Notes to the consolidated financial statements
1 General information
Sulzer Ltd (the “company”) is a company domiciled in Switzerland. The address of the company’s registered office is Neuwiesenstrasse 15 in Winterthur, Switzerland. The consolidated financial statements for the year ended December 31, 2017, comprise the company and its subsidiaries (together referred to as the “group” and individually as the “subsidiaries”) and the group’s interest in associates and joint ventures. The group specializes in pumping solutions, service solutions for rotating equipment, separation and mixing, and applicator technology. Sulzer was founded in 1834 in Winterthur, Switzerland, and employs around 14’700 people. The company serves clients in over 180 production and service sites around the world. Sulzer Ltd is listed on the SIX Swiss Exchange in Zurich, Switzerland (symbol: SUN).
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They were authorized for issue by the Board of Directors on February 27, 2018.
Details of the group’s accounting policies are included in note 34.
2 Significant events and transactions during the reporting period
The financial position and performance of the group was particularly affected by the following events and transactions during the reporting period:
- As of January 1, 2017, the spare parts business for pumps was transferred from the Pumps Equipment to the Rotation Equipment Services division. The group also changed the operational structure of its organization resulting in a change of the reportable segments and cash-generating units. For more information refer to note 3 and note 14.
- As of January 1, 2017, the group separated the business for liquid applications and mixing technology, previously reported in the Chemtech division, into a new division called Applicator Systems. Comparative segment information in note 3 have been prepared accordingly.
- The acquisitions of Ensival Moret, Rotec GT, VIEC, and Transcodent resulted in an increase in property, plant, and equipment of CHF 28.0 million and the recognition of goodwill of CHF 50.3 million and other intangible assets of CHF 111.2 million at the date of acquisition (see note 4).
- As part of the Sulzer Full Potential (SFP) program, the group initiated several measures to adapt the global manufacturing footprint and the organizational setup. Restructuring measures resulted in restructuring expenses of CHF 21.7 million in 2017 (2016: CHF 57.0 million). Associated with restructuring initiatives, the group further recognized impairments on property, plant, and equipment of CHF 15.4 million (2016: CHF 18.4 million).
- As of December 22, 2017 the “Tax Cuts and Jobs Act” (US Tax Reform) has been enacted reducing amongst others the US Federal Corporate Income Tax Rate from 35% to 21% as of January 1, 2018, onwards. The new Federal Income Tax Rate has been applied for the calculation of the deferred tax positions of the US entities. Furthermore, the effect of the revaluation of existing foreign tax credits and the impact of the Transition Tax has been taken into consideration for the preparation of note 13.
For a detailed discussion about the group’s performance and financial position please refer to the “Financial review.”
3 Segment information
Segment information by divisions
millions of CHF |
Pumps Equipment |
Rotating Equipment Services |
Chemtech |
Applicator Systems |
||||
|
2017 |
2016 6) |
2017 |
2016 6) |
2017 |
2016 6) |
2017 |
2016 6) |
Order intake |
1’189.7 |
1’090.4 |
1’071.0 |
1’009.7 |
502.0 |
471.9 |
426.3 |
272.6 |
Nominal growth (unaudited) |
9.1% |
–7.7% |
6.1% |
–5.3% |
6.4% |
–10.2% |
56.4% |
48.8% |
Currency adjusted growth (unaudited) |
8.1% |
–6.9% |
4.9% |
–3.1% |
5.9% |
–8.8% |
55.7% |
48.7% |
Organic growth 1) (unaudited) |
1.5% |
–8.6% |
–0.9% |
–4.2% |
5.1% |
–8.9% |
6.0% |
5.4% |
|
|
|
|
|
|
|
|
|
Order backlog as of December 31 (unaudited) |
847.0 |
697.4 |
364.4 |
378.7 |
315.3 |
304.9 |
64.7 |
58.0 |
|
|
|
|
|
|
|
|
|
Sales 2) |
1’122.7 |
1’159.0 |
1’034.5 |
1’011.3 |
478.4 |
446.1 |
423.5 |
272.0 |
Nominal growth |
–3.1% |
–8.6% |
2.3% |
–2.1% |
7.2% |
–8.2% |
55.7% |
48.3% |
Currency adjusted growth (unaudited) |
–4.3% |
–8.0% |
1.6% |
–0.1% |
7.0% |
–7.2% |
54.9% |
48.1% |
Organic growth 1) (unaudited) |
–12.9% |
–8.3% |
–2.1% |
–0.9% |
6.2% |
–7.2% |
5.0% |
5.2% |
|
|
|
|
|
|
|
|
|
opEBITA 3) |
–3.7 |
13.0 |
144.0 |
139.5 |
25.0 |
18.0 |
86.8 |
64.1 |
in % of sales 4) |
–0.3% |
1.1% |
13.9% |
13.8% |
5.2% |
4.0% |
20.5% |
23.6% |
in % of average capital employed |
–0.6% |
1.8% |
28.4% |
25.9% |
11.3% |
8.0% |
22.7% |
29.1% |
|
|
|
|
|
|
|
|
|
Restructuring expenses |
–15.0 |
–40.2 |
–3.8 |
0.5 |
–1.7 |
–12.6 |
–0.3 |
–3.5 |
Amortization |
–23.2 |
–17.9 |
–6.8 |
–6.3 |
–5.6 |
–6.3 |
–17.0 |
–15.4 |
Impairments on tangible and intangible assets |
–10.5 |
–8.8 |
–2.3 |
–3.8 |
–2.6 |
–5.4 |
– |
–0.5 |
Non-operational items |
–9.3 |
–11.0 |
3.3 |
–0.6 |
–4.1 |
3.8 |
–6.3 |
–5.0 |
EBIT 5) |
–61.7 |
–64.9 |
134.4 |
129.3 |
11.0 |
–2.5 |
63.2 |
39.7 |
|
|
|
|
|
|
|
|
|
Depreciation |
–23.7 |
–20.8 |
–17.6 |
–21.2 |
–9.2 |
–10.2 |
–20.8 |
–14.9 |
|
|
|
|
|
|
|
|
|
Operating assets |
1’445.6 |
1’351.8 |
880.6 |
813.3 |
463.7 |
441.1 |
655.3 |
559.5 |
Unallocated assets |
– |
– |
– |
– |
– |
– |
– |
– |
Total assets as of December 31 |
1’445.6 |
1’351.8 |
880.6 |
813.3 |
463.7 |
441.1 |
655.3 |
559.5 |
Operating liabilities |
685.3 |
623.9 |
319.8 |
275.4 |
234.1 |
213.3 |
71.5 |
63.6 |
Unallocated liabilities |
– |
– |
– |
– |
– |
– |
– |
– |
Total liabilities as of December 31 |
685.3 |
623.9 |
319.8 |
275.4 |
234.1 |
213.3 |
71.5 |
63.6 |
Operating net assets |
760.3 |
727.9 |
560.8 |
537.9 |
229.6 |
227.8 |
583.8 |
495.9 |
Unallocated net assets |
– |
– |
– |
– |
– |
– |
– |
– |
Total net assets as of December 31 |
760.3 |
727.9 |
560.8 |
537.9 |
229.6 |
227.8 |
583.8 |
495.9 |
Capital expenditure |
21.9 |
19.3 |
19.2 |
21.9 |
10.0 |
13.1 |
28.9 |
19.9 |
Employees (number of full-time equivalents) as of December 31 |
5’453 |
5’156 |
4’485 |
4’541 |
2’878 |
2’570 |
1’716 |
1’562 |
1) Adjusted for currency and acquisition effects.
2) Sales between segments are not material.
3) Operating income before restructuring, amortization, impairments, and non-operational items.
4) Return on sales before restructuring, amortization, impairments, and non-operational items (opEBITA/sales).
5) Operating income.
6) Reclassified numbers according to new operational structure, effective since January 1, 2017.
Segment information by divisions
millions of CHF |
Total Divisions |
Others 2) |
Total Sulzer |
|||
|
2017 |
2016 6) |
2017 |
2016 6) |
2017 |
2016 |
Order intake |
3’189.0 |
2’844.6 |
–33.3 |
–47.1 |
3’155.7 |
2’797.5 |
Nominal growth (unaudited) |
12.1% |
–3.8% |
n/a |
n/a |
12.8% |
–3.4% |
Currency adjusted growth (unaudited) |
11.1% |
–2.4% |
n/a |
n/a |
11.8% |
–2.0% |
Organic growth 1) (unaudited) |
1.7% |
–6.2% |
n/a |
n/a |
2.2% |
–5.8% |
|
|
|
|
|
|
|
Order backlog as of December 31 (unaudited) |
1’591.4 |
1’439.0 |
2.1 |
0.1 |
1’593.5 |
1’439.1 |
|
|
|
|
|
|
|
Sales |
3’059.1 |
2’888.4 |
–10.1 |
–11.7 |
3’049.0 |
2’876.7 |
Nominal growth |
5.9% |
–2.8% |
n/a |
n/a |
6.0% |
–3.2% |
Currency adjusted growth (unaudited) |
5.1% |
–1.7% |
n/a |
n/a |
5.2% |
–2.0% |
Organic growth 1) (unaudited) |
–4.5% |
–4.7% |
n/a |
n/a |
–4.4% |
–5.1% |
|
|
|
|
|
|
|
opEBITA 3) |
252.1 |
234.6 |
3.3 |
4.3 |
255.4 |
238.9 |
in % of sales 4) |
8.2% |
8.1% |
n/a |
n/a |
8.4% |
8.3% |
in % of average capital employed |
14.8% |
14.6% |
n/a |
n/a |
15.8% |
15.7% |
|
|
|
|
|
|
|
Restructuring expenses |
–20.8 |
–55.8 |
–0.9 |
–1.2 |
–21.7 |
–57.0 |
Amortization |
–52.6 |
–45.9 |
–1.2 |
–1.4 |
–53.8 |
–47.3 |
Impairments on tangible and intangible assets |
–15.4 |
–18.5 |
– |
0.1 |
–15.4 |
–18.4 |
Non-operational items |
–16.4 |
–12.8 |
–11.6 |
11.9 |
–28.0 |
–0.9 |
EBIT 5) |
146.9 |
101.6 |
–10.4 |
13.7 |
136.5 |
115.3 |
|
|
|
|
|
|
|
Depreciation |
–71.3 |
–67.1 |
–0.4 |
–2.4 |
–71.7 |
–69.5 |
|
|
|
|
|
|
|
Operating assets |
3’445.2 |
3’165.7 |
–9.4 |
–1.5 |
3’435.8 |
3’164.2 |
Unallocated assets |
– |
– |
681.5 |
571.7 |
681.5 |
571.7 |
Total assets as of December 31 |
3’445.2 |
3’165.7 |
672.1 |
570.2 |
4’117.3 |
3’735.9 |
Operating liabilities |
1’310.7 |
1’176.2 |
106.6 |
320.8 |
1’417.3 |
1’497.0 |
Unallocated liabilities |
– |
– |
997.6 |
647.9 |
997.6 |
647.9 |
Total liabilities as of December 31 |
1’310.7 |
1’176.2 |
1’104.2 |
968.7 |
2’414.9 |
2’144.9 |
Operating net assets |
2’134.5 |
1’989.5 |
–116.0 |
–322.3 |
2’018.5 |
1’667.2 |
Unallocated net assets |
– |
– |
–316.1 |
–76.2 |
–316.1 |
–76.2 |
Total net assets as of December 31 |
2’134.5 |
1’989.5 |
–432.1 |
–398.5 |
1’702.4 |
1’591.0 |
Capital expenditure |
80.0 |
74.2 |
1.2 |
0.7 |
81.2 |
74.9 |
Employees (number of full-time equivalents) as of December 31 |
14’532 |
13’829 |
200 |
176 |
14’732 |
14’005 |
1) Adjusted for currency and acquisition effects.
2) The most significant activities under “Others” relate to the Corporate Center. Interdivisional order intake and sales are eliminated in this column.
3) Operating income before restructuring, amortization, impairments, and non-operational items.
4) Return on sales before restructuring, amortization, impairments, and non-operational items (opEBITA/sales).
5) Operating income.
6) Reclassified numbers according to new operational structure, effective since January 1, 2017.
Information about reportable segments
Operating segments are determined based on the reports reviewed by the Chief Executive Officer that are used to measure performance, make strategic decisions, and allocate resources to the segments. The business is managed on a divisional basis and the reported segments have been identified as follows:
Pumps Equipment—pump technology and solutions:
This division offers a wide range of pumping solutions and related equipment. The market focus is on (a) production, transport, and processing of crude oil and its derivates, (b) supply, treatment, and transport of water as well as wastewater collection, (c) fossil-fired, nuclear, and renewable power generation, and (d) specific general industries, e.g. pulp and paper, fertilizers, and other markets.
Rotating Equipment Services—provider of service solutions for rotating equipment:
This division offers a full range of repair and maintenance services. The market focus is on industrial gas and steam turbines, turbocompressors, generators and motors, and pumps.
Chemtech—separation, mixing, and service solutions:
This division offers products and services for separation, extraction, reaction, polymer application, and mixing technology. The market focus is on separation solutions and tower field services.
Applicator Systems—systems for liquid applications:
The division offers products for liquid applications and for mixing technologies. The market focus is on mixing and dispenser systems and liquid application systems for the dental, healthcare, and cosmetics markets.
Others:
Certain expenses related to the Corporate Center are not attributable to a particular segment and are reviewed as a whole across the group. Also included are the eliminations for interdivisional order intake, sales, and operating assets and liabilities.
The Chief Executive Officer primarily uses a measure of adjusted earnings before interest, tax, and amortization (operational EBITA) to assess the performance of the operating segments. However, the Chief Executive Officer also receives information about the segments’ order intake and backlog, revenue, and operating assets and liabilities on a monthly basis.
Operational EBITA (opEBITA) excludes amortization, restructuring expenses, and impairments when the impairment is the result of an isolated, non-recurring event. It also excludes certain non-operational items that are non-recurring or do not regularly occur in similar magnitude such as acquisition-related expenses, gains and losses from sale of businesses or real estate, expenses related to the Sulzer Full Potential program, or amendments to the pension plans.
Revenue from external customers reported to the Chief Executive Officer is measured in a manner consistent with that in the income statement. There are no significant sales between the segments. No individual customer represents a significant portion of the group’s revenue.
Operating assets and liabilities are assets or liabilities related to the operating activities of an entity and contributing to the operating income.
Segment information by region
The allocation of assets is based on their geographical location. Non-current assets exclude other financial assets, deferred tax assets, and employee benefit assets. The allocation of sales is based on the location of the customer.
millions of CHF |
Non-current assets by region |
Sales by region |
||
|
2017 |
2016 |
2017 |
2016 |
Europe, Middle East, Africa |
1’392.6 |
1’203.3 |
1’411.6 |
1’271.8 |
– thereof Switzerland |
158.1 |
161.9 |
22.3 |
22.7 |
– thereof Germany |
360.0 |
292.5 |
204.7 |
199.1 |
– thereof United Kingdom |
164.2 |
159.9 |
164.3 |
143.9 |
– thereof Sweden |
261.9 |
259.8 |
46.3 |
40.0 |
– thereof other countries |
448.4 |
329.2 |
974.0 |
866.1 |
|
|
|
|
|
Americas |
294.5 |
290.5 |
1’003.5 |
1’041.9 |
– thereof USA |
247.1 |
238.3 |
713.6 |
735.9 |
– thereof Brazil |
22.9 |
23.9 |
90.4 |
101.3 |
– thereof other countries |
24.5 |
28.3 |
199.5 |
204.7 |
|
|
|
|
|
Asia-Pacific |
141.3 |
138.3 |
633.9 |
563.0 |
– thereof China |
66.6 |
68.2 |
226.1 |
206.4 |
– thereof India |
23.2 |
22.2 |
64.0 |
49.9 |
– thereof other countries |
51.5 |
47.9 |
343.8 |
306.7 |
Total |
1’828.4 |
1’632.1 |
3’049.0 |
2’876.7 |
Segment information by market segment
The following table shows the allocation of sales by market segments:
millions of CHF |
Sales by market segments |
|
|
2017 |
2016 |
Oil and gas |
1’339.1 |
1’382.7 |
Power |
458.5 |
459.4 |
Water |
339.2 |
344.0 |
General industries |
912.2 |
690.6 |
Total |
3’049.0 |
2’876.7 |
4 Acquisitions of subsidiaries
Acquisitions in 2017
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition, including the resulting goodwill and the total consideration paid. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the amounts recognized below, then the accounting for the acquisition will be revised.
Net assets acquired
millions of CHF |
Ensival Moret |
VIEC |
Rotec GT |
Transcodent |
Total |
Intangible assets |
52.9 |
5.2 |
11.0 |
42.1 |
111.2 |
Property, plant, and equipment |
16.9 |
0.5 |
5.9 |
4.7 |
28.0 |
Cash and cash equivalents |
7.0 |
– |
– |
0.2 |
7.2 |
Trade accounts receivable |
22.2 |
– |
– |
3.3 |
25.5 |
Other current assets |
48.1 |
0.1 |
1.9 |
6.2 |
56.3 |
Borrowings |
–6.3 |
– |
– |
–2.5 |
–8.8 |
Other liabilities with third parties |
–75.1 |
– |
– |
–3.0 |
–78.1 |
Deferred tax liabilities |
–16.2 |
–1.4 |
–2.2 |
– |
–19.8 |
Net identifiable assets |
49.5 |
4.4 |
16.6 |
51.0 |
121.5 |
Non-controlling interests |
– |
– |
–8.3 |
– |
–8.3 |
Fair value of 49% pre-existing interest in Sulzer TS Russia |
|
|
–0.4 |
|
–0.4 |
Goodwill |
18.2 |
– |
7.5 |
24.6 |
50.3 |
Total consideration |
67.7 |
4.4 |
15.4 |
75.6 |
163.1 |
|
|
|
|
|
|
Purchase price paid in cash |
67.7 |
4.4 |
15.0 |
75.6 |
162.7 |
Paid in shares of Sulzer TS Russia |
|
|
0.4 |
|
0.4 |
Total consideration |
67.7 |
4.4 |
15.4 |
75.6 |
163.1 |
Ensival Moret (EM)
On February 1, 2017, Sulzer acquired a 100% controlling interest of Ensival Moret (EM) for CHF 67.7 million. EM’s main manufacturing facilities are based in Saint Quentin, France, and Thimister, Belgium. EM employs approximately 730 employees and offers a wide range of industrial pumps with leading positions in a broad range of industrial applications such as fertilizers, sugar, mining, and chemicals. Through the acquisition, Sulzer closed specific product gaps in its general industry pumps portfolio, such as axial flow pumps. Combining the complementary product portfolios enables Sulzer to become a full line supplier in most industrial process applications. EM has been integrated into Sulzer's Pumps Equipment manufacturing network and the scope of the acquired business has therefore changed. The goodwill is attributable to significant synergies by leveraging scale and cross-selling opportunities. None of the goodwill is expected to be deductible for tax purposes. Transaction cost recognized in the income statement amount to CHF –0.9 million. Since the acquisition date, the acquire contributed order intake of CHF 72.7 million, sales of CHF 101.9 million, and net income of CHF –16.5 million to the group.
