Central Risk Areas

Overall Economic Risks

Scenario

Continuing economic slowdown.

Impact on WACKER

Production-capacity utilization drops, specific manufacturing costs rise, and the Group’s sales and earnings decline.

Measures

We counter this risk by continuously monitoring economic trends in our key sales markets. If we detect economic weakness, we take early precautions to flexibly adjust production capacities, resources and inventories in line with customer demand. In such cases, we focus on production locations with the best cost position and temporarily shut down some production facilities. To counter an economic slowdown, we also use the instrument of short-time work and do not extend temporary employment contracts. In response to weaker business in our WACKER POLYSILICON and Siltronic divisions in 2012, we reduced the number of temporary workers, introduced short-time work and postponed the scheduled recruitment of additional personnel indefinitely.

Assessment

We expect the global economic environment to remain difficult in 2013. The ongoing crisis surrounding the euro continues to weigh on the world economy. Growth in the emerging economies (Brazil, China and India) could regain momentum following weaker growth in 2012. However, the risk of economic activity slowing remains.

Sales-Market Risks

Scenario 1

Chemical-segment overcapacity.

Impact on WACKER

Price and volume pressure on our products.

Measures

WACKER minimizes this risk in various ways. For example, we align production with demand and perform quantity controls to ensure appropriate plant-utilization rates. Our approach also includes structured price management, process optimization and intense development of growth markets. Importantly, a key ongoing goal is to increase the share of cyclically resilient product groups in our portfolio and to rank among the global leaders in all our business fields. By cooperating closely with customers, we aim to quickly open the way to novel applications, thus fostering long-term customer loyalty.

Assessment

Overcapacity-related risks for our products are expected to remain constant in 2013. At WACKER POLYMERS, we anticipate overcapacity for dispersions and dispersible polymer powders in Asia. Nevertheless, we expect plant utilization to be strong despite this overcapacity. WACKER SILICONES faces overcapacity for siloxane production in China and for certain segments (such as liquid silicone rubber) – which could reduce plant utilization. Our chemical divisions’ product prices will remain under pressure in 2013.

Scenario 2

Cyclical fluctuations and intense competition on the semiconductor market.

Impact on WACKER

Volume and price declines.

Measures

Siltronic tries to reduce these risks through systematic cost management and through flexible structures and production operations. We have aligned our capacity for <300 mm diameters with market trends by closing the Hikari, Japan, site in 2012 and halting 150 mm silicon-wafer production at Portland.

Assessment

2013 will be another challenging year for the semiconductor industry. Market researchers expect volumes to increase by 7 percent, with the pressure on prices remaining high. We expect stronger demand for 200 and 300 mm silicon wafers. Our capacity adjustments for <300 mm silicon wafers will improve plant utilization.

Scenario 3

Polysilicon price and volume risks among producers, harsher market conditions due to lower state incentives, and an increasingly difficult financial situation for many customers.

Impact on WACKER

Potential volume risks – plus stronger, competitive price pressure on margins – could hold back sales and earnings, as could lower state incentives for photovoltaic systems in certain countries.

Measures

We counter this risk by continually improving our productivity, cost positions and quality. If demand falls, we adjust our production capacities flexibly in line with the market trend. We responded to market developments in 2012 by agreeing additional individual arrangements with our customers to adjust to the situation. In October 2012, we introduced short-time work in individual areas of the Burghausen plant. Due to the difficult market environment, we have decided not to start up the new site in Tennessee until mid-2015, 18 months later than planned.

Assessment

The photovoltaic industry continues to suffer from production overcapacity and price pressure at all stages of the value chain. The industry’s consolidation process will continue in 2013. In certain countries, we also expect to see further cuts in state incentives for photovoltaics. Conversely, some markets – such as China, Japan and the USA – saw a considerable expansion of incentives. There remains a high risk that not all the volumes manufactured will be sold to customers. On the other hand, the marked fall in prices for polysilicon, wafers, cells and modules makes photovoltaics more competitive. The levelized cost of solar systems will therefore be lower than for other renewable energies. This trend will make it easier to access new markets and will promote further growth in the global market for photovoltaic applications. Overall, as a cost and quality leader, we expect to emerge from this consolidation process with renewed strength.

