € 11.1 million in noncurrent liabilities and € 11.1 million in
Various judgments can be made whenever it is necessary current liabilities. The transaction resulted in a small amount
to evaluate whether control, common control or significant of goodwill of € 3.2 million.
influence exists for entities in which WACKER holds less
than 100 percent of the voting rights. Primarily in cases Full consolidation had no substantial impact on the Group’s
where WACKER holds 50 percent of the voting rights, it must sales and earnings. In Q4 2016, AWS posted sales of
be assessed whether there are additional contractual € 12.9 million, EBITDA of € 0.9 million and net income for the
rights or, in particular, factual circumstances that could year of € 0.7 million. The acquired receivables had a fair value
result in WACKER having the right to make decisions of € 7.8 million and solely comprised trade receivables. The
130 regarding the potential subsidiary, or whether common fair value corresponded to the gross value of the receiv-
control exists. ables. Asahikasei’s non-controlling interest amounted to
€ 13.2 million as of October 1, 2016.
Changes to the contractual agreements or factual circum-
stances are monitored and assessed in terms of their Foreign Currency Translation
possible impact on the evaluation of whether control or In the Group companies’ separate financial statements, all
common control exists. of the receivables and liabilities in foreign currencies are
translated at the rate prevailing on the balance sheet
Acquisitions and Majority Takeovers in Fiscal 2016 date, regardless of whether or not they have been hedged.
On October 1, 2016, WACKER and Asahikasei Corporation Forward contracts that, from an economic point of view,
signed an agreement for the purchase of a call option for an are used for hedging are reported at fair value. The result-
additional 1 percent of the shares in the subsidiary Wacker ing translation differences are recognized in profit or loss
Asahikasei Silicone Co. Ltd., Japan ( AWS) at a value of one or, if cash flow hedges are in place, recognized directly in
Japanese yen. Up until that point in time, both shareholders equity under other equity items.
had held 50 percent in the company and operated it as a
joint venture. Due to this call-option agreement and the The financial statements of consolidated companies that
resulting potential voting rights, WACKER is deemed under are prepared in foreign currencies are translated on the
IFRS 10 to have assumed control over this company, which basis of the functional currency principle using the modi-
had previously been accounted for using the equity method. fied reporting date rate method, in which balances are
The company was fully included in WACKER’s consolidated translated from the functional currency to the reporting
financial statements as of October 1, 2016. AWS produces currency using the average rates of exchange prevailing on
various silicone products for Asian markets, in particular the balance sheet date, while income statement amounts
for Japan. The call option secures WACKER the possibility are translated using the average exchange rates of the
of acquiring control of the company in order to exert period. As the Group’s subsidiaries conduct their business
greater influence on its future growth. from an autonomous financial, economic and organiza-
tional point of view, their functional currencies are basically any translation difference is reclassified from equity to
identical to the respective local currency. Any net gains or profit or loss.
losses arising from the translation of equity are recognized
directly in equity under other equity items. Translation The exchange rates between the most important curren-
differences resulting from divergent exchange rates in the cies reported in these financial statements and the euro
statement of income are likewise included there. If Group were as follows:
companies are removed from the scope of consolidation,
Estimates and Assumptions Used in Preparing period and allocation of future cash inflows derived from
Consolidated Financial Statements the investments made, as well as future technical ad-
The preparation of the consolidated financial statements vancements and ongoing replacement and development
in compliance with IFRS necessitates assumptions and cycles.
estimates affecting the amounts and the reporting of the
recognized assets and debts, income and expenses, and Impairment tests are performed for assets if specific
contingent liabilities. These assumptions and estimates indicators point toward a possible impairment loss or
comply with the conditions and appraisals prevailing on reversal of an impairment loss. In the case of a possible 131
the balance sheet date. In this regard, they also impact the impairment, an estimate must be made of the recoverable
amount of income and expenses reported on for the fiscal amount of the affected asset that corresponds to the
years in question. The assumptions on which the estimates higher of either the fair value less costs to sell or the value in
are based relate primarily to the uniform determination of use. When determining the recoverable amount during the
useful lives throughout the Group, the ascertainment of impairment test, it is necessary to make estimates based
fair values of financial instruments, the recognition and on share prices, on prices of comparable transactions, or
measurement of provisions, the realizability of future tax on the net present value method or other valuation methods
benefits, and determination of discounted cash flows or combinations thereof. That, in turn, calls for estimates
made in connection with impairment tests and purchase and assessments by management. To ascertain the value
price allocations. in use, the discounted future cash flows of the affected
asset must be determined. The estimate of the discounted
In individual cases, the actual values may differ from the future cash flows contains significant assumptions such
assumptions and estimates that were made. Changes in as, in particular, those regarding future selling prices and
value are recognized as soon as they become apparent sales volumes, costs, and discount rates. Although WACKER
and affect the net results for the period when the change is assuming that the estimates of the relevant expected
occurred and, if applicable, in future reporting periods. useful lives and of discounted future cash flows, as well as
the assumptions regarding the general economic condi-
Intangible Assets and Property, Plant and Equipment / tions and the development of the economic sectors are
Investments in Associates Accounted for Using reasonable, a change in the assumptions or circumstances
the Equity Method might necessitate a change in the analysis. This could result
The expected useful life of intangible assets and of property, in significant deviations from the figures posted, which
plant and equipment, together with their amortization / may lead to additional impairments or reversals of impair-
depreciation schedules, are based on past experience, ment losses.
plans and estimates. This includes estimates of the See Note 04
Pensions and similar obligations are accounted for in The accounting methods correspond to those used for the
accordance with actuarial valuations, which are based on last consolidated financial statements as of the end of the
statistical and other factors in order to anticipate future previous fiscal year. They have been supplemented by new
events. The factors include the discount rate, expected accounting standards to be applied for the first time in the
salary and pension increases, the mortality rate and rate reporting year. The Group’s consolidated financial state-
increases for preventive healthcare. If market and eco- ments are based on acquisition and production costs
nomic conditions change, these assumptions could vary (historical costs), with the exception of the items reflected
considerably from actual developments, consequently at fair value, such as available-for-sale financial assets,
leading to major changes in pension and similar obligations, derivatives, and plan assets within the scope of pension
as well as the associated future expenses. In particular, obligations.
the current environment of low interest rates had an impact
on the carrying amount of pension provisions.
See Note 11
Goodwill is not amortized. Existing goodwill undergoes an Property, plant and equipment also includes assets relating
annual impairment test. If the impairment test indicates a to leasing transactions. Items of property, plant and equip-
recoverable amount that is lower than the carrying amount, ment financed by means of finance leases are recognized
the goodwill is reduced to its recoverable amount and an at fair value at their time of addition, unless the present
impairment loss is recognized. Furthermore, the intrinsic values of the minimum lease payments are lower. The
value is examined when events or circumstances indicate a ssets are depreciated on a straight-line basis over the
possible impairment. Impairments of goodwill are pre- expected useful life or the contractual term, if shorter. The
sented under other operating expenses. obligations resulting from future lease payments are
recognized under financial liabilities. The lease installments
Property, Plant and Equipment to be paid are split up into a redemption component and
Property, plant and equipment is capitalized at cost and an interest component, in accordance with the effective
depreciated on a straight-line basis over its expected interest method.
economic life. The useful life is reviewed annually and, if
necessary, revised to correspond to new expectations. In Depreciation of property, plant and equipment is generally
addition to the purchase price, acquisition costs include based on the following useful lives:
incidental acquisition costs as well as any costs incurred
in the demolition, dismantling, and /or removal of the asset
In years Useful life
in question from its site and in the restoration of that site.
Any reductions in the price of acquisition reduce the
acquisition costs. The cost of internally generated assets Production buildings 10 to 40
includes all costs directly attributable to the production Other buildings and similar rights 10 to 30
process as well as an appropriate portion of the pro Technical equipment and machinery 6 to 12
duction-related overheads. Financing costs that were Motor vehicles 4 to 10
incurred in connection with particular, qualifying assets Factory and office equipment 3 to 12
and which can be attributed directly or indirectly to them
are capitalized as part of acquisition or production costs
134 until the assets are used for the first time. The impairment is tested when relevant events or changes
in circumstances indicate that it might no longer be possi-
Day-to-day maintenance and repair costs are expensed as ble to realize the net carrying amount of intangible assets,
incurred. Costs for replacing parts or carrying out major and property, plant and equipment. At the end of every
overhauls of property, plant and equipment are capitalized reporting period, WACKER checks whether there are trig-
if future economic benefits are likely accrue to the Group gering events for recognizing (or reversing) impairments.
and if the costs can be measured reliably. An impairment loss is then recognized in the amount by
which the carrying amount exceeds the recoverable amount.
Grants from third parties reduce acquisition and production The recoverable amount is the higher of either the fair
costs. Unless otherwise indicated, these grants (investment value less costs to sell or the value in use. The value in use
subsidies) are provided by government bodies. Income results from the present value of the estimated future cash
grants for which there are no future expenses are recog- flows from the use of the asset. In order to assess this value,
nized as income. Until the funds have been received, pre-tax interest rates are used that have been adjusted to
grants are recognized as separate assets. reflect the segment-specific risk. In order to determine the
cash flow, assets are combined at the lowest level for
If property, plant and equipment is permanently shut down, which cash inflows can be identified separately (cash-
sold or given up, the acquisition or production costs are generating units). If the reasons for recognizing impairments
derecognized, along with the corresponding accumulated no longer exist, impairment losses are reversed as required.
depreciation. Any resulting gain or loss from the difference The revised amount cannot exceed the carrying amount
between the sale proceeds and the residual carrying amount that would have been determined had no impairment loss
is recognized under other operating income or expenses. been recognized. Impairments are reported under other
operating expenses and reversals of impairment losses
under other operating income.
WACKER makes no use of its option to measure financial factors, and the duration and extent of the drop in value
assets and liabilities at fair value through profit or loss on below acquisition costs. Impairments affecting a debt
initial recognition (fair value option). instrument are reversed in subsequent periods, provided
that the reasons for the impairment no longer apply. When
The manner in which financial assets and liabilities are the financial instruments are disposed of, the cumulative
subsequently measured depends on how a financial instru- gains and losses recognized in equity are included in the
ment is classified into the following categories pursuant to statement of income.
IAS 39: financial instruments can be “held for trading” or
“held to maturity” and assigned to the “available for sale” Primary financial liabilities are subsequently measured at
or “loans and receivables” category. amortized cost using the effective interest method.
Financial instruments held for trading are measured at fair Derivative Financial Instruments
value through profit or loss. This category also includes all Derivative financial instruments are used for hedging pur-
derivative financial instruments that do not qualify for hedge poses with the sole aim of reducing the Group’s exposure
accounting. to foreign-currency exchange rates, interest rates, and
commodity price risks arising from operating activities and
If it is both intended and, in economic terms, to be expected the resultant financing requirements. Derivative financial
with sufficient certainty that a financial instrument will be instruments are recognized as of the trade date. They are
held to maturity, the instrument in question is measured at always recognized at fair value, irrespective of the purpose
amortized cost using the effective interest method. or intention for which they were concluded. Positive fair
Held-to-maturity financial investments include current and values are recognized as receivables and negative fair
noncurrent securities, and components of items reported values as liabilities. Differences resulting from fair value
under other financial assets. measurement are recognized in profit or loss.
Loans and receivables are non-derivative financial assets Where derivative financial instruments are used to hedge
that are not quoted in an active market. They are measured risks stemming from future payment flows and items in the
136 at amortized cost using the effective interest method. This statement of financial position, WACKER applies hedge
category comprises trade receivables, the receivables accounting in accordance with the requirements of IAS 39.
and loans included in other financial assets, fixed-term Changes in the market values of financial instruments used
deposits and cash and cash equivalents. to hedge risks stemming from payment flows (cash flow
hedges) are recognized in other equity items, taking
All other primary financial assets, if they are not loans and d eferred taxes into account, until the hedged item has
receivables, must be classified as available for sale and been realized. The profit contribution of the hedging trans-
are reported at fair value if it can be determined reliably. action is recognized in the statement of income under
Basically, these assets comprise equity instruments, and other operating income and expenses when the hedged
also debt instruments not being held to maturity. Unreal- item is realized. If such a derivative is sold or the hedging
ized gains and losses are recorded taking account of relationship is discontinued, the change in its value con-
deferred taxes and are recognized in other equity items tinues to be reported under other equity items until the
with no effect on income. If equity instruments have no underlying transaction occurs. Ineffective parts of the
price quoted on an active market and if their fair value hedging transaction are immediately recognized in profit
cannot be determined reliably, they are measured at cost. or loss. Fair value hedges of recognized assets or liabilities
and /or unrecognized fixed contractual obligations entail
If the fair value of available-for-sale financial assets falls the recognition in profit or loss of market value changes for
below the acquisition costs or there are objective signs both the hedged item and the financial derivative (as the
that an asset’s value has been impaired, the cumulative hedging instrument). At the moment, WACKER does not
loss recognized directly in equity is reversed and shown in hedge any net investments in foreign operations.
the statement of income. The company bases its assess-
ment of possible impairments on all available information,
such as market conditions and prices, investment-specific
Contracts concluded in order to receive or deliver non- If payment of a receivable is no longer expected under the
financial goods for the Group’s own use are not accounted factual and legal circumstances, the gross receivable is
for as derivatives, but treated as pending transactions. derecognized and any valuation allowances made are
r eversed. Expenses from valuation allowances and
Currency hedges, e.g. for planned sales, are recognized derecognition are reported under other operating ex-
under other operating income and expenses, while interest penses. Changes in income tax receivables are posted
rate hedges are recognized in net interest income. Foreign under income taxes in the statement of income. Non
exchange derivatives concluded to hedge financial liabili- current receivables that are non-interest-bearing or low-
ties assumed in foreign currencies are posted under other interest-bearing are discounted. WACKER is not a contractor
financial result. Changes in the fair value of raw-material for long-term production orders.
hedges are recognized under cost of goods sold.
