Annual
Report
2024
Contents
3
Letter to the shareholders
5
Sulzer at a glance
5 Our company
6 Our key figures
8
Business review
9 Financial review
14 Business review divisions
23
Corporate governance
24 Corporate structure and shareholders
25 Capital structure
26 Board of Directors
40 Executive Committee
44 Shareholder participation rights
45 Takeover and defense measures
46 Auditors
47 Risk management
49 Information policy
51
Compensation report
52 Letter to the shareholders
53 Compensation governance and principles
56 Compensation architecture for the CEO and
Executive Committee members
67 Compensation of the Executive Committee for 2024
72 Compensation architecture for the Board of Directors
74 Compensation of the Board of Directors in 2024
77 Auditor’s report
80
Consolidated financial
statements
81 Consolidated income statement
82 Consolidated statement of comprehensive income
83 Consolidated balance sheet
84 Consolidated statement of changes in equity
86 Consolidated statement of cash flows
88 Notes to the consolidated financial statements
173 Auditor’s report
179 Supplementary information
186 Financial statements of
Sulzer Ltd
187 Balance sheet of Sulzer Ltd
188 Income statement of Sulzer Ltd
189 Statement of changes in equity of Sulzer Ltd
190 Notes to the financial statements of Sulzer Ltd
196 Proposal of the Board of Directors for the appropriation
of the available profit
197 Auditor’s report
Equipped with state-of-the-art pump performance testing labs, Sulzer’s Suzhou pump factory in
China offers a complete service offering for all types of pumps regardless of the manufacturer.
Letter to the Shareholders
Sulzer serves essential markets contributing to global economic prosperity and sustainable societies.
Whereas safe, affordable and clean are some of the keywords associated with these markets, we refer
to them as essential, because they help improve and sustain life.
As an increasing percentage of people around the world have thankfully moved into the middle
classes, the markets in which we operate – energy and energy transition, natural resources and the
process industries – also continue to grow. Thus energy efficiency, emissions and pollution reduction,
careful management of natural resources, infrastructure lifecycle expansion, and better quality and
yields enable sustainable growth and improvements in the standard of living.
Adding meaningful value
Sulzer’s products, services and solutions ensure our customers and their customers can produce
more and at better quality. We work hard to support our customers’ goals and ambitions. At the same
time, we diligently strive to make our own systems and processes more effective and efficient.
3
Sulzer Annual Report 2024 – Letter to the shareholders
Reducing internal complexities, redesigning processes and fostering a culture of systematic value
creation are some of the milestones on our path to becoming an even better company. Sulzer
excellence across and throughout our operations is how we describe the many initiatives that we
launched in 2024 and will continue to develop in the coming years."
Reducing internal complexities, redesigning processes and
fostering a culture of systematic value creation are some of the
milestones on our path to becoming an even better company.”
“
Suzanne Thoma
Executive Chair
Continuously improved performance in all divisions
Profitable growth and excellence along the value chain are the pillars of our strategy, the
implementation of which is well underway. In 2024, Sulzer’s order intake grew 10.8% and sales
increased 10.8% – and this on the back of strong growth in 2023. Profitability reached new heights of
12.4%, 130 basis points higher than 2023.
Outlook for 2025 - resiliently positioned
In light of our successful financial year and anticipated ongoing growth performance, we are
proposing a dividend of CHF 4.25 per share to the Annual General Meeting.
As for 2025, we are focused on the path to become a top industrial company that truly creates value.
We will continue to invest in key areas across the company and execute on our excellence and growth
initiatives. Due to the limited visibility of the market developments and the unpredictable timing of
expected large orders, the year-on-year growth of order intake is difficult to forecast, especially on a
quarterly basis. However, we are confident in our strategy and position in essential markets. The
company expects another year of good performance with year-on-year organic growth for order
intake of 2% to 5% and for sales of 5% to 8%. The EBITDA margin is expected to further increase to
above 15% of sales.
Finally, the most important thing: Your support and loyalty, valued stakeholders, are important
cornerstones of our success. I would like to express my sincere thanks for this. I would also like to
take this opportunity to thank our customers, partners and employees around the world for their
ongoing good work and efforts.
Yours sincerely,
Suzanne Thoma
Executive Chair
4
Sulzer Annual Report 2024 – Letter to the shareholders
Serving essential markets
Sulzer serves essential markets, supporting economic prosperity and
sustainability for society. Important global trends make our products, services
and technologies more relevant than ever.
As the world population grows, there is a greater need for products and services, particularly in
emerging industrial markets. In turn, this leads to greater demand for access to energy, more and
cleaner water, and the production of important chemicals for agriculture and industry. This increasing
demand underscores the need to balance a prosperous future with a resilient and sustainable global
society.
Sulzer is well-positioned to offer products, services and technologies to essential markets like energy,
natural resources and process industries to increasingly enable both prosperity and sustainability. Our
three divisions – Flow, Services and Chemtech – serve the same important growing markets that are
ensuring the security and quality of critical goods and services, as well as the transition to a more
sustainable future. Connected through large, global and many small and medium-sized customers,
our divisions enhance their products and technologies, enabling efficiency improvements and circular
economies.
