2019 Annual ReportAnnual Annual Report 2019 02 Delivering Customer Value Oerlikon’s technologies and services are engineered to enhance the performance of customers’ industrial compo- nents and production systems. They enable efficiency gains, savings in cost, energy and resources and extend the lifetime of tools and components. They empower customers to do things they could not do before. Oerlikon’s surface solutions enhance material and surface properties to provide over 20 possible functions like wear, thermal, abrasion, corrosion and environmental protection. The company’s solutions address the challenges faced by industries and customers. The treated surface now has a purpose and added value for the customer. Oerlikon’s manmade fibers equipment and systems are optimally designed to support the balance between cost reduction, production efficiency and consistent quality. Customers benefit from reduced energy consumption and a smaller equipment footprint for the production of filaments, yarns and nonwovens. Aerospace Automotive Power Generation 5% 2 – 4% 2% overall increase in engine reduction in fuel overall efficiency increase for efficiency consumption a 530 megawatt gas turbine General Apparel & Industries & Industrial Tooling Textiles ~67% ~30% extension of tool lifetime energy savings 03 Leading Technology & Engineering Group Oerlikon engineers materials, equipment and surfaces and provides expert services to enable customers to have high-performance products, solutions and systems with desired functions and extended lifespans. The Group is committed to continually investing in and delivering value adding technologies, products and services for customers to meet challenges in their markets. A global technology company founded in Switzerland, Oerlikon looks back on almost 100 years of tradition in engineering and innovation. Today, the Group operates its business in two segments – Surface Solutions and Manmade Fibers. It has a global footprint of more than 11 100 employees at 182 locations in 37 countries and generated sales of CHF 2.6 billion in 2019. Surface Solutions Segment A world-leading supplier offering advanced materials and surface technologies. The segment has over 80 years of know-how in the field of engineering and developing advanced materials and surface solutions for compo- nents and tools used in a wide range of industrial appli- cations where superior materials and surface perfor- Total Sales in % mance are required. Progressing from surface to struc- ture, the additive manufacturing business was established 57% within the segment. Surface Solutions 43% Manmade Fibers Manmade Fibers Segment A world market leader for solutions and systems used in manufacturing manmade fibers. The segment has 98 years of expertise in enabling customers to produce high-quality synthetic fibers. These fibers are processed into clothing, carpets, safety belts, airbags, hygiene products, industrial textiles and geotextiles. The segment also offers consulting, engineering, life cycle manage- ment and smart (Industry 4.0-based) plant solutions. 04 2019 at a Glance Group sales was maintained Share buyback program while order intake was slightly launched to repurchase up lower compared to the prior to 10% of share capital over year despite market weakness. the next 36 months. Group EBITDA margin was Shareholders voted at 2019 lower due to investments and AGM to increase the Board of exceptional expenses related Directors to seven members, to restructuring. Excluding the four of whom are non-affiliated exceptional items, EBITDA to the major shareholder. margin was 15.1%. Philipp Müller assumed role as Surface solutions business CFO, effective January 1, 2020, developed broadly in line replacing retired CFO, with market developments. Jürg Fedier. A high level of orders and sales Proposing a dividend payout was sustained and double- of CHF 1.00 per share. digit operating profitability was achieved in the manmade fibers business. First productivity program initiated in 2019. Second phase of the program is being worked on. Successfully closed sale of Program goals are to expand the drive systems business market reach, improve capital, to Dana Incorporated on operational and administrative February 28, 2019. efficiency and boost profitability in the medium term. 05 2019 Key Group Results Order Intake in CHF Sales in CHF 2.6 2.6 billion billion EBITDA Margin 1 Net Result 2 in CHF 14.1% Excl. exceptional items -66 15.1% million Operating Cash Flow 3 in CHF Net Cash in CHF 322 333 million million Earnings per Share 2 in CHF Dividend Proposal 4 in CHF -0.21 1.00 1 Includes CHF 25 million of exceptional expenses related to restructuring. 2 Includes CHF -284 million non-cash cumulative translation differences and other items from other comprehensive income related to the Drive Systems Segment divestment. 3 Before changes in net current assets. 4 Includes an extraordinary dividend of CHF 0.65 per share. 