Management Report of Wacker Chemie AG

(Additional Information Pursuant to the German Commercial Code)

The management report of Wacker Chemie AG and the Group management report for 2022 are combined in accordance with Section 315 (5) in connection with Section 298 (2) of the German Commercial Code (HGB). The annual financial statements of Wacker Chemie AG (prepared in accordance with the German Commercial Code) and the combined management report are published simultaneously in the electronic version of Germany’s Federal Gazette.

The combined management report includes all reporting elements pertaining to Wacker Chemie AG that are required by law. Further to our report on the WACKER Group, we explain here developments at Wacker Chemie AG.

Wacker Chemie AG is the parent company of the WACKER Group and has its headquarters in Munich, Germany. The parent company operates through four business divisions – WACKER SILICONES, WACKER POLYMERS, WACKER BIOSOLUTIONS and WACKER POLYSILICON – which generate a substantial portion of the Group’s sales. Wacker Chemie AG’s directly and indirectly held subsidiaries and investments located in Germany and abroad have a strong influence on its business. The company has a total of 50 subsidiaries, joint ventures and associated companies, and also provides the Group with corporate functions. Wacker Chemie AG’s Executive Board exercises key management functions for the Group as a whole, which include determining the Group’s strategy, allocating resources (such as funds for investment spending), and bearing responsibility for managing executive personnel and corporate finances. Wacker Chemie AG’s Executive Board also oversees communications with the company’s key stakeholders, especially with the capital markets and shareholders.

The key performance indicators used in corporate management are implemented groupwide in the business divisions. Corporate goals are defined and reported for the divisions on a groupwide basis. Even though Wacker Chemie AG is an independent entity, no separate key performance indicators are defined or reported for it. For more information, please refer to the respective details provided for the WACKER Group as a whole.

The general business conditions of Wacker Chemie AG are essentially the same as those of the Group.

The annual financial statements of Wacker Chemie AG were prepared in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). These statements differ substantially from the IFRS figures in relation to fixed assets, depreciation/amortization and impairments, financial instruments, right-of-use assets and financial liabilities in connection with lease accounting, provisions for pensions, and deferred taxes. As regards EBITDA, there are only slight differences between IFRS and HGB figures.

Wacker Chemie AG’s Earnings Pursuant to the German Commercial Code

Wacker Chemie AG’s earnings again developed well in 2022, showing a significant increase in operating performance and EBITDA. At year-end, Wacker Chemie AG posted net income of €691.1 million (2021: €635.7 million). That was a year-over-year increase of €55.4 million.

Wacker Chemie AG’s sales once again rose substantially, climbing by 34 percent to reach €6.44 billion (2021: €4.81 billion). All of the business divisions contributed to this growth. At WACKER SILICONES, sales of €2.57 billion were up 32 percent (2021: €1.95 billion). WACKER POLYMERS’ sales grew to €1.12 billion (2021: €1.0 billion), an increase of 12 percent. Sales at WACKER BIOSOLUTIONS increased by €25.3 million to €181.2 million (2021: €155.9 million). In 2022, WACKER POLYSILICON posted significant growth in sales, with an increase of 49 percent to €2.29 billion (2021: €1.53 billion). Overall operating performance rose by €1.74 billion to €6.68 billion.

The cost of materials increased by €1.32 billion in 2022 to reach €3.66 billion (2021: €2.34 billion), chiefly due to higher energy costs. Procurement prices for strategic raw materials rose in 2022, with higher silicon metal prices having the biggest impact. Prices for methanol, ethylene and acetic acid increased as well. The material-to-sales ratio in 2022 was 54.8 percent (2021: 47.4 percent).

Personnel costs climbed by 15.6 percent to €1.25 billion (2021: €1.08 billion), driven by collective-bargaining agreements that included inflation-relief payments, higher variable compensation components due to be disbursed in 2023 and increased allocations to provisions for pensions. At year-end 2022, Wacker Chemie AG had 10,073 employees (Dec. 31, 2021: 9,724). The employee-expense ratio declined to 18.7 percent (2021: 21.9 percent).

Depreciation and amortization decreased by €0.4 million to €149.5 million (2021: €149.9 million) and were thus on par with the prior year.

