Notes to the financial statements of Sulzer Ltd
1 General information
Sulzer Ltd, Winterthur, Switzerland ("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
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.
3 Cash and cash equivalents
As of December 2024, Sulzer had access to a syndicated credit facility of CHF 500 million maturing on 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 and 2023, the group exercised the options, extending the term of the credit facility in the amount of CHF 415 million to December 2028.
4 Investments in subsidiaries
A list of the major subsidiaries held directly or indirectly by Sulzer Ltd is included in note 35 to the consolidated financial statements.
5 Equity
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, 2024 |
|
Dec 31, 2023 |
||||
|
|
|
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 |
|
UBS Fund Management (Switzerland) AG |
|
1’175’624 |
|
3.43 |
|
- |
|
- |
|
The Capital Group Companies, Inc. |
|
- |
|
- |
|
1’034’950 |
|
3.02 |
Treasury shares held by Sulzer Ltd
|
|
|
2024 |
|
2023 |
||||
|
millions of CHF |
|
Number of shares |
|
Total transaction amount |
|
Number of shares |
|
Total transaction amount |
|
Balance as of January 1 |
|
451’074 |
|
36.7 |
|
523’855 |
|
42.9 |
|
Purchase |
|
282’500 |
|
33.2 |
|
260’000 |
|
20.9 |
|
Share-based remuneration |
|
–224’119 |
|
–18.3 |
|
–332’781 |
|
–27.1 |
|
Balance as of December 31 |
|
509’455 |
|
51.6 |
|
451’074 |
|
36.7 |
The total number of treasury shares held by Sulzer Ltd as of December 31, 2024, amounted to 509'455 (December 31, 2023: 451'074 shares), which are mainly held for the purpose of issuing shares under the management share-based payment programs.
6 Interest-bearing liabilities
|
|
|
2024 |
|
2023 |
||||
|
millions of CHF |
|
Book value |
|
Nominal |
|
Book value |
|
Nominal |
|
0.875% 07/2016–07/2026 |
|
125.0 |
|
125.0 |
|
125.0 |
|
125.0 |
|
1.600% 10/2018–10/2024 |
|
– |
|
– |
|
250.0 |
|
250.0 |
|
0.800% 09/2020–09/2025 |
|
299.9 |
|
300.0 |
|
299.8 |
|
300.0 |
|
0.875% 11/2020–11/2027 |
|
199.8 |
|
200.0 |
|
199.8 |
|
200.0 |
|
3.350% 12/2022–12/2026 |
|
169.8 |
|
170.0 |
|
169.7 |
|
170.0 |
|
1.773% 10/2024–10/2028 |
|
249.3 |
|
250.0 |
|
– |
|
– |
|
Total as of December 31 |
|
1’043.9 |
|
1’045.0 |
|
1’044.3 |
|
1’045.0 |
|
– thereof non-current |
|
744.0 |
|
745.0 |
|
794.3 |
|
795.0 |
|
– thereof current |
|
299.9 |
|
300.0 |
|
250.0 |
|
250.0 |
All the outstanding bonds are traded on SIX Swiss Exchange.
7 Contingent liabilities
|
millions of CHF |
|
2024 |
|
2023 |
|
Guarantees, sureties and comfort letters for subsidiaries |
|
|
|
|
|
– to banks and insurance companies |
|
967.7 |
|
845.5 |
|
– to customers |
|
183.7 |
|
216.3 |
|
– to others |
|
453.4 |
|
399.3 |
|
Guarantees for third parties |
|
7.7 |
|
9.3 |
|
Total contingent liabilities as of December 31 |
|
1’612.5 |
|
1’470.4 |
As of December 31, 2024, CHF 397.4 million (2023: CHF 406.3 million) in guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.
8 Administrative expenses
|
millions of CHF |
|
2024 |
|
2023 |
|
Compensation of Board of Directors |
|
3.1 |
|
2.6 |
|
Other administrative expenses |
|
98.3 |
|
98.3 |
|
Total administrative expenses |
|
101.4 |
|
100.9 |
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.
9 Investment income, investment and loan expenses
In 2024, the investment income contains ordinary and extraordinary dividend payments from subsidiaries amounting to CHF 204.7 million (2023: CHF 182.3 million).
The investment and loan expenses contain allowances on investments amounting to CHF 15.3 million (2023: CHF 10.5 million). The share of loss from associates amounts to CHF 2.7 million (2023: CHF 2.9 million).
10 Other income
The income from trademark license amounts to CHF 47.7 million (2023: CHF 44.2 million).
11 Financial income and expenses
The financial income contains interests on loans with subsidiaries amounting to CHF 32.6 million (2023: CHF 35.1 million) and CHF 1.8 million (2023: CHF 2.5 million) with banks. The realized and unrealized gain on marketable securities amounts to CHF 0.4 million (2023: loss of CHF 4.3 million). The foreign currency revaluation on intercompany loans resulted in a gain of CHF 9.7 million (2023: loss of CHF 48.8 million).
The financial expenses contain mainly interest expenses on interest-bearing liabilities of CHF 15.5 million (2023: CHF 17.5 million).