Vessel Internal Electrostatic Coalescer (VIEC)
On February 1, 2017, Sulzer acquired 100% controlling interest of Vessel Internal Electrostatic Coalescer (VIEC) for CHF 4.4 million. VIEC is based in Anker, Norway, and employs 13 people. VIEC’s patented technology separates oil from water in a highly efficient manner and reduces operating costs due to its exclusive in-vessel design. This acquisition allows Sulzer to further extend its Chemtech upstream product portfolio for advanced oil and water separation applications. Transaction cost recognized in the income statement amount to CHF –0.1 million. Since the acquisition date, the acquire contributed order intake of CHF 3.8 million, sales of CHF 3.3 million, and net income of CHF –1.1 million to the group.
Rotec GT
On June 30, 2017, Sulzer acquired 51% of the business of Rotec GT, the gas turbine maintenance division of the Rotec Group, for CHF 15.4 million, of which CHF 15.0 million was paid in cash and CHF 0.4 million in shares of a subsidiary measured at fair value. Sulzer obtained control of the acquired business. Rotec GT is considered to be a related party to the group. Sulzer holds a call option to purchase 49%, and the Rotec Group holds a put option to sell 49%, after January 1, 2019. Sulzer recognized a liability of CHF 14.6 million against retained earnings, for the present value of the exercise price of the put option. The present value calculation is based on expected revenue, target EBITDA margin, and a predefined multiple. Remeasurements of the liability will be recognized against retained earnings. Sulzer did not recognize the call option, since the criteria as financial asset are not met.
Rotec GT is headquartered in Moscow, Russia, and has a service center for the refurbishment of gas turbine components in Ekaterinburg as well as an office for field service resources in St. Petersburg. With the service center in Ekaterinburg, Sulzer will have a strong local footprint. The business will be integrated into Sulzer’s Rotating Equipment Services division. The goodwill is attributable to synergies from combined solutions and shared services. None of the goodwill is expected to be deductible for tax purposes. Transaction cost recognized in the income statement of the group amount to CHF –0.6 million. Since the acquisition date, the acquired business contributed order intake of CHF 66.5 million, sales of CHF 42.4 million, and net income of CHF 4.5 million to the group.
Transcodent
On September 29, 2017, Sulzer acquired 100% controlling interest of Transcodent for CHF 75.6 million. Transcodent is based in Kiel, Germany, and employs 71 people. Transcodent is a leading provider of multiple dose and unit dose application systems, needles, tips, and capsules for the dental market. The acquisition further strengthens the Applicator Systems division of Sulzer in its dental segment, where Sulzer is already a global market leader. Transcodent has been integrated into Sulzer's Applicator Systems manufacturing network and the scope of the acquired business has therefore changed. The goodwill is attributable to significant synergies by leveraging scale and cross-selling opportunities. None of the goodwill is expected to be deductible for tax purposes. Transaction cost recognized in the income statement amount to CHF –0.1 million. Since the acquisition date, the acquire contributed order intake of CHF 4.6 million, sales of CHF 4.5 million, and net income of CHF –0.2 million to the group.
Acquired receivables
The fair value of acquired trade accounts receivable is CHF 25.5 million. The gross contractual amount for trade account receivables due is CHF 26.2 million, of which CHF 0.7 million is expected to be uncollectible at the date of acquisition.
Pro forma revenue and profit contribution
Had all above acquisitions occurred on January 1, 2017, management estimates that total net sales of the group would amount to CHF 3’093.0 million, and the consolidated net income would be CHF 89.6 million.
Cash flow from acquisitions of subsidiaries
millions of CHF |
2017 |
2016 |
Cash consideration paid |
–162.7 |
–318.9 |
Contingent consideration paid |
–2.2 |
–7.7 |
Cash acquired |
7.2 |
17.7 |
Payments for acquisitions in prior years |
–0.2 |
–0.2 |
Total cash flow from acquisitions, net of cash acquired |
–157.9 |
–309.1 |
Contingent consideration
millions of CHF |
2017 |
2016 |
Balance as of January 1 |
9.5 |
22.1 |
Payment of contingent consideration |
–2.2 |
–7.7 |
Release to other operating income |
–2.6 |
–4.8 |
Currency translation differences |
0.4 |
–0.1 |
Total contingent consideration as of December 31 |
5.1 |
9.5 |
As of December 31, 2017, there was a decrease of CHF 2.6 million recognized in the income statement for the contingent consideration arrangements, as the assumed probability-adjusted gross profit and EBITDA (earnings before interests, taxes, depreciation, and amortization) was recalculated.
5 Critical accounting estimates and judgments
All estimates and assessments are continually reviewed and are based on historical experience and other factors, including expectations regarding future events that appear reasonable under the given circumstances. The group makes estimates and assumptions that relate to the future. By their nature, these estimates will only rarely correspond to actual subsequent events. The estimates and assumptions that carry a significant risk, in the form of a substantial adjustment to the present values of assets and liabilities within the next financial year, are set out below.
Contingent considerations
As of December 31, 2017, total contingent considerations resulting from business combinations amounted to CHF 5.1 million (December 31, 2016: CHF 9.5 million). The total payments under contingent considerations arrangements could be up to CHF 12.4 million (December 31, 2016: CHF 15.0 million). The estimated amounts are the expected payments, determined by considering the possible scenarios of forecast sales and other performance criteria, probabilities of occurrence, and the use of simulation models. The estimates could change substantially over time as new facts emerge and scenarios develop.
Employee benefit plans
The present value of the pension obligation and the plan assets depends on a number of factors that are determined on an actuarial basis using a number of assumptions. Assumptions used in determining the defined benefit obligation and the plan assets include the discount rate, future salary and pension increases, and mortality rates. The assumptions are reviewed and reassessed at the end of each year based on observable market data, i.e. interest rate of high-quality corporate bonds denominated in the corresponding currency and asset management studies. Further details are provided in note 9.
Income taxes
The group is obliged to pay income taxes in numerous jurisdictions. Assumptions are required in order to determine income tax provisions. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of the business. 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 that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Management believes that the estimates are reasonable, and that the recognized liabilities for income-tax-related uncertainties are adequate. Further details are disclosed in note 13.
Goodwill and other intangible assets
As of December 31, 2017, total goodwill amounted to CHF 865.7 million (December 31, 2016: CHF 780.1 million). In accordance with the accounting policies set forth in section 34.6 “Intangible assets,” the group carries out an annual impairment test on goodwill in the fourth quarter of the year, or when indications of a potential impairment exist. The recoverable amount from cash-generating units is measured on the basis of value-in-use calculations with the terminal growth rate, the discount rate, and the projected cash flows as the main variables. Information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment in the year ending December 31, 2017, are disclosed in note 14.
Revenue recognition
The group uses the percentage of completion method (POC) in accounting for major long-term construction contracts. The use of the POC method requires the group to estimate the proportional revenue and costs. If circumstances arise that may change the original estimates of revenues, costs, or extent of progress toward completion, estimates are revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in which the circumstances that give rise to the revision become known by management. Revenue from the application of the POC method recognized in the year 2017 amounted to CHF 568.8 million (2016: CHF 597.2 million). Further details are disclosed in note 19.
Provisions
Provisions are made, among other reasons, for warranties, disputes, litigation, and restructuring. A provision is recognized in the balance sheet when the group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The nature of these costs is such that judgment has to be applied to estimate the timing and amount of cash outflows. Depending on the outcome of the respective transactions, actual payments may differ from these estimates. Further details are disclosed in note 26.
6 Financial risk management
6.1 Financial risk factors
The group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk, and price risk), credit risk, and liquidity risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the group’s financial performance. The group uses derivative financial instruments to hedge certain risk exposures.
Risk management is carried out by a central treasury department (Group Treasury). Group Treasury identifies, evaluates, and hedges financial risks in close cooperation with the group’s subsidiaries. Principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity exist in writing.
a) Market risk
(I) Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency. Management has set up a policy to require subsidiaries to manage their foreign exchange risk against their functional currency. The subsidiaries are required to hedge their major foreign exchange risk exposure using forward contracts or other standard instruments, usually transacted with Group Treasury.
Presently, most of the contracts are designated as cash flow hedges. External foreign exchange contracts are designated as hedges of foreign exchange risk on specific assets, liabilities, or future transactions on a gross basis. The group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. If required, currency exposure arising from the net assets of the group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. Derivative financial instruments are only used on an ad hoc basis to manage foreign currency translation risk.
The following tables show the hypothetical influence on the income statement for 2017 and 2016 related to foreign exchange risk of financial instruments. The volatility used for the calculation is the one-year historic volatility on December 31 for the relevant currency pair and year. For 2017, the currency pair with the most significant exposure and inherent risk was the EUR versus the BRL. If, on December 31, 2017, the EUR had increased by 14.1% against the BRL with all other variables held constant, profit after tax for the year would have been CHF 1.2 million lower mainly due to foreign exchange losses on EUR-denominated financial liabilities. A decrease of the rate would have caused a gain of the same amount.
Hypothetical impact of foreign exchange risk on income statement
millions of CHF |
2017 |
|||
Currency pair |
EUR/BRL |
USD/INR |
EUR/ZAR |
EUR/USD |
Exposure |
–12.2 |
19.8 |
–5.2 |
–7.4 |
Volatility |
14.1% |
4.4% |
15.5% |
7.3% |
Effect on profit after tax (rate increase) |
–1.2 |
0.6 |
–0.6 |
–0.4 |
Effect on profit after tax (rate decrease) |
1.2 |
–0.6 |
0.6 |
0.4 |
millions of CHF |
2016 |
|||
Currency pair |
EUR/USD |
EUR/RUB |
EUR/CNY |
USD/INR |
Exposure |
–7.8 |
3.0 |
6.8 |
7.9 |
Volatility |
8.3% |
20.6% |
7.7% |
5.1% |
Effect on profit after tax (rate increase) |
–0.5 |
0.5 |
0.4 |
0.3 |
Effect on profit after tax (rate decrease) |
0.5 |
–0.5 |
–0.4 |
–0.3 |
The following tables show the hypothetical influence on equity for 2017 and 2016 related to foreign exchange risk of financial instruments for the most important currency pairs as per December 31 of the respective year. The volatility used for the calculation is the historic volatility on December 31 for the relevant currency pair and year. Most of the hypothetical effect on equity is a result of fair value changes of derivative financial instruments designated as hedges of future cash flows in foreign currencies.
Hypothetical impact of foreign exchange risk on equity
millions of CHF |
2017 |
||||||
Currency pair |
GBP/USD |
USD/CHF |
USD/MXN |
EUR/USD |
EUR/CHF |
USD/INR |
EUR/INR |
Exposure |
50.2 |
–53.1 |
–30.9 |
34.3 |
–42.3 |
–27.8 |
–15.4 |
Volatility |
8.9% |
7.1% |
12.2% |
7.3% |
4.9% |
4.4% |
7.2% |
Effect on equity, net of taxes (rate increase) |
3.1 |
–2.6 |
–2.6 |
1.7 |
–1.4 |
–0.9 |
–0.8 |
Effect on equity, net of taxes (rate decrease) |
–3.1 |
2.6 |
2.6 |
–1.7 |
1.4 |
0.9 |
0.8 |
millions of CHF |
2016 |
||||||
Currency pair |
USD/MXN |
GBP/USD |
USD/CHF |
USD/INR |
EUR/USD |
USD/BRL |
EUR/CHF |
Exposure |
–44.5 |
49.0 |
–42.1 |
–56.6 |
34.9 |
–15.1 |
–30.4 |
Volatility |
17.0% |
14.1% |
7.9% |
5.1% |
8.3% |
18.4% |
4.5% |
Effect on equity, net of taxes (rate increase) |
–5.7 |
5.2 |
–2.5 |
–2.2 |
2.2 |
–2.1 |
–1.0 |
Effect on equity, net of taxes (rate decrease) |
5.7 |
–5.2 |
2.5 |
2.2 |
–2.2 |
2.1 |
1.0 |
(II) Price risk
As of December 31, 2017, the group was not exposed to significant price risk related to investments in equity securities either classified as “available-for-sale” or at “fair value through profit or loss.”
(III) Interest rate sensitivity
The group’s interest rate risk arises from interest-bearing assets and liabilities. Assets and liabilities at variable rates expose the group to cash flow interest rate risk. Assets and liabilities at fixed rates only expose the group to fair value interest rate risk in the case of debt instruments that are classified as at fair value through profit or loss. The group analyzes its interest rate exposure on a net basis, and if required, enters into derivative instruments in order to keep the volatility of net interest income or expense limited. Currently, the group has not entered into such derivative financial instruments related to interest rate risk management. The group's non-current interest-bearing liabilities mainly comprise two bonds with a fixed interest rate.
The following table shows the hypothetical influence on the income statement for variable-interest-bearing assets net of liabilities at variable interest rates, assuming market interest rate levels would have increased/decreased by 100 basis points. For the USD, increasing interest rates would have had a negative impact on the income statement, since the value of variable- interest-bearing liabilities would exceed the value of variable-interest-bearing assets. For the other most significant currencies, CHF, CNY, EUR, and INR, increasing interest rates would have had a positive impact on the income statement, since the value of variable-interest-bearing assets (comprising mainly cash and cash equivalents) would exceed the value of variable-interest-bearing liabilities.
Hypothetical impact of interest rate risk on income statement
millions of CHF |
2017 |
|||
Variable-interest-bearing assets (net) |
Amount |
Sensitivity in basis points |
Impact on post-tax profit |
|
rate increase |
rate decrease |
|||
USD |
–150.1 |
100 |
–1.0 |
1.0 |
CHF |
127.8 |
100 |
0.9 |
–0.9 |
CNY |
49.9 |
100 |
0.3 |
–0.3 |
EUR |
45.7 |
100 |
0.3 |
–0.3 |
INR |
38.9 |
100 |
0.3 |
–0.3 |
millions of CHF |
2016 |
|||
Variable-interest-bearing assets (net) |
Amount |
Sensitivity in basis points |
Impact on post-tax profit |
|
rate increase |
rate decrease |
|||
USD |
191.6 |
100 |
1.4 |
–1.4 |
EUR |
43.0 |
100 |
0.3 |
–0.3 |
CNY |
40.5 |
100 |
0.3 |
–0.3 |
CHF |
36.5 |
100 |
0.3 |
–0.3 |
INR |
23.3 |
100 |
0.2 |
–0.2 |
On December 31, 2017, if the interest rates on USD-denominated liabilities net of assets had been 100 basis points higher with all other variables held constant, post-tax profit for the year would have been CHF 1.0 million lower, mainly as a result of higher interest expenses on short-term borrowings. A decrease of interest rates on USD-denominated assets net of liabilities would have caused a gain of the same amount. As of December 31, 2016, if the interest rates had been 100 basis points higher with all other variables held constant, post-tax profit for the year would have been CHF 1.4 million higher, because at this time the USD-denominated assets exceeded the liabilities.
b) Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments, and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The maximum exposure to credit risk per class of financial assets is outlined in the fair value table in note 6.3. Not exposed to credit risks are equity securities classified as available-for-sale.
Credit risks of banks and financial institutions are monitored and managed centrally. Generally, only independently rated parties with a strong credit rating are accepted, and the total volume of transactions is split among several banks to reduce the individual risk with one bank.
For every customer with a large order volume, an individual risk assessment of the credit quality of the customer is performed that considers independent ratings, financial position, past experience, and other factors. Additionally, bank guarantees and letters of credit are requested. For more details on the credit risk out of trade accounts receivable, please refer to note 20.
c) Liquidity risk
Prudent liquidity risk management includes the maintenance of sufficient cash and marketable securities, the availability of funding from an adequate number of committed credit facilities, and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group Treasury maintains flexibility in funding through a committed credit line.
Management anticipates the future development of the group’s liquidity reserve on the basis of expected cash flows by performing regular group-wide cash forecasts. In 2017, the second of the two one-year extension options of the syndicated credit line of CHF 500 million was executed, and thus the credit line was extended to 2022. If special needs arise, financing will be reviewed case by case.
The following table analyzes the group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows calculated with the year-end closing rates. Borrowings include the notional amount as well as interest payments.
Maturity profile of financial liabilities
millions of CHF |
2017 |
|||||
|
Carrying amount |
<1 year |
1–2 years |
3–5 years |
>5 years |
Total |
Borrowings |
713.8 |
263.8 |
4.1 |
336.0 |
129.8 |
733.7 |
Trade accounts payable |
433.8 |
433.8 |
– |
– |
– |
433.8 |
Other current and non-current liabilities (including derivative liabilities) |
88.7 |
71.1 |
16.8 |
0.5 |
0.3 |
88.7 |
millions of CHF |
2016 |
|||||
|
Carrying amount |
<1 year |
1–2 years |
3–5 years |
>5 years |
Total |
Borrowings |
465.4 |
10.1 |
8.7 |
9.3 |
454.0 |
482.1 |
Trade accounts payable |
379.3 |
379.3 |
– |
– |
– |
379.3 |
Other current and non-current liabilities |
63.8 |
53.4 |
9.2 |
– |
1.2 |
63.8 |
6.2 Capital risk management
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In this respect, the group aims at maintaining an investment grade credit rating, either as a perceived rating or an external rating issued by a credit rating agency.
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The following table shows the net debt/EBITDA ratio as at December 31, 2017 and 2016. The increase of net debt in 2017 is particularly due to the additional borrowings needed mainly to finance the acquisitions.
Net debt/EBITDA ratio
millions of CHF |
2017 |
2016 |
Net debt |
–225.0 |
–35.9 |
EBITDA |
277.4 |
250.5 |
Net debt/EBITDA |
0.81 |
0.14 |
Another important ratio for the group is the gearing ratio (debt-to-equity ratio), which is calculated as total financial debt divided by equity attributable to shareholders of Sulzer Ltd. The equity capital as shown in the balance sheet corresponds to the managed equity capital.
The increase in the gearing ratio during 2017 resulted mainly from the increase in borrowings.
As of December 31, 2017 and 2016, the gearing ratio was as follows:
Gearing ratio
millions of CHF |
2017 |
2016 |
Borrowings |
713.8 |
465.4 |
Equity attributable to shareholders of Sulzer Ltd |
1’680.1 |
1’581.2 |
Borrowings-to-equity ratio (gearing) |
0.42 |
0.29 |
6.3 Fair value estimation
The following tables present the carrying amounts and fair values of financial assets and liabilities as of December 31, 2017 and 2016, including their levels in the fair value hierarchy. For financial assets and financial liabilities not measured at fair value in the balance sheet, fair value information is not provided if the carrying amount is a reasonable approximation of fair value.
Fair values are categorized into three different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
The fair value of financial instruments traded in active markets, including the outstanding bonds, is based on quoted market prices at the balance sheet date. Such instruments are included in level 1.
The fair values included in level 2 are based on valuation techniques using observable market input data. This may include discounted cash flow analysis, option pricing models or reference to other instruments that are substantially the same, while always making maximum use of market inputs and relying as little as possible on entity-specific inputs. The fair values of forward contracts are measured based on broker quotes for foreign exchange rates and interest rates.
Fair values measured using unobservable inputs are categorized within level 3 of the fair value hierarchy. This applies particularly to contingent considerations in business combinations.
Contingent considerations are linked to the fulfillment of certain parameters, mainly related to earn-out clauses and technology transfer. For more information please refer to note 4.
