Current Risk Assessment

Overall Assessment of the Risk Situation by the Management

As part of the risk control system that has been implemented, a scheduled risk inventory was taken in both the first and second half of the 2016 fiscal year based on a risk scoring system in line with the internal risk guidelines. The risk scoring model used in the previous year was applied unchanged in 2016. The resulting risk report was presented to the Management Board and the Audit Committee. There were no unscheduled ad hoc risk reports in 2016.

As far as the overall assessment of the risk situation is concerned, there was no major year-on-year change in the risk situation for Vonovia in the 2016 fiscal year. From today’s point of view, Vonovia’s Management Board has not identified any risks which the company cannot suitably combat or which may jeopardize the Group’s results of operations, net assets and/or financial position. Both our business model and our diversified capital market instruments ensure that we have the greatest possible degree of independence from economic fluctuations.

The number of risks with a high net potential impact came to three at the end of 2016, as at the end of 2015. The number of risks with a considerable potential net impact fell from five risks at the end of 2015 to four risks at the end of 2016. The number of risks with a moderate net impact rose from two risks at the end of 2015 to three risks at the end of 2016. Overall, Vonovia’s Management Board continues to see no risks to the Group’s survival. The main risk factors have been identified as changes in the legal framework, reputation/customer satisfaction and changes in interest rate developments.

At its ordinary meeting for the fourth quarter of 2016, the Audit Committee confirmed the following overview of the Top 10 risks of all the risks identified for the reporting period, submitted by the Management Board:

No.

 

Risk

 

Risk category

 

Net potential impact

 

 

 

 

 

 

 

1

 

Changes to the regulatory framework

 

Regulatory and legal risks

 

High

2

 

Public image/reputation and customer satisfaction

 

Economic environment and market-related risks

 

Considerable

3

 

Recoverability of Goodwill

 

Economic environment and market-related risks

 

High

4

 

Incorrect determination of the fair value of our properties

 

Risks related to business

 

High

5

 

Incorrect aquisition decisions

 

Risks related to business

 

Considerable

6

 

Unfavorable interest rate development

 

Financial risks

 

Considerable

7

 

Unfavorable refinancing

 

Financial risks

 

Considerable

8

 

Risk affine management behavior

 

Risks related to business

 

Moderate

9

 

Material impact of legal disputes

 

Regulatory and legal risks

 

Moderate

10

 

Insufficient monitoring of contractural special rights (BEV)

 

Risks related to business

 

Moderate

Regulatory and Legal Risks

Risk 1: Vonovia closely follows planned amendments to laws, as our business activities are above all subject to tax, environmental, tenancy and construction law. Any adverse changes in the legal environment, such as regulations regarding rental amounts/developments, provisions regarding as well as restrictions on modernization opportunities or provisions (including taxes), that result in the incurrence of costs in the event of a property sale may be detrimental to Vonovia’s business activities.

In order to be able to pick up on potential changes in the overall statutory framework early on, Vonovia is involved in active dialogue with policymakers and other stakeholders. Vonovia is also represented in associations and monitors the legislative procedure and recent court decisions on a regular basis.

Risk 9: Vonovia is involved in legal disputes resulting from normal business activities. In particular, this involves disputes under the law of tenancy and sales disputes. None of the legal disputes, taken in isolation, will have any material effects on the net assets, financial position or results of operations of Vonovia. There is, however, a risk of a material legal impact resulting from the simultaneous effect of a large number of individual cases, even if these are minor cases when taken in isolation.

In order to minimize the material impact and to enable a better assessment of the overall situation, Vonovia receives professional support from external law firms. The Management Board is also provided with information on the claims at regular intervals.

Economic Environment and Market-Related Risks

Risk 2: Vonovia’s reputation is of crucial importance for establishing business connections. A bad reputation may make it more difficult to let our residential units or lead to the termination of rental contracts. Furthermore, on the financing side, there is the risk that the raising of capital could be impaired. Vonovia continues to take reputation and customer satisfaction very seriously and counteracts this risk with a large number of measures. For example, customer satisfaction is measured on a quarterly basis and is monitored using the performance indicator in order to identify potential problems at an early stage. Improvements to the process workflows and quality initiatives increase customer satisfaction. Active public relations work helps to communicate the efforts made to improve customer satisfaction and enhance Vonovia’s reputation.