The other operating result (other operating income less other operating expenses) fell by €184.0 million to €-25.5 million (2021: €-41.5 million). Other operating expenses include not only exchange-rate losses, but also selling expenses, maintenance, other contractor work, rents, servicing costs, R&D costs and costs assumed on behalf of subsidiaries. Selling expenses, in particular, were higher in 2022 due to increased logistics costs. Expenses for maintenance and other contractor work also increased slightly in 2022. The foreign currency result declined by €20.7 million to €-6.2 million (2021: €-5.5 million). The operating result was €897.2 million, up 9 percent (2021: €822.6 million). Sales growth in 2022 was the main reason for this increase.

The result from investments in subsidiaries, joint ventures and associates mainly comprised income from profit-and-loss transfer agreements and dividend payments. This income of €164.9 million was higher than the prior-year figure of €99.2 million. The increase was primarily attributable to higher earnings at the subsidiaries in Germany and to Siltronic AG’s significantly higher dividend payment. In addition, an impairment loss on the shares in Dow Siloxane (Zhangjiagang) Holding Co. Private Ltd., Singapore, was reversed in the amount of around €70 million. An impairment loss in the amount of €12.9 million was recognized on the stake in Wacker Química do Brasil Ltda., Jandira – São Paulo, Brazil.

The net interest result improved, reaching €-6.1 million (2021: €-05.1 million). This was mainly attributable to lower interest expense of €51.8 million on provisions for pensions (2021: €93.8 million).

Income tax expenses came to €-05.8 million (2021: €-02.5 million). The effective tax rate was 30.7 percent.

Net income came to €691.1 million. Retained profit for 2022 – calculated as the profit carried forward from the previous year less €397.4 million in dividends paid – totaled €2.03 billion (2021: €1.73 billion).

Net Assets and Financial Position of Wacker Chemie AG Pursuant to the German Commercial Code

Wacker Chemie AG’s total assets increased by 13 percent year over year to €7.94 billion (Dec. 31, 2021: €6.99 billion). The individual items in the statement of financial position did not develop uniformly.

In 2022, fixed assets increased to €4.28 billion (2021: €3.96 billion). Property, plant and equipment increased year over year, as capital expenditures in the amount of €293.3 million (Dec. 31, 2021: €183.1 million) exceeded depreciation of €146.1 million (Dec. 31, 2021: €146.6 million). Financial assets also increased, from €2.94 billion to €3.12 billion. Overall, fixed assets accounted for 54 percent of total assets, compared with 57 percent in the prior year.

Inventories increased year over year. They amounted to €1,001.3 million (Dec. 31, 2021: €663.7 million), up 51 percent. This was primarily due to the sharp increase in raw-material costs, especially for silicon metal. At €438.1 million as of the reporting date, trade receivables were on par with the prior year (Dec. 31, 2021: €438.6 million).

Other receivables and other assets amounted to €692.6 million as of the reporting date (Dec. 31, 2021: €391.8 million), up 77 percent. This was due chiefly to increased receivables from affiliated companies, which amounted to €515.7 million (Dec. 31, 2021: €291.0 million). They were attributable mainly to intercompany charges for project services.

As of December 31, 2022, Wacker Chemie AG held €753.2 million in securities and fixed-term deposits with maturities of over three months (Dec. 31, 2021: €712.9 million). Wacker Chemie AG’s bank deposits amounted to €718.3 million as of December 31, 2022 (Dec. 31, 2021: €770.5 million).

Equity came to €3.43 billion as of the reporting date (Dec. 31, 2021: €3.14 billion), yielding an equity ratio of 43.3 percent (Dec. 31, 2021: 44.9 percent). At Wacker Chemie AG’s annual shareholders’ meeting, a resolution was passed to distribute a dividend of €397.4 million from the retained profit for 2021. The remaining retained profit of €1,337.5 million was carried forward. As of December 31, 2022, retained profit totaled €2,028.6 million and mainly comprised current net income of €691.1 million for 2022 and the profit carried forward from the preceding year.

Provisions for pensions and similar obligations increased by €134.1 million year over year to €962.6 million (Dec. 31, 2021: €828.5 million), owing to pension adjustments and the lower discount rate. Other provisions – primarily comprising those for personnel, taxes and environmental protection – increased by €42.1 million in 2022, coming in at €610.3 million (Dec. 31, 2021: €568.2 million). This increase was attributable, in particular, to higher provisions for personnel, higher inflation-related costs in relation to provisions for environmental protection and a rise in provisions in connection with the contract manufacturing of polysilicon. Provisions accounted for 20 percent of total equity and liabilities, unchanged over the prior year.