Fair value table
millions of CHF |
December 31, 2017 |
|||||
|
Notes |
Carrying amount |
Fair value |
Level 1 |
Level 2 |
Level 3 |
Financial assets measured at fair value |
|
|
|
|
|
|
Derivative assets – non-current |
28 |
0.2 |
0.2 |
– |
0.2 |
– |
Derivative assets – current |
21, 28 |
7.3 |
7.3 |
– |
7.3 |
– |
Total financial assets measured at fair value |
|
7.5 |
7.5 |
– |
7.5 |
– |
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
Loans and receivables |
17 |
9.4 |
|
|
|
|
Available-for-sale financial assets |
17 |
4.2 |
|
|
|
|
Non-current receivables (excluding non-current derivative assets) |
|
8.6 |
|
|
|
|
Trade accounts receivable |
20 |
901.8 |
|
|
|
|
Other current receivables (excluding current derivative assets and other taxes) |
21 |
27.0 |
|
|
|
|
Cash and cash equivalents |
22 |
488.8 |
|
|
|
|
Total financial assets not measured at fair value |
|
1’439.8 |
– |
– |
– |
– |
|
|
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
Derivative liabilities – current |
27, 28 |
6.8 |
6.8 |
– |
6.8 |
– |
Contingent considerations |
4 |
5.1 |
5.1 |
– |
– |
5.1 |
Put option liability |
4 |
14.6 |
14.6 |
– |
– |
14.6 |
Total financial liabilities measured at fair value |
|
26.5 |
26.5 |
– |
6.8 |
19.7 |
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
Outstanding bond |
25 |
450.4 |
456.0 |
456.0 |
– |
– |
Other non-current borrowings |
25 |
8.3 |
|
|
|
|
Other current borrowings and bank loans |
25 |
255.1 |
|
|
|
|
Other non-current liabilities (excluding put option liability) |
|
3.0 |
|
|
|
|
Trade accounts payable |
|
433.8 |
|
|
|
|
Other current liabilities (excluding current derivative liabilities, other taxes, and contingent considerations) |
|
23.9 |
|
|
|
|
Total financial liabilities not measured at fair value |
|
1’174.5 |
456.0 |
456.0 |
– |
– |
Fair value table
millions of CHF |
December 31, 2016 |
|||||
|
Notes |
Carrying amount |
Fair value |
Level 1 |
Level 2 |
Level 3 |
Financial assets measured at fair value |
|
|
|
|
|
|
Derivative assets – current |
21, 28 |
6.6 |
6.6 |
– |
6.6 |
– |
Total financial assets measured at fair value |
|
6.6 |
6.6 |
– |
6.6 |
– |
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
Loans and receivables |
17 |
8.6 |
|
|
|
|
Available-for-sale financial assets |
17 |
4.5 |
|
|
|
|
Non-current receivables (excluding non-current derivative assets) |
|
7.0 |
|
|
|
|
Trade accounts receivable |
20 |
883.2 |
|
|
|
|
Other accounts receivable (excluding current derivative assets) |
21 |
82.9 |
|
|
|
|
Cash and cash equivalents |
22 |
429.5 |
|
|
|
|
Total financial assets not measured at fair value |
|
1’415.7 |
– |
– |
– |
– |
|
|
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
Derivative liabilities – non-current |
28 |
0.2 |
0.2 |
– |
0.2 |
– |
Derivative liabilities – current |
27, 28 |
9.2 |
9.2 |
– |
9.2 |
– |
Contingent considerations |
4 |
9.5 |
9.5 |
– |
– |
9.5 |
Total financial liabilities measured at fair value |
|
18.9 |
18.9 |
– |
9.4 |
9.5 |
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
Outstanding bond |
25 |
450.4 |
452.9 |
452.9 |
– |
– |
Other non-current borrowings |
25 |
7.9 |
|
|
|
|
Other current borrowings and bank loans |
25 |
7.1 |
|
|
|
|
Other non-current liabilities (excluding non-current derivative liabilities) |
|
10.2 |
|
|
|
|
Trade accounts payable |
|
379.3 |
|
|
|
|
Other current liabilities (excluding current derivative liabilities) |
27 |
44.2 |
|
|
|
|
Total financial liabilities not measured at fair value |
|
899.1 |
452.9 |
452.9 |
– |
– |
7 Corporate risk management
Sulzer maintains an integrated risk management system that is under constant scrutiny for further improvement. A defined risk management process and four common tools (risk assessment schedule, risk-profiling matrix, risk description schedule, loss control schedule) are applied in order to assess and control all key risks, to implement and maintain risk financing and risk transfer measures, to monitor the results, and to define and implement corrective actions if required. In order to reflect the organizational changes towards a more market-oriented approach, the risk management process was adapted accordingly. Key risks were assessed on business unit level and consolidated on group level. The business units together with the divisions and the group functions generate their respective key risk-profiling matrices and complete and update the related risk control schedules on an annual basis. These schedules identify specific risk exposures and the related risk objectives, list existing loss controls, address their effectiveness, list (where required) additional or alternative loss controls, and determine responsibilities and time frames for their implementation. The business units’ key risk-profiling matrices are reviewed at the group level and are then consolidated into a Sulzer key risk-profiling matrix. The head of Risk Management informs the Audit Committee at least once a year of the current risks and risk mitigation as well as of the progress toward achieving major risk objectives. The assessment of risk management processes is included within the charter and scope of Group Internal Audit.
8 Personnel expenses
millions of CHF |
2017 |
2016 |
Salaries and wages |
853.1 |
795.8 |
Defined contribution plan expenses |
25.7 |
30.1 |
Defined benefit plan expenses/(income) |
18.7 |
–16.6 |
Cost of share-based payment transactions |
10.8 |
7.5 |
Social benefit costs |
137.2 |
126.7 |
Other personnel costs |
32.7 |
27.6 |
Total personnel expenses |
1’078.2 |
971.1 |
In 2016, pension plan amendments in Switzerland had a positive impact of CHF 35.4 million to the income statement 2016 and were recorded as a reduction of defined benefit plan expenses. In 2017, no comparable effect was recognized.
9 Employee benefit plans
The defined benefit obligation for the active members of pension plans is the present value of accrued pension obligations at balance sheet date considering future salary and pension increases as well as turnover rates (using the Project Unit Credit Method). The defined benefit obligation for the retirees is the present value of the current and future pension benefits considering future pension increases.
|
2017 |
|||||
millions of CHF |
Funded plans Switzerland |
Funded plans United Kingdom |
Funded plans USA |
Funded plans Others |
Unfunded plans |
Total |
Reconciliation of the amount recognized in the balance sheet as of December 31 |
|
|
|
|
|
|
Present value of funded defined benefit obligation |
–1’218.3 |
–634.4 |
–65.4 |
–79.5 |
– |
–1’997.6 |
Fair value of plan assets |
1’210.6 |
502.3 |
45.9 |
65.5 |
– |
1’824.3 |
Overfunding / (underfunding) |
–7.7 |
–132.1 |
–19.5 |
–14.0 |
– |
–173.3 |
Present value of unfunded defined benefit obligation |
– |
– |
– |
– |
–50.9 |
–50.9 |
Adjustment to asset ceiling |
–1.6 |
– |
– |
– |
– |
–1.6 |
Asset / (liability) recognized in the balance sheet |
–9.3 |
–132.1 |
–19.5 |
–14.0 |
–50.9 |
–225.8 |
– thereof as liabilities under defined benefit obligation |
–22.5 |
–132.1 |
–19.5 |
–14.1 |
–50.9 |
–239.1 |
– thereof as prepaid expenses |
13.2 |
– |
– |
0.1 |
– |
13.3 |
|
2016 |
|||||
millions of CHF |
Funded plans Switzerland |
Funded plans United Kingdom |
Funded plans USA |
Funded plans Others |
Unfunded plans |
Total |
Reconciliation of the amount recognized in the balance sheet as of December 31 |
|
|
|
|
|
|
Present value of funded defined benefit obligation |
–1’271.2 |
–666.2 |
–64.9 |
–62.2 |
– |
–2’064.5 |
Fair value of plan assets |
1’213.4 |
479.7 |
42.8 |
47.4 |
– |
1’783.3 |
Overfunding / (underfunding) |
–57.8 |
–186.5 |
–22.1 |
–14.8 |
– |
–281.2 |
Present value of unfunded defined benefit obligation |
– |
– |
– |
– |
–46.4 |
–46.4 |
Adjustment to asset ceiling |
–2.2 |
– |
– |
–0.1 |
– |
–2.3 |
Asset / (liability) recognized in the balance sheet |
–60.0 |
–186.5 |
–22.1 |
–14.9 |
–46.4 |
–329.9 |
– thereof as liabilities under defined benefit obligation |
–69.6 |
–186.5 |
–22.1 |
–15.0 |
–46.4 |
–339.6 |
– thereof as prepaid expenses |
9.6 |
– |
– |
0.1 |
– |
9.7 |
Sulzer operates major funded defined benefit pension plans in Switzerland, UK, Ireland, and the USA. Unfunded defined benefit plans relate to German pension benefit plans. The plans are exposed to actuarial risks, e.g. longevity risk, currency risk, interest rate risk, and the funded plans additionally to market (investment) risk.
In Switzerland, Sulzer contributes to two pension plans funded via two different pension funds, i.e. a base plan for all employees and a supplementary plan for employees with salaries exceeding a certain limit. Both plans provide benefits depending on the pension savings at retirement. They include certain legal minimum interest credits to the pension savings (i.e. investment return) and guaranteed rates of conversion of pension savings into an annuity at retirement. In addition, the plans offer death in service and disability benefits. The two pension funds are collective funds administrating pension plans of Sulzer group companies and also unrelated companies. In case of a material underfunding of the pension plans, the regulations include predefined steps, such as higher contribution by employer and employees or lower interest on pension savings, to eliminate the underfunding. The pension funds are legally separated from the group. The vast majority of the active participants in the two pension funds are employed by companies not belonging to the Sulzer group. The Board of Trustees for the base plan comprises ten employee and ten employer representatives. The average discount rate remained stable in 2017 compared to 2016. Fewer active plan participants and retirees resulted in a lower defined benefit obligation in 2017 compared to 2016. Despite having fewer active members and retirees the plan assets remained stable compared to 2016 due to a good return on plan assets. The total expenses recognized in the income statement in 2017 were CHF 15.3 million (2016: income of CHF 17.9 million, impacted by pension plan amendments). The Swiss Pension Fund Board decided in June 2016 to reduce the guaranteed pension conversion rate by 1.0 percentage points over four years, beginning January 1, 2018. The plan amendments, recognized as past service cost, have had a positive impact of CHF 35.4 million in the income statement 2016.
In the UK, Sulzer merged its two funded defined benefit plans into one funded defined benefit plan. The plan is a final salary plan and provides benefits linked to salary at closure to future accrual adjusted for inflation to retirement or earlier date of leaving service. The scheme is fully closed to new entrants and future accruals. The scheme is managed by six trustees forming the Board. The plan is a multi-employer scheme with Sulzer (UK) Holding being the principal sponsor. The discount rate remained stable at 2.5% (2016: 2.5%). The net pension liabilities decreased from CHF 186.5 million in 2016 to CHF 132.1 million, due to changes in financial and demographic assumptions. The total expenses recognized in the income statement in 2017 were CHF 5.1 million compared to CHF 4.0 million in 2016.
In the USA, Sulzer operates non-contributory defined benefit retirement plans. The salaried plans provide benefits that are based on years of service and the employee’s compensation, averaged over the five highest consecutive years preceding retirement. The hourly plans’ benefits are based on years of service and a flat dollar benefit multiplier. All plans were closed for new entrants. In 2017, an expense of CHF 0.9 million was recognized in the income statement (2016: an expense of CHF 0.9 million). The discount rate decreased to 3.6% in 2017 (2016: 4.0%). The amount recognized in other comprehensive income (OCI) in 2017 was CHF –1.1 million (2016: CHF –0.6 million).
In Germany, Sulzer operates a range of different defined benefit pension plans. The majority of these plans are unfunded and benefits are paid directly by the employer to the beneficiaries as they became due. All defined benefit plans are closed for new joiners and a new defined contribution plan for all employees was introduced in 2007. Existing employees who participated in the defined benefit plans continued to be eligible for these defined benefit pensions but became also eligible for the new defined contribution pensions. However, benefits received under the defined contribution plan are offset against the benefits under the defined benefit plans. The different defined benefit plans offer retirement pension, disability pension, and survivor’s pension benefits.
Employee benefit plans
millions of CHF |
2017 |
2016 |
Reconciliation of effect of asset ceiling |
|
|
Adjustment to asset ceiling at January 1 |
–2.3 |
–1.3 |
Change in effect of asset ceiling excl. interest income / (expense) |
0.7 |
–1.0 |
Adjustment to asset ceiling at December 31 |
–1.6 |
–2.3 |
|
|
|
Reconciliation of asset / (liability) recognized in the balance sheet |
|
|
Asset / (liability) recognized at January 1 |
–329.9 |
–285.2 |
Defined benefit income / (loss) recognized in the income statement |
–25.7 |
9.8 |
Defined benefit income / (loss) recognized in OCI |
113.6 |
–98.2 |
Employer contribution |
29.8 |
28.3 |
Acquired through business combination |
–2.7 |
–7.0 |
Currency translation differences |
–10.9 |
22.4 |
Asset / (liability) recognized at December 31 |
–225.8 |
–329.9 |
|
|
|
Components of defined benefit income / (expense) in the income statement |
|
|
Current service cost (employer) |
–18.2 |
–20.8 |
Interest cost |
–27.4 |
–33.5 |
Interest income on plan assets |
20.4 |
26.7 |
Past service cost |
–0.1 |
37.6 |
Effects of curtailments and settlement |
0.2 |
0.4 |
Other administrative cost |
–0.6 |
–0.6 |
Income / (expense) recognized in the income statement |
–25.7 |
9.8 |
– thereof charged to personnel expenses |
–18.7 |
16.6 |
– thereof charged to financial expense |
–7.0 |
–6.8 |
|
|
|
Components of defined benefit gain / (loss) in OCI |
|
|
Actuarial gain / (loss) on defined benefit obligation |
29.4 |
–202.5 |
Return on plan assets excl. interest income |
83.4 |
104.9 |
Change in effect of asset ceiling excl. interest expense / (income) |
0.7 |
–1.0 |
Return on reimbursement right excl. interest income |
0.1 |
0.4 |
Defined benefit gain / (loss) recognized in OCI 1) |
113.6 |
–98.2 |
1) The tax effect on defined benefit cost recognized in OCI amounted to CHF –21.8 million (2016: CHF 16.1 million)
Employee benefit plans
millions of CHF |
2017 |
2016 |
Reconciliation of defined benefit obligation |
|
|
Defined benefit obligation as of January 1 |
–2’110.9 |
–2’088.5 |
Interest cost |
–27.4 |
–33.5 |
Current service cost (employer) |
–18.2 |
–20.8 |
Contributions by plan participants |
–9.7 |
–9.0 |
Past service cost |
–0.1 |
37.6 |
Benefits paid/deposited |
139.7 |
128.2 |
Effects of curtailments and settlement |
0.2 |
2.6 |
Acquired through business combination |
–13.5 |
–20.0 |
Other administrative cost |
–0.6 |
–0.6 |
Actuarial gain / (loss) on obligation |
29.4 |
–202.5 |
Currency translation differences |
–37.4 |
95.6 |
Defined benefit obligation as of December 31 1) |
–2’048.5 |
–2’110.9 |
|
|
|
Reconciliation of the fair value of plan assets |
|
|
Fair value of plan assets as of January 1 |
1’783.3 |
1’804.6 |
Interest income on plan assets |
20.4 |
26.7 |
Employer contribution |
29.8 |
28.3 |
Contributions by plan participants |
9.7 |
9.0 |
Benefits paid/deposited |
–139.7 |
–128.0 |
Effects of curtailments and settlement |
–0.2 |
–2.2 |
Acquired through business combination |
10.8 |
13.0 |
Return on plan assets excl. interest income |
83.4 |
104.9 |
Currency translation differences |
26.8 |
–73.0 |
Fair value of plan assets as of December 31 |
1’824.3 |
1’783.3 |
|
|
|
Total plan assets at fair value – quoted market price |
|
|
Cash and cash equivalents |
94.5 |
134.6 |
Equity instruments third parties |
623.0 |
598.6 |
Debt instruments third parties |
513.4 |
526.6 |
Real estate funds |
32.7 |
30.0 |
Investment funds |
3.4 |
4.0 |
Others |
76.3 |
38.3 |
Total assets at fair value – quoted market price as of December 31 |
1’343.3 |
1’332.1 |
|
|
|
Total plan assets at fair value – non-quoted market price |
|
|
Properties occupied by or used by third-parties (real estate) |
272.0 |
267.0 |
Others |
209.0 |
184.2 |
Total assets at fair value – non-quoted market price as of December 31 |
481.0 |
451.2 |
|
|
|
Best estimate of contributions for upcoming financial year |
|
|
Contributions by the employer |
26.0 |
25.0 |
1) The defined benefit obligation 2017 includes the funded part (CHF 1’997.6 million) and the unfunded part (CHF 50.9 million).
Employee benefit plans
millions of CHF |
2017 |
2016 |
Components of defined benefit obligation, split |
|
|
Defined benefit obligation for active members |
–354.7 |
–334.8 |
Defined benefit obligation for pensioners |
–1’325.0 |
–1’367.9 |
Defined benefit obligation for deferred members |
–368.8 |
–408.2 |
Total defined benefit obligation at December 31 |
–2’048.5 |
–2’110.9 |
|
|
|
Components of actuarial gain / (losses) on obligations |
|
|
Actuarial gain / (loss) arising from changes in financial assumptions |
–7.1 |
–158.0 |
Actuarial gain / (loss) arising from changes in demographic assumptions |
19.6 |
–27.5 |
Actuarial gain / (loss) arising from experience adjustments |
16.9 |
–17.0 |
Total actuarial gain / (loss) on defined benefit obligation |
29.4 |
–202.5 |
|
|
|
Components of economic benefit available |
|
|
Economic benefits available in form of reduction in future contribution |
453.9 |
343.1 |
Total economic benefit available |
453.9 |
343.1 |
|
|
|
Maturity profile of defined benefit obligation |
|
|
Weighted average duration of defined benefit obligation in years |
13.8 |
13.5 |
Since the defined benefit obligation for the Swiss and UK pension plans represents more than 91% (2016: 94%) of the group, the following significant actuarial assumptions apply exclusively to these two countries:
|
2017 |
2016 |
||
Principal actuarial assumptions as of December 31 |
Funded plans Switzerland |
Funded plans United Kingdom |
Funded plans Switzerland |
Funded plans United Kingdom |
Discount rate for active employees |
0.7% |
2.5% |
0.8% |
2.5% |
Discount rate for pensioners |
0.4% |
2.5% |
0.4% |
2.5% |
Future salary increases |
1.0% |
0.0% |
1.0% |
0.0% |
Future pension increases |
0.0% |
2.5% |
0.0% |
2.5% |
Life expectancy at retirement age (male/female) in years |
23/25 |
22/24 |
22/24 |
22/24 |
millions of CHF |
2017 |
2016 |
Sensitivity analysis of defined benefit obligation |
|
|
Discount rate (decrease 0.25%) |
–71.7 |
–75.6 |
Discount rate (increase 0.25%) |
67.5 |
71.0 |
Future salary growth (decrease 0.25%) |
3.1 |
3.7 |
Future salary growth (increase 0.25%) |
–3.2 |
–3.8 |
Life expectancy (decrease 1 year) |
105.5 |
113.4 |
Life expectancy (increase 1 year) |
–104.2 |
–111.7 |
10 Research and development expenses
A breakdown of the research and development expenses per division is shown in the table below:
millions of CHF |
2017 |
2016 1) |
Pumps Equipment |
39.0 |
30.8 |
Rotating Equipment Services |
1.4 |
3.0 |
Chemtech |
16.3 |
17.2 |
Applicator Systems |
23.8 |
20.3 |
Others |
0.5 |
0.1 |
Total |
81.0 |
71.4 |
1) Reclassified numbers according to new operational structure, effective since January 1, 2017.
