Integrated Annual Report 2015
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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. Trade accounts receivable

7. Other current assets and current financial assets

8. Inventories

9. Property, plant and equipment

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

11. Goodwill and intangible assets

12. Short-term debt

13. Other current liabilities and provisions

14. Long-term debt

15. Financial instruments

16. Retirement benefit plans

17. Participation plans

Share plans

In 2015, employees were able to purchase a limited number of shares at a discount of 45% (PY: 45%) compared to the market price (“Employee share purchase plan 2015”). 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 2015”). For each of these shares, management participants received one option (see part 2: “Option plans”). As part of the “Directors program 2015”, non-executive members of the Board of Directors received their compensation for 2014 in shares of Geberit AG (measured at current market value). All share plans are subject to blocking periods valid beyond the period of employment.

The share plans introduced in 2015 are summarized below:

  End of
blocking
period
Number of
participants
Number
of shares
issued
Issuing
price CHF
Employee share purchase plan 2015 (ESPP) 2017 2,077 17,928 192.03
Management share purchase plan 2015 (MSPP) 2018 74 12,616 349.15
Directors program 2015 (DSPP) 2019 5 2,610 349.15
Total     33,154  

The 33,154 shares required for these plans were taken from the stock of treasury shares.

As of December 31, 2015, the Board of Directors, the Group Executive Board and the employees owned a combined total of 357,850 (PY: 340,295) 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 2015:

  End of vesting
period
Maturity Number of
participants
Number of
options
allocated
Exercise price
CHF
Management share purchase plan 2015 (MSPP) 2016 - 2019 2022 74 12,616 349.15
Option plan 2015 (MSOP) / Group Executive Board 2017 - 2019 2022 5 44,871 349.15
Option plan 2015 (MSOP) / Other management 2016 - 2019 2022 62 40,260 349.15
Total       97,747  

The fair value of the options granted in 2015 amounted to CHF 34.06 (PY: CHF 23.65), CHF 33.48 (PY: CHF 23.65) respectively (MSOP / Group Executive Board) 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 Ø
volatility
Expected Ø
dividend yield
Contractual
period
Risk­free Ø
interest rate
  CHF % % Years %
1 The exercise price corresponds to the average price of Geberit shares for the period from 3. – 16.3.2015.

Management share purchase plan 2015 (MSPP) 349.15 15.95 2.65 7 -0.35
Option plan 2015 (MSOP) 349.15 15.95 2.65 7 -0.35

The following table summarizes all option plans in place as of December 31, 2015:

End of vesting period Maturity   Number of
options
outstanding
Ø exercise
price CHF
Number of
options in
the money
Ø exercise
price CHF
Vested 2016 - 2021   49,223 232.22 49,223 232.22
2016 2017 - 2022   109,962 254.97 96,743 242.10
2017 2020 - 2022   91,060 288.83 62,884 261.81
2018 2021 - 2022   68,663 311.27 40,486 281.95
2019 2022   28,176 349.15 0 0
Total     347,084 279.07 249,336 251.59

The following movements took place in 2015 and 2014:

MSOP MSPP Total 2015 Total 2014
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 1 274,454 248.26   28,460 245.33   302,914 247.98   263,893 213.39
Granted options 85,131 349.15   12,616 349.15   97,747 349.15   140,395 281.95
Forfeited options 1,111 247.29   15 221.23   1,126 246.95   16,784 249.89
Expired options 0 0   0 0   0 0   0 0
Exercised options 46,263 232.60   6,188 217.77   52,451 230.85   84,590 196.08
Outstanding December 31 312,211 278.09   34,873 287.80   347,084 279.07   302,914 247.98
Exercisable at December 31 41,440 232.93   7,783 228.46   49,223 232.22   30,847 208.06

The 347,084 options outstanding represent 0.9% of the outstanding shares of Geberit AG. In principle, the Group hedges this exposure with treasury shares.

The options outstanding at December 31, 2015 had an exercise price of between CHF 192.85 and CHF 349.15 and an average remaining contractual life of 4.6 years.

Costs resulting from participation plans amounted to MCHF 3.0 in 2015 (PY: MCHF 2.9); those for option plans totaled MCHF 3.0 (PY: MCHF 2.5).

18. Deferred tax assets and liabilities

19. Other non-current liabilities and provisions

20. Contingencies

21. Capital stock and treasury shares

22. Earnings per share

23. Other operating expenses, net

24. Financial result, net

25. Income tax expenses

26. Operative Leasing

27. Research and development cost

28. Cashflow figures

29. Segment reporting

30. Related party transactions

31. Foreign exchange rates

32. Subsequent events

33. Group companies as of December 31, 2015