Notes to the Consolidated Financial Statements

1. Basic information and principles of the report

2. Changes in Group structure

3. Summary of significant accounting policies

4. Risk assessment and management

5. Management of capital

6. Marketable securities

7. Trade accounts receivable

8. Other current assets and current financial assets

9. Inventories

10. Property, plant and equipment

11. Other non-current assets and non-current financial assets

12. Goodwill and intangible assets

13. Short-term debt

14. Other current provisions and liabilities

15. Long-term debt

16. Derivative financial instruments

17. Retirement benefit plans

18. Participation plans

Share plans

In 2014, employees were able to purchase a limited number of shares at a discount of 45% (PY: 40%) compared to the market price (“Employee share purchase plan 2014”). Geberit management was entitled to draw the previous year’s variable remuneration partly or entirely in shares valued at market price (“Management share purchase plan 2014”). For each of these shares, management participants received one option (see part 2: “Option plans”). As part of the “Directors program 2014”, non-executive members of the Board of Directors received their compensation for 2013 in shares of Geberit AG at a discount of 0% (PY: 40%). All share plans are subject to blocking periods valid beyond the period of employment.

The share plans introduced in 2014 are summarized below:

  End of blocking period Number of participants Number of shares issued Issuing price CHF
Employee share purchase plan 2014 (ESPP) 2016 1,845 20,687 155.07
Management share purchase plan 2014 (MSPP) 2017 70 13,320 281.95
Directors program 2014 (DSPP) 2018 6 3,505 281.95
Total     37,512  

The 37,512 shares required for these plans were taken from the stock of treasury shares.

As of December 31, 2014, the Board of Directors, the Group Executive Board and the employees owned a combined total of 340,295 (PY: 338,788) shares, i.e. 0.9% (PY: 0.9%) of the share capital of Geberit AG.

Option plans

The management has the opportunity to invest part or all of their variable remuneration in shares of the company through the management share purchase 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 management to participate in the program, a free 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 of the Geberit shares 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 2014:

  End of vesting period Maturity Number of participants Number of options allocated Exercise price CHF
Management share purchase plan 2014 (MSPP) 2015 - 2018 2021 70 13,320 281.95
Option plan 2014 (MSOP) / Group Executive Board 2016 - 2018 2021 5 64,647 281.95
Option plan 2014 (MSOP) / Other management 2015 - 2018 2021 64 62,428 281.95
Total       140,395  

The fair value of the options granted in 2014 amounted to CHF 23.65 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 price1 Expected volatility Expected Ø dividend yield Contractual period Risk-free interest rate
  CHF % % Years %
Management share purchase plan 2014 (MSPP) 281.95 13.500 3.80 7 0.868
Option plan 2014 (MSOP) 281.95 13.500 3.80 7 0.868
1 The exercise price corresponds to the average price of Geberit shares for the period from 4. – 17.3.2014.    

The following table summarizes all option plans in place as of December 31, 2014:

End of vesting period Maturity   Number of options outstanding Ø exercise price CHF Number of options in the money Ø exercise price CHF
Vested 2015 - 2017   30,847 208.06 30,847 208.06
2015 2016 - 2021   66,615 244.72 66,615 244.72
2016 2017 - 2021   100,838 241.58 100,838 241.58
2017 2018 - 2021   66,687 260.06 66,687 260.06
2018 2021   37,928 281.95 37,928 281.95
Total     302,915 247.98 302,915 247.98

The following movements took place in 2014 and 2013:

    MSOP     MSPP     Total 2014     Total 2013
  Number of options Ø exercise price   Number of options Ø exercise price   Number of options Ø exercise price   Number of options Ø exercise price
    CHF     CHF     CHF     CHF
Outstanding January 1 233,291 214.91   30,603 201.86   263,894 213.39   251,305 185.51
Granted options 127,075 281.95   13,320 281.95   140,395 281.95   107,172 231.20
Forfeited options 16,059 252.65   725 188.73   16,784 249.89   4,624 207.12
Expired options 0 0   0 0   0 0   35 146.60
Exercised options 69,852 197.16   14,738 190.96   84,590 196.08   89,924 157.03
Outstanding December 31 274,455 248.26   28,460 245.33   302,915 247.98   263,894 213.39
Exercisable at December 31 22,433 211.59   8,414 198.65   30,847 208.06   29,509 184.88

The 302,915 options outstanding represent 0.8% of the outstanding shares of Geberit AG. In principle, the Group hedges this exposure with treasury shares.

The options outstanding at December 31, 2014 had an exercise price of between CHF 189.10 and CHF 281.95 and an average remaining contractual life of 4.7 years.

Costs resulting from participation plans amounted to MCHF 2.9 in 2014 (PY: MCHF 2.6); those for option plans totaled MCHF 2.5 (PY: MCHF 2.6).

19. Deferred tax assets and liabilities

20. Other non-current provisions and liabilities

21. Contingencies

22. Capital stock and treasury shares

23. Earnings per share

24. Other operating expenses, net

25. Financial result, net

26. Income tax expenses

27. Research and development expenditures

28. Cashflow figures

29. Segment reporting

30. Related party transactions

31. Foreign exchange rates

32. Subsequent events

33. Additional disclosures on financial instruments

34. Group companies as of December 31, 2014