2019 was the year in which we completed the strategic trans- formation of our portfolio to two key businesses. Prof. Dr. Michael Süss Chairman of the Board of Directors Given the challenging market environment, we did well in sus- taining our 2019 performance at around the same level as in 2018. Dr. Roland Fischer Chief Executive Officer ANNUALANNUAL REPORT REPORT 2019 2019 7 Contents Chairman and CEO Letter 9 Value Proposition 13 — 17 Mid-term Growth Strategy 14 Investments in Future Organic Growth 15 Oerlikon Business Model 16 Oerlikon Key Markets 19 — 30 Industrial Markets 20 Geographical Regions 25 Business Report 31 — 54 Group Business Review 33 Sustainability and Key Developments 42 Corporate Governance Report 55 — 85 Corporate Governance 57 The Oerlikon Board of Directors 60 The Oerlikon Executive Committee 68 Remuneration Report 73 Risk Management and Compliance 83 Financial Report 87 — 176 Information for Shareholders 88 Financial Report of the Oerlikon Group 96 Financial Report of the OC Oerlikon Corporation AG, Pfäffikon 162 Glossary 177 8 ANNUAL REPORT 2019 From left to right: Prof. Dr. Michael Süss, Chairman of the Board and Dr. Roland Fischer, Chief Executive Officer. ANNUAL REPORT 2019 9 Chairman and CEO Letter Dear Shareholders 2019 was a challenging year for Oerlikon and many of the This is attributed to higher operating expenses related industries we serve. Nevertheless, we were able to deliver to investments in our businesses and to exceptional a good overall performance in the challenging market expenses of CHF 25 million related to restructuring. environment. Our results confirm that we have the right Excluding these exceptional items, the EBITDA margin strategy and business model. was at 15.1%. Compared to 2018, results from continuing operations were lower by 36.4% at CHF 110 million Since we assumed leadership of the company some five (2018: CHF 173 million). Net result for 2019 decreased years ago, we have successfully transformed Oerlikon by 126.9% to CHF -66 million (2018: CHF 245 million), from an industrial conglomerate with diverse businesses due to the reclassification of CHF 284 million related to to a focused company holding leading positions in key the sale of the drive systems business. Consequently, markets and applications. We have also strengthened our earnings per share were CHF -0.21. With an equity ratio of business fundamentals and capabilities – from investing 48%, the Group’s financial position remained strong in in R&D and innovation, so as to develop cutting-edge 2019. The Group’s return on capital employed (ROCE) was technologies for customers, to strengthening governance, 7.0%. Our net cash position at the end of the year increasing efficiency and building effective processes. amounted to CHF 333 million. Today, we have a strong business and financial foundation and an excellent team of employees to support Oerlikon’s Continued Strong Strategy Execution growth in the medium and long term – making Oerlikon an In 2019, we completed the divestiture of our drive systems attractive company and a good long-term investment. business to Dana Inc. Additions to our portfolio included the acquisition of TeroLab Surface GmbH in Germany, We are of the opinion that shareholders should share in our AMT AG in Switzerland and D-Coat GmbH in Germany, all successes. In 2018, our dividend payout was increased to three to strengthen our surface solution offerings. TeroLab CHF 0.35 per share. In 2019, we matched that dividend expands our portfolio of thermal spray coating services and added an extraordinary dividend payout of CHF 0.65 for industries such as agriculture, steel, automotive and per share, which stemmed from proceeds from the sale machine OEMs. AMT extends our product and service of the drive systems business. This year, the Board of offerings for thermal spray applications and turnkey solu- Directors is proposing again a dividend payout of CHF 1.00, tions, while D-Coat widens our thin-film coating portfolio, comprising an ordinary dividend of CHF 0.35 per share particularly for cutting tools used in the aerospace and and an extraordinary dividend of CHF 0.65 per share. As automotive industries. we expand Oerlikon’s position as a leading powerhouse in surface solutions and advanced materials, we will continue Serving Customers Locally to grow Oerlikon organically and through targeted acquisi- Serving our customers in close proximity to their opera- tions. We will acquire only at the right price, at the right tions is an integral component of our surface solutions time and for the right value. In the absence of attractive business. Oerlikon now has 182 sites in 37 countries. In opportunities, we view our dividend payout as an efficient 2019, we established a number of new centers in various use of our current cash and capital. This will not impact regions to assist customers in finding the desired tech- our future ability to acquire companies that add value to nological solutions. In Europe, we opened a center in our portfolio and strengthen our market position. Sweden to shorten delivery times and help our customers reduce their carbon footprint. In the USA, two new cus- 2019 Financial Performance tomer centers were opened – one in St.