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Annual Report

2014

Financial

Summary

Key Figures in CHF m

Sales1

2014

2013

6116

6076

EBITDA before exceptionals1

867

858

EBITDA margin before exceptionals1 (%)

14.2

14.1

EBIT before exceptionals1

585

574

Net income1

235

323

Basic earnings per share1

0.55

0.98

Adjusted earnings per share1

1.12

1.16

Operating cash flow

334

301

Investment in property, plant and equipment

310

292

213

199

Total assets

7915

8174

Equity

2733

2780

34.5

34.0

1263

1500

Research & Development expenditures 1

Equity ratio (%)


Net debt
Gearing ratio (%)
Employees

46

54

17003

18099

Continuing operations

Sales by Business AREA in CHF m

Sales by Region in CHF m

Total 2014: 6116

Total 2014: 6116

Europe
2232 37%
1511 25%
Care Chemicals

Asia/Pacific
1433 23%
Catalysis & Energy
729 12%

Middle East & Africa


461
8%
Natural Resources
1297 21%

Latin America
984 16%
2579 42%
Plastics & Coatings


North America
1006 16%

Performance.Growth.Innovation.

What makes Clariant special?

1.

2.

We have a balanced
portfolio with high profitability,
low cyclicality, and significant
growth potential

We apply a value system with a focus


on performance, people, and planet

Care Chemicals
Sales 2014 in CHF m
Growth potential
EBITDA* margin 2014

1511
+ 4 5 % p.a.
17.1 %

APPRECIATION

Catalysis & Energy


Sales 2014 in CHF m
Growth potential
EBITDA* margin 2014

729
+ 6 7 % p.a.
23.5 %

Natural Resources
Sales 2014 in CHF m
Growth potential
EBITDA* margin 2014

1297
+ 6 7 % p.a.
14.7 %

Plastics & Coatings


Sales 2014 in CHF m
Growth potential
EBITDA* margin 2014

* before exceptional items

Sustainable company successes and value generation can only


be realized in a corporate culture that is embraced by everyone
involved, and which achieves a balance between business per
formance, social interests, and environmental targets.

Where we want to go Our Vision


We aim to be the global leading company for specialty chemicals
and to stand out through above-average value creation for all of
our stakeholders.

How we aim to get there Our Mission


2579
global GDP
14.0 %

We build leading positions in the businesses we are active in,


and we adopt functional excellence as part of our culture.
We create value through appreciating the needs of:
our customers by providing competitive and innovative
solutions
our employees by adhering to our corporate values
our shareholders by achieving above-average returns
our environment by acting sustainably

3.

We have a clearly defined corporate


strategy based on five central
pillars

1
Increase Profitability

4.

We measure our progress based on


specific targets for the future
Clariants key performance indicators (KPIs):
mid-term Targets

> global GDP growth


1619 %
> peer group average

Organic sales*
EBITDA** margin

2
Reposition Portfolio

ROIC
* in local currencies
**before exceptional items

Our aim is to make Clariant one of the most profitable specialty


chemicals companies by continuously improving the EBITDA*
margin.

Add Value with Sustainability

From average to The top Advancing into

4
Foster Innovation and R&D

the top tier in specialty chemicals


ebitda*

>20%

1619%

Intensify Growth

1015%

Strategy to increase
Performance

20012009 20102014 mid-term

<10%

Clariant

Clariant

Clariant

* before exceptional items

Index

Annual Report 2014

2
We steered Clariant onto a profitable course

112 Corporate Governance

2 Interview with Rudolf Wehrli and Hariolf Kottmann

7 One Clariant

7 Mini's Momentum

37 The Clariant Story


38 How Clariant Creates Value
41 Financial Targets
43 The Five-Pillar-Strategy

58 Operational Implementation
in the Four Business Areas
60 Care Chemicals
68 Catalysis & Energy
76 Natural Resources
84 Plastics & Coatings

130 Compensation Report


146 Financial Report
Consolidated Financial Statements
of the Clariant Group

148 Consolidated Balance Sheets


149 Consolidated Income Statements
150 Consolidated Statements of Comprehensive Income
151 Consolidated Statements of Changes in Equity
152 Consolidated Statements of Cash Flows
153 Notes to the Consolidated Financial Statements
210 Report of the Statutory Auditor
Review of trends

211 Five-Year Group Overview


Financial Statements of

92 Financial Review

93 Business Performance in 2014


98 Segment Analysis
102 Summary of Financial Statements
106 Clariant Stock
109 Outlook
111 The Executive Committee

Clariant Ltd, Muttenz

212 Clariant Ltd Balance Sheets


213 Clariant Ltd Income Statements
214 Notes to the Financial Statements of Clariant Ltd
220 Appropriation of Available Earnings
221 Report of the Statutory Auditor
222 Forward-looking Statements

223 Financial Calendar

Clariant Annual Report 2014

We steered Clariant

Onto a profitable Course

Mr. Kottmann, how would you sum up last year?

So, you continue to focus on increasing profitability?

Hariolf Kottmann The year 2014 was heterogeneous. Surpri-

Hariolf kottmann Yes, but the margin is only one aspect.

singly strong months in terms of sales and results were followed


by weaker ones we had fluctuations in both directions and sometimes even within one quarter. This was mainly caused by external
factors. We set more ambitious targets and lagged behind our
expectations. Yet, we were able to increase the EBITDA margin to
14.2% compared to 14.1% in the previous fiscal year. Therefore,
we are currently at the highest level seen in recent years.

It has developed well over the past years. Now, we are able to pursue other financial goals. These include an annual low to mid singledigit growth in local currencies and a significant increase in cash
flow generation. In 2015 and the following years, we will establish
the foundation for the long-term development of the company.
Therefore, we cannot only focus on optimizing profits in the short
term. We must increase our competitiveness in general and we
must invest specifically in research and development as well as in
the development of new markets in China, India, Latin America,
and in the United States.

Rudolf Wehrli Indeed, the international financial and econom-

ic crisis could not be overcome completely in 2014. In addition,


we had to cope with the political crises in the Middle East and in
Russia. The market participants responded accordingly. For several
years we have observed stagnation in the European region. Even
in China, growth fell below general expectations. In addition, the
negative currency effects affected us primarily during the first
six months.

Rudolf Wehrli According to the International Monetary Fund,

in 2015 developing and emerging markets can expect a growth


of 4.3% and those in Asia even 6.4%. The US continues its positive
development. Here, we will benefit from the expected growth
of 3.6%.

How does this affect your medium-term targets your intended


EBITDA margin lies in the range of 16 19% starting in 2015?

How do you distribute investments in order to ensure future


growth?

hariolf kottmann This target is still valid. The range is ambi-

hariolf Kottmann We invest increasingly in regions with

tious but absolutely realistic as it reflects the strength and the quality of our portfolio. Since 2010 we have been progressing every year
towards this target, despite sometimes quite adverse circumstances.
For 2015 we will make another step towards an EBITDA profitability margin of 1619%. Given however the increased volatility in
the economic environment, as exemplified with the Swiss franc's
appreciation and the significant oil price reduction, we will not
reach this profitability range in 2015 but will certainly further improve when compared to the 14.2% we achieved in 2014.

above-average growth rates and a high result potential. In 2014, we


invested 54% in emerging markets and in North America compared
to only 36% in 2013. In our fields of operation, we take a similar
course of action: During the previous fiscal year, we only invested
34% in profitable areas with growth potential; in 2014, we already
invested 52%. This is also our strategic course for the future.


Rudolf Wehrli

Chairman of the Board of Directors

Clariant Annual Report 2014

Hariolf Kottmann

Chief Executive Officer

Generating value
for our customers,
our employees,
our company
and our shareholders is our top
priority.
Rudolf Wehrli

Is this adjusted investment strategy also reflected in the figures


for 2014?

How do you know that your research and development activities


will meet the future needs of your customers?

Hariolf kottmann Yes, you can see it in the example of growth

Hariolf Kottmann Instead of conducting research behind

in Asia and Latin America. The figures of 2014 prove that we have
expanded in a timely and strategically sensible manner. In the Asia/
Pacific region, sales in local currencies increased by 9% and in Latin
America even by 18%. The reason for this is not only the general
local economic growth, which was actually not all that great in Brazil
during the year under review, but because we are able to serve the
needs of local customers through local production capacities and
good products.

closed laboratory doors, we focus on the dialogue with our customers and within the company. The secret of successful innovation
is the precise knowledge of the needs and desires of customers. We
have not offered any of our average off-the-shelf products for a long
time. Instead, we offer solutions which we develop together with
the customer. This generates added value for the customers and for
Clariant. We follow this purpose with a clearly defined strategy.
In this context, the continuous review of the portfolio is just as important as the ability to transfer new applications interdepartmentally to other work areas.

Added value through sustainability became part of your strategy


in September. Can you earn money with it?

Hariolf Kottmann Yes, of course, you can make money with it.

For years, sustainability has ranked high with us. And I am convinced that in five to ten years, companies will no longer be able to
conduct business without being sustainable. In addition to the societal aspects, we profit operationally on two levels: On the one hand
we have costs. The more efficient use of resources, the consumption
of less energy and the lower environmental costs are reflected
by lower expenses. On the other hand, we already show a significant
growth by offering sustainable products. Today, you cannot be
innovative and grow without sustainability. Our customers worldwide expect sustainability from us just like we expect it from our
suppliers.

Rudolf Wehrli Our vision is to become the global leading

company for specialty chemicals. Furthermore, it is our goal to raise


awareness of us being a leader in sustainability. Both complement
one another excellently. Sustainability not only contributes to prof-

itable growth, but more so to the reputation of Clariant. We are very


much aware of the responsibility we have toward society and the
environment and we want to fulfill it with exemplary conduct and
with the greatest possible transparency. In addition, we would like
to position ourselves as an attractive employer. For this reason,
we invest in our employees and we fulfill our social responsibility at
the local level. Our efforts are internationally acknowledged and
honored. We are proud to have been accepted in the Dow Jones
Sustainability Index (DJSI) also in 2014. This time, we even made
the DJSI World among the top 10% of the chemical industry.
Give us an outlook for 2015. What can we expect from Clariant?

Hariolf Kottmann In 2015, we will continue on the course we

have taken. As I said before, we want to keep the growth in local


currencies on a high level and we want to increase the cash flow
significantly. Just as in 2014, our focus is increasingly on innovation
excellence in research and development, technical application as
well as on commercial excellence in marketing and sales. The customers and their needs are in the focus of our work.

Today, you cannot be innovative


and grow without
sustainability.
Hariolf Kottmann

Clariant Annual Report 2014


Rudolf wehrli The world around us will continue to change

rapidly and we as a company must keep pace. In recent years we were


able to create a more stable and profitable Clariant. We have risen
to midfield from the lowest level of profitability in the specialty
chemical industry. We are not at the finishing line. In 2015 another
milestone will be accomplished on the way to the top tier.

Hariolf kottmann Clariant has undergone multiple changes

and we have achieved much of which we can be proud. But this


change does not stop. We have started a new corporate culture,
which has not yet taken root everywhere in the company. We do not
need industry servants but people with the ability to think and act
as entrepreneurs. Yet, I do not see this across all levels of the company. Particularly middle management must change its views. The
silo mentality must now come to an end. With Clariant Excellence
we have the tools on board; we now have leaner structures and a
leaner portfolio. Therefore, we have become more flexible and we
have a unique innovation culture. Now, its time to live our company
values even if it is unpleasant and takes some people out of their
comfort zone.

Finally, one quick question: Why should anyone buy Clariant


stocks precisely now?

Rudolf Wehrli Clariant is a very solid company with a promis-

ing potential to increase in value. It is a company that expands


and advances continuously. We have taken a course, which is seen
positively also by the financial markets. Today, we have significantly
more investors who focus on the long term. Generating value for
our customers, our employees, our company and our shareholders
is our top priority. During the past two years, we enjoyed an increase in share price of 35%. In 2015 we want to continue to create
value by delivering an above-average growth, increasing profita
bility and improving cash flow generation.

Hariolf Kottmann
Born in 1955
Chief Executive Officer (CEO) since 1 October 2008
Member of the Board of Directors since 10 April 2008

Rudolf Wehrli
Born in 1949
Chairman of the Board of Directors since 27 March 2012
2008 2012 Vice Chairman of the Board of Directors
2007 2012 Member of the Board of Directors

One

Clariant
Mini's momentum. Everyday life resumes quickly
when one returns from a long trip; it hits like a whirlwind. This turns out to be the case for the woman in
the pumpkin-colored blouse, whose plane from Paris
has just landed at Mumbai's International Airport.
She has the style and the attitude of a globe-trotting lady
who likes to be noticed: Sunglasses pushed back in
raven-black hair, chin resolutely stretched out to greet
the morning.
Concept and photography by Jo Rttger
Text by Bertram Job

Mini Nair has numerous messages waiting for her in the mailbox of her smartphone and she listens to them as she sinks back into the seat of the car, surrounded
by the familiar chaos of the streets. Hooting motor rickshaws and taxis, heaving
buses and whole families on scooters. Most of the messages are the usual office
gossip, as she calls it. The stuff that is always circulated in a global company where
decision-makers pop up at every level.
In the Paris office, her international boss, Andy, has news about a French-Indian
joint venture project. A colleague from Paris asks if she could be at an upcoming
appointment in Slovenia in order to possibly initiate a very promising business
deal. In New Mexico, USA, there are a few details about regulatory aspects of the
products indented by pharmaceutical companies in India. And here in Mumbai,
her Indian boss, Ketan, would like to hear how it went in Paris.

10

So the woman in the back of the white car immediately decides to return the
calls in order to get a clearer picture of things. But waiting until the driver
brings her to somewhere with a landline could last the good part of an hour at
this time of the day. But she knows this Moloch of a megacity better than
anyone else. It might get on her nerves and she might curse it regularly, but she
never despairs.
Mini Nair was born into this seething mass and isnt going to leave it volun
tarily. This city created me, she says, it is my spirit and my energy. Mumbai
gets to everyone, invokes a reaction but never lets anyone give up. And the
building sites between time zones, that seem to be almost incessantly underway in fact, quite correctly: That is the best thing about my job. I love it!

11

DEALING with issues as they arise across all borders, contacts and customers, caring for and maintaining alliances: That is just part of the description of Mini Nair's
job as Global Topic Expert & Sales Manager. She is said to be quite talented in this
job. This is because she is never rigid or dogmatic, but appears conciliatory and
flexible. Therefore, all parties concerned quickly get the impression they are positively and directly linked with her.
Strategic empathy is also part of the game, when the qualified chemist worries
about the product turnover in her business line Medical Specialties: this includes
tubes, canisters and stoppers as well as desiccants that protect the drugs from
moisture. A business line where a significant increase is anticipated.

14

For nine years Nair carried out a similar mandate for Sd-Chemie. After the acquisition of the company she was the first face of Clariant Chemicals (India) Ltd
in her business division. It was more modern and with more amenities. The
people in the headquarters continue to be engaged in driving change forward.
Dare more, wait less; higher efficiency through flatter hierarchies. And last but
not least, well educated women who are keen to take on challenges.
I think differently and creatively, she says emphatically, my out-of-the-box
thinking and my determination to get things done, however great the obstacles
may be.

15

So what is still traditional here, and what is modern? Mini Nair prefers to switch between
the two, depending on mood and situation. Just like her appearance: One day she might
wear a folksy blouse from the Kashmir region and then the next a designer shirt with faded jeans. Sometimes she finds herself humming a kitschy Bollywood tune and at others
shell sing old Beatles favorites. Yesterday, all my troubles seemed so far away...
And when she needs time for reflection she takes advantage of the many options available: a Hindu temple, a mosque, a Sufi shrine, an old synagogue. She doesnt believe
in any one God she says, But I do believe in the power of work. In this sense her postmodern life is a cornucopia of cultures and styles, in which the qualified chemist picks
and chooses: We are less dogmatic about this than anywhere else in the world.
Definitely further along than 15 or 20 years ago. Whilst the West was mesmerized by
China, the subcontinent quietly developed into one of the twelve most important industrial nations in the world. With annual growth rates of between four and nine percent
and a new, predominantly urban, middle class, which in ten years is estimated to represent 130 million households. This represents not just buying-power but also a middle
class that is receptive to the rest of the world.
Mini Nair is already in the second generation of this middle class, and she has a serious
hobby. She writes, as often as she can find time for it. Her first book was a childrens story
which was followed by a biography of the Indian pharmacologist B. V. Patel. Then there
was a novel in 2011 The Fourth Passenger: A story of four women who overcome fundamentalism and riots during the clashes between the Hindus and the Muslims in Bombay
in 1992. In addition she writes a blog (http://minieatsinbombay.blogspot.com), in which
she can be almost anything: socialist from a sense of justice, fashion icon, poet, patriot,
feminist and passionate cook.
Colleagues and lecturers, companies and publishing houses: these are all very different
worlds that she flits between, but this isn't a problem for her. On the contrary: As an
author I can read the subtext of what isn't said in negotiations. Thats a distinct advantage
for me in my job. And what does it mean to her apart from the salary? A platform for
me to prove myself, to express myself... effectively where I can be myself.

16

17

BOM BAIA, good bay this is what the Portuguese sailors are believed to have
named the area with the seven islands off Maharashtra's coast. The marshland
between the islands was reclaimed and later the British were to found a complete
city on it, from where they shipped what effectively turned into gold to the rest of
the world: Ginger, silk, saffron and tea. The first global trade was with very onesided preferential treatment. Over time this has grown into the largest city in the
subcontinent, with more than 18 million inhabitants. This is where the heartbeat
of the world's largest democracy beats: 1.2 billion people in 36 states including
union territories. Only now its no longer spices, but software, pharmaceutical and
entertainment that drive the pulse.
The chemical engineer T. N. C. Nair also tried his luck when he moved here in
the 60s with his wife. From Kerala, the state with the green landscape and red soil,
he brought with him an excellent education and the original spirit of the south.
He passed both on to his daughter, who grew up in central Bombay with all the

18

privileges of a son: school, college, university. A pampered only child, she


admits with a laugh in order to deflect possible criticism. My father taught me
to break all the barriers, she says. He was also the person who said to me, the
world is your oyster...
The early years come flooding back when Mini Nair travels through her old
stomping ground of South Mumbai (her index finger still bears the mark that she
was given that morning when her vote for Maharashtras regional assembly was
registered). She points out the Metro and Regal cinemas with their art deco
facades, where she saw her first films on Sunday afternoons, her favorites being
those of Charlie Chaplin. Or Kyani & Co, the spacious caf with the wooden
framed vitrines that the Parsis (followers of the old Parsi religion) opened more
than a century ago: College girls with a few rupees could sit around here for
hours over their masala chai.

19

And on to the promenade on Marine Drive with its numerous benches where she
devoured so many books from Dickens to Dostoyevsky, caressed by the gentle
sea breeze. Then on to the Rhythm House in Kala Ghoda, the first port of call for
every record from Pink Floyd to movie soundtracks. Her taste has always been
eclectic, she explains, before she dons the headset. As if it weren't already abundantly clear that this is her guiding principle.
From an early age Mini Nair lived in numerous worlds, a true Mumbaikar, which
has given her the ability to switch levels so effortlessly today. And as for languages: first English then Marathi, then four further Indian idioms and a smattering of
French. She seems to be perfectly cut out for India's new way which aims at
breaking down barriers. It is a path to the future but at the same time harks back
to the maxim of Mahatma Gandhi: Think globally, act locally. But the city in
which she now spends the vast majority of her time is no longer on the peninsula.
It lies east of it.

22

NAVI MUMBAI, new Mumbai: Founded in the 70s under the direction of a state
company. On the mainland beyond Thane Creek, one of the world's largest
planned cities was built, intended to relieve some of the density of the population
of Mumbai, which was full to bursting. It has separate city districts and industrial
parks for sunrise industries which are accessible via two interchanges and several
railway lines.
Vashi quickly developed into the most popular district. With its tree-lined streets
and small parks it offers a safe, nevertheless, lively retreat. This is where Mini
Nair and her husband, who works at a bank, have set up home with their eightyear old twin daughters Aaliyah and Aaria, and a household help. The day often
begins there in the dark when Mini gets ready to jog in the park.

23

After breakfast, mother and daughters jump into the car that is waiting for them
in the street. The girls are dropped off at the Delhi Public School, a vast institution
with riding arenas and British-style hockey pitches, whilst their mother is driven
further northwards to Airoli. There, in one of the industrial parks, is where
she works: She has a separate office on the eighth floor, which is full of dynamic
open-plan offices and laboratories. On her desk there are a few paintings and
pieces of craft work made by her kids next to her thermos. From the window, the
foothills of the Western Ghat are visible, before which lies a settlement of improvised huts.
Four men form her staff. Together they account for the diversity of faith that is
tradition in the Indian republic. At best, groups with the same objectives could
only benefit from this diversity. If you respect peoples dignity, teamwork becomes incredibly finely tuned, she believes. You don't make the person at the
bottom of the hierarchy aware of his position, nor do you make the person at the
top of the hierarchy aware of his position. This egalitarian way of dealing with
people makes teamwork totally undogmatic.
26

However, a lot of the time it is difficult for her to maintain her noble outlook. This
is when everything moves too slowly, with too much bureaucracy and red tape.
At the end of the day and of the quarter it is not a case of gender or belief, as
she knows, but about targets and the bottom line. What is fundamentally important
for her: I would prefer to be remembered as the lady who broke a new turnover
limit rather than just a woman.

27

HOWEVER, there is still another India, and Mini Nair finds it of great importance that her visitors get acquainted with it. The car hardly takes up speed as it
negotiates the potholes of the small streets beyond Navi Mumbai towards the
south of Maharashtra. It drives along the gently undulating Sahyadhri Hills and
through towns on the coast that were founded by the French and the Portuguese.
Green fields with the lushest rice in the country, white beaches populated with
happy young people.
It takes almost four hours to reach Murud, a sleepy little town by the sea. This
is where Mini and her husband had their modest house built over ten years ago
by a German architect. In the center of a slope covered with mango trees and
coconut palms, some of which were uprooted in the last storm. The lady of the
house wants to check just how many these are.
This is where I would like to put my feet up one day, she says. Until then its
a question of good, honest, hard work. To be carried out by them all, when they
are there for the weekend (and not just relaxing), as well as primarily by Sandeep
and Supriya the long-established couple who manage three fields further on
and who take care of the house and the orchard throughout the year.
It is precisely such farmers, with their lives of hard labor, who contribute to the
national well-being. Thanks to them India is still able to provide enough food for
its population and so retain its independence. In addition, her twins get a taste
of a modest lifestyle here from time to time. In Vashi they are too often caught
up in a bubble of luxury, and I'm not particularly happy about that.
This time only three trees were blown down on the plantation. The lady of the
house can visit Sandeep and Supriya with a light heart and leave them some
money for their hard work, and also admire the refrigerator, which is the magnificent new arrival in the little house. Supriya beams as she relates how she
no longer has to bother her neighbors when her husband asks for a glass of cold
water in the evening. The academic in blue jeans thinks this is also a sign of the
times. But there are millions and millions of Supriyas and Sandeeps who now
want to have electrical appliances and televisions in their homes. A domestic
market is therefore growing which will be highly interesting for many companies and sectors: Like an elephant that suddenly rises at a secret signal.

28

31

MINI NAIR is wearing her pumpkin-colored blouse again, as she once more runs
through Mumbais Airport terminal a couple of days later. The plane for Ahmedabad, the city in the state of Gujarat with seven million, already leaves shortly
before six in the morning. That is no problem for the declared High Performer:
The main thing is that she can stay in contact with the resident pharmaceutical
company for which her company supplies various pharmaceutical packaging solutions.
An important customer, she notes, and lets her long fingers slide over the smartphone again until she finds the page about the Ashram where Gandhi lived for
12 long years. It was long ago developed into a memorial in Ahmedabad. She wants
to sit on the bench there between the buildings and meditate again today before
business begins. Because here, peace and tranquility reign that could be infectious.
This is my favorite place, she says while she shows the photo. Then she disappears in the direction of the gate, with the confident stride of a lady who wants to
make a difference.
32

Think globally, act locally. This is part of Minis momentum, just as it is the momentum of the country that can no longer be stopped. We have our own spirit and
we fear nothing, she says with palpable pride, we are the creeping tiger.

33

One Clariant

Think globally,
act locally.
Mahatma Gandhi

The Clariant Story

Accelerate Change is this years motto. With this slogan, the company is linked to
the central strategic target of top management, which was given to all employees
by Hariolf Kottmann: We have to change the way we operate in order to successfully
master the challenges of the dynamically changing global world economy.
Change has already been present at all levels in the last six years:
the Group structures were optimized and programs were initiated
for continued improvements. This enabled the restructuring of the
company, which led to a profitable growth trajectory. The corporate
culture has also been radically changed with a new brand appear
ance and the definition of a new corporate mission and vision were
unified. Meanwhile, the corporate strategy is based upon five cen
tral pillars: the increase in profitability, the repositioning of the
portfolio, focus on innovations and research & development and the

maximization of growth potential. Furthermore, the increase in value


by sustainability became a central building block of the company.
Clariant succeeded in the turnaround of the Group with profitable
growth. The reputation of the company has clearly improved. The
foundation was thereby laid to make Clariant into one of the leading
specialty chemical companies worldwide, like it was defined in
the corporate vision. In order to bring the company to the next level,
a further acceleration of change is necessary.


Three Phases of Strategy Implementation since 2009

Comprehensive restructuring

Clariant Excellence

Profitable Growth

2009

2010

Clariant Annual Report 2014

2011

2012

2013

2014

2015

37

How Clariant Creates Value

THROUGH APPRECIATION AND


UNIQUE POSITIONING

The achieved successes just in the recent past and the clearly im
proved reputation of the company are based on a unique strategic
positioning: Clariant generates value by focusing on sustainability
and innovation. In order to reach this goal, all stakeholders with
their specific wishes and needs must be equally addressed; on the
one hand the customers and shareholders, on the other hand the
employees and society as a whole. Only this way can the differen
tiation from other companies and the announced above-average
value generation succeed.

Clariant's Focused Portfolio


After the successfully executed optimization in the 2014 reporting
year, Clariant possesses a focused portfolio that distinguishes
itself by an above-average growth rate, promising future prospects
and high profitability with upside potential.

the Four Business Areas of Clariant

Which Demands Do Clariant's Customers Make?


Added value, innovations, profitability, sustainability, safety, part
nership, as well as communication and interchange the demands
of the Clariant customers are so different, just like the markets in
which they are active. Therefore, the decisive question to the cus
tomers is always: What is precious to you? In order to satisfy
these challenges, it is fundamentally important to listen to the cus
tomers, to develop and deliver answers to their questions and wishes.
For this purpose, Clariant has expanded its corporate Research &
Development into a true think tank, from which about more than
300 projects, thereof 63 important (Class 1) projects, have currently
evolved with a total sales potential of CHF 1.8 billion (Net Present
Value = NPV of CHF 1.2 billion). Understanding the projects is
just as important as the permanent further optimization and con
sideration of the total value chain, including all suppliers. This
is a key prerequisite for a successfully accelerated change.

38

Care Chemicals

Catalysis & Energy

Natural Resources

Plastics & Coatings

What Drives Clariant? Toward Which Values Is the


Company Oriented?
Besides the Groups transformation at all operative levels, Clariant
has designated a change to a new corporate culture by the introduc
tion of a new brand and value system in 2012, a change in mindset.
This made it possible to establish a newly united corporate culture
after the years of restructuring and important changes to the
portfolio.

The Clariant Story


The Core of the brand and brand values of Clariant

ness for the optimal offer of customer-specific, innovative, quali


tatively high and sustainable products and solutions. This is again
reflected in an improved performance by Clariant.
Brand Value People
Permanent exchange between all participants
The dialogue is the basis for all Clariant activities, namely for two
important reasons. Firstly, it is a crucial ability to listen what cus
tomers desire and expect in order to fulfill their needs. Secondly, the
companys success is based on competence to ensure an effective
exchange between all interested parties. Therefore, the basis for this
necessary dialogue is the appreciation of customers and colleagues
in the company. Respect, transparency and honesty are essential
and characterize daily cooperation. This contributes to Clariant be
ing perceived as an attractive employer by the best in the industry.

Appreciation as the Motor of Daily Business


The core of the Clariant brand focuses on appreciation in order to
support the customers in maintaining or expanding their leading
market positions. This applies to all areas in which the company is
active and which it can influence: Performance, People, Planet.
Brand Value Performance
The customers success as guarantor of own success
Clariant can only be successful if the companys customers are also
successful. Their performance must thus be the motor of daily busi

Clariant Annual Report 2014

Brand Value Planet


Responsible handling of resources and the environment
Clariant is a part of the economy, society and the environment. The
absolute commitment to ecological sustainability is an ethical
obligation for Clariant as a global company with the pursuit to be
counted among the leading suppliers of the specialty chemical
industry. Therefore, appreciation is also reflected in a responsible
approach to all resources and the environment. The sustainability
of products has become an important decision criterion for con
sumers. This is why Clariant strives to set new benchmarks by ap
plying sustainable, leading-edge technologies and developing inno
vative solutions to improve environmental standards, and it allows
itself to be measured on the basis of clearly defined environmental
objectives.

39

Turning Appreciation into Value Creation


The main objective for all of Clariants implemented activities is
sustainable value creation for all stakeholders and the company.
That requires the alignment of the actions of everyone in the com
pany on the basis of six values: drive for excellence, disciplined
performance management, deliver to promise, courageous and de
cisive leadership, lived appreciation, corporate responsibility.

Enterprise Values as a foundation

for sustainable value creation

Sustainable
Value Creation
Corporate
Responsibility

Drive for
Excellence

Courageous
and Decisive
Leadership

Disciplined
Performance
Management
Deliver to
Promise

40

The Vision of Clariant is to be the global leading company for


specialty chemicals, which stands out through above-average value
creation for all stakeholders.
In order to achieve this, a clearly defined Mission was formulated
that is based upon building up leading positions and fostering a
high functional excellence as part of the corporate culture for the
businesses in which Clariant is active. Added value will be created
for the customers by providing competitive and innovative solu
tions, for the employees by adhering to the consistent life of corpo
rate values, for the environment by sustainable actions on all levels,
and for the shareholders by achieving above-average returns.

Lived
Appreciation

The Goal of a Long Journey:


Clariant as the Global Leading Company
for Specialty Chemicals

The vision shall be achieved by the implementation of the Mission


Five-Pillar-Strategy: Increase in profitability, repositioning of
the portfolio, adding value through sustainability, focus on innova
tion and research & development, as well as generation of growth
potentials.
Continuous Improvement connected to cultural change is the
foundation for a sustainable value creation. Therefore, the Clariant
Excellence initiative was started in 2009. It is oriented towards
optimizing competitiveness through efficiency savings and the cre
ation of added value for the customers. Clariant Excellence com
prises the areas of Operational Excellence, Commercial Excellence,
Innovation Excellence, and People Excellence.

Financial Targets

On The Springboard to the next


level of profitability

Clariant's profitability has been raised step by step through cost efficiency, innovation, growth and portfolio restructuring. By the
2014 reporting year the EBITDA margin (before exceptional items)
has improved to 14.2% and the portfolio is expected to generate
a target range of 1619%. In 2015 the company will make significant steps in this direction.

EBITDA* Margin in%

2014
2013

14.1

2012

13.5

2011

13.2

2010
0

Growth Initiatives Will Enable a Sales Increase of


Approximately 5% Annually
Based on the growth initiatives already implemented, the successful portfolio adjustments and the launch of more than 300 innovation projects, thereof 63 Class 1 projects, with a sales potential of
approximately CHF 1.8 billion (NPV CHF 1.2 billion), Group sales is
excpected to increase in the coming years by about 5% annually in
local currencies, under the assumption of a steady development of
the global economy. Clariant further maintains its objective to raise
the return on invested capital (ROIC) above that of the peer group.

Clariant Annual Report 2014

14.2

12.7
5

10

15

How will the targeted EBITDA* margin Range


of 1619% be achieved?
12 percentage points margin increase from growth in above-average
profitability businesses and the introduction of innovations
12 percentage points through cost efficiency measures and productivity
improvements throughout the Group
*before exceptiontal items

41

Our focus will be on the generation of free cash flow to


be used for debt reduction, investment and distribution to
shareholders.
What is the use of this cash flow?

Patrick Jany As the company be


Patrick Jany

Clariants Chief
Financial Officer

Mr. Jany, is Clariant financially


well-prepared for future growth?

Patrick Jany Our balance sheet is

very healthy. Since the acquisition-driven


high indebtedness of 2012, we have again
reduced our net financial debts from
CHF 1.8 billion to less than CHF 1.3 billion.
The equity ratio of 34.5% and the gearing of 46% are also more than solid.
How will it continue from the CFOs
point of view?

Patrick Jany From a financial per-

spective, we are focusing on a conservative


financing policy. We have a well-distributed debt maturity profile throughout
2024, and starting in 2015 we will strive
toward significantly improved free cash
flow generation.

42

comes more profitable and turns towards


profitable growth the use of cash is logically distributed between investment in
growth, further reduction of debt and
increased dividend to our shareholders.
What does an increased dividend mean
specifically?

Patrick Jany We want to distribute

25 to 35% of the available earnings


before restructuring expenses to shareholders. Since 2011 we have increased
the dividend per share steadily to CHF
0.36. With the expected earnings trend,
there will surely be room for further
improvement.
You mentioned future investments.
How much are you allocating for them
in the future?

Patrick Jany Our investments in

tangible assets have risen in 2014 to


CHF 310 million, which is almost twice
than in 2009. The research and devel

opment expenses have increased to CHF


213 million, or about 3.5% of sales; this
is paying off. We strictly focus on the allocation of investments in areas with
high growth potential and in promising
markets world-wide.
With the portfolio having been shaken
up considerably, how are the investment flows being directed?

Patrick Jany Very definitely, our

portfolio has been restructured to enable


growth and profitability. Accordingly,
we are directing our investments more
toward attractive future markets. Therefore, 52% of the money went to highgrowth areas in 2014, compared to only
34% the previous year. The same is true
for the regional allocation: 54% of our
investments flowed into emerging countries and North America during the 2014
reporting year.

The Five-Pillar-Strategy

ACHIEVING FINANCIAL TARGETS


AND SUSTAINABLE SUCCESS

that ultimately benefits customers, employees, the environment and


shareholders alike, and helps to generate value. In order to accomplish this mission Clariant has implemented the five-pillar-strategy:
Increase profitability, reposition portfolio, add value with sustainability, foster innovation and R&D, intensify growth.

Performance, growth and innovation characterize thinking and action at Clariant. In the specialty chemical industry, Clariant should
be a synonym for businesses with above-average profitability (performance) in attractive, fast growing markets (growth), as well as
for innovative technologies, products and applications (innovation).
These three themes are the driving forces for a sustainable success,

The Five-Pillar-Strategy of Clariant

Increase
Profitability

Reposition
Portfolio

Add Value with


Sustainability

Foster
Innovation
and R&D

Intensify
Growth

Strategy to increase Performance

generate
business

Clariant Annual Report 2014

43

Pillar 1: INCREASE PROFITABILITY


The Group-wide focus on cost discipline is an important strategic
element for the improvement of the EBITDA margin (before exceptional items) by 1 to 2 percentage points. At the end of 2008, this
became a clear priority in order to optimize the cost structure on all
levels. Project Clariant 2009 and 2010 initiated the change in
mindset (Change) for all employees by focusing on cash generation and cost reduction. At the same time, the number of locations
has been reduced in the course of the so-called Global Asset Network Optimization (GANO) by the middle of 2012. A multitude
of measures has thus led to a reduction of personnel costs, and
therefore, the break-even point of the Group by a total of CHF 180
million.

Clariant Excellence as the Foundation for Sustained Profitable Growth


In parallel Clariant Excellence (CLNX) an initiative for further
sustained improvement has been implemented in 2009. This initiative focuses on the continuing improvement and the cultural
change. Originating from the LeanSigma approach a method for
efficiency improvement and quality management Clariant Excellence is geared toward optimizing competitiveness through efficiency gains and the creation of added value for the customers. Entrepreneurial thinking is paramount here. Clariant Excellence
encompasses the four areas of Operational Excellence, Commercial
Excellence, Innovation Excellence and People Excellence.

44

NET BENEFITS Created by Clariant Excellence in CHF m

2014

125

2013

115

2012

102

2011

87

2010

47
0 25 50 75 100 125

Positive Effects from Continuing Improvement


Clariant Excellence has become a complete success for the company. Together with the added value in the amount of approximately CHF 125 million that was generated in 2014, positive effects
from cost reduction, additional sales due to increased efficiency and
optimization of the net working capital in the amount of CHF 475
million have been achieved within the past five years. In 2015 an
additional CHF 100 million should be added to this. In 2014 more
than 9000 projects were under way, more than 4300 employees
have been trained in Clariant Excellence programs.
The key for the success of the initiative is a comprehensive training
of as many employees as possible to so-called Belts. By the end
of 2014, there were more than 75 Black Belts, more than 800 Green
Belts and more than 2600 Yellow Belts. As project managers or as
project team members, they are responsible for carrying out the optimization measures in all organizational areas.

The Clariant Story

The cumulated positive effects of


Clariant Excellence will markedly surpass
the CHF 500 million threshold in 2015.
Bernd Hgemann

Head of the Clariant Excellence initiative

Linking the Four Areas of Excellence


A cross-linking of all four areas of Clariant Excellence is critical for
its success. While Operational Excellence mainly deals with efficiency improvements in all operative areas, Innovation Excellence
focuses closely on the establishment of Clariant as a global driver of
innovation in the specialty chemicals industry. Design Thinking,
ideation jointly with customers and suppliers translates unmet customer needs into future Clariant offerings. Therewith and supported by a stringent Idea to Market process, 12% of annual topline
growth will be achieved. Commercial Excellence is focused on
strengthening sales processes and strategic marketing. In this context for example, after conclusion of the pilot phase the previous
year, the implementation of Marketing Excellence as a key building

block for all Business Units began worldwide in 2014. Marketing


Excellence systematically assesses possible markets for Clariant
and finally defines market growth plans. Afterwards, these market
growth plans are converted into sales opportunities by the entire
sales force. At this stage Marketing Excellence and Clariant Customer- and Sales Management play together to accelerate the conversion of sales opportunities into sales. Enabling Clariant people
to stringently manage organizational performance is the key
purpose of People Excellence. People Excellence strives to make
Clariant Excellence possible for all employees in the first place by
translating all Clariant Excellence content into capability building
programs comprising leadership as much as content skills.


Operational Improvement through the Linkage of the Functional Excellence Programs

Operational Excellence

Commercial Excellence

Innovation Excellence

3 Accelerated Business Transformation


2 Explore Growth
1 Intensify Lean Management

Clariant Annual Report 2014

45

Pillar 2: Reposition portfolio


Clariant has significantly changed its company portfolio by active
portfolio management, commencing with the major acquisition of
Sd-Chemie in 2011. The strategic goal is always the establishment
of a leading market position in highly profitable growth markets.
The achievement of this goal results on the one hand from acquisitions of businesses with a high return of investment and growth
potential, and on the other hand, by means of selling businesses
with low returns and growth potentials. Altogether, business activities with a sales volume of about CHF 1.6 billion and an EBITDA

return of over 15% were purchased, whereas the company separated itself from a total sales share of almost CHF 2.0 billion and a
profitability of under 8%. The profitability has risen over the past
three years by improving the quality and the strategic positioning of
the portfolio. After the new structures and the corporate strategy
within the Clariant Group will be fully established, the earning dynamics resulting from the portfolio restructuring should again be
accelerated. Thereby, Clariant also benefits from the lowered cyclicality caused by these transactions and the focus on global trends
such as environmental protection and energy efficiency.


Optimized Portfolio for Sustainable Profitability

Acquisitions
CRM (France)

Plastichemix
Industries
(India)

Champion, Gulf of Mexico Oil


Business (USA)
BayInk (Germany)
Sd-Chemie (Germany)

2011

2012

VitaPac
(Hong Kong)

Organic Pigments Business,


Jiangsu Multicolor (China)

2013

Aerochem
(Sweden)

2014

Companhia
Brasileira de
Bentonita
(Brazil)

2015

Detergents & Intermediates,


Leather Services,
Water Treatment (South Africa)
ASK Chemicals/Joint Venture
Textile Chemicals,
Paper Specialties, Emulsions

Divestments

46

Energy Storage Business

The Clariant Story

Adjustments to the Portfolio Leading to Sustainable Improvement

Portfolio Supplements in Asia to Expand Local


Market Positions

The announced sales of five Business Units at the end of 2012 was
completed in April 2014 with the separation of Leather Services.
Additionally, in the reporting year, adjustments have been made as
part of the permanent review of competitiveness, such as the sale of
the Water Treatment business in South Africa and the sale of the
joint venture shares of ASK Chemicals. The divestment of the unprofitable Energy Storage business, as announced in October 2014,
is expected to be closed in the first half of 2015.

Clariant has also continued to complement its company portfolio


with minor acquisitions, which improve market access and the
extension of value creation. Already a total of four transactions
were effected since 2011, three more followed in the reporting year,
two of them in the Asian region. By acquiring the Indian Plasti
chemix Clariant became one of the leading masterbatch producer
in the dynamically growing Indian market. Furthermore the
Chinese healthcare packaging specialist VitaPac was acquired in
December as well as the Swedish and Norwegian de-icing
specialist Aerochem.

Clariant Annual Report 2014

47

Pillar 3: AdD Value with sustainability


Clariant extended the corporate strategy to an additional pillar
at the beginning of September 2014: add value with sustainability.
This theme plays a key role in reaching the Groups growth objectives. On the one hand, sustainability is an important element of
the innovation process and therefore meets global trends like environmental protection and conservation of resources; on the other
hand, it ensures that costs are saved and Clariant and customers are
positioned as positive companies in public awareness, and this during the entire value creation. In summary, one can say: For Clariant,

sustainable economic practices mean the creation of long-term


added value and benefits for all interested groups in economic,
ecological and social respects. The entire organization and all employees have been sensitized for this purpose; sustainability committees were established in all regions that would again report
to a central sustainability council, which is personally led by CEO
Hariolf Kottmann. This is also a further building block to
Accelerate Change.


Milestones of Clariant's Commitment to Sustainability
DJSI Index World
and Europe
top ranking
UN GLOBAL
Compact
signed
SUSTAINABILITY
REPORT
rated at GRI A+
ENVIROMENTAL
Targets 2020
established

DJSI Index
Europe
entered

GRI4 Reporting
Standard
applied

Responsible
Care Global
Charter
signed

48

First RSPO
certification
received
TOGETHER FOR
SUSTAINABILITY
(TFS)
membership

FIRST SUSTAIN
ABILITY Report
published

2009

Sustainability
anchored in Corporate
Strategy

2010

2011

2012

2013

2014

The Clariant Story

Involvement in Numerous Sustainability Initiatives


and Projects
Clariant obligates itself to an ethical and sustainable strategy,
whether it is related to the environment, social responsibility, governance criteria, health and safety, sustainability in the value chain,
product responsibility, up to personnel development. The signing of
the Responsible Care Global Charter was the start signal. This
and the 2013 initiated UN Global Compact containing the ten
respective fundamental principles of the topics of human rights,
work and environmental protection, as well as combating corruption function worldwide as central operational principles for the
topic of sustainability for Clariant. In addition to this, the company
has imposed self-initiated obligations beyond theCode of Conduct and the Code of Conduct for Suppliers. The respective corporate function has herein defined binding policies for all employees
and suppliers for business conduct. For example, these include the
topics of fair competition, anti-corruption policies, prevention of
discrimination and child labor. Moreover, numerous initiatives and
projects were started; for example, the Sustainability@Clariant
Portfolio Value Program, established in 2012/13. In this program,
clear sustainability criteria for the product portfolio were established. On this basis, company products and solutions are classified
as sustainable. Upon this, measures for communication, the marketing, but also strategic decisions are being built. Products with an
outstanding sustainability profile will be identified with the EcoTain label. In order to make development projects comparable and
to be able to assess their advantages Clariant has also introduced
the Corporate Sustainability Index for research and development
projects (CSIR&D). In the social area, Clariant joined the chemical
industry initiative Together for Sustainability in 2014, which has
the common goal of improving sustainability in the supply chain
of the industry. Therefore, delivery evaluations and audits by independent experts, among other things, will be conducted, which
all participating companies have access to.

Clariant Annual Report 2014

Accident Prevention Pays Off


Work safety is one of the top priorities for Clariant. The company
takes all necessary measures to convey the corporate culture and
achieve the goal of Zero Accidents. In this manner, accident and
absenteeism figures have decreased to a historic level over the past
years. This is not only for the benefit of employees, but also for the
company as for example lost work days (LWD) saved in the past
eight years correspond to the performance of 50 employees during
the same period.
Sustainability Report 2014

Optimized Production Processes Protect


the Environment and Save Costs
A great number of individual measures merge together with the
optimization of the production process to create a whole. In
particular, Clariant celebrates energy efficiencys great success, and
with the in-house program eWatch alone, saves approximately
CHF 6 million from year to year thanks to targeted investments
and employee training.
Sustainability Report 2014

Sustainability on All Levels


Clariant has defined its key areas of sustainability activities following an intensive exchange with various stakeholders. Over 150
internal and external stakeholders helped to identify and prioritize
material areas by analyzing external market trends and business
drivers. These areas include employment opportunities, environmental targets, emissions, resource and water management, as well
as efforts in the community as part of the companys commitment
to corporate responsibility. These topics are regularly reviewed by
Clariants Sustainability Council and adapted where necessary. The
materiality matrix lists the key areas of Clariant's sustainability
activities based on this assessment. The examples above show how
for two of these aspects Clariant is monitoring its success against
concrete targets and how this creates value for the whole company.

49

The area work safety is reflected by the figures of industrial accidents with at least one day of absenteeism in relation to 200000
work hours. This is represented in the so-called LTAR-quota (Lost
Time Accident Rate), which dropped since 2007 from 0.92 to 0.23
in 2014.
In the area compliance, employees worldwide are trained periodically on topics related to the code of conduct such as corruption or

bribery. A multitude of training programs take place at the Clariant


Academy to prepare the employees optimally for their tasks. The
firms own Product Stewardship organization ensures that the total
product portfolio complies with international safety and environmental criteria, such as REACH (Registration, Evaluation, Authorization of Chemicals) or the Global Product Strategy (International Council of Chemical Associations, ICCA).


MATERIALITY MATRIX by Clariant

Business ethics & Compliance


Corporate Governance
Emissions
Human rights

Employment conditions

Social engagement

Energy

Water

Life-cycle integration
Product Stewardship

high

Stakeholder dialogue
Substitution & alternatives for hazardous substances
Sustainable innovation
Sustainable supply chains
Transparency
Value chain collaboration

moderate

Relative importance to stakeholders

Renewable raw materials

Biodiversity

Employee training & development

Demographic changes

Logistics

Food security

Occupational health & safety

Urbanization

Process safety

Wealth & consumption shifts

Waste

high

moderate
Relative Impact on Clariant

50

The Clariant Story

New Environmental Targets until 2025


In 2011, Clariant had, for the first time, exactly defined environmental targets by 2020 (2005 baseline), on which the company allowed itself to be measured. In view of the fact that these targets
were already expected to be not only met but exceeded in 2014 due
to the comprehensive portfolio restructuring, Clariant has decided
to define new targets at the beginning of 2015, which take into account these circumstances. These refer to reference values of the
2013 business year and focus on the following six main criteria with
regards to emission values of the Group:

Environmental Targets by 2025 in %
Reduce
Energy Consumption

Reduce
Direct CO2 Emissions

Reduce
Emissions from
Greenhouse Gases

30

30

35

Reduce
Water Consumption

Reduce
Volume of Waste
Water

Reduce
Volume of Waste

35

40

35

Clariant Annual Report 2014

In these guidelines, the clear commitment of management to transparency and credibility regarding the topic of sustainability manifests itself both internally and externally. Only with continuous optimization of the production system and employee training can the
ambitious goals be reached.

Clariant Again in the Dow Jones


Sustainability Index
A confirmation that Clariant has succeeded in establishing itself
successfully among the most sustainable specialty chemicals companies worldwide was the renewed inclusion of the company in one
of the globally most prestigious sustainability indices, the Dow
Jones Sustainability Index (DJSI). After the first listing in DJSI Europe in September 2013, Clariant was one year later additionally
included in the DJSI World. As a result, analysts from RobecoSAM
acknowledged the outstanding role of Clariant in economic, ecological and social respects and graded the company within the top 10%
of companies in the chemical industry.