11 Other operating income and expenses
millions of CHF |
2017 |
2016 |
Income from release of contingent consideration |
2.6 |
4.8 |
Gain from sale of property, plant, and equipment |
4.6 |
3.1 |
Operating currency exchange gains, net |
1.3 |
4.1 |
Other operating income |
13.7 |
11.4 |
Total other operating income |
22.2 |
23.4 |
Restructuring expenses |
–21.7 |
–57.0 |
Impairments of tangible and intangible assets |
–15.4 |
–18.4 |
Cost for mergers and acquisitions |
–4.1 |
–5.0 |
Loss from sale of property, plant, and equipment |
–0.2 |
–1.9 |
Total other operating expenses |
–41.4 |
–82.3 |
|
|
|
Total other operating income and expenses, net |
–19.2 |
–58.9 |
During 2017, the group reassessed the achievement of the earn-out targets related to contingent consideration arrangements. The reassessment resulted in an income of CHF 2.6 million (2016: CHF 4.8 million).
Other operating income includes income from litigation cases, government grants and incentives, and recharges to third parties not qualifying as sales from customers.
As part of the Sulzer Full Potential (SFP) program, Sulzer has initiated several measures to adapt the global manufacturing capacities and streamline the organizational setup. In 2017, the group recognized restructuring costs of CHF 21.7 million (2016: CHF 57.0 million). Restructuring costs are mainly associated with measures started in France, China, Brazil, Switzerland, and Ireland. The group further performed impairment tests on the related production machines and facilities leading to impairments of CHF 15.4 million (2016: CHF 18.4 million). For more details refer to note 15.
The functional allocation of the total restructuring expenses and impairments is as follows: Cost of goods sold CHF –20.0 million (2016: CHF –52.7 million), selling and distribution expenses CHF –3.7 million (2016: CHF –2.9 million), and general and administrative expenses CHF –13.4 million (2016: CHF –19.8 million).
12 Financial income and expenses
millions of CHF |
2017 |
2016 |
Interest and securities income |
4.1 |
5.2 |
Total interest and securities income |
4.1 |
5.2 |
Interest expenses |
–8.2 |
–10.6 |
Interest expenses on employee benefit plans |
–7.0 |
–6.8 |
Total interest expenses |
–15.2 |
–17.4 |
Net interest expenses |
–11.1 |
–12.2 |
|
|
|
Income from investments and other financial assets |
0.8 |
0.1 |
Fair value changes |
1.2 |
2.0 |
Other financial expenses |
–1.2 |
–1.6 |
Currency exchange losses (net) |
–0.5 |
–7.6 |
Total other financial income/(expenses), net |
0.3 |
–7.1 |
|
|
|
Total financial expenses |
–10.8 |
–19.3 |
– thereof from financial assets held at fair value through profit or loss |
1.2 |
2.0 |
– thereof from loans and receivables |
2.4 |
–4.0 |
– thereof from borrowings |
–8.2 |
–10.6 |
– thereof from investments |
0.8 |
0.1 |
– thereof from employee benefit plans |
–7.0 |
–6.8 |
The income on interest and securities decreased, and also interest expenses decreased compared with 2016, mainly due to lower coupon expenses on the CHF 450 million bond issued on July 11, 2016, replacing the matured CHF 500 million bond. Thus, total interest expenses on bonds in 2017 reduced to CHF 2.2 million from CHF 7.4 million in 2016. On the other hand, due to the increased level of other borrowings, interest expenses related to other borrowings increased from CHF 3.2 million in 2016 to CHF 6.0 million in 2017. The “Fair value changes” largely comprise the fair valuation of derivative financial instruments that are classified as financial assets or financial liabilities at fair value through profit or loss and that are used as hedging instruments with regard to foreign exchange risks.
13 Income taxes
millions of CHF |
2017 |
2016 |
Current income tax expenses |
–55.4 |
–54.3 |
Deferred income tax income |
17.2 |
19.2 |
Total income tax expenses |
–38.2 |
–35.1 |
The weighted average tax rate results from applying each subsidiary’s statutory income tax rate to the income before taxes. Since the group operates in countries that have differing tax laws and rates, the consolidated weighted average effective tax rate will vary from year to year according to variations in income per country and changes in applicable tax rates.
Reconciliation of income tax expenses
millions of CHF |
2017 |
2016 |
Income before income tax expenses |
125.4 |
95.2 |
Weighted average tax rate |
22.8% |
23.1% |
Income taxes at weighted average tax rate |
–28.6 |
–22.0 |
Income taxed at different tax rates |
6.1 |
3.4 |
Effect of tax loss carryforwards and allowances for deferred income tax assets |
–4.6 |
–6.0 |
Expenses not deductible for tax purposes |
–4.3 |
–4.0 |
Effect of changes in tax rates and legislation |
–4.8 |
–1.9 |
Prior year items and others |
–2.0 |
–4.6 |
Total income tax expenses |
–38.2 |
–35.1 |
Effective income tax rate |
30.5% |
36.9% |
The effective income tax rate of 30.5% (2016: 36.9%) is mainly impacted by the enacted US Tax Reform and restructuring expenses in China with no corresponding tax effect. The negative effect of the US Federal Corporate Income Tax Rate reduction from 35.0% to 21.0% amounts to CHF 4.1 million due to the revaluation of deferred tax assets and the further combined effects of CHF 3.6 million. Excluding these one-time effects, the effective income tax rate would have been at 23.4%. The effective income tax rate for 2016 of 36.9% was impacted by various restructuring expenses with no corresponding tax effects. Excluding the restructuring expenses, the effective income tax rate would have been at 24.3%.
Income tax liabilities
millions of CHF |
2017 |
2016 |
Balance as of January 1 |
16.5 |
12.5 |
Acquired through business combination |
2.0 |
3.8 |
Additions |
51.9 |
51.6 |
Released as no longer required |
– |
–9.0 |
Utilized |
–44.3 |
–40.5 |
Currency translation differences |
1.0 |
–1.9 |
Total income tax liabilities as of December 31 |
27.1 |
16.5 |
– thereof non-current |
2.3 |
2.6 |
– thereof current |
24.8 |
13.9 |
Summary of deferred income tax assets and liabilities in the balance sheet
|
2017 |
2016 |
||||
millions of CHF |
Assets |
Liabilities |
Net |
Assets |
Liabilities |
Net |
Intangible assets |
0.5 |
–107.7 |
–107.2 |
0.3 |
–98.9 |
–98.6 |
Property, plant, and equipment |
7.4 |
–10.9 |
–3.5 |
4.6 |
–15.4 |
–10.8 |
Other financial assets |
0.2 |
–0.1 |
0.1 |
0.8 |
–1.5 |
–0.7 |
Inventories |
22.1 |
–4.5 |
17.6 |
22.9 |
–5.2 |
17.7 |
Other assets |
19.7 |
–18.6 |
1.1 |
27.1 |
–11.5 |
15.6 |
Non-current provisions |
16.7 |
–2.5 |
14.2 |
17.3 |
–2.3 |
15.0 |
Defined benefit plans |
35.4 |
–0.3 |
35.1 |
60.5 |
–0.6 |
59.9 |
Current provisions |
22.9 |
–3.7 |
19.2 |
25.5 |
–0.5 |
25.0 |
Other current liabilities |
28.5 |
–8.9 |
19.6 |
24.4 |
–15.0 |
9.4 |
Tax loss carryforwards |
38.0 |
– |
38.0 |
28.8 |
– |
28.8 |
Elimination of intercompany profits |
0.7 |
– |
0.7 |
0.7 |
– |
0.7 |
Tax assets/liabilities |
192.1 |
–157.2 |
34.9 |
212.9 |
–150.9 |
62.0 |
|
|
|
|
|
|
|
Offset of assets and liabilities |
–52.4 |
52.4 |
– |
–55.3 |
55.3 |
– |
|
|
|
|
|
|
|
Net recorded deferred income tax assets and liabilities |
139.7 |
–104.8 |
34.9 |
157.6 |
–95.6 |
62.0 |
Cumulative deferred income taxes recorded in equity as of December 31, 2017, amounted to CHF 25.9 million (December 31, 2016: CHF 48.8 million). In compliance with the exception clause of IAS 12, the group does not recognize deferred taxes on investments in subsidiaries in the balance sheet.
Movement of deferred income tax assets and liabilities in the balance sheet
|
2017 |
|||||
millions of CHF |
Balance as of January 1 |
Recognized in profit or loss |
Recognized in other comprehensive income |
Acquisition of subsidiaries |
Currency translation differences |
Balance as of December 31 |
Intangible assets |
–98.6 |
10.5 |
– |
–19.1 |
– |
–107.2 |
Property, plant, and equipment |
–10.8 |
7.4 |
– |
–0.1 |
– |
–3.5 |
Other financial assets |
–0.7 |
1.9 |
–1.1 |
– |
– |
0.1 |
Inventories |
17.7 |
–0.1 |
– |
–0.6 |
0.6 |
17.6 |
Other assets |
15.6 |
–14.2 |
– |
– |
–0.3 |
1.1 |
Non-current provisions |
15.0 |
–1.0 |
– |
– |
0.2 |
14.2 |
Defined benefit plans |
59.9 |
–4.1 |
–21.8 |
– |
1.1 |
35.1 |
Current provisions |
25.0 |
–5.5 |
– |
– |
–0.3 |
19.2 |
Other current liabilities |
9.4 |
10.1 |
– |
– |
0.1 |
19.6 |
Tax loss carryforwards |
28.8 |
12.2 |
– |
– |
–3.0 |
38.0 |
Elimination of intercompany profits |
0.7 |
– |
– |
– |
– |
0.7 |
Total |
62.0 |
17.2 |
–22.9 |
–19.8 |
–1.6 |
34.9 |
|
2016 |
|||||
millions of CHF |
Balance as of January 1 |
Recognized in profit or loss |
Recognized in other comprehensive income |
Acquisition of subsidiaries |
Currency translation differences |
Balance as of December 31 |
Intangible assets |
–69.8 |
6.2 |
– |
–36.7 |
1.7 |
–98.6 |
Property, plant, and equipment |
–13.4 |
1.8 |
– |
0.8 |
– |
–10.8 |
Other financial assets |
2.6 |
–3.4 |
–0.4 |
– |
0.5 |
–0.7 |
Inventories |
13.8 |
4.2 |
– |
–1.0 |
0.7 |
17.7 |
Other assets |
7.6 |
6.1 |
– |
– |
1.9 |
15.6 |
Non-current provisions |
12.2 |
2.5 |
– |
– |
0.3 |
15.0 |
Defined benefit plans |
52.4 |
–4.9 |
16.1 |
– |
–3.7 |
59.9 |
Current provisions |
25.1 |
–1.2 |
– |
– |
1.1 |
25.0 |
Other current liabilities |
7.7 |
5.4 |
– |
– |
–3.7 |
9.4 |
Tax loss carryforwards |
25.4 |
2.5 |
– |
– |
0.9 |
28.8 |
Elimination of intercompany profits |
0.7 |
– |
– |
– |
– |
0.7 |
Total |
64.3 |
19.2 |
15.7 |
–36.9 |
–0.3 |
62.0 |
Tax loss carryforwards
|
2017 |
||||
millions of CHF |
Amount |
Potential tax assets |
Valuation allowance |
Carrying amount |
TLCF |
Expiring in the next 3 years |
3.9 |
0.9 |
–0.1 |
0.8 |
0.5 |
Expiring in 4–7 years |
92.3 |
21.1 |
–3.1 |
18.0 |
14.3 |
Available without limitation |
160.4 |
34.0 |
–14.8 |
19.2 |
71.4 |
Total tax loss carryforwards as of December 31 |
256.6 |
56.0 |
–18.0 |
38.0 |
86.2 |
|
2016 |
||||
millions of CHF |
Amount |
Potential tax assets |
Valuation allowance |
Carrying amount |
TLCF |
Expiring in the next 3 years |
0.8 |
0.2 |
–0.2 |
– |
0.8 |
Expiring in 4–7 years |
85.0 |
19.4 |
–4.5 |
14.9 |
20.4 |
Available without limitation |
78.1 |
19.0 |
–5.1 |
13.9 |
27.3 |
Total tax loss carryforwards as of December 31 |
163.9 |
38.6 |
–9.8 |
28.8 |
48.5 |
Deferred income tax assets are recognized for tax loss carryforwards to the extent that the realization of the related tax benefit through future taxable profits is probable. No deferred income tax assets have been recognized on tax loss carryforwards in the amount of CHF 86.2 million (2016: CHF 48.5 million).
14 Intangible assets
|
2017 |
|||||
millions of CHF |
Goodwill |
Trademarks and licenses |
Research and development |
Computer software |
Customer relationship |
Total |
Acquisition cost |
|
|
|
|
|
|
Balance as of January 1 |
1’120.1 |
149.3 |
8.7 |
48.1 |
433.0 |
1’759.2 |
Acquired through business combination |
50.3 |
25.9 |
2.2 |
0.1 |
83.0 |
161.5 |
Additions |
– |
0.1 |
0.5 |
1.9 |
0.1 |
2.6 |
Disposals |
– |
–0.3 |
– |
–3.0 |
– |
–3.3 |
Currency translation differences |
35.3 |
5.8 |
0.3 |
0.7 |
27.4 |
69.5 |
Balance as of December 31 |
1’205.7 |
180.8 |
11.7 |
47.8 |
543.5 |
1’989.5 |
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
Balance as of January 1 |
340.0 |
105.0 |
2.5 |
43.0 |
153.3 |
643.8 |
Additions |
– |
11.8 |
1.8 |
2.5 |
37.7 |
53.8 |
Disposals |
– |
–0.3 |
– |
–3.0 |
– |
–3.3 |
Currency translation differences |
– |
2.5 |
0.1 |
0.1 |
6.0 |
8.7 |
Balance as of December 31 |
340.0 |
119.0 |
4.4 |
42.6 |
197.0 |
703.0 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
As of January 1 |
780.1 |
44.3 |
6.2 |
5.1 |
279.7 |
1’115.4 |
As of December 31 |
865.7 |
61.8 |
7.3 |
5.2 |
346.5 |
1’286.5 |
|
2016 |
|||||
millions of CHF |
Goodwill |
Trademarks and licenses |
Research and development |
Computer software |
Customer relationship |
Total |
Acquisition cost |
|
|
|
|
|
|
Balance as of January 1 |
1’019.8 |
133.2 |
6.3 |
44.6 |
332.4 |
1’536.3 |
Acquired through business combination |
121.3 |
11.2 |
2.2 |
0.8 |
120.1 |
255.6 |
Additions |
– |
– |
0.2 |
1.2 |
– |
1.4 |
Disposals |
– |
0.1 |
– |
–1.0 |
–6.6 |
–7.5 |
Reclassifications |
– |
– |
– |
1.6 |
– |
1.6 |
Currency translation differences |
–21.0 |
4.8 |
– |
0.9 |
–12.9 |
–28.2 |
Balance as of December 31 |
1’120.1 |
149.3 |
8.7 |
48.1 |
433.0 |
1’759.2 |
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
Balance as of January 1 |
340.0 |
93.4 |
1.1 |
39.5 |
136.1 |
610.1 |
Additions |
– |
13.5 |
1.4 |
3.7 |
28.7 |
47.3 |
Disposals |
– |
0.1 |
– |
–1.0 |
–6.6 |
–7.5 |
Currency translation differences |
– |
–2.0 |
– |
0.8 |
–4.9 |
–6.1 |
Balance as of December 31 |
340.0 |
105.0 |
2.5 |
43.0 |
153.3 |
643.8 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
As of January 1 |
679.8 |
39.8 |
5.2 |
5.1 |
196.3 |
926.2 |
As of December 31 |
780.1 |
44.3 |
6.2 |
5.1 |
279.7 |
1’115.4 |
Goodwill impairment test
The following events during the reporting period resulted in a new definition of the cash-generating units (CGUs):
- As of January 1, 2017, the spare parts business for pumps was transferred from the Pumps Equipment to the Rotating Equipment Services division. The group also changed the operational structure of its organization. The cash-generating unit Water and the other business units of the Pumps Equipment division have been combined into the cash-generating unit Pumps Equipment.
- As of January 1, 2017, the group separated the business for liquid applications and mixing technology, previously reported in the Chemtech division, into a new division and cash-generating unit called Applicator Systems.
The respective goodwill has been reallocated to the cash-generating units as follows:
|
2017 |
2016 |
||
millions of CHF |
Goodwill |
Goodwill, as reported |
Goowill transferred, based on new structure |
Goodwill, restated |
Goodwill, net book value as of December 31 is allocated as follows |
865.7 |
780.1 |
–0.0 |
780.1 |
Pumps Equipment – business unit Water |
– |
264.1 |
–264.1 |
– |
Pumps Equipment – other business units, individually not significant |
– |
25.2 |
–25.2 |
– |
Pumps Equipment |
320.7 |
– |
286.6 |
286.6 |
Rotating Equipment Services – region EMEA |
146.7 |
129.9 |
0.8 |
130.7 |
Rotating Equipment Services – region APAC |
8.6 |
8.4 |
– |
8.4 |
Rotating Equipment Services – region AME |
72.8 |
74.2 |
1.9 |
76.1 |
Chemtech – Separation Technology |
71.7 |
69.0 |
– |
69.0 |
Chemtech – Tower Field Service |
19.4 |
19.3 |
0.8 |
20.1 |
Applicator Systems (previous Chemtech SMS) |
225.8 |
190.0 |
–0.8 |
189.2 |
Goodwill is allocated to the smallest cash-generating unit at which goodwill is monitored for internal management purposes (i.e. division, business units, or areas). The fair value of these units is determined by calculating its value in use over a five-year cash flow projection period. The calculation uses the budget for next year (2018), the three-year strategic plan for subsequent two periods (2019–2020), and a management calculation for the next two periods (2021–2022). The budget has been reviewed by the Board of Directors. Cash flows beyond this planning period are extrapolated using a terminal value including the growth rates as stated below:
|
2017 |
2016 |
||
|
Growth rate residual value |
Pre-tax discount rate |
Growth rate residual value |
Pre-tax discount rate |
Pumps Equipment – business unit Water |
– |
– |
1.0% |
10.6% |
Pumps Equipment – other business units, individually not significant |
– |
– |
2.0% |
11.6% |
Pumps Equipment |
2.0% |
9.2% |
– |
– |
Rotating Equipment Services – region EMEA |
2.0% |
12.5% |
2.0% |
10.0% |
Rotating Equipment Services – other business units, individually not significant |
– |
– |
2.0% |
10.0% |
Rotating Equipment Services – region APAC |
2.0% |
12.4% |
– |
– |
Rotating Equipment Services – region AME |
2.0% |
12.8% |
– |
– |
Chemtech |
– |
– |
1.0% |
8.9% |
Chemtech – Separation Technology |
2.0% |
9.9% |
– |
– |
Chemtech – Tower Field Service |
1.0% |
10.4% |
– |
– |
Applicator Systems |
1.0% |
6.6% |
– |
– |
Sensitivity analyses
The recoverable amount from cash-generating units is measured on the basis of value-in-use calculations significantly impacted by the terminal growth rate used to determine the residual value, the discount rate, and the projected cash flows. A reduction of the terminal growth rate by 1% or an increase of the pre-tax discount rate by 1% would not lead to an impairment for all the cash-generating units.