Sulzer is committed to becoming a top industrial company, creating ever more value for shareholders,
customers, employees and society, as an integral contributor to global prosperity and sustainability.
Flow
Services
Chemtech
5
Sulzer Annual Report 2024 – Sulzer at a glance – Our company
Our key figures
Order intake by division
2024
Flow
42%
Services
36%
Chemtech
22%
Order intake by region
2024
Europe, the Middle East and Africa
39%
Americas
37%
Asia-Pacific
24%
Key figures
millions of CHF
2024
2023
Change in
+/–%
+/–%
adjusted 1)
+/–%
organic 2)
Order intake
3’848.6
3’580.3
7.5
10.9
10.8
Order intake gross margin
35.0%
33.9%
Order backlog as of December 31
2’300.0
1’946.8
18.1
Sales
3’530.6
3’281.7
7.6
10.9
10.8
EBIT
382.5
329.7
16.0
EBITDA
502.7
437.9
14.8
Operational profit
436.2
365.6
19.3
24.9
24.7
Operational profitability
12.4%
11.1%
Core net income
307.2
257.9
19.1
Net income
265.4
230.5
15.1
Basic earnings per share (in CHF)
7.73
6.76
14.4
Free cash flow (FCF)
234.9
301.3
–22.1
Net debt as of December 31
100.4
172.3
–41.7
Employees (number of full-time equivalents) as of December 31
13’455
13’130
2.5
1) Adjusted for currency effects.
2) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
6
Sulzer Annual Report 2024 – Sulzer at a glance – Our key figures
Stock market information
2024
2023
2022
2021
2020
Registered share price (in CHF)
– high
145.60
91.70
93.50
143.10
110.50
– low
82.45
71.10
56.10
82.45
40.12
– year-end
131.00
85.90
72.00
89.85
93.10
Market capitalization as of December 31
– number of shares outstanding
33’752’915 33’811’296 33’738’515 33’727’637 33’835’903
– in millions of CHF
4’422
2’904
2’429
3’030
3’150
– in percentage of equity
361%
265%
237%
238%
224%
P/E ratio as of December 31
16.9x
12.7x
85.2x
2.1x
37.8x
Dividend yield as of December 31
3.2%
4.4%
4.9%
3.9%
4.3%
Data per share
CHF
2024
2023
2022
2021
2020
Net income attributable to a shareholder of Sulzer Ltd
7.73
6.76
0.85
41.93
2.46
Change from prior year
14%
700%
–98%
1’603%
–46%
Equity attributable to a shareholder of Sulzer Ltd
36.30
32.40
30.40
37.80
41.50
Ordinary dividend
4.25 1)
3.75
3.50
3.50
4.00
Payout ratio
55%
55%
414%
8%
163%
Average number of shares outstanding
33’855’876 33’884’651 33’825’814 33’788’006 33’970’141
1) Proposal to the Annual General Meeting.
Shareholder structure as of December 31, 2024
Number of shares
Number of shareholders
Shareholding
1–100
4’701
1.0%
101–1’000
5’140
6.6%
1’001–10’000
555
5.7%
10’001–100’000
91
10.6%
More than 100’000
12
76.1%
Total registered shareholders and shares (excluding treasury shares Sulzer Ltd)
10’499
100.0%
7
Sulzer Annual Report 2024 – Sulzer at a glance – Our key figures
Business
review
9 Financial review
14 Business review divisions
14 Flow
17 Services
20 Chemtech
Continuously improved profitability
Note: If not otherwise indicated, changes from the previous year are based on organic figures (adjusted for currency effects, acquisitions / divestitures and
deconsolidations).
Performance continued to improve in all three divisions, with order intake and
sales increasing by 10.8% year-on-year. Operational profitability further
improved by 130 basis points, reaching 12.4%, with all divisions achieving new
heights. Free cash flow totaled CHF 234.9 million, down CHF 66.4 million from
the previous year. The decrease was mainly impacted by higher CAPEX
investments and net working capital requirements to support the backlog
increase of 14.9%.
Continued double-digit growth in orders and sales
Order intake rose by 10.8% compared with 2023, reaching CHF 3’848.6 million. Excluding currency
conversion impacts, order intake would have amounted to CHF 3’969.0 million. The impact from
divestitures, deconsolidations and acquisitions totaled CHF 3.5 million. Order intake gross margin
further increased significantly by 110 basis points to 35.0%, as a result of improved pricing and
execution of our excellence initiatives supported by portfolio optimization.
1
Order intake growth in the Flow division reached 12.3%, driven by large orders in the energy transition
and security markets and rising demand in the “green minerals” and wastewater sectors. The Services
division also experienced continued growth in order intake with a 12.5% increase, particularly in the
Americas and Asia-Pacific. Chemtech’s order intake grew by 5.4% after a double-digit growth the
past two years, supported by a strong performance in both the Mass Transfer Components &
Services business and the System Solutions business.