51

Pillar 4: foster innovation and R&D


The Capital Markets and Media Days took place at the end of June at
the Clariant Innovation Center (CIC), the newly constructed center
for research & development (R&D) in Frankfurt am Main. Clariant's
management presented the Group's strategies and objectives for the
subject of innovations. A sales growth of 12 percentage points
should be generated with the introduction of new innovations year
by year. The current innovation pipeline of more than 300 projects,
thereof 63 Class 1 projects, shows that these numbers were not
pulled out of the air, but based on facts, which have a sales potential
of more than CHF 1.8 billion. This can be converted into a total net
present value of clearly over CHF 1.2billion. The sales potential
of the innovation pipeline climbed compared to 2012 by more than
a billion Swiss francs.
Innovation Pipeline Filled to Capacity

1 600

1 800

1 100
540

Jan 2012

~1050
People in R&D in 8 global R&D centers &
>50 Technical Application Centers

3.5%
of Group sales 2014 R&D expenditures (CHF 213 m)

>7000
patents

>130
scientific collaborations

Jan 2013

Jan 2014

End of 2014

Sales Potential at maturity of Clariant Innovations in CHF m

52

Innovation figures

The Clariant Story


Global Innovation Network global coordination* regional presence

Palo Alto
USA

Frankfurt|Gendorf|Heufeld|Munich
Germany
Louisville
USA

Shanghai
China
Mumbai
India

Group Technology & Innovation (GTI)


Group Functions

Business Unit Functions

R&D Center for Biotechnology

R&D Center for Process Technologies

R&D Center for Chemistry & Materials

R&D Center for Catalysis

>50 Technical Centers**


(Application Development)
*R&D at Clariant is globally coordinated
via Clariant International Ltd in Switzerland.
**Not all shown.

Innovation and Sustainability Closely Interwoven


In order to also reach these ambitious goals for the coming year,
around 1050 employees work in approximately 60 research and development facilities of the Group. All R&D activities at Clariant are
globally coordinated via Clariant International Ltd in Switzerland.
CHF 213 million flowed into this area in 2014, which corresponds
to about 3.5% of Group sales. In research intensive areas such
as Catalysts, the investment is above 7%. Clariant focuses on the
current global trends when it comes to R&D: environmental protection, globalization and urbanization, as well as resources and energy efficiency. For example, the main focus of research themes are
on the future markets of biotechnology, efficient catalysts for coalto-gas and coal-to-chemicals transformations, functional packaging,
oil and gas production as well as nutrition and medical products.
Innovation and sustainability are nowadays driven by steadily increasing consumer and customer requirements across the entire
value chain of products.

Clariant Annual Report 2014

Value Creation at All Levels of the


Innovation Process
Value creation also stands in strategic focus on the subject of innovation. Here every innovation passes through a four-stage process
covering the entire value creation. Project leaders of all important
(Class 1) projects are supported by Clariant Innovation Excellence.
The starting point here is the necessary understanding of existing
and emerging needs and requirements of the global markets and
customers. A structured developmental concept is then drafted that
transforms these needs into value-added products and solutions.
Crucial for the commercial success is the period of time between
the idea and the market launch, and must be correspondingly minimized. In order to be able to guide the available resources efficiently
into the very promising markets and areas of operation, it further
requires a permanent screening for the trends that will drive growth
in the future. Finally, coordinated technology and application platforms are important to be able to obtain synergies over the respective areas of application.

53


Clariants Idea-to-market process Example Glucamide

Trend analysis
unmet need
analysis

Customer
& market
input

Need
interviews
(detailed)

Piloting and
testing with
lead customers

Customer
sampling

Scout

Scope

Launch
feedback
monitoring

Execute

Commercialize

Process

Conduct
Opportunity
Ideation

Innovation
expert &
technology
input

Develop
Business
Opportunity

Evaluate Conduct Establish


OpporDeep
Proof of
tunity
Dive
Concept

Ideation workshops with


technology and market expert
participation

Ideation
Nov 2010

Develop
Offering

Pilot
Offering

Prepare
Launch

Monitor
Market
Introduction

Close
Project

Technology platforms, project management,


coaching and workshop moderation

Gate Review
Jan 2011

Gate Review
Oct 2012

Market Launch
Oct 2014

Full
Production
Q1 2016

CSIR&D project assessment is mandatory at stage gate from Scope to Execute phase
since 2013 for all Class 1 projects and projects with NPV > CHF 10 m and therefore
drives R&D projects towards more sustainability already in early stages.

Cooperation between Customers and Clariant R&D


The example of Glucamide demonstrates a typical model for the
innovation chain from the generation of an innovative idea to the
market launch of the finished product. Glucamide refers to novel,
sugar-based surfactants with performance advantages for multiple
market applications. Close collaboration with customers and early
product sampling were key to validate the potential of this new

54

product class. The development process lasted from 2010 until


October 2014, and showed that Glucamides clearly promise more
application possibilities than originally planned. So Glucamides
are the foundation of new Clariant products for the application
fields of Personal Care (GlucoTain), Industrial & Home Care
(GlucoPure), as well as Crop Solutions (Synergen GA).

The Clariant Story

Our innovation pipeline is well filled with a sales potential


at maturity of CHF 1.8 billion.

Christian
Kohlpaintner

Member of the
Executive Committee

Mr. Kohlpaintner, why was the subject


of innovation the main focus of your
Capital Markets and Media Days this
year?

Christian Kohlpaintner Long-

term growth and profitability of a specialty chemicals enterprise can only


be secured by a well filled and successfully executed innovation pipeline.

Clariant Annual Report 2014

Describing and explaining our efforts


and status in this regard provides orientation and comfort to our shareholders,
so that they know, what they can expect
from Clariant.
What facts do you have to support
your assertion?

Christian Kohlpaintner Our inno-

vation pipeline is well filled with a total


sales potential at maturity of 1.8 billion
CHF. We have focused our project
portfolio and put the proper resources
behind. Also our track record in the
past years was quiet successful here.

A typical R&D project takes several


years, so how do you avoid the risk of
losing money here?

Christian Kohlpaintner Clariant

applies a clearly structured Idea-to-Market-Process. During project selection we


pay utmost attention to the unmet needs
of our customers by involving them very
early in the development process. The
same applies to other relevant internal
functions which get involved at well defined stages to guarantee a smooth and
speedy commercialization process.
Cross-functional discussions ensure that
we capture the full potential of a new
idea, even in market segments we had
not originally targeted.

55

pillar 5: intensify growth

Future Growth Will Come from Asia and North


America

In order to achieve an average sales growth of approximately 5%


per year, Clariant focuses on the allocation of investments in areas
with excellent growth potential and on expanding regions with
the most promising sales potential worldwide.

The predictions of the International Monetary Fund (IMF) make


it clear that the bulk of global economic growth in 2015 and beyond
will happen in emerging countries. The growth forecast for 2015
is 4.3% in those countries. On the other side, it only reaches 2.4% in
the industrialized countries with exception of the U.S., that has been
predicted a comparatively solid growth of 3.6%. Clariant's high investments in previous years are reflected in the shift of the proportion of sales in these regions. During the reporting year, Clariant
invested about 54% of its total investments in emerging countries
and North America.

Based on these growth areas, the following businesses promise high


potential: catalysts, crop protection, solutions for the mining and
oil industry, personal care and biotechnology. This is also increasingly
reflected in the allocation of investments. The comprehensive
portfolio realignment which took place in the last couple of years
helped as well. Thus, 52% of the total investments of CHF 310 million were channeled into growth areas in 2014, compared to only
34% the previous year, and 23% (2013: 21%) of the expenditures
went into areas where the improvement of structures were predominant, and only 25% (compared to 39% the previous year) went
into cash flow-oriented activities during the reporting year.

Competitive Position

Allocation of Investments in Growth Areas (Total CHF 310 m)

Harvest**

Grow**

39%

34%
25%

of 2014 investments*

52%

of 2014 investments*

23%

of 2014 investments*

Watch List**

6%

*Distribution of growth Capital Expenditure 2014


**Share of revenues 2014

56

Improve**

21%
Industry Attractiveness

The Clariant Story


Sales shift to Emerging Markets continues

Asia/Pacific
Middle East/Africa

Latin America

17%

15%

North America

Asia/Pacific

North America

16%

23%

6%
Middle East/Africa

13%
49%

Europe

Latin America

8%
37%

16%

2005

Europe

2014

India Key Facts

Clariant in the Promising Market of India


As second most populous country, India is one of the markets with
the largest future potential. Accordingly, the strengthening of its
market position in this country is one of Clariants strategic goals.
In this context, the acquisition of Plastichemix was completed in
2014, which ensured Clariant a leading position in the Indian masterbatch market. Furthermore, the production capacities for pigments will be expanded considerably at the sites in Roha and Cuddalore. The new regional Group headquarters in Mumbai was
opened in June. The location has room for 400 employees and includes a regional innovation center with space for about 100 employees in chemical research, application development and analytics.
(see also pages 736: One Clariant with main emphasis on India)

>900
employees

7
locations

CHF 141 m
2014 sales

With over 1.2 billion inhabitants India promises


enormous potential. With seven locations
Clariant is well-positioned in India to profit from
the dynamic growth.
Dr. Deepak Parikh

Region Head India

Clariant Annual Report 2014

57

Operational
Implemen
tation

IN THE FOUR
BUSINESS
AREAS

58

Business Areas
AT A GLANCE

The Right Portfolio for Future Growth

Care Chemicals combines Industrial & Consumer Specialties

Serve Global Trends with Innovative Solutions

(ICS) with the activities of the New Business Development and the
innovative biotechnology business.

Can you help us build a car that drives in the most environmentally
compatible way possible? What ingredients do I need for a skin cream
that addresses allergies in children? What should I pay attention to
if I want to successfully reach consumers in India? These are exam
ples of questions that our employees receive daily from our custom
ers. One can only become the worlds leading specialty chemicals
company if one is able to meet these customer needs with the right
products and solutions. Under this assumption, Clariant has aligned
its company portfolio and is focusing on markets with good future
prospects, above-average growth and Business Units where the
Group has substantial price-setting power due to a leading compet
itive and technology position. In this context, the global trends mo
bility, resource conservation and energy efficiency are just as
much in the forefront as the consequences implied by increasing
urbanization in emerging markets.
The four Business Areas of Care Chemicals, Catalysis & Energy,
Natural Resources and Plastics & Coatings reflect this claim perfect
ly. Each of these areas has a significant growth potential, aboveaverage profitability, strong innovative capacity and a clear commit
ment to sustainability.

Catalysis & Energy represents Catalysts and Energy Storage.

The Business Area offers a broad portfolio of catalysts and adsor


bents for many chemicals and fuels processes, including those that
enable the use of alternative raw materials, such as natural gas,
coal, and biomass. In addition, the start-up business Energy Stor
age, which will be sold in the first half of 2015, provides solutions
for battery materials.
Natural Resources consists of Oil & Mining Services and

Functional Minerals. Oil & Mining Services offers products and ser
vices for oil extraction on land and in deepwater environments.
Refinery Services additives help customers to operate their diesel
vehicles in extreme temperatures. Mining Solutions provides
chemical additives to enable the efficient extraction of minerals and
metals worldwide. Functional Minerals provides specialized puri
fication solutions for various industrial processes, for example the
purification of edible oils.
Plastics & Coatings comprises Additives, Pigments and

Masterbatches. This Business Area designs products for customers


from various industries from the packaging industry, the electro
and electronics industry to paints & coatings.

Sales by Business Area

EBITDA by Business Area

Group Sales: CHF 6116 m

Group EBITDA (before exceptional items) 2014: CHF 981 m; including corporate costs: CHF 867 m

Care Chemicals

CHF 1511 m 25%

Catalysis & Energy

CHF 729 m 12%

Natural Resources CHF 1297 m 21%

Clariant Annual Report 2014

Plastics & Coatings CHF 2579 m 42%

Care Chemicals CHF 259 m

Catalysis & Energy CHF 171 m

Natural Resources CHF 191 m

Plastics & Coatings CHF 360 m

59

Care
Chemicals

PRESERVE
BODY
AND NATURE

Business Area
Care
Chemicals

The success story of the Business Area


Care Chemicals is based mainly on
the aspirations of mankind all over the
world for a higher standard of living
and an improved lifestyle. The global
population is growing and the average
life expectancy is rising while wealth
and purchasing power are increasing,
particularly in the aspiring emerging
regions. Therefore, it is no surprise that
the relevant market for Clariant, esti
mated for the Consumer Care Area alone
to be considerably above CHF 42 billion,
is supposed to increase by 45% annu
ally. Clariant customers expect innova
tive products and solutions that depict
the requirements of sustainability and
efficiency. Clariant delivers just that!

62

ORIENTATED TO Global trends


With a margin of 17.1% with regard to EBITDA before exceptional
items, the Care Chemicals Business Area already meets the target
for the Clariant Group. However, the yardstick for Care Chemicals
is even higher at 1819%. How will the gap between these ambi
tious numbers be closed?
The key is expansion of market shares in the consumer products
business as well as in crop solutions for agriculture. It will be
crucial to have a good hunch for global trends. This can be accom
plished through close customer relationships and a corresponding
innovation pipeline. Thereby, regional growth focus lies with
emerging markets, particularly in Latin America, India and China.
Here, the surge in disposable income of the growing middle class
increases consumer behavior in a sustainable manner. Soaring
urbanization, diminishing agricultural areas and correspondingly
higher demand for more productive agriculture are important
growth drivers for Care Chemicals. This is also true for the dynami
cally growing demand for environmentally compatible applications
and innovations from renewable substances and raw materials.
Furthermore, the positive impact on margins will be complemented
by Clariants efforts to reduce the importance of activities with
weaker margins in 2015.

Business Area
Care Chemicals

GLOBAL TRENDS AS A DRIVER FOR INNOVATION

increasing wealth

World Population

8.3

60%
belonging to
Middle class

billion

people aged 65+

billion

Increasing Food
Consumption

+50%

Increasing
energy demand

+40%

Urbanization

60%
live in cities

Data source: KPMG, Future State 2030: The global megatrends shaping governments, 2014, KPMG International Cooperative

Strategic Focus on Profitable Growth

Key Financial Figures

17.1%

1511 

Current EBITDA margin (before exceptional items)

1819%
EBITDA target margin (before exceptional items)

Expansion of market shares for consumer products


and crop solutions
Increased demand for personal and home care
products
Need for sustainable and efficient crop protection
Chemicals based on renewable raw materials
Future market biotechnology
Increased demand for sustainable building
materials
Expansion of the innovation pipeline
Reduction in the importance of activities with
smaller margins

Sales in CHF m

259
EBITDA* in CHF m

+1%
in local currencies

+3%
in local currencies

*before exceptional items

Clariant Annual Report 2014

63

Clariant as an Innovative Partner for


Personal Care and Crop SOLUTIONS
Within Clariants second-largest Business Area with sales of about
CHF1.5 billion, the Business Unit Industrial & Consumer Specialties (ICS) plays a dominant role. ICS manufactures its products at
14 locations and has five application and development centers.
In spite of the fact that very different products are being manufac
tured in the represented areas of operation, all of them incorporate
similar technologies and common production capacities. The Con
sumer Care Area with specialty chemicals for personal care, home
care and agricultural markets have great growth potential and small
cyclical effects with profit-friendly margins. In addition, industrial
markets are supplied with lubricants, additives for paints and coat
ings, as well as de-icing fluids for the aviation industry. Feedstocks
such as amines are produced by The Global Amines Company in
Singapore, a Clariant-Wilmar joint venture.

64

Investments for the Future


Besides ICS, the Care Chemicals Area also includes Clariant activi
ties in the growth area of biotechnology. An excellent example here
is certainly bioethanol of the second generation made from agricul
tural residues and cellulose as an alternative fuel for the automobile
industry. In addition, under the management of New Business
Development, special food supplements are sold, such as fats and
oils, special carbohydrates, preservatives, antioxidants, as well as
sweeteners for dairy, bakery, and meat industries. The focus lies in
these areas of operation, especially in investments into technologies
and innovations for the future benefit of the Group. Accordingly,
the use of renewable raw and agricultural residue materials for new
and sustainable products constitutes a focal point of Clariant Group
Biotechnology. The sales are very small, and as is customary for
start-up projects, the start-up costs accrue, which strain the actual
profitability, but promise great long-term potential.

Business Area
Care Chemicals

Stronger Focus on
Consumer Care Products

Sales by Region

60%

Total 2014: CHF 1511 million

60%

40%

40%

Europe CHF 693 m 46%



2014

Latin America CHF 317 m 21%

Long-term objective

Share of the Sales Distribution in ICS in %


Industrial Applications Consumer Care

Asia/Pacific CHF 190 m 13%

Portfolio

Personal Care
Crop Solutions
Industrial and Home Care
Industrial Applications
Group Biotechnology
New Business Development

North America CHF 262 m 17%


Middle East/Africa CHF 49 m

3%

Leading Market Position in All Segments

No.

Aviation (De-Icing)

Clariant Annual Report 2014

No.

Crop Solutions

No.

Personal Care

No.

Industrial & Home Care

65

We are proud to perform the pioneering work


of responsible use and procurement of raw
materials.
Andre Koltermann,

Head of Group Biotechnolgy

Sunliquid20 Fuel that Lowers Greenhouse Gas Emissions by ~20%


Clariant has proven together with Haltermann and Mercedes in fleet testing how the fuel of the future
might look. Cellulose ethanol is obtained from wheat straw with help from the Clariant Sunliquid
process. One-fifth of the newly designed Sunliquid20 fuel consists of cellulose ethanol. This is manu
factured in a demonstration plant in Straubing, Germany, from agricultural residue materials and con
tributes to lowering the greenhouse gas emissions in the Mercedes vehicles tested by 20%.

LOCALLY RESOURCED

MORE GREEN JOBS

ENERGY SELF-SUFFICIENT

Imports can be replaced by


local fuel production.

Sunliquid can create more


green jobs and additional income
for regional agriculture.

The Sunliquid process


is energy self-suffcient, as no
additional energy is needed.

Growth Through Sustainability


Clariant supports sustainability of care products
EcoTain concept expanded to the care

product area
25 innovative cosmetic active substances awarded
with EcoTain label

Media News from 20 August 2014

66

Clariant incorporates certified sustainable palm

oil-based materials into its assortment


Broad portfolio with RSPO (Roundtable of

Sustainable Palm Oil) certified ingredients


Application for sustainable procurement of palmbased oleo chemicals
Media News from 21 August 2014

Business Area
Care Chemicals

Innovation Highlights

HIGH PERFORMANCE

Highly efficient raw materials


facilitate affordable costs

Glucamide a New Product Platform with a Total Sales Potential


of More than CHF 50 Million
Glucamides are novel, sugar-based surfactants with performance advantages for multiple
market applications. Glucamides are the foundation of new Clariant products for the
application fields Personal Care (GlucoTain), Home Care (GlucoPure) and Crop Solutions
(Synergen GA). They have an excellent environmental profile with a high percentage
of non-tropical biomass and exhibit an RCI (Renewable Carbon Index) of 95%; based on
glucose and natural oils, which originate from the RSPO certified palm oil derivative,
they have an excellent overall ecological profile.

Home Care: GlucoPure

Personal Care: GlucoTain

A breakthrough of bio-based ingredients

A true innovation that offers added

for homecare products such as dish


washing or cleaning detergents
Combination of the highest cleaning
power and ideal for products with
environmentally compatible labels

sensory benefits compared to conventional mild surfactants


Minimizes traditional trade-offs through
cost-effective new formulation possi
bilities
Product range embraces mildness without
compromising cleansing

CERTIFIED PRODUCT

RSPO certified fatty acid


esters or triglycerides

BIO-DEGRADABLE

Higher usage of renewable resources


and bio-based raw materials

We want a large slice of the pie.


in the emerging regions of the world;
urbanization, and especially the increas
ing demand for sustainability in all areas
of application.

On track for


further growths.

Michael Willome

Head Business Unit


ICS

What is so special about the Care


Chemicals Business Area?

Michael Willome We serve a whole

series of global trends at Care Chemicals,


and in particular, with Consumer Care
products: the world population growth;
the need for a better lifestyle with an
increasing standard of living, particularly

Clariant Annual Report 2014

What potential exists for Clariant?

Michael Willome We want top-line

growth of 45% per year and increased


profitability up to 1819%. Our address
able market is gigantic; in Consumer
Care alone it is CHF 42 billion. We want
to cut ourselves a large slice of the pie.

What differentiates Clariant from the


competition?

Michael Willome Above all, our

unique innovation pipeline and our focus


on sustainability at all levels. At Consum
er Care, with the innovative products
launched in 2011 alone, we anticipate an
additional sales potential of CHF 120 mil
lion for the 2015 business year. The
majority of the innovations are clearly
geared towards conservation of resourc
es, eco-compatibility and emissions
protection our customers appreciate
these benefits.

67

Catalysis &
Energy

Efficiency
for
Chemical
Processes

Business Area
Catalysis &
Energy

More efficient use of raw materials


and energy, improved operations, and
new innovative processes are the value
enhancements the Clariant Catalysis
& Energy Business Area offers to its
global customer base. 90% of all chemi
cal products are manufactured with
the help of catalysts. Clariant is one of
the market and technology leaders for
providing solutions to the petrochemi
cal, chemical, fuel and plastic industries.
The Business Area is non-cyclical due
to the nature of its business.

SOLID FUNDAMENTALS FOR ORGANIC GROWTH


Despite challenging macroeconomic developments in 2014 which
includes sanction, an unstable economic situation in Eastern
Europe and slower growth in China, the Business Area achieved
revenue growth of 7% in local currencies with an EBITDA margin
before exceptional items of 23.5%. The foundation is solid for the
business area to achieve 1-2% higher than industry-average organ
ic growth mid to long term. The Clariant Catalysts portfolio cap
tures opportunities driven by new projects based on shale gas in the
US and coal in China. In addition, existing and newly formed part
nerships with process licensors who are market leaders in their re
spective applications enhanced the market position of the Catalysts
business in a number of areas. Key to organic growth are innovation
strength and a well-filled R&D pipeline that enables efficiency
improvements for existing and new processes with alternative
feedstocks.
Besides pressing ahead with this creation of significant growth
potential, continuing cost efficiency and the concerted allocation of
existing resources to core activities with above-average margins
are a key strategic focus as well. Against this backdrop, the planned
divestment of the Energy Storage Business, announced at the
end of October 2014, needs to be put into context. Due to its startup character the business, which is the worlds largest producer of
lithium-ion cathode material for electric vehicles, has reported
a loss through 2014 and sales of CHF 26 million. The transaction is
expected to be completed during the first half of 2015.

70

Business Area
Catalysis & Energy

ENERGY FEEDSTOCK WORLDWIDE

Europe and eurasia


North America

30%

of primary energy
consumption covered
with shale gas

>30%

Push for renewables


Shale gas import being investi
gated
Focus on specialty
chemicals

Shale gas boom in the US


Oil sands in Canada

Middle East

China

of total energy
production
covered with oil
and gas

of total energy
consumption
produced with
coal

98%

R
 efinery integration
F
 ocus on diversificationto
downstream applications

South America

Africa

increase of renewables
from 2011 to 2012

of total energy
production covered
with fossile resources

20%

69%
B
 ooming of
coal-to-x
D
 iversifying into
gas and import
for downstream
development

93%

M
 ajor new oil and gas source
H
 igh potential for renewables

H
 igh development potential

Data source: BP, Statistical review of world energy 2013

Strategic Focus on Profitable Growth

23.5%

Current EBITDA margin (before exceptional items)

2426%
EBITDA target margin (before exceptional items)

Expansion of a leading market position in all


areas of operation with increased innovations and
organic growth enables annual sales growth
potential of 67 %
New projects based on shale gas in the US and coal
in China
Partnerships with leading technology providers to
provide best combined innovative solutions to
customers
Concentration on the portfolio and shifting of the
resources towards core activities with high returns
and growth potential

Key Financial Figures

729
Sales in CHF m

171
EBITDA* in CHF m

+7%
in local currencies

+13%
in local currencies

*before exceptional items

Clariant Annual Report 2014

71

Our new catalyst ShiftMax120 HCF helps our


ammonia and hydrogen customers to achieve
their safety and sustainability targets while maxi
mizing the efficiency of their process.
Harald Dialer

Head Segment Syngas, Business Unit Catalysts

Growth Through Sustainability


LICENSE AGREEMENT WITH PETRONAS SIGNED
PETRONAS HycaPure Hg is a solid-supported ionic liquid mercury removal technology. It effectively removes
elemental, organic and inorganic mercury from Natural Gas with an expected service lifespan up to 3 times greater
than its competitors. It will add on to the portfolio of Clariants ActiSorb GP series adsorbents and complement
the other extensive and excellent performing ActiSorb products, providing integrated solutions to meet the strin
gent requirements of the industry.
Media News from 27 March 2014

Innovative Technology to REMOVE Harmful Substances in SYNGASBASED Power Plants


Clariant delivers catalysts and adsorbents for a new, proprietary process to clean syngas in a demonstration plant at
the Tampa Electric Company in Polk County, Florida. This technology, developed by the well-known US Research
Institute RTI International with Clariant as Catalyst supplier, lowers the costs to remove harmful substances such
as sulfur and heavy metals due to a largely improved thermal efficiency. The project, funded by the US Department
of Energy, will also test the large-scale capture of >90 percent of the CO2 from the demonstration facility, thereby
improving the efficiency and environmental impact of coal gasification.
Media News from 14 May 2014

72

Business Area
Catalysis & Energy

Strong Commitment to Innovations


Sales by Region
Total 2014: CHF 729 million

Europe CHF 132 m 18%


Latin America CHF 36 m 5%

Asia/Pacific CHF 308 m 42%

North America CHF 132 m 18%

Middle East/Africa CHF 121 m 17%

7%
300
3
9

of sales will be reinvested into


Research & Development

More than 300 employees


work in the area of
Research & Development

Research & Development


Centers worldwide
directly at the customer's
premises

Technical Centers
worldwide directy at the
customer's premises

Market Position

No.

Catalysts for
petrochemistry

Clariant Annual Report 2014

No.

Syngas catalysts

No.

Chemical catalysts

No.

Catalysts for the


polymerization of alkenes

73

Innovation Highlights
Increased Yield and Reduced Energy Consumption Enabled by new Catofin Catalysts
Design
The catalyst leads to an increase in the yield of the propane dehydrogenation reaction of 23% and reduces

the energy consumption for propane dehydrogenation plants by 510%


Significant, positive effect on the efficiency of the plant because it enables an increase in production without

additional operation costs


Process Technology is licensed through Chicago Bridge & Iron Company (CB&I).

Special Mention at the ICIS Award Presentation for Innovations


Newly developed material for heat generation improves Catofin catalysts
Higher efficiency in the use of resources reduces CO2 emission of a typical Catofin unit by 10000 tons per year

HIGH PERFORMANCE

COST EFFICIENT

ENERGY EFFICIENT

up to 3% higher yield

increased productivity leads to


higher economic efficiency

reduction of energy consumption


up to 10%

Shiftmax120 HCF Makes Ammonia and


Hydrogen Production Safer
The enhanced high temperature shift (HTS) catalyst ShiftMax120 HCF reduces health and safety risks in ammo
nia and hydrogen production as it contains essentially no hexavalent chromium (Cr6+). With a new production
process reducing the content of hexavalent chromium to non-detectable levels (< 200 ppm), Clariant is proactively
incorporating sustainability and responsible care into the design of its products and is even going beyond the strict
REACH criteria of the European Community. The new ShiftMax120 HCF provides the same advantages as its
predecessor with 30 years of proven performance in terms of energy savings and longevity.

74

PEOPLE

STRONG CHEMISTRY

CERTIFIED PRODUCT

easy and safe handling


during commissioning

highly active catalyst with


excellent mechanical stability

confirmed by the independent


institute Seibersdorf laboratories

Business Area
Catalysis & Energy

June

May

Cooperation
with Siemens for
coal-TO-CHEMICALS PROJECTS
Exclusive supplier of innovative sour gas
shift catalysts for Siemens gasifier
Appplicable to all coal to chemical/fuel
applications
Primary market is China

Media News from 28 May 2014

Coal and
Natural Gas to
Plastics, World's
First Plants
July
with MTProp
Dynamic Growth
Catalysts
in Polypropylene
Catalysts for the transformation of coal
and natural gases for the petrochemical
Catalysts
industry and plastic production
Joint development with the technology
partners Air Liquide/Lurgi
Successful production start at two
Chinese locations
Great potential for the US market,
particularly for shalegas conversion

Media News from 25 June 2014

Formed long-term strategic partnership

with Lummus Novolen Technology


of CB&I, a major polypropylene process
licensor
New manufacturing plant in Louisville
(USA) will go on stream in 2016 as planned
Media News from 22 July 2014

The added value for the customers is sustainability.


ticularly strong areas, such as the petro
chemical, plastic, chemical and refinery
industries would not be feasible; and
their significance keeps growing.

On track for


further growths.

Stefan Heuser

Head Business Unit


Catalysts

What are catalysts being used for?

Stefan Heuser 90% of all chemical

products are being manufactured with


the help of catalysts. In other words,
without them, many products in our par

Clariant Annual Report 2014

What does this mean for Clariant?

Stefan Heuser We foresee an annual

growth potential of 67%. Our custom


ers appreciate Clariant products because
they help them design their processes
more efficiently. They can save costs and
often drastically lower the use of re
sources and energy consumption.

This implies that sustainability is once


again the requirement of the day?

Stefan Heuser By now each custom

er demands this from us. It has become


a guarantee for success. This trend will
even accelerate. Future growth will
mostly revolve around the theme of cata
lysts' sustainability, and we are prepared
for it.

75

Natural
Resources

Satisfy the
Hunger
for Energy

Business Area
Natural
Resources

The number of newly discovered oil deposits has been in decline since the beginning
of the 1980s quite contrary to the continuous rise in consumption. Technologically,
it is becoming more and more costly to reach those dwindling resources; this is equally
the case for other important raw materials, such as gas and iron ore. In the future, deep
sea or shalegas extraction is supposed to satisfy the hunger of the growing world econ
omy. The Natural Resources Business Area benefits from the rising technological require
ments and serves the growing demand for innovative solutions with its specialty chemi
cals. Close attention will be paid to the criteria of sustainability and to the best possible
protection of the environment.

Providing Trends in
Resource Exploration
The management of the Natural Resources Business Area has laid
claim to a 67% sales growth and an increase of the EBITDA
margin to 1517%. Natural Resources includes two very different
businesses with Oil & Mining Services and Functional Minerals.
Oil & Mining Services is a leading provider of a broadly diversified
range of products and services for the exploration and production
of crude oil, refineries and mining industries. Growth drivers at
Oil Services are particularly new trends and technologies, such as
deepwater drilling, unconventional oil and gas production (shale
oil and gas), expanded oil exploration and an increasing range of
environmental technologies. The same is the case for Mining Solu
tions, whose particular expertise is the development of innovative
solutions and products for iron and copper ores. Clariants strength
for its refinery customers lies in the provision of cold flow additives
and ability to cover the entire supply chain. From a regional point
of view, North America has the largest growth potential.

78

Functional Minerals is a leading global provider of a large spec


trum of bentonite-based specialty products and solutions for
different areas of application. Key markets of Functional Minerals
are, among others, the processing of edible oils, foundry applica
tions, but also additives for drilling muds in the building and tun
nel construction industry. In addition, Functional Minerals pro
vides solutions for feed additives, stabilizers for the plastic
industry and additives for paper and laundry care. The strategic
strength of Functional Minerals lies in the fully integrated value
chain from exploration to the operation of the mines, and the
refinement of the natural raw material bentonite to industry- and
customer-specific solutions. In the future, growth is supposed
to be generated particularly in the areas of sediment management
and feed additives, as well as in emerging markets for metal cast
ing and edible oil refinement. In addition, profitability shall be
increased with improved cost efficiency, technology platforms and
the focus on high-margin applications areas.

Business Area
Natural Resources

CONVENTIONAL AND UNCONVENTIONAL Natural Gas and CRUDE OIL PRODUCTION AND PROCESSING

Natural gas

Crude Oil

in trillion cubic meter


Resources
unconventional
Resources
conventional
Reserves

Cumulated
production

in gigatonnes

321
320
198
107

Resources
unconventional
Resources
conventional
Reserves

Cumulated
production

173
161
219
175

Data source: Federal Institute for Geosciences and Natural Resources (BGR): Energy Study 2014 Reserves, Resources and Availability of Energy Resources

Strategic Focus on Profitable Growth

Key Financial Figures

14.7%

1297

Current EBITDA margin (before exceptional items)

1517%
EBITDA target margin (before exceptional items)

Generating a sales growth of 67% per year


Increasing demand triggered by the trends in the
oil and gas industry: especially deepwater drilling,
unconventional oil and gas extraction
Expansion of market leadership in the area of ore
flotation and opening up new markets through
innovations
Increase of the profitability of Functional Minerals
by improved cost and technology platforms
Growth in sediment management and feed
additives as well as in emerging markets for metal
casting and edible oil refinement

Sales in CHF m

191
EBITDA* in CHF m

+8%
in local currencies

+5%
in local currencies

*before exceptional items

Clariant Annual Report 2014

79

Innovation Highlights
Arkomon XP 1014 Emulsifier Improves the Efficiency and Reliability
of Explosives for Mining
Using cost-effective raw material is crucial for the Clariant Mining Solutions explosive emulsifier customers.
Traditionally only high-grade materials were suitable for use in mining explosive emulsifier applications. Clariants
Arkomon XP 1014 allows customers, for the first time, to use lower-cost products without the poor blasting con
sistency and low durability problems of the past. Clariant's Arkomon XP 1014 is an emulsifier that improves reli
ability and increases profitability

Cost Efficient

use of cost effective raw material

Increased Accuracy

High Performance

improved material reliability


and durability

improved profitability

FLOATREAT Ensures Maximum Oil Production under Challenging Conditions


The conditions in oil production are becoming more complex, whether it may be on the high seas with deep drill
ing of more than 1000 meters in depth, or in icy temperatures of colder than 51 degrees Celsius (60 degrees
Fahrenheit). Contaminations or cold-related viscosity of the oil can lead to catastrophic chain reactions and envi
ronmental problems. The Floatreat range of down-hole treatments removes and prevents asphaltene and paraffin
deposits and also resolves emulsions that have formed in the near-wellbore. Where Floatreat has been applied,
significant increases in hydrocarbon production have resulted. Floatreat technology is also applied as a drag reduc
er, increasing fluid throughput to water injection, or disposal wells, as well as multiphase or hydrocarbon transpor
tation systems. Floatreat drag reducers therefore allow more fluid to be transported with often a lower energy
input and with greater productivity.

80

Energy efficient

Performance

High Performance

lower energy input

processing advantages

greater productivity

Business Area
Natural Resources

Sales by Region

Trend Towards Increased


DeepWATER Oil Production

Total 2014: CHF 1297 million


Global Oil Production in million barrels
Source: Douglas Westwood, Spain, 2010
Europe CHF 429 m 33%

120

100

Latin America CHF 359 m 28%

80
60
40

Asia/Pacific CHF 226 m 17%

20

North America CHF 180 m 14%


Middle East/Africa CHF 103 m

0
1950 1965 1980 1995 2010 2025

8%

Offshore deep
Offshore
Onshore (incl. unconventional reserves)

Market Positions

No.

Adsorbents

Clariant Annual Report 2014

No.

Refinery Services

No.

Oil Services

No.

Mining Services

81

Growth Through Sustainability


Cleaning of a Ten Mile Long Oil Pipeline? No Problem thanks to
SURFTREAT
Specialty chemical for environmentally
acceptable cleaning of oil and gas pipelines
Extends durability with protection from
corrosion and prevention from deposits
High water tolerance

Geko LE Reduces Volatile Aromatic


Hydrocarbons by up to 50%
Bentonite-based, environmentally compat
ible additive for the foundry industry
BTEX (benzene, toluene, ethyl-benzene
and xylene) emissions can be reduced by
up to 50%
Supports foundries in order to meet
growing environmental demands

Container Dri II for Fresh Arrival of


Coffee and Cocoa Around the World
Innovation of Functional Minerals
increases durability of cocoa and coffee
during time-consuming sea transports
Significantly reduces percentage of spoiled
merchandise
Contribution to sustainable transportation
chain

Roha is developing into the most important


Clariant location in India. The new laboratory
helps us to meet the local needs of our custom
ers even better.
Christian Kohlpaintner

Member of the Executive Committee

82

Business Area
Natural Resources

July

April

CLARIANT MINING
Solutions opens
new laboratory
in Roha/India

In the course of
the continuous
portfolio management across
the group, the
water treatment
business in
Africa was sold
in the middle
of 2014

August

Doubling of
production capacity for ether
amines in Brazil
for the mining
industry

Research facility opened to provide


customers with locally tailored solutions
to meet the unique demands for mineral
extraction in the India region

Buyer was the South African

Increased yield from lower quality ores

company AECI
Sales price was around CHF 34 million

Expansion will be concluded by the

Media News from 22 April 2014

Media News from 1 July 2014

Media News from 14 August 2014

end of 2015

Searching for innovative solutions our customers have come to recognize us as leaders
in the development of new technologies, e.g. for deepwater drilling.
We have won business with new custom
ers encouraged by our infrastucture in
vestments in key geographies the Unit
ed States, Latin America and Africa as
well as in people and innovative technol
ogy. Through Clariant Excellence we
have benefitted, and continue to benefit,
from optimizing our cost base, which has
had a positive impact on the margin
trend.

On track for


further growths.

John Dunne

Head Business Unit


Oil & Mining Services

Mr. Dunne, the improved results in


2014 have been remarkable. What was
the reason?

John Dunne This has really been a

very successful year. We have seen


growth in all areas, notably the emerging
markets have been particularly dynamic.

Clariant Annual Report 2014

Where are the trends of the future?

John Dunne The drilling for, and pro

duction of oil and gas is becoming more


technologically challenging. Searching
for innovative solutions our customers
have come to recognize us as leaders in
the development of new technology,

for example for deepwater drilling, fluid


separation, and enhanced oil recovery.
Protecting the environment will contin
ue to be a major driver and where we
will continue to invest in the sustainabil
ity of our products.
What has been planned specifically in
terms of growth for the coming years?

John Dunne Our success in 2014 has

shown the Oil and Mining Services


team's ability to deliver and we are con
fident in our prediction to increase sales
by 67% annually. We will continue
to invest in the growth of our global busi
ness by expanding in North America,
Latin America and Africa.

83

Plastics &
Coatings

Innovations
for Every
Day

Business Area
Plastics &
Coatings

How can laundry be made even whiter, how can buildings be insulated even more
efficiently, how can cell phones be protected from self-ignition all of these are
themes with which the experts from the Plastics & Coatings Business Area occupy
themselves daily. A large range of high-tech products and innovations are hidden
behind supposedly trivial things of daily life, which originate from Clariants Busi
ness Area with the strongest sales. Because of the rising standard of living and the
dynamic demand in the emerging countries, the resources of this Business Area are
increasingly used there.
Innovative Helper in (Almost)
All Life Situations
Because of the broad spectrum of applications across almost all
industries, the Plastics & Coatings Business Area grows in approxi
mately the same dynamics as the global world economy. Going
forward, profitability is expected to enhance through continuously
improved cost efficiency, the rise in the large growth potential of
the emerging countries, the increasing focus on sustainability, and
a high innovative capacity, which make the development of marginstrong products and applications possible.

Additives
BU Additives is an important provider of products with functional
effects in plastics, coatings, printing inks and other applications.
Innovative products like non-halogenated flame retardants offer an
environmentally compatible protection for electrical and electronic
devices. Additionally, Additives produces waxes for plastic appli
cations, hot melt adhesives, polishes and protective coatings. Poly
mer additives improve the heat, light and weather resistance of
plastics and coatings. A core element of strategy is to strengthen
Clariant's presence in the emerging markets.

Pigments
Plastics & Coatings is composed of the three Business Units:
Masterbatches, Additives and Pigments.

Masterbatches
BU Masterbatches is a worldwide leading provider of color and
additive concentrates, as well as technical composite materials for
the plastics industry. It also serves the markets for packaging,
consumer goods, medicine and pharmaceuticals, textiles, transpor
tation and agriculture. From over 50 production plants worldwide
the trend is on the rise customers locally and internationally
are supplied. The strategic focus is on regional growth and attrac
tive market sectors with future-oriented perspectives.

86

BU Pigments has established itself as a worldwide leading provider


of organic pigments, pigment preparations and special colorants.
The broadly diversified portfolio comprises high performance pig
ments and colorants, which meet the high requirements of indus
trial, automotive, and architectural coatings, the plastics industry,
special applications as well as traditional, inkjet and laser printing.
The central objectives of the Business Unit are strengthening its
position as a leading innovative provider of color solutions and the
expansion into emerging markets.

Business Area
Plastics & Coatings

CROSS FUNCTIONAL EXPERTISE FOR INNOVATIVE EVERYDAY PRODUCTS

Additives
A
 dditives for masterbatchers and converters
to ease the production and to improve the
performance of plastic packages

MAJOR PACKAGING TRENDS


AND GROWTH POTENTIAL

S
 ingle and multilayer films
for functional packaging

+8.0%
FUNCTIONAL
PACKAGING

Masterbatches

P.A.

P
 roducts and services to the plastic
converting industry
M
 ultilayer bottles and biaxial oriented
films for transport packaging,
smart packaging and solar panels

+5.7%

Pigments

GREEN
PACKAGING
MATERIALS

P
 ackage coloring and printing
pigments for exact brand color
S
 afe pigments for indirect
food contact approval and
other sensitive applications

M
 oisture and oxygen protective packaging
for healthcare applications

P.A.

+5.5%
P.A.

CONSUMER
PACKAGING
MARKET

Data sources: Freedonia, Active and intelligent


packaging, 2011; Smithers RAPRA Study 2012;
ICB 2011

Strategic Focus on Profitable Growth

Key Financial Figures

14.0%

2579

Current EBITDA margin (before exceptional items)

1619%
EBITDA target margin (before exceptional items)

Expansion of presence in the emerging markets


Development of innovative products with special
consideration o
 f the heightened ecological
awareness, as well as the increased legal require-
ments and regulations identified for plastics, inks,
and coatings
Continuous improvement of cost efficiency
Specific initiatives with dynamic growth product
groups, for example, with flame retardants

Sales in CHF m

360
EBITDA* in CHF m

+6%
in local currencies

+5%
in local currencies

before exceptional items

Clariant Annual Report 2014

87

Growth Through Sustainability


CESA-absorb: Sustainability is Trump with
Masterbatches for Packaging
Active oxygen barrier in PET packaging like bottles
and foils lengthens the product shelf life for foods
in an environmentally compatible way
Good recyclability and high transparency of the
plastics

Exolit: Ideal Flame Retardant for a Multitude


of Applications
Unique product range of environmentally
compatible flame retardants
Exolit OP 560 rated by US authorities as especially
safe flame retardant with polyurethane foams
Exolit OP 1400 for use in high-quality polyamide
plastic parts, particularly when used in humid and
hot conditions

We see enormous growth


potential in the plastics
area in China and we can
better serve the needs of
our customers with these
investments.
Mathias Ltgendorf

Member of the Executive Committee

88

Hostaperm Pink E : High-Performance Pigment


Made From Renewable Raw Materials
Improved environmental friendliness with the
same quality from biotechnologically-constructed
succinic acid
High-performance pigment for printing ink, also
suited for other applications

Expansion in the Asian/Pacific Region in 2014


Announcement of more targeted investment projects for the
plastics industry in China
Expansion of the manufacturing plants at the location of
Zhenjiang for Ceridust, Polymer-additives (Addworks),
and Pigment Violett 23
Doubling of the production capacity for Masterbatches in
Guangzhou

Media News from 29 September 2014

Business Area
Plastics & Coatings

Sales by Region
Total 2014: CHF 2579 million

MOST IMPORTANT INDUSTRIES FOR


MASTERBATCHES SALES
Europe CHF 978 m 38%

Latin America CHF 272 m 11%

3040%
Packaging

Asia/Pacific CHF 709 m 27%

2025%
Consumer goods

North America CHF 432 m 17%


Middle East/Africa CHF 188 m

7%

<15%

Transportation, Agriculture,
Medicine and Pharmaceuticals, Textiles

Market Position

No.

Masterbatches

Clariant Annual Report 2014

No.

Decorative paints

No.

Automotive coatings

89

Innovation Highlights
Pigments: Sanolin Lave liquid non-staining colorants
 rainbow of colors mainly for the coloration of detergents, fabric softeners
A
and stationery products
The requirements of well-recognized Ecolabels such as the EU Ecolabel or the Nordic Swan are fulfilled
These colors do not stain textiles or skin, thus eliminating the need for additional cleaning efforts
(to remove color stains )
The liquid and non-dusting handling form ensures easy and safe application of the colors and reduces
cleaning efforts in production

Planet

HIGH PERFORMANCE

People

less water for cleaning


fulfilling Eco-label requirements

efficiency in coloration

Safe workplace & handling

Additives: Ceridust 8330


 new bio-based and outperforming additive for printing inks, which improves the surface properties while
A
dosage can be reduced up to 50%

Planet

HIGH PERFORMANCE

COST EFFICIENT

50% bio-based

efficiency

higher economic efficicency

Masterbatch: Hydrocerol Enables the Production of Energy-Saving Insulation Panels


Market launch in the first quarter of 2015
Nucleating agent for the new generation of insulating construction materials
Effective and energy-saving insulation with simultaneously thinner, space-saving panels
Great potential because poorly insulated buildings are responsible for almost 40% of the global CO2 emissions

90

HIGH PERFORMANCE

COST EFFICIENT

ENERGY EFFICIENT

up to 3% higher yield

increased productivity leads to


higher economic efficiency

reduction of energy consumption


up to 10%

Business Area
Plastics & Coatings

June

September

Expansion of
a new plant and
August
doubling of
capacity for pigment preparation New Masterin TangErang/In- batches plant
near Sydney/
donesia
Australia
Focus on high-quality pigments for

Doubling of
the capacity
for pigments
and pigment
preparations in
Roha/India
Improved market coverage in India and

neighboring countries

products with eco-seal


Certification of the location according to
ISO 50001 for improved energy conser vation and environmental protection

Focus on color and additive master batches for Australian customers


Close collaboration with the plant
in Albany/New Zealand

Investment of CHF 3.2 million


Media News from 12 June 2014

Media News from 12 August 2014



Media News from 17 September 2014

Strategy: direct delivery to the customers

in their markets according to local and


international requirements

Cost efficiency will be the key to higher margins.

HANS BOHNEN,

Former Head of Busi


ness Unit Master
batches
New Head Global
Business Services

Therefore this is one the four strategic


pillars of the Masterbatches area of
operations.

On track for


further growths.

Mr. Bohnen, why is innovation particularly crucial for Masterbatches?

HANS BOHNEN Our future success de

pends to a large extent on how success


ful we are in the development and mar
ket establishment of innovative products.

Clariant Annual Report 2014

Which projects can you highlight


here?

HANS BOHNEN One of our highlights is

certainly the newly opened Master


batches project house in Pogliano, Italy
at the end of 2013 for the research of
pioneering concepts and solutions for
Masterbatch products and procedures.
As a result of this, we connect the indus
try know-how here from experts
throughout the world in interdisciplin
ary, cross-functional teams including
scientists, technicians, marketing spe
cialists, academics, and suppliers.

Which innovation highlights does


Clariant presently have in the Masterbatches operation?

HANS BOHNEN Two examples: Firstly,

CESA-absorb minimizes the oxygen


permeability of PET packaging, and
therefore makes food more durable, and
at the same time, it helps save packaging
material, waste, and energy. We project
here a market potential of approximately
CHF 100 million. Secondly: Hydrocerol
enables the production of energy-con
serving insulation panels. The size of the
market here is approximately CHF 460
million.

91

Financial
Review

92

Financial Review

Clariant continued to deliver in 2014 thanks to a balanced, growth-oriented portfolio.


The local currencies sales growth was above the growth of the industry and profitability
showed again an improvement despite of unfavorable currency movements and a continued lack of growth in the European economies.
Business Performance in 2014

Business Operations

Summary Statement for the Business Year 2014

Corporate Strategy Extended to Five Pillars

Clariant recorded a 5% growth in local currencies in 2014 (1% in


Swiss francs) and was significantly above the specialty chemical
industry as a whole. Growth was driven by its strong presence in
Latin America and Asia, which is reflected in double-digit and
high single-digit growth rates respectively. While the North American business reported a slight increase in sales, the sales in Europe
declined slightly. However, as in the preceding year, the clear volume and slight price increases were partially offset by negative currency effects so that the Group sales of CHF 6116 million from
continuing operations were slightly above the comparable level of
the previous year.

