2013_2014 ANNUAL REPORT THYSSENKRUPP AG Developing the future. C2 ThyssenKrupp in figures ThyssenKrupp in figures The Group in figures 1) Group total Continuing operations Change Change 2012/2013 2013/2014 Change in % 2012/2013 2013/2014 Change in % Order intake million € 39,774 41,416 1,642 4 38,636 41,416 2,780 7 Net sales total million € 39,782 41,304 1,522 4 38,559 41,304 2,745 7 EBITDA million € 1,212 2,274 1,062 88 1,154 2,088 934 81 EBIT million € (552) 1,151 1,703 ++ (608) 965 1,573 ++ EBIT margin % (1.4) 2.8 4.2 — (1.6) 2.3 3.9 — Adjusted EBIT million € 517 1,333 816 158 586 1,333 747 127 Adjusted EBIT margin % 1.3 3.2 1.9 — 1.5 3.2 1.7 — EBT million € (1,648) 428 2,076 ++ (1,706) 242 1,948 ++ Net income/(loss) / Income/(loss) (net of tax) million € (1,576) 195 1,771 ++ (1,629) 9 1,638 ++ attributable to ThyssenKrupp AG's shareholders million € (1,436) 210 1,646 ++ (1,490) 24 1,514 ++ Basic earnings per share € (2.79) 0.38 3.17 ++ (2.90) 0.04 2.94 ++ Operating cash flow million € 786 887 101 13 981 887 (94) (10) Cash flow for investments million € (1,411) (1,141) 270 19 (1,313) (1,141) 172 13 Free cash flow before divestments million € (625) (254) 371 59 (332) (254) 78 23 Cash flow from divestments million € 1,221 1,053 (168) (14) 1,221 1,053 (168) (14) Free cash flow million € 596 799 203 34 889 799 (90) (10) Employees (September 30) 156,856 160,745 3,889 2 156,856 160,745 3,889 2 Germany 58,164 59,783 1,619 3 58,164 59,783 1,619 3 Abroad 98,692 100,962 2,270 2 98,692 100,962 2,270 2 Dividend per share € — 0.11 2) — — Dividend payout million € — 62 2) — — ROCE % (3.8) 9.0 12.8 — ThyssenKrupp Value Added million € (1,865) 5 1,870 ++ Net financial debt (September 30) million € 5,038 3,488 (1,550) (31) Total equity (September 30) million € 2,512 3,199 687 27 Gearing % 200.6 109.0 (91.6) — 1) The prior-year figures have been adjusted due to the adoption of IAS 19R and the catch-up of depreciation for Berco (cf. Notes 01 and 03). 2) Proposal to the Annual General Meeting Following the disposal of the discontinued operation Stainless Global at the end of the 1st quarter 2012/2013 as a result of the combination with the Finnish company Outokumpu, income and expenses were recorded which are directly related to this and represent the discontinued operations. The 29.9% financial interest in Outokumpu obtained as part of the transaction was accounted for by the equity method until the announcement of its sale on November 29, 2013 and its equity method income was not included in EBIT due to its non-operating nature; the sale was closed on February 28, 2014. I Contents C2 ThyssenKrupp in figures II Letter to shareholders To our Combined Consolidated financial Additional shareholders management report statements information 02 30 122 218 Executive Board Fundamental information about Consolidated statement of Multi-year overview the Group financial position 04 220 Supervisory Board 41 123 Other directorships held by Report on the economic Consolidated statement of Executive Board members 06 position income Report by the Supervisory 221 Board 77 124 Other directorships held by Compliance Consolidated statement of Supervisory Board members 12 comprehensive income Corporate governance report 80 223 Employees 125 Glossary 25 Consolidated statement of ThyssenKrupp stock 84 changes in equity 224 Technology and innovations Index 126 88 Consolidated statement of cash 225 Environment, climate and flows List of abbreviations energy 127 226 89 Notes to the consolidated Index of tables and graphics Purchasing financial statements 227 91 Contact and 2015/2016 dates Subsequent events 214 Independent Auditors' Report 92 Forecast, opportunity and risk 216 report Responsibility statement 112 Legal information Our fiscal year begins on October 01 and ends on September 30 of the following year. This annual report was published on November 20, 2014. II Letter to shareholders Letter to shareholders DR. HEINRICH HIESINGER Chairman of the Executive Board III Letter to shareholders The past fiscal year was a very important one for ThyssenKrupp. It represents a milestone in our transformation into an integrated and diversified industrial group on our Strategic Way Forward. We further stabilized your Company by systematically improving our risk profile. At the same time the 2013/2014 fiscal year marks a turning point in our earnings situation. We made further progress in terms of operating performance: Thanks to our growth businesses, but above all as a result of our cost and efficiency measures, we met or exceeded all our targets for the reporting year. For the first time in three years we can once again report a net profit. Against