Procurement-Market Risks

Scenario

Higher raw-material and energy prices, and bottlenecks in the supply of certain raw materials.

Impact on WACKER

Earnings dampened by higher raw-material and energy prices. In the event of supply bottlenecks, delivery times to customers grow longer and there could be sales-volume losses.

Measures

We regularly perform risk monitoring (“raw-material matrix”) for strategic raw materials and energy. This process is a clear, quick way of pinpointing existing risks and is the starting point for developing strategies and measures. We minimize risks through long-term supply contracts with highly creditworthy partners, through centrally negotiated procurement agreements and by having multiple suppliers for any one product. With the acquisition of the silicon-metal production site in Holla (Norway), we have achieved backward integration for one of our key raw materials, substantially reducing our dependency on external suppliers. We are now in a position to produce – to a high quality standard – just under one-third of the quantities we need ourselves. On the electricity market, we practice structured procurement. We purchase electricity at different moments in time while simultaneously covering our remaining needs on the spot market. This reduces our price risk.

Assessment

Our good position for energy and raw-material procurement means we are now better able to manage the risks inherent in both economic upturns and downturns. If the global economy should weaken markedly, our contracts for key raw materials allow us to adjust purchase volumes flexibly and to benefit – wherever possible – from price decreases through escalator clauses. If the global economy grows, we have volume and price guarantees such that we do not see any major risks affecting the supply of raw materials. Prices for methanol and ethylene (petrochemical raw materials) are likely to climb further. However, that will largely depend on how the world economy performs. A recession would cause raw-material prices to fall. We expect energy prices to remain relatively stable in 2013. The risk of rising energy prices is low in the short term. Silicon prices are falling slightly. Regulatory requirements or additional costs, such as electricity tax or levies or future changes relating to German renewable energy (EEG) legislation, can influence energy costs.

Market-Trend Risks

Scenario

An incorrect projection of market trends, and lack of customer acceptance for newly developed products.

Impact on WACKER

If we misjudge future market trends, this could impact our market strength and earnings position. New product developments that fail to meet market needs could negatively impact our sales and earnings.

Measures

WACKER works closely with its customers and, therefore, has reliable information for developing new products and applications. At the same time, we monitor the market and our competitors very closely (all the way down to a business-field level), hold customer and supplier interviews and regularly attend tradeshows that are important to WACKER. In individual cases, we commission market research. We minimize risks relating to product developments by collaborating on specific projects with customers. WACKER also cooperates with universities and scientific institutions on R&D projects to stay abreast of state-of-the-art technological and product-development trends.

Assessment

WACKER has many years of market experience and can update its detailed planning as soon as market developments change. We consider the risk of misjudging market trends, or not reacting to them appropriately, to be low.

Investment Risks

Scenario

Bad investments, higher-than-expected investment costs, postponed plant start-ups and deterioration of original market projections, acceptance of risk from investments in joint ventures and associates.

Impact on WACKER

Bad investments lead to idle-capacity expenses and/or impairments of assets and investments. Higher investment costs will lead to higher depreciation expenses in our operating result. Postponed start-ups pose the risk of being unable to fulfill supply agreements and, thus, of posting lower sales and earnings.

Measures

As with many competitors, WACKER has its own Corporate Engineering department with some 400 employees. This department ensures that projects are implemented as timely and on-budget as possible, thanks to its many years of experience in planning new production facilities, in monitoring assembly work and construction sites, in project-budget management, and in plant start-ups.

WACKER has numerous measures in place for countering investment risks. We check the completeness and plausibility of plans for all new projects with an investment volume exceeding €1.5 million. Economic feasibility is assessed using comparative studies that look at other plant projects, including those of competitors. Investments are approved in stages only. Intensive project-budget management helps prevent or minimize delays.

By establishing partnerships with companies such as Samsung or Dow Corning, we have reduced our own investment risk. In this regard, however, there are long-term purchasing and financing commitments with the respective associated companies or joint ventures. At the same time, the result from investments in joint ventures and associates can influence our profitability.

Due to the difficult market environment, we have decided not to start polysilicon production at the new site in Tennessee until mid-2015, 18 months later than planned. This can lead to higher investment or other costs stemming from contractual agreements with suppliers.