Risk 3: The acquisitions made in 2015 have resulted in considerable stated goodwill, which may be associated with certain risks. The value of this stated goodwill depends largely on the development of market interest rates, average market and sector developments as well as the cash flow from the Group that can be generated in the future by the cash-generating units. Any impairment in this goodwill would be recognized in the income statement, meaning that it would have a direct impact on the company’s net assets and results of operations. With regard to possible triggering events, we monitor interest rate developments, in particular, and perform an annual impairment test.

Risks Related to Business

A whole range of risks arise for Vonovia in connection with the performance of its business activities.

Risk 4: The determination of the fair values of our housing stocks, for example, is subject to assumptions that may deviate from our current expectations. Should, for example, the estimate of the microlocation of the buildings and the quality of the macrolocation deteriorate or the current low interest rate level start to increase, the of our entire real estate portfolio would decrease. As far as our investment properties are concerned, changes in value are recognized in the income statement as increases or decreases in value. This means that they have a direct impact on the company’s net assets, financial position and results of operations. We counter the associated risk of error with a separate department for internal determination of fair value. This department works in line with the standards that apply to professional property appraisers. Furthermore, our fair values are checked or calculated on neutral terms by professional, external and independent valuation companies that, in turn, work in line with professional rules and regulations. In the 2016 fiscal year, the assessment was once again performed by CBRE GmbH.

Risk 5: Risks can arise for Vonovia in connection with acquisition decisions. These risks can include, for example, excessive purchase prices, unexpected cases of liability, greater indebtedness, higher interest expenses, and challenges with respect to integrating acquisitions into the procedural landscape and achieving anticipated synergies. Furthermore, portfolios or real estate companies that can be acquired in the future may not develop as favorably as expected.

By applying complex, quality-assured investment models during the investment decision process, we counter the risk of uneconomic real estate acquisitions. These models not only take the purchase price and the financing cost into consideration but also regional scenarios for regular and the development of rents. We also use the in-depth market knowledge of our local regional managers to assess potential acquisition portfolios.

Vonovia’s response to the risk associated with procedural integration is a systematic, structured and tried and tested integration process.

Risk 8: In principle, there is the risk that the management may make incorrect, particularly risky decisions as a result of insufficient information or lack of knowledge of the facts. Vonovia counters this risk with clearly formulated instructions for action and rules governing powers and responsibilities. Responsibility for the business is decentralized to permit better local decision-making.

Risk 10: In connection with company/portfolio acquisitions in the past, Vonovia/its predecessor companies entered into various obligations vis-à-vis the Federal Railway Fund (BEV). In particular, special contractual rights were agreed with regard to the employees transferred in connection with these acquisitions. Vonovia has agreed to certain restrictions being imposed relating to the dismissal of former BEV employees for operational and conduct-related reasons, and has also agreed to continue employment relationships (transfer of operations). In the event of a breach, these obligations could give rise to contractual penalties. Vonovia has set up internal control structures in this respect to ensure and monitor compliance with these contractual obligations, and reports to the BEV on a regular basis in this regard.

Financial Risks

Risk 6/7: The expansive monetary policy pursued by the European Central Bank (ECB) and the decision made by the United Kingdom (UK) to leave the European Union (EU) have resulted in increased demand for bonds issued by continental European issuers. As a result, the refinancing conditions and property valuations have continued to show positive development. The outcome and implications of possible exit negotiations between the UK and the EU are impossible to forecast at the moment. In particular, however, the less favorable economic outlook could have a negative impact on both general credit demand and the quality of existing credit exposures. Both could encumber the banking sector and, as a result, on the financial system as a whole.

To limit the financial risks, we continuously monitor the financial markets and are also in constant contact with many different market players. Furthermore, we continually evaluate all financing options available on the capital and banking markets. We expect to be able to refinance the necessary volumes by making use of all financing instruments in the future as well. This is based on our investment grade , the balanced maturity profile of the financial liabilities and our standing as a regular and reliable issuer on the capital market.