As a consequence of the significance to the topic of sustainability


and further underlining the strong commitment of the company to
sustainable practices it was announced at the beginning of September 2014 to add sustainability to the corporate strategy. Sustainability plays a key role for the future profitable growth and Clariants
innovations.

In view of an improved cost efficiency and a favorable product mix,


Clariant succeeded in increasing the comparable results before
interest, taxes, depreciation and amortization (EBITDA) before exceptional items by 1% to CHF 867 million. Correspondingly, the
EBITDA margin improved slightly from 14.1% to 14.2%.
Net debt was reduced to CHF 1263 million from CHF 1500 million
recorded at year-end 2013 thanks to a strong cash generation and
was therefore below the targeted CHF 1300 million.

Clariant Annual Report 2014

In order to reach the mid-to long-term objectives, Clariant focuses


its corporate strategy on five central pillars:
Increase Profitability
Reposition Portfolio
Add Value with Sustainability
Foster Innovation and R&D
Intensify Growth
Clariants corporate strategy will help to position the company as
the worlds leading specialty chemicals company with a return on
invested capital (ROIC) above peer group average and an EBITDA
margin target range of 1619%.
The EBITDA margin target of 1619% should be achieved by implementing the following measures:
12 percentage points margin increase from growth in above-average profitability businesses and the introduction of innovations
Further potential of 12 percentage points through cost efficiency
measures and productivity improvements throughout the Group

93

2015 will mark a further progress towards


Clariants mid-term target of achieving
a position in the top tier of the specialty
chemicals industry.
Patrick Jany, Chief Financial Officer

General Conditions
Growth in the World Economy Slowed Significantly
in the Course of the Year
The decelerated growth in developing countries, the persistent uncertainty within Europe and numerous geopolitical crises, in the
Ukraine for example, have made the economic environment in the
course of the 2014 reporting year increasingly bleaker. The Inter
national Monetary Fund (IMF) had still projected a global economic growth of 3.9% in its prognosis in January 2014, but it was
gradually reduced to only 3.3% by January 2015. Therefore, a similar growth dynamic was recorded as in 2013. The economies of
the industrial world expanded 1.8% overall. In Europe, the economy grew by a moderate 0.8%. While the German economy gained
1.5%, growth stagnated in France (0.4%), whereas in Italy it declined (0.4%). North Americas national product grew in 2014 by
2.4%; Japans economy continued to stagnate (0.1%).
The growth dynamic of the developing and emerging industrial
countries was 4.4%, again below the previous year of 4.7%. China
continued to report the largest gain in percentages with 7.4%,
which was, however, also below the growth rate of the previous
year. There were very different developments with the remaining
BRIC nations. Brazil (+0.1%) is experiencing a persistent investment slump, Russia (+0.6%) suffers under the economic sanctions
due to the Ukraine crisis. In contrast, Indias economy again increased significantly (+5.8%).

Persistent Volatility on the Foreign Exchange Markets


While the exchange rate of the Swiss franc to the Euro remained
stable during the year 2014 and close to the 2011 defined minimum
exchange rate of 1.20, some important currencies for Clariant were
devalued to the Swiss franc in 2014. The US dollar gained 11% and
the Indian rupee gained 9% against the Swiss franc. The Japanese

94

yen and the Brazilian real remained relatively stable compared to


other years of higher volatility. Overall, the adverse currency impact decreased somewhat in the second half of the year compared
to the first six months.

Profit, Financial, and Asset Situation


Key figures for continuing operations in CHF m

2014

2013

Change
in%

Sales

6116

6076

Gross profit on sales

1772

1744

EBITDA before exceptional items

867

858

Margin (%)

14.2

14.1

EBIT before exceptional items

585

574

Margin (%)

9.6

9.4

EBIT
Financial result
Income before taxes

525

470

12

146

125

17

379

345

10
27

Net income

235

323

Basic earnings per share

0.55

0.98

Adjusted earnings per share

1.12

1.16

Significant Sales Growth Driven by Volumes and Slight


Price Increases
With respect to a notable volume growth of 4% and a slight
price increase (+1%), the Group sales increased in local currencies by 5% compared to the preceeding year. As a result of
the negative exchange rate effect, Clariant demonstrated a slight
increase of 1% to CHF 6116 million in the 2014 reporting year
(2013:CHF6076million). Sequentially an improving sales progression was observed during the year. In the fourth quarter, sales
increased, driven by sales price increases.

Financial Review

Group sales five year overview in CHF m

20141

6116

20131

6076

20121

6038

2011

7370

2010

7120

Against this backdrop, the importance of the developing countries


and the emerging markets increased, expanding their share of the
Group sales to 47% from 46% in the year under review.
Sales by Region continuing operations in CHF m

0 2000 4000 6000 8000

continuing operations

Dynamic Sales Development in Latin America and Asia


The positive sales development in the expanding Latin American
and Asian economies also had a positive effect on the Clariant
Group sales in 2014. The regional sales development was however
curbed again by significant currency effects. Therefore, Clariant
attained a clear sales growth of 18% in Latin America in local currencies. However, after conversion into Swiss francs, growth remained at 6%. The depreciation of the Brazilian real compared to
the Swiss franc was mainly responsible for this effect. Across-theboard, the Brazilian activity showed only a moderate growth of 4%
in local currencies (6% in CHF) due to the cautious development
of the local economy. Only moderate sales growth in local currencies of 3% was generated in North America, which corresponded to
growth of 1% in CHF. Europe showed a slight decline in sales of
2% in local currencies (5% in Germany), which was primarily due
to the foregoing of sales from lower margin activities (like-for-like
Europe +0%, Germany +0%). A highly diversified increase in demand
in the Middle East and Africa resulted in sales growth of 7% in
local currencies compared to 2013 (+2% in CHF). The Asian activities could increase their sales growth in local currencies by 9%
(+4% in CHF). Sales increased 9% in local currency in the important Chinese market.

Europe
MEA1
North America
Latin America
Asia/Pacific

2014

2013

Change
in %

Change in
LC2 in %

2232

2321

461

452

1006

996

984

931

18

1433

1376

Middle East/Africa

LC = Local currency

Sales Structure by Currencies 2014 in %

Euro
41

US dollar
38

Japanese yen
3

LC Emerging markets
18

Cost Structure by Currencies 2014 in%

Euro
46

US dollar
32

Japanese yen
3

Swiss franc
4

LC Emerging markets
15

Clariant Annual Report 2014

95

Gross and EBITDA Margins Further Improved

Sales by Business Area in CHF m

Care Chemicals
Catalysis & Energy
Natural Resources
Plastics & Coatings

2014

1 511

2013

1 561

2014

729

In view of slightly receeding raw material prices, a good product


mix, a higher capacity utilization due to higher volume and the
successful Clariant Excellence initiative, Clariant could improve
the gross margin despite the negative currency effects from 28.7%
to 29.0%.

2013

713

2014

1 297

2013

1 281

2014

2 579

EBITDA* Five Year Overview in CHF m

2013

2 521

2014

867

2013

858

2012

8171

2011

9752

0 2000 4000

Change in Sales (LC) by Business Area in %

Care Chemicals

+1

2010

Catalysis & Energy

+7

901

Natural Resources

+8

*before exceptional items 1adapted for IAS 19 2as reported

Plastics & Coatings

+6

200 400 600 800 1000

EBITDA* margin five-year overview in%

The developments in the underlying business operations were positive in 2014. Three of four Business Areas were able to increase
sales in Swiss francs. Sales of Care Chemicals increased by 1% in
local currencies (3% in CHF) due to the reduction of the exposure
to lower margin products. On a comparable basis, a gain would
have been achieved. The Catalysis & Energy Business Area profited
from a higher demand and could gain 7% in local currencies (+2%
in CHF). Also Natural Resources (+1% in CHF; +8% in local currencies) and Plastics & Coatings (+2% in CHF; +6% in local
currencies) showed a solid sales development, where different trends
were recorded within the businesses.

96

2014

14.2

2013

14.1

2012

13.51

2011

13.22

2010

12.7
0 4 8 12 16

*before exceptional items 1adapted for IAS 19 2as reported

The Groups EBITDA before exceptional items improved by 6%


in local currencies, which translates in a 1% increase in Swiss francs
or CHF 867 million (2013: CHF 858 million). Accordingly, the corresponding EBITDA margin slightly improved from 14.1% to 14.2%.

Financial Review

EBITDA* by Business Area in CHF m

2014

2013

Change
in %

Change in
LC1 in %

Care Chemicals

259

263

Catalysis & Energy

171

159

13

Natural Resources

191

195

Plastics & Coatings

360

356

*before exceptional items 1LC = Local currency

The improvement was driven by the Business Areas Catalysis &


Energy (+8% in CHF; +13% in local currencies) and Plastics &
Coatings (+1% in CHF; +5% in local currencies). Natural Resources
and Care Chemicals contributed less EBITDA compared to last
year. Natural Resources demonstrated solid EBITDA growth of 5%
in local currencies, which was however offset by currency effects
(2% in CHF). Lower contributions from the high-margin De-icing
business in the Care Chemicals Business Area was the cause that
the previous years profits were not completely attained (2% in
CHF; +3% in local currencies).
EBITDA* Margin by Business Area in %

2014

2013

Care Chemicals

17.1

16.8

Catalysis & Energy

23.5

22.3

Natural Resources

14.7

15.2

Plastics & Coatings

14.0

14.1

*before exceptional items

The adjusted operating earnings improved by keeping selling, general and administrative costs (SG&A costs) on a constant level.
The SG&A costs as a percentage of sales remained stable with 17.2%
(2013: 17.0%). A significant improvement would have been achieved
without the positive exceptional items registered in the previous
year due to an acquisition in Natural Resources. In absolute figures,
this was expressed in a slight increase from CHF 1034 million to

Clariant Annual Report 2014

CHF 1049 million. As in the previous years, the strategic focus


on innovations as part of the Innovation Excellence initiative was
reflected by an increase in the R&D (research and development)
expenditures in the year under review from CHF 199 million
to CHF 213 million. With regard to sales, this corresponds to an increase from 3.3% to 3.5%.
EBIT (earnings before interest and taxes) before exceptional items
of CHF 585 million was above the value of the previous year of
CHF 574 million, which is 2% (+8% in local currencies).
As announced, exceptional items decreased to CHF 60 million
compared to CHF 104 million a year before. Non-recurring expenses for the year in review were accrued for streamlining the companys portfolio, restructuring measures at various locations (mainly
European), as well as impairments, which totaled CHF 228 million
and were clearly above the previous years level of CHF 123 million.
A land sale in India improved the gain from disposals not qualifying
as discontinuing operations to CHF 168 million compared to
CHF 19 million reported in 2013. Therefore the operative earnings
(EBIT) compared to the previous year (CHF470million) increased
by 12% to CHF 525 million. The corporate costs remained stable
at CHF 114 million in the year under review (2013: CHF 115 million).
Excluding central administrative costs and focusing solely on
business area income, EBITDA in 2014 before exceptional items
came to CHF 981 million (2013: CHF973 million).
The negative financial result increased mainly due to negative currency effects in the amount of CHF25 million (2013: CHF6million) from CHF 125 million to CHF146 million. Income before
taxes increased accordingly to CHF379 million (2013: CHF 345 million). Due to not tax deductible exceptional items, the tax burden
has significantly increased compared to last year from CHF 22 million to CHF 144 million.

97

Disposal of Discontinuing Operations Leads to


Improved Quality of Underlying Profits

Segment Analysis

On a comparable basis the net profit came in lower than last year
due to positive one-time gains from portfolio transactions in 2013,
which lowered taxes in the previous year. The mentioned factors
resulted in a declining net profit from continuing operations of
CHF 235 million (2013: CHF 323 million) resulting in earnings per
share of CHF 0.55 (2013: CHF 0.98). Not accounting for these
one-off movements, the adjusted earnings per share amounted to
CHF 1.12 (2013: CHF 1.16). This calculation is based on the slightly
increased weighted average number of shares outstanding of
319689210 compared to 312 611 085 in the preceding year. Because
the majority of the discontinued operations were already disposed
of in 2013, the net loss from discontinued operations was CHF 18
million, very clearly below the figure of 2013 of CHF 318 million.
Taking into account these losses, the Clariant Group attained a
net profit of CHF 217 million (including discontinued operations)
for the year under review (2013: CHF 5 million).

Care Chemicals

Considering the solid business development, Clariants Board of


Directors have decided to propose to the general assembly an
increase of the distribution per share for 2014 from CHF 0.36 to
CHF 0.40 per share. The corresponding proposal will be presented
to the 20th Annual General Meeting on 31 March 2015 for a vote.

98

Care Chemicals Key Figures in CHF m

Sales

2014

2013

1511

1561

EBITDA before exceptional items

259

263

Margin (%)

17.1

16.8

EBIT before exceptional items

211

219

Margin (%)

14.0

14.0

Headcount

2203

1850

Sales growth in local currencies Dynamic growth with


Crop Solutions and Personal Care
Improved profitability, phasing out of lower margin business
At first glance, in the Care Chemicals Business Area the sales declined in the reporting year 2014 by 3% to CHF 1511 million
(+1% in local currencies). However, this was solely due to the conscious renouncement of sales contributions from lower-margin
products. A small plus would be achieved by adjusting for this effect. In local currencies, the area showed a like-for-like growth
of 3%. Latin America as well as the Middle East and African region
achieved a strong growth, while North America and Asia grew at
a low single-digit level compared to the previous year. The sales
in Europe turned out to be lower due to the above-mentioned effects.
The Consumer Care as well as the Industrial Applications business
achieved a solid growth. In the year under review, Consumer Care
especially benefited from a double-digit percentage growth in
Crop Solutions and a high single-digit growth in Personal Care. The
Aviation business (i.e. de-icing agents) suffered from a virtually
non-existent winter in Q1 and Q4 2014 in Europe.

Financial Review

The EBITDA margin before exceptional items showed with 17.1%


a slight increase compared to the previous year (16.8%). The negative currency effect has been partially compensated by a positive
product mix, which can be traced back to a larger contribution by
the more profitable Personal Care and Crop Solutions businesses.
For the coming years, the Care Chemicals Business Area expects
growth to be driven by innovations and product introductions
in Personal Care, Crop Solutions and Home Care. For instance,
Clariant has underlined its commitment to sustainability in August
2014 with the introduction of its EcoTain concept for the area
of care products. EcoTain products are characterized by an extraordinary sustainability profile across the entire value chain.

Catalysis & Energy


Catalysis & Energy Key Figures in CHF m

2014

2013

Sales

729

713

EBITDA before exceptional items

171

159

Margin (%)

23.5

22.3

EBIT before exceptional items

113

91

Margin (%)

15.5

12.8

Headcount

1790

1918

Dynamic gains in sales and results in the core activities


Sold Energy Storage business as a result of the active portfolio
management

ment reluctance in the previous year. Syngas recorded a solid, but


smaller growth than Specialty Catalysts and Petrochemicals.
Sales in the Energy Storage business were significantly above the
level of the previous year.
As expected, the EBITDA margin before exceptional items of the
Business Area increased in 2014 compared to the previous year
from 22.3% to 23.5%, stemming from a favorable mix effect and
a smaller dilution by the Energy Storage business.
As a result of the strategic focus to continuously reposition the
portfolio towards core activities, Clariant agreed to sell the Energy
Storage business at the end of 2014. The transaction is expected
to close in the first half of 2015. Thereafter the Business Area will
operate under the name Catalysis from 2015 onwards.
New alternative feedstock sources, the further development of new
procedures, as well as contributions from new strategic alliances
will drive growth in this Business Area. CB&Is Lummus Novolen
Technology is a partner for polypropylene catalysts, and there is a
collaboration with Siemens Fuel Gasification Technology for SGS
(sour gas shift) catalysts for the production of chemicals and fuel
from coal. In addition, the Business Area will introduce innovative
and sustainable solution to the market. The Business Area expects
an above-average market growth middle to long-term, particularly
in the USA and China based on the occurrence of shale gas, the
coal-to-chemicals and the fuel production.

In 2014, sales in the Catalysis & Energy Business Area increased by


7% in local currencies and by 2% in Swiss francs. The prime reasons for this were significant increases in demand in all important
activities. Therefore, a strong single-digit sales growth was attained
in the Specialty Catalysts segment. The Petrochemical Catalysts
profited from a replenishment cycle as a consequence of the invest-

Clariant Annual Report 2014

99

Natural Resources
Natural Resources Key Figures in CHF m

2014

2013

1297

1281

EBITDA before exceptional items

191

195
15.2

Sales
Margin (%)

14.7

EBIT before exceptional items

154

151

Margin (%)

11.9

11.8

Headcount

2878

3012

Significant gain in sales in all areas in local currencies


Divested parts of the Water Treatment business
The Natural Resources Business Area benefited from a stimulation
in all business segments in 2014 and attained a sales growth of 8%
in local currencies and 1% in Swiss francs. Oil & Mining Services
achieved a double-digit sales growth in an annual comparison.
The business was able to gain double-digit percentage points in all
regions with the exception of Asia and Europe where the business
remained stable. The Oil Services business benefited from a strong
growth in North America. Mining Services continued to record
a good double-digit sales growth, driven primarily by the demand
in Latin America.
Underlying sales growth of Functional Minerals continued to be
stable in most geographical areas and was especially strong in
North America and Latin America. A very solid growth was registered in the Purification business, whereas the growth dynamic
with Foundry Additives decreased in the second half of the year.
The reported figure was, however, negatively influenced by the sale
of the African Water Treatment business in the second quarter
of the year. Sales of Functional Minerals were therefore below the
level of the previous year in local currencies and in Swiss francs.

100

The EBITDA margin before exceptional items of the Natural Resources Business Area declined from 15.2% to 14.7%. This was due
to the fact that EBITDA of the previous year benefited from a onetime book gain in the third quarter of 2013. This profit was connected with the acquisition of the deepwater business in the Gulf of
Mexico. Without this one-time effect, the EBITDA margin actually
improved based on higher volumes, sales prices, lower cost base
resulting from efficiency measures, as well as a better product mix,
all of which over-compensated the considerably negative currency
influence.
For the future Functional Minerals will focus on an accompanied
growth in the emerging markets, whereby selective investments are
made in those regions. Oil & Mining Services will continue to offer
first class services and benefit from the introduction of innovations.

Plastics & Coatings


Plastics & Coatings Key Figures in CHF m

2014

2013

2579

2521

EBITDA before exceptional items

360

356

Margin (%)

14.0

14.1

EBIT before exceptional items

275

273

Margin (%)

10.7

10.8

Headcount

6907

6307

Sales

All areas and geographical regions contributed to the growth in


local currencies
Stable profitability in spite of negative foreign exchange effects
The sales in the Plastics & Coatings Business Area increased compared to the previous year by 6% in local currencies and by 2%
in Swiss francs. All three businesses, Pigments, Masterbatches and

Financial Review

Additives, and all geographical regions contributed to the growth


in local currencies. A particularly strong demand existed in North
America, Latin America, and the Asia/Pacific region.
All segments within Pigments contributed to the growth. Printing
registered a strong growth in the double-digit percentage range.
This was due to the decision to opportunistically capture more volumes in lower margin product groups in order to increase the capacity utilization. Coatings as well as Plastics repeatedly generated
high single-digit growth rates in local currencies.

In the future, Plastics & Coatings expects a continuously robust demand in most regions. In view of the difficult economic general
conditions in Europe, the capacities are aimed towards the regions
and markets with strong growth in Asia and Latin America.

Discontinued Operations
Discontinued Operations Key Figures in CHF m

Sales
EBITDA before exceptional items

Sales for Masterbatches increased in Automotive, Packaging and


Consumer Goods. In September 2014 the company announced the
acquisition of VitaPac, an innovative, technology-oriented Chinese
specialist for healthcare packaging with a focus on active sorbents.
VitaPac manufactures a large selection of high-quality protective
packaging for the pharmaceutical, nutraceutical and food industries,
as well as the logistics and electronic sectors.
Additives attained a high sales growth in the Flame Retardants
area. Sales in Polymer Additives increased, whereas Waxes remained unchanged. The demand for halogen-free flame retardants
for use in electrical applications and in electronics has picked up
considerably. In the event of stricter environmental regulations/
recommendations, the demand for other applications will also benefit in the future.

Margin (%)
EBIT before exceptional items
Margin (%)

2014

2013

98

1457

15

100

15.3

6.9

15

100

15.3

6.9

Sales reported under discontinued operations amounted to


CHF98million, while EBITDA margin before exceptionals resulted
in 15.3%. These numbers mainly include pro-rata sales and earnings
contributions from the Leather Services business, which has been
sold to the Dutch Stahl Group effective 30 April 2014.
Accordingly, there is no comparable estimate to be expected for the
financial statement of the 2015 reporting year.

The EBITDA margin before exceptional items of Plastics & Coatings remained with 14.0% on roughly last years level of 14.1%.
Higher volumes could compensate for the unfavorable mix effect,
which was linked to the opportunistic production of more
low-margins products in order to increase the capacity utilization.
In addition, the profitability continued to be influenced by unfavorable currency developments.

Clariant Annual Report 2014

101

Summary of Financial Statements


Consolidated balance sheets
at 31 December 2014 and 2013

31.12.2014
in CHF m

in %

31.12.2013
in CHF m

in %

Assets
Non-current assets
Property, plant and equipment

2104

2041

Intangible assets

1487

1549

635

608

Financial assets

44

27

Prepaid pension assets

18

43

271

245

Investments in associates and joint ventures

Deferred tax assets


Total non-current assets

4559

57.6

4513

55.2

Current assets
Inventories

930

846

Trade receivables

985

905

Other current assets

385

482

Current income tax receivables


Near cash assets
Cash and cash equivalents
Total current assets
Assets held for sale
Total assets

56

60

180

147

748

770

3284

41.5

3210

39.3

72

0.9

451

5.5

7915

100.0

8174

100.0

Equity and liabilities


Equity
Share capital

1228

1228

Treasury shares (par value)

45

49

Other reserves

852

881

Retained earnings

574

654

2609

2714

Total capital and reserves attributable to Clariant shareholders


Non-controlling interests
Total equity

124
2733

66
34.5

2780

34.0

Liabilities
Non-current liabilities
Financial debts

1761

1830

72

120

Retirement benefit obligations

924

669

Provision for non-current liabilities

210

Deferred tax liabilities

Total non-current liabilities

2967

223
37.5

2842

34.8

Current liabilities
Trade and other payables

1147

1227

Financial debts

430

589

Current income tax liabilities

313

274

Provision for current liabilities

315

Total current liabilities

334

2205

27.9

2424

10

0.1

128

1.5

Total liabilities

5182

65.5

5394

66.0

Total equity and liabilities

7915

100.0

8174

100.0

Liabilities directly associated with assets held for sale

102

29.7

Financial Review

Continued Healthy Balance Sheet


Significantly Reduced Debt
As of 31 December 2014, the balance sheet total has been further reduced from CHF 8174 million in the previous year to CHF 7915 million 2014, primarily due to a comprehensive portfolio optimization.
In addition, cash, cash equivalents, and near-cash assets were used
to reduce liabilities. This led to a decline of the liquid assets from
CHF 770 million to CHF 748 million. The total cash position including near-cash assets remains at a sound CHF 928 million (2013:
CHF 917 million).
The investments in associates and joint ventures increased in the
year-to-year comparison from CHF 608 million to CHF 635 million.
The first consolidation of the indirect holding of 23% investment
in the Dutch Stahl Holdings B.V., which Clariant acquired in return
to the sale of Leather Services, had a positive effect in the amount
of CHF 187 million. However, the sale of the 50% investment in ASK
Chemicals GmbH had a reverse effect of CHF 158 million. The
assets held for sale decreased from CHF 451 million to CHF 72 million due to the sale of Detergent & Intermediates and the Leather
Services activities.

Due to the positive cash flow development, the portfolio measures,


as well as the land sale in India, the net debt decreased from CHF
1500 million to CHF 1263 million. This figure includes current and
non-current liabilities, cash and cash equivalents, near-cash assets,
and financial instruments with positive market values. The gearing
ratio (net financial debt to equity) has been reduced to 46% after
54% in the previous year.

Solid Liquidity Structure Based on Long-Term


Structured Maturity Profile
Clariants financing structure has continued to be very sound at the
end of the fiscal year 2014. The company has a broadly diversified
maturity structure of its external liabilities and has provided for favorable financing terms. In 2014, the main emphasis continued
to be the further reduction of the gross and net debt. At the end of
September 2014, Clariant has successfully issued a domestic bond
in the amount of CHF 160 million with a term until the end of 2024
and a coupon of 2.125%. Therefore further improving the maturity
profile of the company.

In the reporting period, Clariants equity decreased from CHF2780


million to CHF 2733 million. The main reason for this was dis
tributions from reserves in the amount of CHF 115 million, as well
as negative effects in the amount of CHF 265 million net of tax
with regard to remeasurements of pension plans. This negative
effect could be partially compensated by the consolidated net
results of CHF 217 million and the positive currency effects in the
amount of CHF 72 million. Consequently, the equity ratio of 34.5%
was roughly the same as last year when it was 34.0%.

Clariant Annual Report 2014

103

Debt Maturity Profile per 31 December 2014 in CHF m

Liquidity Headroom

Maturities of Financial Debt

1000
928

900

Derivatives
Cash*
Uncommitted short-term loans

800

and other liabilities


Long-term loans

700

12

Certificate of indebtedness

710

EUR Bond
CHF Bond

600

500
430

400

2
599

212

300

285
5

200

16

100

174

16

200

165

249

160

284

99

148

12

1
Cash*

2015

*incl. near cash assets and financial instruments at positive fair values

104

254

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Financial Review

Two credit rating agencies maintain credit ratings for all seven
bonds issued by Clariant: Moodys assigned the bonds a long-term
rating of Ba1 with a stable outlook. Standard & Poors long-term
rating for the bonds is BBB- with a stable outlook. The most up-todate ratings can be found on the following website: www.clariant.
com/creditratings

Cash Flow Impacted by Portfolio Measures and


Debt Reduction
Cash flow before changes in net working capital decreased from
CHF 595 million to CHF 583 million. The lower net income after
reversal of non-cash items of CHF 730 million (previous year:
CHF 824 million) was overcompensated by lower payments on restructuring (CHF 89 million vs CHF 133 million previous year),
higher dividends received from associates and joint ventures
(CHF 50 million vs CHF 30 million previous year) and lower income tax paid (CHF 108 million vs CHF 126 million previous
year).

Above factors explain the increase of cash flow from operating


activities from CHF 301 million in the previous year to CHF 334
million.
Cash flow from investing activities decreased to CHF 31 million
(2013: CHF 100 million). This figure was influenced by cash inflow
from M&A activities, such as the land sale in lndia, the sale of
the ASK participation and the African Water Treatment business in
2014, and the disposal of Textile Chemicals, Paper Specialties and
Emulsions in 2013.
Cash flow before financing activities amounted to CHF 365 million
at the end of 2014 compared to CHF 401 million in fiscal year 2013.
The outflows from financing activities in the amount of CHF 403
million (2013: CHF 974 million) were mostly influenced by the continuous debt reduction of the company.
Cash flow 2014 in CHF m

1100

Changes in net working capital including provisions amounted to


CHF 249 million in 2014 (2013: CHF 294 million). The ratio of
net working capital to sales rose accordingly from 17.1% to 19.1%
and continues to be below the Group's target of 20%.

1000
900

923

340

800
700
600

249

500
400

31

300

365

200
100
0
EBITDA

Other cash items

Change in

Investment

Cash flow

(taxes, etc.)

working capital,

activities

before financing

incl. provisions

Clariant Annual Report 2014

activities

105

Extract of Cash Flow Statement in CHF m

31.12.2014

31.12.2013

Net Income

217

Reversals of non-cash items

513

819

Cash flow before changes in net working capital and provisions

583

595

Operating cash flow

334

301

Cash flow from investing activities

31

100

Cash flow from financing activities

403

974

Net change in cash and cash equivalents

22

602

Cash and cash equivalents at the beginning of the period

770

1372

Cash and cash equivalents at the end of the period

748

770

After adjustments for these effects, the Group's cash balance (including near-cash assets) rose from CHF 917 million in the previous
year to CHF 928 million by December 2014.

Clariant Stock

Investments

After a record year for the stock exchange in 2013, the development
in the capital markets in 2014 was marked by a heterogenous en
vironment with high volatility and geopolitical risks, which manifested itself differently in the development of regional stock exchanges worldwide. The central banks stuck with their expanding
monetary and low interest policies, which enhanced the demand
for stocks. The US Federal Reserve Bank as well as the European
Central Bank (ECB) lowered the prime rate to an all-time low close
to zero percent.

Investments in property, plant and equipment rose from CHF 292


million to CHF 310 million.
Investments from 2010 through 2014 in CHF m

2014

310

2013

292

2012

311

2011

370

2010

106

224
0 100 200 300 400

Global Stock Markets Affected Differently


by Economic Fears

Financial Review

This, coupled with solid economic growth, helped the Dow Jones
Industrial Index reach a record high of above 18050 points during
the month of December. In a year-to-year comparison, the Dow
Jones Index registered a significant increase of 8.4%. The Nasdaq
technology index generated an even larger profit of 14.3%. Japans
stock exchange benefited from massive cash injections by the Japanese central bank and also showed a gain of 9.7%. In contrast, the
European stock exchanges stagnated in a year-to-year comparison
with high fluctuations, especially during the last quarter of the year.
This affected the Euro Stoxx 50 (+2.8%), the German DAX (+4.3%),
and also the Swiss leading index SMI (+8.6%).

Clariant Stock Gains Slightly


In the reporting year, the Clariant stock was able to separate itself,
often significantly in a positive way, from the general development
on the stock market. On the one hand, the company benefited from
the successful implementation of the portfolio repositioning, and
on the other hand, from the expectations for an improved profitability, which was reflected in positive analyst assessments. In early
March (peak price: 6 March with CHF 18.83) and early June, the
stock reported a gain of just under 15%, but in light of the weakening economic outlook and a deteriorating European economy,
the stock had to endure profit-takings through the middle of October 2014. This resulted in a low for the year of CHF 14.55. Solid
numbers for the third quarter stimulated the demand for the stock
again, allowing the Clariant shares to finish the trading year with
a market price of CHF 16.72 and a positive share price performance
of 2.3%. In view of this gain and the number of shares of
331939199, the market capitalization of Clariant rose to
CHF5.6billion, while the Enterprise Value (EV) amounted to
roughly CHF 6.9 billion.

Clariant Annual Report 2014

In September 2014, the Clariant stock has been confirmed a member of the Dow Jones Sustainability Index. According to the assessment of the analysts of RobecoSAM, when it comes to sustainability, Clariant belongs to the top 10% of chemical companies
worldwide.
Clariant Stock Price Development 20052015 in CHF

20
16
12
8
4
0
2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Increased Distribution Proposed for 2014


Clariant continues to strive to make dividend payments as a way
of allowing shareholders to participate in the Groups successes
without losing sight of solvency (solid investment grade). In view of
the solid operating performance, the Board of Directors of Clariant
Ltd have decided to propose the distribution of CHF 0.40 per share
to the Annual General Meeting on 31 March 2015 for the 2014
financial year.

107

Key figures for Clariant shares

Why invest in Clariant?


1. Clear strategy
Future valuation potential driven by transformation from a diversified
chemicals company into a leading specialty chemicals company.
2. Strong market positions
Clariant holds top three positions in most of its markets and has set strategies in place to gain and retain leadership positions through developments
in all its markets.
3. Well-balanced portfolio
The portfolio changes have turned Clariant into a specialty chemicals company with a broad geographical footprint with close to 50% of sales coming
from emerging markets. The majority of the end-markets have inherent
growth drivers.
4. Increasing returns for shareholders
Strong future cash flow generation and a sound balance sheet will allow
Clariant to continuously distribute 25 to 35% of recurring net income to its
shareholders.

2014

2013
16.31

Closing price on 31 December (CHF)

16.72

Peak price (CHF)

18.83

16.56

Lowest price (CHF)

14.55

11.98

331.94

331.94

Number of shares on 31 December (m)

87

100.00

1617067

1741859

5550

5414

Basic earnings per share (CHF)1

0.55

0.98

Adj. earnings per share (CHF)

1.12

1.16

Distribution per share (CHF) 2

0.40

0.36

In free float (%)


Average daily trading volume (SIX)
Market capitalization on 31 December (CHF m)

continued operations 2payout from capital contributions reserves

More detailed information about Clariant can be found on the website: www.clariant.com
Contact Investor Relations: Hardstrasse 61, CH-4133 Pratteln,
Switzerland, Telephone: + 41 61 469 63 73, Fax: + 41 61 469 67 67

Events Subsequent to
the Balance Sheet Date
On 12 January 2015, Clariant announced it has signed an agreement
to acquire the remaining 50% shares of Companhia Brasileira de
Bentonita (CBB) from Geosol. This transaction aims to secure valuable clay reserves for its bleaching earth operations and allows
full ownership of a bentonite plant and mine. The expected purchase
price amounts to CHF 6 million.
On 15 January 2015 the Swiss National Bank announced that it
was discontinuing the minimum exchange rate of CHF 1.20 per
euro. The numbers presented in the Annual Financial Report

108

Financial Review

do not reflect any changes in the exchange rates after 31 December


2014. Since Clariant presents its consolidated accounts in Swiss
francs, the changes in exchange rates after 15 January 2015 will materially affect the consolidated accounts of the Clariant Group.
Clariant is still in the process of assessing the impact these changes
will have both on Clariants activities and the financial reporting.

Outlook
Economic Environment
Slight Acceleration in Global Growth Expected
for 2015
In their latest outlook from January 2015, the experts at the International Monetary Fund (IMF) forecast global economic growth of
3.5%, which is slightly higher than the dynamics in 2014 (+3.3%).
The oil price decline, the appreciation of the Swiss franc and the
USdollar, the depreciation of the Euro and the Japanese yen as well
as geopolitical risks have changed the economic environment in the
past few months with far-reaching implications for 2015. The Euro
area is expected to grow by 1.2% benefitting from lower oil prices,
further monetary policy easing and the Euro depreciation, though
these factors will be offset by weaker investment prospects. Germany is projected to grow 1.3% and countries such as France and Italy
are expected to experience growth for the first time in several years
(+0.9 and +0.4% respectively). Compared to 2014, an accelerated
growth of 3.6% is being forecast for the US economy. Overall, the
industrialized nations can hope for a plus of 2.4%. Japans economy
(+0.6%) is struggling to recover despite massive cash injections by
their central bank. The IMF expects the emerging and developing
countries to follow a similar growth dynamics as last year of +4.3%.
China will remain the thriving force with a growth of 6.8%. In the

Clariant Annual Report 2014

other BRIC countries, the mixed picture continues: While Indias


economy continues to make big gains (+6.3%), Brazil will struggle
with +0.3%, while Russia will continue to suffer heavily in 2015
(3.0%), due to the impacts from the low oil price and the economic sanctions imposed by important industrial partners.

Outlook:
Focus on Performance, Growth and Innovation
Clariant expects an ongoing challenging environment characterized by an increased volatility in commodity prices and currencies.
In emerging markets, the economic environment is expected to
remain favorable but at a lower level and with increased volatility.
Moderate growth should continue in the United States. However,
growth in Europe is expected to remain weak. The combined effect
of the appreciation of the Swiss franc with the weakening of the
Euro will impact Clariants sales and profitability in absolute terms
but will be fairly neutral in terms of relative margins.
In 2015 Clariant will improve its operational efficiency by implementing a lean service organization; it will further improve its marketing excellence and will continue to launch innovations that
generate value for its customers.

109

For 2015 Clariant expects low to mid single-digit sales growth in


local currencies. In light of the volatile economic conditions,
Clariant currently does not anticipate achieving its mid-term EBITDA
margin target in 2015. However, the company will further increase
its EBITDA margin before exceptional items above full-year 2014
and increase cash flow generation.
Clariant confirms its mid-term target to achieve a position in the
top tier of the specialty chemicals industry. This corresponds to an
EBITDA margin before exceptional items range of 1619% and a
return on invested capital (ROIC) above peer group average in 2015
and beyond.

Targets for 2015


Low to mid single-digit sales growth in local currencies
Improved EBITDA* margin compared to 2014
Increased cash flow generation
*before exceptional items

Mid-Term Targets
Organic sales* 
EBITDA** margin 
ROIC
*in local currencies, **before exceptional items

110

> global GDP growth


1619%
>peer group average

Financial Review

The Executive Committee

Christian Kohlpaintner

Responsibilities:
Industrial & Consumer Specialties,
Catalysts, Oil & Mining Services,
Group Sustainability & Regulatory
Affairs, Group Technology & Innova
tion, Biofuels & Derivatives, Commercial Excellence, Innovation Excellence, and the regions North America,
Latin America, Greater China, India,
and South East Asia & Pacific

Clariant Annual Report 2014

Mathias Ltgendorf

Responsibilities:
Additives, Pigments, Masterbatches,
Functional Minerals, Group Procurement, Group Logistics, Operational
Excellence, Supply Chain Excellence,
and the regions Europe, Middle East &
Africa, and Japan

Hariolf Kottmann, CEO

Responsibilities:
Group Human Resources, Group
Talent Management Review,
Corporate Planning & Strategy,
Group Communications, Investor
Relations, Group Legal, and
Clariant Excellence with a focus
on People Excellence

Patrick Jany, CFO

Responsibilities:
Group Finance Services, Corporate
Accounting, Corporate Treasury,
Corporate Tax, Corporate Controlling,
Corporate Merger & Acquisitions,
Group Information Technology,
Group Compliance, and Group
Internal Audit

111

Corporate

Governance

112

Corporate Governance

Clariant is committed to international compliance standards, ensuring checks


and balances between the Board and Management, as well as a sustainable approach
to value creation.
PRINCIPLES OF CORPORATE GOVERNANCE
In defining the management structure, organization, and processes
of the Clariant Group, the corporate governance principles aim to
provide stakeholder value and transparency to promote sustainable
long-term success. The Group is committed to Swiss and international standards of corporate governance by following the respective
statutory provisions, the rules issued by the SIX Swiss Exchange
and by implementing the revised principles of the Swiss Code of Best
Practices for Corporate Governance. The principles and regulations
on corporate governance are described in the Swiss Code of Obligations, the Ordinance Against Excessive Compensation in Listed
Stock Corporations, the Articles of Association of Clariant Ltd, the
Bylaws, the Organizational Group Regulations of the Clariant
Group, and the Clariant Code of Conduct. The Board of Directors
adapts these documents regularly. The Articles of Association,
the Bylaws of the Board of Directors, and the Clariant Code of Conduct can be viewed on the internet at www.clariant.com/
corporate-governance

GROUP STRUCTURE AND SHAREHOLDERS

company organized under Swiss law, directly or indirectly owns


all Clariant Group companies worldwide. With the exception
of Clariant Chemicals (India) Ltd, these companies shares are not
publicly traded. The important subsidiaries of Clariant Ltd are
listed in Note 34 of the Notes to the consolidated financial statements of the Clariant Group (pages 206 to 208).
The Group conducts its business through seven Business Units
(Additives; Catalysts; Functional Minerals; Industrial & Consumer
Specialties; Masterbatches; Oil & Mining Services and Pigments)
and reports in the following four Business Areas: Care Chemicals;
Catalysis & Energy; Natural Resources; Plastics & Coatings. Clariant
owns 63.4% of the publicly traded company Clariant Chemicals
(India) Ltd, based in Thane, India, and listed on the Bombay Stock
Exchange (ISIN INE492A01029, symbol: CLARICHEM) and the
National Stock Exchange of India (symbol: CLNINDIA).

Significant shareholdings of 3% or more of total


share capital
Based on the notifications received by Clariant and published by
SIX Exchange Regulation, as at 31 December 2014 the following
shareholders held more than 3% of voting rights in Clariant Ltd:

Group structure
The registered address of Clariant Ltd is Rothausstrasse 61, 4132
Muttenz, Switzerland. The companys business operations are conducted through Clariant Group companies. Clariant Ltd, a holding

Clariant Annual Report 2014

113

Shareholders

Voting rights

Group of former shareholders of Sd-Chemie AG 1


Thereof (as a separate sub-group): Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting
(Germany) and Maple Beteiligungsgesellschaft mbH, Am
Holzmaierfeld, 82064 Grossdingharting (Germany)2

13.89%
3.73%

Cymbria, Canada
EdgePoint Global Portfolio, Canada
EdgePoint Canadian Growth and Income Portfolio, Canada
EdgePoint Canadian Portfolio, Canada
EdgePoint Global Growth and Income Portfolio, Canada
St. James Place Global Equity Unit Trust, UK

3.06%

APG Asset Management N.V., Amsterdam, Netherlands

3.01%

The following former shareholders of Sd-Chemie AG form a group:

Wilhelm, Dr. Winterstein, Germany

Konstantin Alfred Winterstein, Germany

Dolf, Dr. Stockhausen, Switzerland

Max-Theodor, Dr. Schweighart, Germany

Axel, Dr. Schweighart, Germany

Peter, Dr. Schweighart, Germany

Rosemarie Schweighart, Germany

Moritz Ostenrieder, Germany

Dominique Kraus, Germany

Christian Ratjen, Germany

Karl, Dr. Wamsler, Germany

Bettina Wamsler, Germany

Irene W. Banning, USA

Pauline Joerger, USA

Susanne Wamsler-Singer, USA

Marianne Kunisch, Germany

Caroline A, Dr. Wamsler, USA

Maximilian Ratjen, Germany

Amelie Ratjen, Germany

Julius Ratjen, Germany

Christof Ratjen, Germany

Elisabeth Prinzessin zu Sayn-Wittgenstein, Germany

Christopher Weitnauer, Germany

Georg A. Weitnauer, Germany

Johanna Bechtle, Germany

Charlotte Bechtle, Germany

Kaspar Bechtle, Germany

Clara Redetzki, Germany

Luisa Redetzki, Germany

Marie Redetzki, Germany

Karl T. Banning, USA

Sophia P. Joerger, USA

Schuyler H. Joerger, USA


According to a disclosure notification published on 18 January 2013, a group consisting of Konstantin

Winterstein, 80333 Mnchen, Germany and Elisabeth Prinzessin zu Sayn-Wittgenstein, 80333 Mnchen, Germany holds 3.73% partially through Blue Beteiligungsgesellschaft mbH, Grossdingharting
(Germany) and partially through Maple Beteiligungsgesellschaft mbH, Grossdingharting (Germany).
The 3.73% held by this group are included in the 13.89 % mentioned under footnote 1, but build a
separate sub-group.

114

Disclosure notifications during the financial year 2014 reported to


the Stock Exchange Disclosure Office pursuant to Art. 20 of the
Stock Exchange Act as well as further information in relation to
disclosure notifications can be found on the SIX Swiss Exchange
reporting platform: www.six-exchange-regulation.com/
obligations/disclosure/major_shareholders_de.html
As of 31 December 2014, former shareholders of Sd-Chemie AG,
who had exchanged their shares against Clariant shares in April
2011, held a total of 13.89% of the share capital of Clariant Ltd.
These shareholders were affiliated with each other for family or
other reasons (especially the Wamsler, Winterstein, Schweighart
and Stockhausen families). According to a disclosure notification to
SIX Exchange Regulation dated 21 October 2013, they were no longer considered a single group; however, they formed a group again
holding 13.3% of Clariant shares, according to a disclosure notice to
SIX Exchange Regulation dated 11 February 2014, and increased
their holding to 13.89% pursuant to a disclosure notice to SIX Exchange Regulation dated 12 December 2014.
At 31 December 2014 Clariant AG itself held 12 087 920 shares
in treasury, corresponding to 3.64% of the share capital.

CROSS-SHAREHOLDINGS
There are no cross-shareholdings.

CAPITAL STRUCTURE
Capital
As of 31 December 2014, the fully paid nominal share capital
of Clariant Ltd totaled CHF 1228175036.30 and was divided into
331939199 registered shares, each with a par value of CHF 3.70.
Clariant Ltd shares are listed on the SIX Swiss Exchange since 1995

Corporate Governance

(symbol: CLN, ISIN CH0012142631). Clariant Ltd does not issue


non-voting equity securities (Genussscheine or Partizipationsscheine). Based on the closing price of the Clariant share of
CHF 16.72 on 31 December 2014, the companys market capitali
zation at year-end amounted to CHF 5.6 billion.

Conditional capital
A CHF 300 million senior unsecured convertible bond was issued
on 2 July 2009 with a conversion price of CHF 8.29, a coupon
of 3% per annum and maturing on 7 July 2014. On 31 December
2012, the conditional capital consisted of 39998831 shares, of
which 36186971 were allocated to this CHF 300 million senior
unsecured convertible bond. As a consequence of the company
making use of its rights under an issuer call option the bond was
completetly converted into equity by 20 March 2013 whereby
the companys conditional capital was reduced by 36186971 shares.
Hence the companys share capital may be increased by no more
than CHF 14103978.20 by issuing the remaining 3811886 registered shares each with a par value of CHF 3.70.
The details are set out in article 5 of the Articles of Association.
The Articles of Association can be found on our website at
www.clariant.com/corporate-governance

Distribution of capital reserves


In the 2014 calendar year a distribution of CHF 0.36 per share from
capital reserves was decided by the Annual General Meeting.
The total amount of CHF 114900581 was paid out on 2 April 2014.
A table with additional information on the distribution of capital
reserves can be found on page 177 (Note 15) of this Annual Report.

Clariant Annual Report 2014

Transferability of shares
The transfer of registered shares requires the approval of the Board
of Directors that may delegate this function. Approval is granted
if the acquirer discloses his/her identity and confirms that the shares
have been acquired in his/her own name and for his/her own
account.

Nominee registrations and voting rights


Each registered share entitles the holder to one vote at the Annual
General Meeting. Special rules according to Article 6 of the Articles
of Association apply to nominees who fail to disclose the identity of
the persons they represent and whose shareholding exceeds 2%.

Options
The Clariant option program for employees was terminated in 2013.
Details of the option program can be found on page 201 (Note 29,
Employee Participation Plans).
Further information on the Clariant share can be found on page 106
of this Annual Report.

THE BOARD OF DIRECTORS


The Board of Directors of Clariant Ltd comprises at least six and no
more than twelve members pursuant to the Articles of Association
of Clariant Ltd.
No member of the Board of Directors exceeds any of the maximum
number of mandates as stipulated in Article 38 of the Articles of
Association.

115

Members of the Board of Directors


Rudolf Wehrli, Swiss citizen
Function at Clariant: Chairman, non-executive member
of the Board of Directors
Born: 1949
Year of first election: 2007
Professional career: Following studies at the Universities of Zurich
and Basel, where he earned doctorates in Theology, Philosophy,
and German Literature, Rudolf Wehrli began his career at McKinsey & Co. in 1979. In 1984 he joined the Schweizerische Kredit
anstalt (now Credit Suisse) as a member of the companys Senior
Management. In 1986 he became Marketing Manager and member
of the Executive Committee of the Silent Gliss Group. Five years
later he took over the management of the Groups German subsidiary. In 1995 he transferred to the Gurit-Heberlein Group as a member of the Executive Committee, and was promoted to Chief Operating Officer in 1998 and Chief Executive Officer in 2000. He
remained in this position until the company split up in 2006. As a
Member of the Board of Directors of Clariant Ltd since 2007 he became Chairman 2012.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) Berner Kantonalbank
Mandates according to Article 38 para 1 lit. b) three: Kambly AG,
Switzerland; Rheinische Kunststoff-Werke SE, Germany; Chairman
of the Board of Directors of Sefar Holding AG, Switzerland
Mandates according to Article 38 para 1 lit. c) nine (including member of the Board of Trustees of Avenir Suisse and member of the
Board of Clariant Foundation).