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 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.
|
|
|
2024 |
||||||||
|
|
|
Sulzer shares |
|
Restricted share units (RSU) 1) |
|
Performance share units (PSU) 2022 2) |
|
Performance share units (PSU) 2023 3) |
|
Performance share units (PSU) 2024 4) |
|
Board of Directors |
|
15’866 |
|
16’373 |
|
– |
|
– |
|
– |
|
Suzanne Thoma |
|
4’374 |
|
1’071 |
|
– |
|
– |
|
– |
|
Markus Kammüller |
|
1’743 |
|
3’255 |
|
– |
|
– |
|
– |
|
Alexey Moskov |
|
3’791 |
|
2’731 |
|
– |
|
– |
|
– |
|
David Metzger |
|
3’413 |
|
2’731 |
|
– |
|
– |
|
– |
|
Per Utnegaard |
|
1’375 |
|
2’195 |
|
– |
|
– |
|
– |
|
Hariolf Kottmann |
|
1’170 |
|
2’195 |
|
– |
|
– |
|
– |
|
Prisca Havranek-Kosicek |
|
– |
|
2’195 |
|
– |
|
– |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Committee |
|
11’171 |
|
– |
|
14’679 |
|
33’865 |
|
28’437 |
|
Suzanne Thoma |
|
4’374 |
|
– |
|
2’120 |
|
12’778 |
|
10’490 |
|
Thomas Zickler |
|
5’697 |
|
– |
|
5’074 |
|
5’112 |
|
4’196 |
|
Haining Auperin |
|
– |
|
– |
|
1’142 |
|
4’217 |
|
3’462 |
|
Tim Schulten |
|
1’100 |
|
– |
|
5’074 |
|
5’112 |
|
4’196 |
|
Jan Lüder |
|
– |
|
– |
|
– |
|
5’112 |
|
4’196 |
|
Ravin Pillay-Ramsamy |
|
– |
|
– |
|
1’269 |
|
1’534 |
|
1’897 |
1) Restricted share units assigned by Sulzer.
2) The average fair value of one performance share unit 2022 at grant date amounted to CHF 84.69.
3) The average fair value of one performance share unit 2023 at grant date amounted to CHF 88.38.
4) The average fair value of one performance share unit 2024 at grant date amounted to CHF 125.65
|
|
|
2023 |
||||||||
|
|
|
Sulzer shares |
|
Restricted share units (RSU) 1) |
|
Performance share units (PSU) 2021 2) |
|
Performance share units (PSU) 2022 3) |
|
Performance share units (PSU) 2023 4) |
|
Board of Directors |
|
9’320 |
|
17’430 |
|
– |
|
– |
|
– |
|
Suzanne Thoma |
|
2’559 |
|
2’886 |
|
– |
|
– |
|
– |
|
Markus Kammüller |
|
536 |
|
3’085 |
|
– |
|
– |
|
– |
|
Alexey Moskov |
|
2’114 |
|
3’295 |
|
– |
|
– |
|
– |
|
David Metzger |
|
1’736 |
|
3’295 |
|
– |
|
– |
|
– |
|
Per Utnegaard |
|
1’375 |
|
1’623 |
|
– |
|
– |
|
– |
|
Hariolf Kottmann |
|
1’000 |
|
1’623 |
|
– |
|
– |
|
– |
|
Prisca Havranek-Kosicek |
|
– |
|
1’623 |
|
– |
|
– |
|
– |
|
Executive Committee |
|
11’114 |
|
– |
|
4’264 |
|
14’362 |
|
36’548 |
|
Suzanne Thoma |
|
2’559 |
|
– |
|
– |
|
2’120 |
|
12’778 |
|
Thomas Zickler |
|
3’402 |
|
– |
|
1’212 |
|
5’074 |
|
5’112 |
|
Haining Auperin |
|
5’153 |
|
– |
|
1’364 |
|
1’142 |
|
4’217 |
|
Tim Schulten |
|
– |
|
– |
|
1’212 |
|
5’074 |
|
5’112 |
|
Jan Lüder |
|
– |
|
– |
|
– |
|
– |
|
5’112 |
|
Uwe Boltersdorf |
|
– |
|
– |
|
476 |
|
952 |
|
4’217 |
1) Restricted share units assigned by Sulzer.
2) The average fair value of one performance share unit 2021 at grant date amounted to CHF 124.95.
3) The average fair value of one performance share unit 2022 at grant date amounted to CHF 84.69.
4) The average fair value of one performance share unit 2023 at grant date amounted to CHF 88.38.
Granted Sulzer shares to members of the Board of Directors
|
|
|
2024 |
|
2023 |
||||
|
|
|
Quantity |
|
Value in CHF |
|
Quantity |
|
Value in CHF |
|
Allocated to members of the Board of Directors |
|
6’942 |
|
780’000 |
|
10’128 |
|
780’000 |
13 Subsequent events after the balance sheet date
On January 30, 2025, Sulzer Ltd acquired 100% of the shares of DAVIES & MILLS CO. WL.L, a services business in Bahrain. The consideration paid is CHF 12.0 million and is subject to change due to variable price components.
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.