15 Property, plant, and equipment
|
2017 |
||||
millions of CHF |
Land and buildings |
Machinery and technical equipment |
Other non-current assets |
Assets under construction |
Total |
Acquisition cost |
|
|
|
|
|
Balance as of January 1 |
383.6 |
713.0 |
187.2 |
32.6 |
1’316.4 |
Acquired through business combination |
10.5 |
15.0 |
1.5 |
1.0 |
28.0 |
Additions |
7.0 |
30.8 |
8.7 |
32.1 |
78.6 |
Disposals |
–12.4 |
–45.1 |
–20.5 |
– |
–78.0 |
Reclassifications |
7.7 |
19.8 |
2.3 |
–29.8 |
– |
Currency translation differences |
6.1 |
16.5 |
3.4 |
0.1 |
26.1 |
Balance as of December 31 |
402.5 |
750.0 |
182.6 |
36.0 |
1’371.1 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
Balance as of January 1 |
164.8 |
488.6 |
152.0 |
– |
805.4 |
Additions |
13.4 |
47.3 |
11.0 |
– |
71.7 |
Disposals |
–6.9 |
–42.6 |
–20.1 |
– |
–69.6 |
Impairments |
4.4 |
8.8 |
2.2 |
– |
15.4 |
Currency translation differences |
2.5 |
10.2 |
3.9 |
– |
16.6 |
Balance as of December 31 |
178.2 |
512.3 |
149.0 |
– |
839.5 |
|
|
|
|
|
|
Net book value |
|
|
|
|
|
As of January 1 |
218.8 |
224.4 |
35.2 |
32.6 |
511.0 |
As of December 31 |
224.3 |
237.7 |
33.6 |
36.0 |
531.6 |
|
|
|
|
|
|
Thereof leased property, plant, and equipment |
|
|
|
|
|
Acquisition cost of leased property, plant, and equipment |
7.0 |
1.5 |
0.3 |
– |
8.8 |
Accumulated depreciation |
0.7 |
0.2 |
0.3 |
– |
1.2 |
Net book value as of December 31 |
6.3 |
1.3 |
– |
– |
7.6 |
|
|
|
|
|
|
Leasing commitments (present value) as of December 31 |
6.7 |
1.2 |
– |
– |
7.9 |
Following restructuring announcements and under absorption in 2017, the group performed impairment tests on the related production machines and facilities, resulting in impairments of CHF 15.4 million as of December 31, 2017 (December 31, 2016: CHF 18.4 million), all of which were charged to other operating expenses. The impairment losses recognized in 2017 are mainly related to test beds and production machines which are not used anymore in the production process. The recoverable amount of these assets has been determined to be nil, since there is no market to dispose the assets externally. In 2017 the group sold three buildings in Canada, Denmark, and Finland with a book value of CHF 4.3 million for CHF 8.1 million resulting in a gain of CHF 3.8 million. Other fixed assets with a book value of CHF 4.1 million (2016: CHF 11.0 million) were sold for CHF 4.7 million (2016: CHF 12.2 million) resulting in a gain of CHF 0.6 million (2016: gain of CHF 1.2 million).
|
2016 |
||||
millions of CHF |
Land and buildings |
Machinery and technical equipment |
Other non-current assets |
Assets under construction |
Total |
Acquisition cost |
|
|
|
|
|
Balance as of January 1 |
377.2 |
679.1 |
189.7 |
26.0 |
1’272.0 |
Acquired through business combination |
9.9 |
31.1 |
2.7 |
5.7 |
49.4 |
Additions |
9.0 |
25.3 |
8.7 |
30.5 |
73.5 |
Disposals |
–14.8 |
–36.5 |
–17.5 |
– |
–68.8 |
Reclassifications |
3.6 |
21.4 |
2.6 |
–29.2 |
–1.6 |
Currency translation differences |
–1.3 |
–7.4 |
1.0 |
–0.4 |
–8.1 |
Balance as of December 31 |
383.6 |
713.0 |
187.2 |
32.6 |
1’316.4 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
Balance as of January 1 |
155.5 |
473.9 |
151.2 |
– |
780.6 |
Additions |
12.4 |
42.7 |
14.4 |
– |
69.5 |
Disposals |
–8.9 |
–33.9 |
–15.0 |
– |
–57.8 |
Impairments |
6.8 |
11.0 |
0.6 |
– |
18.4 |
Currency translation differences |
–1.0 |
–5.1 |
0.8 |
– |
–5.3 |
Balance as of December 31 |
164.8 |
488.6 |
152.0 |
– |
805.4 |
|
|
|
|
|
|
Net book value |
|
|
|
|
|
As of January 1 |
221.7 |
205.2 |
38.5 |
26.0 |
491.4 |
As of December 31 |
218.8 |
224.4 |
35.2 |
32.6 |
511.0 |
|
|
|
|
|
|
Thereof leased property, plant, and equipment |
|
|
|
|
|
Acquisition cost of leased property, plant, and equipment |
2.1 |
1.1 |
0.3 |
– |
3.5 |
Accumulated depreciation |
2.1 |
0.2 |
0.2 |
– |
2.5 |
Net book value as of December 31 |
– |
0.9 |
0.1 |
– |
1.0 |
|
|
|
|
|
|
Leasing commitments (present value) as of December 31 |
1.7 |
0.8 |
0.1 |
– |
2.6 |
|
|
|
|
|
|
Pledged assets as of December 31 |
0.4 |
0.2 |
– |
– |
0.6 |
16 Associates
millions of CHF |
2017 |
2016 |
Balance as of January 1 |
5.8 |
4.0 |
Additions |
4.6 |
5.0 |
Disposal as a result of the acquisition of SRE FZE |
0.0 |
–1.1 |
Share of loss of associates |
–0.3 |
–0.8 |
Dividend payments received |
0.0 |
–0.7 |
Currency translation differences |
0.2 |
–0.6 |
Total investments in associates as of December 31 |
10.3 |
5.8 |
In 2017, Sulzer paid in line with the proportion of ownership CHF 4.6 million to its associated company Hua Rui in China (2016: CHF 4.8 million). Sulzer’s share in the associated company remained accordingly at 49%.
As of December 21, 2016, the group acquired 51% of the shares and voting interests in SRE FZE. As a result, the group’s equity interest in SRE FZE increased from 49% to 100%. Consequently, the associated share of 49% was eliminated from investments in associates.
17 Other financial assets
|
2017 |
||
millions of CHF |
Available-for-sale |
Loans and receivables |
Total |
Balance as of January 1 |
4.5 |
8.6 |
13.1 |
Additions |
– |
0.3 |
0.3 |
Disposals |
–0.4 |
– |
–0.4 |
Currency translation differences |
0.1 |
0.5 |
0.6 |
Balance as of December 31 |
4.2 |
9.4 |
13.6 |
|
2016 |
||
millions of CHF |
Available-for-sale |
Loans and receivables |
Total |
Balance as of January 1 |
4.5 |
7.1 |
11.6 |
Additions |
– |
1.1 |
1.1 |
Currency translation differences |
– |
0.4 |
0.4 |
Balance as of December 31 |
4.5 |
8.6 |
13.1 |
Financial assets that belong to the category “Available-for-sale financial assets” include investments in equity securities. There is an exemption from measurement at fair value of an available-for-sale asset if its fair value cannot be measured reliably. The exemption applies to equity instruments that do not have a quoted price in an active market. The group therefore measures its available-for-sale assets at cost.
18 Inventories
millions of CHF |
2017 |
2016 |
Raw materials, supplies, and consumables |
199.0 |
134.6 |
Work in progress |
178.0 |
180.8 |
Finished products and trade merchandise |
111.0 |
86.3 |
Total inventories as of December 31 |
488.0 |
401.7 |
In 2017, Sulzer recognized write-downs of CHF 13.0 million (2016: CHF 13.3 million) in the income statement. Total accumulated write-downs on inventories amounted to CHF 70.1 million as of December 31, 2017 (2016: CHF 69.4 million). Material expenses in 2017 amounted to CHF 1’102.6 million (2016: CHF 1’095.8 million).
19 Construction contracts
millions of CHF |
2017 |
2016 |
Revenue recognized from construction contracts |
568.8 |
597.2 |
|
|
|
Receivable from construction contracts |
670.0 |
586.5 |
Netting |
–425.8 |
–356.3 |
Net receivables resulting from construction contracts as of December 31 |
244.2 |
230.2 |
|
|
|
Advance and progress payments received from customers for construction contracts as of December 31 |
458.2 |
388.4 |
Netting |
–425.8 |
–356.3 |
Net liabilities resulting from construction contracts as of December 31 |
32.4 |
32.1 |
Sales recognized from construction contracts in accordance with the percentage of completion method (POC) for the year 2017 amounted to CHF 568.8 million (thereof related to ongoing construction contracts CHF 395.5 million), which corresponds to 18.7% of total sales (2016: CHF 597.2 million, or 20.8% of sales; thereof related to ongoing construction contracts CHF 353.3 million). The costs related to these sales amounted to CHF 436.9 million (thereof related to ongoing construction contracts CHF 321.2 million) and to CHF 434.8 million (thereof related to ongoing construction contracts of CHF 273.9 million) in 2016. The impact on gross profit was CHF 131.9 million (thereof related to ongoing construction contracts CHF 74.3 million), which corresponds to 14.1% of total gross profit (2016: CHF 162.4 million, which corresponds to 18.5%; amount related to ongoing construction contracts CHF 76.4 million).
20 Trade accounts receivable
Aging structure of trade accounts receivable
|
2017 |
2016 |
||||
millions of CHF |
Gross amount |
Allowance |
Net book value |
Gross amount |
Allowance |
Net book value |
Not past due |
657.1 |
–0.4 |
656.7 |
654.8 |
–0.3 |
654.5 |
– thereof receivables resulting from construction contracts |
244.2 |
– |
244.2 |
230.2 |
– |
230.2 |
|
|
|
|
|
|
|
Past due |
|
|
|
|
|
|
1–30 days |
101.8 |
–0.8 |
101.0 |
102.2 |
–0.6 |
101.6 |
31–60 days |
41.0 |
–0.6 |
40.4 |
35.8 |
–0.5 |
35.3 |
61–120 days |
35.3 |
–0.9 |
34.4 |
35.0 |
–1.4 |
33.6 |
>120 days |
118.0 |
–48.7 |
69.3 |
107.7 |
–49.5 |
58.2 |
Total trade accounts receivable as of December 31 |
953.2 |
–51.4 |
901.8 |
935.5 |
–52.3 |
883.2 |
Allowance for doubtful trade accounts receivable
millions of CHF |
2017 |
2016 |
Balance as of January 1 |
52.3 |
37.7 |
Additions |
12.0 |
27.6 |
Released as no longer required |
–7.5 |
–8.9 |
Utilized |
–6.7 |
–4.8 |
Currency translation differences |
1.3 |
0.7 |
Balance as of December 31 |
51.4 |
52.3 |
Approximately 31% (2016: 30%) of the gross amount of trade accounts receivable were past due, and an allowance of CHF 51.4 million (2016: CHF 52.3 million) was recorded. The recoverability of trade accounts receivable is regularly reviewed, and the credit quality of new customers is thoroughly assessed. Due to the large and heterogeneous customer base, the credit risk from individual customers of the group is limited.
Accounts receivable by geographical region
millions of CHF |
2017 |
2016 |
Europe, Middle East, Africa |
492.9 |
437.3 |
– thereof United Kingdom |
123.8 |
120.6 |
– thereof Germany |
66.7 |
65.5 |
– thereof Spain |
39.7 |
37.7 |
– thereof France |
40.3 |
27.7 |
– thereof United Arab Emirates |
33.6 |
43.2 |
– thereof South Africa |
32.0 |
28.7 |
– thereof Switzerland |
17.3 |
24.6 |
– thereof other countries |
139.5 |
89.3 |
|
|
|
Americas |
194.0 |
232.2 |
– thereof USA |
136.2 |
145.1 |
– thereof Mexico |
20.1 |
15.6 |
– thereof Brazil |
19.0 |
45.7 |
– thereof other countries |
18.7 |
25.8 |
|
|
|
Asia-Pacific |
214.9 |
213.7 |
– thereof China |
117.0 |
135.8 |
– thereof India |
44.1 |
31.8 |
– thereof other countries |
53.8 |
46.1 |
Total as of December 31 |
901.8 |
883.2 |
21 Other current receivables and prepaid expenses
millions of CHF |
2017 |
2016 |
Taxes (VAT, withholding tax) |
54.5 |
42.4 |
Derivative financial instruments |
7.3 |
6.6 |
Other current receivables |
27.0 |
25.5 |
Total other current receivables as of December 31 |
88.8 |
74.5 |
|
|
|
Prepaid contributions to employee benefit plans |
13.3 |
9.7 |
Other prepaid expenses |
34.2 |
30.4 |
Total prepaid expenses as of December 31 |
47.5 |
40.1 |
|
|
|
Total other current receivables and prepaid expenses as of December 31 |
136.3 |
114.6 |
For further details on the position “Derivative financial instruments,” refer to note 28. Other accounts receivable do not include any material positions that are past due or impaired.
22 Cash and cash equivalents
millions of CHF |
2017 |
2016 |
Cash |
450.9 |
397.5 |
Cash equivalents |
37.9 |
32.0 |
Total cash and cash equivalents as of December 31 |
488.8 |
429.5 |
As of December 31, 2017, the group held restricted cash and cash equivalents of CHF 23.7 million (2016: CHF 0.0 million)
23 Share capital
|
2017 |
2016 |
||
thousands of CHF |
Number of shares |
Share capital |
Number of shares |
Share capital |
Balance as of December 31 (par value CHF 0.01) |
34’262’370 |
342.6 |
34’262’370 |
342.6 |
The share capital amounts to CHF 342’623.70, made up of 34’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares are fully paid in and registered.
Share ownership
Sulzer shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. Nominees shall only be entered in the share register with the right to vote, provided that they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into an agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses, and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register, provided that the above-mentioned conditions are met (see also paragraph 6a of the Articles of Association at www.sulzer.com/governance).
Shareholders holding more than 3%
|
|
Dec 31, 2017 |
|
Dec 31, 2016 |
|
Number of shares |
in % |
Number of shares |
in % |
Renova Group |
21’728’914 |
63.42 |
21’728’414 |
63.42 |
Retained earnings
The retained earnings include prior years’ undistributed income of consolidated companies and all remeasurements of the net liability for defined benefit plans.
Treasury shares
The total number of shares held by Sulzer Ltd as of December 31, 2017, amounted to 219’277 treasury shares (December 31, 2016: 177’461 shares), which are mainly held for the purpose of issuing shares under the management share-based payment programs.
Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. Amounts are reclassified to profit or loss when the associated hedged transaction affects the income statement.
Currency translation reserve
The currency translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of controlled entities, whose functional currency differs from the reporting currency of the group. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Dividends
On April 6, 2017, the Annual General Meeting approved an ordinary dividend of CHF 3.50 (2016: ordinary dividend of CHF 3.50 and a special dividend of CHF 14.60) per share to be paid out of reserves. The dividend was paid to shareholders on April 12, 2017. The total amount of the dividend paid was CHF 119.4 million (2016: CHF 617.5 million).
The Board of Directors decided to propose to the Annual General Meeting 2018 a dividend for the year 2017 of CHF 3.50 per share (2016: CHF 3.50).
24 Earnings per share
|
2017 |
2016 |
Net income attributable to shareholders of Sulzer Ltd (millions of CHF) |
83.2 |
59.0 |
|
|
|
Issued number of shares |
34’262’370 |
34’262’370 |
Adjustment for the average treasury shares held |
–178’237 |
–159’760 |
Average number of shares outstanding as of December 31 |
34’084’133 |
34’102’610 |
|
|
|
Adjustment for share participation plans |
267’021 |
228’043 |
Average number of shares for calculating diluted earnings per share as of December 31 |
34’351’154 |
34’330’653 |
|
|
|
Earnings per share, attributable to a shareholder of Sulzer Ltd (in CHF) as of December 31 |
|
|
Basic earnings per share |
2.44 |
1.73 |
Diluted earnings per share |
2.42 |
1.72 |
25 Borrowings
|
December 31, 2017 |
||
millions of CHF |
Non-current borrowings |
Current borrowings |
Total |
|
|
|
|
Balance as of January 1, 2017 |
458.3 |
7.1 |
465.4 |
Acquired through business combination |
6.7 |
2.1 |
8.8 |
Additions |
0.5 |
534.6 |
535.1 |
Repayments |
–1.7 |
–294.1 |
–295.8 |
Reclassifications |
–4.9 |
4.9 |
– |
Currency translation differences |
–0.2 |
0.5 |
0.3 |
Total borrowings as of December 31, 2017 |
458.7 |
255.1 |
713.8 |
|
December 31, 2016 |
||
millions of CHF |
Non-current borrowings |
Current borrowings |
Total |
|
|
|
|
Balance as of January 1, 2016 |
7.2 |
514.4 |
521.6 |
Acquired through business combination |
1.7 |
– |
1.7 |
Additions |
451.5 |
216.9 |
668.4 |
Repayments |
–2.5 |
–725.3 |
–727.8 |
Reclassifications |
–0.6 |
0.6 |
– |
Currency translation differences |
1.0 |
0.5 |
1.5 |
Total borrowings as of December 31, 2016 |
458.3 |
7.1 |
465.4 |
Borrowings by currency
|
2017 |
2016 |
||||
|
millions of CHF |
in % |
Interest rate |
millions of CHF |
in % |
Interest rate |
BRL |
4.5 |
0.6 |
8.0% |
4.8 |
1.0 |
8.0% |
CHF |
451.3 |
63.2 |
0.5% |
450.5 |
96.8 |
0.5% |
EUR |
19.9 |
2.8 |
2.9% |
1.7 |
0.4 |
4.8% |
INR |
6.0 |
0.9 |
8.1% |
1.1 |
0.2 |
6.3% |
USD |
224.9 |
31.5 |
2.0% |
0.5 |
0.1 |
1.0% |
Other |
7.2 |
1.0 |
– |
6.8 |
1.5 |
– |
Total as of December 31 |
713.8 |
100.0 |
– |
465.4 |
100.0 |
– |
During 2017, the CHF 500 million syndicated credit facility was extended for another year until May 2022. As of December 31, 2017, the use of the facility was CHF 224.6 million, while at the end of 2016 the facility was not used.