Gnter von Au, German citizen


Function at Clariant: Vice Chairman, non-executive member
of the Board of Directors
Born: 1951
Year of first election: 2011*
Professional career: After studying Textile and Polymer Chemistry
at Reutlingen University and Chemistry at the University of Tbingen,
where he obtained a doctorate, Gnter von Au began his career
in 1980 in Burghausen at Wacker-Chemie AG. He held a number of
different management positions at the company through 2001 in
Germany, Brazil, and the United States most recently as Head of
Wackers division for polymers, specialty chemistry, and basic
chemistry in Munich. He was also CEO of Wacker Polymer Systems
GmbH & Co. KG in Burghausen, Germany. He joined Sd-Chemie
in 2001 as President and CEO of Sd-Chemie Inc. In 2004 he became CEO of the Management Board of Sd-Chemie AG in Munich
and held this position until 31 March 2012. On 1 April 2012, Mr.
von Au joined the Board of Directors at Clariant Ltd and has, since
then, acted as Vice Chairman of the Board of Directors.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none.
Mandates according to Article 38 para 1 lit. b) four: Member of the
Supervisory Board of Bayernwerk AG, Regensburg; Member of
the Advisory Committee of Gebr. Rchling KG, Mannheim; Member of the Shareholder Committee at Pfeifer & Langen KG, Cologne; Chairman of the Board of CeramTec GmbH, Plochingen
Mandates according to Article 38 para 1 lit. c) three: Chairman of
the Board of Directors of the Bavarian Chemical Industry Association, Munich; Member of the Senate of the Fraunhofer Society,
Munich; Vice President of the German Institute of Economic Research Cologne.
*Election was conditional to the termination of Gnter von Aus position as the CEO
of the Management Board of Sd-Chemie AG which took place 31 March 2012.

116

Corporate Governance

Hariolf Kottmann, German citizen


Function at Clariant: Chief Executive Officer (CEO) and executive
member of the Board of Directors
Born: 1955
Year of first election: 2008

ber of its Executive Committee and Chairman of the Product Stewardship Program Council; Member of the Board of ICCA (Inter
national Council of Chemical Associations); Chairman of the Board
of Clariant Foundation.

Peter Chen, US and Swiss citizen


Professional career: Hariolf Kottmann earned his PhD in Organic
Chemistry at the University of Stuttgart in 1984. In 1985 he
launched his career at the former Hoechst AG in Frankfurt, where
he held several key management positions across the companys
chemical divisions and functions. In 1996 he was appointed Deputy
Head of the Basic Chemicals Division at Hoechst AG and took responsibility for the Inorganic Chemicals BU. In 1998 he joined
Celanese Ltd in New Jersey (United States) as a member of the Executive Committee and Head of the Organic Chemicals BU. In April
2001, he was appointed as member of the Executive Committee
of SGL Carbon AG, where he was responsible for the Graphite Specialties, Corrosion Protection and Advanced Materials Divisions
as well as the Eastern Europe and Asia regions until 30 September
2008. He was also in charge of the SGL Excellence and Technology
& Innovation corporate functions. He has been a member of the
Board of Directors of Clariant Ltd since April 2008 and became
CEO of Clariant on 1 October 2008.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) Plansee Holding AG,
Austria
Mandates according to Article 38 para 1 lit. c) six: Member of the
Board of Trustees of ETH Foundation Zurich; Member of the Board
of Trustees of Aventis Foundation, Frankfurt; Member of the Executive Committee of Science Industries, Zurich; Member of the
Board of CEFIC (European Chemical Industry Council) and Mem-

Clariant Annual Report 2014

Function at Clariant: Non-executive member of the Board


of Directors
Born: 1960
Year of first election: 2006
Professional career: Peter Chen studied chemistry at the University
of Chicago and in 1987 received a doctorate from Yale University
in New Haven, Connecticut. He then served as an assistant professor
(1988 to 1991) and associate professor (1991 to 1994) at Harvard
University in Cambridge, Massachusetts. Since September 1994 he
has been a full Professor of Physical-Organic Chemistry at ETH
Zurich. From 2007 to 2009 he was Vice President of Research and
Corporate Relations at ETH Zurich.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) none
Mandates according to Article 38 para 1 lit. c) four: Consultant at
Givaudan, Switzerland; Gesellschaft zur Frderung von Forschung
und Ausbildung im Bereich der Chemie (Zurich); Member of the
National Research Council of the Swiss National Science Foundation and since 2013 also member of the Executive Board; Director
of The Branco Weiss Fellowship.

Peter R. Isler, Swiss citizen


Function at Clariant: Non-executive member of the Board
of Directors
Born: 1946
Year of first election: 2004

117

Professional career: Peter R. Isler studied Law at the University


of Zurich, completing his studies with a doctorate. He then attended
a masters program for a LL.M. at Harvard Law School. From 1974
onward he worked for two Swiss law firms and in 1981 became a
partner at the Zurich law firm Niederer Kraft & Frey AG. He has
been a lecturer in Corporate and Commercial Law at the University
of Zurich since 1978 and a member of the Anwaltsprfungskom
mission (Bar Examination Commission) of the canton of Zurich
since 1984.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) Schulthess Group
AG, Switzerland
Mandates according to Article 38 para 1 lit. c) eight (including
Member of the Board of Trustees of the University of Zurich
Foundation).

ment consultancy firm. From 1996 to 2000 he was a member of the


Executive Committee of Telecom PTT, which later became Swisscom AG, where he was responsible for corporate strategy and international operations. He was Chairman of the Board of Directors at
Plant Health Care until April 2012. He is Chairman of the Board
of Sunrise Communications AG and Chairman of the Board of Directors of the Sunrise Communications Group AG since January 2015.
Other activities: Board of Directors/Supervisory Board mandates
as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) three: Chairman of
the Board of Sunrise Communications AG, Switzerland; Member of
the Board of Trustees of LGT; Member of the Board of Avaloq
Group AG, Switzerland
Mandates according to Article 38 para 1 lit. c) three (including
Member of the Board of Economiesuisse).

Carlo G. Soave, British citizen


Dominik Koechlin, Swiss citizen
Function at Clariant: Non-executive member of the Board
of Directors
Born: 1959
Year of first election: 2008
Professional career: Dominik Koechlin earned his doctorate in
Law from the University of Berne and holds an MBA from INSEAD
in Fontainebleau, France. He started his career in 1986 as a financial
analyst at Bank Sarasin. In 1990 he founded Ellipson, a manage-

118

Function at Clariant: Non-executive member of the Board


of Directors
Born: 1960
Year of first election: 2008
Professional career: Carlo G. Soave studied languages and Economics at Heriot-Watt University in Edinburgh, Scotland. He launched
his career in 1982 at Oerlikon-Bhrle in Switzerland, moving to
Procter & Gamble in 1984. There he held various senior management
positions, including Vice President of Global Purchasing for the
Fabric and Home Care Division. In 2004 he founded Soave & Associates, a consulting company based in Brussels, Belgium. He is an
Advisory Board member of MonoSol LLC, a company based in Indiana (United States) that belongs to the Kuraray Group (Japan).

Corporate Governance

Other activities: Board of Directors/Supervisory Board mandates


as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) two: Advisory Board
MonoSol LLC; Member of the Board of Sharp Global Ltd (India)
Mandates according to Article 38 para 1 lit. c) Managing Director of
Soave & Associates, Belgium.

Other activities: Board of Directors/ Supervisory Board mandates


as stipulated in Article 38 para 1 of the Articles of Association:
Mandates according to Article 38 para 1 lit. a) none
Mandates according to Article 38 para 1 lit. b) Chairman of Dr. Dolf
Stockhausen Beteiligungs AG, Switzerland
Mandates according to Article 38 para 1 lit. c) Member of the Board
of Directors of Lightwing AG, Stans.

Dolf Stockhausen, Austrian citizen

Konstantin Winterstein, German citizen

Function at Clariant: Non-executive member of the Board


of Directors
Born: 1945
Year of first election: 2011

Function at Clariant: Non-executive member of the Board


of Directors
Born: 1969
Year of first election: 2011

Professional career: Dolf Stockhausen studied Business, Economics


and Law at the Universities of Freiburg and Mnster, before gaining his doctorate in Economics from the University of Munster. He
began his career at Bayer AG and a number of its foreign subsidi
aries. He then held various positions at Chemische Fabrik Stockhausen GmbH in Krefeld, Germany, where he was ultimately Managing Director and CEO. From 1996 to 2011 he was a member of
the Supervisory Board of Sd-Chemie and from 2008 to 2011 Vice
Chairman of the Supervisory Board. He is also Chairman of the
Management Committee of EAT GmbH, CEO of Dr. Dolf Stockhausen Beteiligungs s..r.l., Luxemburg (Luxemburg) and Chairman of
the Board of Directors of Dr. Dolf Stockhausen Beteiligungs AG,
Stans (Switzerland). Effective as of 19 November 2014 Dr. Dolf
Stockhausen Beteiligungs s..r.l. was merged into Dr. Dolf Stockhausen Beteiligungs AG.

Professional career: Konstantin Winterstein studied at the Technical Universities in Darmstadt and in Berlin, where he completed
a degree in Production Engineering. In 2004 he received his MBA
from INSEAD in Fontainebleau and Singapore. From 1997 to 2014
he has held various positions with the BMW Group. Since 2014 he
is managing director of H.P.I. Holding AG in Munich. From 2006
to 2011 he served on the Supervisory Board of Sd-Chemie AG.

Clariant Annual Report 2014

Other activities: Board of Directors/Supervisory Board mandates


as stipulated in Article 38 para 1 of the Articles of Association: none.

Cross-involvement
There are no cross-involvements.

119

ELECTIONS
As of 2014 members of the Board of Directors will stand for election
or reelection for one year terms as a consequence of the implementation of the Ordinance Against Excessive Compensation in Stock
Listed Corporations. In addition, the Chairman of the Board of Directors of Clariant Ltd as well as the members of the Compensation
Committee will be elected individually for a term of one year by the
Annual General Meeting. Only members of the Board of Directors
are eligible.

INTERNAL ORGANIZATIONAL STRUCTURE


The Board of Directors and its committees
The Board of Directors consists of the Chairman, one or more Vice
Chairpersons, and the other members. With the exception of Mr.
Gnter von Au, who was Chairman of the Board of Directors at
Sd-Chemie AG until 31 March 2012, no non-executive member of
the Board of Directors held a senior management position at Clariant
Ltd or any current or former Clariant Group company between

2011 and 2014 or has any significant business relationship with


Clariant Ltd or any other Clariant Group company. The members of
the Board of Directors constitute the following committees:
Chairmans Committee
Compensation Committee
Audit Committee
Technology and Innovation Committee
The Board of Directors appoints the members of the committees.
The Board of Directors meets at least once a quarter. At the invitation of the Chairman, the CEO, the CFO, and other members of the
Executive Committee and/or other employees and third parties
attend the meetings of the Board of Directors for the purpose of reporting or imparting information. Each committee has a written
charter outlining its duties and responsibilities. The committees
charters are published on Clariants website (www.clariant.com/
Corporate-Governance/Committees). The committees report on
their activities and results to the Board of Directors. They prepare
the business of the Board of Directors in their respective areas.

BOARD OF DIRECTORS COMMITTEE RESPONSIBILITIES AND MEETINGS

Member of the Board of Directors


Number of meetings in 2014
Rudolf Wehrli

Chairmans Committee
3

Compensation
Committee

Audit Committee
*

since March 2012

since March 2012

Technology and
Innovation Committee
*

since April 2008

Dominik Koechlin

since March 2012

since April 2008

Peter Chen
Peter R. Isler

since March 2012

since March 2012

since April 2006

since April 2008

since March 2012

since March 2012

Hariolf Kottmann
Carlo G. Soave

since March 2012

Dolf Stockhausen
Konstantin Winterstein
Gnter von Au
Chairman
Member
*= Number of meetings attended in 2014

120

since March 2012


since March 2012

Corporate Governance

The Chairmans Committee (CC) comprises the Chairman, the


Vice Chairman, and two other members of the Board of Directors.
The CC prepares the meetings of the Board of Directors. The CC
meets as needed. It makes decisions on financial and other matters
delegated by the Board of Directors in accordance with the Bylaws
of the Board of Directors. In addition, the CC passes resolutions for
which the Board of Directors is responsible when matters cannot
be postponed. The CC draws up principles for the selection of candidates for election and reelection to the Board of Directors and for
the office of CEO, and prepares the corresponding recommendations. Furthermore, the CC considers and submits to the Board of
Directors the CEOs proposals concerning candidates for Executive
Committee positions.
www.clariant.com/committees
The Compensation Committee (CoC) comprises three members
of the Board of Directors. The majority of the members shall be
non-executive members of the Board of Directors. The CoC meets
at least twice a year. It reviews and proposes to the Board of Directors the compensation and benefits policies and programs, reviews
the performance criteria relevant to compensation and determines
individual executive compensation and benefits of the members
of the Board of Directors and the Executive Committee, subject to
the approvals of the total compensations by the Annual General
Meeting. Furthermore, the CoC reviews fringe benefit regulations
and dismissal regulations with the CEO, members of the EC, Heads
of Global Functions and Global Business Units, and Region Heads
always in accordance with the Articles of Association and Ordinance Against Excessive Compensation in Stock Listed Corporations.
www.clariant.com/committees

Clariant Annual Report 2014

The Audit Committee (AC) comprises three members of the


Board of Directors. The Chairman must be an independent, nonexecutive member of the Board of Directors. A majority of the
members of the AC must have financial and accounting experience.
The AC reviews the activities of the external auditors, their collaboration with the internal auditors, and their organizational ade
quacy. It also reviews the performance, compensation, and independence of the external auditors as well as the performance of the
internal auditors and reports back to the Board of Directors. Furthermore, the AC reviews the companys internal control and risk
management systems, and reviews compliance with the law and internal regulations in particular with the Code of Conduct. In
collaboration with the Groups external and internal auditors and
financial and accounting management, the AC reviews the appropriateness, effectiveness, and the compliance of accounting policies
and financial controls with applicable accounting standards. The
AC meets at least six times a year. The AC reviews and recommends
the Groups financial statements for the first three quarters of each
year, and the annual financial results to the Board of Directors
for approval.
www.clariant.com/committees
The Technology and Innovation Committee (TIC) comprises
four members of the Board of Directors with experience in research, innovation management, and technology. The TIC meets
at least twice a year. The tasks of the TIC include assessing the
companys innovative activities on behalf of the Board of Directors.
The TIC also reviews measures to stimulate research and devel
opment, and optimize innovative potential, as well as submitting
appropriate recommendations to the Board of Directors.
www.clariant.com/committees

121

Definition of Working Methods and Areas


of Responsibility
In accordance with the law and the Articles of Association, the Board
of Directors is the ultimate decision-making authority for Clariant
Ltd in all matters except those decisions reserved by law or the Articles of Association for the shareholders. The Board of Directors
has sole authority, particularly for the following, in accordance with
and supplementary to Article 716a of the Swiss Code of Obligations
(non-transferable and inalienable duties of the Board of Directors)
and Article 22 of the Articles of Association
(www.clariant.com/corporate-governance):
Providing the strategic direction of the Group;
Approving the basic outline of the Groups organization and
its corporate governance;
Supervising the overall business operations;
Evaluating the performance of the CEO and members of the
Executive Committee;
Appointing and dismissing the CEO and members of the Executive Committee, the Head of Corporate Auditing, and other key
executives;
Approving the basic accounting system and financial planning and
control of the Group;
Approving the Groups annual budget;
Reviewing and approving the quarterly financial statements and
results release for Clariant Ltd and the Group;
Approving the Groups consolidated financial statements at the
end of the fiscal year for submission to the Annual General
Meeting;
Approving major M&A transactions and financial transactions
of considerable scope or those involving special risks, particularly
capital market transactions and other financing transactions (e.g.
large loans) as well as changes in conditions associated therewith;

122

Ensuring a management and corporate culture that is appropriate


for the companys objectives;
Ensuring an internal control system and adequate risk and compliance management, particularly with regard to financial, corporate governance and citizenship, personnel, and environmental
protection matters;
Ensuring succession planning and management development;
Convening the Annual General Meeting (AGM), determining the
items on the agenda and the proposals to be made to the AGM.

Working methods
In 2014 the Board of Directors held six meetings in person (of which
two meetings lasted for two days each) at the Corporate Center in
Pratteln or at other locations, mainly in Switzerland, and also two
meetings by phone. All eight board meetings were attended by nine
board members (except for the meetings of 27 October and 11 December that were attended by eight board members). The companys strategy is reviewed and further developed once a year during a
two-day meeting. Members of the Executive Committee are invited
to attend the meetings of the Board of Directors. For the October
meeting the Board of Directors met in Munich, Germany. On this
occasion the Board also met with the local management teams and
visited the sites in Gendorf and Gersthofen on this occasion. The
views of external and internal consultants are heard, if necessary, in
the case of projects of considerable scope.

Management of the Group


The Board of Directors has delegated the executive management
of the Clariant Group to the CEO and the other members of the
Executive Committee. The Executive Committee is mainly responsible for implementing and monitoring the Group strategy, for the
financial and operational management of the Group, and for the efficiency of the Groups structure and organization. The members
of the Executive Committee are appointed by the Board of Directors

Corporate Governance

on the recommendation of the Chairmans Committee. Subject to


the responsibility of the Board of Directors and the Annual General
Meeting the CEO and, under his supervision, the Executive Committee are responsible for:
Drawing up strategic plans and policies for approval by the Board
of Directors;
Implementing Group strategies and policies as well as strategies
and action programs for individual Business Units and sub
sidiaries;
Managing the Business Units and functions to ensure efficient operations, including regularly assessing the achievement of goals;
Regularly informing the Board of Directors and its committees of
all matters of fundamental significance to the Group and its businesses;
Ensuring compliance with legal requirements and internal regulations;
Establishing a management and corporate culture in line with the
companys objectives;
Promoting an active internal and external communications policy;
Appointing and dismissing senior management, including appropriate succession planning.
The Executive Committee is supported by the Corporate Center
that defines Group-wide policies and guidelines. Whilst reporting
in the four Business Areas Care Chemicals (BU ICS), Catalysis &
Energy (BU Catalysts), Natural Resources (BU Oil & Mining Services, BU Functional Minerals) and Plastics & Coatings (BU Additives,
BU Masterbatches, BU Pigments) the seven Business Units are the
highest-level operating units within the Group. They have global
responsibility for the activities assigned to them, particularly sales,
marketing, product management, and production. The Business
Units also have global responsibility for short- and long-term revenue and earnings generated from the operations and assets assigned
to them. This includes fully exploiting existing business potential,
identifying new business opportunities, and pursuing the active

Clariant Annual Report 2014

management of their products and services portfolio. The Business


Units activities are complemented and supported by global Group
functions (e.g. Procurement, Finance, Information Technology,
Legal, Human Resources, and Group Technology & Innovation),
which are organized as service centers.

Information and control instruments vis--vis


the Executive Committee
The Board of Directors ensures that it receives sufficient information from the Executive Committee to perform its supervisory
duties and make decisions that are reserved for the Board of Directors. The Board of Directors obtains the information required to
perform its duties in various ways:
The CEO and the CFO inform all directors regularly about current developments, including through the regular submission
of written reports, such as key performance indicators for each
business;
The minutes of the meetings of the Executive Committee are
made available to the directors;
Informal meetings and teleconferences are held, as required, between the CEO and the members of the Chairmans Committee;
The members of the Executive Committee are invited to attend
meetings of the Board of Directors to report on Business Units
under their responsibility;
The members of the Board of Directors are entitled to request
information from members of the Executive Committee or any
other Clariant senior manager.

Board committees
The Chairmans Committee meets regularly with members of the
Executive Committee and other members of senior management to
review the business, better understand applicable laws and policies
affecting the Group, and support the Executive Committee in meeting the requirements and expectations of stakeholders. The Tech-

123

nology and Innovation Committee invites members of the Executive Committee and members of senior management as necessary
to discuss selected aspects of innovative activities. The CFO and
representatives of the external auditor are invited to Audit Committee meetings. Furthermore, the Heads of Corporate Auditing
and Risk Management, the Group Compliance Officer, and Clariants
General Counsel report on a regular basis to the Audit Committee.
The Audit Committee reviews the financial reporting processes
on behalf of the Board of Directors. For each quarterly and annual

reporting of financial information an internal team reviews the information for accuracy and completeness of disclosures, reporting
to the Audit Committee before publication. The Compensation
Committee generally meets at least twice per year to adjust the development of the compensation structures to changing conditions,
as necessary. In this context, the long-term incentive program for
the Executive Committee and the senior management team is also
aligned with current market and business developments and corresponding adjustments are made, if required.

BOARD OF DIRECTORS COMMITTEES

Number of
meetings

Duration/h

Invited
CEO/CFO

Other attendees

Board of Directors

410*

Yes

Executive Committee

Chairmans Committee

34

Yes

Audit Committee

34

CFO

Auditors, Risk Management, Internal Audit and General


Counsel

Compensation Committee

12

Yes

Head of Group Human Resources

Technology and Innovation Committee

34

CEO

Head of Group Technology and Innovation

*Duration/h per day of meeting

Internal Audit (Corporate Auditing)


Corporate Auditing carries out operational and system audits in accordance with a plan adopted by the Audit Committee. By assisting
organizational units in the accomplishment of objectives, it provides an independent approach for the evaluation, improvement,
and effectiveness of the internal control framework. Corporate
Auditing also prepares reports on the audits it has performed, and
reports actual or suspected irregularities to the Audit Committee
and the Chairman of the Board of Directors. The Audit Committee
regularly reviews the scope, plans, and results of Corporate Auditing. The Group pursues a risk-oriented approach to auditing and
coordinates internal audit activities with the external auditors on a
regular basis. Detailed information on Clariants risk management
system can be found on page 128 of this report.

124

GROUP MANAGEMENT
The Executive Committee
The Executive Committee consists of the CEO, the CFO, and two
other members. The Executive Committee regularly holds meetings
at the Corporate Center in Pratteln or at other Clariant sites worldwide. It uses such external meetings to discuss business performance with the management of the local companies in person.

Corporate Governance

Members of the Executive Committee


At the end of 2014, the Executive Committee comprised the following members:
Hariolf Kottmann, German citizen
Chief Executive Officer (CEO)
Professional career: Hariolf Kottmann earned his PhD in Organic
Chemistry at the University of Stuttgart in 1984. In 1985 he
launched his career at the former Hoechst AG in Frankfurt where
he held several key management positions across the companys
chemical divisions and functions. In 1996 he was appointed Deputy
Head of the Basic Chemicals Division at Hoechst AG and took
responsibility for the Inorganic Chemicals BU. In 1998 he joined
Celanese Ltd in New Jersey (United States) as member of the Executive Committee and Head of the Organic Chemicals BU. In April
2001 he was appointed member of the Executive Committee of SGL
Carbon AG, where he was responsible for the Graphite Specialties,
Corrosion Protection, and Advanced Materials Divisions as well
as the Eastern Europe and Asia regions until 30 September 2008.
He was also in charge of the SGL Excellence and Technology & Innovation corporate functions. He became CEO of Clariant on
1 October 2008.
Patrick Jany, German citizen
Chief Financial Officer (CFO)
Patrick Jany studied economics at the cole Suprieure de Commerce de Paris. He has been Chief Financial Officer at Clariant
since 1 January 2006. In 1990 he joined Sandozone of Clariants
predecessor companies. He held various positions in Finance and
Controlling at Sandoz and Clariant, including Chief Financial Officer
for the ASEAN region and Head of Controlling for the Pigments &
Additives Division. From 2003 to 2004 he was Head of Country
Organization for Clariant in Mexico. Prior to his appointment as
CFO, he was Clariants Head of Corporate Development with
responsibility for Group strategy and mergers and acquisitions.

Clariant Annual Report 2014

Christian Kohlpaintner, German citizen


Christian Kohlpaintner studied Chemistry at the Technical University of Munich and completed his PhD in 1992. Between 1993 and
1997 he worked in various research departments of Hoechst AG in
Germany and the United States. In 1997 he joined Celanese Ltd and
held a number of leadership roles at Celanese Chemicals Corporation. In 2002 he became Vice President, Innovation of Celanese Ltd
and Executive Director of Celanese Ventures Corporation. From
2003 he was a member of the Executive Committee of Chemische
Fabrik Budenheim. In 2005 he became CEO. On 1 October 2009 he
was appointed a member of the Executive Committee of Clariant.
Mathias Ltgendorf, German citizen
Mathias Ltgendorf studied Chemistry at RWTH in Aachen, Germany, and earned his doctorate in 1984. In the same year he joined
the Research and Development department of the Fine Chemicals
and Dyes Division of Hoechst AG. From 1990 he was responsible
for various, mainly operational fields at Hoechst AG. From 1995 until 2008 he worked at DyStar-, the textile dyes joint venture of Bayer and Hoechst. BASF also integrated its textile dyes business into
DyStar in 2000, becoming the third equal partner in the venture.
Mathias Ltgendorf led the global operations of the Disperse Dyes
business unit and later also the Special Dyes business unit. From
2000 he was responsible for purchasing, production, and Supply
Chain Management at the company as Head of Global Operations.
In 2004 he was appointed member of the DyStar management
board. On 1 April 2009 he was appointed member of the Executive
Committee of Clariant.

Other activities and functions


The members of the Executive Committee neither undertake other
activities, nor hold consultancy functions or other offices, except
for Hariolf Kottmann, who is a member of the Board of Directors of
Clariant Ltd and whose other activities can be found on page 117,
and of Christian Kohlpaintner, who is chairman of the university
foundation of the Technische Universitt Mnchen [TUM] in Munich, Germany.

125

Management contracts with third parties


There are no management contracts with third parties.

Contractual arrangements for members of


the Executive Committee
All members of the Executive Committee hold employment contracts
with Clariant International Ltd, the Clariant Groups management
company. The contractual provisions are governed exclusively by
Swiss law. Contracts of the members of the Executive Committee
are subject to a standard notice period of 12 months.

of Association. The Articles of Association also do not contain any


rules on participation in the Annual General Meeting that differ
from the standard terms proposed by law.

Statutory quorums
The quorums laid down in the Articles of Association correspond to
those in Article 704 of the Swiss Code of Obligations.

Convocation of the Annual General Meeting


The Articles of Association do not contain any rules that differ from
the standard terms proposed by law.

Compensation, shareholdings and loans


Please refer to the Compensation Report, beginning on page 130
and Note 12 (page 217) to the Financial Statements of Clariant Ltd.

REMUNERATION, SHAREHOLDINGS AND LOANS


All information on the remuneration of the Board of Directors and
the Executive Committee of Clariant Ltd can be found in the Compensation Report, beginning on page 130.

SHAREHOLDERS PARTICIPATION RIGHTS


Each registered share entitles the holder to one vote at the Annual
General Meeting. Shareholders have the right to receive dividends
and such other rights as are granted by the Swiss Code of Obligations. However, only shareholders entered in the Clariant share
register may exercise their voting rights.

Voting right restrictions and representation


A registered shareholder may be represented at the Annual General
Meeting by another shareholder with the right to vote, a legal
representative or by the independent proxy (unabhngiger Stimm
rechtsvertreter). The shares held by any one shareholder may be
represented by only one representative. There are no special rules
for waiving any voting rights restrictions laid down in the Articles

126

Proposal of agenda items for the


2016 Annual General Meeting
The Articles of Association do not contain any rules that differ from
the standard terms proposed by law. Shareholders representing
shares with a total par value of CHF 1 million have the right to submit written requests that an item be included on the agenda, at least
45 days prior to the 21st Annual General Meeting on 21 April 2016.
Items to be included on the agenda with regard to the 2015 financial year must be submitted no later than 8 March 2016. Such
requests must specify the item(s) to be included on the agenda and
must contain a proposal on which the shareholder requests a vote.

Entries in the share register


There are no statutory rules concerning deadlines for entry in the
share register. However, for practical reasons, the share register
will be closed to entries several days before a shareholder meeting.
With regard to the financial year 2015, this applies as of Monday,
18 April 2016. Shareholders who have been entered into the share
register by Friday, 15 April 2016, may exercise their right to vote
at the Annual General Meeting on 21 April 2016. There are no voting rights restrictions except those mentioned above.

Corporate Governance

CHANGE OF CONTROL AND


DEFENSE MEASURES
The limit beyond which the duty to make an offer applies is the same
as the statutory minimum, 33%. There are no clauses on changes
of control in agreements with members of the Board of Directors
and the Executive Committee as well as other management executives, other than those set forth in paragraph 4.8 of the Clariant
Stock Option Plan (see remarks in Notes to the consolidated financial statements, Note 29 Employee Participation Plans, page 201
of the Annual Report). This authorizes the Board of Directors, at
its discretion, to transfer granted options early to participating staff
(accelerated vesting) or enable the early exercise of the options
(accelerated exercise) in the case of a change of control.

INFORMATION POLICY
Notices are published, in accordance with Article 42 of the Articles
of Association, in the Swiss Official Gazette of Commerce and in
daily newspapers specified by the Board of Directors (currently
Basler Zeitung, Neue Zrcher Zeitung). Clariant releases its annual
financial results in the form of an annual report. In addition, detailed business figures for the first, second, and third quarters are
published in April, July, and October, respectively. The Annual Report and quarterly results are published in printed and electronic
form and announced in a media conference. Current publication
dates can be found online in English on our website (www.clariant.
com/UpcomingEvents). All information pertaining to media conferences, investor updates, and presentations at analyst and investor conferences can be obtained online (www.clariant.com) or from
the following contact address:
Clariant International Ltd, Investor Relations, Hardstrasse 61,
4133 Pratteln, investor-relations@clariant.com,
Phone + 41 61 469 63 73, Fax + 41 61 469 67 67.

Clariant Annual Report 2014

The results for the 2015 financial year will


be published as follows:
Interim Report on the first quarter of 2015
Interim Report on the first half of 2015
Interim Report on the third quarter of 2015

29 April 2015
30 July 2015
29 October 2015

The Annual General Meeting for the 2015 financial


year will take place on the following date:
21 April 2016

Weblinks:
Clariant website:
www.clariant.com

E-mail distribution list (push system):


www.clariant.com/SubscriptionForm
Adhoc messages (pull system):
www.clariant.com/AdHocNews

Financial reports:
www.clariant.com/Publications

Corporate calendar:
www.clariant.com/UpcomingEvents

AUDITORS
Duration of the mandate and term of office
of the lead auditor
PricewaterhouseCoopers (PwC) has held the mandate since Clariant
Ltd was established in 1995. The principle of rotation applies to
the lead auditor, Dr. Daniel Suter, who was appointed in March 2011.
The Audit Committee ensures that the position of lead auditor is
changed at least every seven years.

127

Auditing fees
PricewaterhouseCoopers received a fee of CHF 5.2 million for
auditing the 2014 financial statements (2013: CHF 5.9 million).

Additional fees
PricewaterhouseCoopers received a total fee of CHF 3.9 million for
additional services (2013: CHF 4.0 million). These services comprise audit-related services of CHF 0.9 million, consulting services
of CHF 0.9 million and tax services of CHF 2.1 million.

Supervisory and control instruments vis--vis


the auditors
The Audit Committee of the Board of Directors is responsible for
overseeing and evaluating the performance of the external auditors
on behalf of the Board of Directors and recommends to the Board
of Directors whether PwC should be proposed to the Annual General Meeting for reelection. Criteria applied for the performance
assessment of PwC include technical and operational competence,
independent and objective view, employment of sufficient resources, focus on areas of significant risk to Clariant, ability to provide effective and practical recommendations, and open and effective
communication and coordination with the Audit Committee, Corporate Auditing, and management. In 2014 seven joint meetings
were held with the external auditors representatives. These meetings were attended by members of the Audit Committee, the partner and senior manager of the audit firm, Clariants CFO, the Group
Accountant, the Head of Corporate Auditing, and the General
Counsel. Depending on the topics to be discussed, the meetings
were also attended by the Group Risk Manager. The auditors communicate audit plans and findings to the Audit Committee and
issue reports to the Board of Directors in accordance with article
728b of the Swiss Code of Obligations. The Audit Committees
approval is required for all services provided by PwC exceeding
a fee volume of CHF 0.2 million. These services may include

128

audit and audit-related services, as well as tax and other services.


PwC and the Executive Committee report to the Audit Committee
on a regular basis regarding the extent of services provided in conjunction with this approval.

ENTERPRISE RISK MANAGEMENT (ERM)


IDENTIFICATION, ASSESSMENT, AND
MANAGEMENT
Under the Group Risk Management Policy, and based on the risk
management standard of the Institute of Risk Management, a tool is
used to prepare regular risk assessments. Business Units, Service
Units, and Regions deliver updates assessing threats and opportunities that will impact the general business objectives set for Clariant.
These objectives are a result of the overall strategy of the company,
as set by the Board of Directors and implemented by the Executive
Committee.
The Executive Committee is responsible for monitoring the results
of risk assessments for relevance and consistency.
Objective setting is finalized during the last quarter of the year.
These objectives, together with the threats and opportunities to
them, are scrutinized by the Executive Committee during meetings
with each Business Unit. Also reviewed and discussed are the
measures proposed to maximize opportunities and reduce or contain threats.
The Group and the Regions are also required to make risk assessments on the same criteria. All Business Units and Business Ser
vices are required to report significant changes to existing identified
risks, as well as new threats and opportunities as they arise.

Corporate Governance

Risk Registers are maintained using financial, operational, reputational, and likelihood assessments to score and rank all identified
risks. The assessment also addresses the measures in place to manage the risk identified, setting deadlines for completion of the measures. The effectiveness of the measures is also assessed.
Threats and opportunities are identified, quantified, and delegated
to responsible, named individuals who are required to deliver effective risk management. The nature of the risk classification requires
different skills to be applied to risk management. The assessments
are shared among the different Business Units, Services, and individuals, and are subject to reassessment on a quarterly basis.
Consolidated risk assessments are presented to the Audit Committee and the Board of Directors. There is also a process for accelerated reporting of new or changed risks.
Summaries of Business Units, Regions and Services risk assessments are shared within Clariant to deliver the Group summary to
all key senior managers.
To support functional responsibility, certain functions have access
to risk assessments to support them in their roles. Examples are
Environmental Safety & Health Affairs (ESHA), which uses the assessments to identify key sites for their property risk survey program,
as well as Corporate Auditing and Group Procurement.
The consolidated risk assessment is benchmarked against published surveys dealing with risk management. Industry-specific,
company-wide surveys with broad economic coverage are also
included in the benchmarking process.

Clariant Annual Report 2014

Examples of identified risks included in the Risk Register:


Regulation & Compliance: Clariant is subject to many rules and
regulations as well as compliance standards. These include chemical
industry, country, government, and customer requirements, particularly the European Communitys Regulations on Registration,
Evaluation, Authorization, and Restriction of Chemical substances
(REACH). Controlling and managing these risks was particularly
delegated to the Human Resources, Legal, Corporate Sustainability
and Regulatory Affairs (CSRA), and Logistics functions.
Sites & Locations: This includes sites, plants, and equipment that
are important for the production of Clariant products for sale to
customers. Also addressed are country and cultural issues and issues
concerning competitors that could create threats to, and opportunities for Clariants business objectives. The objective is to maintain
high-quality production facilities in key locations. The supervision
of the relevant risks is delegated to CSRA and Regional Services.
Raw Material supply: The identified risks include price volatility
of major raw materials as well as their supply security. The market
situation and development is monitored closely by Group Procurement and the business units. Single supply materials are identified
with the objective to have alternative materials approved or longterm supply agreements in place.
Competitor activity: The identified risks include merger and acquisition activities that could affect the nature and extent of the
competitive environment. Clariant is a leading player in its industrial
sectors. Each sector is monitored to identify changes, as well as to
consider and plan how to deal with the consequences of changes to
customers.

129

Compen
sation
Report

130

Compensation Report

Clariant's compensation philosophy is aimed at promoting and reinforcing the quality


and commitment of employees.
COMPENSATION FRAMEWORK
The purpose of this Compensation Report is to provide a compre
hensive overview of Clariants Compensation Concept and Pro
grams. In addition it includes the compensation levels of the Board
of Directors and the Executive Committee; accordingly, some infor
mation in Note 12, pages 217 to 218, of the Financial Statements
of Clariant Ltd is repeated here.

1. Members and responsibilities of the compensation committee of the Board of Directors


The Compensation Committee (CoC) is currently composed of
three non-executive members of the Board of Directors: Dominik
Koechlin (Chairman), Rudolf Wehrli and Carlo G. Soave. The Sec
retary to the CoC is the Head of Corporate Human Resources. The
Chairman of the CoC may invite the CEO to discussions on individ
ual agenda items for consultation, taking into account potential
conflicts of interest which would oblige him to abstain.
The CoC establishes principles for the compensation of members of
the Board of Directors and submits these to the Board of Directors
for approval. The Committee approves the employment contracts
of the CEO and members of the Executive Committee (EC), subject
to the approval of the total compensation by the Annual General
Meeting (AGM). The Committee also takes note of employment
contracts for the Heads of Global Functions, Global Business Units,
and Region Heads, including their respective compensation. All
appointments and dismissals that are within the purview of the
Board of Directors are submitted in advance to the CoC which, with
regard to compensation aspects, makes a recommendation to the
Board of Directors.

Clariant Annual Report 2014

The CoC reviews global bonus, option, and share plans, and makes
recommendations to the Board of Directors. Furthermore, the
Committee reviews fringe benefit regulations, dismissal regulations,
and contractual severance compensation with the CEO, members
of the EC, Heads of Global Functions, Global Business Units and
Region Heads (always in accordance with the Ordinance Against
Excessive Compensation in Stock Listed Corporations OaEC).
As a rule the CoC holds at least three meetings per year:
a) Winter: Discussion regarding the executive bonus plan alloca
tion, determination of bonus payments for members of the EC.
b) Summer: Fundamental matters concerning the Groups HR pri
orities.
c) Autumn: Preparation of the Compensation Report and planning
of compensation changes in the following year.
The CoC also meets as needed. In 2014 the CoC met three times
and held several bilateral discussions and telephone conferences.

2. Compensation concept
Clariant wants to be an attractive employer with the ability to
attract and retain qualified employees and experts throughout the
world. In particular, Clariants compensation policy for manage
ment is based on the following main principles:
a) The level of total compensation should be competitive and in
line with market conditions, and enable Clariant to recruit inter
national, experienced managers and experts, as well as secure their
long-standing commitment to the Group. Our understanding of
competitiveness is defined in our Positioning Statement (page 132).
We are aiming for a range between the median and upper quartiles
of total compensation in the relevant local markets. Through this

131

ongoing benchmarking, we are able to define local compensation


structures, e.g. annual pay bands, which will be applied as an impor
tant factor in all salary decisions. For the update and accuracy of
market conditions, we participate in local compensation bench
marking in all major countries and align all activities through global
contracts with the global compensation consultants Hay Group and
Mercer. Mercer also has other assignments for Clariant, e.g., in the
benefits area. In addition, we encourage local HR managers to par
ticipate in local compensation networks and club benchmarks with
in the chemical industry to ensure access to relevant market infor
mation.

Group Performance Indicators. Only if Clariant is successful profits


can be shared with our employees. Details are disclosed in chapter 3, beginning on page 133. Individual performance measured
through a consistent, global Performance Management system is
addressed in career development and annual salary reviews. Thus,
each managers or employees performance is discussed on a yearly
basis. In conjunction with other factors, such as internal and exter
nal market conditions, this results in transparency and consistent
salary decisions. In general, we apply a four-eyes principle, speci
fically, the line manager and next level supervisor, as well as obtain
ing additional guidance from global or local HR processes.

POSITIONING STATEMENT

Global Pay mix (Relative Structure)


in % of total compensation

Benefits

Benefits represent local market practice and


are aligned with Clariants global policies.

Long-Term
Incentives (LTI)
(only ML* 14)

Investment reflects long-term commitment and


supports our strong dedication to sustainable
performance orientation.

Short-Term
Incentives (STI)

The annual cash bonus targets aim to be more


aggressive than market norms.

Base Salary (BS)

In general, we aim to be at median level in our


respective markets and use different sources of
compensation surveys (country-oriented, conduct
ed by external consultants, including relevant peer
companies in the chemical industry).

*ML: Management Level

b) The structure of total remuneration should be highly perfor


mance- and success-oriented in order to ensure that shareholder
and management interests are aligned. Clariant also defines in the
global pay mix that with increasing responsibilities Short-Term
and Long-Term Incentives will be increased. Success, in terms of
bonus payouts, will generally be measured only in relevant financial

132

CEO
EC

53

ML4

25
30

47

ML3

28

33

42

ML2

32
36

36

ML1

23
21

26
65

0
Base salary

39

29

26

25

Short-Term Incentives (STI)

50

75 100

Long-Term Incentives (LTI)

c) Compensation components should be straightforward, transpar


ent and focused, so as to guarantee all participants (shareholders,
members of the Board of Directors, the CEO, members of the EC,
and all global Management Levels) the highest degree of clarity and
objectives orientation.

Compensation Report

In order to uphold these principles, the CoC analyzes and discusses market developments at regular intervals and considers the im
plications of these developments for Clariant. The new articles
which have been approved in the AGM 2014 therefore reflect
Clariants commitment to market practice.

3. Overview of existing bonus plans


During the previous years, all relevant bonus plans for Short-Term
Incentives (STI) and Long-Term Incentives (LTI) have been re
viewed and redesigned to ensure the transition of Clariant, and to
align with the business model. The key principles have been to
reduce complexity, increase transparency, and ensure a coordinated
and unified One Clariant approach throughout all employee
groups and countries.

3.1. STI: Short-Term Incentive Plans (cash bonus)


a) Group Management Bonus Plan (GMBP) started in 2010
b) Group Employee Bonus Plan (GEBP) started in 2010/2011
c) Global Sales Incentive Program (G-SIP) started in 2011
3.2. LTI: Long-Term Incentive Plans (equity-linked Bonus)
a) Performance Share Unit (PSU) Plan newly introduced in 2013
b) Group Senior Management Long-Term Incentive Plan
(GSM-LTIP or Matching Share Plan) started in 2010
c) Restricted shares for the Board of Directors started in 2012

The following variable programs are currently in place for Clariant:



Bonus landscape of Clariant

STI

LTI

GMBP

EC

~120 Positions1

ML * 13

~160 Positions1

ML* 4

~670 Positions1

ML* 5

Matching
Share

Performance
Share Unit
(PSU)-Plan

GEBP & G-SIP


~16 050 Positions1

Local Managers,
Professionals,
Employees

Number of positions as at 31.12.2014

*ML: Management Level

Clariant Annual Report 2014

133

The Performance Cycle of Clariant is based on a 12-month rota


tion, which starts in November each year with objective discussions
focusing on the next business year. Group Performance Indicators
(GPI), top priorities, and related projects are included. In January,
alignment meetings take place with key leaders of the company in
order to cascade GPI objectives and priorities for the new year.

Alignmen
t Me
etin
g

Dec

Jan

Nov

Sep

Apr

St r a t e g y

Aug
Jul
Bu
sine
ss

134

Re

Review

Jun

May

Bu
sine
ss

Mar

ew

Oct

Review

Feb

vi

iv
e

i s c us s i o n
Business R
Ob
evie
jec
w
t
gy D
ate
Str

a) The Group Management Bonus Plan (GMBP) is anchored


in the overall performance cycle at Clariant. Through intensive dis
cussions and systematic alignment meetings, this cycle ensures
a challenging business-specific target agreement for each Business
Unit and Service Unit (BU/SU).
The individual amount of bonus payments generated in a year is
determined by the achieved result of the Clariant Group measured
against clear objectives. The achievement is calculated by means
of three elements: financial result of the Group; financial results of
Business and Service Units; and defined top priorities (Group Per
formance Indicators and strategic projects).

Generic Performance Cycle of Clariant

n
sio
us
c
is

3.1. Short-Term Incentive Plans (cash bonus)

As Clariant Performance Cycle agreements with each BU lead to


challenging business-specific target settings, and in order to ex
clude any windfall profiting or hidden buffers, the maximum
bonus payout is explicitly capped at 100% (= target). These target
settings have been defined in the fourth quarter of 2013 and there
was no change and no amendment during the year. As outlined
in our compensation concept, we aim for a more aggressive pay-mix
than is the norm in international markets; thus, this 100-percent
approach ensures competitive positioning compared with other
companies.

Compensation Report


Group Management Bonus Plan (GMBP) 2014 Three pillars to balance the Bonus Plan
GPIs
Group
Achievement

Business/Service
Achievement

TOP
Priorities

How do we as a company perform


with regard to our targets?

What are the business results/


contributions of my unit?

Have we acted focused and aligned on


our unit priorities?

ROIC (aei)

EBIT (aei) ROS%


SU Costs*

Operating
Cash Flow (aei)

Cash Flow BU
(aei)

1) Improve Gross Margin


2) Improve Productivity
3) Growth
4) Performance toward customer
5+6) Ensure sustainable results
(CLNX benefits and LTAR)

Target Set (weighting) 2014


Group
Achievement

Business/Service
Achievement

TOP
Priorities

How do we as a company perform


with regard to our targets?

What are the business results/


contributions of my unit?

Have we acted focused and aligned on


our unit priorities?

EC:

ROIC (aei) 30%


40%
Operating Cash Flow (aei) 30%

BUs:

ROIC (aei) 12.5%

EBIT (aei) ROS 17.5%

Operating Cash Flow (aei) 12.5%

Cash Flow BU (aei)


17.5%

40%

SUs:

ROIC (aei) 15%


SU Costs 40%

30%

Operating Cash Flow (aei) 15%



Achievements & Payouts 2014
*as defined in Objective

Group
Achievement

Business/Service
Achievement

TOP
Priorities

How do we as a company perform


with regard to our targets?

What are the business results/


contributions of my unit?

Have we acted focused and aligned on


our unit priorities?

Discussions for Functions


Legend:
ROIC=Return on invested
capital
EBIT=Earnings before
interest & tax

100%

76% to 100%

40% to 100%

aei=After exceptional items


ROS%=Return on Sales in %
NWC=Net working capital
BU = Business Unit
SU = Service Unit

The corresponding bonus payouts for continued businesses ranges between 61% and 100% (EC = 92%)

Clariant Annual Report 2014

LTAR = Lost Time Accident


Rate

135

As a principle, only collective/management team-related target


achievements can serve as the basis for individual bonus payouts.
An employees individual performance will be honored in the annu
al review of total compensation and his/her career development.
The prerequisite for this is an integrated People Performance Man
agement, which plays a key role in building a High Performing
Workforce and High Performance Culture as defined in our Peo
ple Excellence Strategy. In 2012, an adjusted People Performance
Cycle was re-launched, including 360-degree feedback for all ML
15 grades.
The annual evaluation of the achievement of objectives and alloca
tion of funds for the GMBP is conducted by the CoC in February,
following the financial year in question, and approved by the Board
of Directors. This system ensures that the bonus payments made to
employees are closely aligned with the Groups overall results.
b) Cash bonus for non-management-levels: The Group Employee
Bonus Plan (GEBP) ensures further alignment and standardiza
tion to all local bonus plans of the legal entities around the world.
In general (where legally compliant and possible), all legal entities
will apply the global Group Achievement or a combination of
Group results (75%) and local Top Priorities (25%) as the bonus
payout.

136

c) For the sales force: The Global Sales Incentive Plan (G-SIP)
aims to establish dedicated and globally aligned local Sales Incentive
Plans (SIPs) for all Sales Representatives, Sales Managers and Key
Account Managers with clearly allocated annual sales budgets and
commercial responsibilities (ML 14 excluded). The G-SIP focus is
on the individual sales performance and underlying Key Perfor
mance Indicators in the areas of sales (40%), margin (40%) and
trade receivables (20%). As an example, a Sales Representative will
receive tailor-made individual objectives for his allocated set of
clients, which means a concrete sales target in local currencies,
a Deal Score target, as an important indicator to measure the mar
gin, and overdues and receivables as an indicator for trade receiv
ables. Each objective is weighted and can be monitored using exist
ing reporting systems. Thus, the direct impact of individual success
and payout can be easily calculated. In 2011 the global roll-out
started, and in 2014, approximately 1100 employees from every re
gion were included. Employees can participate only in one global
bonus plan (G-SIP or GMBP/GEBP).

3.2. Long-Term Incentive Plans (equity-linked Bonus)


Clariant uses equity-based income components for approximately
280 of its senior managers worldwide (EC and ML 14).
a) The Performance Share Unit (PSU) Plan was introduced in
2013 for all senior managers and replaced the former Tradable
Option Plan (TOP@Clariant). Key objective is a strong commit
ment to a higher profitability for Clariant and therefore to achieve
our 2015 strategic targets.

