Financial report > Consolidated financial statements Geberit Group
Notes to the Consolidated Financial Statements
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1. Basic information and principles of the report
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2. Changes in Group organization
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3. Summary of significant accounting policies
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4. Risk assessment and management
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5. Management of capital
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6. Marketable securities
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7. Trade accounts receivable
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8. Other current assets and current financial assets
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9. Inventories
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10. Property, plant and equipment
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11. Other non-current assets and non-current financial assets
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12. Goodwill and intangible assets
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13. Short-term debt
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14. Other current provisions and liabilities
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15. Long-term debt
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16. Derivative financial instruments
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17. Retirement benefit plans
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18. Participation plans
Share plans
In 2013, employees were able to purchase a limited number of shares at a discount of 40% (PY: 50%) compared to the market price (“Employee share plan 2013”). Geberit management was entitled to draw the previous year’s variable remuneration partly or entirely in shares valued at market price (“Management share plans 2013”). For each of these shares, management participants received one option (see part 2: “Option plans”). As part of the “Directors program 2013”, non-executive members of the Board of Directors received their compensation for 2012 in shares of Geberit AG at a discount of 40% (PY: 50%). All share plans are subject to blocking periods valid beyond the period of employment.
The share plans introduced in 2013 are summarized below:
End of
blocking
periodNumber of
participantsNumber of
shares
issuedIssuing
price
CHFEmployee share program 2013 (ESPP) 2015 1,563 21,353 138.72 Management share program 2013 (MSPP) 2016 41 8,968 231.20 Board of Directors' program 2013 (DSPP) 2017 7 4,724 138.72 Total 35,045 The 35,045 shares required for these plans were taken from the stock of treasury shares.
As of December 31, 2013, the Board of Directors, the Group Executive Board and the employees owned a combined total of 338,788 (PY: 370,045) shares, i.e. 0.9% (PY: 1.0%) of the share capital of Geberit AG.
Option plans
The management has the opportunity to invest part or all their variable remuneration in shares of the company through the management share participation plan (MSPP). They may define a fixed number of shares to purchase, or a certain amount or a percentage of their variable remuneration to be invested in shares. In order to encourage the management to participate in the program, a free share option is provided for each share purchased through the program. These options are subject to a vesting period of four years: a quarter of the options can be exercised one year after the grant, a further quarter two years after the grant, a further quarter three years after the grant, and the remaining quarter four years after the grant.
In connection with an additional option plan (MSOP), the managing directors and members of the Group Executive Board are entitled to additional options. The options of the managing directors are subject to a vesting period of four years: a quarter of the options can be exercised one year after the grant, a further quarter two years after the grant, a further quarter three years after the grant, and the remaining quarter four years after the grant. The options of the members of the Group Executive Board are also subject to a vesting period of four years: a third of the options can be exercised two years after the grant, a further third can be exercised three years after the grant and the remaining third four years after the grant.
The exercise price of the options corresponds to the fair market value at the time of grant. The options have a term of seven years after which they expire. They can be exercised between the vesting date and the expiration date. The vesting of share options is subject to the achievement of a performance criterion - the average Return on Invested Capital (ROIC) - over the respective vesting period.
The following is a summary of the options allocated to the management in 2013:
End of vesting period Maturity Number of partici-
pantsNumber of options allocated Exercise
price
CHFManagement share program 2013 (MSPP) 2014–2017 2020 41 8,968 231.20 Option plan 2013 (MSOP)/Group Executive Board 2015–2017 2020 5 45,628 231.20 Option plan 2013 (MSOP)/other management 2014–2017 2020 57 52,576 231.20 Total 107,172 The fair value of the options granted in 2013 amounted to CHF 24.34 at the respective granting date. The fair value was determined using the binomial model for “American Style Call Options”.
The calculation model was based on the following parameters:
Exercise price 1 Expected volatility Expected Ø dividend yield Contractual period Riskfree interest rate CHF % % Years % Management share program 2013 (MSPP) 231.20 17.139 3.47 7 0.463 Option plan 2013 (MSOP) 231.20 17.139 3.47 7 0.463 1 The exercise price corresponds to the average price of Geberit shares for the period from 2.–18.3.2013.
The following table summarizes all option plans in place as of December 31, 2013:
End of vesting period Maturity Number of options outstanding Ø exercise
price
CHFNumber of options in the money Ø exercise
price
CHFVested 2014–2016 29,509 184.88 29,509 184.88 2014 2015–2020 86,834 204.15 86,834 204.15 2015 2016–2020 50,590 229.94 50,590 229.94 2016 2017–2020 66,366 217.35 66,366 217.35 2017 2020 30,595 231.20 30,595 231.20 Total 263,894 213.39 263,894 213.39 The following movements took place in 2013 and 2012:
MSOP MSPP Total 2013 Total 2012 Number
of optionsØ exercise price Number
of optionsØ exercise price Number
of optionsØ exercise price Number
of optionsØ exercise price CHF CHF CHF CHF Outstanding January 1 207,359 185.93 43,946 183.49 251,305 185.51 266,710 175.17 Granted options 98,204 231.20 8,968 231.20 107,172 231.20 89,529 199.42 Forfeited options 4,569 207.34 55 189.10 4,624 207.12 5,079 175.64 Expired options 0 0 35 146.60 35 146.60 43,420 210.20 Exercised options 67,703 150.32 22,221 177.48 89,924 157.03 56,435 140.60 Outstanding December 31 233,291 214.91 30,603 201.86 263,894 213.39 251,305 185.51 Exercisable at December 31 23,683 185.80 5,826 181.17 29,509 184.88 45,972 168.12 The 263,894 options outstanding represent 0.7% of the outstanding shares of Geberit AG. In principle, the Group hedges this exposure with treasury shares.
The options outstanding at December 31, 2013 had an exercise price of between CHF 96.50 and CHF 231.20 and an average remaining contractual life of 3.9 years.
Costs resulting from participation plans amounted to MCHF 2.6 in 2013 (PY: MCHF 3.7), those for option plans totaled MCHF 2.6 (PY: MCHF 2.3).
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19. Deferred tax assets and liabilities
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20. Other non-current provisions and liabilities
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21. Contingencies
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22. Capital stock and treasury shares
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23. Earnings per share
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24. Other operating expenses, net
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25. Financial result, net
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26. Income tax expenses
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27. Cashflow figures
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28. Segment reporting
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29. Related party transactions
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30. Foreign exchange rates
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31. Subsequent events
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32. Additional disclosures on financial instruments
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33. Group companies as of December 31, 2013