Outstanding bond
|
2017 |
2016 |
||
millions of CHF |
Amortized costs |
Nominal |
Amortized costs |
Nominal |
0.375% 07/2016–07/2022 |
325.4 |
325.0 |
325.5 |
325.0 |
0.875% 07/2016–07/2026 |
125.0 |
125.0 |
124.9 |
125.0 |
Total as of December 31 |
450.4 |
450.0 |
450.4 |
450.0 |
On July 11, 2016, Sulzer issued two bonds via dual tranches of total CHF 450 million. The first tranche of CHF 325 million has a term of six years and carries a coupon of 0.375% and has an effective interest rate of 0.35%. The second tranche of CHF 125 million has a term of ten years and carries a coupon of 0.875% and has an effective interest rate of 0.88%. The bonds are traded at the SIX Swiss Exchange.
26 Provisions
millions of CHF |
Other employee benefits |
Warranties/ liabilities |
Restructuring |
Environmental |
Other |
Total |
Balance as of January 1, 2017 |
47.4 |
76.6 |
57.6 |
15.2 |
53.1 |
249.9 |
Acquired through business combination |
0.5 |
7.0 |
0.1 |
– |
4.4 |
12.0 |
Additions |
10.7 |
36.4 |
22.0 |
0.2 |
19.6 |
88.9 |
Released as no longer required |
–2.4 |
–4.8 |
–0.3 |
– |
–4.0 |
–11.5 |
Utilized |
–4.1 |
–27.6 |
–59.0 |
– |
–14.5 |
–105.2 |
Reclassifications |
3.7 |
– |
–0.1 |
–0.2 |
–3.4 |
– |
Currency translation differences |
0.1 |
4.7 |
–1.7 |
0.2 |
–1.3 |
2.0 |
Total provisions as of December 31, 2017 |
55.9 |
92.3 |
18.6 |
15.4 |
53.9 |
236.1 |
– thereof non-current |
36.8 |
6.1 |
3.4 |
15.4 |
15.9 |
77.6 |
– thereof current |
19.1 |
86.2 |
15.2 |
– |
38.0 |
158.5 |
The category “Other employee benefits” includes provisions for jubilee gifts, early retirement of senior managers, and other obligations to employees. The additions and utilizations in “Other employee benefits” provision are mainly related to medical insurances of employees of the US entities.
The category “Warranties/liabilities” includes provisions for warranties, customer claims, penalties, litigation, and legal cases relating to goods delivered or services rendered.
As part of the Sulzer Full Potential (SFP) program, Sulzer has initiated several measures to adapt the global manufacturing capacities and streamline the organizational setup. Restructuring provisions are mainly associated with measures started in France, China, Brazil, Switzerland, and Ireland. The group recognized restructuring provisions of CHF 22.0 million. The remaining provision as of December 31, 2017, is CHF 18.6 million, of which CHF 15.2 million is expected to be utilized within one year.
“Environmental” mainly consists of expected costs related to inherited liabilities.
“Other” includes provisions that do not fit into the aforementioned categories. A large number of these provisions refer to indemnities, in particular related from divestitures. In addition, provisions for ongoing asbestos lawsuits and other legal claims are included. Based on the currently known facts, Sulzer is of the opinion that the resolution of the open cases will not have material effects on its liquidity or financial condition. Although Sulzer expects a large part of the category “Other” to be realized in 2018, by their nature the amounts and timing of any cash outflows are difficult to predict.
27 Other current and accrued liabilities
millions of CHF |
2017 |
2016 |
Taxes (VAT, withholding tax) |
29.4 |
18.9 |
Derivative financial instruments |
6.8 |
9.2 |
Other current liabilities |
29.0 |
25.3 |
Total other current liabilities as of December 31 |
65.2 |
53.4 |
|
|
|
Vacation and overtime claims |
32.1 |
27.5 |
Salaries, wages, and bonuses |
96.4 |
96.8 |
Contract-related costs |
112.6 |
123.5 |
Other accrued liabilities |
126.2 |
107.2 |
Total accrued liabilities as of December 31 |
367.3 |
355.0 |
|
|
|
Total other current and accrued liabilities as of December 31 |
432.5 |
408.4 |
28 Derivative financial instruments
|
2017 |
2016 |
||||||
|
Derivative assets |
Derivative liabilities |
Derivative assets |
Derivative liabilities |
||||
millions of CHF |
Notional value |
Fair value |
Notional value |
Fair value |
Notional value |
Fair value |
Notional value |
Fair value |
Forward exchange contracts |
546.3 |
7.5 |
540.1 |
6.8 |
375.8 |
6.6 |
394.6 |
9.4 |
Total as of December 31 |
546.3 |
7.5 |
540.1 |
6.8 |
375.8 |
6.6 |
394.6 |
9.4 |
– thereof due in <1 year |
540.5 |
7.3 |
540.0 |
6.8 |
374.8 |
6.6 |
382.8 |
9.2 |
– thereof due in 1–2 years |
5.8 |
0.2 |
0.1 |
0.0 |
1.0 |
0.0 |
11.7 |
0.2 |
– thereof due in 3–5 years |
– |
– |
– |
– |
– |
– |
0.1 |
– |
The notional and the fair value of derivative assets and liabilities include current and also non-current derivative financial instruments. The cash flow hedges of the expected future sales were assessed as highly effective. As at December 31, 2017, a net unrealized losses of CHF 8.6 million (2016: loss of CHF 14.2 million) with a deferred tax asset of CHF 2.1 million (2016: CHF 3.2 million) relating to these cash flow hedges were included in the Cash Flow Hedge Reserve. In 2017, a gain of CHF 3.2 million (2016: a gain of CHF 1.0 million) cash flow hedge reserve was recognized in profit or loss. There was no ineffectiveness that arose from cash flow hedges in 2017 (2016: CHF 0.0 million). The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the balance sheet.
The hedged, highly probable forecast transactions denominated in foreign currency are mostly expected to occur at various dates during the next 12 months. Gains and losses recognized in the hedging reserve (cash flow hedges) in equity on forward foreign exchange contracts as of December 31, 2017, are recognized either in sales, cost of goods sold, or in other operating income/expenses in the period or periods during which the hedged transaction affects the income statement. This is generally within 12 months from the balance sheet date unless the gain or loss is included in the initial amount recognized for the purchase of fixed assets, in which case recognition is over the lifetime of the asset (five to ten years).
The group enters into derivative financial instruments under enforceable master netting arrangements. These agreements do not meet the criteria for offsetting derivative assets and derivative liabilities in the consolidated balance sheet. As per December 31, 2017, the amount subject to such netting arrangements was CHF 3.5 million (2016: CHF 3.2 million). Considering the effect of these agreements the amount of derivative assets would reduce from CHF 7.5 million to CHF 4.0 million (2016: from CHF 6.6 million to CHF 3.4 million), and the amount of derivative liabilities would reduce from CHF 6.8 million to CHF 3.3 million (2016: from CHF 9.4 million to CHF 6.2 million).
29 Other financial commitments
|
2017 |
2016 |
||||
millions of CHF |
Rented premises |
Other |
Total |
Rented premises |
Other |
Total |
Maturity <1 year |
17.9 |
7.8 |
25.7 |
22.0 |
7.0 |
29.0 |
Maturity 1–5 years |
46.1 |
11.8 |
57.9 |
51.8 |
11.7 |
63.5 |
Maturity >5 years |
14.5 |
1.4 |
15.9 |
16.5 |
0.2 |
16.7 |
Operating lease as of December 31 |
78.5 |
21.0 |
99.5 |
90.3 |
18.9 |
109.2 |
|
|
|
|
|
|
|
Contractual commitments for property, plant, and equipment as of December 31 |
– |
2.4 |
2.4 |
0.1 |
2.4 |
2.5 |
30 Contingent liabilities
millions of CHF |
2017 |
2016 |
Guarantees in favor of third parties |
10.0 |
10.0 |
Total contingent liabilities as of December 31 |
10.0 |
10.0 |
As of December 31, 2017, guarantees provided to third parties regarding certain environmental matters related to disposed business amounted to CHF 10 million. The guarantees will expire in 2022.
31 Share participation plans
Share-based payments charged to personnel expenses
millions of CHF |
2017 |
2016 |
Restricted share unit plan |
2.2 |
2.6 |
Performance share plan |
8.6 |
4.9 |
Total charged to personnel expenses |
10.8 |
7.5 |
Restricted share unit plan settled in Sulzer shares
This long-term incentive plan covers the Board of Directors and until 2015 the members of the Sulzer Management Group. Restricted share units (RSU) are granted annually depending on the organizational position of the employee. Vesting of the RSU is subject to continuous employment over the vesting period. Awards to members of the Board of Directors automatically vest with the departure from the Board. The plan features graded vesting over a three-year period. One RSU award is settled with one Sulzer share at the end of the vesting period. The fair value of the RSU granted is measured at the grant date closing share price of Sulzer Ltd, and discounted over the vesting period using a discount rate that is based on the yield of Swiss government bonds for the duration of the vesting period. Participants are not entitled to dividends declared during the vesting period. Consequently, the grant date fair value of the RSU is reduced by the present value of the dividends expected to be paid during the vesting period.
During 2015, the Renova shareholder group exceeded the threshold of 50% of the voting rights in Sulzer Ltd., qualifying as a Change of Control under the RSU plan. The Change of Control triggered the accelerated vesting of all outstanding RSU and entitled the plan participants to immediately receive shares. The group offered the plan participants the opportunity to continue participating in the RSU plans. If the plan participants waived the right to accelerated vesting and the immediate allocation of shares and agreed to hold the RSU through to the end of their original vesting periods, plan participants, not including the members of the Board of Directors and the Executive Committee, received additional RSU in a number equal to 20% of the number of unvested RSU that the plan participants held at the time of the Change of Control. The additional RSU granted will vest at the same date as the last tranche of the original RSU.
Restricted share units
Grant year |
2017 |
2016 |
2015 |
2014 |
2013 |
Total |
Outstanding as of December 1, 2016 |
– |
– |
77’414 |
35’926 |
8’611 |
121’951 |
Granted |
– |
21’603 |
– |
– |
– |
21’603 |
Exercised |
– |
– |
–13’552 |
–16’250 |
–8’611 |
–38’413 |
Forfeited |
– |
– |
–150 |
–55 |
– |
–205 |
Outstanding as of December 31, 2016 |
– |
21’603 |
63’712 |
19’621 |
– |
104’936 |
|
|
|
|
|
|
|
Outstanding as of January 1, 2017 |
– |
21’603 |
63’712 |
19’621 |
– |
104’936 |
Granted |
11’001 |
– |
– |
– |
– |
11’001 |
Exercised |
– |
–4’859 |
–30’388 |
–19’527 |
– |
–54’774 |
Forfeited |
– |
– |
–884 |
–94 |
– |
–978 |
Outstanding as of December 31, 2017 |
11’001 |
16’744 |
32’440 |
– |
– |
60’185 |
|
|
|
|
|
|
|
Average fair value at grant date in CHF |
98.00 |
72.61 |
102.18 |
122.00 |
166.61 |
|
Performance share plan settled in Sulzer shares
This long-term incentive plan covers the members of the Executive Committee and since 2016 also the members of the Sulzer Management Group. Performance share units (PSU) are granted annually depending on the organizational position of the employee.
Vesting of the PSU is subject to continuous employment and to the achievement of performance conditions over the performance period. Participants are not entitled to dividends declared during the vesting period. Vesting of the PSP 2016 and 2017 is based on three performance conditions: operational EBITA growth over the performance period (weighted 25%), average ROCEA (weighted 25%), and on Sulzer’s total return to shareholders (TSR), compared to a selected group of ten peer companies and the SMIM Index (weighted 50%). Vesting of the PSP 2015 is based on two equally weighted performance conditions: cumulated operational EBITA and on Sulzer’s total return to shareholders (TSR), compared to a selected group of 30 peer companies.
TSR is measured with a starting value of the volume-weighted average share price (VWAP) over the first three months of the first year, and an ending value of the VWAP over the last three months of the vesting period. The rank of Sulzer’s TSR at the end of the performance period determines the effective number of total shares. The exercise price of the PSU is zero.
The following inputs were used to determine the fair value of the PSU at grant date using a Monte Carlo simulation:
Grant year |
2017 |
2016 |
2015 |
2014 |
Fair value at grant date |
116.02 |
118.05 |
193.97 |
206.63 |
Share price at grant date |
104.80 |
98.50 |
107.00 |
121.50 |
Expected volatility |
25.10% |
25.46% |
28.07% |
32.25% |
Risk-free interest rate |
–0.56% |
–0.73% |
–0.72% |
0.09% |
The expected volatility of the Sulzer share, the peer group companies, and the SMIM Index is determined by the historical volatility. The zero yield curves of those countries in which the companies and indices are listed were used as the relevant risk-free rates. Historical data was used to arrive at an estimate for the correlation between Sulzer, the peer companies, and the SMIM Index. For the TSR calculation, it is assumed that all the dividends are reinvested immediately. This has the same economic implication as waiving the payment of dividends. Accordingly, the expected dividend yield is zero.
Performance share units-terms of awards
Grant year |
2017 |
2016 |
2015 |
2014 |
Number of awards granted |
76’818 |
116’472 |
21’665 |
15’965 |
Grant date |
April 1,17 |
August 1,16 |
April 1,15 |
April 1,14 |
Performance period for cumulative EBIT |
01/17–12/19 |
01/16–12/18 |
01/15–12/17 |
01/14–12/16 |
Performance period for TSR |
01/17–12/19 |
01/16–12/18 |
04/15–03/18 |
04/14–03/17 |
Fair value at grant date in CHF |
116.02 |
118.05 |
193.97 |
206.63 |
Performance share units
Grant year |
2017 |
2016 |
2015 |
2014 |
2013 |
Total |
Outstanding as of January 1, 2016 |
– |
– |
13’800 |
7’212 |
4’860 |
25’872 |
Granted |
– |
116’472 |
5’228 |
4’281 |
– |
125’981 |
Exercised |
– |
–217 |
–1’748 |
–2’533 |
–808 |
–5’306 |
Forfeited |
– |
–7’389 |
–8’284 |
–3’715 |
–4’052 |
–23’440 |
Outstanding as of December 31, 2016 |
– |
108’866 |
8’996 |
5’245 |
– |
123’107 |
|
|
|
|
|
|
|
Outstanding as of January 1, 2017 |
– |
108’866 |
8’996 |
5’245 |
– |
123’107 |
Granted |
76’818 |
– |
– |
1’523 |
– |
78’341 |
Exercised |
–191 |
–4’169 |
–2’002 |
–6’768 |
– |
–13’130 |
Forfeited |
–497 |
–6’902 |
–400 |
– |
– |
–7’799 |
Outstanding as of December 31, 2017 |
76’130 |
97’795 |
6’594 |
– |
– |
180’519 |
32 Transactions with members of the Board of Directors, Executive Committee, and related parties
Key management compensation
|
2017 |
2016 |
||||||
thousands of CHF |
Short-term benefits |
Equity-based compensation |
Pension and social security contributions |
Total |
Short-term benefits |
Equity-based compensation |
Pension and social security contributions |
Total |
Board of Directors |
1’272 |
802 |
268 |
2’342 |
1’365 |
468 |
265 |
2’098 |
Executive Committee |
8’387 |
5’746 |
1’784 |
15’917 |
9’829 |
4’076 |
2’517 |
16’422 |
Equity-based compensation is valued according to the requirements of IFRS 2. There are no outstanding loans with members of the Board of Directors or the Executive Committee as per balance sheet date. No shares have been granted to members of the Board of Directors, the Executive Committee, or related persons, with the exception of shares granted in connection with equity-settled plans and service awards.
Related parties
As of December 31, 2017, sales with related parties controlled by the major shareholder Renova Group amounted to CHF 22.6 million (2016: CHF 0.8 million) with open receivables of CHF 17.3 million (2016: CHF 0.0 million). Open payables of CHF 0.4 million (2016: CHF 3.7 million) were recognized. Provision for loss/unprofitable contracts/warranties/guarantees/liquidated damages recognized in the income statement amounted to CHF 1.3 million (2016: CHF 0.4 million). Expenses for services from a company controlled by the major shareholder of Sulzer amounted to CHF 0.0 million (2016: CHF 0.2 million).
Sales with associates in 2017 amounted to CHF 6.1 million (2016: CHF 0.3 million) with open receivables of CHF 2.0 million (2016: CHF 0.2 million). Open payables with associates amounted to CHF 1.3 million (2016: CHF 2.6 million). Provision for loss/unprofitable contracts/warranties/guarantees/liquidated damages recognized in the income statement amounted to CHF 2.5 million (2016: CHF 0.0 million). Income for services with associates amounted to CHF 0.1 million (2016: CHF 0.0 million).
During 2017, Sulzer acquired 51% of the business of Rotec GT, the gas turbine maintenance division of the Rotec Group. Sulzer obtained control of the acquired business. Rotec GT is considered to be a related party to the group. For more information please refer to note 4.
33 Auditor remuneration
Fees for the audit services by KPMG as the appointed group auditor amounted to CHF 2.9 million (2016: CHF 2.7 million). Additional services provided by the group auditor amounted to a total of CHF 1.0 million (2016: CHF 0.7 million). This amount includes CHF 0.7 million (2016: CHF 0.4 million) for tax and legal advisory services and CHF 0.3 million for other consulting services (2016: CHF 0.3 million).
34 Key accounting policies and valuation methods
34.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) using the historical cost convention except for the following:
- financial instruments at fair value through profit or loss which are measured at fair value (incl. derivative financial instruments),
- available-for-sale financial instruments, and
- net position from defined benefit plans, where plan assets are measured at fair value and the plan liabilities are measured at the present value of the defined benefit obligation (see note 34.19 a).
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by all subsidiaries.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the group’s accounting policies. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 5 “Critical accounting estimates and judgments.”
34.2 Change in accounting policies
a) Standards, amendments, and interpretations which are effective for 2017
The group has adopted the following new standards and amendments with a date of initial application of January 1, 2017. The adoption of these amendments did not have any impact on the current period.
- Amendments to IAS 7 ‘Statement of Cash Flows,’ requires disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes.
- Amendments to IAS 12 ‘Income Taxes,’ clarify the recognition of deductible temporary differences for unrealized losses.
- Amendments deriving from the improvement program 2014–2016 addressing ‘Disclosure of interests in other entities.’
b) Standards, amendments, and interpretations issued but not yet effective which the group has decided not to early adopt in 2017
IFRS 9 ‘Financial Instruments,’ published in July 2014, replaces the existing guidance in IAS 39 ‘Financial Instruments: Recognition and Measurement.’ IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating provisions for impairments on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables, and available for sale. The group has reviewed its financial assets and financial liabilities. The financial assets currently classified as loans and receivables as well as the financial liabilities valued at amortized costs will be classified as financial instruments at amortized costs. The fair values of forward foreign exchange contracts not used for hedge accounting will be classified as financial instruments at fair value through profit or loss.
The accounting for financial liabilities will remain unchanged, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the group does not have any such liabilities.
The new hedge accounting rules will align the accounting for hedging instruments more closely with the group’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles-based approach. However, the group has not identified new hedge relationships. The group’s existing hedge relationships appear to qualify as continuing hedges upon the adoption of IFRS 9. As a consequence, there is no significant impact on the accounting for these hedging relationships.
The new impairment model requires the recognition of impairment provisions based on expected credit losses rather than only incurred credit losses as is the case under IAS 39. It applies to financial assets classified at amortized cost such as trade accounts receivable and contract assets under IFRS 15 ‘Revenue from Contracts with Customer.’
