Integrated
Annual Report 2016

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 2016, employees were able to purchase a defined number of shares at a discount of 35% (PY: 45%) compared to the market price (“Employee share purchase plan 2016”). 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 2016”). For each of these shares, management participants received one option (see part 2: “Option plans”). As part of the “Directors programme 2016”, members of the Board of Directors received their compensation for 2015 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 2016 are summarised below:

  End of
blocking
period
Number of
participants
Number
of shares
issued
Issuing
price CHF
Employee share purchase plan 2016 (ESPP) 2018 2,234 18,661 235.14
Management share purchase plan 2016 (MSPP) 2019 91 8,600 361.75
Directors programme 2016 (DSPP) 2020 6 3,616 361.75
Total     30,877  

The 30,877 shares required for these plans were taken from the stock of treasury shares.

As of December 31, 2016, the Board of Directors, the Group Executive Board and the employees owned a combined total of 353,688 (PY: 357,850) shares, i.e. 1.0% (PY: 0.9%) of the share capital of Geberit AG under these plans.

Option plans

The management has the opportunity to invest part or all of their variable remuneration in shares of Geberit AG 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 programme, a free option is provided for each share purchased through the programme. 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 members of the Group Executive Board and managing directors are entitled to additional options. The options are subject to a vesting period of five years: a third of the options can be exercised three years after the grant, a further third four years after the grant and a further third five 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 (MSPP) resp. ten years (MSOP) after which they expire. They can be exercised between the vesting date and the maturity 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 2016:

  End of vesting period Maturity Number of participants Number of options allocated Exercise price CHF
Management share purchase plan 2016 (MSPP) 2017 - 2020 2023 91 8,600 361.75
Option plan 2016 (MSOP) 2019 - 2021 2026 88 122,619 361.75
Total       131,219  

The fair value of the options granted in 2016 amounted on average to CHF 26.81 (PY: 34.06) for MSPP and CHF 31.42 (PY: 34.06 resp. 33.48 for the members of the Group Executive Board) for MSOP 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 Ø volatility Expected Ø dividend yield Contractual period Risk­free Ø interest rate
  CHF % % Years %
Management share purchase plan 2016 (MSPP) 361.75 17.06 2.33 7 -0.61
Option plan 2016 (MSOP) 361.75 17.43 2.33 10 -0.42
1 The exercise price corresponds to the average price of Geberit shares for the period from 8. – 21.3.2016.

The following table summarises all option plans in place as of December 31, 2016:

End of vesting period Maturity Number of options outstanding Ø exercise
price CHF
Number of
options in
the money
Ø exercise
price CHF
Vested 2017 - 2022 86,867 260.16 86,867 260.16
2017 2020 - 2023 94,138 292.12 94,138 292.12
2018 2021 - 2023 70,845 311.26 70,845 311.26
2019 2022 - 2026 67,393 357.15 67,393 357.15
2020 2023 - 2026 42,811 361.75 42,811 361.75
2021 2026 40,661 361.75 40,661 361.75
Total   402,715 313.91 402,715 313.91

The following movements took place in 2016 and 2015:

  MSOP   MSPP   Total 2016   Total 2015
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 1 312,211 278.09   34,873 287.80   347,084 279.07   302,914 247.98
Granted options 122,619 361.75   8,600 361.75   131,219 361.75   97,747 349.15
Forfeited options 3,248 295.82   21 327.98   3,269 296.03   1,126 246.95
Expired options 0 0   0 0   0 0   0 0
Exercised options 66,744 231.59   5,575 253.10   72,319 233.25   52,451 230.85
Outstanding December 31 364,838 314.35   37,877 309.68   402,715 313.91   347,084 279.07
Exercisable at December 31 75,933 259.10   10,934 267.56   86,867 260.16   49,223 232.22

The 402,715 options outstanding represent 1.1% of the outstanding shares of Geberit AG. In principle, the Group hedges this exposure with treasury shares. The options outstanding at December 31, 2016 had an exercise price of between CHF 192.85 and CHF 361.75 and an average remaining contractual life of 5.8 years. Cost resulting from participation plans amounted to MCHF 2.6 in 2016 (PY: MCHF 3.0); those for option plans totalled MCHF 2.9 (PY: MCHF 3.0).

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. Operating 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, 2016