As of the reporting date, financial liabilities were €1,818.5 million (Dec. 31, 2021: €1,632.8 million), up 11 percent. Bank loans amounted to €1,048.6 million (Dec. 31, 2021: €1,054.5 million). Liabilities due to affiliated companies grew by €191.8 million to €763.6 million as of the reporting date (Dec. 31, 2021: €571.8 million). As in the previous year, financial liabilities accounted for 23 percent of total equity and liabilities.

Trade payables grew by €138.8 million year over year to €585.2 million (Dec. 31, 2021: €446.4 million), due largely to sharp increases in procurement prices for raw materials. As of the reporting date, other liabilities amounted to €512.2 million (Dec. 31, 2021: €361.4 million). The main reason for this increase was advance payments received, especially for polysilicon, which went up by €91.6 million to €295.3 million (Dec. 31, 2021: €203.7 million).

Deferred income came to €14.3 million as of the reporting date (Dec. 31, 2021: €15.7 million) and mainly comprised a payment by Siltronic AG to Wacker Chemie AG for the transfer of employees.

Cash flow from operating activities declined year over year, from €702.6 million to €584.6 million, predominantly due to the build-up of inventories.

Wacker Chemie AG’s cash outflow from investing activities amounted to €-11.8 million (2021: €-53.4 million). Available funds were invested in securities and fixed-term deposits in the amount of €175.6 million (2021: €348.8 million). Net cash flow – defined as the sum of cash flow from operating activities and cash flow from long-term investing activities (excluding securities and fixed-term deposits) – decreased to €348.4 million in the reporting year (2021: €598.0 million). The main factor in this decline was reduced cash flow from operating activities, but increased capital expenditures on property, plant and equipment and a loan to a subsidiary in China also had an impact.

Cash flow from financing activities totaled €-25.0 million (2021: €57.9 million). Intra-Group financing resulted in a cash inflow of €178.3 million (2021: €161.1 million), mainly attributable to existing cash pooling with US subsidiaries. The dividend paid for 2021 led to a cash outflow of €-97.4 million.

Liquidity – defined as the sum of securities, the fund WMM Universal Fonds, and cash on hand and bank deposits – amounted to €1,786.0 million as of December 31, 2022. In the prior year, liquidity had amounted to €1,799.2 million. As a result, net financial receivables – the balance of liquidity and liabilities to financial institutions – totaled €737.4 million (prior year: €744.7 million).

Risks and Opportunities

Wacker Chemie AG’s business performance is subject to essentially the same risks and opportunities as the WACKER Group. Wacker Chemie AG’s exposure to the risks associated with its subsidiaries and investments depends on the size of its stakes in the respective entities. The measurement of holdings is affected in particular by the risks specified in the Risk Management Report. Through our subsidiaries and investments, we could face impairments arising from legal or contractual contingencies (especially financing). These contingencies are explained in the Notes to the financial statements of Wacker Chemie AG. As the parent company of the WACKER Group, Wacker Chemie AG is integrated in the groupwide risk management system.

Outlook

WACKER’s main planning assumptions relate to raw-material and energy costs, personnel expenses and exchange rates. For 2023, we anticipate a euro exchange rate of US$ 1.10. The expectations for Wacker Chemie AG’s business performance in the year ahead are essentially the same as those for the WACKER Group, which are explained in full in the Group’s Outlook section.

The risks to the economy will continue in 2023. We currently expect Wacker Chemie AG’s sales this year to be substantially lower than last year. Net income for the year will be significantly lower than last year.

Publication

The annual financial statements of Wacker Chemie AG have been submitted to the publisher of Germany’s Company Register and can be viewed on the corresponding website. KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, audited the annual financial statements and issued an unqualified audit certificate for them. The statement of financial position and statement of income are the main parts of the annual financial statements published in this Annual Report. Wacker Chemie AG’s annual financial statements are published together with those of the WACKER Group. The annual financial statements can be requested from Wacker Chemie AG, Hanns-Seidel-Platz 4, 81737 Munich, Germany. They are also available online.