Assessment

Over the past few years, WACKER has demonstrated that it can complete complex technical investment projects on schedule, or even earlier than planned. WACKER’s Corporate Engineering department plays a major role here by providing engineering expertise. Nothing has changed in this regard. The investment project in Tennessee has been extended over a longer time horizon in view of the market environment. We will keep a close eye on the market and adjust the project’s timescale as appropriate.

Production Risks

Scenario

Risks relating to the production, storage, filling and transport of raw materials, products and waste.

Impact on WACKER

Potential personal injury, property damage, environmental impairment, production downtimes and operational interruptions, and the obligation to pay damages.

Measures

WACKER coordinates its operational processes through its integrated management system (IMS). The system regulates workflows and responsibilities, attaching equal importance to productivity, quality, the environment, and health and safety. Our IMS is based on legal regulations, and on national and international standards, such as Responsible Care^® and the Global Compact, which go far beyond legally-prescribed standards. We monitor maintenance extensively and regularly perform inspections to ensure the highest possible level of operational safety at our production sites. We conduct thorough safety and risk analyses, from the design stage through to commissioning, to ensure our plants’ safety. We regularly hold seminars on plant/workplace safety and explosion protection. Every WACKER site has its emergency response plan to regulate cooperation between internal and external emergency response teams, and with the authorities. When we work with logistics providers, we ensure that hazardous-goods vehicles are always checked prior to loading and faults are systematically recorded and tracked.

Assessment

Risks stemming from the production, storage, filling and transport of raw materials, products and waste can never be completely ruled out. Currently, we see no risks that could constitute a serious threat.

Financial Risks

WACKER is exposed to financial risks from ongoing operations and financing. Such risks include credit, market-price, financing and liquidity risks. They are managed by the individual WACKER departments responsible for them. We employ primary and derivative financial instruments to cover and control the financial needs and risks necessitated by our operations. Such financial instruments are not to be used unless they are based on actual or planned operational business. The Notes to the Consolidated Financial Statements provide extensive information about risk hedging using derivative financial instruments. See further details in Note 20 of the Notes section

Credit Risks

Scenario

Customers or business partners fail to meet their payment obligations.

Impact on WACKER

Losses on trade receivables, and bank failures due to the banking crisis.

Measures

We use a variety of instruments to reduce the risk of any loss on receivables. Depending on the nature and scope of what we provide, we may demand collateral, including retention of title. Other preventive measures range from references and credit checks, to the evaluation of historical data from our business relationship to date (particularly payment behavior). We take out credit insurance to minimize the risk of default. We prevent counterparty risk vis-à-vis banks and contractual partners by carefully selecting these partners. We strictly limit cash investments and derivative dealings to banks with a minimum rating of A – from Standard & Poor’s or a comparable rating agency. Investment activities are additionally subject to maximum investment and term limits. In exceptional cases, investments or derivative dealings may be conducted with banks of lower creditworthiness within tight limits and terms. The same criteria apply to the acquisition of government and corporate bonds.

Assessment

The risks stemming from credit business are manageable and we consider the probability of their occurrence to be low. Credit risks from other contractual obligations are posed by “other” financial assets, current banking assets, and derivative financial instruments. Our Corporate Finance department centrally handles global dealings with currency-exchange and interest derivatives, as well as liquidity management. We consider that this approach to counterparty risk keeps our risk concentration in relation to bank failures at a low level. See further details in Note 20 of the Notes section

Market-Price Risks and Risks of Fluctuating Payment Flows

Scenario

Fluctuations in currency-exchange rates, interest rates and raw-material prices.

Impact on WACKER

Effect on earnings, liquidity and financial investments.

Measures

Currency-exchange risks primarily arise from exchange-rate shifts for receivables, liabilities, and cash and cash equivalents that are not held in euros. The currency risk stemming from financial instruments is of particular importance in respect of the US dollar, Japanese yen, Singapore dollar and Chinese renminbi. WACKER hedges the resultant net exposure – as of a certain level – via derivative financial instruments, with the exception of the Chinese renminbi. The use of such instruments is governed by WACKER’s regulation on currencies. We employ currency-option and forward-exchange contracts, and foreign-exchange swaps. Foreign currencies are hedged predominantly for the US dollar, Japanese yen and Singapore dollar. Plus, we counter exchange-rate risks through our local production sites, and through local bank financing.