The group applies the simplified approach to providing for expected credit losses by using the lifetime expected loss provision for all trade receivables. Based on the impairment methodology described above, the group has estimated that the application of IFRS 9 impairment requirements as of January 1, 2018, will result in an increase in the loss allowance for trade accounts receivable in the range of CHF 8 million to CHF 12 million as reported in the table below.
The group will apply the new requirements of IFRS 9 as of January 1, 2018, with the practical expedients permitted under the standard. Comparatives for 2017 will not be restated.
IFRS 15 ‘Revenue from Contracts with Customers’ establishes a comprehensive framework for determining whether, how much, and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 ‘Revenue,’ IAS 11 ‘Construction Contracts,’ and IFRIC 13 ‘Customer Loyalty Programs.’ The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Under IFRS 15, an entity recognizes revenue when a performance obligation is satisfied. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018.
The standard is to be applied either (i) retrospectively to each prior reporting period presented, with the option to elect certain defined practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the update recognized at the date of adoption in retained earnings (with additional disclosure as to the impact on individual financial statement lines affected). The group applies the modified retrospective transition method (option ii). Under this method, in the consolidated financial statements 2018, the 2017 comparative information will be prepared under IAS 11/IAS 18, with a cumulative catch-up effect in retained earnings as of January 1, 2018.
A significant part of the estimated impact is due to limitations in applying the so called over time method, which allows revenue and profit recognition in line with the progress of the project. For some construction contracts for which the group recognizes revenue and profit over time, these limitations will lead to a point in time revenue and profit recognition. This is mainly due to missing right to payment clauses in the construction contracts in cases of termination for convenience. With this change, revenue and profit recognition generally occurs later.
Based on analyzed sales orders, the group currently does not anticipate that IFRS 15 will have a significant impact on its sales. Under the new accounting standard it is possible that more judgments and estimates would be required than under existing standards, including identifying the separate performance obligations in a contract, estimating any variable consideration elements, and allocating the transaction price to each separate performance obligation. The update also requires additional disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
Estimated impact of adoption of IFRS 9 and IFRS 15:
The group has assessed the estimated impact that the initial application of IFRS 9 and IFRS 15 will have on its consolidated financial statements. The estimated impact of the adoption of these standards on the group equity as of January 1, 2018, is based on assessments undertaken to date and is summarized below. The actual impact of adopting the standards as of January 1, 2018, may change because the group has not finalized the validation of the results of the assessments.
The following table shows the estimated impact:
millions of CHF |
Equity attributable to shareholders of Sulzer Ltd |
As reported at December 31, 2017 |
1’680 |
Estimated adjustments due to adoption of IFRS 9 before taxes |
–8 to –12 |
Deferred taxes impact due to adoption of IFRS 9 |
1 to 3 |
Estimated adjustments due to adoption of IFRS 15 before taxes |
–40 to –80 |
Deferred taxes impact due to adoption of IFRS 15 |
7 to 20 |
Estimated adjusted opening balance at January 1, 2018 |
1’590 to 1’655 |
IFRS 16 ‘Leases,’ published in January 2016, introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. The group has started a project and is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 16. So far, the most significant impact identified is that the group will recognize new assets and liabilities for its operating leases of buildings and equipment. In addition, the nature of expenses related to those leases will now change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. As of December 31, 2017, operating leases reported in note 29 amount to CHF 99.5 million, which reflect the best estimation on the balance sheet impact to the group. IFRS 16 is effective for annual periods beginning on or after January 1, 2019.
IFRIC 23 ‘Uncertainty over Income Tax Treatments,’ published in June 2017, clarifies how the recognition and measurement requirements of IAS 12 are applied where there is uncertainty over income tax treatments. IFRIC 23 is effective for periods beginning on or after January 1, 2019.
34.3 Consolidation
a) Business combinations
The group accounts for business combinations using the acquisition method when control is transferred to the group (see 34.3 b). The consideration transferred in the acquisition is measured at the fair value of the assets given, the liabilities incurred to the former owner of the acquiree, and the equity interest issued by the group. Any goodwill arising is tested annually for impairment (see 34.6 a). Any gain on a bargain purchase is recognized in the income statement immediately. Acquisition-related costs are expensed as incurred, except if related to the issue of debt or equity securities. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination, are measured initially at their fair values at the acquisition date.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in the income statement.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. The determination is based on the difference between the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.
b) Subsidiaries
Subsidiaries are all entities controlled by the group. The group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
According to the full consolidation method, all assets and liabilities as well as income and expenses of the subsidiaries are included in the consolidated financial statements. The share of non-controlling interests in the net assets and results is presented separately as non-controlling interests in the consolidated balance sheet and income statement, respectively.
c) Non-controlling interests
The group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions.
When the group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognized in the income statement. Any interest retained in the former subsidiary is measured at fair value when control is lost.
d) Associates and joint ventures
Associates are those entities in which the group has significant influence, but no control, over the financial and operating policies. Significant influence is presumed to exist when the group holds, directly or indirectly, between 20% and 50% of the voting rights. Joint ventures are those entities over whose activities the group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial, and operating decisions. Associates and joint ventures are accounted for using the equity method and are initially recognized at cost.
e) Transactions eliminated on consolidation
All material intercompany transactions and balances and any unrealized gains arising from intercompany transactions are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
34.4 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer. The Chief Executive Officer, who is responsible for allocating resources and assessing performance (e.g. operating income) of the operating segments, has been identified as chief operating decision maker.
34.5 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Swiss francs (CHF).
The following table shows the major currency exchange rates for the reporting periods 2017 and 2016:
CHF |
|
2017 |
|
2016 |
|
Average rate |
Year-end rate |
Average rate |
Year-end rate |
1 EUR |
1.11 |
1.17 |
1.09 |
1.07 |
1 GBP |
1.27 |
1.32 |
1.33 |
1.25 |
1 USD |
0.98 |
0.98 |
0.99 |
1.02 |
100 CNY |
14.58 |
14.99 |
14.83 |
14.68 |
100 INR |
1.51 |
1.53 |
1.47 |
1.50 |
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
Changes in the fair value of monetary items, denominated in foreign currency classified as available-for-sale are analyzed between translation differences resulting from changes in the amortized cost of the item and other changes in the carrying amount of the item. Translation differences related to changes in the amortized costs are recognized in profit or loss; other changes in the carrying amount are recognized in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through profit or loss, are recognized in the income statement as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available-for-sale, are included in the available-for-sale reserve in other comprehensive income.
c) Subsidiaries
The results and balance sheet positions of all the subsidiaries (excluding the ones with hyperinflationary economy) that have a functional currency different from the presentation currency of the group are translated into the presentation currency as follows:
- assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, and
- income and expenses for each income statement are translated at average exchange rates.
Translation differences resulting from consolidation are taken to other comprehensive income. In the event of a sale or liquidation of foreign subsidiaries, exchange differences that were recorded in other comprehensive income are recognized in the income statement as part of the gain or loss on sale or liquidation.
If a loan is made to a group company, and the loan in substance forms part of the group’s investment in the group company, translation differences arising from the loan are recognized directly in other comprehensive income as foreign currency translation differences. When the group company is sold or partially disposed of, and control no longer exists, gains and losses accumulated in equity are reclassified to the income statement as part of the gain or loss on disposal.
34.6 Intangible assets
The intangible assets with finite useful life are amortized in line with the expected useful life, usually on a straight-line basis. The period of useful life is to be assessed according to business rather than legal criteria. This assessment is made at least once a year. An impairment might be required in the event of sudden or unforeseen value changes.
a) Goodwill
Goodwill represents the difference between the consideration transferred and the fair value of the group’s share in the identifiable net asset value of the acquired business at the time of acquisition. Any goodwill arising as a result of a business combination is included within intangible assets.
Goodwill is subject to an annual impairment test and valued at its original acquisition cost less accumulated impairment losses. In cases where circumstances indicate a potential impairment, impairment tests are conducted more frequently. Profits and losses arising from the sale of a business include the book value of the goodwill assigned to the business being sold.
For impairment testing goodwill is allocated to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Goodwill originating from the acquisition of an associated company is included in the book value of the participation in associated companies.
b) Trademarks and licenses
Trademarks, licenses, and similar rights acquired from third parties are stated at acquisition cost. Such assets are amortized over their expected useful life, generally not exceeding ten years.
c) Research and development
Expenditure on research activities is recognized in the income statement as incurred. Development costs for major projects are capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the group intends and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in the income statement as incurred. Subsequently such assets are measured at cost less accumulated amortization (max. five years) and any accumulated impairment loss.
d) Computer software
Acquired computer software licenses are capitalized on the basis of the cost incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives (three to max. five years).
e) Customer relationships
As part of a business combination, acquired customer rights are recorded at fair value (cost at the time of acquisition). These costs are amortized over their estimated useful lives, generally not exceeding 15 years.
34.7 Property, plant, and equipment
Property, plant, and equipment is stated at acquisition cost less depreciation and impairments. Acquisition cost includes expenditure that is directly attributable to the acquisition of the item. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced item is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation is provided on a straight-line basis over the estimated useful life. Land is stated at cost and is not depreciated.
The useful lives are as follows:
Buildings 20 – 50 years
Machinery 5 – 15 years
Technical equipment 5 – 10 years
Other non-current assets max. 5 years
Property, plant, and equipment financed by long-term financial leases is capitalized and amortized in the same way as other assets. The applicable leasing commitments are shown as liabilities and are included under long-term borrowings. An asset’s carrying amount is impaired immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
34.8 Impairment of property, plant, and equipment and intangible assets
Assets with a finite useful life are only tested for impairment if relevant events or changes in circumstances indicate that the book value is no longer recoverable. An impairment loss is recorded equal to the excess of the carrying value over the recoverable amount. The recoverable amount is the higher of the fair value of the asset less disposal costs and its value in use. The value in use is based on the estimated cash flow over a five-year period and the extrapolated projections for subsequent years. The results are discounted using an appropriate pre-tax, long-term interest rate. For the purposes of the impairment test, assets are grouped together at the lowest level for which separate cash flows can be identified (cash-generating units).
34.9 Financial assets
Financial assets, including marketable securities, are classified into the following three categories: “financial assets at fair value through profit or loss,” “available-for-sale financial assets,” and “loans and receivables.” Classification depends on the purpose for which the financial assets were acquired. Management determines the classification of assets at the date of purchase.
a) Financial assets at fair value through profit or loss
Assets in this category are either designated to this category upon initial recognition or are classified as held for trading. Financial assets designated at fair value from inception are those that are managed and their performance is evaluated on a fair value basis, in accordance with a documented investment strategy. Derivative financial assets not designated in a hedge relationship are also classified as held for trading and are presented as current assets or in case maturity is later than 12 months from the balance sheet date as non-current assets.
b) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
c) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in the current assets, unless the maturity is greater than 12 months after the balance sheet date. These are classified as non-current assets. The group initially recognizes loans and receivables on the date when they are originated. All other financial assets are recognized on the trade date.
Financial assets are initially measured at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the income statement. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest method. With the exception of derivative financial instruments designated in a “cash flow hedge” or a “net investment hedge” gains or losses arising from changes in the fair value of the financial assets at fair value through profit or loss are recognized in the income statement line “Other financial income” in the period they arise. Changes in the fair value of financial assets classified as available-for-sale are recognized in equity. When these assets are sold or impaired, the accumulated fair value adjustments recorded in equity are reclassified and booked to the financial income. The group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired.
Financial assets are derecognized when the right to receive cash flows from the investments has expired or has been transferred and the group has transferred all substantial risks and rewards of ownership.
34.10 Derivative financial instruments and hedging activities
The group uses derivative financial instruments, such as forward currency contracts, other forward contracts and options, to hedge its risks associated with fluctuations in foreign currencies arising from operational and financing activities. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Any gains or losses arising from changes in fair value on the derivatives during the year that do not qualify for hedge accounting are taken directly into profit or loss.
The group applies hedge accounting to secure future cash flows which have a high probability of occurrence. These hedges are classified as “cash flow hedges,” whereas the hedge instrument is recorded on the balance sheet at fair value and the effective portions are booked against “Other comprehensive income” in the column “Cash flow hedge reserve.” If the hedge relates to a non-financial transaction which will subsequently be recorded on the balance sheet, the adjustments accumulated under “Other comprehensive income” at that time will be included in the initial book value of the asset or liability. In all other cases, the cumulative changes of fair value of the hedging instrument that have been recorded in other comprehensive income are included as a charge or credit to income when the forecasted transaction is recognized or when hedge accounting is discontinued as the criteria are no longer met. In general, the fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date.
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion on the hedge is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is partially disposed of or sold.
At the inception of the transaction, the group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
34.11 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
34.12 Inventories
Raw materials, supplies, and consumables are stated at the lower of cost or net realizable value. Finished products and work in progress are stated at the lower of production cost or net realizable value. Production cost includes the costs of materials, direct and indirect manufacturing costs, and contract-related costs of construction. Inventories are valued by reference to weighted average costs. Provisions are made for slow-moving and excess inventories.
34.13 Trade receivables
Trade and other accounts receivable are stated at nominal value less provision for impairments. The respective value corresponds approximately to the amortized cost. Trade receivables are classified as loans and receivables. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all the amounts due according to the original payment terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade receivable is impaired. Receivables are subject to regular review and adequate impairment is considered. The amount of the impairment provision is the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. An impairment charge is booked within selling and marketing expenses in the income statement and the carrying amount of the trade receivable is deducted through an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Any subsequent recoveries of amounts previously written off are credited against selling and marketing costs in the income statement.
34.14 Cash and cash equivalents
Cash and cash equivalents comprise bills, postal giros, and bank accounts, together with other short-term highly liquid investments with a maturity of three months or less from the date of acquisition. Bank overdrafts are reported within borrowings in the current liabilities.
34.15 Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects. When share capital is repurchased, the amount of the consideration paid, which includes directly attributable cost, is net of any tax effects and is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is transferred to/from retained earnings.
34.16 Trade payables
Trade payables and other payables are stated at face value. The respective value corresponds approximately to the amortized cost.
34.17 Borrowings
Financial debt is stated at fair value when initially recognized, after recognition of transaction costs. In subsequent periods, it is valued at amortized cost. Any difference between the amount borrowed (after deduction of transaction costs) and the repayment amount is reported in the income statement over the duration of the loan using the effective interest method. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
34.18 Current and deferred income taxes
The current income tax charge comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the group’s subsidiaries and associates operate and generate taxable income. The management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
The liability method is used to provide deferred taxes on all temporary differences between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred taxes are valued by applying tax rates (and regulations) substantially enacted on the balance sheet date or any that have essentially been legally approved and are expected to apply at the time when the deferred tax asset is realized or the deferred tax liability is settled.
Income tax is recognized in profit of loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized directly in equity or other comprehensive income.
Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that a taxable profit will be available against which they can be used. Deferred tax liabilities arising as a result of temporary differences relating to investments in subsidiaries and associated companies are applied, unless the group can control when temporary differences are reversed and it is unlikely that they will be reversed in the foreseeable future.
34.19 Employee benefits
a) Defined benefit plans
The group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest income on plan assets), and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability/(asset), taking into account any changes in the net defined benefit liability/(asset) during the period as a result of contributions and benefit payments. Net interest expenses and other expenses related to defined benefit plans are recognized in the income statement.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in the income statement. The group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
b) Defined contribution plans
Defined contribution plans are defined to be pure savings plans, under which the employer makes certain contributions into a separate legal entity (fund) and does not have a legal or an extendible (constructive) liability to contribute any additional amounts in the event this entity does not have enough funds to pay out benefits. A “constructive” commitment exists when it can be assumed that the employer will voluntarily make additional contributions in order not to endanger the relationship with its employees. Company contributions to such plans are considered in the income statement as personnel expenses.
c) Other employee benefits
Some subsidiaries provide other employee benefits like “Early retirement benefits” or “Jubilee gifts” to their employees. Early retirement benefits are defined as termination benefits for employees accepting voluntary redundancy in exchange for those benefits. Jubilee gifts are other long-term benefits. For example, in Switzerland, Sulzer makes provisions for jubilee benefits based on a Swiss local directive. The provisions are reported in the category “Other employee benefits” (Note 26).
Short-term benefits are payable within 12 months after the end of the period in which the employees render the related employee service. In the case of liabilities of a long-term nature, the discounting effects and employee turnover are to be taken into consideration.
Obligations to employees arising from restructuring measures are included under the category “Restructuring provisions.”
34.20 Share-based compensation
Sulzer operates two equity-settled share-based payment plans. A performance share plan (PSP) covers the members of the Executive Committee and starting 2016 also the members of the Sulzer Management Group. A restricted share plan (RSP) covers the members of the Board of Directors and until 2015 also covered the members of the Sulzer Management Group.
a) Performance share plan (PSP)
The fair value of the employee services received in exchange for the grant of the performance share units is recognized as a personnel expense with a corresponding increase in equity. The total amount to be expensed over the vesting period is determined by reference to the fair value of the share units granted, excluding the impact of any non-market vesting conditions (e.g. profitability targets). At each balance sheet date, the group reassesses its estimates of the number of share units that are expected to vest. It recognizes the impact of the reassessment of original estimates, if any, in the income statement, and a corresponding adjustment to equity. The fair value of performance share units granted is measured by external valuation specialists based on a Monte Carlo simulation.
The group accrues for the expected cost of social charges in connection with the allotment of shares under the PSP. The dilution effect of the share-based awards is considered when calculating diluted earnings per share.
b) Restricted share plan (RSP)
The fair value of the employee services received in exchange for the grant of the share units is recognized as a personnel expense with a corresponding increase in equity. The total amount expensed is recognized over the vesting period, which is the period over which the specified service conditions are expected to be met.
The fair value of the restricted share units granted for services rendered is measured at the Sulzer closing share price at grant date, and discounted over the vesting period using a discount rate that is based on the yield of Swiss government bonds with maturities matching the duration of the vesting period. Participants are not entitled to dividends declared during the vesting period. The grant date fair value of the restricted share units is consequently reduced by the present value of dividends expected to be paid during the vesting period.
The group accrues for the expected cost of social charges in connection with the allotment of shares under the RSP. The dilutive effect of the share-based awards is considered when calculating diluted earnings per share.
34.21 Provisions
Provisions are recognized when: the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments. Provisions are not recognized for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required is determined by considering the class of obligation as a whole. A provision is recognized even if the likelihood of an outflow with respect to a single item included in the class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as interest expense.
34.22 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the group’s activities. Revenue is shown net of value-added tax, returns, rebates, and discounts and after eliminating sales within the group. The group recognizes revenue when the amount of revenue can be reliably measured, when it is probable that future economic benefits will flow to the entity, and when specific criteria have been met.
a) Sale of goods/products
Revenue from the sale of goods/products derives in the ordinary course of business. Goods and products are described as ordinary when they are part of the official product range of the organization. Goods and products are those items produced/engineered and/or purchased for resale. This includes standard products (off the rack) as well as (pre-)engineered or tailor-made products.
Revenue from the sale of goods is recognized when all of the conditions stated below are fulfilled. The return rights of products and goods are also considered. The conditions for the recognition of revenue from sale of goods and products are as follows:
- it is probable that any future economic benefit associated with the revenue will flow to the entity,
- the revenue can be measured reliably,
- the cost incurred or to be incurred can be measured reliably,
- the entity (seller) has transferred significant risks and rewards of ownership to the buyer; basis of the risk/reward terms are the agreed clauses with the customer in the sales contract, generally linked to the internationally accepted Incoterms, and
- the entity (seller) has retained neither continuing managerial involvement nor effective control over the goods.