Compensation Report

The term of Clariants Performance Share Unit Plan is a three-year


vesting period. The vesting is conditional upon achievement of the
performance target (check after three years). The relevant underly
ing Key Performance Indicator is EBITDA (before exceptional
items) in percentage of sales and the performance target is to be at
or above median of a defined peer group. If vesting and perfor
mance targets are achieved, 1 PSU will be converted to one Clariant
share. The first PSUs were granted 2013 and in Summer 2016 per
formance criteria will be checked (vesting in September 2016).
Membership is limited to the Executive Committee and selected
senior managers of ML 14 (approximately 1.7% of employees).
Eligible participants will receive a fixed number of PSUs, in accor
dance with an underlying share price defined over a 10 day trading
period. Eligibility and endowment will be reviewed each year
that the scheme is in operation. For 2014, it was decided in March
to grant PSUs for 2014. The underlying share price was CHF 17.35.
The grant was endorsed on 17 September 2014.
If an employee should voluntarily leave Clariant before the vesting
period (three years) expires, all rights to shares which have not
yet been transferred at that point in time become invalid. In case of
retirement, disability or death of the participant, the employees
(respectively the estate and/or heirs of the participant in case of
death) will receive an immediate vesting on a pro-rata basis, in ac
cordance with published regulations. The vested PSUs remain
subject to the performance condition and will be allocated only at
the end of the vesting period.

Clariant Annual Report 2014

LIST OF RELEVANT PEERS

AZ Electronics*

Du Pont

LG Chemicals

Albermarle

Ashland

Chemtura

Croda

Wacker

Braskem

Eastman

Solvay

Borealis

Rockwood*

Valspar

Huntsman

Shinetsu

Cabot

Polyone

ICL

PPG

DIC

WR Grace

Evonik

Omnova

Celanese

Lyondell Basel

Kemira

EMS

Axiall

Kraton

Johnson Matthey

BASF

Lanxess

Symrise

Sherwin Williams

Mitsubishi

Cytec

Dow

Schulman

Altana

HB Fuller

H&R

Lonza

Akzo

West Lake Chem

Umicore

Ferro

Mitsui

Honeywell

DSM

*impacted by M&A activities

b) Group Senior Management Long-Term Incentive Plan


(GSM-LTIP) = Matching Share Plan
The Matching Share Plan requires a personal investment decision
and fosters the commitment of key managers (approximately 120
positions; EC and ML 13) for the long-term success of Clariant.
Under this plan key managers have to invest part of their compen
sation in Clariant shares. Thus, this plan supports senior managers
in meeting their requirement to permanently hold a minimum of
20000 up to 100000 shares depending on their management level.
New participants will now have six years to catch up to the re
quired investment thresholds.

137

Under the plan, eligible senior managers are entitled to receive a


certain fixed percentage (investment quota of 20%) of their annual
cash bonus for the respective bonus year in the form of investment
shares. Title and ownership in the shares are transferred at alloca
tion (grant after the AGM) of the investment shares. These invest
ment shares will then be blocked and held in a custody account for
a period of three years. At the end of the blocking period, the par
ticipant is entitled to obtain for each investment share an additional
share free of charge (matching share). This matching is subject to
the condition of continued employment with Clariant throughout
the blocking period. In case of termination of employment before
the end of the blocking period, the right to matching shares lapses
and a cash amount will be paid instead, equal to the pro rata tempo
ris portion (considering employment during the blocking period).
The senior managers who do not participate in this plan, or do not
invest according to the plan regulations, will forfeit 50% of their
annual cash bonus (with minimum level at 40% of target cash bo
nus) and the eligibility to participate in any Long-Term Incentive
Programs (including PSU Plan).
The decision to implement this plan was made to create a strong
and sustainable link between the Clariant business cycle and the
value development of the company. Senior managers therefore
strengthen the entrepreneurial and value-creating spirit of the
Clariant Group.
c) Restricted shares for the Board of Directors
This share plan introduced in 2012 allocates shares of Clariant Ltd
to members of the Board of Directors. Board Members will receive
a fixed portion of the annual fee allocated in the form of shares sub
ject to a blocking period (Restricted Shares). The blocking period
is three years from the date they are allocated. From the first busi
ness day after the blocking period, the Board member may freely

138

dispose of and trade these shares without any further restrictions


(legal restrictions will remain applicable). The allocation is made
once a year, at the end of the mandate year, four weeks prior to the
Annual General Meeting (AGM).
The value of a grant is determined by the role & responsibility:
Chairman of the Board

CHF 200000

Vice Chairman

CHF 150000

Member of Board

CHF 100000

4. Structure of compensation for members


of the Board of Directors
The compensation structure for members of the Board of Directors
follows the outlined compensation concept for the performance
year 2014.
According to the aforementioned guidelines, remuneration of mem
bers of the Board of Directors is made up of the following compo
nents:
a) Annual basic fee
b) Committee membership fees
c) Share-based remuneration
Since the performance year 2012, the Board of Directors has decid
ed to abandon option-based compensation for non-executive direc
tors. It was replaced by the grant of restricted stock to enable the
Board to participate in the long-term value creation of the company.
In addition a new compensation policy was implemented with
effective date 1 April 2012, which focuses more on a stronger ac
knowledgment of responsibilities and activities inside the commit
tees.
The following graph illustrates the relative structure of the three
components for 2014:

Compensation Report

Relative Structure of Total Compensation (Board of Directors) in % of total compensation


Chairman of the Board of Directors

46

Vice Chairman of the Board of Directors

45

Member of the Board of Directors*



Honorarium

43
0

Committee fee*

23

10

20

31

20

35

14
30

40

43

50

60

70 80

90 100

Shares (value at grant) *Activity-based (assumption for members is minimum = CHF 30000)

ANNUAL COMPENSATION OF THE BOARD OF DIRECTORS (Structural Overview only) in CHF

Chairman
of the Board

Vice Chairman
of the Board

Member
of the Board of
Directors

Total
2014

Total
2013

300000

200000

100000

1100000

1100000

According to individual activity (see table below)

730000

730000

950000

950000

Cash compensation
Honorarium1
Committee fee1
Social contribution
Relevant amount

According to individual situation2

Shares
Value (at grant)

200000

150000

Chair

Member

100000

The fees are paid in cash, in equal parts in March and September.

Actual details 2014 see table page 140

Committee Fee

Chairmans Committee

120000

60000

Audit Committee

80000

40000

Compensation Committee

60000

30000

Technology & Innovation Committee

60000

30000

Clariant Annual Report 2014

139

In order to fulfill the reporting needs outlined in the Ordinance


against Excessive Compensation (OaEC) we will disclose the
relevant Fair Market Value (FMV) figures in the following audited
table.
2014 ANNUAL COMPENSATION EMOLUMENTS TO MEMBERS OF THE BOARD OF DIRECTORS (Fair Market Value = FMV) in CHF

Rudolf
Wehrli

Gnter
von Au

Peter
Isler

Peter
Chen

Honorarium

300000

Committee fee

150000

Dominik
Koechlin

Carlo G.
Hariolf
Dolf
Konstantin
Soave Kottmann1 Stockhausen Winterstein Totals 2014

200000

100000

100000

100000

100000

100000

100000

1100000

90000

140000

60000

100000

120000

30000

40000

730000

41786

30039

20089

24286

20747

23211

12895

173053

Fair market value (FMV)

200012

150009

100006

100006

100006

100006

100006

100006

950057

Total 2014
(Fair market value 2014)

691798

470048

360095

284292

320753

343217

242901

240006

2953110

Cash compensation

Social contribution
Relevant amount
Shares

2013 ANNUAL COMPENSATION EMOLUMENTS TO MEMBERS OF THE BOARD OF DIRECTORS (Fair Market Value = FMV) in CHF

Rudolf
Wehrli

Gnter
von Au

Peter
Isler

Peter
Chen

Honorarium

300000

Committee fee

150000

Dominik
Koechlin

Carlo G.
Hariolf
Dolf
Konstantin
Soave Kottmann1 Stockhausen Winterstein Totals 2013

200000

100000

100000

100000

100000

100000

100000

1100000

90000

140000

60000

100000

120000

30000

40000

730000

43053

29742

20242

19017

20889

22307

12993

168243

Fair market value (FMV)2

200010

150016

100005

100005

100005

100005

100005

100005

950056

Total 20132
(Fair market value 2013)

693063

469758

360247

279022

320894

342312

242998

240005

2948299

Cash compensation

Social contribution
Relevant amount
Shares

After taking over the function as CEO, no further Board of Directors compensations are extended. Please refer to the Executive Committee table.

Correction needed due to adjustments of final share price at grant.

In both years there were no payments to former members of the


Board of Directors nor were any loans or credits outstanding and or
granted.

140

Please find on the next page the information about the actual share
and option ownership of the Board of Directors.

Compensation Report

SHARES HELD BY MEMBERS OF THE BOARD OF DIRECTORS

Number
of shares granted
for 20142

Number
of shares granted
for 20133

Number of shares
within vesting
period for 2014

Number of shares
within vesting
period for 2013

Number of
privately held
shares for 2014

Number of
privately held
shares for 2013

Rudolf Wehrli

12904

11258 (correction
of 12500)

43132

26874

Gnter von Au

9678

8444 (correction
of 9375)

26732

18288

Peter Isler

6452

5629 (correction
of 6250)

64375

56746

Peter Chen

6452

5629 (correction
of 6250)

12821

12923

Dominik Koechlin

6452

5629 (correction
of 6250)

23921

18292

Carlo G. Soave

6452

5629 (correction
of 6250)

27921

22292

Hariolf Kottmann

Dolf Stockhausen

6452

5629 (correction
of 6250)

11594625

11783396

Konstantin Winterstein

6452

5629 (correction
of 6250)

6002861

5985040

61294

53476 (correction of 59375)

17796388

17923851

Number of options Number of options


within vesting
within vesting
period for 2014
period for 2013

Number of
privately held
options for 2014

Number of
privately held
options for 2013
61870

Total

OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS

Number of options Number of options


granted for 2014
granted for 2013
Rudolf Wehrli

30120

Gnter von Au

Peter Isler

47946

47946

Peter Chen

47946

Dominik Koechlin

47946

47946

Carlo G. Soave

24096

47946

Hariolf Kottmann

Dolf Stockhausen

Konstantin Winterstein

Total

150108

253654

See EC overview on page 144. 2Number of shares will be defined in March 2015. Underlying assumption here is a share price of CHF 15.50. 3Correction needed due to adjustments of final share price at grant:

Underlying assumption was CHF 16.00. Final allocation of shares with CHF 17.766, therefore the numbers of shares are different.

Clariant Annual Report 2014

141


Remuneration structure of the Clariant Executive Committee

CEO Compensation*

2013
Total target CHF 4.58 m

2014
Total target CHF 4.1 m

PSU

32%

The compensation for members of the Board of Directors is subject


to the Swiss taxation and social security laws, with Clariant paying
the employer contributions which are required. The members of
the Board of Directors do not receive any lump-sum reimbursement
of entertainment expenses above and beyond actual expenditure
on business trips. For additional information for the Board of Direc
tors, refer to Note 12 of the Notes to the Financial Report of
Clariant Ltd, on pages 217-218.

IS

32%

PSU
MS
IS

42%

TCB

39%

TCB

26%

BS

29%

BS

PSU
MS

Key focus elements are:


a) Comparison of management remuneration packages of European
chemical companies with global scope
b) Comparison of management remuneration of Swiss-based multi
national companies
The bonus amounts of the total compensation packages are paid
out in relation to the achieved results for a particular financial year.
The actual bonus amounts may vary between zero and target
values (= 100%) in the financial year in question.

CHF 500000

PSU

CHF 480000

MS

CHF 500000
CHF 400000

TCB, thereof
IS (20% Invest)

CHF 2400000
(CHF 480000)

TCB, thereof
IS (20% Invest)

CHF 2000000
(CHF 400000)

BS

CHF 1200000

BS

CHF 1200000

EC Compensation*

2013
Total target CHF 2.73 m

5. Compensation of members of
the executive committee
The CoC regularly reviews the level and structure of the compensa
tion packages for members of the EC. In 2013 we conducted select
ed market benchmarks regarding the chemical peers for the EC and
the Board of Directors and enlarged our survey activities for all
global positions around the world. In our Individualized Chemical
Benchmark analysis, we focused on companies which are defined in
our relevant peer group of the newly introduced Performance
Share Unit (PSU) Plan (see page 137).

MS

30%

2014
Total target CHF 2.25 m

PSU
MS
IS

41%

TCB

29%

BS

28%

36%

36%

PSU
MS
IS
TCB

BS

PSU

CHF 250000

PSU

CHF 250000

MS

CHF 280000

MS

CHF 200000

TCB, thereof
IS (20% Invest)
BS

CHF 1400000
(CHF 280000)
CHF 800000

TCB, thereof
IS (20% Invest)

CHF 1000000
(CHF 200000)

BS

CHF 800000

Legend:
BS = Base salary

MS = Matching Shares

TCB = Target Cash Bonus

1:1 match of investment Shares after 3 years

IS = Investment Share

vesting period (Value at Grant)

Investment (minimum 20%) from Actual Cash

PSU = Performance Share Unit

Bonus into 3 years blocked shares (Value at

3 years vesting period with defined performance

Grant)

hurdle (Value at Grant)


*without other benefits

Base salary and variable remuneration


It is important to highlight that the Executive Committee partici
pates in the same bonus programs as the senior managers. Therefore, they participate in the GMBP, Performance Share Unit Plan
and the GSM-LTIP.

142

As an outcome of the benchmarking exercise, the remuneration


structure of the EC was adjusted in 2013 (after a fixation of terms in
2011 and 2012) to the following general structure for 2013 and 2014.
Key trigger was a shift inside the pay-mix (see chart above).

Compensation Report

Other benefits
The members of the EC participate in the pension plans of the
Clariant Group, notably the Clariant pension fund with an insured
income of up to CHF 200000 per annum, and the management
pension fund with an insured income of up to a further CHF 642400
per annum. The maximum insured income under the pension plans
therefore stands at CHF 842400 per annum. The CEO participates
in Clariants pension and insurance plans. Additional pension pro
visions are accrued over time in order to match contractually grant
ed retirement plans.
Clariants pension plans conform with the legal framework of the
occupational pension scheme (BVG). In future, the maximum
contribution will be dynamically aligned with Art. 79c BVG. For
members of the EC and all other Clariant employees, the insured
income is defined as the base salary plus 50% of target cash bonus.

Equity-linked income components are not subject to pensionable


income. The usual term insurance policies for death and disability
form part of Clariants pension plans. The total employer contribu
tion is approximately 11% of the insured income in the case of the
Clariant pension fund, and 22% of the insured income in the case of
the Clariant management pension fund. These contributions cover
both the contributions to the formation of retirement capital, and
the risk components. Under IFRS the Clariant pension fund is a de
fined benefit plan. The management pension fund provides the
members solely with retirement capital upon retirement, and does
not incorporate pension payments.
During the year 2014, there was no personnel change within the
Executive Committee.
In order to fulfill the reporting needs outlined in the Ordinance
against Excessive Compensation (OaEC) we will disclose the rele
vant Fair Market Value (FMV) figures in the following audited
table.

2014 ANNUAL COMPENSATION TO MEMBERS OF the Executive Committee (Fair Market Value, FMV) in CHF

Hariolf Kottmann

Other EC members

Totals 2014

1200000

2400000

3600000
3680000

Base salary
Cash bonus

1472000

2208000

Share-based bonus (FMV)

1141409

1712139

2853548

Other benefits2

1563048

1411275

2974323

Total

5376457

7731414

13107871

Hariolf Kottmann

Other EC members

Totals 2013

Base salary

1200000

2400000

3600000

Cash bonus

1766400

3091200

4857600

Share-based bonus (FMV)3

1381080

2286378

3667458

Other benefits2

1816146

1272021

3088167

Total

6163626

9049599

15213225

2013 ANNUAL COMPENSATION TO MEMBERS OF the Executive Committee (Fair Market Value, FMV) in CHF

Mandatory to invest 20% of cash bonus into shares. Cash bonus displayed is already without the mandatory investments, which are included in the share-based bonus. Assumptions: share price at grant =

1

CHF 15,50 (not fixed yet, final share price will be fixed in April 2015 and therefore the numbers of shares can change); cash bonus payout = 92%
Other benefits include contributions to pension funds and accrued pension benefits using IAS 19 (68%) and social security (32%).

FMV difference to Annual Report 2013 based on adjusted share price for the PSU grant (share price at booking 15.30 CHF instead of share price at grant of 13.74 CHF)

In both years there were no payments to leaving members of the


Executive Committee nor were any loans or credits outstanding
and or granted.

Clariant Annual Report 2014

Please find on the next page the information about the actual share
and option ownership of the Members of the Executive Committee.

143

Explanation of Numbers of Shares Granted

Number of investment shares1

Hariolf
Kottmann

Patrick
Jany

Christian
Kohlpaintner

Mathias
Ltgendorf

Total

23742

11871

11871

11871

59 355

Number of matching shares1

23742

11871

11871

11871

59 355

Number of performance share units

28819

14410

14410

14410

72 049

Total number of shares

76303

38152

38152

38152

190 759

Number
Number
of shares granted of shares granted
for 20141
for 20132

Number of
shares within
vesting
period for 2014

Number of
shares within
vesting
period for 2013

Number of
privately held
shares for 2014

Number of
privately held
shares for 2013

SHARES HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE

Hariolf Kottmann

76303

87627 (correc
tion of 91591)

212289

205489

444814

521098

Patrick Jany

38152

48084 (correc
tion of 50396)

115569

114559

265168

221880

Christian Kohlpaintner

38152

48084 (correc
tion of 50396)

115569

114559

201307

158019

Mathias Ltgendorf

38152

48084 (correc
tion of 50396)

115569

114559

292213

305613

190 759

231879 (correction of 242779)

558996

549166

1203502

1206610

Total

OPTIONS HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE

Number
of options
granted
for 2014

Number
of options
granted
for 2013

Number of
options within
vesting period
for 2014

Number of
options within
vesting period
for 2013

Number of
privately
held options
for 2014

Number of
privately
held options
for 2013

Hariolf Kottmann

263200

383682

263382

Patrick Jany

131600

191841

290241

Christian Kohlpaintner

131600

120000

50241

Mathias Ltgendorf

131600

120241

Total

658000

695523

724105

Number of shares only estimated (underlying assumption CHF 15.50 per share and 92% bonus payout), will need correction in next years Annual Report.

Correction needed due to adjustments of final share price at grant: Underlying assumption was CHF 16.00 per share. Final allocation was done at CHF 17.24.

144

Report of the statutory auditor


to the General Meeting on the
remuneration report 2014
We have audited pages 140 and 143 of the compensation report of
Clariant Ltd for the year ended 31 December 2014.

Board of Directors responsibility


The Board of Directors is responsible for the preparation and over
all fair presentation of the compensation report in accordance with
Swiss law and the Ordinance against Excessive Compensation in
Stock Exchange Listed Companies (Ordinance). The Board of Di
rectors is also responsible for designing the compensation system
and defining individual compensation packages.

Auditors responsibility
Our responsibility is to express an opinion on the compensation re
port. We conducted our audit in accordance with Swiss Auditing
Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable as
surance about whether the compensation report complies with
Swiss law and Articles 1416 of the Ordinance.

An audit involves performing procedures to obtain audit evidence


on the disclosures made in the compensation report with regard to
compensation, loans and credits in accordance with Articles 1416
of the Ordinance. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material mis
statements in the compensation report, whether due to fraud or er
ror. This audit also includes evaluating the reasonableness of the
methods applied to value components of compensation, as well as
assessing the overall presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.

Opinion
In our opinion, pages 140 and 143 of the compensation report of
Clariant Ltd for the year ended 31 December 2014 comply with
Swiss law and Articles 1416 of the Ordinance.
PricewaterhouseCoopers AG

Dr. Daniel Suter


Audit expert
Auditor in charge

Ruth Sigel
Audit expert

Basel, 16 February 2015

PricewaterhouseCoopers AG, St. Jakobs-Strasse 25, Postfach, CH-4002 Basel, Switzerland,


Telephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms,
each of which is a separate and independent legal entity.

Clariant Annual Report 2014

145

Financial
Report

146

Financial Report
Consolidated Financial Statements of the Clariant Group

Consolidated Financial Statements


of the Clariant Group

148 Consolidated Balance Sheets


149 Consolidated Income Statements
150 Consolidated Statements of Comprehensive Income
151 Consolidated Statements of Changes in Equity
152 Consolidated Statements of Cash Flows
153 Notes to the Consolidated Financial Statements
210 Report of the Statutory Auditor
Review of trends

211 Five-Year Group Overview


Financial Statements of
Clariant Ltd, Muttenz

212 Clariant Ltd Balance Sheets


213 Clariant Ltd Income Statements
214 Notes to the Financial Statements of Clariant Ltd
220 Appropriation of Available Earnings
221 Report of the Statutory Auditor
222 Forward-looking Statements

Clariant Annual Report 2014

147

Consolidated balance sheets


at 31 December 2014 and 2013

Notes1

31.12.2014
in CHF m

in %

31.12.2013
in CHF m

in %

Assets
Non-current assets
Property, plant and equipment

2104

2041

Intangible assets

1487

1549

Investments in associates and joint ventures

635

608

Financial assets

44

27

17

18

43

Prepaid pension assets


Deferred tax assets

Total non-current assets

271
4559

245
57.6

4513

55.2

Current assets
Inventories

10

930

846

Trade receivables

11

985

905

Other current assets

12

385

482

Current income tax receivables


Near-cash assets

13

Cash and cash equivalents

14

Total current assets


Assets held for sale

22, 23

Total assets

56

60

180

147

748

770

3284

41.5

3210

39.3

72

0.9

451

5.5

7915

100.0

8174

100.0

Equity and liabilities


Equity
Share capital

15

1228

1228

Treasury shares (par value)

15

45

49

Other reserves

852

881

Retained earnings

574

654

2609

2714

Total capital and reserves attributable to Clariant shareholders


Non-controlling interests

124

Total equity

2733

66
34.5

2780

34.0

Liabilities
Non-current liabilities
Financial debts

16

1761

72

120

Retirement benefit obligations

17

924

669

Provision for non-current liabilities

18

Deferred tax liabilities

Total non-current liabilities

1830

210
2967

223
37.5

2842

34.8

Current liabilities
Trade and other payables

19

1147

Financial debts

20

430

589

313

274

Current income tax liabilities


Provision for current liabilities

18

Total current liabilities

1227

315

334

2205

27.9

2424

10

0.1

128

1.5

Total liabilities

5182

65.5

5394

66.0

Total equity and liabilities

7915

100.0

8174

100.0

Liabilities directly associated with assets held for sale

The notes form an integral part of the consolidated financial statements.

148

22, 23

29.7

Financial Report
Consolidated Financial Statements of the Clariant Group

Consolidated income statements

for the years ended 31 December 2014 and 2013


Sales

Notes1

2014
in CHF m

in %

2013
in CHF m

in %

21

6116

100.0

6076

100.0

Costs of goods sold

4344

Gross profit

1772

Selling, general and administrative costs

4332
29.0

1744

1049

1034

213

199

75

63

Gain from disposals not qualifying as discontinued operations

23

168

19

Restructuring, impairment and transaction related costs

25

228

123

Research and development costs


Income from associates and joint ventures

Operating income

525

8.6

470

Finance income

26

14

14

Finance costs

26

160

139

Income before taxes


Taxes

379
9

Net result from continuing operations

6.2

144
235

345

28.7

7.7

5.7

22
3.8

323

5.3

Attributable to:
Shareholders of Clariant Ltd
Non-controlling interests
Net result from discontinued operations

22

175

306

60

17

18

318

23

326

217

152

20

65

25

Attributable to:
Shareholders of Clariant Ltd
Non-controlling interests
Net income/loss
Attributable to:
Shareholders of Clariant Ltd
Non-controlling interests
Basic earnings per share attributable to the shareholders of Clariant Ltd (CHF/share)
Continuing operations

27

0.55

0.98

Discontinued operations

27

0.07

1.04

0.48

0.06

Total
Diluted earnings per share attributable to the shareholders of Clariant Ltd (CHF/share)
Continuing operations

27

0.54

0.98

Discontinued operations

27

0.07

1.04

0.47

0.06

Total
The notes form an integral part of the consolidated financial statements.

Clariant annual report 2014

149

Consolidated statements of comprehensive income

for the years ended 31 December 2014 and 2013

Notes1

Net income

2014
in CHF m

2013
in CHF m

217

443

51

Other comprehensive income:


Remeasurements:
Actuarial gain/loss on retirement benefit obligations

17

Return on retirement benefit plan assets, excluding amount included in interest expense

17

Total items that will not be reclassified subsequently to the income statement, gross
Deferred tax effect

Total items that will not be reclassified subsequently to the income statement, net
Net investment hedge

Effect of the reclassification of foreign exchange differences


on previously held net investments in foreign entities
Total items that will be reclassified subsequently to the income statement, gross
Deferred tax effect
Total items that will be reclassified subsequently to the income statement, net
Other comprehensive income for the period, net of tax
Total comprehensive income for the period

77
128

60

32

265

96

28

20

18

72

160

11

19

86

170

Currency translation differences


Share of other comprehensive income of associates and joint ventures

118
325

86

170

179

74

38

69

Attributable to:
36

78

Non-controlling interests

Shareholders of Clariant Ltd

74

Total comprehensive income for the period

38

69

Continuing operations

17

263

Discontinued operations

19

341

Total comprehensive income attributable to shareholders of Clariant Ltd

36

78

Total comprehensive income attributable to shareholders of Clariant Ltd arising from:

The notes form an integral part of the consolidated financial statements.

150

Financial Report
Consolidated Financial Statements of the Clariant Group

Consolidated statements of changes in equity in CHF m

at 31 December 2014 and 2013


Other reserves

Balance 31 December 2012

Total
share
capital

Treasury
shares
(par value)

Share
premium
reserves

Cumulative
translation
reserves

Total
other
reserves

1094

59

1647

668

979

Net income/loss
Net investment hedge

18

Retained
earnings

Total
attributable
to equity
holders

Noncontrolling
interests

Total
equity

566

2580

86

2666

20

20

25

18

18

18

Remeasurements:
Actuarial gain/loss on retirement
benefit obligation (see note 17)

51

51

51

Return on retirement benefit plan


assets, excluding amount included in
interest expense (see note 17)

77

77

77

Deferred tax on remeasurements


(see note 9)

32

32

32

Share of other comprehensive income of


associates and joint ventures (see note 7)

11

11

11

Effect of the reclassification of foreign


exchange differences on previously held net
investments in foreign entities
Currency translation differences
Total comprehensive income
for the period
Increase of share capital (see note 15)

134

19

19

19

144

144

144

16

160

143

143

78

69

15

15

150

65

150

284

Dividends to non-controlling interests

Distributions

105

19

284

105

105

Change in non-controlling interests


as a result of the disposals

105

13

13

Acquisition of non-controlling interests


(see note 15)

25

25

811

881

654

2714

66

2780

152

152

65

217

20

20

Employee share & option scheme:


Effect of employee services
Treasury share transactions
Balance 31 December 2013

10
1228

49

1692

Net income
Net investment hedge

25
9

20

20

Remeasurements:
Actuarial gain/loss on retirement benefit
obligation (see note 17)

443

443

443

Return on retirement benefit plan


assets, excluding amount included in
interest expense (see note 17)

118

118

118

Deferred tax on remeasurements


(see note 9)

60

60

60

Share of other comprehensive income of


associates and joint ventures (see note 7)

Effect of the reclassification of foreign


exchange differences on previously held net
investments in foreign entities
Currency translation differences
Total comprehensive income
for the period

63

63

63

86

86

Dividends to non-controlling interests


Distributions

115

Disposal of non-controlling interests


(see note 15)

122

3
9

72

36

74

38

24

24

115

115

17

17

17

17

12

852

574

2609

115
8

25

Employee share & option scheme:


Effect of employee services
Treasury share transactions
Balance 31 December 2014

4
1228

45

1577

725

17
12
124

2733

The notes form an integral part of the consolidated financial statements.

Clariant annual report 2014

151

Consolidated statements of cash flows

for the years ended 31 December 2014 and 2013

Notes1

2014
in CHF m

2013
in CHF m

217

Net income
Adjustment for:
Depreciation of property, plant and equipment (PPE)
Impairment and reversal of impairment
Amortization of intangible assets

221

220

25

116

121

61

64

Impairment of working capital

59

64

Income from associates and joint ventures

75

64

Tax expense

152

123

150

Gain from disposals not qualifying as discontinued operations

23

168

19

Loss on disposals of discontinued operations

22

15

307

28

Net financial income and costs

Other non-cash items


Total reversal of non-cash items
Dividends received from associates and joint ventures

513
7

Income taxes paid


Payments for restructuring

25

Cash flow before changes in net working capital and provisions

819

50

30

108

126

89

133

583

595

116

111

Changes in trade receivables

73

163

Changes in trade payables

76

103

168

Changes in inventories

Changes in other current assets and liabilities


Changes in provisions (excluding payments for restructuring)
Cash flow from operating activities
Investments in PPE

Investments in financial assets, associates and joint ventures

17

45

334

301

310

292

13

27

Changes in current financial assets and near-cash assets

28

126

Sale of PPE and intangible assets

181

24

Investments in intangible assets

Acquisition of companies, businesses and participations

24

41

18

Proceeds from disposals of discontinued operations

22

132

293

Proceeds from disposal of activities not qualifying as discontinued operations

23

112

Cash flow from investing activities


Proceeds from the disposal of non-controlling interests

1
31

100

15

25

Distribution from the reserves to the shareholders of Clariant Ltd

15

115

105

Acquisition of non-controlling interests

15

20

17

Purchase of treasury shares


Sale of treasury shares

28

32

Proceeds from financial debts

265

188

Repayments of financial debts

471

913

Dividends paid to non-controlling interests


Interest paid
Interest received

24

15

105

157

14

Cash flow from financing activities

15
403

Currency translation effect on cash and cash equivalents


Net change in cash and cash equivalents

974

16

29

22

602

Cash and cash equivalents at the beginning of the period

14

770

1372

Cash and cash equivalents at the end of the period

14

748

770

The notes form an integral part of the consolidated financial statements.

152

Financial Report
Notes to the consolidated financial statements

Notes to the consolidated financial


statements
1. Accounting policies
1.01 General information
Clariant Ltd (the Company) and its consolidated subsidiaries (together the Group) are a global leader in the field of specialty
chemicals. The Group develops, manufactures, distributes and sells
a broad range of specialty chemicals which play a key role in its
customers manufacturing and treatment processes or add value to
their end products. The Group has manufacturing plants around
the world and sells mainly in countries within Europe, the Americas
and Asia.
Clariant is a limited liability company incorporated and domiciled
in Switzerland. The address of its registered office is Rothausstrasse 61,
CH-4132 Muttenz, Switzerland. The Company is listed on the SIX
Swiss Exchange.
The Board of Directors approved the consolidated financial statements for issue on 16 February 2015. They will be subject to
approval by the Annual General Meeting of Shareholders scheduled for 31 March 2015.

1.02 Basis of preparation


The consolidated financial statements of the Clariant Group have been
prepared in accordance with the International Financial Report
ing Standards (IFRS) and the IFRIC interpretations applicable to
companies reporting under IFRS, and with the significant accounting policies set out below.

1.03 Standards, interpretations and amendments


effective in 2014
The following new standards, interpretations and amendments
have been adopted by Clariant starting on 1 January 2014. However,
none of them had a significant impact on the Groups consolidated
financial statements:
Amendment to IAS 32, Financial instruments: Presentation, on offsetting financial assets and liabilities. This amendment clarifies
that the right of set-off must not be contingent on a future event. It
must also be legally enforceable for all counterparties in the
normal course of business, as well as in the event of default, insolvency or bankruptcy. The amendment also considers settlement
mechanisms. This amendment did not have a material impact on
the Group financial statements.
IFRIC 21, Levies, sets out the accounting for an obligation to pay a
levy if that liability is within the scope of IAS 37, Provisions. The
interpretation addresses what the obligation event is that gives rise
to pay a levy and when a liability should be recognized. The Group
is currently not subject to significant levies so the impact on the
Group financial statements is not material.
Amendment to IAS 36, Impairment of assets, addresses the disclosure of information about the recoverable amount of impaired
assets if that amount is valued at fair value less costs of disposal. This
amendment, effective as of 1 January 2014 had been early adopted
by Clariant in 2013.
Other standards, amendments and interpretations which are effective for the financial year starting 1 January 2014 are not material
to the Group.

The consolidated financial statements have been prepared under


the historical cost convention as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) at fair value through profit or loss.
The preparation of financial statements in conformity with the IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of
applying the Groups accounting policies. These estimates and
judgment affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amounts of income
and expenses during the reporting period. Although these are
based on managements best knowledge of current events and circumstances, actual outcomes may ultimately differ from those
estimates. The areas involving a higher degree of judgment or complexity, or areas where estimates are significant to the consolidated
financial statements, are disclosed under note 4.

Clariant annual report 2014

153

1.04 Standards, interpretations and amendments not


yet effective

All associates and joint ventures apply the same accounting principles as the Group.

The following standards, interpretations and amendments already


issued but not yet effective will be adopted as they become effective.

1.06 Principles and methods of consolidation

IFRS 9, Financial Instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It
replaces the guidance in IAS 39 that relates to the classification and
measurement of financial instruments. The standard is effective
for accounting periods beginning on or after 1 January 2018. The
Group is yet to assess the full impact of IFRS 9.
IFRS 15, Revenue from contracts with customers, deals with revenue recognition and establishes principles for disclosing useful
information about revenue and cash flows arising from these contracts. This standard replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and related interpretations. It is effective for
accounting periods beginning on or after 1 January 2017. The
Group is in the process of assessing the impact of IFRS 15 on its
financial statements.
There are no other already issued standards, interpretations or
amendments that are not yet effective that would be expected to
have a material impact for the Group.

The annual closing date of the individual financial statements is


31 December. The consolidated financial statements are prepared
applying uniform presentation and valuation principles.
The results of non-controlling interests are separately disclosed in
the income statement and the balance sheet.

1.07 Revenue recognition


Sales of goods, interest income and dividends are recognized in line
with the requirements of IAS 18, Revenue.

1.08 Exchange rate differences


Exchange rate differences are recognized in line with the requirements of IAS 21, The Effect of Changes in Foreign Exchange Rates.
The consolidated financial statements are presented in Swiss
francs, which is the functional and presentation currency of the
parent company.
Income statements and cash flow statements of foreign entities are
translated into the Groups presentation currency at sales weighted
average exchange rates for the year and their balance sheets are translated at the exchange rates prevailing on 31 December.

1.05 Scope of consolidation


Subsidiaries: Subsidiaries are those entities over which the
Group has control. This is the case when it is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group and they are
deconsolidated from the date the control ceases.
Associates: Associates are entities over which the Group has
significant influence but not control, generally accompanying
a shareholding of between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity
method.
Joint arrangements: The Group applies IFRS 11, Joint
Arrangements, to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint
operations or joint ventures depending on the contractual rights
and obligations of each investor. Clariant has assessed the
nature of its joint arrangements and determined them to be joint
ventures. Joint ventures are accounted for using the equity
method.

154

1.09 Property, plant and equipment


Property, plant and equipment, except the ones pertaining to mining
activities, are valued at historical acquisition or production costs
and depreciated on a straight-line basis to the income statement, using
the following estimated useful lives in accordance with the Group
guidelines:
Buildings15 to 40 years
Machinery and equipment10 to 16 years
Furniture, vehicles, computer hardware3 to 10 years
Land is not depreciated
Property, plant and equipment pertaining to mining activities are
valued at historical costs and depreciated over their useful lives to the
income statement using the units of production method.
When the entity has a present legal or constructive obligation to
dismantle an item of property, plant and equipment or restore a site,
its initial costs includes an estimate of the costs of dismantling
and removing the item and restoring the site on which it is located.
A corresponding provision is recorded for the amount of the
asset component.

Financial Report
Notes to the consolidated financial statements

Financing costs directly associated with the acquisition, construction


or production of qualifying property, plant and equipment are capitalized as a part of the costs of these assets.

1.10 Intangible assets


Goodwill is recognized as per the requirements of IFRS 3, Business
Combinations, IAS 38, Intangible Assets and IAS 28, Investment
in Associates and Joint Ventures. Goodwill is not amortized, but
tested annually for impairment as required by IAS 36, Impairment
of Assets.
Trademarks and licenses are capitalized at historical costs and
amortized on a straight-line basis to the income statement over their
estimated useful lives, with a maximum of ten years.

on the market and used in the European Union, either on their own,
in mixtures or in products. REACH requires the registration of
certain substances, with annual volumes exceeding a consumption
of 1000 metric tons, by 2010 and various other substances depending on their category by 2018. As a company active in the chemical
industry, Clariant has incurred costs in connection with REACH.
Due to their nature, these costs are considered within the context
of IAS 38, Intangible Assets, and those qualifying for capitalization
are reported as intangible assets. As the initial two phases of the
registration were completed in 2010 and 2013 respectively, the corresponding costs capitalized as intangible assets are amortized
since 2011 for the first phase and since January 2014 for the second
phase on a straight-line basis to the income statement over their
estimated useful lives of twelve years.

Acquired computer software licenses are capitalized on the basis of


the costs incurred to acquire and bring to use the specific software.
They are amortized on a straight-line basis to the income statement
over their estimated useful lives (three to five years). Costs directly
associated with the production of identifiable and unique software
products controlled by the Group, that will probably generate economic benefits beyond one year, are recognized as intangible assets.
Direct costs include software development costs, personnel costs
and advisory costs directly related to the software development and
an appropriate portion of the relevant overheads. Costs associated
with developing and maintaining common software programs are
recognized as an expense when incurred.

1.11 Impairment of assets

Intangibles acquired in a business combination with the exception


of mining rights are amortized using a straight-line method over
their remaining useful lives as follows:
Technology3 to 15 years
Customer relationships12 to 20 years
Tradenames10 years
Order backlog2 years

1.13 Inventories

Mining rights are depreciated over their useful lives using the units
of production method.
On 1 June 2007, a European Union regulation on chemicals and
their safe use came into effect. It deals with the Registration, Evaluation, Authorization and Restriction of Chemical Substances
(REACH). REACH applies to all substances manufactured, placed

Clariant annual report 2014

Impairment of assets are recognized and disclosed as per the


requirements of IAS 36, Impairment of Assets.

1.12 Non-current assets and disposal groups held


for sale
Non-current assets and disposal groups are classified as held for
sale when their carrying amount is to be recovered through a sale
transaction and a sale is considered highly probable. They are
stated at the lower of the carrying amount and fair value less costs
of disposal, as per the requirements of IFRS 5, Non-current Assets
Held for Sale and Discontinued Operations.

Purchased goods are valued at acquisition costs, while self-manufactured products are valued at manufacturing costs including
related production overhead costs. Inventory held at the balance
sheet date is primarily valued at standard costs, which approximates actual costs on a weighted average basis. This valuation method
is also used for valuing the costs of goods sold in the income statement. Adjustments are made for inventories with a lower net
realizable value. Unsaleable inventories are fully written off. These
adjustments are recorded as valuation allowances, which are
deducted directly from the inventory value in the balance sheet.
The allowances are reversed when the inventories concerned are
either sold or destroyed and as a consequence are removed from
the balance sheet.

155

1.14 Trade receivables


Trade receivables are recognized in accordance with IAS 39, Financial Instruments: Recognition and Measurement.

1.15 Cash and cash equivalents


Cash and cash equivalents comprise cash in hand, deposits and calls
with banks, as well as short-term investment instruments with
an initial lifetime of 90 days or less. Bank overdrafts are shown within
financial debt in current liabilities on the balance sheet.

1.16 Derivative financial instruments and hedging


Derivative financial instruments and hedges are recognized in
accordance with IAS 39, Financial Instruments: Recognition
and Measurement.

Defined benefit plans: For defined benefit plans, the amount to be


recognized in the provision is determined using the projected
unit credit method. Independent actuaries perform the actuarial
valuations for the defined benefit plans on a regular basis. For
the larger plans these valuations take place annually. For the smaller
ones valuations are performed at least every three years, with
systematic roll-forwards in the years in between.
The liability recognized in the balance sheet in respect of the
defined benefit pension plans is the present value of the obligation
at the end of the reporting period less the fair value of plan assets.
Actuarial gains and losses are charged or credited to equity in other
comprehensive income in the period in which they arise. Past
service costs are recognized immediately in the income statement.

1.17 Leasing
The Group classifies leases into finance and operating leases and
recognizes them based on the requirements of IAS 17, Leases.

1.18 Current income tax


The taxable profits (losses) of Group companies are calculated in
accordance with the rules established by the taxation authorities of
the countries in which they operate. They are the basis for the
determination of income tax payments (reimbursements) for the
reporting period in accordance with the prevailing local income
tax rates. Current income tax is accounted for in accordance with the
requirements of IAS 12, Income Taxes.

1.19 Deferred income tax


Deferred income tax is calculated using the comprehensive liability
method as per the requirements of IAS 12, Income Taxes.
No deferred income tax is calculated for the temporary differences
on investments in Group companies, provided that the investor
(parent company) is able to control the timing of the reversal of the
temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

1.20 Employee benefits


Group companies operate various post-employment schemes, including both defined benefit and defined contribution pension
plans, post-employment health care plans and other benefits. Obligations for employee benefits are determined and recorded in
line with the requirements of the revised IAS 19, Employee Benefits.
Defined contribution plans: Contributions to defined contribution
plans are recorded in the income statement in the period to which
they relate.

156

Some Group companies provide post-retirement health care


benefits to their retirees. The entitlement to these benefits is usually
conditional on the employee remaining in service up to retirement
age and the completion of a minimum service period. The expected
costs of these benefits are accrued over the period of employment
using an accounting method similar to that for the defined benefit
pension plans. Actuarial gains and losses arising from experience
adjustments and changes in actuarial assumptions are charged or
credited to equity in other comprehensive income in the period
in which they arise.
The charges for defined benefit plans, defined contribution plans
and termination benefits are included in personnel expenses and
reported in the income statement under the corresponding functions of the related employees or in expenses for restructuring and
impairment.
Other long-term employee benefits are employee benefits (other
than post-employment benefits and termination benefits) which
do not fall wholly due within twelve months after the end of the
period in which the employees render the related service. These
include long-term compensated absences such as long-service
or sabbatical leave and jubilee or other long-service benefits. The
accounting policy for other long-term employee benefits is
equal to that for post-employment benefits, with the exception that
actuarial gains and losses are recognized immediately in the
income statement.
Short-term employee benefits are employee benefits (other than
termination benefits) which fall due wholly within twelve months
after the end of the period in which the employees render the
related service.

Financial Report
Notes to the consolidated financial statements

1.21 Provisions
Provisions are recognized as per the requirements of IAS 37, Provisions, Contingent Liabilities and Contingent Assets.

1.22 Research and development


Development expenses are capitalized to the extent that the recognition criteria set up by IAS 38, Intangible Assets, are met.
Considering the uncertainties inherent to the development of new
key products, Clariant does not capitalize the associated development costs. Experience has proven, that the structure of research
and development in the industries that Clariant engages in,
makes it difficult to demonstrate how single intangible assets will
generate probable future economic benefits.
Laboratory buildings and equipment included in property, plant
and equipment are depreciated over their estimated useful lives.

1.23 Segment reporting


Segment information is presented in the same manner as in the
internal reporting on behalf of the chief operating decision maker. The
chief operating decision maker, responsible for strategic decisions,
for the assessment of the segments performance and for the allocation of resources to the segments, is the Executive Committee.
As of 1 January 2014, Clariant divested the Detergents & Intermediates business to International Chemical Investors Group (ICIG).
As of 30 April 2014, Clariant divested the Leather Services business to the Dutch group Stahl.
As of 30 September 2013, Clariant divested the Business Units
Textile Chemicals, Paper Specialties and Emulsions to SK Capital.
For these reasons, since end of 2012, all these business units are
reported as discontinued operations in the financial report.
On 29 October 2014, Clariant signed an agreement to divest the
Energy Storage activities (part of the segment Catalysis & Energy)
to Johnson Matthey. The assets and liabilities pertaining to that
activity were reclassified to held for sale during the 4th quarter of
the year.

Clariant annual report 2014

Clariant has seven Business Units (BU) for external reporting


purposes, grouped into four Business Areas (BA) (reportable segments), in accordance with IFRS 8, Operating Segments:
Care Chemicals (BU ICS)
Catalysis & Energy (BU Catalysts, Energy Storage activities
intended to be sold in 2015)
Natural Resources (BU Oil & Mining Services, BU Functional
Minerals)
Plastics & Coatings (BU Additives, BU Masterbatches,
BU Pigments)
These four business areas have full responsibility for their operating results. The business areas can be described as follows:
The Business Area Care Chemicals comprises the Industrial &
Consumer Specialties (ICS) BU, food additives as well as the future
Industrial Biotechnology business. It demonstrates a clear focus
on highly attractive, high-margin, and low-cyclicality segments.
The BA follows a lifestyle-driven megatrend and strengthens Clariants
image of being a supplier of green and sustainable products.
The Business Area Catalysis & Energy develops, manufactures,
and sells a wide range of catalyst products for the chemical, fuel
and automotive industries and produces materials for electric
vehicles and energy storage systems. The BA is the smallest within
Clariant but is highly profitable with low cyclicality. These Energy
storage activities related activities will be divested in 2015.
The Business Area Natural Resources comprising BUs Oil & Mining Services and Functional Minerals, is characterized by high
growth and low cyclicality as well as strong megatrend orientation.
Main drivers are the rising demand for high-value added specialty
chemicals used in the oil, mining, food and packaging industries,
and increased consumption of oil, gas and base metals, driven by the
fast-growing economies.
The Business Area Plastics & Coatings comprises the BUs Additives,
Pigments and Masterbatches. The BA has a large exposure to
Europe and, as such, is subject to lower growth and to economic
cycles. Main drivers are the increasing use of plastics with
tailor-made properties in applications such as mobile phones, cars,
construction, as well as the rising consumption of plastics in line
with increasing wealth.

157

Corporate: Income and expenses relating to Corporate include the


costs of the Corporate headquarters and those of corporate coor
dination functions in major countries. In addition, Corporate includes
certain items of income and expenses, which are not directly
attributable to specific business areas.

1.24 Share capital and other reserves

The Groups business areas are segments offering different products. These segments are managed separately because they manufacture, distribute and sell distinct products, which require differing technologies and marketing strategies. These products are also
subject to risks and returns that are different from those of other
segments.

Written put options, where Clariant Ltd shares are the underlying,
are reported as obligations to purchase Clariant Ltd shares if
the number of shares is fixed and physical settlement for a fixed
amount of cash is required, in case the option is exercised. At
inception the obligation is recorded at the present value of the
settlement amount of the option. A corresponding effect is recognized in shareholders equity and reported as equity classified as an
obligation to purchase Clariant Ltd shares.

Segment revenue is revenue reported in the Groups income statement directly attributable to a segment and the relevant portion
of the company income that can be allocated on a reasonable basis
to a segment, whether from sales to external customers or from
transactions with other segments.
Segment expense is an expense resulting from the operating activities of a segment directly attributable to the segment and the
relevant portion of an expense that can be allocated on a reasonable
basis, including expenses relating to sales to external customers
and expenses relating to transactions with other segments.
Inter-segment transactions are entered into under the normal
circumstances and terms and conditions that would also be available
to unrelated third parties.
The segment net assets consist primarily of property, plant and
equipment, intangible assets, inventories and receivables less segment liabilities. Usually, no allocation of Corporate items is made
to the segments. Corporate assets and liabilities principally consist
of net liquidity (cash, cash equivalents and other current financial
assets less financial debts) and deferred and current taxes.
The Executive Committee assesses the performance of the operating segments based on income statement parameters like thirdparty sales, EBITDA, and operating result. Interest income, interest
expense and taxes are not allocated to the segments. The return on
the capital invested in each segment is measured by the Return
on Invested Capital (ROIC).

158

All issued shares are ordinary shares and as such are classified as
equity. Incremental costs, directly attributable to the issue of new
shares or options, are shown in equity as a deduction, net of tax,
from the proceeds.

The liability is measured subsequently at amortized costs using the


effective interest method. Upon settlement of such written put
options, the liability is extinguished and the charge to equity is reclassified to the treasury shares.
Clariant Ltd shares, subject to such put options, are not considered
to be outstanding for the purpose of basic earnings per share
calculations, but are considered for the dilutive earnings per share
calculations to the extent that they are dilutive.
Other reserves comprise the following items:
Share premium: The share premium comprises the excess price
paid over the par value of the share at the time of issuance
of the share capital.
Cumulative translation reserves: The translation reserves
comprise the foreign exchange differences arising on the translation of the financial statements of the foreign subsidiaries
stated in a currency other than the Groups functional currency.
In addition, the cumulative translation reserves comprise
the foreign exchange differences arising on the translation of
financial liabilities denominated in a currency other than the
functional currency of the parent company Clariant Ltd, which
are at the same time designated as a hedge of a net investment
in a foreign entity.