Cash and cash equivalents comprise cash in hand, demand
Inventories deposits, and financial assets that can be converted into
Inventories are measured at cost using the average cost cash at any time and are subject to only slight fluctuations
method. Lower net realizable values or prices as of the in value and have a residual term of up to three months.
reporting date are taken into account by writing down They are measured at amortized cost, which is equivalent
inventories to the fair value less costs to sell. The cost to their nominal values.
of goods sold includes directly attributable costs, appro-
priate portions of indirect material and labor costs, and Provisions for Pensions and Similar Obligations
straight-line depreciation. Due to the relatively short-term Defined-benefit pension commitments are measured in
nature of the production processes, financing costs are accordance with the projected unit credit method. This meth-
not included. For production-related reasons specific to od takes account not only of pensions and entitlements to
the chemical industry, unfinished and finished goods are future pensions known as of the balance sheet date, but
reported together. Raw materials and supplies also include also of estimated increases in salaries and p ensions.
spare parts for the day-to-day maintenance of production Moreover, the measurement is based on actuarial valuations
facilities. The latter are likewise measured according to and takes account of biometric and financial calculation
their periods of storage and potential usability. principles. The fair value of the plan assets is subtracted 137
from the present value of the pension obligations (defined
Emissions certificates allotted free of charge are measured benefit obligation, DBO), resulting in either a net liability or
at a nominal value of zero. Emissions allowances acquired net assets of the defined benefit plans. The prior year’s
against payment are carried at cost. If the fair value is underlying DBO assumptions are used to determine the
lower as of the reporting date, the carrying amount is current service cost. The net interest cost in the fiscal year
reduced accordingly. Utilization is determined via the is determined by applying the discount rate set at the
running average value of certificates, whether they were beginning of the year to the net liability calculated at the
allotted free of charge or acquired against payment, and same time. The net interest from the net pension liability is
recognized pro rata as expenses under cost of goods sold the difference between the calculated interest income
on the basis of the quarterly emissions. from plan assets and the interest expense from the defined
benefit obligation.
Financial Assets and Income Tax Receivables
Trade receivables and other financial and non-financial
assets, including income taxes paid (but excluding finan-
cial derivatives), are recognized at amortized cost. Risks
are taken into account by means of appropriate valuation
allowances in separate valuation-allowance accounts.
Valuation allowances for uninsured receivables – or for the
deductible in the case of insured receivables – are made
whenever collection of such receivables is assessed to be
no longer probable according to information available.
Remeasurements comprise actuarial gains and losses the discounted present value as of the reporting date.
stemming from the difference between the estimate at the The discount rate applied is the market interest rate for
start of the period and actual developments during the risk-free investments with terms corresponding to the
period – or a newer estimate on the balance sheet date – in residual term of the obligation to be settled. Expected
relation to probable mortality rates, retirement and salary refunds, provided that they are sufficiently secure or legally
trends and discount rates. They are recognized immedi- enforceable, are not offset against provisions. Instead,
ately in other comprehensive income. Similarly, differences they are capitalized as separate assets if their realization
between the interest income from plan assets calculated is virtually certain.
at the start of the period and the actual income from plan
assets determined at the end of the period are recognized Provisions for restructuring costs are recognized if a de-
in other comprehensive income. tailed formal plan for restructuring has been drawn up and
conveyed to the affected parties. Provisions for contingent
If the present value of a defined benefit obligation changes losses arising from onerous contracts are recognized if the
due to a plan modification or curtailment, WACKER recog- expected benefits to be derived from a contract are lower
nizes the resultant effect as past service cost. This is im- than the unavoidable costs of meeting the contractual
mediately recognized through profit or loss when it occurs. obligations. Provisions for environmental protection are
The profits and losses resulting from settlement are also recognized if the future cash outflows for complying with
recognized immediately in the statement of income when environmental legislation or for cleanup measures are
settlement takes place. Administrative expenses that are likely, the costs can be estimated with sufficient accuracy
not related to the management of plan assets are also and no future acquired benefit can be expected from the
recognized through profit or loss when incurred. measures.
The expense from current and past service cost is allocated If an amended estimate results in a reduction in the scope
to the costs of the functional areas concerned. The net of the obligations, a proportion of the provision is reversed
interest is posted under other financial result. and the earnings are allocated to the functional area origi-
nally charged with the expense when the provision was set
138 Provisions for phased early retirement and anniversaries aside.
are measured and set aside in accordance with actuarial
appraisals. Owing to their structure, provisions for phased Financial Liabilities and Other Financial Liabilities
early retirement also constitute other noncurrent employee On initial recognition, primary financial liabilities are
benefits in accordance with IAS 19 since they are linked to measured at fair value less any transaction costs incurred.
the rendering of future service. WACKER uses only a block They are subsequently measured at amortized cost using
model when structuring phased-early-retirement agree- the effective interest method. Derivative financial instru-
ments. The corresponding provisions are recognized pro ments are recognized at fair value. Liabilities from finance
rata over the service period of the claim during the work lease agreements are shown as financial liabilities at the
phase. present value of the future lease installments.
Changes in Accounting and Valuation Methods The increase in valuation allowances of inventories results
There were no changes in accounting and valuation methods from writing down the high production costs incurred during
in 2016. the start-up phase of the polysilicon facilities in Charleston,
Tennessee.
01 Sales / Cost of Goods Sold / Other Operating Income /
Other Operating Expenses Income from the termination of long-term supply contracts
and from the retention of advance payments relates in both
2016 and 2015 to advance payments retained and damages
€ million 2016 2015
received from terminated or restructured contracts with
Sales polysilicon customers.
Proceeds from deliveries of
p roducts and merchandise 5,347.6 5,239.1
Other operating expenses of the prior year mainly com-
Proceeds from other services 56.6 57.1
prise uncapitalized costs relating to the construction of
Total 5,404.2 5,296.2
polysilicon facilities in Charleston.
The income from investments in joint ventures and associ- Income taxes include current tax expenses from earlier
ates relates mainly to companies in China. This income years of € 0.1 million, after € 0.3 million in the prior year, and
includes not only the attributable net results for the year, but deferred tax income from earlier years of € 17.1 million, after
also the effects of the elimination of attributable intergroup € 0.0 million in the prior year.
profits and losses, and of other Group adjustments.
€ million 2016 2015
Borrowing costs of € 1.2 million were capitalized in the
reporting period, after € 18.6 million a year earlier, resulting
in a corresponding improvement in the net interest result. Current taxes, Germany –89.5 –181.2
The average borrowing interest rate applied by the Group Current taxes, international –11.7 –21.0
in the reporting year was 2.6 percent, compared with Current taxes –101.2 –202.2
3.0 percent the year before.
Deferred taxes, Germany 24.4 29.9
The interest effect of interest-bearing provisions includes Deferred taxes, international 1.3 7.4
net interest expenses from the accumulation of interest Deferred taxes 25.7 37.3
on pension obligations and calculated returns from plan Income taxes –75.5 –164.9
assets totaling € 44.0 million, versus € 41.5 million in the prior
year, and interest expenses and interest income from the Derivation of the effective
tax rate
accumulation and discounting of provisions of € 6.0 million,
Income before taxes 264.8 406.7
versus € 6.5 million in the previous year.
Income tax rate for
Wacker C hemie AG (%) 28.0 28.0
Other financial income and expenses primarily result from Expected tax expenses –74.2 –113.9
exchange-rate and interest-rate effects in connection with
financial transactions and their hedging. Tax rate divergences 1.9 10.6
Tax effect of non-tax-deductible
03 Income Taxes expenses –31.8 –18.1
140 This item comprises income taxes paid or owed in the Tax effect of tax-free income 5.8 5.2
individual countries and deferred taxes. In Germany, Taxes relating to other periods
(current earnings) 17.1 –0.3
alongside a corporate tax of 15.0 percent (15.0 percent a
Effects of loss carryforwards
year earlier), there is a solidarity surcharge of 5.5 percent, and temporary differences 6.4 –46.5
after 5.5 percent a year earlier. Trade income tax of 12.2 per- Group profit from investments
cent (12.2 percent in the prior year) must also be paid. It in joint ventures and associates – 0.8
varies depending on the municipality in which a company Other differences –0.7 –2.7
is located. Total income tax –75.5 –164.9
Deferred taxes of German companies are therefore mea- Effective tax rate (%) 28.5 40.5
sured based on a total tax rate ( including solidarity
surcharge) of 28.0 percent (28.0 percent a year earlier). The
current taxes of foreign subsidiaries are determined
a ccording to domestic tax laws and rates valid in the Due to the utilization of previously unrecognized temporary
country in which the respective company is based. As in differences and previously unrecognized tax losses from
the prior year, the respective income tax rates for foreign earlier periods, the actual income tax expense was reduced
companies applicable in each country ranged from by € 11.7 million, after € 2.1 million in the prior year.
10.0 percent to 39.0 percent.
The changes in deferred tax assets and liabilities of The loss carryforwards generated totaled € 326.3 million,
€ 25.7 million were recognized as income in profit or loss after € 378.9 million in the previous year. Of this amount,
(versus € 37.3 million a year earlier ), while € 104.1 million € 304.7 million (€ 360.4 million in the prior year) are expected
(€ – 49.9 million a year earlier) was recognized directly in to be non-realizable, which is why no deferred tax assets
equity. This mainly consists of deferred tax assets from were recognized. If they had been recognized, however, 141
variations in actuarial gains and losses resulting from they would have amounted to € 85.3 million (€ 100.9 million in
pension provisions. Changes in the scope of consolidation the prior year). Of the loss carryforwards that are not real-
resulted in deferred tax liabilities of € 4.1 million that were izable for tax purposes, the amount of € 169.7 million
recognized in equity. The existing tax loss carryforwards (€ 139.3 million in the prior year) is unlimited as to time and
can be utilized as follows: amount. As of December 31, 2016, no deferred tax assets
were recognized for tax-deductible temporary differences
of € 668.9 million (€ 712.1 million the year before). The change
€ million 2016 2015
mainly concerns parts of the actuarial losses from the
measurement of pension obligations r ecognized in other
Within 1 year 87.2 78.0 equity items in equity and temporary differences in prop-
Within 2 years 49.2 90.6 erty, plant and equipment.
Within 3 years 16.8 50.8
Within 4 years 1.1 17.3
Within 5 years or later 172.0 142.2
Total 326.3 378.9
€ million Intangible Land, Technical Other Assets under Property, * O f which
assets buildings and equipment equipment, construction plant and assets from
similar rights and factory and equipment finance
machinery * office leases
equipment
2016
Balance as of Jan. 1, 2016 179.9 2,059.0 8,886.6 677.4 1,322.6 12,945.6 98.1
Additions 3.5 20.3 116.3 25.2 262.3 424.1 2.2
Disposals –11.9 –0.4 –44.5 –21.4 – –66.3 –
Transfers 15.1 138.5 1,230.5 3.0 –1,387.1 –15.1 –
Changes in the scope of consolidation 18.0 8.3 21.6 6.1 – 36.0 0.2
Other changes – – – – – – –
Exchange-rate differences 0.7 40.0 126.0 1.2 –23.8 143.4 0.7
Gross carrying amount as of
Dec. 31, 2016 205.3 2,265.7 10,336.5 691.5 174.0 13,467.7 101.2
Cumulative depreciation and
i mpairments –154.9 –1,166.2 –7,122.1 –584.3 –0.2 –8,872.8 –67.3
Of which from changes in the
scope of consolidation – –3.6 –8.0 –5.1 – –16.7 –
Carrying amount as of Dec. 31, 2016 50.4 1,099.5 3,214.4 107.2 173.8 4,594.9 33.9
Depreciation and impairments /
write-ups in fiscal year –14.6 –78.5 –603.3 –38.8 – –720.6 –7.1
2015
Balance as of Jan. 1, 2015 166.4 1,691.3 7,828.5 642.7 1,670.0 11,832.5 79.1
Additions 3.4 6.6 106.7 20.7 696.6 830.6 21.8
142 Disposals –0.4 –6.9 –57.4 –15.6 –0.9 –80.8 –2.8
Transfers 7.9 310.3 878.4 25.6 –1,219.3 –5.0 –
Exchange-rate differences 2.6 57.7 130.4 4.0 176.2 368.3 –
Gross carrying amount as of
Dec. 31, 2015 179.9 2,059.0 8,886.6 677.4 1,322.6 12,945.6 98.1
Cumulative depreciation and
i mpairments –147.8 –1,066.2 –6,520.2 –560.0 –0.1 –8,146.5 –60.0
Carrying amount as of Dec. 31, 2015 32.1 992.8 2,366.4 117.4 1,322.5 4,799.1 38.1
Depreciation and impairments /
write-ups in fiscal year –13.2 –63.2 –459.2 –39.6 – –562.0 –6.4
Intangible assets include industrial property rights, similar equipment of € 33.9 million (€ 38.1 million in the prior year) on
rights, software and other assets acquired against payment. the basis of an embedded finance lease. Due to the struc-
Business acquisitions result in technologies, customer ture of the underlying contracts, economic ownership is
bases and order backlogs acquired against payment, attributable to WACKER.
which are amortized over a period of 3 to 9 years.
05 Investment Property
The acquisition costs of fixed assets were reduced by Wacker Chemie AG owns real estate at its production site in
investment grants totaling € 4 82.2 million, compared with Cologne, Germany. This comprises land and infrastructure
€ 481.4 million in the previous year. facilities (for energy, waste water, etc.). The land is rented
out or leased on a long-term basis. These properties and
In the reporting year, borrowing costs of € 1.2 million (versus the associated infrastructure in Cologne are operated,
€ 18.6 million in the prior year) were capitalized as part of maintained and looked after by third parties, who charge
the acquisition and production costs of qualifying assets. any costs incurred directly to the tenants or leaseholders.
The average financing cost rate was 2.6 percent, compared WACKER has undertaken to carry out future maintenance
with 3.0 percent in the previous year. Property, plant and measures to the extent necessary in the next few years.
equipment also includes technical machinery and other
The rent and lease income is included in the following The following table shows the reporting-period change in
schedule. the total carrying amount of investments accounted for
using the equity method:
€ million 2016 2015
Joint Ventures
Historical cost* 10.5 11.7 Accounted for Using the Equity Method
Cumulative depreciation* –9.0 –10.2 € million 2016 2015
Carrying amount as of
Dec. 31, 2016 1.5 1.5 Carrying amount of the
investments in accordance
with the equity method
Fair value 14.0 14.0
At the beginning of the year 18.0 16.6
Income from rent / operating leases 0.8 0.8 Share of profit / l oss for
Costs –0.1 –0.2 the period 3.2 4.2
Share of change in other equity 0.7 1.4
Overall result of the companies 3.9 5.6
* Disposal of acquisition costs and depreciation of € 1.2 million.