Interest-rate risks arise due to changes in market rates that impact future interest payments for variable-rate loans and investments. Thus, the changes have a direct influence on the Group’s liquidity and financial assets. When exposure for euro amounts is identified, interest-rate hedging is performed. The use of derivative financial instruments is governed by internal regulations that separate trading and settlement functions, and is subject to strict controls within the entire processing procedure. The effectiveness of the measures taken is continually monitored. In certain cases, commodity prices are hedged by traded futures.

Assessment

We hedge part of our US dollar, yen and Singapore dollar business. We assume that the euro will develop unfavorably by becoming stronger against the main foreign currencies relating to WACKER. The possible impact of a stronger euro will be partially cushioned by hedging measures. Consequently, we do not expect any major effects from exchange-rate shifts in 2013. Currently, we consider the influence of interest-rate risks to be low.

Liquidity Risk

Scenario

Lack of funds for payments, and tougher access to credit markets.

Impact on WACKER

Higher financing costs, and modifications to further expansion plans.

Measures

Liquidity risk is managed centrally at WACKER. Our Corporate Finance department employs efficient systems for both cash management and rolling liquidity planning. In order to counter financing risks, WACKER holds adequate long-term, contractually-agreed credit-lines, and has set aside sufficient liquidity. By means of cash pooling, liquid funds are passed on internally within the Group as required.

Assessment

WACKER’s liquidity declined in 2012 compared with the previous year as a result of high investment spending. Liquidity totaled €496.7 million at the reporting date. At that time, financial liabilities exceeded liquidity (consisting of current and noncurrent securities, and cash and cash equivalents) by €700.5 million. Concurrently, there were unused credit lines of some €640 million. We invest liquid funds only in issuers or banks that have a credit rating in the sound investment-grade range. The investment of liquid funds is, moreover, subject to limits that we have defined. We consider the probability of financing and liquidity risks actually materializing to be low. At the moment, we see no risks relating to financial-covenant infringements.

Pensions

Scenario

The greater life expectancy of pension-fund beneficiaries, additional obligations due to pay and pension adjustments, and falling discount factors increase the volume of pension obligations. Significant changes in the composition of the invested fund assets and capital-market interest rates produce a rise or fall in fund assets. Altered criteria used in the measurement of pension plans influence the net pension cost for the period.

As from 2013, IAS 19 requires enterprises to report actuarial gains and losses as well as other changes in value immediately and in full in other comprehensive income. This approach replaces the widely-used corridor method of not accounting for actuarial gains and losses immediately in the income statement. Equity will consequently drop upon first-time application of the new regulations, subsequently leading to greater volatility in equity. Other future changes to the principles applied in accounting for pensions may adversely affect the Group’s earnings, net assets and financial position.

Impact on WACKER

A large proportion of WACKER’s pension guarantees are covered by the Wacker Chemie VVaG pension fund, by pension-related funds and special-purpose assets, and by insurance plans. The largest contribution comes from the pension fund. A rise in the pension provisions as well as reduced plan assets and a possible injection of financial resources into the pension fund or into the plan assets will affect the financial position and earnings of the Group. Over and above the basic pension plan, there are defined-benefit insurance policies in the form of direct commitments. Additionally, employees have the option of converting part of their remuneration into direct benefit commitments. What is more, the greater life expectancy of pension-fund beneficiaries, pay and pension increases, and the discount factor (calculation of the present value proceeding from the final capital amount) also impact WACKER’s financial position and earnings to a substantial extent.

Measures

A large proportion of WACKER’s pension guarantees are covered by the Wacker Chemie VVaG pension fund, by pension-related funds and special-purpose assets, and by insurance plans. The pension fund manages the pension insurance of our German-based employees in accordance with its Articles of Association and General Terms and Conditions of Insurance. To ensure a sufficient rate of return and to limit investment risks, the fund diversifies its investment portfolio among various asset classes and regions. In managing its assets and liabilities, the pension fund controls and optimizes all asset items to attain the required return within specified risk limits. As one of the fund’s sponsoring entities, WACKER makes payments to it (when necessary), thereby ensuring sufficient coverage for pension obligations. We periodically adjust the calculation parameters of the other defined-benefit pension commitments (e.g. the minimum interest rate).