Financial Report
Notes to the consolidated financial statements

1.25 Treasury shares


Treasury shares are deducted from equity at their par value of
CHF 3.70 per share. Differences between this amount and the amount
paid for acquiring, or received for disposing of treasury shares are
recorded in retained earnings.

1.26 Financial debt


Financial debt is recognized based on the requirements of IAS 39,
Financial Instruments: Recognition and Measurement.

2. Enterprise Risk Management Identification,


Assessment and Management
Under the Group Risk Management Policy, based on the risk management standard of the Institute of Risk Managers, a tool is used
to prepare risk assessments every year with quarterly updates
by Business Units, Business Services and Regions assessing threats
and opportunities that will impact the objectives set for Clariant
overall. These objectives are a result of the overall strategy of the
company as set by the Board of Directors (BoD) and implemented by
the Executive Committee (EC).

1.27 Financial assets


Financial assets are classified, recognized, measured and, if necessary, impaired based on the requirements of IAS 39, Financial
Instruments: Recognition and Measurement. Purchases and sales of
financial assets are recognized on settlement date, which is the date
on which the Group receives or delivers the asset.

1.28 Business combinations


The Group applies the acquisition method to account for business
combinations in accordance with IFRS 3, Business Combinations,
and recognises any non-controlling interest in the acquiree at fair
value (full goodwill method). Acquisition-related costs are
expensed as incurred.

The Investment Sub-Committee of the Executive Committee


is responsible for monitoring the risk management assessments for
relevance and consistency.
Objective setting is finalized during the last quarter of the year.
These objectives together with the threats and opportunities to them
are subject to scrutiny by the Executive Committee (EC) during
meetings with each Business Unit (BU). Also reviewed and discussed
are the measures proposed to maximize opportunities and reduce
or contain threats.
The Group and the regions are also required to make risk assessments on the same criteria. All BUs, functions and business services
are required to report significant changes to existing identified
risks and new threats and opportunities as they arise.
Risk Registers are maintained using financial, operational, reputational and likelihood assessments to score and rank all identified
risks. The assessment also addresses the measures in place to manage the risk identified with dates for completion of the measures.
Effectiveness of the measures is also assessed.
Threats and opportunities have been identified, quantified and
delegated to responsible named individuals who are required to
deliver effective risk management. The nature of the risk classification requires different skills to be applied to risk management.
The assessments are shared between the different BUs, services and
individuals and subject to reassessment on a quarterly basis.

Clariant annual report 2014

159

Consolidated risk assessment is presented to the Audit Committee


and the Board of Directors. There is a process for accelerated
reporting of new or changed risks. Summaries of BUs, Regions and
Services risk assessments are shared within Clariant to deliver
the Group summary to all key senior managers.
To support functional responsibility, certain functions have access
to risk assessments to support them in their roles. Examples are
Environmental Safety & Health Affairs (ESHA) to identify key sites
for their property risk survey programme, internal audit and
Group procurement.
The consolidated risk assessment is benchmarked against published
surveys dealing with risk management. Surveys that are industry
specific, business-wide and with broad economic coverage are also
included in the benchmarking process.
Examples of identified risks included in the Risk Register:

2.1 Regulation & Compliance:


Environmental and product risks
Clariant is subject to many rules and regulations as well as compliance standards. These include chemical industry, country, government and customer requirements as well as the European Unions
(EU) Regulations on Registration, Evaluation, Authorization and
Restriction of Chemical substances (REACH). Group Responsible
Care is responsible for the management of this risk. Certain specific
tasks are delegated to HR, Legal, ESHA and Logistics functions.

2.2 Site and location


This includes sites, plant and equipment that are important for the
production of Clariant products for sale to customers. Also addressed are country and culture issues that could create threats and
opportunities to business objectives. The objective is to maintain
high-quality production facilities in key locations. Risk management
is delegated to ESHA and Regional Services.

2.3 Competitor activity


A number of identified risks include evaluating the merger and acquisition activity that could affect the nature and extent of competition. Clariant is a leading participant in its industrial sectors and each
sector is monitored to identify changes and consider and plan to
deal with the consequences of changes to customers and competitors.

160

3. Financial risk management


3.1 Financial risk factors
The Groups activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and
price risk), credit risk, liquidity risk, counterparty risk, (re-)financing and funding risk, and also settlement risk. The Groups overall
risk management program focuses on the unpredictability of financial markets and seeks to reduce potential adverse effects on the
Groups financial performance at reasonable hedging costs. The
Group uses derivative financial instruments, non-derivative
financial instruments and operating strategies to hedge certain
risks.
Financial risk management is carried out by the central treasury
department (Corporate Treasury) under policies approved by the
Executive Committee and the Board of Directors. Corporate
Treasury identifies, evaluates and hedges financial risks in close
cooperation with the Groups operating units and functions.
Written principles for the management of overall foreign exchange
risk, credit risk, for the use of derivative financial instruments,
non-derivative financial instruments and investing excess liquidity
(counterparty risk) are in place.
Market risk
Foreign exchange risk
Exposure to foreign exchange risk: The Group operates internationally and is exposed to foreign exchange risks arising from
various currency exposures, primarily with respect to the euro
and the US-dollar and to some extent the currencies of emerging
countries. Foreign exchange risks arise from future commercial
transactions, recognized assets and liabilities and net investments in foreign operations, when they are denominated in a currency that is not the respective subsidiarys functional currency.
Foreign exchange risk management: To manage the foreign
exchange risk arising from future commercial transactions and
recognized assets and liabilities, entities in the Group use spot
transactions, FX forward contracts, FX options and FX swaps
according to the Groups foreign exchange risk policy. Corporate
Treasury is responsible, in close co-ordination with the Groups
operating units, for managing the net position in each foreign
currency and for putting in place the appropriate hedging actions.

Financial Report
Notes to the consolidated financial statements

The Groups foreign exchange risk management policy is to selectively hedge net transaction exposures in major foreign currencies.
Currency exposures arising from the net assets of the Groups
foreign operations are managed primarily through borrowings
denominated in the relevant foreign currency.
Detailed information regarding foreign exchange management is
provided in note 28.
Foreign exchange risk sensitivity: The estimated percentage
change of the following foreign exchange rates used in this calculation is based on the foreign exchange rate volatility for a term
of 360 days in the future observed at 31 December 2014.
At 31 December 2014, if the euro had strengthened/weakened
by 4% (2013: 5%) against the Swiss franc with all other variables
held constant, pre-tax profit for the year would have been
CHF 11 million higher/lower (2013: CHF 16 million), mainly as a
result of foreign exchange gains/losses on translation of the
euro-denominated financing, cash and cash equivalents, intragroup financing and trade receivables from third parties.
Equity would have been CHF 32 million lower/higher (2013:
CHF 54 million), arising mainly from foreign exchange gains/
losses on translation of the euro-denominated hedging instruments.
At 31 December 2014, if the US-dollar had strengthened/weakened by 7% (2013: 8%) against the Swiss franc with all other
variables held constant, pre-tax profit for the year would have been
CHF 9 million higher/lower (2013: CHF 12 million) mainly as
a result of foreign exchange gains/losses on translation of USdollar denominated cash and cash equivalents and trade receivables.
Interest rate risk
Exposure to interest rate risk: Financial debt issued at variable
rates and cash and cash equivalents expose the Group to cashflow interest rate risk; the net exposure as per 31 December
2014 was not significant. Financial debt issued at fixed rates does
not expose the Group to fair value interest rate risk because it
is recorded at amortized costs. At the end of 2014, 100% of the
net financial debt was at fixed rates (2013: 100%).

Clariant annual report 2014

Interest rate risk management: It is the Groups policy to manage the costs of interest using fixed and variable rate debt and
interest-related derivatives. Corporate Treasury monitors the net
debt fix-to-float mix on an ongoing basis.
Interest rate risk sensitivity: To calculate the impact of a
potential interest rate shift on profit and loss, a weighted average
interest rate change was determined, based on the terms of the
financial debt issued at variable rates, fix term deposits and
the movements of the corresponding interest rates (interest rates
comparison between the end of 2014 and end of 2013).
At 31 December 2014, if the euro interest rates on net current financial debt issued at variable interest rates had been 77 basis points
higher/lower with all other variables held constant, pre-tax profit
for the year would have been CHF 0.1 million lower/higher
(2013: CHF 0.3 million for a euro interest rate shift of 6 basis
points).
Other price risk
With regard to the financial statements as per 31 December 2014
and 2013, the Group was not exposed to other price risks in the sense
of IFRS 7, Financial Instruments: Disclosures.
Credit risk
Exposures to credit risk: Credit risk arises from deposits of
cash and cash equivalents, from entering into derivative financial
instruments and from deposits with banks and financial institutions, as well as from credit exposures to wholesale and retail
customers, including outstanding receivables and committed transactions with suppliers. Customer credit risk exposure is triggered
by customer default risk and country risk. As per 31 December 2014,
the Group had a diversified portfolio with more than 44000
active credit accounts (2013: 56000), with no significant concentration neither due to size of customers nor due to country risk.
Credit risk management: The Group has a Group credit risk
policy in place to ensure that sales are made to customers only
after an appropriate credit risk rating and credit line allocation
process. Procedures are standardized within a corporate customer
credit risk policy and supported by the IT system with respective
credit management tools. Credit lines are partially backed by credit
risk insurance.

161

Ageing balance of trade receivables


continuing operations

31.12.2014

31.12.2013

Not due yet

90%

87%

Total overdue

10%

13%

less than 30 days

9%

11%

more than 30 days

1%

2%

Net trade receivables per Group


internal risk category continuing
operations

31.12.2014

31.12.2013

A low credit risk

28%

24%

B low to medium credit risk

33%

35%

C medium to above-average risk

29%

29%

D high credit risk

9%

10%

N customers awaiting rating

1%

2%

Financial instruments contain an element of risk that the counter


party may be unable to either issue securities or to fulfill the
settlement terms of a contract. Clariant thereforewhenever pos
sibleonly cooperates with counterparties or issuers that are at
least A-- rated when it comes to enter into deposits with such
counterparties. The cumulative exposure to these counterparties is
constantly monitored by Corporate Treasury, therefore there is no
expectation of a material loss due to counterparty risk in the future.
The Group maintains a large cash pooling structure with a leading
European bank, over which most European subsidiaries execute
their cash transactions denominated in euro. As a result of this cash
pool the Group at certain times has substantial current financial
assets and at other times substantial current financial liabilities.
In view of the bank being rated A+ (2013: A+) by the most
important rating agencies, Clariant does not consider this to pose
any particular counterparty risk.
At the balance sheet date 72% (2013: 72%) of the total cash and
cash equivalents and near cash assets were held with six banks,
each with a position between CHF 58 and 214 million (2013:
between CHF 45 and 235 million). All of these banks are rated A
(2013: A-) and better.
The table below shows in percent of total cash and cash equivalents the
share deposited with each of the three major counterparties at the
balance sheet date (excluding the bank managing the euro cash pool):

162

Counterparty

Rating

Bank A

31.12.2014
20%

Bank B

A+

8%

Bank C

8%

Counterparty

Rating

Bank 1

A+

20%

Bank 2

A-

9%

Bank 3

A+

7%

31.12.2013

Liquidity risk
Liquidity risk management: Cash flow forecasting is performed
in the subsidiaries of the Group and in aggregate by Corporate
Treasury. Corporate Treasury monitors the forecasts of the
Groups liquidity requirements to ensure it has sufficient cash to
meet its operational needs while maintaining sufficient headroom on its undrawn borrowing facilities. At all times the Group
aims to meet the requirements set by the covenants of any of
its borrowing facilities. Corporate Management therefore takes
into consideration the Groups debt financing plans and financing options. At the balance sheet date, there are no covenants.
Cash which is not needed in the operating activities of the Group
is invested in short-term money market deposits or marketable
securities, if an interest advantage compared with the normal bank
account interest is applicable. At 31 December 2014, the Group
held money market funds of CHF 457 million (2013: CHF 355 million), thereof money market funds of CHF 180 million with an initial
tenor of more than 90 days (2013: CHF 147 million).
The following table analyzes the maturity profile of the Groups
financial liabilities. The amounts disclosed are the contractual
undiscounted cash flows and do therefore not reconcile with the
financial liabilities presented in the consolidated balance sheet.

Financial Report
Notes to the consolidated financial statements

At 31 December 2014
CHF m
Borrowings

3.2 Fair value measurement

Less than
1 year

Between
1 and 2
years

Between
2 and 5
years

Over
5 years
347

IFRS 13, Fair Value Measurement, requires the disclosure of fair value
measurements for financial instruments that are measured at fair
value in the balance sheet in accordance with the fair value measurement hierarchy.

429

165

1249

Interest on borrowings

75

69

107

36

Finance lease liabilities

22

1147

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Less than
1 year

Between
1 and 2
years

Between
2 and 5
years

Over
5 years
470

Level 2: Inputs other than quoted prices included within level 1


that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices).

Trade and other


payables
Derivative financial
instruments
At 31 December 2013
CHF m

585

218

1142

Interest on borrowings

Borrowings

80

71

143

22

Finance lease liabilities

23

1227

10

Trade and other


payables
Derivative financial
instruments

The Group covers its liabilities out of operating cash flow generated, liquidity reserves in form of cash and cash equivalents including
money market deposits (31 December 2014: CHF 928 million
vs. 31 December 2013: CHF 917 million), uncommitted open cash pool
limits and bank credit lines of Corporate Treasury (31 December
2014: CHF 187 million vs. 31 December 2013: CHF 166 million), additional uncommitted net working capital facilities and through issuance of capital market instruments.

The fair value hierarchies are defined as follows:

Level 3: Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs).
As per 31 December 2014, all derivative financial instruments held
are classified as Level 2.
Valuation methods
As per 31 December 2014, the open derivative financial instruments
held were valued using the following valuation methods:
Forward exchange rate contracts: The valuation of forward
exchange rate contracts are based on the discounted cash flow
model, using observable inputs as interest curves and spot rates.
Exchange rate Options: FX Options are valued based on a BlackScholes model, using major observable inputs as volatility and exercise prices.
The financial instruments measured at fair value through
profit or loss relate to derivatives of level 2 only for 2014 and 2013
(see note 28). There were no transfers between the levels.

Clariant annual report 2014

163

3.3 Capital risk management

4. Critical accounting estimates and judgments

The Groups objectives when managing capital are to safeguard the


Groups ability to continue as a going concern in order to provide
returns for the shareholders and benefits for other stakeholders and
to maintain a capital structure suitable to optimize the cost of
capital. This includes aspects of the credit rating.

Estimates and judgments are continually evaluated and are based


on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.

In order to maintain or adjust the capital structure, the Group may


adjust the amount of pay-outs to the shareholders, return capital to
the shareholders, issue new shares, or sell assets to reduce debt.
The Group monitors capital on the basis of invested capital as part
of the return on invested capital concept. Invested capital is calculated as the sum of total equity as reported in the consolidated
balance sheet plus current and non-current financial liabilities as
reported in the consolidated balance sheet plus estimated liabilities
from operating leases, plus estimated cash needed for operating
purposes, less cash and cash equivalents and near-cash assets not
needed for operating purposes.
Invested capital for the Group was as follows on 31 December 2014
and 2013 respectively:
CHF m

2014

2013

Total equity

2733

2780

Total current and non-current


financial liabilities

2191

2419

412

417

928

917

Estimated operating lease liabilities


Less cash and cash equivalents and near
cash assets*
Cash needed for operating purposes
Invested capital

122

122

4530

4821

**Near-cash assets represent deposits over 90 days.

At the end of 2014, Clariant considers the invested capital to be


adequate.

164

The Group makes estimates and takes assumptions concerning the


future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assump
tions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next
financial year are discussed below.

4.1 Estimated impairment of goodwill and property,


plant and equipment
The Group tests annually whether goodwill has suffered any impairment in accordance with the requirements of IAS 36, Impairment of Assets. The recoverable amounts of all cash generating units
have been determined based on value-in-use calculations.
The recoverable value of property, plant and equipment is also
assessed applying value-in-use calculations. These calculations require
the use of estimates, in particular in relation to the expected
growth of sales, the discount rates, the development of raw material
prices and the success of restructuring measures implemented
(see notes 5 and 6).

4.2 Environmental liabilities


The Group is exposed to environmental regulations in numerous
jurisdictions. Significant judgment is required in determining
the worldwide provision for environmental remediation. The Group
constantly monitors its sites to ensure compliance with legislative
requirements and to assess the liability arising from the need to
adapt to changing legal demands. The Group recognizes liabilities
for environmental remediation based on the latest assessment
of the environmental situation of the individual sites and the most
recent requirements of the respective legislation. Where the
final remediation results in expenses that differ from the amounts
previously recorded, such differences impact the income statement
in the period in which such determination is made (see notes 18
and 32).

Financial Report
Notes to the consolidated financial statements

4.3 Taxes
The Group is subject to income and other taxes in numerous jurisdictions. Significant judgment is required in determining the
worldwide provision for income and other taxes. There are many
transactions and calculations for which the ultimate tax determination is uncertain at the time a liability must be recorded. The
Group recognizes liabilities for anticipated tax audit issues based
on estimates of whether additional taxes will be due. Where the
final tax outcome of these matters is different from the amounts
initially recorded, such differences impact the income tax and
deferred tax provisions in the period in which such determination
is made.
Some subsidiaries generate tax losses. Often these can be used to
offset taxable gains of subsequent periods. The Group constantly
monitors the development of such tax loss situations. Based on the
business plans for the subsidiaries concerned, the recoverability
of such tax losses is determined. In the case that a tax loss is
deemed to be recoverable, the capitalization of a deferred tax asset
for such a tax loss is then decided. The time horizon for such a calculation is in line with the mid-term planning scope of the Group.

4.5 Assets held for sale and liabilities directly


associated with assets held for sale
In the wake of the decision to divest several of its Business Units,
Clariant reclassified the assets and liabilities pertaining to those
activities to held for sale in accordance with IFRS 5, Non-current
Assets Held for Sale and Discontinued Operations (see notes 1.12
and 22). In distinguishing between the assets and liabilities
pertaining to continuing operations and those pertaining to discontinued operations judgment had to be applied, as a part of those
assets and liabilities are used by both types of activities.
All assets and liabilities exclusively pertaining to one Business
Unit are allocated to that Business Unit. In all other cases a critical
assessment is conducted as to whether it could be reasonably
expected that the asset or liability concerned would be transferred
in a disposal. The signed contracts are used as a basis. The
allocations made may have to be adjusted when the disposals are
actually consummated.
Judgments and estimates are also applied for valuation assumptions.

4.4 Estimates for the accounting for employee benefits


IAS 19 (revised), Employee Benefits, requires that certain assumptions are made in order to determine the amount to be recorded for
retirement benefit obligations and pension plan assets, in particular
for defined benefit plans. These are mainly actuarial assumptions
such as expected future salary increases, long-term increase in
health care costs, employee turnover and discount rates. Substantial changes in the assumed development of any of these variables
may significantly change the Groups retirement benefit obligation
and pension assets (see note 17).

Clariant annual report 2014

165

5. Property, plant and equipment

in CHF m

Land

Buildings

Machinery
and
equipment

Furniture,
vehicles,
computer
hardware

Assets
under
construction Total 2014

Cost
455

1902

2917

349

76

5699

Additions

As per 1 January

21

62

25

202

310

Acquired in business combinations (see note 24)

14

Reclassifications

37

79

16

132

Reclassified to held for sale (see notes 22, 23)


Disposals
Exchange rate differences
At 31 December

26

54

84

22

72

31

125

19

67

11

16

109

452

1936

3005

369

161

5923
3658

Accumulated depreciation and impairment


125

1259

1986

273

15

Reclassified to held for sale (see notes 22, 23)

As per 1 January

20

28

Disposals

22

54

29

105

49

138

34

221

Depreciation
Impairment (see note 25)
Exchange rate differences
At 31 December
Net book value

166

10

56

69

125

1292

2107

282

13

3819

327

644

898

87

148

2104

Financial Report
Notes to the consolidated financial statements

in CHF m

Land

Buildings

Machinery
and
equipment

Furniture,
vehicles,
computer
hardware

Assets
under
construction Total 2013

Cost
458

1772

2950

355

113

Additions

As per 1 January

51

66

23

152

292

Change in the scope of consolidation

18

Acquired in business combinations (see note 24)

Reclassifications

137

30

10

180

Reclassified to held for sale (see note 22)

11

18

Disposals
Exchange rate differences
At 31 December

5648

84

16

100

46

32

22

112

455

1902

2917

349

76

5699
3545

Accumulated depreciation and impairment


125

1157

1987

261

15

Change in the scope of consolidation

As per 1 January

Reclassifications

70

70

Disposals

57

14

72

Depreciation

49

139

32

220

Impairment (see note 25)

10

18

Reversal of impairment

22

19

45

125

1259

1986

273

15

3658

330

643

931

76

61

2041

Exchange rate differences


At 31 December
Net book value

Impairment recognized in 2014 and 2013 arose as a result of


restructuring measures, entailing site closures and disposal projects.
As at 31 December 2014, commitments for the purchase of property,
plant and equipment concerned various projects mainly in Germany, the United States and in China, and totalled CHF 83 million
(2013: CHF 32 million).
As per 31 December 2014, property, plant and equipment acquired
by way of finance lease, with costs of CHF 31 million (2013: CHF 31
million) and a net book value of CHF 15 million (2013: CHF 15
million) were recorded.

Clariant annual report 2014

In a number of cases Clariant companies act as lessors in operating


lease arrangements. This concerns exclusively land and buildings,
mainly in Germany and Switzerland. The net book value of land and
buildings subject to such arrangements amounted to CHF 182
million on 31 December 2014 (2013: CHF 192 million). Leasing income
in the reporting period amounted to CHF 14 million (2013: CHF 18
million). Expected minimum lease income varies between CHF 10
million and CHF 14 million (2013: CHF 16 million and CHF 17 million)
per annum for the next five years and amounts to CHF 129 million
in total for later periods (2013: CHF 65 million).

167

6. Intangible assets

in CHF m

Goodwill

Technology

Customer
relationships

1330

179

178

69

296

Trade
names

Other Total 2014

Cost
As per 1 January
Additions
Acquired in business combinations (see note 24)
Disposals

2052

13

13

10

21
60

60

Reclassifications

Exchange rate differences

1324

187

187

74

259

2031

208

50

43

22

180

503

59

59

At 31 December
Accumulated amortization and impairment
As per 1 January
Disposals
Amortization

17

29

61

Impairment (see note 25)

20

28

11

At 31 December

Exchange rate differences

210

86

51

38

159

544

Net book value

1114

101

136

36

100

1487

Goodwill

Technology

Customer
relationships

Trade
names

1305

173

184

81

272

27

27

14

14

37

in CHF m

Other Total 2013

Cost
As per 1 January
Additions
Acquired in business combinations (see note 24)

2015

Disposals

Reclassified to held for sale (see note 22)

19

12

33

Exchange rate differences


At 31 December

11

1330

179

178

69

296

2052

431

Accumulated amortization and impairment


209

31

17

16

158

Disposals

As per 1 January

Reclassified to held for sale (see note 22)

Amortization

20

10

25

64

Impairment (see note 25)

23

23

Exchange rate differences

At 31 December

208

50

43

22

180

503

Net book value

1122

129

135

47

116

1549

168

Financial Report
Notes to the consolidated financial statements

Amortization is allocated to the line in the income statement, which


represents the function to which the intangible asset pertains.

regulation and CHF 15 million (2013: CHF 25 million) of capitalized internally generated intangibles.

Impairment recognized in 2014 and 2013 arose as a result of the disposal project.

Impairment test for goodwill. Goodwill is allocated to the


Groups cash generating units (CGU). Cash generating units consist
of Business Units which are for external reporting purposes
reported under the corresponding business areas (reportable segments, see note 1.23).

As per end of 2014, before reclassification to held for sale, other


intangible assets include costs in the amount of CHF 46 million (2013:
CHF 49 million) capitalized in connection with the REACH

Goodwill is allocated to the following CGUs:


31.12.2014

in CHF m
Industrial & Consumer Specialties
Masterbatches
Pigments

31.12.2013

43

34

185

177

25

33

Functional Minerals

158

161

Catalysis1

685

699

Oil & Mining Services


Leather Services
Total net book value of goodwill

18

18

141

1114

1263

141

1114

1122

Reclassified to held for sale:


Leather Services
Total as reported in the balance sheet
The Energy Storage business intended to be disposed of in 2015 was part of the Catalysis CGU in 2013. No goodwill was allocated to this business.

Continuing operations
The recoverable amount for all CGUs is determined based on their
value in use. The value-in-use calculations use cash flow projections based on financial budgets approved by the Board of Directors
covering a five-year period. Beyond this five-year period growth in
accordance with market growth is assumed. The main assumptions
used for cash flow projections were EBITDA in percent of sales
and sales growth. The assumptions regarding these two variables are
based on Managements past experience and future expectations
of business performance. The pre-tax discount rates used are based
on the Groups weighted average cost of capital. The assumed
pre-tax discount rate was 12.01% for all cash generating units
(2013: 11.78%).

The estimated recoverable amount of the CGU Functional Minerals


exceeds its carrying amount including goodwill by CHF 276 million. The recoverable amount would be equal to the carrying amount
if the assumed average annual sales growth rate during the planning period was reduced by 1.0%, or alternatively, if the operating
margin was reduced by 1.9% of sales.

Discontinued operations
The goodwill pertaining to the Leather Services CGU, reclassified
to held for sale since end of 2012, was disposed of when the sale
of the Leather Business was closed, at the end of April 2014. For further details on discontinued operations and assets held for sale,
see note 22.

For all CGUs it was assumed that they achieve sales growth in
line with or higher than market growth based on the specific strategic plans for those CGUs. It was also assumed that the EBITDA
in percent of sales will improve over present performance as a result
of the restructuring measures implemented. It was also determined that the net present value of their expected cash flows exceeds
the carrying amount of the net assets allocated on a value in
use basis.

Clariant annual report 2014

169

7. Investments in associates and joint ventures


in CHF m
As per 1 January
Change in the scope of consolidation

2014

2013

608

572

Additions

187

Impairment (see note 25)

84

Disposals

74

Share of profit1

75

64

Share of other comprehensive income of associates and joint ventures

11
30

Dividends received

50

Exchange rate differences

12

At 31 December

635

608

Thereof joint ventures

190

346

Thereof CHF 1 million reported under discontinued operations in 2013.

The key financial data of the Groups principal associates is as follows:


Investments in associates:

in CHF m

Country of
incorporation

Total
Assets

Total
Liabilities

Revenue

Net
income/ Dividends
loss
received

Book
Value

Interest
held %

2014
Associates:
Stahl Group
Infraserv GmbH & Co. Hchst KG

Netherlands

724

518

436

11

187

23

Germany

1136

776

1247

102

23

123

32

Infraserv GmbH & Co. Gendorf KG

Germany

230

131

269

20

50

50

Infraserv GmbH & Co. Knapsack KG

Germany

163

69

203

15

19

21

Others
Total

376

255

304

66

2629

1749

2459

147

40

445

2013
Associates:
Infraserv GmbH & Co. Hchst KG

Germany

1250

884

1174

52

119

32

Infraserv GmbH & Co. Gendorf KG

Germany

220

119

286

18

50

50

Infraserv GmbH & Co. Knapsack KG

Germany

21

Others
Total

On 30 April 2014, Clariant sold its Leather Service Business to the


Netherlands-based Stahl group for a cash consideration of CHF 89
million and a 23% stake in the acquiring group. Stahl is a producer
of high-quality chemicals, dyes and coatings for leather and other applications and has about 1700 employees.
The Infraserv companies were set up by the former Hoechst group
to cater to the infrastructure needs of its subsidiaries in Germany
prior to 1997. The shareholdings in associates summarized under

170

161

66

214

15

19

338

202

278

74

1969

1271

1952

94

21

262

Others concern mainly companies specializing in selling


Clariant products.
On 31 December 2014, accumulated unrecognized losses amounted to CHF 14 million (2013: less than CHF 1 million).

Financial Report
Notes to the consolidated financial statements

The key financial data of the Groups principal joint ventures is as


follows:
Investments in joint ventures:

in CHF m

Country of
incorporation

Current
assets

NonNoncurrent Current
current
assets liabilities liabilities

Revenue

Net
income

Dividends
received

Book
Value

Interest
held %

2014
Joint ventures:
ASK Group
Scientific Design Company Inc.
Sd-Chemie India Pvt Ltd.

Germany

320

USA

87

32

19

19

93

11

108

50
50

India

140

13

63

94

21

82

227

45

82

21

507

38

10

190

Germany

195

289

108

117

592

14

159

50

USA

89

31

26

20

78

14

109

50

India

108

11

49

91

23

78

50

392

331

183

139

761

51

346

Total
2013
Joint ventures:
ASK Group
Scientific Design Company Inc.
Sd-Chemie India Pvt Ltd.
Total

Scientific Design Company Inc. is a producer of ethylene and


oxide catalysts headquartered in the United States and has around
140 employees. Co-owner is the Saudi Arabia-based Sabic Group.
Sd-Chemie India Pvt Ltd. is a producer of syngas, air purification
and refinery catalysts. It has around 400 employees and is headquartered in India. It is co-owned by private investors based in India.

Clariant annual report 2014

During 2014, Clariant sold its 50% participation in the ASK Group,
a German-based supplier of additives and supplies for the foundry
industry. Co-owner was the US-based Ashland group and acquirer
is the London and New York-based private equity investment firm
Rhne Group LLC (see note 23).

171

8. Financial assets

9. Taxes
2014

2013

in CHF m

2014

2013

As per 1 January

27

17

Current income taxes

161

39

Additions

17

10

Deferred income taxes

35

At 31 December

44

27

152

18

144

22

in CHF m

Financial assets include loans arising on disposals and a number of


small-scale participations in companies, mostly in Germany, engaged
in activities closely related to the ones of Clariant.
Loans are carried at amortized cost.
Financial assets are mostly denominated in euros and in Swiss
francs.

Total taxes
Thereof reported under discontinued
operations
Total continuing operations

The main elements contributing to the difference between the


Groups overall expected tax expense/rate and the effective tax
expense/rate are:
2014
in
CHF m

in %

2013
in
CHF m

379

345

Income before taxes from discontinued


operations

10

336

Income before taxes total

369

Expected tax expense/rate1

82

22.2

110

29.8

99 1100.0

50 555.6

Effect of taxes on
items not tax-deductible
Effect of utilization and changes
in recognition of tax losses and
tax credits

9
3

33.3

2.4

Effect of tax losses and tax credits


of the current year not recognized

13

3.5

Effect of adjustments to taxes


recognized in prior periods

16

4.3

59

16.0

0.3

22.2

152

41.2

44.4

80.0

18

5.4

144

38.0

22

6.4

Effect of tax exempt income and


preferential tax rates
Effect of other items
Effective tax expense/rate
Thereof reported under discontinued
operations
Effective tax expense/rate
continuing operations

Calculated based on the income before tax of each subsidiary (weighted average).

172

in %

Income before taxes from continuing


operations

17

188.9

16 177.8
51 566.7

Financial Report
Notes to the consolidated financial statements

The movement of the net deferred income tax balance is as follows:

PPE and
intangible
assets

Retirement
benefit
obligations

Tax losses
and
tax credits

Other
accruals
and
provisions

Total

Thereof
offset
within the
same
jurisdiction

40

178

150

118

486

178

308

Deferred tax liabilities at 1 January 2013

301

54

358

178

180

Net deferred tax balance at 1 January 2013

261

175

150

64

128

128

27

in CHF m
Deferred tax assets at 1 January 2013

22

Effect of disposals

Charged/credited to income from continuing operations

10

Total charged/credited to income statement

17

21

35

Charged/credited to other comprehensive income

32

32

Exchange rate differences

Net deferred tax balance at 31 December 2013


Deferred tax assets at 31 December 2013

Total

238

141

146

76

125

125

60

141

146

111

458

213

245

Deferred tax liabilities at 31 December 2013

298

35

333

213

120

At 1 January 2014

238

141

146

76

125

125

30

23

20

18

199

Charged/credited to income from continuing operations


Effect of disposals
Total charged/credited to income statement
Charged/credited to other comprehensive income
Exchange rate differences
Net deferred tax balance at 31 December 2014
Deferred tax assets at 31 December 2014

36

26

20

19

9
60

60

203

173

135

94

199

50

173

135

112

470

199

271

Deferred tax liabilities at 31 December 2014

253

18

271

199

72

Net deferred tax balance at 31 December 2014

203

173

135

94

199

199

Of the deferred tax assets capitalized on tax losses, CHF 86 million


refer to tax losses of the US subsidiaries (2013: CHF 82 million),
CHF 11 million to tax losses of the Italian subsidiaries (2013:
CHF 9 million), CHF 8 million to tax losses of the Swiss subsidiaries
(2013: CHF 21 million) and CHF 12 million to tax losses of the
Spanish subsidiaries (2013: CHF 14 million). Clariant considers it
is highly probable that these tax losses can be recovered.

The tax losses on which no deferred tax assets are recognized are
reviewed for recoverability at each balance sheet date. The largest
part of these tax losses arose in Switzerland (with a weighted average tax rate of 8.4%), in France (with a tax rate of 33.3%), in China
(with a tax rate of 25%) and in Luxemburg (with a tax rate of
29.2%). At present their recoverability is not considered probable.

Deferred income tax liabilities have not been established for withholding tax and other taxes that would be payable on the unremitted
earnings of certain foreign subsidiaries, as such amounts are
currently regarded as permanently reinvested. These unremitted
earnings totaled CHF 2470 million at the end of 2014 (2013:
CHF 2269 million).

Clariant annual report 2014

173

11. Trade receivables

Tax losses on which no deferred tax assets were recognized are


as follows:

in CHF m
in CHF m

31.12.2014

31.12.2013

Expiry by:

2014

2015

12

57

2016

13

169

2017

207

63

2018

25

after 2018 (2013: after 2017)

318

252

Total

575

546

31.12.2014

31.12.2013

13

11

CHF m
Unrecognized tax credits

Tax credits in the amount of about CHF 0.5 million expire between
2015 and 2018 (2013: Tax credits in the amount of about CHF 0.5
million expire between 2014 and 2017). The remaining tax credits
of CHF 12 million expire in and after 2019 (2013: The remaining
tax credits of CHF 11 million expire in and after 2018).
Temporary differences on which no deferred tax assets were recognized amount to CHF 41 million (2013: CHF 63 million).

31.12.2014

31.12.2013

Raw material, consumables,


work in progress

394

398

Finished products

544

524

Total

938

922

Reclassified to held for sale


(see notes 22, 23)
Total as reported in the balance sheet
in CHF m

76

930

846

2014

2013

Movements in write-downs
of inventories
As per 1 January

35

42

Additions

29

35

Reversals

25

34

Effect of disposals

At 31 December

35

35

Exchange rate differences

As at 31 December 2014 and 2013, no inventories were pledged as


collateral for liabilities.
The costs for raw materials and consumables recognized as an expense
and included in Costs of goods sold amounted to CHF 2649
million (2013: CHF 2637 million) for continuing operations.

174

Gross accounts receivable associates


and joint ventures

31.12.2014

31.12.2013

998

1033

22

Less: provision for doubtful accounts


receivable

31

27

Total trade receivables net

989

1015

110

985

905

Reclassified to held for sale


(see notes 22, 23)
Total as reported in the balance sheet

The following summarizes the movement in the provision for


doubtful accounts receivable:
2014

2013

As per 1 January

27

40

Charged to the income statement

in CHF m

21

16

Amounts used

12

Effect of disposals

Unused amounts reversed

10

Exchange rate differences

31

27

At 31 December
Thereof reclassified to held for sale

10. Inventories
in CHF m

Gross accounts receivable trade

Of the total provision for doubtful accounts receivable, the following


amounts concern trade receivables that were individually impaired:
in CHF m

31.12.2014

31.12.2013

Trade receivables aged up to six months

Trade receivables aged over six months

16

17

23

Total provision for impairment

There is no concentration of credit risk with respect to trade


receivables, as the Group has a large number of internationally
dispersed customers.
The Group recognizes the impairment of trade receivables in
Selling, general and administrative costs in the income statement.
The maximum credit risk on trade receivables is equal to their
fair value.
Collaterals are only required in rare cases (2014: CHF 2 million,
2013: CHF 2 million).

Financial Report
Notes to the consolidated financial statements

The carrying amounts of the Groups trade receivables are denominated in the following currencies:
31.12.2014

31.12.2013

CHF

EUR

343

420

USD

278

240

JPY

40

39

BRL

55

55

CNY

80

81

in CHF m

20

19

Other

INR

171

158

Total trade receivables net

989

1015

110

985

905

Reclassified to held for sale


(see notes 22, 23)
Total as reported in the balance sheet

As of 31 December 2014, Total trade receivables net include an


amount of CHF 166 million (2013: CHF 185 million) past due, but not
impaired. These relate to a number of customers for whom there
is no recent history of default.
The ageing analysis of these trade receivables is as follows:
31.12.2014

31.12.2013

Up to three months past due,


but not impaired

147

168

Three to six months past due,


but not impaired

12

13

166

185

in CHF m

More than six months past due,


but not impaired
Total

12. Other current assets


Other current assets include the following:
in CHF m
Other receivables
Current financial assets
Prepaid expenses and accrued income
Total
Reclassified to held for sale
(see notes 22, 23)
Total as reported in the balance sheet

31.12.2014

31.12.2013

266

363

68

74

54

49

388

486

385

482

Current financial assets are mainly made up of notes receivables


and short-term loans. These are classified as loans and receivables
and recognized at amortized cost in the balance sheet.
The book value of current financial assets, recognized at amortized
cost, equals their fair value.
The maximum exposure to credit risk of other current assets at the
reporting date is their fair value.
There was no impairment of current financial assets in 2014 and 2013.
Other receivables are denominated in the following currencies:
in CHF m

31.12.2014

31.12.2013

CHF

23

27

EUR

80

114
33

USD

26

JPY

12

16

BRL

20

32

CNY

10

27

INR

12

11

Other

83

103

Total

266

363

Thereof reclassified to held for sale

Current financial assets are denominated in the following currencies:


31.12.2014

31.12.2013

CHF

20

EUR

CNY

22

INR

1
39

in CHF m

USD

44

Other

Total

68

74

Other receivables include, among others, staff loans and advances,


VAT and sales tax receivables. In 2013, it also included receivables
in connection with the disposal activities of Clariant.
Other receivables are recognized at amortized cost in the balance
sheet.

Clariant annual report 2014

175

13. Near-cash assets


Near-cash assets include short term deposits with an original maturity between 90 and 365 days.
Near-cash assets are denominated in the following currencies:
in CHF m

31.12.2014

31.12.2013

CHF

86

31

USD

36

GBP

94

80

Total

180

147

31.12.2014

31.12.2013

Cash at bank and on hand

471

562

Short-term bank deposits

277

208

Total

748

770

31.12.2014

31.12.2013

CHF

191

204

EUR

141

217

USD

134

194

JPY

12

10

BRL

CNY

21

12

INR

160

39

Other

82

88

Total

748

770

176

The effective average annual interest rate on short-term bank


deposits in US-dollar was 0.22% (2013: 0.26%); these deposits have
an average maturity of 45 days (2013: 70 days).

There were no material short-term bank deposits denominated


in currencies other than the Swiss franc, the euro, the US-dollar and
the Indian rupee at the end of the reporting period.
The maximum exposure to credit risk on cash and cash equivalents
is equal to their book value.

Cash and cash equivalents are denominated in the following


currencies:
in CHF m

The effective average annual interest rate on short-term bank


deposits in euros was 0.22% (2013: 0.17%); these deposits have an
average maturity of 38 days (2013: 44 days).

At the end of 2014, the effective average interest rate on shortterm bank deposits in Indian rupee was 7.56%. These deposits
have an average maturity of 31 days.

14. Cash and cash equivalents


in CHF m

The effective average annual interest rate on short-term bank


deposits in Swiss franc was 0.15% (2013: 0.18%); these deposits
have an average maturity of 32 days (2013: 12 days).

Financial Report
Notes to the consolidated financial statements

15. Changes in share capital and treasury shares


Registered shares each with a par value of CHF 3.70 (2013: CHF 3.70)

Number of
shares
2014

Par value
2014
in CHF m

Number of
shares
2013

Par value
2013
in CHF m

Share capital as per 1 January

331939199

1228

295752254

1094

36186945

134

Share capital at 31 December

331939199

1228

331939199

1228

Treasury shares

12087920

45

13204851

49

Outstanding share capital at 31 December

319851279

1183

318734348

1179

Capital increase

Treasury shares (number of shares)


Holdings as per 1 January
Shares purchased at market value

2014

2013

13204851

16070280

1200000

1208444

2067500

1580456

507944

736475

1498429

12087920

13204851

Shares sold to counterparty out of options (management options 2008)


Shares sold at market value
Shares transferred to employees
Holdings at 31 December

All shares are duly authorized and fully paid in.

Shareholders

Voting rights

Group of former shareholders of Sd-Chemie AG1

Dividends are paid out as and when declared equally on all shares,
excluding treasury shares. The information concerning payments
per share to the shareholders are disclosed in the notes to the
financial statements of Clariant Ltd.
In accordance with article 5 of the companys Articles of Incorporation, no limitations exist with regard to the registration of shares
which are acquired in ones own name and on ones own account.
Special rules exist for nominees.
In accordance with article 13 of the companys Articles of Incorporation, each share has the right to one vote.

Thereof (as a separate sub-group): Blue Beteiligungsgesellschaft


mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany)
and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld,
82064 Grossdingharting (Germany)2

13.89%
3.73%

Cymbria, Canada
Edge Point Global Portfolio, Canada
Edge Point Canadian Growth and Income Portfolio, Canada
Edge Point Canadian Portfolio, Canada
Edge Point Global Growth and Income Portfolio, Canada
St. James Place Global Equity Unit Trust, UK

3.06%

APG Asset Management N.V., Amsterdam, Netherlands

3.01%

1 The following former shareholders of Sd-Chemie AG form a group:


Wilhelm, Dr. Winterstein, Germany

Konstantin Alfred Winterstein, Germany

Dolf, Dr. Stockhausen, Switzerland

Max-Theodor, Dr. Schweighart, Germany

Axel, Dr. Schweighart, Germany

Peter, Dr. Schweighart, Germany

Significant shareholdings of 3% or more


of total share capital

Rosemarie Schweighart, Germany

Moritz Ostenrieder, Germany

Dominique Kraus, Germany

Christian Ratjen, Germany

Karl, Dr. Wamsler, Germany

Bettina Wamsler, Germany

Based on the notifications received by Clariant and published by


SIX Exchange Regulation, as at 31 December 2014 the following
shareholders held more than 3% of voting rights in Clariant:

Irene W. Banning, USA

Pauline Joerger, USA

Susanne Wamsler-Singer, USA

Marianne Kunisch, Germany

Caroline A, Dr. Wamsler, USA

Maximilian Ratjen, Germany

Amelie Ratjen, Germany

Julius Ratjen, Germany

Christof Ratjen, Germany

Elisabeth Prinzessin zu Sayn-Wittgenstein, Germany

Christopher Weitnauer, Germany

Georg A. Weitnauer, Germany

Johanna Bechtle, Germany

Charlotte Bechtle, Germany

Kaspar Bechtle, Germany

Clara Redetzki, Germany

Luisa Redetzki, Germany

Marie Redetzki, Germany

Karl T. Banning, USA

Sophia P. Joerger, USA

Schuyler H. Joerger, USA


2 According to a disclosure notification published on 18 January 2013, a group consisting of Konstantin
Winterstein, 80333 Mnchen, Germany and Elisabeth Prinzessin zu Sayn-Wittgenstein,
80333 Mnchen, Germany holds 3.73% partially through Blue Beteiligungsgesellschaft mbH,
Grossdingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Grossdingharting
(Germany). The 3.73% held by this group are included in the 13.89% mentioned under footnote 1,
but build a separate sub-group.

Clariant annual report 2014

177

Disclosure notifications during the financial year 2014 notified to


the Stock Exchange Disclosure Office pursuant to Art. 20 of the
Stock Exchange Act as well as further information in relation to
disclosure notifications can be found on the SIX Swiss Exchange
reporting platform: www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_de.html
At 31 December 2014, former shareholders of Sd-Chemie Ltd, who
had exchanged their shares against Clariant shares in April 2011,
held a total of 13.89% of the share capital of Clariant. These shareholders were affiliated with each other for family or other reasons
(especially the Wamsler, Winterstein, Schweighart and Stockhausen
families). According to a disclosure notification to SIX Exchange
Regulation dated 21 October 2013, they were no longer considered a
single group; however, they formed a group again holding 13.3%
of Clariant shares, according to a disclosure notice to SIX Exchange
Regulation dated 11 February 2014, and increased their holding to
13.89% pursuant to a disclosure notice to SIX Exchange Regulation
dated 12 December 2014.
In addition, at 31 December 2013, the following shareholders held
a participation of 3% or more of the total share capital: Dr. Dolf
Stockhausen, Ennetbrgen (Switzerland) and Konstantin Winterstein, Mnchen (Germany) (Lock-up Group II), 4.11%; Blue Beteiligungsgesellschaft mbH, Grossdingharting (Germany) and Maple
Beteiligungsgesellschaft mbH, Grossdingharting (Germany), 3.73%;
Credit Suisse Funds AG, Zurich (Switzerland): 3.28%; UBS Funds
Management (Switzerland) AG, Basel (Switzerland): 3.09%.
At 31 December 2014, Clariant Ltd itself held 12087920 shares in
treasury, corresponding to 3.64% of the share capital.

Changes in share capital


On 24 March 2014, the Annual General Meeting of Clariant Ltd
approved a distribution from the confirmed capital contribution
reserves of CHF 0.36 per share, thus reducing the capital con
tribution reserves by CHF 115 million.
In 2013, as a consequence of the conversion of a 3% convertible
bond 20092014 of CHF 300 million, 36186945 registered shares
were issued representing a share capital increase of CHF 134
million and an increase in reserves of CHF 150 million.

178

Non-controlling interests
On 20 October 2014, Clariant sold its 40% stake in Clariant Masterbatches (Saudi Arabia) Ltd to Rowad National Plastic Co. Ltd. The
transaction reduced Clariants total stake in Clariant Masterbatches
(Saudi Arabia) Ltd from 93% to 53% but Clariant retains control
of the entity. The total net consideration of the sale amounts to
CHF 25 million.
In 2013, the Group increased its stake in Clariant Industrial Minerals (Korea) Co. Ltd (operating in South Korea) to 100%. The remaining non-controlling interests with a total carrying amount of
CHF 1 million were purchased for a total consideration of CHF 2 million. The excess consideration paid in excess of their carrying
amount was recognized directly in equity.
At 31 December 2014, non-controlling interests reported are
primarily made up of those of the three following companies. They
amount to more than 85% of the minority shares reported:
Clariant Huajin Catalysts (Panjin) Ltd, reported sales in the amount
of CHF 38 million in the reporting period and total assets in the
amount of CHF 47 million as per 31 December 2014. The noncontrolling interest of 40% of the shares outstanding is held by
Northern Huajin Chemical Industry Group Co. Ltd.
Clariant Chemicals (India) Ltd reported sales in the amount of
CHF 151 million in the reporting period and CHF 288 million of
total assets as per 31 December 2014. The non-controlling interest
of 36.6% of the shares outstanding is traded on the Bombay Stock
Exchange (BSE) in Mumbai.
Clariant Catalysts (Japan) K.K. reported sales in the amount of
CHF 146 million in the reporting period and CHF 122 million of
total assets as per 31 December 2014. The non-controlling interests
of 38.6% of the shares outstanding are held by Nissan Industries Ltd.

