Notes to the financial statements of Sulzer Ltd

– Financial reporting – Notes to the financial statements of Sulzer Ltd

1General 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.

2Key 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 and a cash flow statement in accordance with the law.

3Cash and cash equivalents

In 2021, the group arranged the renewal of the CHF 500 million syndicated credit facility with a maturity date of December 31, 2026. The facility includes two one-year extension options and a further option to increase the credit facility by CHF 250 million (subject to lenders’ approval). In 2022, the group exercised the first of the two extension options, extending the term of the credit facility partially by one year to December 2027 (for CHF 85 million of the facility, the maturity date remains unchanged). 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, 2022, and 2021, the syndicated facility was not used.

4Investments in subsidiaries

A list of the major subsidiaries held directly or indirectly by Sulzer Ltd is included in note 37 to the consolidated financial statements.

5Equity

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%

Treasury shares held by Sulzer Ltd

The total number of treasury shares held by Sulzer Ltd as of December 31, 2022, amounted to 523'855 (December 31, 2021: 534’733 shares), which are mainly held for the purpose of issuing shares under the management share-based payment programs.

6Interest-bearing liabilities

All the outstanding bonds are traded on SIX Swiss Exchange.

7Contingent liabilities

As of December 31, 2022, CHF 410.8 million (2021: CHF 402.5 million) in guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.

8Administrative expenses

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

9Investment income and investment and loan expenses

In 2022, the investment income contained ordinary and extraordinary dividend payments from subsidiaries amounting to CHF 142.9 million (2021: CHF 162.9 million). The income from the sale of a subsidiary amounted to CHF 7.0 million, net.

In 2022, Sulzer Ltd released hidden reserves in the amount of CHF 10.0 million (2021: CHF 20.0 million). 

The investment and loan expenses contain allowances on investments amounting to CHF 44.6 million (2021: CHF 51.3 million) and waivers on loans and receivables amounting to CHF 71.3 million (2021: CHF 0.0 million). The share of loss from associates amounts to CHF 2.5 million (2021: CHF 2.0 million).

10Other income

The income from trademark license amounts to CHF 42.3 million (2021: CHF 42.3 million).

11Financial income and expenses

The financial income contains interests on loans with subsidiaries amounting to CHF 42.1 million (2021: CHF 34.1 million). The financial expenses contain mainly interest expenses on interest-bearing liabilities of CHF 15.8 million (2021: CHF 15.9 million). The foreign currency revaluation on intercompany loans resulted in a loss of CHF 11.4 million (2021: gain of CHF 9.1 million) and on marketable securities in a loss of CHF 18.5 million (2021: gain of CHF 21.9 million).

12Share 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 in 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.

Granted Sulzer shares to members of the Board of Directors

13Subsequent events after the balance sheet date

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