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.

In the course of the IPO in April 2006, the number of shares outstanding increased due to the sale of some shares previously held as treasury shares. The following table shows the development in the year under review and in the prior year:

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Units

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Shares outstanding at the start of the fiscal year

 

49,677,983

 

49,677,983

Shares outstanding at the end of the fiscal year

 

49,677,983

 

49,677,983

Treasury shares in portfolio

 

2,474,617

 

2,474,617

Total shares

 

52,152,600

 

52,152,600

 

 

 

 

 

For more information on Wacker Chemie AG’s shareholder structure, please refer to the note concerning Related Party Disclosures. See Note 22

Capital reserves include the amounts generated with the issue of shares above their nominal values in previous years, as well as other contributions made to equity.

Retained earnings include the amounts of accrued reserves generated at Wacker Chemie AG in previous fiscal years, transfers from the Group’s earnings for the year, the earnings of the consolidated companies less amounts due to non-controlling interests, changes to consolidated items affecting income, and changes in the scope of consolidation. The proceeds of the Siltronic IPO added €83.8 million to retained earnings in 2015.

Other equity items include the differences arising from the currency translation of the financial statements of foreign subsidiaries using reporting currencies other than the euro, and the effects of the valuation of financial instruments and pensions – recognized directly in equity.

The net result attributable to non-controlling interests is made up of the following profits and losses:

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€ million

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Profits

 

10.1

 

7.2

Losses

 

 

-12.1

Net result attributable to non-controlling interests

 

10.1

 

-4.9

 

 

 

 

 

Non-controlling interests in equity primarily comprised the following companies:

Non-Controlling Interests

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€ million

 

2016

 

2015

 

 

 

 

 

1

Including subsidiaries

 

 

 

 

 

Wacker Asahikasei Silicone Co. Ltd., Tokyo, Japan

 

12.4

 

Wacker Metroark Chemicals Pvt. Ltd., Parganas, India

 

25.2

 

21.4

Wacker Chemicals Fumed Silica (ZJG) Holding Co. Private Ltd., Singapore1

 

10.8

 

9.0

Siltronic AG, Munich, Germany1

 

165.4

 

196.5

Total

 

213.8

 

226.9

 

 

 

 

 

The voting rights of non-controlling interests correspond to their equity share.

As part of its prior-year IPO, Siltronic AG placed 12.65 million shares with investors, consisting of 5 million new shares issued through a capital increase at Siltronic and 7.65 million shares originally held by WACKER. At the same time, WACKER’s stake in Siltronic AG was reduced from 100 percent to 57.8 percent.

Within the WACKER Group, Siltronic AG is an important subsidiary with non-controlling interests:

Significant Non-Controlling Interests

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Company’s name and registered office: Siltronic AG, Munich, Germany, and its subsidiaries

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Proportion of non-controlling interests (%)

 

42.17

 

42.17

Proportion of the voting rights (%)

 

42.17

 

42.17

Total non-controlling interests (shares)

 

12,650,000

 

12,650,000

Dividends paid to non-controlling interests (€)

 

 

 

 

 

 

 

The following table lists condensed financial information on the Siltronic sub-group:

Condensed Financial Information on Siltronic AG and its Subsidiaries 1:

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€ million

 

2016

 

2015

 

 

 

 

 

1

Consolidated sub-group financial statements of the Siltronic Group in accordance with IFRS

 

 

 

 

 

Current assets

 

502.7

 

461.7

Noncurrent assets

 

531.7

 

554.3

 

 

 

 

 

Current liabilities

 

151.6

 

147.5

Noncurrent liabilities

 

479.9

 

395.9

 

 

 

 

 

Sales

 

933.4

 

931.3

Profit or loss from continuing operations

 

11.2

 

-18.2

Other comprehensive income

 

-80.7

 

62.4

Total

 

-69.5

 

44.2

 

 

 

 

 

Cash flow from operating activities

 

115.6

 

96.1

Cash flow from investing activities

 

-135.5

 

-98.7

Of which investments in intangible assets and in property, plant and equipment

 

-96.7

 

-58.9

Cash flow from financing activities

 

 

-32.2

 

 

 

 

 

For further information on individual companies, please refer to the Breakdown of Shareholdings. See Note 21

Information on Capital Management

The goal of the WACKER Group’s capital management policy is to ensure that the company remains a going concern in the long term and to generate an appropriate return on capital employed for the company’s shareholders. The capital management instruments employed to achieve this goal include dividend payments and stock buybacks.

In managing its capital, Wacker Chemie AG complies with the legal stipulations on capital maintenance. The company’s Articles of Association do not stipulate any capital requirements. No special capital terminology is used. The Group’s policy on dividends is generally oriented toward distributing about 50 percent of Group net income to shareholders, provided the business situation permits and the committees responsible agree.

Above and beyond this, WACKER actively manages its debt capital with the aim of achieving a balanced financing portfolio, a diversified maturities profile and sufficient liquidity reserves. In addition, our corporate financial structures are designed to keep WACKER’s credit rating – at a minimum – in the investment-grade range. In accordance with our policy of value-based management, net financial debt functions as a supplementary financial performance indicator.

As of the balance sheet date, the WACKER Group’s capital structure was as follows:

Capital Structure

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€ million

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Equity attributable to Wacker Chemie AG shareholders

 

2,379.4

 

2,568.2

Share of total capital (%)

 

62.0

 

63.8

 

 

 

 

 

Noncurrent financial liabilities

 

791.1

 

1,136.7

Current financial liabilities

 

667.1

 

318.7

Total

 

1,458.2

 

1,455.4

Share of total capital (%)

 

38.0

 

36.2

Total capital

 

3,837.6

 

4,023.6