Dividends –4.1 –4.2
Change in the scope of
c onsolidation –6.6 –
The fair value is based on an opinion of an external expert
At the end of the year 11.2 18.0
and is updated periodically, most recently in 2014.
mined using the market value based on potential proceeds € million 2016 2015
from liquidation of the plant. This measurement took into 143
account the current market situation and thus current Carrying amount of the
investments in accordance
prices. The fair value of investment property is allocated to with the equity method
Level 2 in the fair value hierarchy. The residual carrying At the beginning of the year 3.2 3.9
amount relates to the land. Share of loss for the period –3.0 –0.9
Share of change in other equity –0.2 0.2
The valuation process has not been changed since the Overall result of the companies –3.2 –0.7
previous valuation date. At the end of the year – 3.2
The following shows the key figures for companies Deviations between the share of net income and the result
accounted for using the equity method. from investments in joint ventures and associates, and
between the share of equity and the carrying amount of
investments in joint ventures and associates accounted for
using the equity method, are primarily the result of fair-
value adjustments and consolidation measures.
Receivables are shown at amortized cost, which corre- Changes in Past-Due Trade Receivables
sponds to their market value. Adequate valuation allow- € million 2016 2015
ances are set up to cover default risks, to the extent that
these are not covered by insurance, bank guarantees or
advance payments received. Receivables that are neither
past due nor written down 634.5 551.3
Valuation allowances are set up for identifiable credit risks In the course of the IPO in April 2006, the number of shares
and exchange-rate fluctuations. We continuously monitor outstanding increased due to the sale of some shares
the creditworthiness of our debtors to assess the intrinsic previously held as treasury shares. The following table
value of the corresponding receivables and, where appro- shows the development in the year under review and in the
priate, we take out credit default insurance. In addition, prior year:
customers make advance payments and provide bank
guarantees. The maximum default risk is equal to the
Units 2016 2015
carrying amount of the uninsured receivables. No loans or
receivables were renegotiated to prevent an overdue debt Shares outstanding at the start
or possible valuation allowances. Based on past experi- of the fiscal year 49,677,983 49,677,983
ence and on the conditions prevailing as of the reporting Shares outstanding at the end
date, there are no restrictions with regard to credit quality. of the fiscal year 49,677,983 49,677,983
The additions and reversals in the valuation allowances for Treasury shares in portfolio 2,474,617 2,474,617
receivables in the reporting period mainly relate to Wacker Total shares 52,152,600 52,152,600
Chemie AG.
10 Equity / Non-Controlling Interests /
Capital Structure Management
The subscribed capital (capital stock) of Wacker Chemie AG
amounts to € 260,763,000 and comprises 52,152,600 no-par-
value shares (total). This corresponds to a notional par value
of € 5 per share. All of the shares are common shares – no
other share classes have been issued. At the reporting
date, no capital had been authorized for the issue of new
shares. The Executive Board was authorized – in compliance
with the provisions of Section 71 (1) no. 8 of the German
Stock Corporation Act – to acquire treasury shares totaling
a maximum of 10 percent of capital stock.
The net result attributable to non-controlling interests is Within the WACKER Group, Siltronic AG is an important
made up of the following profits and losses: subsidiary with non-controlling interests:
Non-Controlling Interests
The following table lists condensed financial information
€ million 2016 2015
on the Siltronic sub-group:
Wacker Asahikasei Silicone
Co. Ltd., Tokyo, Japan 12.4 –
Condensed Financial Information on Siltronic AG and its
Wacker Metroark Chemicals Subsidiaries 1:
Pvt. Ltd., Parganas, India 25.2 21.4
Wacker Chemicals Fumed Silica € million 2016 2015
( ZJG) Holding Co. Private Ltd.,
Singapore 1 10.8 9.0
Siltronic AG, Munich, Germany 1 165.4 196.5 Current assets 502.7 461.7 147
Total 213.8 226.9 Noncurrent assets 531.7 554.3
1
Including subsidiaries
Current liabilities 151.6 147.5
Noncurrent liabilities 479.9 395.9
1
Consolidated sub-group financial statements of the Siltronic Group in
accordance with IFRS
Information on Capital Management The company pension plan makes a distinction between
The goal of the WACKER Group’s capital management pol- defined contribution and defined benefit plans. Defined
icy is to ensure that the company remains a going concern contribution plans lead to no further obligation for the
in the long term and to generate an appropriate return on company beyond paying contributions into special-
capital employed for the company’s shareholders. The purpose funds. WACKER has both defined-contribution and
capital management instruments employed to achieve this defined-benefit plans, which are financed in part by Pen-
goal include dividend payments and stock buybacks. sionskasse der Wacker Chemie VVaG or by funds. Pension
obligations result from defined benefit plans in the form of
In managing its capital, Wacker Chemie AG complies with entitlements to future pensions and ongoing payments for
the legal stipulations on capital maintenance. The company’s eligible active and former employees of the WACKER Group
Articles of Association do not stipulate any capital require- and their surviving dependents. The various pension plans
ments. No special capital terminology is used. The Group’s basically ensure employees either a life-long pension on
policy on dividends is generally oriented toward distributing the basis of their average salary during employment at
about 50 percent of Group net income to shareholders, WACKER (career average plan) or lump-sum payments.
provided the business situation permits and the commit-
tees responsible agree. The Group maintains the following retirement benefit plans:
Above and beyond this, WACKER actively manages its debt Retirement Benefits Supplied by the Company
capital with the aim of achieving a balanced financing Pension Fund
portfolio, a diversified maturities profile and sufficient Employees at Wacker Chemie AG and other German Group
liquidity reserves. In addition, our corporate financial companies are granted a basic pension model via Pensions
structures are designed to keep WACKER’s credit rating – at kasse der Wacker Chemie VVaG , a legally independent
a minimum – in the investment-grade range. In accordance German pension fund. The pension fund is financed by
with our policy of value-based management, net financial member and company contributions. The payments com-
debt functions as a supplementary financial performance prise old-age, disability and surviving dependents’ benefits.
indicator.
148 See Management Processes and Net Assets sections of the Group The pension fund is a small mutual insurance company
m anagement report. within the meaning of Section 210 of the German Insurance
Supervision Act and is regulated by Section 233 (1) of this
As of the balance sheet date, the WACKER Group’s capital act. It is thus subject to the regulations that apply to German
structure was as follows: insurers and is monitored by the Federal Financial Super-
visory Authority ( BaFin). There are statutory minimum
financing obligations.
Capital Structure
In fiscal 2016, accounting treatment of the plans for 7 percent or 6 percent interest may be drawn in the form of
employees in Germany who joined the company after 2004 either a pension or a lump sum. Plans bearing 5 percent
was changed. Up until fiscal 2015, WACKER treated these interest are paid out exclusively in lump-sum form. Since
plans as defined contribution plans. Since interest rates 2015, management employees have been able to contribute
remained at very low levels, WACKER reassessed the plans a portion of their salary to an employee-financed pension
in 2016 because the probability of their being utilized had plan with a variable interest rate. The variable interest rate
risen and recognized them as defined benefit plans. As a is linked to the five-year running yield on German bearer
consequence of this change, the present value of the bonds and amounts to at least 2.5 percent and at most
defined benefit obligation rose by € 143.1 million in 2016 and 5 percent. Disbursement is as a lump sum only. Pension
was recognized in other comprehensive income. At the commitments made before or on December 31, 2000 are
same time, additions to plan assets in the amount of measured ( in accordance with the projected unit credit
€ 138.6 million were recognized in other comprehensive method ) at the present value of years’ service to date or
income. These effects are shown under the line items years served to retirement, whereas any commitments
“Gains / losses from changes in experience-based assump- made on or after January 1, 2001 are measured at the
tions” and “Gains / losses from plan assets without amounts present value of the defined benefit obligation or at the
already recognized in interest income” in the table “Changes equivalent of the accumulated capital.
in the Net Liability of Defined Benefit Obligations.”
Pension entitlements in Germany are protected against
Direct Commitments of the WACKER Group insolvency by the pension guarantee fund ( Pensions
In addition to the pension fund commitments, employees sicherungsverein a. G.). This insolvency insurance is capped.
in Germany receive direct commitments in the form of an There are no statutory minimum financing obligations.
additional pension. The additional pension insures that
part of an employee’s salary that exceeds the pension Pension Commitments outside of Germany
insurance contribution assessment ceiling. Employees Various pension plans are available for employees of foreign
who joined the company before the end of 2004 – and their subsidiaries, subject to the statutory provisions applicable
surviving dependents – receive a pension. The amount of in the respective countries. With the exception of the US
that pension depends on the average salary earned during pension plans, these pension plans are not material to the 149
the period of employment with WACKER (career average Group.
plan). For employees who joined the plan as of 2005, a
certain percentage of the salary exceeding the pension In the US, defined benefit plans exist for employees of
insurance contribution assessment ceiling is paid in. This S iltronic Corporation, Portland, and Wacker Chemicals
capital accrues interest. The benefits may be paid out as Corporation, Adrian. However, both plans were closed
a life-long pension or, in the case of commitments made for new applications effective after December 31, 2003,
from 2005 onward, as a lump sum. Employees and their and defined benefits are carried only for legacy policies.
surviving dependents are eligible to receive benefits. Retirement benefits are paid out from age 65 in the form of
E mployee entitlements are included when m easuring a monthly pension and are based on the last average
pension obligations, regardless of whether the employees s alary paid. Special rules apply to early retirement as of
joined the company before the end of 2004 or after the age 55 depending on the employee’s years of service. In
beginning of 2005. view of their pension-like character, obligations relating to
medical care for retired employees and severance pay-
Executive Board members are granted individual pension ments are likewise included under pension provisions.
commitments. For more information on Executive Board New employees in the USA are offered only defined con-
member pension plans, please refer to the Compensation tribution plans.
Report.
See page 183 The present value of defined benefit plans may be recon-
ciled with the provisions recognized in the balance sheet
Employees in Germany with salaries above the standard as follows:
pay scale may pay into an employee-financed pension
plan (deferred compensation). This plan affords employees
the option of converting part of their future salary claims
into equivalent pension capital. Pension capital accrues
interest according to the date the pension plan was
entered into (commitment) at either 7 percent (1996 – 2001),
6 percent (2002 – 2010) or 5 percent (2011 – 2013). Plans bearing
Remeasurements
Gains (–) / l osses (+) from plan assets without amounts already recognized in interest income – –23.3 –23.3
150 Gains (–) / l osses (+) from changes in demographic assumptions –3.5 – –3.5
Gains (–) / l osses (+) from changes in financial assumptions –283.3 – –283.3
Gains (–) / l osses (+) from changes in experience-based assumptions 95.7 – 95.7
Effects of exchange-rate differences 24.5 –16.3 8.2
Contributions by
Employer – –44.2 –44.2
Pension plan beneficiaries 10.3 –10.3 –
Pension payments –85.4 58.2 –27.2
As of December 31, 2015 3,432.6 –1,820.9 1,611.7
Remeasurements
Gains (–) / l osses (+) from plan assets without amounts already recognized in interest income – –215.2 –215.2
Gains (–) / l osses (+) from changes in demographic assumptions –0.1 – –0.1
Gains (–) / l osses (+) from changes in financial assumptions 545.6 – 545.6
Gains (–) / l osses (+) from changes in experience-based assumptions 130.7 – 130.7
Effects of exchange-rate differences 9.1 –5.9 3.2
Contributions by
Employer – –61.5 –61.5
Pension plan beneficiaries 11.2 –11.2 –
Pension payments –89.0 60.0 –29.0
Change in the scope of consolidation 2.1 – 2.1
As of December 31, 2016 4,202.4 –2,094.6 2,107.8
Sensitivity Analysis
Composition of Plan Assets is retained for liquidity purposes. The investment strategy
Pensionskasse der Wacker Chemie VVaG invests plan follows the investment guideline provided by the executive
assets in accordance with statutory requirements and the board of the pension fund.
terms of its by-laws. The company pension fund invests
nearly half of its assets in equity funds and fixed-income The plan assets of pension funds set up in the US are
funds. The other half is invested directly in promissory invested mainly in stocks and funds in accordance with
notes (German Schuldscheine), real estate, real estate the applicable investment rules. The composition of plan
mortgages and private equity. The remaining part of assets assets for the Group is shown in the following table:
The WACKER Group was utilizing € 84.2 million of plan assets In addition to actuarial risks, the defined benefit plans
152 for its own purposes as of December 31, 2016, compared used in the US are also subject to market-price fluctuation
with € 80.2 million in the prior year. The assets in question risks because plan assets are invested in stocks and funds.
comprised the real estate used by Wacker Chemie AG for
its headquarters in Munich. Applicable statutes and by-laws require WACKER to reduce
under-funding of pension plans by increasing the amount
Risks of company contributions in cash.
In addition to the usual actuarial risks, the risk inherent
in the defined benefit obligation relates in particular to Risks arise in particular in connection with the life expec-
financial risks in connection with plan assets. In Germany, tancy of the beneficiaries, the interest rate guarantee, and
substantial amounts of the defined benefit obligation are the salary and pension growth rates. The interest rate
administered by the pension fund. As part of an annual guarantee risk is regularly monitored as part of the risk
asset-liability study, the current and future relationships management process. It constitutes a major focus of the
between the portfolio structure and obligations are company pension fund when determining the long-term
analyzed and projections made. The result is the long-term interest requirements and how to fulfill them. Interest rate
return required of the pension fund, on the basis of which guarantee risks also affect the deferred compensation
the pension fund defines a strategic target portfolio. This plans.
leads to an annual review and coordination of the required
return, company contributions of sponsoring entities and
strategic asset allocation.
€ million Jan. 1, 2016 Utilization Reversal Addition Interest Exchange- Other * Dec. 31, 2016
effect / e ffect rate
of change in differences
interest
13 Financial Liabilities
In 2016, WACKER took out new bank loans for an amount lion) falling due in 2018 was repaid ahead of schedule
totaling US$ 250 million (€ 237.6 million) and KRW (Korean won) in 2016.
23.3 million (€ 18.4 million). A maturing, euro-denominated
investment loan of € 200 million was repaid on schedule and In 2015, the company made a scheduled repayment of
ongoing scheduled repayments of a further investment € 150 million on a promissory note (German Schuldschein).
loan were made in the amount of € 16 million. A renminbi- In addition, around € 5 0 million was repaid on renminbi-
denominated investment loan of CNY 252.8 million (€ 34.6 mil- denominated loans.
