Notes to the financial statements of Sulzer Ltd

Please select notes

1 General information

1 General information

Sulzer Ltd, Winterthur, Switzerland (the company), is the parent company of the Sulzer Group. Its financial statements are prepared in accordance with Swiss law and serve as complementary information to the consolidated financial statements.

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

2 Key accounting policies and principles

2 Key accounting policies and principles

Treasury shares

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through the income statement as financial income or financial expenses.

Investments in subsidiaries and third parties

The participations are valued at acquisition cost or if the value is lower, at value in use, using generally accepted valuation principles.

Non-current interest-bearing liabilities

Non-current interest-bearing liabilities are recognized in the balance sheet at amortized cost. Discounts and issue costs for bonds are amortized on a straight-line basis over the bond’s maturity period.

Share-based payments

Sulzer Ltd operates a share-based payment program that covers the Board of Directors. Restricted share units (RSU) are granted annually. 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. Awards automatically vest with the departure from the Board. The fair value of the Sulzer share at vesting date is recognized as compensation to the Board of Directors.

Foregoing a cash flow statement and additional disclosures in the notes

As Sulzer Ltd has prepared its consolidated financial statements in accordance with a recognized accounting standard (IFRS), it has decided to forego presenting additional information on audit fees and interest-bearing liabilities in the notes as well as a cash flow statement in accordance with the law.

3 Cash and cash equivalents

3 Cash and cash equivalents

Sulzer Ltd arranged a CHF 500 million syndicated credit facility with maturity date May 2022. The facility is available for general corporate purposes including financing of acquisitions. The facility is subject to financial covenants based on net financial indebtedness and EBITDA, which were adhered to throughout the reporting period. As of December 31, 2020 and 2019, the syndicated facility was not used.

4 Investments in subsidiaries

4 Investments in subsidiaries

A list of the major subsidiaries held directly or indirectly by Sulzer Ltd is included in note 36 of the consolidated financial statements.

5 Registered share capital

5 Registered share capital

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.

Shareholders holding more than 3%

 

 

Dec 31, 2020

 

Dec 31, 2019

 

 

Number of shares

 

in %

 

Number of shares

 

in %

Viktor Vekselberg (direct shareholder: Tiwel Holding AG)

 

16’728’414

 

48.82

 

16’728’414

 

48.82

Treasury shares held by Sulzer Ltd

 

 

2020

 

2019

millions of CHF

 

Number of shares

 

Total transaction amount

 

Number of shares

 

Total transaction amount

Balance as of January 1

 

240’924

 

25.6

 

311’871

 

34.0

Purchase

 

285’460

 

23.1

 

110’400

 

11.1

Share-based remuneration

 

–99’917

 

–10.4

 

–181’347

 

–19.6

Balance as of December 31

 

426’467

 

38.3

 

240’924

 

25.6

The total number of treasury shares held by Sulzer Ltd as of December 31, 2020, amounted to 426’467 (December 31, 2019: 240’924 shares), which are mainly held for the purpose of issuing shares under the management share-based payment programs.

6 Interest-bearing liabilities

6 Interest-bearing liabilities

 

 

2020

 

2019

millions of CHF

 

Book value

 

Nominal

 

Book value

 

Nominal

0.375% 07/2016–07/2022

 

325.1

 

325.0

 

325.2

 

325.0

0.875% 07/2016–07/2026

 

125.0

 

125.0

 

125.0

 

125.0

0.250% 07/2018–07/2020

 

 

 

109.9

 

110.0

1.300% 07/2018–07/2023

 

289.6

 

290.0

 

289.5

 

290.0

0.625% 10/2018–10/2021

 

209.9

 

210.0

 

209.7

 

210.0

1.600% 10/2018–10/2024

 

249.8

 

250.0

 

249.8

 

250.0

0.800% 09/2020–09/2025

 

299.3

 

300.0

 

 

0.875% 11/2020–11/2027

 

199.7

 

200.0

 

 

Total as of December 31

 

1’698.4

 

1’700.0

 

1’309.1

 

1’310.0

– thereof non-current

 

1’488.5

 

1’490.0

 

1’199.2

 

1’200.0

– thereof current

 

209.9

 

210.0

 

109.9

 

110.0

All the outstanding bonds are traded at the SIX Swiss Exchange.

7 Contingent liabilities

7 Contingent liabilities

millions of CHF

 

2020

 

2019

Guarantees, sureties and comfort letters for subsidiaries

 

 

 

 

– to banks and insurance companies

 

1’205.5

 

1’317.3

– to customers

 

214.6

 

206.1

– to others

 

436.8

 

574.0

Guarantees for third parties

 

11.0

 

10.0

Total contingent liabilities as of December 31

 

1’867.9

 

2’107.4

As of December 31, 2020, CHF 295.5 million (2019: CHF 309.9 million) of guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.

8 Administrative expenses

8 Administrative expenses

millions of CHF

 

2020

 

2019

Compensation of Board of Directors

 

2.7

 

3.0

Other administrative expenses

 

59.0

 

73.2

Total administrative expenses

 

61.7

 

76.2

Sulzer Ltd does not have any employees. The compensation to the Board of Directors includes share-based payments and remuneration. Other administrative expenses contain management services and recharges from subsidiaries.

9 Investment income and investment and loan expenses

9 Investment income and investment and loan expenses

In 2020, the investment income contains ordinary and extraordinary dividend payments from subsidiaries amounting to CHF 159.0 million (2019: CHF 161.5 million).