this background, the Executive Board and Supervisory Board propose a return to a dividend payment as a signal to you, our owners. Does this mean the turnaround is complete? No, for that we need to generate not only a net profit for the year but also stable free cash flow before divestments. That’s why we will not let up in our efforts to turn ThyssenKrupp back into a profitably growing company that sustainably satisfies the interests of all stakeholders. The momentum and successes of the past fiscal year show that we are on the right track. This was also recognized by the capital market: In fiscal 2013/2014 ThyssenKrupp’s stock outperformed the DAX and DJ STOXX indexes. Although the increasing economic concerns from fall 2014 have left their mark, ThyssenKrupp remains one of the best-performing DAX stocks in calendar 2014 to date. We have already achieved a lot • We have increased adjusted EBIT from continuing operations to €1,333 million, more than double the prior-year figure. • With consolidated net income for the year of €195 million we have returned to the black for the first time in three years; an amount of €210 million is attributable to ThyssenKrupp AG’s shareholders. • Under our efficiency program “impact 2015” we have already achieved savings of €1.6 billion in the last two fiscal years. As a result, we have raised our overall target for September 2015 from €2.3 billion to around €2.5 billion. • At the end of the fiscal year we had reduced our net financial debt by more than €1.5 billion to €3.5 billion. Risk profile improved Three things contributed to improving our risk profile: First the sale of the ThyssenKrupp Steel USA rolling and coating plant in Alabama and the conclusion of a valuable slab supply contract for our ThyssenKrupp CSA steel mill in Brazil. Second the severing of all financial links with Outokumpu. And third we settled a long-standing legal dispute with Deutsche Bahn in connection with the rail cartel. In achieving these milestones, we not only significantly reduced our risks, we also created the conditions for the necessary refinancing and stabilization of our finances. Solid financing for the years ahead In December 2013, we first successfully placed an €882 million capital increase, subscribed by mainly long-term investors. We would once again like to thank our shareholders for their trust. In February 2014 we then issued a €1.25 billion bond with a term of five years and eight months. In March 2014 we also concluded a new €2.0 billion syndicated credit facility with our financial partners. Your Company achieved attractive interest rates for both the bond and the credit facility. We see this as further evidence of the trust of the capital market. We are therefore solidly financed for the years ahead. Improvements in operating business Our operating business improved across all indicators. The Group achieved sales of €41.3 billion, up 7 percent on a comparable basis. Adjusted EBIT from continuing operations increased to €1,333 million, more than double the year-earlier figure. Each individual quarter of the past fiscal year showed a clear improvement on the corresponding prior-year quarter and also on the outlook for the fiscal year. As expected, free cash flow from continuing operations before divestments was still slightly negative at €(254) million. IV Letter to shareholders Stabilization of balance sheet We also made important progress on stabilizing our balance sheet. At the end of the fiscal year, our net financial debt stood at €3.5 billion, €1.6 billion lower than a year earlier. Compared with the peak of €6.5 billion in fiscal 2011/2012, we have therefore already reduced our debt by more than 40 percent. In the reporting year there were three key contributory factors to this: the cash inflows from the conclusion of the Outokumpu transaction and the sale of ThyssenKrupp Steel USA, and the capital increase in December 2013. Equity strengthened We also significantly strengthened our equity from €2.5 billion at the end of September 2013 to €3.2 billion at the end of the reporting year. As a result, our gearing – the ratio of net financial debt to equity – improved clearly by 91.6 percentage points to 109 percent. Combined measures taking effect As you can see, the extensive measures under the Group’s Strategic Way Forward are taking hold. The initiatives in our efficiency and cost program impact are having an effect in all areas of the Group. Having once again exceeded our efficiency targets this year, we now aim to achieve total savings of around €2.5 billion by September 2015; that is roughly 8 percent or €200 million more than announced at the start of the fiscal year.