Financial Report
Notes to the consolidated financial statements

16. Non-current financial debts


in CHF m

Notional amount

Net amount
31.12.2014

Net amount
31.12.2013

20112014

242 EUR m

297

20122014

25 EUR m

30

2.750

20112015

200 CHF m

200

200

Interest rate
in %

Term

Certificate of indebtedness

mixed

Certificate of indebtedness

mixed

Straight bond
Certificate of indebtedness

mixed

20112016

123 EUR m

148

151

Straight bond

5.625

20122017

500 EUR m

599

610

Straight bond

3.125

20112017

100 CHF m

99

99

Straight bond

2.500

20122018

250 CHF m

249

249

Straight bond

3.250

20122019

285 CHF m

284

284

Straight bond

3.500

20122022

175 CHF m

174

174

Straight bond

2.125

20142024

160 CHF m

160

1913

2094

Liabilities to banks and other financial institutions

35

50

Obligations under finance leases

13

13

Subtotal

1961

2157

Less: current portion (see note 20)

200

327

Total

1761

1830

2015

217

2016

165

168

2017

710

721

2018

254

253

2019

285

Total straight bonds and certificates of indebtedness

Breakdown by maturity

after 2019 (2013:


after 2018)

347

471

1761

1830

CHF

967

1006

EUR

789

820

Others

1761

1830

1901

1742

148

478

Total
Breakdown by currency

Total
Fair value comparison (including current portion)
Straight bonds
Certificate of indebtedness
Others
Total

On 17 October 2014, Clariant launched a CHF 160 million domestic


bond for a term of ten years, with a coupon of 2.125% per annum
and an issue price of 101.053% for the first tranche of CHF 150 million and 101.412% for the second tranche of CHF 10 million.

Clariant annual report 2014

48

63

2097

2283

On 21 October 2014, the certificates of indebtedness issued in 2011


and 2012 with notional amounts of EUR 242 million and EUR 25
million respectively, reached maturity and were repaid.

179

Valuation. Non-current financial debt is recognized initially at


fair value, net of transaction costs incurred. Financial debt is
sub-sequently stated at amortized cost. There are no long-term financial liabilities valued at fair value through profit and loss.
Fair values of straight bonds are determined by quoted market prices
(level 1 in the fair value hierarchy).
Certificates of indebtedness and other financial debts are recorded
at notional amounts, which are a reasonable approximation of the fair
values.
Covenants. There are no financial covenants for non-current
financial debts as of end of 2014.
Exposure of the Groups borrowings to interest rate changes
Bonds: the interest rates of all bonds are fixed.
Certificate of indebtedness: the major part of the existing certificate of indebtedness has a fixed coupon.
Liabilities to banks and other financial institutions: mostly consisting of bank loans with fixed interest rates.
Collateral. In 2014 and 2013, no assets were pledged as collateral.

180

17. Retirement benefit obligations


Apart from the legally required social security schemes, the Group
has numerous independent pension plans. The assets are principally
held externally. For certain Group companies however, no inde
pendent assets exist for the pension and other non-current employee benefit obligations. In these cases the related liability is in
cluded in the balance sheet as part of the non-current liabilities.
Defined benefit post-employment plans. Defined benefit pensions and termination plans cover the majority of the Groups
employees. Future obligations and the corresponding assets of those
plans considered as defined benefit plans under IAS 19 are reappraised annually and reassessed at least every three years by independent actuaries. Assets are valued at fair value. US employees
transferred to Clariant with the Hoechst Specialty Chemicals business remain insured with Hoechst for their pension claims incur
red prior to 30 June 1997.
Pension assets for funded defined benefit pension plans are managed principally according to local rules and legislation in each
country.
The actual asset allocation is determined by current and expected
economic and market conditions and in consideration of specific
asset class risks in the risk profile. For this purpose Asset Liability
Matching studies are conducted by third party experts on a regular
basis to ensure that investment strategies for pension assets are
in line with the structure of the plan members of the pension plan
concerned.

Financial Report
Notes to the consolidated financial statements

In all countries with funded defined benefit plans the body governing the investment policy is constituted in accordance with local
legal requirements. To the extent legally permitted Clariant Corporate exercises influence to ensure that the investment policy is set
in a way to serve best the needs of the pension plan and its members.
The largest defined benefit plans are operated in Switzerland,
the United Kingdom, the United States and Germany. These plans
make up more than 95% of the total defined benefit obligation.
The most important German plan is unfunded and covers the supplementary pension liabilities for plan members whose salaries
exceed the level of the German mandatory social security coverage.
Contributions are made primarily by the employer and vary
depending on the salary level of the plan members. Lump sum
payments are possible to the extent of the voluntary contributions.
In addition there exists a smaller, similarly structured funded
defined benefit plan for former employees of the Sd-Chemie group,
acquired in 2011. All other pension liabilities regarding German
staff members are covered by a funded multi-employer plan which
is accounted for as a defined contribution plan.
The defined benefit obligation in the United Kingdom is a funded
plan covering the pension liabilities of UK employees who joined
the company before 31 December 2003. Staff members who joined
after this date are covered by a defined contribution plan. Contributions are made by employees as a fixed percentage of their pensionable earnings, varying in dependence of their salary levels,
while the employer covers the difference to the costs of the plan
determined in accordance with legal requirements. In general the
employer covers more than 90% of the total plan contributions.
Benefits are paid out as lifetime pensions determined based on a career average calculation. The United Kingdom pension plan is
marked by a shrinking operating basis and a resulting smaller number of active plan members as compared to deferred and retired
plan members. The pension plan is currently underfunded according to legal requirements. As a result the parent company Clariant Ltd
has agreed to cover the financing gap with additional contributions between GBP 5 million and 7 million per annum until 2017, when
the funding deficit is expected to be covered.
In the United States Clariant operates a defined benefit pension
plan that is a funded plan covering the pension liabilities of
employees who joined the company before 31 December 2000. Contributions are paid by the employer exclusively. Benefits are paid
out as lifetime pensions determined on the basis of a career average
calculation.

Clariant annual report 2014

Staff members who joined on 1 January 2001 or later are covered


by a defined contribution plan. For members of Management
whose annual salaries exceed the amount of USD 260000 an additional pension scheme is in place in the form of an unfunded
defined benefit obligation, which covers the part exceeding this
amount. The US pension plan is currently underfunded according
to local legal requirements. Additional funding measures in the
amount of up to USD 66 million are scheduled over the next
five years.
In Switzerland, Clariant operates a funded defined benefit pension
plan that covers the pension liabilities of all employees of the Swiss
Clariant companies up to a salary level of CHF 200000.
Both the employer and the employees contribute to the plan, the
employer paying two thirds of the total contributions. The pension
plan provides lifetime pensions determined based on cumulative
savings of the individual plan member and converted into an annual
pension at a fixed conversion rate. Lump sum payments are possible
to up to 40 percent of the total individual cumulative savings.
The Swiss pension plan is marked by a shrinking operating basis, and
as a result, an increasing share of retired members. While this has
not resulted in any underfunding, additional contributions by the employer may be necessary in the mid-term future.
For members of Management whose annual salaries exceed the
amount of CHF 200000, an additional pension scheme is in place in
the form of a funded defined benefit obligation.
Any shortfalls in funded provisions for pension commitments to
members of the Executive Committee are accounted for as an unfunded defined benefit obligation.
Post-employment medical benefits. The Group operates a number of post-employment medical benefit schemes in the United
States, Canada and France. The method of accounting for the liabilities associated with these plans is largely equal to the one used
for defined benefit pension schemes. These plans are not externally
funded, but are recognized as provisions in the balance sheets
of the Group companies concerned.
Expenses for net benefits are recorded in the same line and function in which the personnel costs are recorded.

181

Changes in the present value of defined benefit obligations are


as follows:

in CHF m
Beginning of the year
Change in the scope of consolidation
Current service cost
Past service costs (gains) including curtailments

Pension plans
(funded and unfunded)

Post-employment
medical benefits (unfunded)

2014

2013

2014

2013

2248

2355

96

98

39

52

32

13

Losses (gains) on settlements

Interest costs on obligation

77

76

Contributions to plan by employees

11

13

113

110

4
4

Benefits paid out to personnel in reporting period


Remeasurements:
Actuarial losses (gains) arising from changes in demographic assumptions

20

55

405

62

14

Actuarial losses (gains) due to experience adjustments

13

30

Effect of disposals

24

15

54

Actuarial losses (gains) arising from changes in financial assumptions

Reclassified to held for sale


Effect of liabilities extinguished on settlements
Exchange rate differences

38

2714

2248

88

96

in CHF m

2014

2013

Beginning of the year

End of the year

Changes in the fair value of plan assets are as follows:

1718

1649

Interest income on plan assets

58

49

Contributions to plan by employees

11

13

Contributions to plan by employer

51

98

89

87

Benefits paid out to personnel in reporting period


Remeasurements:
Return on plan assets (excluding amount included in interest income)

118

77

Effect of assets distributed in settlements

15

45

Effect of disposals
Reclassified to held for sale
Exchange rate differences
End of the year

As at 31 December 2014 and 2013, the pension plan assets did


not include any directly held registered shares or bonds issued by
Clariant Ltd.

182

17

46

19

1896

1718

Financial Report
Notes to the consolidated financial statements

The amounts recognized in the balance sheets are as follows:

in CHF m

Defined benefit
pension plans

Post-employment
medical benefits

Total

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

2062

1687

2062

1687

Fair value of plan assets

1896

1718

1896

1718

Overfunding/Deficit

166

31

166

31

Present value of unfunded obligations

652

561

88

96

740

657

Net liabilities in the balance sheet

818

530

88

96

906

626

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

836

573

88

96

924

669

Present value of funded obligations

Thereof recognized in:


in CHF m
Retirement benefit obligations
Prepaid pension assets
Net liabilities in the balance sheet for defined benefit plans

18

43

18

43

818

530

88

96

906

626

The amounts recognized in the income statement and in other


comprehensive income are as follows:
2014

2013

2014

2013

2014

2013

Current service costs

39

52

41

54

Net interest cost

19

27

23

31

32

13

32

57

52

48

57
51

in CHF m

Past service (costs) gains including curtailments


(Losses) gains on settlements
Components of defined benefit expense reported in the income statement
Actuarial (losses) gains arising from changes in demographic assumptions

20

55

20

405

62

14

419

65

Actuarial (losses) gains due to experience adjustments

13

30

37

Return on plan assets (excluding amount included in interest income)

Actuarial (losses) gains arising from changes in financial assumptions

118

77

118

77

Components of defined benefit expense reported in other comprehensive


income

320

114

14

325

128

Total defined benefit expense/income

377

62

373

71

Clariant annual report 2014

183

The fair value of the plan assets is split into the major assets categories
as follows:
in CHF m
Equities
thereof based on quoted market prices
Bonds
thereof based on quoted market prices

31.12.2014

31.12.2013

545

579

545

579

733

623

386

515

71

103

71

103

276

242

219

188

271

171

Cash
thereof based on quoted market prices
Property
thereof based on quoted market prices
Alternative investments
thereof based on quoted market prices
Total fair value of plan assets

1896

1718

The principal actuarial assumptions at the balance sheet dates in


percent are as follows:
2014
in %
Group
Weighted
average

Most important countries


SwitzerUnited
land Kingdom

2013
in %
Group

United
Weighted
States Germany
average

Most important countries


SwitzerUnited
land Kingdom

United
States Germany

Discount rate

2.3

1.0

3.7

3.9

2.0

3.4

2.3

4.6

5.1

3.5

Future salary increases

2.6

1.5

4.4

3.0

2.5

2.8

2.0

4.8

3.0

2.5

Long-term increase in health care costs

7.3

8.0

6.7

8.5

Current average life expectancy


for a 65 year old male

in years

19

20

23

22

19

19

20

23

21

19

Current average life expectancy


for a 65 year old female

in years

21

22

25

24

23

22

22

25

23

23

A one percentage point change in health care cost trend rates would
have the following effects on the obligation for post-employment
medical benefits:

in CHF m

One percentage One percentage


point increase point decrease

Effect on the aggregate of the service costs and interest costs

Effect on defined benefit obligation

25 basispoint increase

25 basispoint decrease

88

94

A 25 basis-point change in discount rate would have the following


effects on the obligation for pension plans:

in CHF m
Effect on defined benefit obligation

Would life expectancy increase by one year, the defined benefit obligation would increase by CHF 67 million.

184

Financial Report
Notes to the consolidated financial statements

Defined contribution post-employment plans. In 2014, CHF 23


million were charged to the income statements as contributions to
defined contribution plans (2013: CHF 27 million).
In Germany, approximately 4800 active Clariant employees are insured in a defined benefit plan which is a multi-employer plan and
as such is accounted for as a defined contribution plan. The reason
for this accounting practice is that the plan exposes the participating Clariant companies to actuarial risks associated with the current
and former employees of other companies which are members
of the same pension plan. There is no consistent or reliable basis for
allocating the obligation, plan assets and cost to individual companies participating in the plan.
Based on the statutory actuarial calculation of 2014, the pension funds
obligations are fully funded. Also for 2015, it is anticipated that the
pension plan liabilities are covered by the respective assets.
In case the multi-employer plan faces a situation where the pension
plan liabilities exceed the assets, this can be remedied either by
increasing the employers contributions to the pension plan or by
reducing the benefits which are paid out to the entitled parties.
In the case of a reduction of the benefits this must be compensated
by the employer according to German legislation.

Clariant annual report 2014

In the case the pension plan were unwound the remaining funds
would be distributed among the plan members. In case there are no
plan members left, the remaining funds would be transferred to
social institutions. If Clariant withdrew from the pension fund, all
rights and obligations of the employer against the pension plan
would remain in force as long as the pension plan continues to render pension services to the groups plan members. Based on the
number of plan members (active and passive) Clariants share in
the pension plan amounts to approximately 6%.
Clariants contribution to this pension plan amounted to
CHF 16 million in 2014 (CHF 17 million in 2013) and is expected to be
CHF 16 million in 2015.
The multi-employer plan originates in the pension plan scheme of
the German companies of the former Hoechst Group, to which
a part of the activities of Clariant pertained until 1997. Several of
the companies which were formerly part of the Hoechst Group
continue to participate in this multi-employer plan.

185

in CHF m

Pension plans
2014

2013

Post-employment medical benefits


2014

2013

Clariant Groups expected regular and supplemental contributions


(employer's contributions):

98

Actual contributions in 2014 (2013: estimated)

Actual contributions in 2013

51

52

Estimated contributions in 2015

53

56

Estimated contributions in 2016

48

55

Estimated contributions in 2017

49

56

Estimated contributions in 2018

50

57

Estimated contributions in 2019

40

Payments to beneficiaries:

110

Actual payments in 2014 (2013: estimated)

Actual payments in 2013

113

105

Estimated payments in 2015

115

105

Estimated payments in 2016

110

106

Estimated payments in 2017

113

110

Estimated payments in 2018

117

114

Estimated payments in 2019

120

Active members

898

699

37

54

Deferred members

309

258

Retired members

1507

1291

46

40

Total funded and unfunded obligations at 31 December

2714

2248

88

96

15.6

16.0

11.5

12.2

Allocation of defined benefit obligation to plan members:

Weighted average duration of the defined benefit obligation at the end


of reporting period (in years):
At 31 December

186

Financial Report
Notes to the consolidated financial statements

18. Movements in provisions

in CHF m
As per 1 January

Environmental
provisions

Personnel
provisions

Restructuring
provisions

Other
provisions

Total
provisions
2014

Total
provisions
2013

121

147

97

192

557

571

Additions

159

117

80

364

448

Disposals

Reclassified to/from held for sale (see notes 22, 23)

15

21

18

159

89

92

358

378

Unused amounts reversed

Amounts used

18

26

50

53

Changes due to the passage of time and changes in discount rates

Exchange rate differences


At 31 December

14

124

151

105

145

525

557

28

137

86

64

315

334

Of which
Current portion
Non-current portion
Total provisions

96

14

19

81

210

223

124

151

105

145

525

557

28

137

86

64

315

334
114

Expected outflow of resources


Within 1 year
Between 1 and 3 years

38

14

44

101

Between 3 and 5 years

11

22

37

Over 5 years

47

32

87

72

124

151

105

145

525

557

Total provisions

Environmental provisions. Provisions for environmental liabili


ties are made when there is a legal or constructive obligation for
the Group which will result in an outflow of economic resources.
It is difficult to estimate the action required by Clariant in the
future to correct the effects on the environment of prior disposal or
release of chemical substances by Clariant or other parties and the
associated costs, pursuant to environmental laws and regulations.

Provisions are made for remedial work where there is an obligation


to remedy environmental damage, as well as for containment
work where required by environmental regulations. All provisions
relate to environmental liabilities arising in connection with activities that occurred prior to the date when Clariant took control
of the relevant site. At each balance sheet date, Clariant critically
reviews all provisions and makes adjustments where required.

The material components of the environmental provisions consist


of the costs to fully clean and refurbish contaminated sites and to
treat and contain contamination at sites where the environmental
exposure is less severe. The Groups future remediation expenses
are affected by a number of uncertainties which include, but are not
limited to, the method and extent of remediation and the percentage of material attributable to Clariant at the remediation sites relative to that attributable to other parties.

Personnel provisions. Personnel provisions include holiday enti


tlements, compensated absences such as sabbatical leave, jubilee,
annual leave or other long-service benefits, profit sharing and
bonuses. Such provisions are established in proportion to the services rendered by the employee concerned.

The environmental provisions reported in the balance sheet concern


a number of different obligations, mainly in Switzerland, the United States, Germany, Brazil and Italy.

Clariant annual report 2014

Restructuring provisions. Restructuring provisions are established where there is a legal or constructive obligation for the
Group that will result in the outflow of economic resources. The
term restructuring refers to the activities that have as a consequence staff redundancies and the shutdown of production lines
or entire sites. When the Group has approved a formal plan and has

187

either started to implement the plan or announced its main features


to the public, a restructuring provision is created. The restructuring provisions newly added in 2014 concern site closures and headcount reductions in various countries with the largest amounts
incurred in Germany, France and Switzerland.

All non-current provisions are discounted to reflect the time value


of money where material. Discount rates reflect current market
assessments of the time value of money and the risk specific to the
provisions in the respective countries.

Other provisions. Other provisions include provisions for obligations relating to tax and legal cases and other items in various countries for which the amount can be reliably estimated.

19. Trade and other payables


in CHF m
Trade payables
Payables to associates and joint ventures
Accruals
Other payables
Total trade and other payables
Reclassified to held for sale (see notes 22, 23)
Total as reported in the balance sheet

31.12.2014

31.12.2013

704

735

56

49

236

321

159

205

1155

1310

83

1147

1227

The amount recognized for trade payables is equal to their fair value.

20. Current financial debts


31.12.2014

31.12.2013

Banks and other financial institutions

230

262

Current portion of non-current financial debts (see note 16)

200

327

Total

430

589

in CHF m

Breakdown by maturity:
31.12.2014

31.12.2013

Up to three months after the balance sheet date

179

171

Three to six months after the balance sheet date

43

Six to twelve months after the balance sheet date

246

375

Total

430

589

in CHF m

Current financial debt is recognized initially at fair value, net of


transaction costs incurred. Financial debt is subsequently stated at
amortized cost. Except for the derivatives, there are no current
financial liabilities valued at fair value through profit and loss.
The current portion of non-current financial debts includes a
CHF domestic bond with a nominal value of CHF 200 million expiring in December 2015. This bond has a tenor of 4.5 years and
a fixed coupon of 2.75% per annum.

188

The two certificates of indebtedness, reported as current portion


of non-current financial debts in 2013, with a total value of EUR 267
million, reached maturity in October 2014 and were repaid.
The fair value of financial debt at banks and other financial institutions approximates its carrying amount due to the short-term
nature of these instruments.

Financial Report
Notes to the consolidated financial statements

21. Segment information


Clariant has grouped its activities into four Business Areas (reportable segments): Care Chemicals (BU ICS), Catalysis & Energy
(BU Catalysts, Energy Storage business), Natural Resources
(BU Oil & Mining Services, BU Functional Minerals) and Plastics &
Coatings (BU Additives, BU Masterbatches, BU Pigments).
Intersegment transactions are entered into under the normal
circumstances and terms and conditions that would also be available
to unrelated third parties.

Segment assets consist of property, plant and equipment, goodwill,


intangible assets, inventories, receivables and investments in associates. They exclude deferred tax assets, financial assets and operating cash. Segment liabilities comprise trade payables. They exclude items such as tax liabilities, provisions, pension liabilities
and corporate borrowings. Capital expenditure comprises additions
to property, plant and equipment and intangibles.
In the context of the rearrangement of its portfolio of business
activities, Clariant disposed of the Business Units Textile Chemicals,
Paper Specialties and Emulsions as per 30 September 2013, the
Business Units Detergents & Intermediates as per 1 January 2014
and Leather Services as per 30 April 2014. For these reasons, up
to the deal closing dates, these Business Units are reported as discontinued operations in the financial report.
On 29 October 2014, Clariant signed a contract to dispose of its
Energy Storage Activities pertaining to the Business Area Catalysis
& Energy to UK-based Johnson Matthey. The deal is expected to
be closed during the first half of 2015. Therefore, the related
assets and liabilities are reported as held for sale at the end of 2014.

Clariant annual report 2014

189

SEGMENTS
in CHF m

Segment sales
Sales to other segments
Total sales
Operating expenses

Care Chemicals

Catalysis & Energy

Natural Resources

2014

2013

2014

2013

2014

2013

1514

1568

729

713

1300

1287

1511

1561

729

713

1297

1281
1138

1309

1350

633

644

1146

Income from associates and joint ventures

17

22

Gain from disposals not qualifying as discontinued operations

20

Restructuring, impairment and transaction-related costs


Operating income

30

10

96

44

209

233

83

81

63

106

Finance income
Finance costs
Income before taxes
Taxes
Net result from continuing operations
Discontinued operations:
Result from discontinued operations
Net income
Segment assets

1014

880

1627

1698

997

1103

Segment liabilities

224

200

107

79

135

114

790

680

1520

1619

862

989

Net operating assets


Segment assets reported as assets held for sale

64

38

Corporate assets reported as assets held for sale


Segment assets of discontinued operations reported as assets held for sale
Assets held for sale

64

38

Segment liabilities of discontinued operations reported as liabilities associated with assets held for sale
Segment liabilities reported as liabilities associated with assets held for sale

Liabilities directly associated with assets held for sale

1619

862

1021

Corporate assets without cash


Corporate liabilities without financial liabilities
Net debt2
Total net assets

790

680

1582

Investments in PPE and intangibles for the period

90

51

49

24

38

39

Investments in associates and joint ventures

59

61

200

197

19

181

209

233

83

81

63

106

44

41

38

42

26

28

Add: impairment

30

87

34

Add: amortization of intangible assets

20

26

11

16
184

Thereof:

Operating income
Add: systematic depreciation of PPE

EBITDA1

257

278

171

156

187

Add: restructuring, impairment and transaction-related costs

30

10

96

44

Less: impairment (reported under restructuring and impairment)

30

87

34

Less: gain from disposals not qualifying as discontinued operations

20

EBITDA before exceptional items

259

263

171

159

191

195

Operating income

209

233

83

81

63

106

Add: restructuring, impairment and transaction-related costs

30

10

96

44

Less: gain from disposals not qualifying as discontinued operations

20

211

219

113

91

154

151

Operating income before exceptional items


EBITDA is earning before interest, tax, depreciation and amortization.

190

Financial Report
Notes to the consolidated financial statements

Plastics & Coatings

Total segments
continuing
operations

Corporate

Total Group

2014

2013

2014

2013

2014

2013

2014

2013

2599

2545

6142

6113

6142

6113

20

24

26

37

26

37

2579

2521

6116

6076

6116

6076

2339

2273

5427

5405

179

160

5606

5565

35

25

64

63

11

75

63

19

163

168

19

10

17

138

77

90

46

228

123

265

256

620

676

95

206

525

470

14

14

160

139

379

345

144

22

235

323

18

318

217

1889

1806

5527

5487

5527

5487

226

236

692

629

692

629

1663

1570

4835

4858

4835

4858

66

38

66

38

66

1665

1570

38

410

72

451

122

10

10

128

4899

4890

1388

1317

1388

1317

2289

2218

2289

2218

1263

1500

1263

1500

2166

2398

2733

2780

79

75

256

189

65

102

321

291

165

164

443

603

192

635

608

265

256

620

676

95

206

525

470

74

73

182

184

39

36

221

220

117

43

116

43

11

10

46

55

15

61

64

350

340

965

958

42

161

923

797

10

17

138

77

90

46

228

123

117

43

116

43

19

163

168

19

360

356

981

973

114

115

867

858

265

256

620

676

95

206

525

470

10

17

138

77

90

46

228

123

19

163

168

19

275

273

753

734

-168

-160

585

574

Clariant annual report 2014

Calculation of net debt


in CHF m

31.12.2014

31.12.2013

Non-current financial debt

1761

1830

Add: current financial debt

430

589

Less: cash and cash equivalents

748

770

Less: Near-cash assets

180

147

Less: Financial instruments with


positive fair values
Net debt
Reconciliation of segment assets
to total assets
in CHF m
Segment assets
Segment assets reported as assets held for sale
Corporate assets reported as assets
held for sale
Segment assets of discontinued operations
reported as assets held for sale

1263

1500

31.12.2014

31.12.2013

5527

5487

66

38

410

1388

1317

Cash

748

770

Near-cash assets

180

147

Corporate assets without cash

Financial instruments with positive fair values


Total assets

7915

8174

191

Geographic information

in CHF m
EMEA
of which Germany
of which Switzerland
of which MEA
North America
of which USA
Latin America
of which Brazil
Asia/Pacific
of which China
of which India
Total

Sales1

Non-current assets2

2014

2013

31.12.2014

31.12.2013

2693

2773

2802

2779

809

863

1968

2083

50

49

459

297

461

452

83

83

1006

996

805

864

902

884

779

785

984

931

268

252

405

429

138

138

1433

1376

395

330

519

484

182

152

141

118

62

29

6116

6076

4270

4225

Allocated by region of third-party sale's destination.

Non-current assets exclude deferred tax assets and pension plan assets.

All of the Groups segments generate their revenues to the largest


extent from the sale of products. These come in such a great variety
that a meaningful grouping below the segment information is not
possible. The amounts reported for sales cover only continuing operations for both years.

On 30 September 2013, Clariant sold its Business Units Textile


Chemicals, Paper Specialties and Emulsions to US-based SK Capital.
An after-tax loss of CHF 287 million was realized by Clariant in
2013. The finalization of the purchase price determination reduced
this after tax-loss by CHF 8 million in 2014 and extra cash proceeds
amounting to CHF 29 million were received.

For a description of the Business Units see note 1.23.

22. Discontinued operations


On 1 January 2014, Clariant sold its Detergents & Intermediates
business to the Luxembourg-based International Chemical Investors Group (ICIG). The final total consideration of the sale amounts
to CHF 23 million split between cash proceeds (CHF 18 million)
and vendor loan (CHF 5 million) and the after-tax loss realized in
2014 on the transaction amounts to CHF 23 million.
On 30 April 2014, Clariant sold its Leather Services business to Stahl
Holdings B.V., a Dutch company majority owned by Wendel Group.
In the transaction, Clariant received 23% of the shares of Stahl and a
cash consideration of CHF 89 million, out of which CHF 4 million
are expected to be collected in 2015. The disposal loss after tax
amounts to CHF 5 million.

192

The Business Units concerned by these transactions are reported


as discontinued operations in the financial report and were reclassified to assets held for sale in the balance sheet at the end of 2012.

Financial Report
Notes to the consolidated financial statements

DISCONTINUED OPERATIONS
in CHF m
Sales
Operating expenses
Income from associates and joint ventures
Restructuring and impairment
Remeasurement to fair value less costs of disposal on reclassification
Operating result

Activities sold in 20141

Activities sold on
30 September 20132

Corporate
2014

2014

2013

2014

2013

2014

2013

98

556

901

98

1457

78

515

843

83

1358

18

80

80

13

48

52

31

29

2013

Financial result
Result from discontinued operations before taxes
Taxes
Result from discontinued operations after taxes
Loss on the disposal of discontinued operations
Taxes (current and deferred)
Net result from of discontinued operations
Operating cash flows
thereof: payments for restructuring
Investing cash flows
thereof: net proceeds from the disposal of discontinued operations
Total cash flow

Total discontinued
operations

42

13

14

31

15

307

20

18

318

19

27

16

102

10

28

275

130

265

103

29

293

132

293

93

32

20

262

111

292

Cash flow from disposals:


Gross proceeds
Less: cash and cash equivalents transferred
Less: equity investment
Less: outstanding amounts
Net proceeds from disposal

302

46

364

348

364

21

10

21

187

187

10

45

19

45

29

293

132

293

86

103

Net assets held for sale


Property, plant and equipment

86

Inventories

70

70

102

102

Trade receivables
Other assets
Total assets held for sale

152

410

152

410

Trade payables

61

61

Retirement benefit obligations

28

28

Provisions

14

14

Other liabilities

19

19

Total liabilities directly associated with assets held for sale

122

122

Total net assets held for sale

288

288

Activities sold in 2014 comprise the Business Units Detergents & Intermediates (sold on 1 January 2014) and Leather Services (sold on 30 April 2014)

Activities sold on 30 September 2013 comprise the Business Units Textile Chemicals, Paper Specialties and Emulsions

Clariant annual report 2014

193

The result of the disposal of discontinued operations is as follows:


in CHF m
Total cash proceeds received as of 31 December 2014
Outstanding amounts

2014
142
19

Equity investment

187

Total consideration for the sale

348

Net assets sold including disposal-related expenses and


cumulated amounts in equity pertaining to the disposal group
which were recycled through income statement upon
disposal
Loss on the disposal of discontinued operations
before taxes
Taxes (current and deferred)
After-tax loss on disposal
in CHF m
Total cash proceeds received as of 31 December 2013
Outstanding amounts
Equity investment
Total consideration for the sale

363
15
5
20
2013
314
45
5
364

Net assets sold including disposal-related expenses and


cumulated amounts in equity pertaining to the disposal group
which were recycled through income statement upon
disposal

671

Loss on the disposal of discontinued operations


before taxes

307

Taxes (current and deferred)


After-tax loss on disposal

20
287

23. Disposals
Activities not qualifying as discontinued operations
In this section, disposals of subsidiaries, associates and activities are
reported that do not qualify as discontinued operations in the
sense of IFRS 5. The following disposals took place in 2014 and 2013:
On 30 June 2014, Clariant and Ashland Inc. sold their German
headquartered Joint Venture ASK Chemicals to Rhne Group LLC,
a London- and New York-based private equity investment firm.
The selling price of CHF 180 million, out of which CHF 155 million
in cash and CHF 25 million as vendor loan, was evenly split
between Clariant and Ashland at the closing date. The devaluation
of the 50% participation to the agreed selling price resulted in a
CHF 84 million impairment charge in the 1st quarter of 2014. After
impairment, the net profit realized on the disposal by Clariant
amounts to CHF 6 million.
On 30 June 2014, Clariant sold its Water Treatment Business Line,
which was part of the Business Unit Functional Minerals, reported
in the Business Area Natural Resources. The final cash proceeds
received amount to CHF 34 million and the realized profit amounts
to CHF 6 million after tax.
On 29 October 2014, Clariant signed a contract to dispose its
Energy Storage Activities pertaining to the Business Area Catalysis
& Energy to UK-based Johnson Matthey. After the remeasurement to fair value less costs of disposal resulting in an impairment
charge of CHF 30 million, the remaining assets with a carrying
value of CHF 67 million and liabilities with a total value of
CHF 10 million were reported as assets held for sale and liabilities
associated with assets held for sale respectively. The deal is
expected to be closed during the 1st half of 2015.
On 19 September 2013, Clariant sold its 55% participation in the
Malaysian company Chemindus for a consideration of CHF 0.5 million with a book loss of CHF 1 million.
In the third quarter of 2013, Clariant set up a joint venture with
Wilmar International Ltd, a leading agribusiness group, to estblish a
global platform for the production and distribution of amines and
selected amine derivatives. Clariant contributed its existing amines
business to the joint venture, including trademarks, technology
and customers relationships as well as the fixed assets related to a
production plant in Germany and an initial level of inventory. The
positive result realized by Clariant on that transaction in 2013
amounted to CHF 20 million coming from the fair value valuation
of the contributed assets.

194

Financial Report
Notes to the consolidated financial statements

Other assets held for sale

24. Acquisitions

In December 2014, Clariant sold a plot of land in India, realizing


a profit of CHF 163 million before taxes. After tax, the realized gain
recorded in 2014 amounts to CHF 129 million.

Acquisition of Plastichemix Industries in India

An amount of CHF 5 million relates to other assets held for sale in


the United States, in China and in Italy (2013: CHF 3 million).

In April 2014, Clariant acquired Plastichemix Industries, a masterbatch business in India, for a consideration of CHF 19 million
mainly attributed to property, plant and equipment. The goodwill
realised on that transaction amounts to CHF 5 million.

Acquisition of Aerochem in Scandinavia

The result of the disposal of activities not qualifying as discontinued operations is as follows:

Total cash proceeds received, from disposals not qualifying


as discontinued operations, as of 31 December 2014

112

Total cash proceeds received, from the sale of land in


India, as per 31 December 2014, reported under sale of PPE
and intangible assets in the cash flow statement

In September 2014, Clariant acquired Aerochem, a Swedish- and


Norwegian-based group, active in the de-icing and anti-icing
fluids business. The purchase price mainly attributed to inventories
amounts to CHF 15 million and the goodwill amounts to CHF 3
million.

173

Acquisition of VitaPac in China

in CHF m

Outstanding amounts
Total consideration for the sale
Net assets sold, after impairment, including disposal-related
expenses and cumulated amounts in equity pertaining
to the disposal group which were recycled through income
statement upon disposal

2014

9
294

126

Profit before taxes on disposals not qualifying


as discontinued operations

168

Taxes (current and deferred)

27

After-tax profit on disposal

141

in CHF m

2013

Total cash proceeds received, from the disposal of


activities not qualifying as discontinued operations,
as of 31 December 2013

Total consideration for the sale

Net assets sold, after impairment, including disposal-related


expenses and cumulated amounts in equity pertaining
to the disposal group which were recycled through income
statement upon disposal

Fair value valuation

20

Profit before taxes on disposals not qualifying


as discontinued operations

19

Taxes (current and deferred)

After-tax profit on disposal

19

Clariant annual report 2014

In December 2014, Clariant acquired the Hong-Kong-based VitaPac, a specialist for healthcare packaging for a consideration
of CHF 7 million and a preliminary goodwill of CHF 2 million. The
acquisition will complement the Medical Specialties Business
Line of Clariant.

Acquisition of the Gulf of Mexico business from Champion Technologies


On 4 April 2013, Clariant acquired from Champion Technologies
Inc., that companys Gulf of Mexico business for an amount of
CHF 0.5 million. Resulting from the difference between the purchase
price and the fair value of the identifiable assets acquired, namely
patent technology and customer relationships, a negative goodwill
in the amount of CHF 15 million resulted, which Clariant recorded
under Selling, general and administrative costs in its income
statement. The gain arose as a result of antitrust constraints that
forced the selling party to dispose of this business at a low price.

Acquisition of the Organic Pigment business from


Jiangsu Multicolor Fine Chemical Co Ltd.
On 27 September 2013, Clariant acquired the Organic Pigment business of China-based Jiangsu Multicolor Fine Chemical Co Ltd for
a preliminary consideration of CHF 24 million. Of this amount,
CHF 18 million were paid during the reporting period. The net assets
acquired mainly consist of fixed assets, inventories, trade receivables and trade payables. The preliminary valuations with goodwill
in the amount of CHF 14 million, was subsequently finalized and
resulted in goodwill in the amount of CHF 5 million.

195

25. Restructuring, impairment and transaction-related costs


RESTRUCTURING EXPENSES, IMPAIRMENT LOSS AND TRANSACTION-RELATED COSTS

for the years ended 31 December 2014 and 2013


in CHF m

2014

2013

Restructuring expenses

96

70

Payments for restructuring

89

133

116

121

18

thereof charged to intangible assets (see note 6)

28

23

thereof charged to investments in associates and joint ventures (see note 7)

84

80

24

30

Impairment loss
thereof charged to PPE (see note 5)

thereof charged to assets reclassified to held for sale (see note 22)

Transaction-related costs
Total restructuring, impairment and transaction-related costs
thereof reported under discontinued operations
Total continuing operations

In order to increase profitability over a sustained period, Clariant


implemented far-reaching measures designed to improve the
Groups performance. The aim of these efforts is to increase the
Groups operating result and to reduce net working capital. The
changes that are being made to the processes and structures in order
to achieve these goals result in a loss of jobs across the Group.
Restructuring. In 2014, Clariant recorded expenses for restructuring in the amount of CHF 96 million. This concerned not only site
closures, but also restructuring measures regarding the subsidiaries
in Switzerland, Germany and France.

236

221

98

228

123

Impairment. Impairment expenses recognized in 2014 and 2013


arose as a result of restructuring measures, the entailing site closures
and disposal projects. In 2014, Clariant recorded an impairment
loss of CHF 30 million on its Energy Storage activities (see note 23)
and an impairment loss of CHF 84 million on its ASK joint venture
participation which was subsequently sold. In 2013, a CHF 80 million impairment loss on the Detergents & Intermediates business
and a CHF 23 million impairment loss on the Water Treatment activities were recorded. This was to align the value of the assets and
liabilities pertaining to these businesses with the agreed selling prices.
Transaction-related costs totaled CHF 24 million for 2014
mainly pertaining to continuing operations and project costs for
continuing and discontinued operations.

196

Financial Report
Notes to the consolidated financial statements

26. Finance income and costs


Finance income

2014

2013

11

11

thereof interest on loans and receivables and deposits

thereof interest on derivative financial instruments

in CHF m
Interest income

Other financial income

Total finance income

14

14

Finance costs

in CHF m

2014

2013

Interest expense

129

154

thereof effect of discounting of non-current provisions


thereof interest component of pension provisions
Other financial expenses

23

31

10

Currency result, net

25

Total finance costs

162

170

thereof reported under discontinued operations


Total continuing operations

Other financial expenses include bank charges and miscellaneous


financial expenses.
In 2014 and 2013, no foreign exchange gains pertaining to the ineffective part of hedges on net investments were recognized in the
income statement.

Clariant annual report 2014

31

160

139

Interest expense, other than the effect of discounting of noncurrent provisions and the interest component of pension provisions, pertain to financial debts measured at amortized costs.
Interest costs capitalized on qualifying assets for 2014 were CHF 1
million (2013: nil).

197

27. Earnings per share (EPS)


Earnings per share are calculated by dividing the Group net
income by the average number of outstanding shares (issued shares
less treasury shares).
2014

2013

Net income attributable to shareholders of Clariant Ltd, undiluted and diluted (CHF m)
Continuing operations

175

306

Discontinued operations

23

326

Total

152

20

312611085

281075365

Weighted average number of shares outstanding


As per 1 January
Effect of the issuance of share capital and transactions with treasury shares
on the weighted average number of shares outstanding
Weighted average number of shares outstanding at 31 December
Adjustment for granted Clariant shares
Adjustment for dilutive share options
Weighted average diluted number of shares outstanding at 31 December

7078125

31535720

319689210

312611085

2120278

1845700

145410

8162

321954898

314464947

0.55

0.98

0.07

1.04

0.48

0.06

0.54

0.98

0.07

1.04

0.47

0.06

Basic earnings per share attributable to shareholders of Clariant Ltd (CHF/share)


Continuing operations
Discontinued operations
Total
Diluted earnings per share attributable to shareholders of Clariant Ltd (CHF/share)
Continuing operations
Discontinued operations
Total

The dilution effect is triggered by two different items. One is the


effect of Clariant shares granted as part of the share-based payment
plan, which have not yet vested. To calculate this dilutive potential it
is assumed that they had vested on 1 January of the respective period.
The second item is the effect of options granted as part of the sharebased payment plan, which have not yet vested. To calculate this
dilutive potential, it is assumed that all options which were in the
money at the end of the respective period had been exercised on
1 January of the same period. The effect of the services still to be
rendered during the vesting period were taken into consideration.

198

Diluted earnings per share are calculated adjusting the weighted


average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
In 2014, a payout of CHF 0.36 (2013: CHF 0.33) per share was made
out of the capital contribution reserves (see note 15).

Financial Report
Notes to the consolidated financial statements

28. Derivative financial instruments


Risk management (hedging) instruments and off-balance sheet
risks. Clariant uses forward foreign exchange rate and option contracts, interest rate and currency swaps as well as other financial
instruments to hedge the Groups risk exposure to volatility in interest rates, currencies and prices and to manage the return on cash
and cash equivalents. Risk exposures from existing assets and liabilities as well as anticipated transactions are managed centrally.
Interest rate management. It is the Groups policy to manage the
cost of interest using fixed and variable rate debt and interestrelated derivatives.

a strategy of hedging both balance sheet and revenue risk, partially


through the use of forward contracts and currency swaps in various
currencies. In order to minimize financial expenses, the Group
does not hedge the entire exposure.
The following tables show the contract or underlying principal
amounts and the respective fair value of derivative financial instruments by type at year-end.
The contract or underlying principal amounts indicate the volume
of business outstanding at the balance sheet date and do not represent the amount at risk.

Foreign exchange management. To manage the exposure to the


fluctuations in foreign currency exchange rates, the Group follows
Derivative Financial instruments

in CHF m

Contract or underlying
principal amount

Positive fair values

Negative fair values

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

227

Interest rate related instruments


Interest rate swaps
Currency related instruments
Forward foreign exchange rate contracts

62

72

Currency options

40

160

102

459

Total derivative financial instruments

The fair value of these derivative financial instruments is recorded in


Other current assets in the balance sheet in the case of a positive
value or as Current financial debts in the case of a negative value and
if the instruments expire within the next twelve months.

Clariant annual report 2014

199

Derivative financial instruments by maturity

in CHF m
Interest rate swaps

31.12.2014

31.12.2013

227

Forward foreign exchange rate contracts

62

72

Currency options

40

160

102

459

Total derivative financial instruments


breakdown by maturity

Up to one month after the balance sheet date

65

65

More than one and up to three months after the balance sheet date

37

151

More than three and up to twelve months after the balance sheet date
Total derivative financial instruments

243

102

459

If the remaining lifetime exceeds twelve months, the value is


recorded in Financial assets in case it is positive and in Non-current financial debts in case it is negative.
Derivative Financial instruments by currency

31.12.2014

31.12.2013

USD

99

226

EUR

230

JPY

102

459

31.12.2014

31.12.2013

747

1088

in CHF m

Total derivative financial instruments


Financial instruments effective for hedge-accounting purposes

in CHF m
Borrowings denominated in foreign currencies

On 24 January 2012, Clariant issued a bond in the amount of EUR 500


million (see note 16), which on 1 June 2012 was designated as a
hedge of a net investment in some of Clariants European subsidiaries. The unrealized foreign exchange rate gain resulting from
the translation of the bond into Swiss francs amounting to
CHF 12 million for 2014 (2013: CHF 10 million loss) is recorded
in the cumulative translation difference in shareholders equity.

200

In October 2011 and January 2012, Clariant issued three certificates


of indebtedness amounting to EUR 390 million, denominated in
euro (see note 16). The certificates were designated as a hedge of a
net investment in some of Clariants European subsidiaries. Two
of them, amounting to EUR 267 million, have expired in October
2014 and as a consequence were de-designated; the realized foreign
exchange rate gain amounting to CHF 5 million was recorded in
the cumulative translation difference in shareholders equity.
The unrealized foreign exchange rate gain resulting from the translation of the existing certificate of indebtedness into Swiss francs
amounted to CHF 3 million for 2014 (2013: CHF 2 million loss on this
certificate of indebtedness and a CHF 8 million loss on all existing
certificates of indebtedness for 2013, respectively) and is recorded
in the cumulative translation difference in shareholders equity.

Financial Report
Notes to the consolidated financial statements

29. Employee participation plans


Under the Group Senior Management Long Term Incentive Plan
(GSM-LTIP) a certain percentage of the actual bonus is granted
to the plan participants in the form of registered shares of Clariant
Ltd (investment shares). These shares vest immediately upon
grant, but are subject to a 3-year blocking period. The plan participants receive an additional share free of cost (matching share)
for each investment share held at the end of the blocking period.
These shares were granted for the first time in 2011, based on
the performance achieved in the base year 2010. Similar plans were
launched in all subsequent years. The number of shares not yet
vested and thus disclosed are the matching shares already granted.
The options granted under the Clariant Executive Stock Option
Plan (CESOP) established in 1999 entitle the holder to acquire registered shares of Clariant Ltd (one share per option) at a predetermined strike price. They become vested and are exercisable after
three years and expire after ten years.
In April 2008, Clariant established a stock option plan for members
of management and the Board of Directors. Options granted
under this plan entitle the holder to acquire registered shares of
Clariant Ltd (one share per option) at a predetermined strike
price. Clariant contracted a third-party bank to issue tradable options
to the plan participants in accordance with the rules of the plan.
The plan participants can sell the options back to this bank after
they have vested. The bank in return has the right to claim a share
from Clariant at the pre-determined strike price for each option
that is sold to it by plan participants. The options become vested and
are exercisable after two years and expire after five years.
The last grant of the stock option plan to members of Management
and the Board of Directors took place in April 2012.

Clariant annual report 2014

The Restricted Plan for members of the Board of Directors replacing


the Option Plan had its first grant date in early 2014. Another grant
will take place in early 2015.
For the first time in 2013, the Performance Share Unit (PSU) Plan
was introduced for all senior managers to replace the former Tradable Option Plan. The term of Clariants Performance Share Unit
Plan is a three-year vesting period. The vesting is conditional upon
achievement of the performance targets at the end of the vesting
period. If the performance targets are achieved, each PSU will be
converted into one Clariant share.
A new grant took place on 17 September 2014. The review of the
target achievements (vesting criteria) for this plan will be held in summer 2017 and vesting is scheduled to take place in September 2017.
The expense recorded in the income statement spreads the costs
of each grant over the measurement period and the vesting period.
Assumptions are made concerning the forfeiture rate which is
adjusted during the vesting period so that at the end of the vesting
period there is only a charge for the vested amounts.
During 2014, CHF 15 million (2013: CHF 19 million) were charged
to the income statement for equity-settled share-based payments
exclusively.
As of 31 December 2014, the total carrying value of liabilities arising from equity-settled share-based payments, entirely recognized in equity, is CHF 24 million (2013: CHF 32 million out of
which CHF 30 million recognized in equity). In 2014 no liabilities
were recognized for cash settled share-based payments (2013:
CHF 2 million).
In 2013, an amount of CHF 2 million was reclassified from retained
earnings to provisions due to the discontinued operations. No such
reclassification was made in 2014.

201

Options for Board of Directors (non-executive members)1

Base year

Granted

Exercisable
from

Expiry date

Exercise
price

Share price at
grant date

Number
31.12.2014

Number
31.12.2013

2010

2010

2012

2015

15.50

12.74

142950

222400

2011

2011

2013

2016

18.00

15.02

192769

216865

335719

439265

Total
Past and current members.

Options for senior members of Management and Executive Committee1

Base year

Granted

Exercisable
from

Expiry date

Exercise
price

Share price at
grant date

Number
31.12.2014

Number
31.12.2013

2003

2004

2007

2014

12.00

18.74

49326

2003

2004

2007

2014

16.30

18.74

53479

2004

2005

2008

2015

19.85

19.85

146237

146237

146237

249042

Total
Options for members of Management and Executive Committee1

Base year

Granted

Exercisable
from

Expiry date

Exercise
price

Share price at
grant date

Number
31.12.2014

Number
31.12.2013

2010

2010

2012

2015

15.50

12.74

358300

1384600

2011

2011

2013

2016

18.00

15.02

825217

1586426

2012

2012

2014

2017

16.50

12.59

2711500

5334500

3895017

8305526

Number
31.12.2014

Number
31.12.2013
409423

Total
Past and current members.

As per 31 December 2014, the weighted average remaining contractual life of all share options was 1.71 years (2013: 2.48 years).
Shares for members of Management and Executive Committee

Total

202

Base year

Granted

Vesting in

Share price at
grant date

2010

2011

2014

17.15

2010

2013

2015

13.81

50000

50000

2011

2012

2015

12.50

480612

506 082

2012

2012

2016

9.49

32000

32000

2012

2013

2016

13.12

591631

636590

2013

2013

2016

13.74

676092

705546

2013

2013

2015

14.13

15000

15000

2013

2013

2016

15.61

5000

5000

2013

2013

2016

15.93

4000

4000

2013

2013

2015

15.88

10000

10000

2013

2014

2017

17.24

266228

2014

2014

2017

17.35

543297

2673860

2373641

Financial Report
Notes to the consolidated financial statements

Shares/options outstanding at 1 January

Weighted
average
exercise
price

Options
2014

16.65

8993833

Granted
Exercised/distributed*

Shares
2014

Weighted
average
exercise
price

Options
2013

Shares
2013

2373641

16.27

12182937

1850195

14.46

2911413

1674575

1188771
17.66

Cancelled/forfeited

4489935

736475

126925

152077

Outstanding at 31 December

16.85

4376973

2673860

Exercisable at 31 December

16.85

4376973

Fair value of shares/options outstanding in CHF

* Options exercised/distributed include 2943344 options (2013:


1292085) pertaining to the 2010, 2011 and 2012 Option Plans,
which were sold by the plan participants in the market and are
currently held by third parties. Total outstanding options of
these plans sold in the market at 31 December 2014 are 4533422
(31 December 2013: 1 590 078) with a fair value at 31 December
2014 of 7052197 (31 December 2013: 1628751 ).