No collateral exists for the financial liabilities, nor are they were granted on condition that particular covenants be
secured through liens or similar rights. Some of the liabilities complied with.
to banks have fixed interest rates and others have variable
interest rates. Moreover, some of the liabilities to banks The liabilities to banks comprise the following:
Private placement
(1st installment) USD 66.3 – 2018 USD 63.9 – 2018
Private placement
(2nd installment) USD 123.2 – 2020 USD 118.5 – 2020
Private placement
(3rd installment) USD 189.5 – 2023 USD 182.4 – 2023
Minority-shareholder loans SGD 40.4 – Indefinite SGD 38.6 – Indefinite
Sundry other financial
l iabilities 11.9 – 12.7 –
Total 431.3 416.1
Fair value 423.5 409.2
156
Minimum lease payment within a year 7.1 3.0 4.1 9.1 3.2 5.9
Minimum lease payment between one and five years 25.2 11.0 14.2 25.7 10.3 15.4
Minimum lease payment over five years 32.9 15.1 17.8 35.3 17.5 17.8
Total 65.2 29.1 36.1 70.1 31.0 39.1
There are no conditional lease payments from finance The lease agreements serve to simplify the procurement
leases. and financing of operating materials and fixed assets. The
long-term commitment that they involve, however, leads to
Wacker Chemie AG has capitalized a finance lease for the a constant future outflow of cash from which the company
leased CCGT (combined-cycle gas turbine) power station cannot extract itself.
at its Burghausen site. The lease for the power station is
due to expire in 2019 at the latest. WACKER has the right to
acquire the power station at a price oriented to book val-
ues in accordance with German commercial law. If WACKER
acquires this power station, it may not be sold to a third
party for five years.
157
In addition to those tax amounts for which Group com- 15 Contingencies, Other Financial Obligations
panies are liable, tax liabilities include taxes paid for the and Other Risks
account of third parties. Contingent Liabilities
The values assigned to contingent liabilities correspond to
Payables relating to social security refer in particular to the extent of liability that exists on the reporting date. At
social-insurance contributions that have yet to be paid. WACKER, contingent liabilities primarily concern incurred
guarantees totaling € 0.5 million, versus € 0.6 million in the
The other payroll liabilities include, in particular, vacation prior year. It is unlikely that the guarantees will be utilized.
and flextime credits, as well other HR-related liabilities.
Other Financial Obligations and Other Risks
The advance payments received relate primarily to future
deliveries of semiconductor wafers and polysilicon.
€ million 2016 2015
No collateral exists for other liabilities, nor are they secured Obligations from rent and
through liens or similar rights. o perating leases
Due within one year 49.7 38.2
Due between one and five years 82.8 64.6
Due after five years or more 52.4 35.7
Total 184.9 138.5
The Group leases property, plant and equipment, motor 16 Other Disclosures
vehicles and IT equipment by way of rental agreements
and operating leases. These leases generally have terms
€ million 2016 2015
of between three and five years. Tenancy agreements for
office space, property, plant and equipment, etc. have
considerably longer terms. Due to regulatory require- Cost of materials –2,233.5 –2,276.6
ments, the Group is also leasing the land on which its
production facilities in Singapore were built. Personnel expenses
Wages and salaries –1,106.9 –1,070.2
The Group has an obligation to accept delivery in the Other attestation services 0.1 0.4
Dividend per dividend-bearing The fair value of financial instruments measured at amor-
common share (€ ) 2.00 2.00 tized cost is determined by means of discounting, taking
into account market-participant interest rates that are
Net result for the year after a dequate to the inherent risk and correspond to the
non-controlling interests
relevant maturity. For reasons of immateriality, the carrying
(€ m illion) 179.2 246.7
amount of current balance-sheet items is the same as
Earnings due to common shares
(€ million) 179.2 246.7 their fair value.
Earnings per common share
(average, € ) 3.61 4.97
Earnings per common share
(as of reporting date, € ) 3.61 4.97
Financial Assets and Liabilities by Measurement Category and Class as of Dec. 31, 2016
€ million
Measurement Measurement
pursuant to pursuant to
IAS 39 IAS 17
Balance ( Amortized ) Fair value Fair value ( Amortized ) Fair value
sheet cost through through other cost Dec. 31, 2016
carrying profit or loss comprehen-
amount sive income
Dec. 31, 2016
1
This item contains available-for-sale financial assets the market values of which cannot be calculated reliably and which have been recognized at cost.
It is r ecognized in the statement of financial position under noncurrent financial assets.
Financial Assets and Liabilities by Measurement Category and Class as of Dec. 31, 2015
€ million
Measurement Measurement
pursuant to pursuant to
IAS 39 IAS 17
Balance ( Amortized ) Fair value Fair value ( Amortized ) Fair value
sheet cost through profit through other cost Dec. 31, 2015
carrying or loss comprehen-
amount sive income
Dec. 31, 2015
1
This item contains available-for-sale financial assets the market values of which cannot be calculated reliably and which have been recognized at cost.
It is r ecognized in the statement of financial position under noncurrent financial assets.
The loans and receivables reported include trade receiv- The category “Available-for-sale financial assets” includes
ables, other loans and fixed-term deposits as well as cash interest income from fixed-interest securities.
and cash equivalents. Cash and cash equivalents in foreign
currency are measured at the conversion rate prevailing on The category “Held-to-maturity financial assets” mainly
the reporting date. Their carrying amounts correspond to comprises fixed-term deposits with terms of up to one
their fair values. The fair value of the loans corresponds to year that are posted under securities.
their present value, i. e. the present value of the expected
future cash flows. Discounting is carried out on the basis The gains and losses from changes in the fair value of
of the interest rates valid on the reporting date. foreign-currency exchange rates, interest rates and com-
modity derivatives that do not fulfill the requirements of
Available-for-sale financial assets include securities and IAS 39 for hedge accounting are posted in the category
investments in joint ventures and associates. Investments “Assets / liabilities classified as at fair value through profit
in joint ventures and associates are measured at cost, as or loss.” The effects of fair value hedge accounting are
no observable prices on active markets are available. also reported here.
The carrying amounts of trade payables and other financial The interest income from financial assets that are not
liabilities correspond to their fair values. The fair values recognized at fair value through profit or loss amounted to
of financial liabilities constitute the present value of the € 5.6 million, compared with the prior-year figure of € 6.9 million.
expected future cash flows. Discounting is carried out on This interest income mainly results from demand deposits
the basis of the interest rates valid on the reporting date. and loans as well as from held-to-maturity securities.
All other financial liabilities are valued at cost as no
observable prices for them are available. The interest expense from financial liabilities that are not
recognized at fair value through profit or loss amounts to
The following table shows the net gains and losses from € 42.4 million, versus € 31.8 million in the prior year. These
financial instruments. interest expenses are mainly due to financial liabilities.
164
WACKER regularly reviews whether its financial instruments Loans and financial liabilities are measured at amortized
are still appropriately allocated to the fair-value-hierarchy cost. However, the fair values must be provided in the Notes.
levels. As was the case in the previous year, no reclassifi-
cations were carried out within the fair value hierarchy in The fair value of the loans corresponds to the present value
2016. of expected future cash flows. Application of the discounted
cash flow method using market interest rates means that
In the period under review, WACKER measured only finan- the carrying amount of the loans corresponds to their fair
cial assets and liabilities at fair value. The market values value.
were calculated using market information available on the
reporting date and based on counterparties’ quoted prices The fair value of financial liabilities is determined using the
or via appropriate valuation methodologies (discounted net present value method and is based on standard market
cash-flow or well-established actuarial methodologies, interest rates.
such as the par method).
It was not possible to calculate the fair value of the equity
Derivative financial instruments and available-for-sale instruments that WACKER measures at amortized cost as
financial assets are recognized at fair value and are thus no stock market prices or market values are available. The
subject to a recurring fair-value assessment. instruments in question are shares in unlisted companies
for which there was no indication of a lasting impairment
The fair value of derivative financial instruments is calcu- on the reporting date and the fair value of which cannot
lated based on market data such as exchange rates or reliably be determined. WACKER had no intention of selling
yield curves in accordance with market-specific valuation any of the shares reported as of December 31, 2016.
methodologies. The calculation of the fair value contains our
own and the counterparty’s default risk, using maturity-
matching and market-observable CD S values. The fair
value of available-for-sale financial assets can be derived
from prices listed in active markets.
The unilateral call option held by WACKER for the pur- documents. No collateral exists for financial instruments.
chase of 1 percent of the shares in the subsidiary WACKER Receivables from major customers are not so high as to
Asahikasei Silicones Co. Ltd., Japan is recognized at cost represent an extraordinary concentration of risks. Default
as of December 31, 2016. risks are accounted for by valuation allowances, taking
advance payments received into account.
WACKER does not currently have any financial instruments
measured at fair value that are allocated to Level 3 of the Liquidity Risk
fair value hierarchy. A liquidity risk means that a company may not be able to
meet its existing or future financial obligations due to inad-
No changes were made to the valuation methodology equate funds. To ensure uninterrupted solvency and finan-
compared with the previous year. cial flexibility, the Group holds long-term lines of credit
at financial institutions of high credit standing and liquid
Management of Financial Risks funds based on multiyear financial planning and rolling
In the normal course of business, WACKER is exposed to liquidity planning.
credit, liquidity, and market risks from financial instruments.
The aim of financial risk management is to limit risks from To limit liquidity risk, WACKER keeps liquid reserves in the
operations and the resultant financing requirements by form of current investments and unused lines of credit.
using certain derivative and non-derivative hedging instru- WACKER has also concluded agreements with a number of
ments. banks for long-term syndicated loans and bilateral loans.
The risks connected with the procurement, financing and For information on the maturity analysis for non-derivative
selling of WACKER’s products and services are described in financial liabilities, please refer to the note on Financial
detail in the management report. WACKER counters financial Liabilities.
risks via the risk management system it has in place. That See Note 13
€ – 60 million as of December 31, 2015. The effect from cash- Derivative Financial Instruments
flow-hedge designated items would have increased equity Financial risks are also hedged using derivative financial
before income taxes by € 15.3 million, versus € 29.4 million a instruments. The raw-material price risks that WACKER
year earlier. The Group’s currency exposure amounted to hedges against result principally from ongoing energy
€ 5 82 million as of December 31, 2016, after € 595 million in procurement. Electricity-supply price hedging takes
the prior year. place via contractual stipulations, for which the “own-use
exemption” rules of IAS 39 can essentially be used. These
Interest Rate Risk contracts, which are concluded for the purpose of receiving
The interest rate risk results mainly from financial liabilities or delivering non-financial goods according to WACKER’s
and interest-bearing investments. The Executive Board own needs, are not recognized as derivatives, but rather
determines the mix of fixed- and variable-interest financial as pending transactions.
debt. Interest rate derivatives are concluded as required,
taking account of the given structure. Depending on In those cases where WACKER hedges against currency
whether the instrument in question has a fixed or variable risks, it uses derivative financial instruments, in particular
interest rate, the interest rate risks are measured on the currency forward exchange contracts, currency options
basis of either market-value sensitivity or cash-flow sensi- and foreign exchange swaps. Derivatives are used only if
tivity. As financial liabilities and fixed-interest investments they are backed by positions, cash deposits and funding,
are measured at amortized cost, they are, in accordance or scheduled transactions arising from operations. The
with IFRS 7, not subject to any interest-rate risk. Available- scheduled transactions also include anticipated, but not
for-sale securities are recognized at fair value. Due to their yet invoiced, sales in foreign currencies.
short maturities, they are not subject to a significant risk of
changes in interest rates. Hedge accounting is not used Foreign exchange hedging is carried out particularly for
for any of the interest rate derivatives. Changes in market the US dollar, Japanese yen and Singapore dollar. Potential
interest rates have an impact on the net interest income interest rate hedges are based on the maturities of the
generated by variable-interest financial instruments and underlying transactions.
are thus included in the calculation of earnings-related
166 sensitivity. Changes in the market interest rates of interest Operational hedging in the foreign exchange area relates
rate derivatives affect the financial result, and are conse- to the receivables and liabilities already recognized, and
quently included in any earnings-related sensitivity analysis. generally covers time horizons of between two and three
If the market interest rate on December 31, 2016 had been months. The time horizon for strategic hedging is between
100 base points lower (December 31, 2015: lower), the interest three and a maximum of 21 months. The hedged cash
result would have been € 0.4 million (€ 1.4 million) lower flows influence the statement of income at the time when
(lower). sales are realized. The cash inflows are usually recorded
shortly afterward, depending on the payment deadline.
Raw‑Material Price Risk As well as receivables from and liabilities to third parties,
In general, the company is faced with the risk that its intercompany financial receivables and liabilities are
supplies of raw materials may be inadequate and that hedged.
potential increases in raw-material prices could threaten
its results. These risks are covered by long-term contracts. The fair values refer to the repurchase values (redemption
Cash flow hedge accounting is used only to a minor degree values) of the financial derivatives as of the balance sheet
for long-term energy needs in Norway. This item is recog- date and are calculated using recognized actuarial methods.
nized in profit or loss under the cost of goods sold.
The derivatives are recognized at their fair values, irre-
spective of their stated purpose. They are reported in the
statement of financial position under other financial assets
or other financial liabilities. Where permissible, cash flow
hedge accounting is carried out for the strategic hedging
of currency exchange risks from future foreign exchange
positions. Depending on the nature of the underlying
transaction, they are posted in the statement of income
either under the operating result or, if financial liabilities
are being hedged, under interest result or other financial
result.
For strategic hedging purposes, graduated hedging ratios The purpose of fair value hedges is to hedge against
of between 50 and 30 percent are used in relation to the changes in the fair value of financial assets and liabilities
expected net exposure in US dollars. The expected net that come about because of fluctuations in the value of
exposure for 2017 is about 50 percent hedged, with the currencies (foreign currency swap). If the hedge is effective,
expected additional net exposure for semiconductor the carrying amount of the corresponding underlying
business for 2018 being around 15 percent hedged. The transaction is amended to reflect the changes in the fair
average hedging ratio for operational hedging in US dollars value of the hedged risks. At year end, WACKER recognized
is around 50 percent. income of € 5.1 million from the valuation of the hedging
instrument under fair value hedges, versus income of
In fiscal 2016, the accumulated income and expenses re- € 7.3 million in the prior year. At the same time, an expense
corded directly in equity included a pre-tax result from of € – 5.1 million was realized on the underlying transaction,
cash flow hedges amounting to € 7.6 million, compared with versus an expense of € –7.3 million a year earlier. Both
€ 15.8 million in the prior year. During 2016, € – 21.1 million was amounts were recognized in the financial result. In the
reclassified to the statement of income, after € 69.7 million case of another fair value hedge, a loss of € 3.2 million from
in the prior year. In the result for the period, no gains measurement of the hedge and a gain of € 3.2 million from
or losses from hedge accounting ineffectiveness were measurement of the underlying transaction were recog-
recorded, as the hedging relationships were almost nized under other operating expenses.
entirely effective.
The foreign exchange derivatives mainly comprise forward The following table contains information on the netting of
exchange contracts, foreign exchange options and foreign financial assets and liabilities in the consolidated state-
exchange swaps amounting to US$ 610.8 million, ¥ 33.1 billion, ment of financial position.