Assessment

Pension-fund beneficiaries are living longer, and capital-market interest rates have steadily declined in recent years. The rate of return will be insufficient to fulfill long-term pension obligations. The contribution for Wacker Chemie AG’s defined-benefit pension commitments thus rose from 250 to 350 percent of the employee contribution in 2012 to protect the pension fund. WACKER anticipates that it will have to make further payments to the pension fund in the future, along with increased pension payments to cover its other commitments. See further details in Note 13 of the Notes section

Other Risks

Emission Allowances Scenario

From 2013, WACKER’s CO₂ emissions exceed the expected number of allotted emissions certificates.

Impact on WACKER

Acquisition of emissions certificates, and higher specific production costs.

Measures

So far, WACKER has had a surplus of emissions certificates and the only effects we have experienced to date relate to electricity price rises. From 2013, according to EU and national decisions, we will need to include individual production facilities in the trading system, in addition to our power plants, which are already subject to emissions trading. We limit the costs for the emissions required by constantly working to improve our facilities’ energy efficiency.

Assessment

The necessary emissions certificates have been allotted to us free of charge for the 2008–2012 period. We assume that we will have to contend with additional, medium-term charges due to the purchase of emissions certificates.

Legal Risks

Scenario

Diverse tax, brand, patent, competition, antitrust, environment and contract-related legal risks could arise from our international business.

Impact on WACKER

Drawn-out legal disputes that could impact our company’s operations, image and reputation, and that could be costly.

Measures

We limit legal risks via centralized contract management and via legal review by our legal department. In many cases, we seek highly-qualified and specialized external legal advice.

Our Intellectual Property department protects and monitors patents, brands and licenses. By reviewing patent regulations, we determine – before initiating R&D projects – whether existing third-party patents and intellectual property rights impair the competitive marketing of any newly developed products, technologies or processes.

We limit risks arising from possible legal infringements by means of compliance programs. WACKER’s Code of Conduct, which we expanded in 2012, defines and stipulates binding rules of behavior applicable to all employees. Through training programs, WACKER enhances awareness of these issues and attempts to prevent reputation-related risks.

Assessment

We currently do not foresee any legal disputes, patent infringements or other legal risks that could significantly influence our business.

Anti-Dumping Proceedings

Scenario

Anti-dumping proceedings by the European Union against Chinese solar businesses and anti-dumping proceedings by the Chinese Ministry of Commerce against polysilicon manufacturers from America, South Korea and Europe.

Impact on WACKER

Negative impact on the company’s net assets, financial position and earnings; influence on the plans for the further expansion of polysilicon, impact on long-term customer relations.

Measures

The EU is currently conducting anti-dumping and anti-subsidy proceedings against Chinese solar manufacturers. At the same time, the Chinese Ministry of Commerce has launched anti-dumping and anti-subsidy proceedings against polysilicon manufacturers from America, South Korea and Europe. By actively participating in these proceedings, WACKER is striving to prevent the imposition of punitive tariffs not only on Chinese solar manufacturers but also on polysilicon producers delivering into China. We have been registered by the EU as an interested party affected by the outcome of its proceedings. WACKER rejects all forms of restraints on trade. We are arguing our position in Brussels and holding numerous talks with various policymakers with a view to preventing the imposition of punitive tariffs against Chinese solar manufacturers. In addition, we are making our stance publicly known.

For the proceedings against polysilicon manufacturers from outside China, we are cooperating with the Chinese Ministry of Commerce. Both WACKER and its Chinese customers are making every effort to highlight the adverse impact of punitive tariffs on their business performance and the market as a whole.

A decision in both sets of proceedings is expected by mid-2013. The proceedings instigated by the Chinese Ministry of Commerce allow for an interim judgment, which may be published at an earlier date.

Assessment

It is unclear what verdicts the EU and the Chinese Ministry of Commerce will reach in their respective cases. WACKER anticipates that the rejection of punitive tariffs for Chinese solar businesses might have a positive influence on the outcome of proceedings in China. However, if both sides impose substantial punitive tariffs, there is a high risk to the future development of WACKER POLYSILICON, because our business would be seriously affected, and the asset value of our production facilities could be impacted.