In 2020, Sulzer Ltd released hidden reserves in the amount of CHF 30.0 million (2019: CHF 0.0 million).

The investment and loan expenses contain allowances on investments, loans and share of loss of associates of CHF 2.7 million in 2020 (2019: CHF 0.0 million).

10 Other income

10 Other income

The income from trademark license amounts to CHF 41.4 million (2019: CHF 38.7 million).

11 Financial expenses

11 Financial expenses

The financial expenses contain mainly allowances on foreign currency loans amounting to CHF 48.5 million (2019: CHF 15.3 million) and interest expenses on interest-bearing liabilities of CHF 12.9 million (2019: CHF 12.2 million).

12 Share participation of the Board of Directors, Executive Committee and related parties

12 Share participation of the Board of Directors, Executive Committee and related parties

Restricted share units for members of the Board

The compensation of the Board of Directors consists of a fixed cash component and a restricted share unit (RSU) component with a fixed grant value. The number of RSU is determined by dividing the fixed grant value by the volume-weighted share price of the last ten days prior to the grant date. One-third of the RSU each vest after the first, second and third anniversaries of the grant date, respectively. Upon vesting, one vested RSU is converted into one share of Sulzer Ltd. The vesting period for RSU granted to the members of the Board of Directors ends no later than on the date on which the member steps down from the Board.

 

 

2020

 

 

Sulzer shares

 

Restricted share units (RSU) 1)

 

Performance share units (PSU) 2018 2)

 

Performance share units (PSU) 2019 3)

 

Performance share units (PSU) 2020 4)

Board of Directors

 

56’020

 

27’510

 

 

 

Peter Löscher

 

19’437

 

6’210

 

 

 

Matthias Bichsel

 

8’238

 

3’853

 

 

 

Hanne Birgitte Breinbjerg Sørensen

 

816

 

3’106

 

 

 

Lukas Braunschweiler

 

1’097

 

3’106

 

 

 

Mikhail Lifshitz

 

4’781

 

3’106

 

 

 

Marco Musetti

 

8’639

 

3’106

 

 

 

Gerhard Roiss

 

13’012

 

3’106

 

 

 

Alexey Moskov

 

 

1’917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Committee

 

92’944

 

 

28’133

 

54’251

 

66’999

Greg Poux-Guillaume

 

58’062

 

 

12’820

 

23’363

 

33’267

Daniel Bischofberger

 

6’233

 

 

2’938

 

6’491

 

6’161

Frédéric Lalanne

 

6’955

 

 

2’938

 

6’491

 

6’161

Jill Lee

 

7’945

 

 

3’561

 

6’491

 

6’161

Armand Sohet

 

6’624

 

 

2’938

 

5’355

 

5’083

Torsten Wintergerste

 

7’125

 

 

2’938

 

5’355

 

5’083

Girts Cimermans

 

 

 

 

705

 

5’083

1) Restricted share units assigned by Sulzer.

2) The average fair value of one performance share unit 2018 at grant date amounted to CHF 143.62.

3) The average fair value of one performance share unit 2019 at grant date amounted to CHF 115.95.

4) The average fair value of one performance share unit 2020 at grant date amounted to CHF 78.18.

 

 

2019

 

 

Sulzer shares

 

Restricted share units (RSU) 1)

 

Performance share units (PSU) 2017 2)

 

Performance share units (PSU) 2018 3)

 

Performance share units (PSU) 2019 4)

Board of Directors

 

47’461

 

18’549

 

 

 

Peter Löscher

 

17’121

 

4’692

 

 

 

Matthias Bichsel

 

6’801

 

2’911

 

 

 

Hanne Birgitte Breinbjerg Sørensen

 

249

 

1’951

 

 

 

Lukas Braunschweiler

 

335

 

1’951

 

 

 

Mikhail Lifshitz

 

3’622

 

2’348

 

 

 

Marco Musetti

 

7’480

 

2’348

 

 

 

Gerhard Roiss

 

11’853

 

2’348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Committee

 

68’838

 

 

25’292

 

28’133

 

54’251

Greg Poux-Guillaume

 

46’181

 

 

13’196

 

12’820

 

23’363

Daniel Bischofberger

 

2’562

 

 

3’024

 

2’938

 

6’491

Frédéric Lalanne

 

4’492

 

 

3’024

 

2’938

 

6’491

Jill Lee

 

7’945

 

 

 

3’561

 

6’491

Armand Sohet

 

4’204

 

 

3’024

 

2’938

 

5’355

Torsten Wintergerste

 

3’454

 

 

3’024

 

2’938

 

5’355

Girts Cimermans

 

 

 

 

 

705

1) Restricted share units assigned by Sulzer.

2) The average fair value of one performance share unit 2017 at grant date amounted to CHF 116.02.

3) The average fair value of one performance share unit 2018 at grant date amounted to CHF 143.62.

4) The average fair value of one performance share unit 2019 at grant date amounted to CHF 115.95.

Granted Sulzer shares to members of the Board of Directors

 

 

2020

 

2019

 

 

Quantity

 

Value in CHF

 

Quantity

 

Value in CHF

Allocated to members of the Board of Directors

 

17’715

 

1’155’000

 

10’551

 

1’031’419

13 Subsequent events after the balance sheet date

13 Subsequent events after the balance sheet date

At the time when these financial statements were authorized for issue, the Board of Directors were not aware of any events that would materially affect these financial statements.