SG$ 70.7 million and € 687.0 million, versus US$ 1,309.5 million,
¥ 28.0 billion, SG$ 4 69.7 million and CHF 10.5 million a year
earlier. Derivatives with market values of € – 22.4 million are
due in 2017, and € 0.5 million expire in 2018.
Financial Assets / L iabilities Subject to Netting Agreements, Enforceable Global Netting Agreements and Similar Agreements
I
Gross amounts of recognized financial assets / l iabilities 7.4 –29.9 12.7 –28.4
II
Gross amounts of recognized financial assets / l iabilities netted out
in the b alance sheet –1.3 1.3 –0.1 0.1
I + I I
Net amounts of financial assets / l iabilities presented in the balance sheet 6.1 –28.6 12.6 –28.3
In addition to the financial instruments complying with Construction-related borrowing costs that have to be
the provisions on netting pursuant to IAS 32, the table also capitalized were deducted from the interest payments
includes those financial instruments that are subject to recognized in cash flow from operating activities. These
netting agreements or master netting agreements but may construction-related borrowing costs increased capital
not be netted pursuant to IAS 32. expenditure included in cash flow from investing activities
by € 1.2 million, versus € 18.6 million in the prior year.
168 As a part of strategic hedging activities, WACKER closes
out forward-exchange contracts prior to maturity by In the case of cash flow from investing activities, the actual
means of offsetting transactions. The strategic forward- outflows of funds are recognized. As a result, it is also not
exchange contract and the corresponding offsetting possible to reconcile these figures with the additions to
forward-exchange transaction are recognized as a net investments in the consolidated statement of financial
amount in accordance with IAS 32 criteria. In addition, position. If subsidiaries or business activities are acquired
general offsetting agreements, which apply only in cases of or sold, the effects of these transactions are shown as
insolvency, have been concluded with a number of banks. separate items in the statement of cash flows. Investment in
securities falling due in more than three months is reported
The net amount shows the amount of financial assets or separately under cash flow from investing activities because,
liabilities that, despite netting and global netting agree- in economic terms, these transactions are considered an
ments, is not received or must be paid in the event of element of liquidity.
insolvency.
The Group is financed mainly by bank loans granted in the
19 Notes to the Statement of Cash Flows form of loan commitments. Within the defined approval
Cash flow from operating activities is calculated using the limits for loan commitments, our utilization of credit may
indirect method, which adjusts the relevant changes in be subject to considerable fluctuations both within a given
statement-of-financial-position items for any exchange- year and over several years. The raising and repayment of
rate effects and effects of changes in the scope of consol- loans in foreign currencies are translated at the exchange
idation. This means that changes to the relevant statement- rate prevailing as of the time of transaction, with the result
of-financial-position items cannot be reconciled with the that here, too, it is not possible to reconcile all the inflows
corresponding values based on the published consol and outflows with the changes in financial liabilities in the
idated statements of financial position. statement of financial position.
20 Explanatory Notes on Segment Reporting As a rule, the assets reported for the segments encom-
The Group’s segment reporting is in line with the internal pass all of their assets. Loans, cash and cash equivalents,
organizational and reporting structure. WACKER reports on and deferred tax assets, however, are allocated to the
five operating segments (Silicones, Polymers, Biosolutions, “Other” segment.
Polysilicon and Siltronic), which are organized and man-
aged autonomously on the basis of the type of products The liabilities shown for the segments represent all of their
they offer and their different risk and income structures. liabilities – except deferred tax liabilities, which are shown
Business segments are not combined. Any activities or under “Other.” The Group’s financial liabilities are allocated
results not assigned to an operating segment are shown to individual segments in proportion to the segment assets.
under “Other.” Foreign currency gains or losses pertaining Provisions for pensions are allocated in accordance with
to the Siltronic operating segment are recognized directly Group HR ratios. The advance payments received are allo-
in that operating segment because an assignment in cated directly to the individual segments.
S iltronic’s sub-group financial statements is possible.
Foreign currency gains or losses pertaining to the chemical Non-cash expenses and income are divided up between
divisions and the Polysilicon operating segment are shown the individual segments as follows:
under “Other.”
Items in the statement of financial position and statement Other Non-Cash Expenses (+) and Income ( – )
of income are assigned to the operating segments in accor-
€ million 2016 2015
dance with the commercial power of disposition. Assets
used jointly by several segments are generally shown under
“Other” if they cannot be assigned clearly to a particular SILICONES –1.4 1.5
segment. A similar approach is adopted for borrowed funds. POLYMERS –2.4 0.9
For the geographical regions, the assets and liabilities are BIOSOLUTIONS 0.8 0.1
assigned in accordance with where the respective Group POLYSILICON 15.1 4.3
company’s site is located. Sales are classified in accordance SILTRONIC 2.9 –9.7
with both the customer’s location and the respective Group Other –35.8 –36.2 169
company’s site. Total –20.8 –39.1
The changes in value due to the remeasurement of defined The reconciliation of the segments’ aggregate results with
benefit plans are allocated to the segments as follows: the net income for the year is shown in the following list:
170
21 Breakdown of Shareholdings
Unless otherwise stated, the following figures for interna-
tional subsidiaries were calculated in accordance with IFRS.
Affiliated Companies
Germany
1 Alzwerke GmbH, Munich Other a), b) 7,160 – 100.00 0
2 DRAWIN Vertriebs-GmbH, Hohenbrunn Silicones a), b) 5,016 – 100.00 0
3 W.E.L.T. Reisebüro GmbH, Munich 2 Other 191 75 100.00 0
4 Wacker-Chemie Versicherungsvermittlung GmbH,
Munich Other a), b) 26 – 100.00 0
5 Wacker-Chemie Beteiligungsfinanzierungs GmbH,
Munich – 29 –1 100.00 0
6 Wacker Polysilicon Geschäftsführungs GmbH,
Nünchritz – 27 – 100.00 0
7 Wacker-Chemie Erste Venture GmbH, Munich – 80 – 100.00 0
8 Wacker-Chemie Zweite Venture GmbH, Munich – 35 –1 100.00 0
9 Wacker-Chemie Dritte Venture GmbH, Munich Holding a), b) 387,727 – 100.00 0
10 Wacker-Chemie Sechste Venture GmbH, Munich – 27 – 100.00 0
11 Wacker Biotech GmbH, Jena Biosolutions a), b) 290 – 100.00 0
12 Wacker-Chemie Siebte Venture GmbH, Munich – 25 – 100.00 0
13 Wacker-Chemie Achte Venture GmbH, Munich – a), b) 2,753 – 100.00 0
14 Siltronic AG, Munich Siltronic 503,044 –22,716 49.50 9
8.33 0
15 Wacker-Chemie Zehnte Venture GmbH, Munich – 25 – 100.00 0
16 Wacker-Chemie Elfte Venture GmbH, Munich – 25 – 100.00 0
17 Wacker-Chemie Zwölfte Venture GmbH, Munich – 25 – 100.00 0
Rest of Europe
Wacker Chemicals Finance B. V.,
18
Krommenie, Netherlands Holding 1,373,006 3,156 100.00 0
19 Wacker-Chemicals Ltd., Sales and
Egham, Surrey, Great Britain d istribution 792 717 100.00 0
20 Wacker-Chemie Italia S. r. L ., Sales and
San Donato Milanese, Italy d istribution 2,599 1,009 100.00 0
21 Wacker-Chemie Benelux B. V., Sales and
Krommenie, Netherlands d istribution 498 480 100.00 18
22 Wacker Chimie S. A . S ., Sales and
Lyon, France d istribution 460 225 100.00 0
23 Wacker-Kemi AB, Sales and
Solna, Sweden d istribution 580 526 100.00 0
24 Wacker Química Ibérica, S.A., Sales and
Barcelona, Spain d istribution 530 392 100.00 0
25 S iltronic Holding International B. V.,
Krommenie, N etherlands Holding 331,173 11,815 100.00 14
26 Wacker-Chemie S. r. o., Sales and
Prague, Czech Republic d istribution 3,290 255 100.00 0
27 Wacker-Chemie Polska Sp. z o. o., Sales and
Warsaw, Poland d istribution 503 377 100.00 0
28 Wacker-Chemie Hungária Kft., Sales and
Budapest, Hungary d istribution 532 343 100.00 0
29 O OO Wacker Chemie RUS, Sales and
Moscow, Russia d istribution 1,027 226 100.00 0
30 Wacker Chemicals Norway AS, Holla, Norway Silicones 46,423 2,668 100.00 18
31 Wacker Kimya Tic. Ltd. Sti., Sales and
Istanbul, Turkey d istribution 137 78 100.00 18
32 Wacker Biosolutions León, S. L . U.,
171
León, Spain Biosolutions 1 –2 100.00 18
The Americas
33 Wacker Química do Brasil Ltda., Silicones,
São Paulo, Brazil Polymers 27,665 1,150 100.00 0
34 Wacker Mexicana S. A . de C. V., Sales and
Mexico, D. F., Mexico d istribution 1,184 635 100.00 0
35 Wacker Chemical Corp., Silicones,
Adrian, Michigan, Polymers,
USA Biosolutions 1,513,610 34,251 100.00 18
36 Wacker Polysilicon North America, LLC,
Cleveland, Tennessee, USA Polysilicon 1,110,510 –7,761 100.00 35
37 Siltronic Corp., Portland,
Oregon, USA Siltronic 11,924 5,106 100.00 25
38 Wacker Colombia S.A.S., Sales and
Bogotá, Colombia d istribution 192 175 100.00 18
Asia
39 Wacker Asahikasei Silicone Co. Ltd.,
Tokyo, Japan Silicones 25,016 2,985 50.00 5 0
40 Wacker Chemicals (South Asia) Pte. Ltd., Sales and
Singapore d istribution 2,120 618 100.00 0
41 Wacker Chemicals Hong Kong Ltd., Sales and
Hong Kong, China d istribution 3,495 767 100.00 0
42 Wacker Metroark Chemicals Pvt. Ltd.,
Parganas, India Silicones 51,363 9,662 51.00 0
43 Wacker Chemicals Korea Inc., Seoul, Silicones,
South Korea Polymers 42,413 8,952 100.00 18
44 Wacker Chemicals East Asia Ltd., Sales and
Tokyo, Japan d istribution 122 105 100.00 0
Other Regions
56 Wacker Chemicals Australia Pty. Ltd., Sales and
Melbourne, Australia d istribution 671 319 100.00 0
57 Wacker Chemicals Middle East Ltd., Sales and
Dubai, UAE d istribution 3,020 –89 100.00 0
172
Joint Ventures / A ssociated Companies 3
58 Dow Corning ( ZJG) Holding Co. Private Ltd., Singapore Silicones 342,311 –15,143 25.00 0
59 Wacker Dymatic (Shunde) Co. Ltd., Guangdong, China Silicones 22,530 5,247 50.00 49
Special-Purpose Entity
60 WMM-Universal-Fonds, Germany – 105,514 –92 100.00 4 0
* Identifier:
a)
Wacker Chemie AG has either directly or indirectly concluded profit and loss transfer agreements with these entities.
b)
The shareholders of Wacker Chemie AG have agreed not to disclose the financial statements of these entities (Section 264 (3) of the German Commercial Code).
1
Serial number 0: Wacker Chemie AG
2
Prior-year figures
3
Only direct holdings in the relevant parent company are listed
4
Share of special assets; as per IFRS
5
Control on the basis of potential voting rights
22 Related Party Disclosures Apart from that, WACKER Group companies have not con-
IAS 24 stipulates that a person or company which controls, ducted any material transactions with members of Wacker
or is controlled by, Wacker Chemie AG must be disclosed Chemie AG’s Executive or Supervisory Boards or with any
unless the person or company is already included in Wacker other key management personnel or with companies of
Chemie AG’s consolidated financial statements as a con- which these persons are members of executive or super-
solidated company. A shareholder is deemed to have visory bodies. The same applies to close relatives of the
control if the shareholder has more than half of the voting aforementioned persons.
rights in Wacker Chemie AG or, by virtue of provisions in
the Articles of Association or contractual arrangements, Wacker Chemie AG’s pension fund is also considered a
has the possibility of controlling the financial and business related party pursuant to IAS 24. Provision of services takes
policy of the WACKER Group’s Executive Board. place between the two entities in the area of company
pension plan benefits. WACKER makes payments to plan
In the year under review, the WACKER Group was affected assets to cover pension obligations. Wacker Chemie AG
by the disclosure obligations under IAS 24 in respect of also rents the headquarters building and the land on which
the business relations with Wacker Chemie AG’s major it stands from a subsidiary of Pensionskasse der Wacker
shareholders and its Executive and Supervisory Board Chemie VVaG. Overall, expenditures amounted to € 44.8 mil-
members. The principles of IAS 24 also apply to all trans- lion ( prior year: € 4 5.3 million). Receivables amounted to
actions with non-consolidated subsidiaries, associated € 48.0 million after € 0.5 million in the prior year, while liabilities
companies and joint ventures, since Wacker Chemie AG came to € 0.5 million versus € 0.0 million in the prior year.
exercises significant influence over them.
On June 22, 2015, Capital Research and Management Com-
Dr. Alexander Wacker Familiengesellschaft mbH, Munich, pany, Inc., Los Angeles, USA (a subsidiary of Capital Group
informed Wacker Chemie AG on June 7, 2006, that it holds Companies, Inc. Los Angeles, USA ) reported holding
over 50 percent of the voting shares in Wacker Chemie AG. 3.07 percent, thereby exceeding the 3-percent threshold of
Blue Elephant Holding GmbH, Pöcking, informed Wacker voting shares in Wacker Chemie AG.
Chemie AG on April 12, 2006, that it holds over 10 percent of
the voting shares in Wacker Chemie AG. Further detailed information has been published in the 173
German register of companies.
The WACKER Group is controlled by its majority share- www.unternehmensregister.de
Associated companies 7.8 125.8 3.6 15.0 9.5 144.9 3.2 8.7
Joint ventures 24.4 1.1 0.9 0.1 31.5 1.4 5.4 0.5
Pension commitments for active members of the Executive Board 2016 27,587,433
Pension commitments for active members of the Executive Board 2015 22,692,191
1
The compensation for retirement benefits is based on service cost. Interest expense amounted to € 6 24,036, after € 5 85,079 in the prior year.