Revenue is recognized only when it is probable that it is collectible and measurable. Revenue can only be collectible when there is a binding sales agreement. Once revenue is recognized, any subsequent uncertainty about the collectibility of the revenue is recognized as an expense/adjustment to the amount receivable rather than as an adjustment to revenue.
b) Rendering of services
The rendering of services involves an entity performing an agreed task for a customer. This service may involve asset maintenance; professional services; and the construction, development, or customization of assets. Service contracts may be single-element contracts, in which the entity renders one type of service, or multiple-element contracts that provide for the delivery of more than one service, or may include the delivery of goods as well as services. Services are often performed within the reporting period.
Services that are provided over a period beyond the reporting period involve estimates. Revenue is then recognized according to the stage, or percentage, of completion of the contract. The method used to determine the stage of completion will depend on the nature of the contract. A consistent approach is taken to the revenue recognition of similar contracts.
Revenue from rendering of services is recognized by reference to the stage of completion of the transaction when the following conditions are cumulatively met:
- the amount of revenue can be measured reliably,
- the flow of economic benefits to the entity is probable,
- the state of completion at the period end can be measured reliably, and
- the cost incurred to date and the cost to completion can be measured reliably.
c) Construction contracts
Major long-term construction contracts are reported using the percentage of completion method (POC), based on the percentage of costs to date compared with the total estimated contract costs, contractual milestones, or performance. The income statement contains a share of sales, including an estimated share of profit. The balance sheet includes the corresponding net trade accounts receivable (after adjustment for advance payments received) if the receivables exceed the advance payments from the customer of the project. The same is applicable when net advance payments from customers (after adjustment of trade accounts receivable) exceed the receivables of the project. When it appears probable that the total costs of an order will exceed the expected income, the total amount of expected loss is recognized immediately in the income statement.
34.23 Assets and disposal groups held for sale
A non-current asset or a group of assets is classified as “held for sale” if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the management must be committed to sell the assets, the assets must be actively marketed for sale, and the sale is expected to be completed within one year. A non-current asset or a group of assets classified as “held for sale” shall be measured at the lower of its carrying amount or fair value less selling cost.
34.24 Dividend distribution
Dividend distribution to the shareholders of Sulzer Ltd is resolved upon decision at the Annual General Meeting and will be paid in the same reporting period.
35 Subsequent events after the balance sheet date
On January 11, 2018, the group acquired 100% of the issued shares in JWC Environmental LLC, (“JWC”) for CHF 210 million, adjusted for an acquired tax asset. JWC is headquartered in Santa Ana, California, US, and employs around 230 people. The company is a leading provider of highly engineered, mission-critical solids reduction and removal products such as grinders, screens, and dissolved air flotation systems for municipal, industrial, and commercial wastewater applications.
The financial effects of this transaction have not been recognized at December 31, 2017. The operating results and assets and liabilities of the acquired company will be consolidated from January 11, 2018. The initial accounting for the business combination is incomplete at the time the Board of Directors authorized these consolidated financial statements for issue.
The Board of Directors authorized these consolidated financial statements for issue on February 27, 2018. They are subject to approval at the Annual General Meeting, which will be held on April 4, 2018. At the time when these consolidated financial statements were authorized for issue, the Board of Directors and the Executive Committee were not aware of any other events that would materially affect these financial statements.
36 Major subsidiaries
December 31, 2017
December 31, 2017 Europe |
Subsidiary |
Sulzer ownership and voting rights |
Registered capital (including paid-in capital in the USA and Canada) |
Direct participation by Sulzer Ltd |
Research & development |
Production & engineering |
Sales |
Service |
Switzerland |
Sulzer Chemtech AG, Winterthur |
100% |
CHF 10’000’000 |
• |
• |
• |
• |
• |
|
Sulzer Mixpac AG, Haag |
100% |
CHF 100’000 |
• |
• |
• |
• |
|
|
Sulzer Markets and Technology AG, Winterthur |
100% |
CHF 4’000’000 |
• |
|
• |
• |
• |
|
Sulzer Management AG, Winterthur |
100% |
CHF 500’000 |
• |
|
|
|
|
|
Tefag AG, Winterthur |
100% |
CHF 500’000 |
• |
|
|
|
|
|
Sulzer International AG, Winterthur |
100% |
CHF 100’000 |
• |
|
|
|
|
Belgium |
Sulzer Pumps Wastewater Belgium N.V./S.A., St. Stevens-Woluwe |
100% |
EUR 123’947 |
• |
|
|
• |
• |
|
Ensival Moret International SA 1) , Thimister-Clermont |
100% |
EUR 9’400’000 |
• |
|
|
|
|
|
Ensival Moret Belgium SA 1) , Thimister-Clermont |
100% |
EUR 7’400’000 |
|
|
|
|
|
Germany |
Sulzer Pumpen (Deutschland) GmbH, Bruchsal |
100% |
EUR 3’000’000 |
• |
• |
• |
• |
• |
|
Sulzer Pumps Wastewater Germany GmbH, Bonn |
100% |
EUR 300’000 |
• |
|
|
• |
• |
|
Sulzer Pump Solutions Germany GmbH, Lohmar |
100% |
EUR 1’000’000 |
|
|
• |
|
|
|
Sulzer Chemtech GmbH, Linden |
100% |
EUR 300’000 |
• |
|
|
• |
• |
|
Sulzer Pumps Grundbesitz Germany GmbH, Lohmar |
100% |
EUR 300’000 |
• |
|
• |
|
|
|
Sulzer APS Deutschland Holding GmbH, Bechhofen |
100% |
EUR 870’000 |
• |
|
|
|
|
|
Geka GmbH, Bechhofen |
100% |
EUR 878’600 |
|
• |
• |
• |
• |
|
Transcodent GmbH & Co. KG 1) , Kiel |
100% |
EUR 2’000 |
|
• |
• |
• |
• |
Denmark |
Sulzer Mixpac Denmark A/S, Greve |
100% |
DKK 500’000 |
• |
• |
• |
• |
• |
|
Sulzer Pumps Denmark A/S, Farum |
100% |
DKK 500’000 |
• |
|
|
• |
• |
Finland |
Sulzer Pumps Finland Oy, Kotka |
100% |
EUR 16’000’000 |
• |
• |
• |
• |
• |
France |
Sulzer Pompes France SASU, Buchelay |
100% |
EUR 6’600’000 |
• |
• |
• |
• |
• |
|
Ensival Moret France SASU 1) , Saint-Quentin |
100% |
EUR 10’000’000 |
|
|
|
|
|
Greece |
Sulzer Pumps Wastewater Greece A.E., Athens |
100% |
EUR 117’400 |
• |
|
|
|
|
Great Britain |
Sulzer Pumps (UK) Ltd., Leeds |
100% |
GBP 9’610’000 |
|
• |
• |
• |
• |
|
Sulzer Chemtech (UK) Ltd., Stockton on Tees |
100% |
GBP 100’000 |
|
|
|
• |
• |
|
Sulzer Electro Mechanical Services (UK) Ltd., Birmingham |
100% |
GBP 48’756 |
|
|
• |
• |
• |
|
Sulzer (UK) Holdings Ltd., Leeds |
100% |
GBP 6’100’000 |
• |
|
|
|
|
|
Sulzer Mixpac (UK) Ltd., Hungerford |
100% |
GBP 1’000’000 |
|
|
• |
• |
|
Ireland |
Sulzer Pump Solutions Ireland Ltd., Wexford |
100% |
EUR 2’222’500 |
• |
• |
• |
• |
• |
|
Sulzer Finance (Ireland) Limited, Wexford |
100% |
EUR 100 |
• |
|
|
|
|
Italy |
Sulzer Italy S.r.l., Casalecchio di Reno |
100% |
EUR 600’000 |
• |
|
|
• |
|
Norway |
Sulzer Pumps Wastewater Norway A/S, Sandvika |
100% |
NOK 502’000 |
• |
|
|
• |
• |
|
Sulzer Pumps Norway A/S, Klepp Stasjon |
100% |
NOK 500’000 |
• |
|
|
• |
• |
The Netherlands |
Sulzer Pumps Wastewater Netherlands B.V., Maastricht-Airport |
100% |
EUR 15’882 |
|
|
|
• |
• |
|
Sulzer Chemtech Nederland B.V., Breda |
100% |
EUR 1’134’451 |
|
|
|
• |
• |
|
Sulzer Turbo Services Rotterdam B.V., Europoort |
100% |
EUR 18’000 |
|
|
• |
• |
• |
|
Advanced Separation Company (Ascom) B.V., Arnhem |
100% |
EUR 18’000 |
|
• |
• |
• |
|
|
Process Laboratories Netherlands (PROLAB NL) B.V., Arnhem |
100% |
EUR 18’000 |
|
• |
|
|
• |
|
Sulzer Turbo Services Venlo B.V., Lomm |
100% |
EUR 444’704 |
|
• |
• |
• |
• |
|
Sulzer Netherlands Holding B.V., Breda |
100% |
EUR 10’010’260 |
• |
|
|
|
|
|
Sulzer Capital B.V., Breda |
100% |
EUR 50’000 |
|
|
|
|
|
Austria |
Sulzer Austria GmbH, Wiener Neudorf |
100% |
EUR 350’000 |
• |
|
|
• |
• |
Poland |
Sulzer Turbo Services Poland Sp. z o.o., Lublin |
100% |
PLN 2’427’000 |
|
|
• |
|
• |
|
Sulzer Pumps Wastewater Poland Sp. z o.o., Warsaw |
100% |
PLN 800’000 |
• |
|
|
• |
• |
|
Sulzer Mixpac Poland Sp. z o.o., Nowa Wies Wroclawska |
100% |
PLN 5’000 |
• |
|
• |
|
|
Russia |
ZAO Sulzer Pumps, St. Petersburg |
100% |
RUB 8’000’000 |
• |
|
|
• |
|
|
Sulzer Pumps Rus LLC, Moscow |
100% |
RUB 6’000’600 |
• |
|
|
• |
• |
|
Sulzer Turbo Services Rus LLC, Moscow |
51% |
RUB 14’705’882 |
• |
|
|
|
• |
|
Sulzer Chemtech LLC, Serpukhov |
100% |
RUB 55’500’000 |
• |
|
• |
• |
• |
Sweden |
Sulzer Pumps Sweden AB, Vadstena |
100% |
SEK 3’000’000 |
• |
• |
• |
• |
• |
Spain |
Sulzer Pumps Spain S.A., Madrid |
100% |
EUR 1’750’497 |
• |
|
• |
• |
• |
|
Sulzer Pumps Wastewater Spain S.A., Rivas Vaciamadrid |
100% |
EUR 2’000’000 |
|
|
|
• |
• |
Turkey |
Sulzer Pompa Çözümleri Ltd. Sti., Istanbul |
100% |
TRY 800’000 |
• |
|
|
|
|
North America |
|
|
|
|
|
|
|
|
Canada |
Sulzer Pumps (Canada) Inc., Burnaby |
100% |
CAD 2’771’588 |
|
|
• |
• |
• |
|
Sulzer Chemtech Canada Inc., Edmonton |
100% |
CAD 1’000’000 |
• |
|
• |
• |
• |
|
Sulzer Rotating Equipment Services (Canada) Ltd., Edmonton |
100% |
CAD 7’000’000 |
• |
|
• |
• |
• |
USA |
Sulzer Pumps (US) Inc., Houston, Texas |
100% |
USD 40’381’108 |
|
• |
• |
• |
• |
|
Sulzer Pumps Solutions Inc., Easley, South Carolina |
100% |
USD 27’146’250 |
|
|
• |
• |
• |
|
Sulzer Pump Services (US) Inc., Houston, Texas |
100% |
USD 1’000 |
|
|
• |
• |
• |
|
Sulzer Chemtech USA, Inc., Tulsa, Oklahoma |
100% |
USD 47’895’000 |
|
• |
• |
• |
• |
|
Sulzer Mixpac USA Inc., Salem, New Hampshire |
100% |
USD 100 |
|
|
|
• |
|
|
Sulzer Turbo Services Houston Inc., La Porte, Texas |
100% |
USD 18’840’000 |
|
|
• |
• |
• |
|
Sulzer Turbo Services New Orleans Inc., Belle Chasse, Louisiana |
100% |
USD 4’006’122 |
|
|
• |
• |
• |
|
Sulzer Electro-Mechanical Services (US) Inc., Pasadena, Texas |
100% |
USD 12’461’286 |
|
|
• |
• |
• |
|
Sulzer US Holding Inc., Houston, Texas |
100% |
USD 200’561’040 |
• |
|
|
|
|
|
Geka Manufacturing Corporation, Elgin |
100% |
USD 603’719 |
|
|
• |
• |
• |
Mexico |
Sulzer Pumps México, S.A. de C.V., Cuautitlán Izcalli |
100% |
MXN 4’887’413 |
• |
|
• |
• |
• |
|
Sulzer Chemtech, S. de R.L. de C.V., Cuautitlán Izcalli |
100% |
MXN 231’345’500 |
• |
|
• |
• |
• |
Central and South America |
|
|
|
|
|
|
|
|
Argentina |
Sulzer Turbo Services Argentina S.A., Buenos Aires |
100% |
ARS 9’730’091 |
• |
|
• |
• |
• |
Brazil |
Sulzer Brasil S.A., Jundiaí |
100% |
BRL 82’054’659 |
• |
|
• |
• |
• |
|
Sulzer Pumps Wastewater Brasil Ltda., Jundiaí |
100% |
BRL 30’166’785 |
• |
|
• |
• |
• |
|
Sulzer Services Brasil, Triunfo |
100% |
BRL 40’675’856 |
• |
|
|
|
• |
|
Geka do Brasil Indústria e Comércio de Embalagens Ltda., Sao Paulo |
100% |
BRL 15’009’794 |
• |
|
• |
• |
• |
Chile |
Sulzer Bombas Chile Ltda., Vitacura |
100% |
CLP 46’400’000 |
• |
|
|
• |
|
Ecuador |
Sulzer-Ecuador S.A., Quito |
100% |
USD 12’500 |
• |
|
|
• |
|
Colombia |
Sulzer Pumps Colombia S.A.S., Cota |
100% |
COP 7’142’000’000 |
• |
|
|
• |
• |
Venezuela |
Sulzer Pumps (Venezuela) S.A., Barcelona |
100% |
VEB 200’000’000 |
|
|
|
• |
• |
|
Sulzer Turbo Services Venezuela S.A., Caracas |
100% |
VEB 5’000 |
• |
|
|
|
|
Africa |
|
|
|
|
|
|
|
|
South Africa |
Sulzer Pumps (South Africa) (Pty) Ltd., Elandsfontein |
75% |
ZAR 100’450’000 |
|
• |
• |
• |
• |
|
Sulzer (South Africa) Holdings (Pty) Ltd., Elandsfontein |
100% |
ZAR 16’476 |
• |
|
• |
• |
• |
|
Sulzer Chemtech (Pty) Ltd., Johannesburg |
100% |
ZAR 121 |
• |
|
|
|
|
|
Sulzer Pumps Wastewater South Africa (Pty) Ltd., Johannesburg |
100% |
ZAR 1’001 |
• |
|
|
• |
• |
Morocco |
Sulzer Maroc S.A.R.L. A.U., Ain Sebaa |
100% |
MAD 3’380’000 |
• |
|
|
|
• |
Nigeria |
Sulzer Pumps (Nigeria) Ltd., Lagos |
100% |
NGN 10’000’000 |
• |
|
|
• |
• |
Zambia |
Sulzer Zambia Ltd., Chingola |
100% |
ZMK 15’000’000 |
• |
|
|
• |
• |
Middle East |
|
|
|
|
|
|
|
|
United Arab Emirates |
Sulzer Pumps Middle East FZCO, Dubai |
100% |
AED 500’000 |
• |
|
|
• |
• |
|
Sulzer Rotating Equipment FZE, Dubai |
100% |
USD 272’000 |
|
|
|
• |
• |
Saudi Arabia |
Sulzer Saudi Pump Company Limited, Riyadh |
75% |
SAR 44’617’000 |
• |
|
• |
• |
• |
Bahrain |
Sulzer Chemtech Middle East S.P.C., Al Seef |
100% |
BHD 50’000 |
• |
|
|
• |
|
Asia |
|
|
|
|
|
|
|
|
India |
Sulzer Pumps India Ltd., Navi Mumbai |
99% |
INR 25’000’000 |
• |
|
• |
• |
• |
|
Sulzer India Pvt. Ltd., Pune |
100% |
INR 34’500’000 |
• |
|
• |
• |
• |
|
Sulzer Tech India Pvt. Ltd., Navi Mumbai |
100% |
INR 100’000 |
• |
|
• |
|
|
Indonesia |
PT. Sulzer Indonesia, Purwakarta |
100% |
IDR 28’234’800’000 |
• |
|
• |
• |
• |
|
PT Sulzer Pumps Indonesia, Purwakarta |
100% |
USD 300’000 |
• |
|
|
|
|
Japan |
Sulzer Daiichi K.K., Tokyo |
60% |
JPY 30’000’000 |
• |
|
|
• |
|
|
Sulzer Japan Ltd., Tokyo |
100% |
JPY 10’000 |
• |
|
• |
• |
• |
Malaysia |
Sulzer Pumps Wastewater Malaysia Sdn. Bhd., Selangor Darul Ehsan |
100% |
MYR 500’000 |
• |
|
|
• |
|
|
Advanced Separation Company Asia SDN BHD, Kuala Lumpur |
100% |
MYR 2 |
• |
|
|
|
|
Singapore |
Sulzer Singapore Pte. Ltd., Singapore |
100% |
SGD 1’000’000 |
• |
|
• |
• |
• |
South Korea |
Sulzer Korea Ltd., Seoul |
100% |
KRW 222’440’000 |
• |
|
|
• |
|
Thailand |
Sulzer Chemtech Co., Ltd., Rayong |
100% |
THB 25’000’000 |
• |
|
|
|
• |
People’s Republic of China |
Sulzer Dalian Pumps & Compressors Ltd., Dalian |
100% |
CHF 21’290’000 |
• |
|
• |
• |
• |
|
Sulzer Pumps Suzhou Ltd., Suzhou |
100% |
CNY 82’069’324 |
• |
|
• |
• |
• |
|
Sulzer Pump Solutions (Kunshan) Co., Ltd., Kunshan |
100% |
USD 5’760’000 |
• |
|
• |
|
|
|
Sulzer Shanghai Eng. & Mach. Works Ltd., Shanghai |
100% |
CNY 61’432’607 |
• |
• |
• |
• |
• |
|
Sulzer Pumps Wastewater Shanghai Co. Ltd., Shanghai |
100% |
USD 1’550’000 |
• |
|
|
• |
• |
Australia |
|
|
|
|
|
|
|
|
|
Sulzer Chemtech Pty Ltd., Brisbane |
100% |
AUD 500’000 |
• |
|
|
|
|
|
Sulzer Australia Pty Ltd., Brisbane |
100% |
AUD 5’308’890 |
|
|
|
• |
• |
|
Sulzer Australia Holding Pty Ltd., Brendale |
100% |
AUD 34’820’100 |
• |
|
|
|
|
1) Acquired in 2017.