Our external loans are normally subject to loan conditions that are customary on the market () which, on the one hand, require adherence to defined key financial ratios but can also, for example, restrict the sale of properties or prescribe minimum selling prices. Vonovia also has to adhere to the conditions required to maintain the credit rating awarded by rating agencies, which also relate mainly to compliance with certain key financial ratios. As a result, adherence to the relevant conditions is monitored and reported on an ongoing basis.

Some of our borrowings are loans granted by promotional banks, which limit rent increases and thus our business options. Here, we pay strict attention to compliance with all covenants but use any scope available to us.

As part of the financial risks, we are also exposed to a liquidity risk. Our liquidity management is based on daily cash management of our bank accounts, a weekly financial flexibility status and rolling liquidity planning on a monthly basis, allowing for the relevant restrictions. The regular positive cash flows from our core business do not indicate any particular liquidity risk in the forecast period.

Overall, as of the reporting date, Vonovia SE has sufficient liquid funds and potential financing options to guarantee the Vonovia Group’s ability to pay at all times.

The liabilities with variable interest rates expose the Group to a cash-effective interest rate risk. The company uses derivative financial instruments in order to limit or eliminate these risks. The purpose of these financial instruments is to hedge interest rate risks in connection with existing loans and they may never be used for speculation. For a description of the derivative financial instruments, we refer to the Notes to the consolidated financial statements, specifically note [40] (Cash Flow Hedges and Stand-Alone Interest Rate Swaps).

Other Risks

Vonovia could also be exposed to risks from residual pollution, including mining subsidence damage, soil conditions, wartime ordnance and contaminants in building materials as well as possible building code violations. Vonovia is the owner and/or property manager of a large number of buildings in the Ruhr area which are situated in the area of near-surface mine workings where the overburden layers are only thin, predominantly in the Essen/Bochum/Dortmund region. These mine workings may represent risks of damage to the surface and/or structures (e.g., traffic routes, buildings, etc.). Vonovia counters this economic and liability risk by having inspections of all buildings in the area of near-surface mining works systematically conducted by external experts. On the basis of the inspection findings and the opinions of external experts, the properties classified as subject to risks are examined for mining damage, which is immediately rectified where necessary. Proof of stability and public safety is then confirmed in an expert opinion.

At the time this report was drawn up, there were no risks in connection with future development that were identified as potentially posing a risk to the survival of Vonovia SE, a major company included in the scope of consolidation or the Group as a whole. Compared with the previous year, the estimated probability of occurrence and/or possible financial impact of some risk areas/some opportunity areas has increased slightly. Nevertheless, there are no fundamental changes to the risk or opportunity situation on the whole.

Modernization Measures
Modernization measures are long-term and sustainable value-enhancing investments in housing and building stocks. Energy-efficient refurbishments generally involve improvements to the building shell and communal areas as well as the heat and electricity supply systems. Typical examples are the installation of heating systems, the renovation of balconies and the retrofitting of prefabricated balconies as well as the implementation of energy-saving projects, such as the installation of double-glazed windows and heat insulation, e.g., facade insulation, insulation of the top story ceilings and basement ceilings. In addition to modernization of the apartment electrics, the refurbishment work upgrades the apartments, typically through the installation of modern and/or handicapped-accessible bathrooms, the installation of new doors and the laying of high-quality and non-slip flooring. Where required, the floor plans are altered to meet changed housing needs.
CSI (Customer Satisfaction Index)
The CSI is determined at regular intervals by means of systematic customer surveys and reflects how our services are perceived and accepted by our customers. The CSI is determined on the basis of points given by the customers for our properties and their neighborhood, customer service and commercial and technical support as well as maintenance and modernization management.
Fair Value
Valuation pursuant to IAS 40 in conjunction with IFRS 13. The estimated value of an asset. The fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.
Maintenance
Maintenance covers the measures that are necessary to ensure that the property can continue to be used as intended over its useful life and that eliminate structural and other defects caused by wear and tear, age and weathering effects.
Rating
Classification of debtors or securities with regard to their creditworthiness or credit quality according to credit ratings. The classification is generally performed by rating agencies.
Covenants
Requirements specified in loan agreements or bond conditions containing future obligations of the borrower or the bond obligor to meet specific requirements or to refrain from undertaking certain activities.