Supervisory Board
Executive Board
Dr. Christian Hartel
Prof. Ernst-Ludwig Winnacker
Munich WACKER POLYMERS
Professor emeritus of Biochemistry Human Resources (Personnel Director)
at LMU Munich Corporate Engineering 177
Region: Asia
Member of the Supervisory Board
Bayer AG (until April 29, 2016)
MediGene AG (until August 11, 2016)
Dr. Tobias Ohler
SILTRONIC
Corporate Accounting and Tax
Corporate Controlling
Corporate Finance and Insurance
Information Technology
Technical Procurement & Logistics
Raw Materials & Energy
Region: The Americas
Chairman of the Supervisory Board
Siltronic AG * *
Member of the Supervisory Board
Pensionskasse der Wacker Chemie VVaG
Auguste Willems
WACKER SILICONES
WACKER BIOSOLUTIONS
Sales & Distribution
Corporate Research & Development
Intellectual Property
* Employee representative
** Affiliated company Site Management
1
Mediation Committee (Chairman: Dr. Peter-Alexander Wacker) Corporate Security
2
Executive Committee (Chairman: Dr. Peter-Alexander Wacker) Environment, Health, Safety
3
Audit Committee (Chairman: Franz-Josef Kortüm)
4
T hese employee representatives are subject to the rules of the
Product Stewardship
German Trade Union Confederation (DGB) and of the German Regions: Europe, Middle East
Association of Employed Academics and Executives in the
Chemical Industry (VAA) concerning the transfer of supervisory Member of the Bavarian State Branch Advisory Committee
board compensation. TÜV Süd AG
e) T
erm Limit for Length of Service on the Annual Shareholders’ Meeting
Supervisory Board The Annual Shareholders’ Meeting provides an efficient
According to this recommendation, the supervisory board and inclusive forum for informing shareholders about the
should determine a general term limit for the length of company’s situation. Even before the Annual Shareholders’
service on the board. A generally applicable term limit of Meeting begins, shareholders receive important information
this sort is not required in our opinion, as we consider an about the previous fiscal year in the Annual Report. The
individual analysis of the respective supervisory board agenda items are described and the conditions of atten-
members to be more effective. This particularly applies dance explained in the invitation to the Annual Share-
since the Code provides for self-inspection of the super holders’ Meeting. The notice of the Annual Shareholders’
visory board and its members anyway as part of the regular Meeting – together with all legally prescribed reports and
examination of efficiency. Furthermore, a general term limit documents, including the Annual Report (of which the
would restrict the majority shareholder’s freedom to consolidated financial statements and the combined
choose representatives on the Supervisory Board at its management report form part) – as well as the annual
own discretion in fulfillment of its corporate responsibility. financial statements of Wacker Chemie AG are also available
on the company’s website. After the Annual Shareholders’
f ) T ime Limit Placed on Applications for the Judicial Meeting, we publish the attendance figures and the results
Appointment of a Supervisory Board Member of the votes on the internet. All these communication
According to this recommendation, applications for the measures contribute to the regular exchange of information
judicial appointment of a supervisory board member shall with our shareholders. WACKER helps its shareholders
be limited in time up to the next annual shareholders’ exercise their voting rights by giving them the option of
meeting. We do not comply with this recommendation. casting their vote either in person or by proxy. Proxies
Proposals for candidates to be appointed by the court are are available to exercise shareholders’ voting rights as
agreed with the majority shareholder beforehand anyway. instructed and can also be contacted during the Annual
In view of the majority situation, the election of this same Shareholders’ Meeting.
candidate at the next Annual Shareholders’ Meeting would
merely constitute a confirmation of his / her appointment, Working Methods of the Executive and
which we consider to be superfluous. Supervisory Boards 179
Wacker Chemie AG has a dual management system as
Corporate Governance Reporting prescribed by the German Stock Corporation Act. It con-
Shareholders and Annual Shareholders’ Meeting sists of the Executive Board, which manages the company,
Transparent Information for Shareholders and the Public and the Supervisory Board, which supervises and advises
WACKER’s aim is to inform all of the company’s target the Executive Board in its management of the company.
groups – shareholders, shareholder representatives, These two bodies are kept strictly separate from one
analysts and the media – as well as the interested general a nother with regard to both their membership and their
public promptly and without preference. We regularly spheres of competence. The Executive and Supervisory
publicize important company dates in a financial calendar Boards collaborate closely, however, to ensure WACKER’s
published in our Annual Report, in the interim reports and sustainable long-term success.
on our website. Capital market participants are in close
contact with our Investor Relations team. We inform inves- Executive Board
tors and analysts about the current and future development The Executive Board currently consists of four members.
of business in telephone conferences held whenever a The Executive Board bears direct responsibility for
quarterly report is published. We regularly attend road- managing the company and represents Wacker Chemie AG
shows and investors’ conferences. Once a year, we organize in all dealings with third parties. The Executive Board’s
an event for analysts. Important presentations are available actions and decisions are driven by the company’s interest
on the internet, as well as all press releases and ad-hoc and the aim to sustainably increase the Group’s value.
disclosures in both German and English, the online version With this goal in mind, the Executive Board determines the
of the Annual Report, all interim reports and the Sustain- WACKER Group’s strategic alignment. It then steers and
ability Report. Further information is provided by our online monitors this by allocating funds, resources and capac-
customer magazine, media library and Podcast Center. ities, and by supporting and overseeing the operating
www.wacker.com units. The Executive Board also ensures compliance with
legal requirements and an appropriate risk management
system and control.
While the members of the Executive Board bear joint WACKER has always placed importance on having highly
responsibility for managing the company, each individual qualified individuals sit on its Supervisory Board. In com-
member is directly responsible for managing his / h er pliance with the recommendation made in Item 5.4.1 of
respective unit. All Executive Board decisions require a the German Corporate Governance Code as amended on
simple majority. In the case of a tie of votes, the president & May 26, 2010, WACKER’s Supervisory Board resolved in
CEO has the deciding vote. However, he / she does not have December 2010 to set itself concrete objectives in respect
the right to veto Executive Board resolutions. of its composition. These include the qualifications, inter-
national experience and gender of Supervisory Board
Close Collaboration between the Executive Board members, and the prevention of conflicts of interest.
and the Supervisory Board Accordingly, the profile of requirements and targets is
The Executive Board and the Supervisory Board work as follows:
together closely to promote the interests of the company.
Their common goal is the sustainable growth of the – International scope: an appropriate number of Super-
company and the enhancement of its value. The Executive visory Board members – however, at least one – should
Board reports to the Supervisory Board and the Audit have international experience.
Committee regularly, promptly and comprehensively on
all relevant issues of strategy, planning, business develop- – Prevention and handling of conflicts of interest: the
ment, risk exposure, risk management and compliance. Supervisory Board’s Rules of Procedure already con-
Also in the period between meetings, the Supervisory Board tain extensive provisions on members’ conflicts of
chairman maintains contact with the Executive Board, in interest. In addition, the Supervisory Board actively
particular with the president & CEO, consulting with that strives to prevent such conflicts of interest and also
body on the above-mentioned issues. The Executive Board takes this goal into consideration when making rec-
explains any deviations from approved business plans and ommendations to the Annual Shareholders’ Meeting.
objectives to the Supervisory Board and gives reasons for
these deviations. – Diversity and gender representation: the objective set
in December 2010 to increase the number of female
180 The Rules of Procedure for Wacker Chemie AG’s Executive members to at least two – one shareholder and one
Board stipulate that certain measures require the consent employee representative – was achieved in 2013.
of the Supervisory Board before their implementation. Please see the subsequent item Supporting the
These include approving the annual budget ( including Participation of Women in Executive Positions as per
financial and investment planning), acquiring and disposing Section 76 (4) and Section 111 (5) of the German Stock
of shares in companies, establishing new production or Corporation Act for our measures to meet the require-
business units or suspending existing ones, and concluding ments of the Act on Equal Participation of Women
sizable long-term loan agreements. and Men in Executive Positions in the Private and the
Public Sector, which came into effect on May 1, 2015.
Supervisory Board According to this act, the Supervisory Board is to be
The Supervisory Board appoints, oversees and advises composed of at least 30 percent female members and
the Executive Board and is directly involved in any at least 30 percent male members.
decisions of crucial importance to WACKER. Fundamental
decisions on the company’s development require Super The Supervisory Board’s Rules of Procedure already define
visory Board approval. an age limit. The Supervisory Board does not comply with
the recommendation made in Item 5.4.1 of the German
Supervisory Board Composition Corporate Governance Code as amended on May 5, 2015,
The Supervisory Board comprises 16 members. In com- to set a general term limit for the length of service of its
pliance with the German Co-Determination Act ( MitbestG ), members. The reasons for this decision are given in the
it has an equal number of shareholder and employee Declaration of Conformity of December 2016.
representatives. Shareholder representatives are elected
by the Annual Shareholders’ Meeting and employee rep- As members of the Supervisory Board cannot simulta-
resentatives by the employees, as stipulated by the neously sit on the Executive Board, this structure ensures
German Co-Determination Act. As a rule, the term of office a high degree of independence in monitoring the Executive
is about five years. Board. Since the Supervisory Board believes that it com-
prises an adequate number of independent members, it
does not comply with the additional recommendation
made in Item 5.4.2 of the German Corporate Governance
Code as amended on May 5, 2015, to name a specific target related issues. The members of this committee in fiscal
number of independent members. The reasons for this 2016 were Franz-Josef Kortüm (as chairman), Dr. Peter-
decision are given in the Declaration of Conformity of Alexander Wacker and Anton Eisenacker. Following Anton
December 2016. Eisenacker’s departure at year-end, Manfred Köppl was
elected to the Audit Committee as a new member effective
The Supervisory Board will take into account the objectives January 1, 2017.
it has set when making its nomination proposals to the
Annual Shareholders’ Meeting. The composition of the The Group also has a statutory Mediation Committee, the
Supervisory Board complies with the objectives set in tasks of which are stipulated by German law. In 2016, this
December 2010. The age limit provision is also complied committee consisted of Dr. Peter-Alexander Wacker (as
with. chairman), Anton Eisenacker, Franz-Josef Kortüm and
Manfred Köppl. Since January 1, 2017, the committee has
Committees Increase the Supervisory Board’s Efficiency comprised Dr. Peter-Alexander Wacker, Manfred Köppl,
The Supervisory Board has constituted three professionally Franz-Josef Kortüm and Eduard-Harald Klein.
qualified committees to help it perform its duties optimally.
The work of those committees is reported on regularly at Key Corporate Management Practices
Supervisory Board meetings. Compliance as a Key Managerial Duty of the
Executive Board
The Executive Committee prepares the Supervisory Board’s At WACKER, managerial and monitoring duties include
personnel decisions, especially the appointment and dis- e nsuring that the company complies with legal require-
missal of Executive Board members and the nomination of ments and that employees observe internal company
the president & CEO. In addition, it negotiates contracts with regulations. WACKER’s compliance management system is
Executive Board members and develops a compensation regularly reviewed and adapted.
system that the full Supervisory Board then uses as a basis
for determining the compensation for Executive Board These tasks are the responsibility of the compliance
members. In fiscal 2016, the Executive Committee con- m anagement department. The company has appointed
sisted of the Chairman of the Supervisory Board, Dr. Peter- and trained compliance officers in Germany, the USA, 181
Alexander Wacker, and Supervisory Board members Anton China, Japan, India, South Korea, Brazil, Mexico, Norway,
Eisenacker and Franz-Josef Kortüm. Effective January 1, Singapore, Russia, the United Arab Emirates and Taiwan,
2017, the new Deputy Chairman of the Supervisory Board, who hold regular training courses to inform employees of
Manfred Köppl, succeeded Anton Eisenacker on the key legal provisions and internal regulations. They also serve
E xecutive Committee in accordance with the Rules of as contacts whenever employees have questions or need
Procedure. Mr. Eisenacker had in turn left the Supervisory advice, information and training relating to compliance.
Board as of December 31, 2016 as its Deputy Chairman.
Principles of Corporate Ethics
The Audit Committee does the groundwork for the Super- Beside our vision and goals, our ethical principles form the
visory Board’s decision on the adoption of the annual third pillar of WACKER’s corporate policy guidelines. These
financial statements and the approval of the consolidated principles – embedded in five separate codes – govern
financial statements. To this end, the committee is obliged how the company goals should be achieved. A set of rules
to pre-audit the annual financial statements, the consoli- consisting of regulations and instructions supplement the
dated financial statements, the combined management codes.
report and the proposal on appropriation of profits. In
addition, it discusses and examines the half-yearly financial – Code of Conduct: this contains our principles for deal-
reports and the quarterly figures. The Audit Committee ing with business partners and third parties. It also
gives the Supervisory Board a well-founded recommen- governs the handling of information, confidentiality and
dation as to which auditors it should propose to the Annual data security, the prevention of money laundering, and
Shareholders’ Meeting. In accordance with the resolution the separation of personal and business interests.
of the Annual Shareholders’ Meeting, it awards the auditing
contract to the auditors and determines the focus of audit- – Code of Innovation: this specifies our principles
ing. It then monitors the audit, in particular the auditors’ concerning research and development, partnerships,
independence and the services they deliver. Above and patents and innovation management.
beyond that, the Audit Committee reviews the accounting
process and the effectiveness of the internal control, risk
management and auditing systems, as well as compliance-
– Code of Teamwork & Leadership: this outlines our Further Information on Corporate Governance
understanding of teamwork and leadership. Key as- at WACKER
pects here include trust and esteem, motivation and Compliance with the Provisions of Article 17 of MAR
success, recognition and development, teamwork and We comply with the provisions of Article 17 of MAR (EU
equal opportunity, work-life balance and the positive Regulation No. 596 /2014 – Market Abuse Regulation). For a
example set by managerial employees. number of years, we have maintained an ad-hoc publicity
coordination unit in which representatives of various
– Code of Safety: this defines our safety culture and specialist areas examine issues for their ad-hoc relevance.
sets safety guidelines for workplaces, facilities, and In this way, we guarantee that potential insider information
products and their transport. is handled in accordance with the law. Employees who
have access to insider information as part of their jobs are
– Code of Sustainability: this lists principles for sus- included in insider lists.
tainability to be adhered to by R&D, procurement and
logistics, production and products, and describes Share Dealings by the Executive and Supervisory Boards
our commitment to society. Persons discharging managerial responsibilities (at Wacker
The codes are available at: www.wacker.com/cms/en/wacker_group/ Chemie AG, these are members of the Executive and
wacker_facts/policy/policy.jsp. Supervisory Boards) as well as persons closely associated
with them are obligated under Art. 19 of MAR to notify the
Responsible Care® and the Global Compact – German Federal Financial Supervisory Authority (BaFin)
Integral Parts of Corporate Management and the company of transactions conducted on their own
Two voluntary global initiatives form the basis for sustain- account relating to the shares or debt instruments of that
able corporate management at WACKER: the chemical company or to derivatives or other financial instruments
industry’s Responsible Care ® initiative and the UN’s Global linked thereto within three business days. A reporting
Compact. WACKER has been an active member of the obligation exists, however, only where the total volume of
Responsible Care ® initiative since 1991. Program partici- the transactions made by the person concerned exceeds
pants undertake to continually improve health, safety and € 5,000 within a calendar year.