IT Risks

Scenario

Attacks on, interference with, and unauthorized access to, IT systems and networks, threatening data security.

Impact on WACKER

Negative impact on the company’s financial situation, on production processes and on workflows; loss of know-how.

Measures

We continually monitor our use of information technology and do everything we can to ensure that IT-supported business processes function reliably. Our IT security and risk management specialists are responsible for handling hazards in a cost-efficient way. Their work is based on ISO 27001. Using risk analyses, we define the requirements for WACKER’s central systems – in terms of availability and data integrity/confidentiality. We anchor these requirements in service level agreements at our business divisions and corporate departments, and continually monitor compliance with those agreements. For our central ERP systems (Enterprise Resource Planning), we set – and exceeded – an availability goal of 99.5 percent for 2012. We achieved this primarily by designing our systems for maximum availability and by installing an associated backup and recovery procedure. We have taken appropriate precautions to cover emergency situations (business continuity management).

We minimize project-related IT risks with the help of a uniform project and quality-management method. It ensures that changes are integrated into our system landscape in a controlled manner. Systematic enterprise architecture management reduces complexity and risks.

As part of the risk management process, we log and evaluate any operations-related risks that arise and initiate countermeasures. We also optimize IT service management processes on an ongoing basis. We use state-of-the-art hardware and software solutions to counter network downtime, data loss or manipulation, and unauthorized access to our network. We use efficient software security programs to protect ourselves against malware. We have set up an international security team to address problems with the confidentiality, integrity and availability of data and systems by means of organizational and technical measures, and awareness programs. In addition, we regularly conduct comprehensive penetration tests and audits at domestic and international sites to prevent the risk of hacker attacks.

Assessment

We can never completely rule out interference with, and attacks on, our IT systems and networks. The long-term failure of IT systems or a major loss of data can considerably impair WACKER’s operations. Thanks to our precautionary measures, we do not consider the possible occurrence of such events – and the risks associated with them – to be high.

Personnel-Related Risks

Scenario

Demographic change, lack of qualified technical and managerial employees, and problems in filling executive positions.

Impact on WACKER

The lack of technical and managerial employees could dampen our continued growth and lead to the loss of our technological edge.

Measures

We counter these risks through personnel-policy measures. For example, we offer a wide variety of training programs, good social benefits and performance-oriented compensation. We also offer our employees various working-time arrangements and models, as well as opportunities to achieve a positive work-life balance.

WACKER has put a detailed groupwide successor-planning process in place for executives. For every upper management position, we observe up to three candidates to assess their potential and performance. In successor planning, WACKER distinguishes between short-term needs (up to two years) and medium-term ones (two to four years). Regardless of the above distinction, WACKER has appointed a deputy for each executive member in the event of a lengthy absence or illness.

Assessment

Demographic change will increase the risk of not being able to find enough appropriate personnel for qualified technical and managerial positions in the medium to long term. For 2013, we see only minor risks to our personnel needs.

External Risks

Scenario

Pandemic, natural disaster, war or civil war.

Impact on WACKER

Impairment of our entrepreneurial capacity to act, production downtimes, loss of trade receivables, impact on sales and earnings.

Measures

WACKER is a globally operating Group with production facilities and technical centers in Europe, the Americas and Asia, and about 50 sales offices worldwide. Pandemics, natural disasters and acts of war in individual countries or regions where we are active represent a potential risk to our business and production operations, product sales, fixed assets and therefore our net assets, financial position and earnings. Our managerial entities and our sites have worked out and publicized plans and measures to minimize the effects of a pandemic on the health of our employees and on our business processes. A standardized and coordinated approach is ensured by a “pandemic preparedness plan” (corporate regulation). The financial impact of damage to our production plants due to natural disaster is partly covered by insurance. Since WACKER has production sites on different continents, our manufacturing and delivery capability will remain viable to a certain extent even if particular plants should fail.

Assessment

Risks from pandemics, natural disasters, acts of war or civil war can never be ruled out entirely. Our preparedness plan and our internationally distributed production sites and local offices help to limit the impact of local or regional damage on our business processes.