6975845

2296847

16.65
16.87

44706939

277691

98826

8993833

2373641

3659333
16299610

38714077

The fair value of shares granted during 2014 is CHF 20 million


(2013: CHF 31 million) calculated based on market value of shares
at grant date.
No options were granted in 2014 and 2013.

30. Personnel expenses


in CHF m
Wages and salaries
Social welfare costs
Shares and options granted to directors and employees

2014

2013

1056

1235

339

344

15

19

Pension costsdefined contribution plans

23

27

Pension costsdefined benefit plans

38

25

Other post-employment benefits


Total personnel expenses
thereof reported under discontinued operations
Total continuing operations

Clariant annual report 2014

13

1458

1651

23

244

1435

1407

203

31. Related party transactions


Clariant maintains business relationships with related parties.
One group consists of the associates and joint ventures, where the
most important ones are described in note 7. The most important
business with these companies is the purchase of services by Clariant
(e.g. energy and rental of land and buildings) in Germany, the rendering of services to the Stahl group following the disposal of the
Leather Business and the rendering of services to Global Amines.
The second group of related parties is key management comprising
the Board of Directors and the Executive Committee. The information required by the ordinance against excessive compensation in
stock exchange listed companies regarding the emoluments for the
members of the Board of Directors and the Executive Committee is
disclosed in the Compensation Report on pages 131 to 144 of this
report. More information on the relationship with the Board of
Directors is given in the chapter Corporate Governance (nonaudited).

thereof joint ventures


thereof associates
Payables to related parties
thereof joint ventures

14

56

48

32

thereof associates

47

16

Loans to related parties

59

61

thereof joint ventures

35

35

thereof associates

24

26

Loans from related parties

thereof joint ventures

thereof associates

109

82

109

82

Guarantees to third parties on behalf of


related parties
thereof joint ventures

2014

2013

Salaries and other short-term benefits

10

Post-employment benefits

Share-based payments

16

18

There are no outstanding loans by the Group to any members of the


Board of Directors or Executive Committee.

32. Commitments and contingencies


2014

2013

52

45

12

11

thereof associates

40

34

Income from the rendering


of services to related parties

54

13

thereof joint ventures

22

thereof associates

32

Expenses from the purchase


of goods from related parties

128

111

thereof joint ventures

36

21

thereof associates

92

90

Expenses from services


rendered by related parties

235

232

thereof joint ventures

23

19

212

213

204

31.12.2013

20

Total

thereof joint ventures

thereof associates

31.12.2014

Receivables from related parties

in CHF m

Transactions with related


parties

Income from the sale


of goods to related parties

in CHF m

Transactions with
Key Management

The third group of related parties are the pension plans of major
subsidiaries. Clariant provides services to its pension plans in
Switzerland, the United Kingdom, and the United States. These
services comprise mainly administrative and trustee services.
The total costs in 2014 of these services is CHF 1 million (2013:
CHF 1 million), of which approximately half is charged back to the
pension plans. The number of full-time employees corresponding
to these is approximately five (2013: approximately five).

in CHF m

Payables and receivables with


related parties

Leasing commitments. The Group leases land, buildings, machinery and equipment, furniture and vehicles under fixed-term agreements. The leases have varying terms, escalation clauses and
renewal rights.
Commitments arising from fixed-term operating leases mainly concern buildings in Switzerland and Germany. The most important
partners for operating leases of buildings in Germany are the Infraserv companies. There exist no particular renewal options other
than annual prolongations in case there is no explicit termination of
the lease contract.

Financial Report
Notes to the consolidated financial statements

Expected expenses for operating leases breakdown by maturities


as follows:
in CHF m
2014

31.12.2014

31.12.2013

44

2015

44

28

2016

29

19

2017

21

14

2018

16

12

2019

13

Thereafter
Total

32

23

155

140

Expenses for operating leases were CHF 66 million in 2014 (2013:


CHF 74 million).
Guarantees. No guarantees in favor of third parties were issued in
2014 and 2013.
Purchase commitments. In the regular course of business, Clariant
enters into relationships with suppliers whereby the Group commits itself to purchase certain minimum quantities of materials in order
to benefit from better pricing conditions. These commitments are
not in excess of current market prices and reflect normal business
operations.
In 2013, Clariant signed a contract to buy a minimum quantity of ethylene starting in 2015 for the next 10 years. This implies a total purchase commitment of about CHF 1.2 billion (2013: CHF 1.6 billion).

In India, Clariant is confronted with a demand notice from the


Sales Tax Authorities. The claim may lead to obligations of up to
CHF 21 million. Clariant is disputing this demand and has filed
appeals. Management is confident that it will be able to produce all
necessary documentation to achieve a revocation of the claim.
In the ordinary course of business, Clariant is involved in lawsuits,
claims, investigations and proceedings, including product liability,
intellectual property, commercial, environmental, and health and
safety matters. Although the outcome of any legal proceedings
cannot be predicted with certainty, Management is of the opinion
that, apart from those cases where a provision has already been
recognized, there are no such matters pending which would likely
have any material adverse effect in relation to its business, financial
position, or results of operations.
Environmental risks. Clariant is exposed to environmental liabilities and risks relating to its past operations, principally in respect
of remediation costs. Provisions for non-recurring remediation costs
are made when there is a legal or constructive obligation and the
costs can be reliably estimated. It is difficult to estimate the action
required by Clariant in the future to correct the effects on the environment of prior disposal or release of chemical substances by
Clariant or other parties, and the associated costs, pursuant to environmental laws and regulations. The material components of the
environmental provisions consist of costs to fully clean and refurbish
contaminated sites and to treat and contain contamination at sites
where the environmental exposure is less severe.

33. Exchange rates of principal currencies


Contingencies. Clariant operates in countries where political, economic, social, legal, and regulatory developments can have an
impact on the operational activities. The effects of such risks on
the companys results, which arise during the normal course of
business, are not foreseeable and are therefore not included in the
accompanying financial statements.
In the aftermath of the procedure to acquire subsequent to the
acquisition of Sd-Chemie, the 1.36% of shares still in possession
of third parties (squeeze-out) at the time, a law office initiated
appraisal proceedings to reassess the adequacy of the cash compensation paid to the minority shareholders. Clariant opines that the
cash compensation agreed is fair and complies with all legal and
economic requirements. At this time it cannot be detemined to what
extent these proceedings will lead to additional financial liabilities.
In connection with the dismantlement of a waste water treatment
plant in France Clariant is faced with a claim by the Swiss-based
group Novartis in the amount of EUR 10 million. Clariant has the
view that this claim is unfounded. The case is currently pending
at court.

Clariant annual report 2014

Rates used to translate the consolidated balance sheets (closing rate):


31.12.2014

31.12.2013

1 USD

0.99

0.89

1 EUR

1.20

1.23

1 BRL

0.37

0.38

1 CNY

0.16

0.15

100 INR

1.57

1.44

100 JPY

0.83

0.85

Sales-weighted average exchange rates used to translate the consolidated income statements and consolidated statements of cash
flows:
1 USD

2014

2013

0.92

0.93

1 EUR

1.21

1.23

1 BRL

0.39

0.43

1 CNY

0.15

0.15

100 INR

1.50

1.59

100 JPY

0.86

0.95

205

34. Important subsidiaries

Country

Company name

Share-/paid
in capital
(in thouCurrency
sands)

Participation
in %

Argentina

Clariant (Argentina) SA, Lomas de Zamora

ARS

54650

100.0

Australia

Clariant (Australia) Pty. Ltd, Glen Waverley

AUD

4402

100.0

Holding/
Finance/
Service

Sales
n

Production

Research

Austria

Clariant (sterreich) GmbH, Vienna

EUR

1035

100.0

Belgium

Clariant Masterbatches Benelux SA,


Louvain-la-Neuve

EUR

9629

100.0

Brazil

Clariant Administrao de Bens Ltda.,


So Paulo

BRL

7696

100.0

Clariant S.A., So Paulo

BRL

184863

100.0

British Virgin
Islands

Clariant Clearwater Technologies Ltd, Tortola

USD

100.0

Clariant Finance (BVI) Ltd, Tortola

CHF

10

100.0

Canada

Clariant (Canada) Inc., Toronto

CAD

10415

100.0

Chile

Clariant Colorqumica (Chile) Ltda.,


Maip-Santiago de Chile

CLP

14797

100.0

China

Clariant (China) Ltd, Hong Kong

HKD

93250

100.0

Clariant Bohai Pigments Preparations (Tianjin)


Ltd, Tianjin

CNY

49176

90.0

Clariant Catalysts (Nanjing) Ltd, Nanjing

USD

45000

100.0

Clariant Chemicals (China) Ltd, Shanghai

USD

10000

100.0

Clariant Chemicals (Guangzhou) Ltd,


Guangzhou

100.0

USD

9500

Clariant Chemicals (Huizhou) Ltd, Daya Bay,


Huizhou

USD

27948

100.0

Clariant China Holding Limited, Hong Kong

HKD

100.0

Clariant Huajin Catalysts (Panjin) Ltd,


Panjin City

CNY

69511

60.0

Clariant Masterbatches (Beijing) Ltd, Beijing

USD

1099

100.0

Clariant Masterbatches (Shanghai) Ltd,


Shanghai

USD

3199

100.0

Clariant Redhill Bentonite (Liaoning) Ltd,


Jianping

USD

3070

100.0

Clariant Specialty Chemicals (Zhenjiang) Co.,


Ltd, Zhenjiang

USD

14400

100.0

Jiangsu Sd-Chemie Chemical Materials Co.,


Ltd, Zhenjiang

EUR

8000

100.0

Jiangsu Sd-Chemie Performance Packaging


Material Co., Ltd, Changshu

EUR

1225

100.0

Sd-Chemie Investment Management


(Shanghai) Co., Ltd, Shanghai

USD

3300

100.0

Colombia

Clariant (Colombia) SA, Cota (Cundinamarca)

COP

2264786

100.0

Finland

Clariant Masterbatches (Finland) Oy, Vantaa

EUR

169

100.0

n
n

France

Germany

206

Clariant Masterbatches (France), Choisy-le-Roi

EUR

1561

100.0

Clariant Production (France), Choisy-le-Roi

EUR

6273

100.0

Clariant Services (France), Choisy-le-Roi

EUR

21200

100.0

n
n

CRM International

EUR

650

100.0

Clariant Advanced Materials GmbH,


Frankfurt a.M.

EUR

102

100.0

Clariant Masterbatches (Deutschland) GmbH,


Lahnstein

EUR

53

100.0

Clariant Produkte (Deutschland) GmbH,


Frankfurt a.M.

EUR

9348

100.0

Financial Report
Notes to the consolidated financial statements

Country

Great Britain

Company name

Share-/paid
in capital
(in thouCurrency
sands)

Participation
in %

Holding/
Finance/
Service

Sales
n

Clariant SE, Frankfurt a.M.

EUR

915

100.0

Clariant Verwaltungsgesellschaft mbH,


Frankfurt a.M.

EUR

2560

100.0

SC Beteiligungsgesellschaft mbH, Bensheim

EUR

32185

100.0

Sd-Chemie IP GmbH & Co. KG, Munich

EUR

25

100.0

Clariant Distribution UK Limited,


Yeadon, Leeds

GBP

10000

100.0

Clariant Horsforth Limited, Yeadon, Leeds

GBP

50

100.0

Clariant Masterbatches UK Ltd, Yeadon, Leeds

GBP

3600

100.0

Clariant Oil Services UK Ltd, Yeadon, Leeds

GBP

400

100.0

Clariant Production UK Ltd, Yeadon, Leeds

GBP

17254

100.0

Clariant Services UK Ltd, Yeadon, Leeds

GBP

50000

100.0

n
n

Sd-Chemie Hellas Monoprosopi E.P.E.,


Adamas, Milos

EUR

555

100.0

Guatemala

Clariant (Guatemala) SA, Guatemala City

GTQ

14000

100.0

Clariant Trading (Guatemala) SA,


Guatemala City

GTQ

10

100.0

Clariant Chemicals (India) Ltd, Thane

INR

266607

63.4

Clariant India Private Limited, New Delhi

INR

500

100.0

P.T. Clariant Specialties Indonesia, Tangerang

USD

500

100.0

P.T. Clariant Adsorbents Indonesia,


Cileungsi, Bogor

IDR

12375000

100.0

PT. Clariant Indonesia, Tangerang

USD

23950

100.0

Indonesia

Ireland

Clariant Masterbatches Ireland Limited, Naas

EUR

411

100.0

Italy

Clariant (Italia) S.p.A., Milan

EUR

36000

100.0

Japan

n
n

n
n

n
n

Clariant Masterbatches (Italia) S.p.A., Milan

EUR

3000

100.0

Clariant Prodotti (Italia) S.p.A., Milan

EUR

1000

100.0

Societ Sarda di Bentonite S.r.l., Santa Giusta

EUR

2050

100.0

Sd-Chemie Imic Italia S.r.l., Silvano Pietra

EUR

3335

75.0

Clariant (Japan) K.K., Tokyo

JPY

450000

100.0

Clariant Catalysts (Japan) K.K., Tokyo

JPY

543594

61.4

Clariant Industrial Minerals (Korea) Co., Ltd,


Pohang, Gyeongbuk

KRW

7067990

100.0

Liechtenstein

Clariant Insurance AG, Triesen

CHF

5000

100.0

Luxemburg

Clariant Finance (Luxembourg) S.A.,


Luxemburg

EUR

52990

100.0

Clariant (Malaysia) Sdn. Bhd., Kuala Lumpur

100.0

MYR

12347

Clariant Masterbatches (Malaysia) Sdn Bhd,


Petaling Jaya

MYR

2000

60.0

Clariant Oil Services (Malaysia) Sdn Bhd

MYR

137

48.9

Clariant (Mexico) S.A. de C.V.,


Ecatepec de Morelos

MXN

23106

100.0

Clariant Productos Qumicos S.A. de C.V.,


Ecatepec de Morelos

MXN

5781

100.0

Morocco

Clariant (Maroc) S.A., Casablanca

MAD

31250

100.0

Netherlands

Clariant Participations (The Netherlands) B.V.,


Maastricht

EUR

20

100.0

New Zealand

Clariant (New Zealand) Ltd, Auckland

NZD

1000

100.0

Mexico

n
n

Korea

Malaysia

Research

Greece

India

Production

Clariant annual report 2014

n
n

207

Share-/paid
in capital
(in thouCurrency
sands)

Participation
in %

Holding/
Finance/
Service

Country

Company name

Sales

Production

Norway

Clariant Oil Services Scandinavia AS, Bergen

NOK

4725

100.0

Aerochem AS

100.0

NOK

200

Pakistan

Clariant Chemical Pakistan (Pvt) Ltd,


Karachi-Korangi

PKR

1130226

100.0

Peru

Clariant (Per) SA, Lima

PEN

25063

100.0

Poland

Clariant Polska Spolka z.o.o., Zgierz

PLN

1546

100.0

Sd-Chemie Polska Sp. z o.o., Gdansk

PLN

3885

100.0

Qatar

Clariant Qatar W.L.L., Mesaieed

QAR

60000

65.0

Russia

Clariant (RUS) LLC, Moscow

RUB

12700

100.0

Saudi Arabia

Clariant Masterbatches (Saudi Arabia) Ltd,


Riyadh

SAR

16000

53.0

Singapore

Clariant (Singapore) Pte. Ltd, Singapore

SGD

2500

100.0

Clariant South East Asia Pte. Ltd, Singapore

SGD

1560

100.0

Clariant Sasol Catalysts (Proprietary) Limited,


Chloorkop, Gauteng

ZAR

1417

80.0

Clariant Southern Africa (Pty) Ltd. Chloorkop,


Gauteng

ZAR

100.0

Clariant Ibrica Produccin S.A.,


El Prat de Llobregat

EUR

6023

100.0

Clariant Ibrica Servicios S.L.,


El Prat de Llobregat

EUR

358

100.0

Clariant Masterbatch Ibrica S.A.,


Sant Andreu de la Barca

EUR

2524

100.0

Clariant (Sverige) Holding AB, Mlndal

SEK

10000

100.0

South Africa

Spain

Sweden

Switzerland

SEK

3200

100.0

SEK

400

100.0

Clariant Beteiligungen AG, Muttenz

CHF

100

100.0

Clariant Chemiebeteiligungen AG, Muttenz

CHF

96929

100.0

Clariant Consulting AG, Muttenz

CHF

200

100.0

Clariant International AG, Muttenz

CHF

180704

100.0

Clariant Oil Services AG

CHF

300

100.0

Clariant Produkte (Schweiz) AG, Muttenz

CHF

5000

100.0

Clariant Reinsurance AG, Muttenz

CHF

3000

100.0

EBITO Chemiebeteiligungen AG, Muttenz

CHF

202

100.0

LiFePO4+C Licensing AG, Muttenz

CHF

100

100.0

Infrapark Baselland AG

CHF

5000

100.0

n
n

Taiwan

Clariant Chemicals (Taiwan) Co., Ltd, Taipei

TWD

23888

100.0

Thailand

Clariant (Thailand) Ltd, Klongton, Bangkok

THB

400000

100.0

Clariant Masterbatches (Thailand) Ltd,


Chonburi

THB

225000

100.0

Clariant (Trkiye) A.S., Gebze

TRY

8702

100.0

Clariant (Gulf ) FZE, Jebel Ali, Dubai

AED

1000

100.0

Ukraine

Clariant Ukraine LLC, Severodonetsk

UAH

28688

100.0

USA

Clariant Corporation, Charlotte, NC

USD

Katapullt LLC, Albany, NY

USD

Octagon Process, L.L.C., Las Vegas, NV

USD

100.0

Clariant Venezuela, S.A., Maracay

VEF

7345

100.0

Venezuela

208

Clariant Masterbatches Norden AB, Malm

Turkey

Aerochem AB

UAE

Research

100.0

100.0

n
n

Financial Report
Notes to the consolidated financial statements

35. Events subsequent to the balance sheet date


Acquisition of the remaining 50% of shares in
Companhia Brasileira de Bentonita in Brazil
On 12 January 2015, Clariant announced it has signed an agreement
to acquire the remaining 50% shares of Companhia Brasileira de
Bentonita (CBB) from Geosol. This transaction aims to secure valuable clay reserves for Clariants bleaching earth operations and
to take full ownership of a bentonite plant. The expected purchase
price amounts to CHF 6 million.

Swiss National Bank announcement for the


discontinuance of the minimum exchange rate of
CHF 1.20 per EUR 1.00
On 15 January 2015, the Swiss National Bank announced that it
was discontinuing the minimum exchange rate of 1.20 Swiss franc
per euro. The figures presented in the Annual Financial Report
of Clariant do not reflect any changes in the exchange rates after
31 December 2014. Since Clariant presents its consolidated accounts
in Swiss francs the changes in exchange rates after 15 January
2015 will materially affect the consolidated financial statements of
the Clariant Group. Clariant is still in the process of assessing
in detail the impact these changes will have both on its activities
and on the financial reporting.

Clariant annual report 2014

209

Report of the statutory auditor to


the general meeting of Clariant Ltd,
Muttenz
Report of the statutory auditor on the
consolidated financial statements
As statutory auditor, we have audited the consolidated financial
statements of Clariant Ltd, which comprise the consolidated balance sheet, consolidated income statement, consolidated statement of
comprehensive income, consolidated statement of changes in
equity, consolidated statements of cash flows and notes (pages 148
to 209), for the year ended 31 December 2014.

Board of Directors Responsibility


The Board of Directors is responsible for the preparation and fair
presentation of the consolidated financial statements in accordance
with the International Financial Reporting Standards (IFRS) and
the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error. The Board of Directors is further responsible
for selecting and applying appropriate accounting policies and
making accounting estimates that are reasonable in the circumstances.

Auditors Responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We conducted our audit
in accordance with Swiss law and Swiss Auditing Standards as well
as the International Standards on Auditing. Those standards
require that we plan and perform the audit to obtain reasonable
assurance whether the consolidated financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entitys preparation and fair presentation of the consolidated financial statements
in order to design audit procedures that are appropriate in the cir-

cumstances, but not for the purpose of expressing an opinion


on the effectiveness of the entitys internal control system. An audit
also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of accounting estimates made,
as well as evaluating the overall presentation of the consolidated
financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
audit opinion.

Opinion
In our opinion, the consolidated financial statements for the year
ended 31 December 2014 give a true and fair view of the financial position, the results of operations and the cash flows in accordance
with the International Financial Reporting Standards (IFRS) and
comply with Swiss law.

Report on other legal requirements


We confirm that we meet the legal requirements on licensing
according to the Auditor Oversight Act (AOA) and independence
(article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss
Auditing Standard 890, we confirm that an internal control system
exists which has been designed for the preparation of consolidated
financial statements according to the instructions of the Board of
Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers Ltd

Dr. Daniel Suter


Audit expert
Auditor in charge

Ruth Sigel
Audit expert

Basel, 16 February 2015

PricewaterhouseCoopers Ltd, St. Jakobs-Strasse 25, Postfach, 4002 Basel, Switzerland


Telephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers Ltd is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

210

Financial Report
Review of trends

Review of trends
Five-year Group overview
Five-year Group overview 20102014

Segment sales

CHF m

2014

2013

20123
(restated)

2012

20112
(restated)

2011

2010

6142

6113

6073

6073

5598

7413

7190

Change relative to preceding year:


in Swiss francs

in local currency

16

13

CHF m

6116

6076

6038

6038

5571

7370

7120

Group sales1
Change relative to preceding year:
in Swiss francs
in local currency
Operating income before exceptionals
Change relative to preceding year

16

13

CHF m

585

574

546

531

624

717

696
158

as a % of sales
Operating income
Change relative to preceding year

CHF m
%

EBITDA

Change relative to preceding year

Change relative to preceding year

Change relative to preceding year

9.8

525

470

411

396

432

507

366

39

6.6

7.8

6.9

5.1

CHF m

923

797

690

675

643

786

646

16

16

22

146

15.1

13.1

11.4

11.2

11.5

10.7

9.1

867

858

817

802

835

975

901

82

14.2

14.1

13.5

13.3

15.0

13.2

12.7

%
CHF m

217

228

238

251

251

191

98

31

31

3.4

2.7

CHF m

310

292

311

311

370

370

224
66

%
CHF m
%

16

16

65

65

1435

1407

1434

1452

1341

1623

1646
6

23

23

24

24

24

22

23

Number

17003

18099

21202

21202

22149

22149

16176

15

37

37

as a % of sales
Employees at year-end

9.7

as a % of sales
Personnel costs

11.2

6.8

as a % of sales
Investment in property, plant and equipment

8.8

14

as a % of sales
Net income

15

9.0

7.7

EBITDA before exceptionals

Change relative to preceding year

13

12

as a % of sales
Change relative to preceding year

5
9.4

8.6

as a % of sales
Change relative to preceding year

2
9.6

Including trading.

Restated for the effects of discontinued operationssee note 1.04 of Annual Report 2012.

Restated for the effects of the revised IAS 19see note 1.03 of Annual Report 2013.

Clariant annual report 2014

211

clariant ltd balance sheets


at 31 December 2014 and 2013

31.12.2014
in CHF

in %

31.12.2013
in CHF

in %

Assets
Non-current assets
Shareholdings in Group companies

2371124758

1890338974

Loans to Group companies

1993354368

2209883341

Loans to related parties

1409323

1959760

Loans to third parties

4590000

22380090

27572527

Intangible assets
Total non-current assets

4392858539

86.6

4129754602

79.3

Current assets
139385258

451673940

Other receivables

Receivables from Group companies

8680135

20344554

Accrued income and prepaid expenses

3739265

1123296

202110022

222576621

Marketable securities
Short-term deposits

159494461

234671217

Cash and cash equivalents

165216310

146259705

Total current assets


Total assets

678625451

13.4

1076649333

20.7

5071483990

100.0

5206403935

100.0

Equity and liabilities


Total share capital

1228175036

1228175036

1495261386

1572625867

Reserves
General reserve
thereof reserves from capital contributions1
thereof from retained earnings2
Reserve for treasury shares

2759559377

2836923858

1264297991

1264297991

172957098

189774673

thereof reserves from capital contributions1

86873624

124409724

thereof from retained earnings

86083474

65364949

403092363

423807861

2071310847

2186208401

Free reserves
Total reserves
Accumulated gains
Gain for the financial year

140011069

3027

Total accumulated gains

140011069

3027

Total equity

3439496952

67.8

3414386464

65.6

Liabilities
Non-current liabilities
Straight bonds

970000000

1010000000

Certificate of indebtedness

152671000

154679233

27853406

44647397

Loans to third parties


Loans from Group companies

4590000

Total non-current liabilities

1155114406

9406008
22.8

1218732638

23.4

Current liabilities
Straight bonds
Certificate of indebtedness
Provisions
Liabilities to Group companies
Other liabilities
Accrued expenses
Total current liabilities

200000000

327250885

1763055

2303305

238499860

197791350

34664757

29355153

1944960

16584140

476872632

9.4

573284833

Total liabilities

1631987038

32.2

1792017471

11.0
34.4

Total equity and liabilities

5071483990

100.0

5206403935

100.0

The Swiss Federal Tax Administration confirmed qualifying capital contributions of approximately CHF 1.7 billion in 2011. For further information see also note 9 to the financial statements of Clariant Ltd.

This amount corresponds to capital contribution reserves formerly offset with losses. For further information see also note 9 to the financial statements of Clariant Ltd.

212

Financial Report
Financial statements of Clariant Ltd, Muttenz

Clariant Ltd Income statements

for the years ended 2014 and 2013

2014
in CHF

2013
in CHF

191048833

526557451

Income
Income from participations and interests on loans
Income from cash and cash equivalents, marketable securities and short-term deposits

20116709

61975770

Exchange rate gains realized

59922036

114178746

14668834

Reversal of tax provision


Reversal of depreciation of financial assets

141800000

Other income

20938688

15377146

Total income

433826266

732757947

Financial expenses

90055298

169745718

Administrative expenses

91785395

101700494

Expenses

Other expenses (including taxes)


Depreciation of financial assets
Exceptional expenses

8627643

3317348

103346861

443440981

14550379

Total expenses

293815197

732754920

Gain for the financial year

140011069

3027

Clariant annual report 2014

213

Notes to the financial statements


of Clariant Ltd
1. Accounting policies
Introduction. The statutory financial statements of Clariant Ltd
comply with the requirements of the Swiss company law.
Exchange rate differences. Balance sheet items denominated in
foreign currencies are converted at year-end exchange rates.
Realized exchange gains and losses as well as all unrealized exchange
losses are recorded in the income statement.
Financial assets. These are valued at acquisition cost less adjustments for impairment of value.
Provisions. Provisions are made to cover existing liabilities.

3. Financial assets
After a regular review of the cash generating capabilities of all
subsidiaries of Clariant Ltd, investments were revalued in the
amount of CHF 142 million and written down in the amount of
CHF 104 million in the financial year.
In the year 2014, hidden reserves in the net amount of CHF 295
million were reversed.
The principal direct and indirect affiliated companies and other
holdings of Clariant Ltd are shown on pages 206 to 208 of the
Financial Report of the Clariant Group.

4. Cash, marketable securities,


and current financial assets
Securities include treasury shares valued at market value in the amount
of CHF 202 million (2013: CHF 215 million). See also note 6.

2. Basis of preparation
Applying the transitional provisions of the new accounting law,
these financial statements have been prepared in accordance with
the provisions on accounting and financial reporting of the Swiss
Code of Obligations effective until 31 December 2012.

Because of the increasing share price a revaluation of the treasury


shares of CHF 6 million was recorded.

5. Share capital
Capital issued

31.12.2014

31.12.2013

Number of registered shares each with a par value of CHF 3.70 (2013: CHF 3.70)

331939199

331939199

1228175036

1228175036

31.12.2014

31.12.2013

In CHF
Conditional capital
Number of registered shares each with a par value of CHF 3.70 (2013: CHF 3.70)
In CHF

214

3811886

3811886

14103978

14103978

Financial Report
Notes to the financial statements of Clariant Ltd

6. Treasury shares

Holdings at 1 January
Shares purchased at market value
Shares sold to counterparty out of options (management options 2008)
Shares sold at market value
Shares transferred to employees
Holdings on 31 December

Each registered share has a par value of CHF 3.70 (2013: CHF 3.70).

2014

2013

13204851

16070280

1200000

1208444

2067500

1580456

507944

736475

1498429

12087920

13204851

The average price of shares sold in 2014 was CHF 17.04


(2013: CHF 12.83).

The average price of shares bought in 2014 was CHF 17.27


(2013: CHF 13.53).

7. Reconciliation of equity

in CHF

Share capital

General reserve
from capital
contribution1

Balance 31 December 2013

1228175036

Treasury share transactions

Reserve for treasury shares

from
retained
from capital
earnings2 contribution1

2836923858 1264297991
37536100

Free
reserves

Net income

Total

3027

3414386464

from
retained
earnings

124409724

65364949

423807861

37536100

20718525

20718525

Reclassification of profit carryforward to free reserves

3027

Distribution

3027

114900581
1228175036

2759559377 1264297991

0
114900581

Profit of the financial year


Balance 31 December 2014

86873624

86083474

403092363

140011069

140011069

140011069

3439496952

The Swiss Federal Tax Administration confirmed qualifying capital contributions of approximately CHF 1.7 billion in 2011. For further information see also note 9 to the financial statements of Clariant Ltd.

This amount corresponds to capital contribution reserves formerly offset with losses. For further information see also note 9 to the financial statements of Clariant Ltd.

Clariant annual report 2014

215

8. Bonds and certificates of indebtedness


Amount
31.12.2014

Amount
31.12.2013

20112014

299160

20112016

152671

152671

mixed

20122014

30348

Straight bond

2.750

20112015

200000

200000

Straight bond

3.125

20112017

100000

100000

in CHF thousands

Interest rate

Term

Certificate of indebtedness

mixed

Certificate of indebtedness

mixed

Certificate of indebtedness

Straight bond

3.250

20122019

285000

285000

Straight bond

2.500

20122018

250000

250000
175000

Straight bond

3.500

20122022

175000

Straight bond

2.125

20142024

160000

1322671

1492179

Total

On 17 October 2014, Clariant launched a CHF 160 million domestic


bond for a term of ten years, with a coupon of 2.125% per annum
and an issue price of 101.053% for the first tranche of CHF 150 million and 101.412% for the second tranche of CHF 10 million.
On 21 October 2014, the certificates of indebtedness issued in 2011
and 2012 with notional amounts of EUR 242 million and EUR 25
million respectively, reached maturity and were repaid.

9. General reserves
The general reserve must be at least 20% of the share capital of
Clariant Ltd as this is the minimum amount required by the Swiss
Code of Obligations.
As from 2011, if certain conditions are met, qualifying capital contributions made to Clariant Ltd by its shareholders since 1997 can
be distributed without being subject to Swiss withholding tax.

Qualifying capital contribution reserves of approximately


CHF 1.7 billion are confirmed by the Swiss Federal Tax Administration (SFTA).
The SFTA is of the opinion that capital contribution reserves which
were formerly offset with losses of CHF 1.26 billion will not qualify
as capital contribution reserves anymore (even if compensated with
newly generated retained earnings). Clariant Ltd does not unconditionally share this opinion, why such potential capital contribution
reserves are also documented as capital contribution reserves in
the balance sheet.

10. Reserve for treasury shares


Clariant Ltd has met the legal requirements for treasury shares
required by the Swiss Code of Obligations.

11. Contingent liabilities

in CHF m
Outstanding liabilities as guarantees in favor of Group companies

The company belongs to the Swiss value-added tax (VAT) group of


Clariant International Ltd, and thus carries joint liability to the Swiss
federal tax authority for value-added tax.

216

Outstanding
liabilities
31.12.2014

Outstanding
liabilities
31.12.2013

822

832

Financial Report
Notes to the financial statements of Clariant Ltd

12. Shareholdings of members of the Board of Directors and the Executive Committee
1. Board of Directors
Shares held

Name

Number of
shares granted1

Number of
shares granted

Number of
shares within
vesting period

Number of
shares within
vesting period

Number of
privately
held shares

Number of
privately
held shares
31.12.2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

Rudolf Wehrli

12904

11258

43132

26874

Gnter von Au

9678

8444

26732

18288

Peter Isler

6452

5629

64375

56746

Peter Chen

6452

5629

12821

12923

Dominik Koechlin

6452

5629

23921

18292

Carlo G. Soave

6452

5629

27921

22292

Hariolf Kottmann2

See EC Overview

Dolf Stockhausen

6452

5629

11594625

11783396

Konstantin Winterstein

6452

5629

6002861

5985040

61294

53476

17796388

17923851

Number of
options granted

Number of
options granted

Number of
options within
vesting period

Number of
options within
vesting period

Number of
excercisable
options

Number of
excercisable
options

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

30120

61870

Total
Options held

Name
Rudolf Wehrli
Gnter von Au

Peter Isler

47946

47946

Peter Chen

47946

Dominik Koechlin

47946

47946

Carlo G. Soave

24096

47946

Dolf Stockhausen

Konstantin Winterstein

Total

150108

253654

Hariolf Kottmann

See EC Overview

The number of shares granted as part of the BoD share program will be determined after the balance sheet date. The number disclosed is based on the amount of an estimated fair value of the shares at the

grant date. Therefore corrections are necessary.


2

After taking over the function as CEO, no further Board of Directors' compensations are extended. Please refer to the Executive Committee table.

For detailed information regarding emoluments of the Board of


Directors and the Executive Committee, please refer to the Compensation Report on pages 131 to 144.

Clariant annual report 2014

217

2. Executive Committee
Shares held

Name
Hariolf Kottmann

Number of
shares granted1

Number of
shares granted

Number of
shares within
vesting period

Number of
shares within
vesting period

Number of
privately
held shares

Number of
privately
held shares

for 2014

for 2013

31.12.2014

31.12.2013

31.12.2014

31.12.2013

76303

87627

212289

205489

444814

521098

Patrick Jany

38152

48084

115569

114559

265168

221880

Christian Kohlpaintner

38152

48084

115569

114559

201307

158019

Mathias Ltgendorf
Total

38152

48084

115569

114559

292213

305613

190759

231879

558996

549166

1203502

1206610

Number of
options granted

Number of
options granted

Number of
options within
vesting period

Number of
options within
vesting period

Number of
excercisable
options

Number of
excercisable
options
31.12.2013

Options held

Name

31.12.2014

31.12.2013

31.12.2014

31.12.2013

31.12.2014

Hariolf Kottmann

263200

383682

263382

Patrick Jany

131600

191841

290241

Christian Kohlpaintner

131600

120000

50241

Mathias Ltgendorf

131600

120241

Total

658000

695523

724105

The number of shares granted as part of the matching share program will be determined after the balance sheet date. The number disclosed is based on a bonus payout of 92 %, the amount of variable esti-

mated remuneration accrued and an estimated fair value of the shares at the grant date. Therefore corrections are necessary.

For detailed information regarding emoluments of the Board of


Directors and the Executive Committee, please refer to the Compensation Report on pages 131 to 144.

218

Financial Report
Notes to the financial statements of Clariant Ltd

13. Voting and legal registration limitations


In accordance with article 5 of the Articles of Incorporation, no limitations exist with regard to registration of shares which are acquired in ones own name and on ones own account. Special rules
exist for nominees.
In accordance with article 13 of the Articles of Incorporation, each
share has the right to one vote.

14. Significant shareholdings of 3%


or more of total capital
Based on the notifications received by Clariant and published
by SIX Exchange Regulation, as at 31 December 2014 the following
shareholders held more than 3% of voting rights in Clariant:
Shareholders

Voting rights

Group of former shareholders of Sd-Chemie AG1


Thereof (as a separate sub-group), Blue Beteiligungsgesellschaft
mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany)
and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld,
82064 Grossdingharting (Germany)2

13.89%
3.73%

Cymbria, Canada
Edge Point Global Portfolio, Canada
Edge Point Canadian Growth and Income Portfolio, Canada
Edge Point Canadian Portfolio, Canada
Edge Point Global Growth and Income Portfolio, Canada
St. James Place Global Equity Unit Trust, UK

3.06%

APG Asset Management N.V., Amsterdam, Netherlands

3.01%

1 The following former shareholders of Sd-Chemie AG form a group:


Wilhelm, Dr. Winterstein, Germany

Konstantin Alfred Winterstein, Germany

Dolf, Dr. Stockhausen, Switzerland

Max-Theodor, Dr. Schweighart, Germany

Axel, Dr. Schweighart, Germany

Peter, Dr. Schweighart, Germany

Rosemarie Schweighart, Germany

Moritz Ostenrieder, Germany

Dominique Kraus, Germany

Christian Ratjen, Germany

Karl, Dr. Wamsler, Germany

Bettina Wamsler, Germany

Irene W. Banning, USA

Pauline Joerger, USA

Susanne Wamsler-Singer, USA

Marianne Kunisch, Germany

Caroline A, Dr. Wamsler, USA

Maximilian Ratjen, Germany

Amelie Ratjen, Germany

Julius Ratjen, Germany

Christof Ratjen, Germany

Elisabeth Prinzessin zu Sayn-Wittgenstein, Germany

Christopher Weitnauer, Germany

Georg A. Weitnauer, Germany

Johanna Bechtle, Germany

Charlotte Bechtle, Germany

Kaspar Bechtle, Germany

Clara Redetzki, Germany

Luisa Redetzki, Germany

Marie Redetzki, Germany

Karl T. Banning, USA

Sophia P. Joerger, USA

Schuyler H. Joerger, USA


2 According to a disclosure notification published on 18 January 2013, a group consisting of Konstantin
Winterstein, 80333 Mnchen, Germany and Elisabeth Prinzessin zu Sayn-Wittgenstein,

Disclosure notifications during the financial year 2014 notified to


the Stock Exchange Disclosure Office pursuant to Art. 20 of the
Stock Exchange Act as well as further information in relation to
disclosure notifications can be found on the SIX Swiss Exchange
reporting platform: http://www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_de.html
At 31 December 2014, former shareholders of Sd-Chemie AG, who
had exchanged their shares against Clariant shares in April 2011,
held a total of 13.89% of the share capital of Clariant. These shareholders were affiliated with each other for family or other reasons
(especially the Wamsler, Winterstein, Schweighart and Stock
hausen families). According to a disclosure notification to SIX
Exchange Regulation dated 21 October 2013, they were no longer
considered a single group; however, they formed a group again
holding 13.3% of Clariant shares, according to a disclosure notice to
SIX Exchange Regulation dated 11 February 2014, and increased
their holding to 13.89% pursuant to a disclosure notice to SIX
Exchange Regulation dated 12 December 2014.
At 31 December 2014, Clariant AG itself held 12 087 920 shares in
treasury, corresponding to 3.64% of the share capital.
In addition, at 31 December 2013, the following shareholders held
a participation of 3% or more of the total share capital: Dr. Dolf
Stockhausen, Ennetbrgen (Switzerland) and Konstantin Winterstein, Mnchen (Germany) (Lock-up Group II), 4.11%; Blue
Beteiligungsgesellschaft mbH, Grossdingharting (Germany) and
Maple Beteiligungsgesellschaft mbH, Grossdingharting (Germany),
3.73%; Credit Suisse Funds AG, Zurich (Switzerland): 3.28%; UBS
Funds Management (Switzerland) AG, Basel (Switzerland): 3.09%.

15. Risk management


The Board of Directors and Group Management annually engage
in a comprehensive risk assessment procedure, which includes the
risks arising on the activities of Clariant Ltd. In the process, the
enterprise risks and their developments are analyzed and it is ensured that measures to the effect of their containment are implemented. Particular attention is paid to the risks of financial reporting.
A more detailed description of the risk assessment can be found
in the notes of the consolidated financial statements in note 2, Enterprise risk management, on page 159.

80333 Mnchen, Germany holds 3.73% partially through Blue Beteiligungsgesellschaft mbH,
Grossdingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Grossdingharting
(Germany). The 3.73% held by this group are included in the 13.89% mentioned under footnote 1,
but build a separate sub-group.

Clariant annual report 2014

219

Appropriation of available earnings


The Board of Directors proposes to appropriate the profit of 2014 of
Clariant Ltd in the amount of CHF 140011069 as follows.
Annual result

in CHF

Carried forward from previous year

Profit for the year 2014

140011069

Total available unappropriated earnings

140011069

Appropriation

in CHF

Free reserves as at 31 December 2014

403092363

Transfer to free reserves

140011069

Free reserves as at 1 January 2015

543103432

Balance to be carried forward


Distribution of CHF 0.40 per share from
capital contribution reserves1 

127950000

Depending on the number of issued shares on the date of the distribution. Shares held by Clariant

Ltd or its subsidiaries are not entitled to a distribution and are not taken into account. The distribution amount is therefore expected to be in the region of CHF 127950000.

Distribution of reserves from capital contribution


The Board of Directors proposes a distribution from the confirmed
capital contribution reserves of CHF 0.40 per share (following
reclassification of the full distribution amount from general reserves
to free reserves).

220

Financial Report
Notes to the financial statements of Clariant Ltd

Report of the statutory auditor to


the general meeting of Clariant Ltd,
Muttenz
Report of the statutory auditor on the
financial statements
As statutory auditor, we have audited the financial statements of
Clariant Ltd, which comprise the balance sheet, income statement
and notes (pages 212 to 219), for the year ended 31 December 2014.

Opinion
In our opinion, the financial statements for the year ended 31
December 2014 comply with Swiss law and the companys articles
of incorporation.

Report on other legal requirements


We confirm that we meet the legal requirements on licensing
according to the Auditor Oversight Act (AOA) and independence
(article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

Board of Directors Responsibility


The Board of Directors is responsible for the preparation of the
financial statements in accordance with the requirements of
Swiss law and the companys articles of incorporation. This responsibility includes designing, implementing and maintaining an
internal control system relevant to the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error. The Board of Directors is further responsible for
selecting and applying appropriate accounting policies and making
accounting estimates that are reasonable in the circumstances.

In accordance with article 728a paragraph 1 item 3 CO and Swiss


Auditing Standard 890, we confirm that an internal control system
exists which has been designed for the preparation of financial
state-ments according to the instructions of the Board of Directors.

Auditors Responsibility

PricewaterhouseCoopers Ltd

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers the internal control
system relevant to the entitys preparation of the financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entitys internal control system. An
audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates
made, as well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

We further confirm that the proposed appropriation of available


earnings complies with Swiss law and the companys articles of
incorporation. We recommend that the financial statements submitted to you be approved.

Dr. Daniel Suter


Audit expert
Auditor in charge

Ruth Sigel
Audit expert

Basel, 16 February 2015

PricewaterhouseCoopers Ltd, St. Jakobs-Strasse 25, Postfach, 4002 Basel, Switzerland


Telephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers Ltd is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

Clariant annual report 2014

221

Forward-looking statements
Forward-looking statements contained herein are qualified in their
entirety as there are certain factors that could cause results to differ
materially from those anticipated. Investors are cautioned that all
forward-looking statements involve risks and uncertainty. In addition
to the factors discussed above, among the factors that could cause
actual results to differ materially are the following: the timing and
strength of new product offerings; pricing strategies of competitors;
the companys ability to continue to receive adequate products from
its vendors on acceptable terms, or at all, and to continue to obtain
sufficient financing to meet its liquidity needs; and changes in the
political, social and regulatory framework in which the company
operates or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a
global, regional or national basis.

222

Financial

calendar

29 April 2015

29 October 2015

First Quarter 2015 Results

18 February 2015
Full-Year 2014 Result

January

February

March

Clariant Annual Report 2014

31 March 2015

30 July 2015

Annual General Meeting

April

May

Nine Month 2015 Results

First Half 2014 Results

June

July

August

September

October

November

December

223

Publication
details

Publisher

editor

Clariant International Ltd, Muttenz

GFD Finanzkommunikation, Frankfurt

Contact

Design, graphics and layout

Investor Relations
Siegfried Schwirzer
Phone +41 61 469 63 73
Fax +41614696767

Kuhn, Kammann & Kuhn GmbH, Cologne

Group Communications
Kai Rolker
Phone +41 61 469 63 63
Fax +41614697549
Editor-in-Chief
Claudia Kamensky
Financial Editor
Philipp Baberschke

Website
www.clariant.com

Ordering address
Orders may be placed on the Clariant website: www.clariant.com
or sent in writing to the following address:
Clariant International Ltd
Investor Relations
Rothausstrasse 61
4132 Muttenz
Switzerland
Product and service marks protected by Clariant in many countries
TM

Product and service marks licensed to Clariant in many countries

2014 Clariant International Ltd, Rothausstrasse 61, 4132 Muttenz, Switzerland

224

Credits
Jo Rttger: p. 3 5; 8 35; 42; 55; 67; 75; 83; 91
Masterfiles: p. 60/61; 68/69; 76/77; 84/85

Printing
Neidhart + Schn, Zurich

Note about forward-looking


statements
This report contains forward-looking statements based on current
assumptions and projections made by management. Such statements are subject to known and unknown risks, uncertainties and
other factors which may cause the actual results and performance of
Clariant International Ltd to differ from those expressed in, implied
or projected by the forward-looking information and statements.
The information published in this report is provided by Clariant International Ltd and corresponds to the status as of the date of publication of this report.

Disclaimer
Clariant International Ltd published Annual Reports in English
and German. The English version is legally binding.

Clariant

AT A glance
Innovation

213 m

Global R&D
Centers

R&D Expenditures
in CHF

1050

People in R&D

3.5%

>7000

> 130

of Group
Sales 2014

Patents

Scientific
Collaborations

Performance

6116m

14.2 %

0.40

Sales in CHF

EBITDA Margin*

Distribution per
Share in CHF

334m

235m

Operating Cash in CHF

Net Income from Continuing


Operations in CHF

*before exceptional
items

1263m
Net Debt in CHF

Planet

Environmental
Targets by
2025 in %

Reduce Energy Consumption

Reduce Direct CO2 Emissions

Reduce Emissions from


Greenhouse Gases

30

30

35

Reduce Water Consumption

Reduce Volume of Waste Water

Reduce Volume of Waste

35

40

35

People

17003
Employees
FTE

44%

11%

25%

Europe

NORAM

Asia/Pacific

5%
15%
LATAM

Middle East &


Africa

Five-Year Group Overview


2010 2014

CHF m

Group sales

2014
6116

2013
6076

2012
6038

2011

2010

7370

7120

Change relative to preceding year


in Swiss francs (%)

in local currencies (%)

16

13

Operating income before exceptionals

5851

5741

5461.2

717

696

1.2

366

Operating income

525

470

411

507

EBITDA before exceptionals

8671

8581

8171.2

975

901

EBITDA

9231

7971

6901.2

786

646

Net income

2351

3231

2031.2

251

191

Basic earnings per share

0.551

0.981

0.681.2

0.86

0.81

Distribution per share

0.40

0.36

0.33

0.30

EBITDA margin before exceptionals (%)

14.2

14.1

13.52

13.2

12.7

Return on invested capital (ROIC) (%)

9.41

9.51

9.41

13.1

18.1

Operating cash flow

334

301

468

206

642

Investment in property, plant


and equipment
Research & Development expenditures
Depreciation and amortization
Net working capital

310

292

311

370

224

2131

1991

1751

176

135

282

284

316

258

205

1442

1132

1169

1036

1079

19.11

17.11

17.91

19.6

15.9

Total assets

7915

8174

9 4672

9081

5921

Equity (including non-controlling


interests)

2733

2780

2 6662

3026

1806

34.5

34.0

28.22

33.3

30.5

Net financial debt

1263

1500

1789

1740

126

Gearing ratio (%)

46

54

672

58

17003

18099

21202

22149

16176

in % of sales

Equity ratio (%)

Employees

Continuning Operations (see note 1.04 in the Financial Report of the 2012 Annual Report)

Restated (see note 1.03 of the Financial Report of the 2013 Annual Report)

Clariant INTERNATIONAL LTD

www.clariant.com

SAP-Nr. 1113639

Rothausstrasse 61
4132 Muttenz
Switzerland
Clariant International Ltd, 2015

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