182 environmental performance on a voluntary basis – even in
the absence of statutory requirements. WACKER is equally In 2016, no reportable transactions were notified by
committed to the UN’s Global Compact initiative. We ob- members of the Executive and Supervisory Boards or by
serve the Global Compact’s ten principles, which address persons closely associated with them who are subject to
social and environmental standards, anticorruption and the reporting requirements.
protection of human rights. We also expect our suppliers
to respect the principles of the Global Compact, and we Blue Elephant Holding GmbH, which is majority-owned by
evaluate them on this point in our risk assessments. Dr. Peter-Alexander Wacker (Supervisory Board Chairman
of Wacker Chemie AG), holds over 10 percent of the shares
In 2011, WACKER created an internal Corporate Sustainability in Wacker Chemie AG.
department, which implements the company’s voluntary
commitments under Responsible Care ® and the Global Dealing Responsibly with Opportunities and Risks
Compact, and coordinates its sustainability activities Dealing responsibly with risks is an important part of
worldwide. good corporate governance. WACKER has in place an
o pportunity and risk management system to regularly
Social Commitments identify and monitor material risks and opportunities.
Companies can be commercially successful only if they Its objective is to recognize risks at an early stage and
have society’s trust. Consequently, WACKER is serious minimize them through systematic risk management. The
about its social responsibilities toward communities near Executive Board informs the Supervisory Board regularly
its sites and wherever people are in need around the about existing risks and their development. The Audit
world. We regularly promote and support a wide variety Committee regularly reviews the accounting process and
of charitable projects, organizations and initiatives. Our the effectiveness of the internal control, risk management
commitment covers activities relating to science, educa- and auditing systems. It is also involved in auditing the
tion, sports and various charities. financial statements. The opportunity and risk manage-
ment system is continuously being enhanced and adapted
to meet changing conditions.
Accounting and Auditing In September 2015, the Supervisory Board set the target
As stipulated by the Corporate Governance Code, we have for the proportion of women on the Executive Board for the
agreed with the auditors, KPMG AG Wirtschaftsprüfungs- period up to June 30, 2017 at zero.
gesellschaft, Munich, that the Chairman of the Supervisory
Board shall be informed without delay during the audit about Likewise in September 2015, and with a deadline for im-
any grounds for disqualification and /or bias. In addition, plementation of June 30, 2017, the Executive Board of
the auditors shall immediately report all significant discov- Wacker Chemie AG set target values of 10 percent for the
eries and events which concern the Supervisory Board’s management level directly below the Executive Board and
duties. If, in the course of their audit activities, the auditors 17.5 percent for the second management level below the
establish facts that reveal errors in the Declaration of Executive Board.
Conformity pursuant to Section 161 of the German Stock
Corporation Act, the Supervisory Board shall be notified Compensation Report
accordingly and /or a note included in the audit report. The following compensation report forms part of the com-
bined management report and of the audited consolidated
D&O Insurance financial statements.
WACKER has concluded a financial liability insurance policy
( i. e. D&O insurance) that also covers the activities of the Compensation System for the Executive Board
Executive Board and Supervisory Board members. This On the basis of preparatory input from the Executive
insurance provides for a statutory deductible for the Committee, the full Supervisory Board is responsible for
members of the Executive Board. determining the individual compensation paid to members
of Wacker Chemie AG’s Executive Board.
Supporting the Participation of Women in Executive
Positions as per Section 76 (4) and Section 111 (5) of the In accordance with the Executive Board compensation
German Stock Corporation Act system in effect since January 1, 2010, the Executive Board’s
Effective May 1, 2015, the Act on Equal Participation of compensation comprises the following key components:
Women and Men in Executive Positions in the Private and
the Public Sector calls for the Supervisory Board of Wacker (I) A fixed annual salary: 183
Chemie AG to be composed of at least 30 percent female The fixed annual salary is paid in equal monthly installments.
members and at least 30 percent male members. These
requirements apply to new appointments for the first time (II) A variable, performance-related bonus:
as of January 1, 2016. Since January 1, 2016, neither the The amount of the variable bonus (long-term bonus), which
shareholders nor the employees have made any new is paid annually and in arrears, depends on the achievement
appointments to Wacker Chemie AG’s Supervisory Board, of agreed annual Group targets set by the Supervisory Board
which is why the proportion of female members on the for all Executive Board members. The bonus is calculated
Supervisory Board remained unchanged at 12.5 percent based on target achievement in the reporting year, as well
in fiscal 2016 (one shareholder and one employee repre- as on average overall target achievement in the two years
sentative). As of January 1, 2017, Hansgeorg Schuster – prior to the reporting year. The targets are based on the
who had already been elected an alternate member during following key indicators: business value contribution, cash
the last employee-representative elections to the Super flow, target return, and return on capital employed (ROCE).
visory Board in March 2013 – automatically succeeded The computational target bonus in the event of 100-percent
employee representative Anton Eisenacker, who left the target achievement during the evaluation period depends
Supervisory Board with effect from December 31, 2016. on the Executive Board member in question and amounts
Since the election of Mr. Schuster was completed prior to to either 180 percent or 140 percent of the average annual
December 31, 2015, the new legal provisions did not yet base salary in the last year of the evaluation period. The
apply. The proportion of female members on the Super- maximum b onus, too, depends on the specific Board
visory Board therefore currently totals 12.5 percent. member and amounts to either 220 percent or 180 percent
of the average annual base salary in the last year of the
The act also requires Wacker Chemie AG to specify target evaluation period. The Supervisory Board thus has the
values for the proportion of women on the Executive Board discretion to increase or reduce the calculated bonus by
and in the two management levels below the Executive as much as 30 percent, taking into account all circum-
Board. The target values for the Executive Board are set by stances and the Executive Board member’s individual
the Supervisory Board and those for the two management performance. The Executive Board members are obligated
levels below the Executive board are set by the Executive to purchase Wacker Chemie AG shares for an amount
Board. equal to 15 percent of their annual gross bonus. A holding
period of two years applies to these shares.
(III) A contribution to retirement benefits: Total Compensation for the Members of the
The members of the Executive Board are entitled to pay- Executive Board for Fiscal 2016
ment of an annual retirement pension should the event The current level of each Executive Board member’s com-
insured against occur, i. e. when they reach retirement age pensation is listed in the tables below, which follow the
or become afflicted by permanent occupational disability. model tables recommended by the German Corporate
Before said event occurs, Dr. Rudolf Staudigl has a basic Governance Code (DCGK ).
entitlement to the premature payment of an annual pension
if he leaves the Executive Board against his will without With effect from April 1, 2016, Dr. Rudolf Staudigl’s gross
good cause or if he, of his own accord, ceases his activity fixed annual salary was increased from € 800,000 to € 840,000.
for good cause and the company is responsible for said Also with effect from April 1, 2016, Auguste Willem’s gross
cause. The amount of the pension is calculated on the fixed annual salary was increased from € 580,000 to € 610,000.
basis of the last pensionable fixed annual salary received These salary increases were paid pro rata temporis in 2016.
and the length of Executive Board membership. A percent- Said increases have no effect on calculation of the pension,
age of the pensionable base salary is defined as a basic since they were determined as additional fixed non-pen-
amount and adjusted by means of an annual percentage sionable compensation components. They are taken into
rate of increase for each year of service. Entitlement to a account, however, when calculating the long-term bonus.
pension presupposes at least five years of service on the
Executive Board. The following table shows the value of compensation and
benefits granted for fiscal 2016. It also lists minimum and
The company grants the members of the Executive Board maximum attainable values.
appropriate insurance coverage, in particular D&O insur-
ance, with a deductible as stipulated in the German Stock
Corporation Act ( AktG ).
Compensation and Benefits Granted for the Year Under Review ( Targets)
€ 2016 (target) 2016 (min.) 2016 (max.) 2015 (target) 2016 (target) 2016 (min.) 2016 (max.) 2015 (target)
Fixed compensation 1 830,000 830,000 830,000 800,000 602,500 602,500 602,500 580,000
Payment unrelated
to the accounting
period 2 – – – 28,125 – – – 20,625
Additional benefits 3 54,733 54,733 54,733 55,132 50,302 50,302 50,302 53,995
Multiyear variable
compensation 4 1,552,100 737,870 2,158,000 1,312,000 1,126,675 535,623 1,566,500 951,200
Total 2,436,833 1,622,603 3,042,733 2,195,257 1,779,477 1,188,425 2,219,302 1,605,820
Pension expenses 5 10,079 10,079 10,079 10,583 538,976 538,976 538,976 598,603
Total compensation 2,446,912 1,632,682 3,052,812 2,205,840 2,318,453 1,727,401 2,758,278 2,204,423
Fixed compensation 1 580,000 580,000 580,000 400,000 400,000 400,000 400,000 66,668
Payment unrelated
to the accounting
period 2 – – – 15,000 – – – –
185
Additional benefits 3 44,479 44,479 44,479 44,391 49,709 49,709 49,709 8,100
Multiyear variable
compensation 4 1,084,600 515,620 1,508,000 516,000 588,000 280,000 832,000 86,000
Total 1,709,079 1,140,099 2,132,479 975,391 1,037,709 729,709 1,281,709 160,768
Pension expenses 5 456,746 456,746 456,746 354,563 172,075 172,075 172,075 1,201,045
Total compensation 2,165,825 1,596,845 2,589,225 1,329,954 1,209,784 901,784 1,453,784 1,361,813
1
Calculation of the pensionable portion of the compensation excluded an amount of € 3 0,000 (Dr. Staudigl ) and € 2 2,500 (Mr. Willems) in 2016.
2
In 2015, the Executive Board members were each paid the second 50-percent installment of the amount withheld in 2013.
3
Additional benefits include, in particular, social insurance allowances and the use of a company car.
4
Multiyear refers to the assessment basis. The Executive Board members purchase Wacker Chemie AG shares in the amount of 15 percent of their annual gross
bonus ( holding period of two years). Once determined, the fixed bonus amount calculated using a three-year assessment basis is not influenced by subsequent
developments. Calculation of the minimum and maximum values took the actual level of target achievement in the two previous years into consideration. The
following values were set for 2016: a minimum value of 0 percent and a maximum value of either 220 percent or 180 percent. The disclosure of each theoretically
achievable minimum or maximum value also includes the Supervisory Board’s potential scope of discretion.
5
Service cost, pursuant to IAS 19, from pension commitments and other pension-related benefits. In connection with the appointment of Dr. Hartel to the Executive
Board of Wacker Chemie AG, a past service cost in the amount of € 1,119,185 was incurred in 2015.
The following table shows the payments for fiscal 2016 from
fixed compensation, additional benefits and variable com-
pensation – grouped according to one-year and multiyear
variable compensation – as well as pension expenses.
1
Calculation of the pensionable portion of the compensation excluded an amount of € 3 0,000 (Dr. Staudigl ) and € 2 2,500 (Mr. Willems) in 2016.
2
In 2015, the Executive Board members were each paid the second 50-percent installment of the amount withheld in 2013.
3
Additional benefits include, in particular, social insurance allowances and the use of a company car.
4
Multiyear refers to the assessment basis. The Executive Board members purchase Wacker Chemie AG shares in the amount of 15 percent of their annual gross
bonus ( holding period of two years). Once determined, the fixed bonus amount calculated using a three-year assessment basis is not influenced by subsequent
developments.
5
Service cost, pursuant to IAS 19, from pension commitments and other pension-related benefits; this does not concern payments during the fiscal year.
In connection with the appointment of Dr. Hartel to the Executive Board of Wacker Chemie AG, a past service cost in the amount of € 1,119,185 was incurred in 2015.
Compensation for Former Members of the The members of the Supervisory Board are compensated
Executive Board and Their Surviving Dependents
for any outlays incurred in connection with the execution
€ 2016 2015 of their duties with an annual lump sum of € 20,000, and are
also reimbursed for any VAT payable on that lump sum.
€ 2016 2015
Declaration by the
Executive Board on
Accounting Methods
and Auditing
Multiyear Overview
Employees (average for the year) 17,118 1.1 16,937 16,744 16,134 16,663
Employees (Dec. 31) 17,205 1.4 16,972 16,703 16,009 16,292
191
Share and valuation
Consolidated net income 189.3 – 21.7 241.8 195.4 6.3 114.7
Earnings per share (€ ) = consolidated net income /
n umber of shares 3.61 – 27.4 4.97 4.1 0.05 2.4
Market capitalization
(total number of shares without treasury shares) 4,910.7 27.5 3,851.0 4,523.2 3,994.1 2,466.5
Number of shares 49,677,983 – 49,677,983 49,677,983 49,677,983 49,677,983
Price as of reporting date December 31 98.85 27.5 77.52 91.05 80.4 49.7
Dividend per share (€ ) 2.00 – 2.00 1.50 0.50 0.60
Dividend yield (%) 2.6 n. a . 2.2 1.7 0.8 1.0
Capital employed 6,018.0 2.4 5,875.4 5,260.7 5,238.2 4,979.0
EBITDA Dispersions
Earnings before interest, taxes, depreciation and amor Binary system in which one component is finely dispersed
tization. in another. VINNAPAS ® dispersions from WACKER are vinyl-
acetate-based binary copolymers and terpolymers in liquid
Equity Ratio form. They are mainly used as binders in the construction
The equity ratio is calculated from the ratio of equity to a industry, e. g. for grouts, plasters and primers.
company’s total assets. It indicates the level of economic
and financial stability at a company. Dispersible Polymer Powders
Created by drying dispersions in spray or disc dryers.
IFRS VINNAPAS ® polymer powders from WACKER are recom-
The International Financial Reporting Standards (until 2001 mended as binders in the construction industry, e. g. for tile
International Accounting Standards, IAS) are compiled and adhesives, self-leveling compounds and repair mortars.
published by the London-based International Accounting The powders improve adhesion, cohesion, flexibility and
Standards Board (IASB). Since 2005, publicly listed EU-based flexural strength, as well as water-retention and processing
companies have been required to use IFRS in accordance properties.
with IAS regulations.
ROCE
Return on capital employed is the profitability ratio relating
to the capital employed.
Elastomers Silicon
Polymers that exhibit almost perfectly elastic behavior, i. e. After oxygen, silicon is the most common element in the
they deform when acted upon by an external force and earth’s crust. In nature, it occurs without exception in the
return to their exact original shape when the force is form of compounds, chiefly silicon dioxide and silicates.
removed. While the duration of the force has no effect on Silicon is obtained through energy-intensive reaction of
perfectly elastic behavior, the temperature does. quartz sand with carbon and is the most important raw
material in the electronics industry.
Ethylene
Ethylene is a colorless, highly reactive gas and a key raw Silicon Wafer
material in the chemical industry. A silicon wafer is a disc with a thickness of between
a pproximately 200 and 800 μm and is used by the semi-
Polymer conductor industry for the manufacture of semiconductor
A polymer is a large molecule made up of smaller molecular devices, i. e. integrated circuits and discrete components.
units (monomers). It contains between 10,000 and 100,000
monomers. Polymers can be long or ball-shaped. Silicones
General term used to describe compounds of organic mol-
Polymer Blends ecules and silicon. According to their areas of application,
Mixtures of synthetic and natural products in which silicones can be classified as fluids, resins or rubber grades.
the renewable raw material forms the main component Silicones are characterized by a myriad of outstanding
comprising at least 65 percent. The VINNEX® binder system properties. Typical areas of application include construc-
a llows polymer blends to be produced from renewable tion, the electrical and electronics industries, shipping and
raw materials such as starch, polylactic acid ( PLA ) or transportation, textiles and paper coatings.
polyhydroxyalkanoates (PHA ).
Siloxanes
Polysilicon Systematic name given to compounds comprising silicon
Hyperpure polycrystalline silicon from WACKER POLYSILICON atoms linked together via oxygen atoms and with the
is used for manufacturing wafers for the electronics and remaining valences occupied by hydrogen or organic 193
solar industries. To produce it, metallurgical-grade silicon groups. Siloxanes are the building blocks for the polymers
is converted into liquid trichlorosilane, highly distilled and ( polysiloxane and polyorganosiloxane) that form silicones.
deposited in hyperpure form at 1,000 ° C.
VINNAPAS®
Pyrogenic Silica VINNAPAS ® is the name of WACKER’s product line of disper-
White, synthetic, amorphous silicon dioxide (SiO2 ) in pow- sions, polymer powders, solid resins and their associated
der form, made by flame hydrolysis of silicon compounds. product solutions. VINNAPAS ® dispersions and polymer
It is versatile in applications as an additive for silicone powders are primarily used in the construction industry
rubber grades, sealants, surface coatings, pharmaceuticals as polymeric binders, e.g. in tile adhesives, exterior insu-
and cosmetics. lation and finish systems (EIFS) / external thermal insulation
composite systems (ETICS), self-leveling compounds, and
Semiconductor plasters.
A substance whose electrical conductivity is much lower
than that of metals, but increases dramatically as the
temperature rises. Semiconductors can be modified for a
particular purpose by doping them with foreign atoms.
Silanes
Silanes are used as monomers for the synthesis of silox-
anes or sold directly as reagents or raw materials. Typical
applications include surface treatment, reagents in pharma-
ceutical synthesis or coupling agents for coatings.
List of Tables and Figures 2.37 Cash Flow from Operating Activities
(Gross Cash Flow) 69
2.38 Cash Flow from Long-Term Investing
Activities before Securities 69
2.39 Net Financial Debt 70
2.40 R&D Expenses 71
2.41 New-Product Rate (NPR) 72
2.42 Investments in R&D Facilities 72
2.43 Breakdown of R&D Expenditures 72
Cover 2.44 Employees in R&D as of December 31 73
2.45 R&D Organization 73
WACKER at a Glance C2 2.46 Key Product Launches in 2016 74
Financial Calendar 2017 C3 2.47 Number of Employees at December 31 75
Contacts & Publishing Details C3 2.48 Number of Temporary Workers at December 31 75
2.49 Personnel expenses 75
2.50 Idea Management 77
2.51 Employee Turnover Rate 77
A– 2.52 Demographic Analysis of German and
International Sites in 2016 77
For Our Shareholders 2.53 Workplace Accidents Involving Permanent
1.1 WACKER Share Performance ( indexed to 100) 37 Staff and Temporary Workers – Group 79
1.2 Facts & Figures on Wacker Chemie AG’s Stock 38 2.54 Product Lifecycles 81
1.3 Dividend Trends 38 2.55 Environmental Indicators from 2012 to 2016 81
1.4 Useful Information on WACKER Stock 38 2.56 Electricity Supply 82
1.5 Banks and Investment Firms 2.57 Energy Consumption 83
Covering and Rating WACKER 39 2.58 Procurement Volumes ( incl. Procurement
for Capital Expenditures) 83
2.59 Plant Utilization in 2016 84
2.60 Key Start-Ups 84
B– 2.61 Breakdown of Marketing Costs 85
2.62 Tradeshows 85
Combined Management Report 2.63 Statement of Income 86
2.1 Key Factors for Multidivisional Sites 43 2.64 Statement of Financial Position 88
2.2 WACKER’s Production and Sales Sites 2.65 “Three Lines of Defense” Model 91
and Technical Competence Centers 44 2.66 Risk Management System 92
194 2.3 Executive Board Responsibilities 45 2.67 Basis of Our Internal Control System (ICS) 93
2.4 Group Structure 45 2.68 Probability and Possible Impact of Our Risks in 2017 95
2.5 Group Structure in Terms of 2.69 Controlling Financial Risks 99
Managerial Responsibility 46 2.70 Opportunity Management System 104
2.6 WACKER’s Competitive Positions 47 2.71 Overview of Business Opportunities 104
2.7 Leading Operational Indicators 48 2.72 Sales Volumes: Opportunities and Risks 105
2.8 Strategy at Each Business Division 50 2.73 GDP Trends in 2017 106
2.9 Non-Financial Performance Indicators Used 2.74 Construction-Industry Growth Rates by Region,
for Decision-Making in Parts of the Company 52 2017 to 2019 107
2.10 Planned and Actual Figures 52 2.75 WACKER’s Key Customer Sectors 107
2.11 ROCE and BVC 52 2.76 Photovoltaic-Market Trend in 2017 108
2.12 Strategic and Operational Planning 53 2.77 Facility Start-Ups in 2017 110
2.13 Information Required by Section 315 (4) 2.78 WACKER’s Environmental Targets through 2022 111
of the German Commercial Code (HGB) 54 2.79 Outlook for 2017 112
2.14 GDP Trends in 2016 55
2.15 Growth Rate of Construction by Region in 2016 56
2.16 Installation of New PV Capacity in 2015 and 2016 56
2.17 Spot-Price Trends for WACKER’s Key Raw Materials 57 C–
2.18 Comparing Actual with Forecast Performance 59 Consolidated Financial Statements
2.19 Expenses by Cost Type 60
2.20 Reconciliation of EBITDA to EBIT 60 3.1 Statement of Income 117
2.21 Reconciliation of EBIT to Net Income for the Period 61 3.2 Statement of Comprehensive Income 118
2.22 Year-over-Year Sales Comparison 61 3.3 Statement of Financial Position 119
2.23 Key Data: WACKER SILICONES 62 3.4 Statement of Cash Flows 120
2.24 Key Data: WACKER POLYMERS 63 3.5 Statement of Changes in Equity 121
2.25 Key Data: WACKER BIOSOLUTIONS 63 3.6 Reconciliation of Other Equity Items 122
2.26 Key Data: WACKER POLYSILICON 63 3.7 Segment Information by Division 123
2.27 Key Data: SILTRONIC 64 3.8 Segment Information by Region 124
2.28 Divisional Shares in External Sales 64
2.29 External Sales by Customer Location 65
2.30 External Sales by Group Company Location 65
2.31 Trends: Assets 65
2.32 Working Capital 66
2.33 Asset and Capital Structure 66
2.34 Trends: Equity and Liabilities 67
2.35 Net Cash Flow 69
2.36 Net Cash Flow 69
F–
A– financial liabilities 67, 87 – 89, 136, 154 – 155
accounting and valuation methods, financial position, financial situation 33, 52, 68 – 71, 88,
reporting principles 93, 132 – 139, 188 98 – 100
amortization 51, 86 – 87, 131, 133, 169, 192 financing measures 53
auditors’ report 35, 90, 125, 188 – 189 fixed assets 60, 66, 86, 88, 103, 120, 123,
139, 142, 156, 190 – 192
C–
capital expenditures 33, 49 – 53, 58, 66, 71, 83, G–
98, 104, 109, 112 – 113 glossaries 192 – 193
cash flow 50 – 53, 59, 65, 68 – 71, 89 – 90, 100, 104, group structure 46
106, 112 – 113, 118, 120, 122, 130 – 131, 134,
136, 147, 162, 164, 166, 168 – 169, 183, 191 – 192
compensation 34, 45, 51, 67, 76 – 77, 103, 149, 151 – 152, I–
157, 174 – 175, 178, 181, 183 – 187 innovations 11, 19, 48 – 49, 72, 74, 108
consolidated financial statements 117 – 189 intangible assets 64 – 6 5, 119 – 120, 123 – 124, 131,
corporate governance 34 – 35, 45, 125, 178 – 184 133, 141 – 142, 147, 169
interest result, net interest income 61, 86 – 87, 120, 137,
139 – 140, 165 – 166
D– inventories 52, 65 – 66, 86, 88, 95, 195
depreciation 49, 51, 59 – 61, 66, 69, 71, 86 – 88, 119 – 120, 137, 139, 144, 192
98, 109, 112 – 113, 120, 123, 127, 131, investments 33, 49 – 52, 58 – 59, 62 – 66, 69, 72,
133 – 134, 137, 142 – 143, 169, 192 84, 86 – 87, 89 – 90, 98 – 99, 102, 109, 112,
dividend 38, 59, 67, 69 – 70, 86 – 89, 113, 118, 120, 122, 128, 131, 135 – 136, 138,
120 – 121, 129, 135, 143, 147 – 148, 159, 191 141, 145, 147, 152, 165 – 166, 168, 191
investments in joint ventures and associates,
equity-accounted investments 65 – 66, 86 – 87, 98, 117, 119,
E– 123, 129, 135, 139 – 140, 143 – 144,
earnings 60 – 6 5, 86, 93, 95 – 97, 101 – 103, 162, 169
125 – 128, 143, 158, 188 – 189 investor relations, investors 31, 36, 38 – 40, 45, 65,
earnings per share 38, 159, 191 147, 177, 179
EBIT 51 – 52, 60 – 6 4, 117, 123, 169 – 170, 190 – 192
EBITDA 33, 48, 50 – 53, 58 – 60, 62 – 6 4, 71, 86, 90,
112 – 114, 123, 130, 165 – 166, 169, 190 – 192 L–
economic trends 55 liabilities 52 – 53, 66 – 67, 88 – 89, 99, 119 – 120, 126,
employees 9, 24, 33, 35, 43, 52, 54, 59, 62 – 6 4, 68, 129, 131 – 132, 134 – 139, 141, 148,
73 – 79, 84, 87, 89, 91, 93 – 94, 100 – 101, 103 – 104, 154 – 157, 159 – 174, 190
111, 123 – 124, 148 – 149, 153, 180 – 183, 190 liquidity 51, 66 – 6 8, 70, 89, 99 – 100, 148,
environmental protection 46, 53, 67, 79 – 80, 89 – 90, 152, 156, 165, 168 – 169, 190
132, 138, 153 – 154, 182
equity 65 – 67, 71, 88 – 89, 100, 118 – 119, 121 – 122,
129 – 131, 133, 135 – 137, 141, 143 – 144, 146 – 148, M–
163 – 164, 166 – 167, 171 – 172, 189 – 192 management processes 51 – 53
events after the balance sheet date 175 management report 41 – 114
R– W–
rating 70, 99, 132, 165 WACKER BIOSOLUTIONS 2, 31, 33, 45 – 48, 50, 55, 59,
report of the supervisory board 32 63 – 6 4, 73, 75, 85 – 87, 105, 109 – 110,
research and development, R&D 31, 45, 61, 63, 68, 112 – 113, 128, 177, 192
71 – 75, 81, 98, 101, 105, 110, WACKER POLYMERS 31, 33, 45 – 48, 50, 55 – 56, 59,
133, 177, 181 – 182 62 – 6 4, 72 – 74, 84 – 87, 96, 105,
risk management system 35, 90 – 94, 106, 165, 182 108 – 109, 111 – 113, 177
WACKER POLYSILICON 31, 45 – 48, 50, 56, 59 – 60, 63 – 6 4,
71, 73, 75, 84, 86 – 87, 89, 96,
S– 105 – 106, 112 – 113, 177
sales trend 48, 55, 63, 71 WACKER SILICONES 7 – 11, 24, 31, 33, 45 – 48, 50,
scope of consolidation 70, 90, 121, 123 – 124, 127 – 128, 55 – 56, 59, 62, 64, 66, 73 – 74, 84 – 87,
131, 139, 142 – 143, 146, 150, 168, 189 96, 105, 108 – 109, 112 – 113, 177
Our Annual Report was published on March 14, 2017. It is available that may cause the actual figures to differ considerably from
in English and German and you can access both versions online. the forward-looking statements. Factors that may cause such
www.wacker.com/annual-report discrepancies include, among other things, changes in the eco-
nomic and business environment, variations in exchange and
This Annual Report contains forward-looking statements based interest rates, the introduction of competing products, lack
on assumptions and estimates of WACKER ’s E xecutive Board. of acceptance for new products or services, and changes in
Although we assume the expectations in these forward-looking corporate strategy. WACKER does not plan to update the forward-
statements are realistic, we cannot g uarantee they will prove to looking statements, nor does it assume the obligation to do so.
be correct. The assumptions may harbor risks and u ncertainties
Investor Relations
April Joerg Hoffmann
Head of Investor Relations
27
Tel. +49 89 6279-1633
[email protected]
Interim Report
on the 1st Quarter of 2017
Media Relations
Christof Bachmair
Tel. +49 89 6279-1830
[email protected]
May
19
Publisher
Annual Shareholders’ Meeting Wacker Chemie AG
Corporate Communications
Hanns-Seidel-Platz 4
81737 München, Germany
Tel. +49 89 6279-0
July Fax +49 89 6279-1770
28 www.wacker.com
Interim Report
Overall Responsibility
on the 2nd Quarter of 2017 Jörg Hettmann
Project Coordination
October Heide Feja
26
Concept and Design
Interim Report hw.design, München, Germany
on the 3rd Quarter of 2017 www.hwdesign.de
Wacker Chemie AG
Hanns-Seidel-Platz 4
81737 München, Germany
Tel. + 49 89 6279 - 0
Fax + 49 89 6279 -1770
www.wacker.com