As of the end of 2024, the order backlog amounted to CHF 2’300.0 million (2023: CHF 1’946.8
million), an increase of 14.9%. Excluding currency conversion impacts, the order backlog would be
CHF 2’236.8 million.
1) Order intake gross margin is defined as the expected gross profit of order intake divided by order intake.
millions of CHF
2024
2023
+/–% organic 1)
Order intake
3’848.6
3’580.3
10.8
Order intake gross margin
35.0%
33.9%
1.1
Order backlog as of December 31
2’300.0
1’946.8
14.9
1) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
Sales increased by 10.8% compared with the previous year reaching CHF 3’530.6 million in 2024.
Excluding currency conversion impacts, sales would be CHF 3’639.4 million. The net effect from
divestitures, deconsolidations and acquisitions amounted to CHF 3.8 million.
The Flow division contributed with strong sales growth of 9.4%. This was mainly driven by the Energy
and Infrastructure business benefiting from a solid order backlog entering the year. For the second
consecutive year, the Services division reported double-digit sales growth, achieving 12.3%, with all
regions contributing. The Chemtech division achieved double-digit sales growth for the third
9
Sulzer Annual Report 2024 – Business review – Financial review
consecutive year, increasing by 10.9%, largely due to the solid execution of large orders from the
backlog.
Sulzer’s continued strong financial performance in 2024 highlights
our strategic position in key markets experiencing favorable
momentum and the impact of our commitment to operational
excellence.”
“
Thomas Zickler
Chief Financial Officer
Sustainable growth in profit margins
Gross profit margin increased to 33.5% (2023: 33.0%), supported by a larger share of high-margin
business and continued impact from operational excellence. Coupled with increased sales volume,
gross profit reached CHF 1’183.2 million (2023: CHF 1’084.6 million). Excluding currency conversion
impacts, the gross profit would be CHF 1’218.8 million.
Operational profitability at 12.4%
Operational profit amounted to CHF 436.2 million compared with CHF 365.6 million in 2023, an
increase of 24.7%. Higher sales volumes and better margins, supported by the execution of
operational excellence initiatives, resulted in operational profitability of 12.4%, 130 basis points higher
than 2023. All divisions successfully increased operational profitability led by Flow and Chemtech.
In the Flow division, operational profitability increased to 9.5% (2023: 8.0%), supported by
manufacturing improvements and structural cost optimization. Services reached 15.0%
in operational profitability as a result of higher sales offset by one-off investments in excellence
initiatives and footprint expansion. Chemtech achieved strong operational profitability of 14.1% (2023:
12.3%) benefiting from the execution of projects with favorable margins and continued focus on
excellence measures.
(2023: 14.8%)
Bridge from operational profit to EBIT
millions of CHF
2024
2023
Change in +/–
Operational profit
436.2
365.6
70.6
Amortization
–38.5
–36.6
–1.9
Impairments on tangible and intangible assets
–4.5
–0.2
–4.3
Restructuring expenses
–3.7
–3.0
–0.7
Non-operational items 1)
–7.0
3.8
–10.8
EBIT
382.5
329.7
52.9
1) Non-operational items include significant acquisition related expenses, gains and losses from the sale or closure of businesses and certain non-operational items that are non-
recurring or do not regularly occur in similar magnitude.
10
Sulzer Annual Report 2024 – Business review – Financial review
Return on sales of 10.8%
EBIT for 2024 increased 21.8% to CHF 382.5 million from CHF 329.7 million in 2023. Excluding
currency conversion impacts, EBIT would be CHF 402.4 million. Return on sales (ROS) grew by
to 10.8%.
80 basis points
Calculation of return on sales (ROS) and operational profitability
millions of CHF
2024
2023
+/–% organic 1)
EBIT
382.5
329.7
21.8
Sales
3’530.6
3’281.7
10.8
Return on sales (ROS)
10.8%
10.0%
0.8
Operational profit
436.2
365.6
24.7
Sales
3’530.6
3’281.7
10.8
Operational profitability
12.4%
11.1%
1.3
1) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
Financial result
Total net financial expenses amounted to CHF 25.2 million compared with CHF 22.2 million in 2023.
Net interest expenses decreased to CHF 9.7 million compared with CHF 11.9 million in 2023 as a
result of higher interest income on defined benefit plans. Fair value changes on financial assets and
liabilities had a negative impact of CHF 12.7 million (2023: CHF +5.1 million). Currency exchange
losses and other financial expenses amounted to CHF 2.8 million (2023: CHF 15.4 million).
Effective tax rate of 24.9%
Income tax expenses increased by 22.5%, reaching CHF 88.2 million in 2024
,
primarily due to higher taxable income. The effective tax rate (ETR) increased to 24.9% in 2024,
compared with 24.2% in 2023, largely because of increased profits in countries with higher taxes.
(2023: CHF 73.8 million)
Higher net income and core net income
Net income increased to CHF 265.4 million compared with CHF 230.5 million in the previous year.
Core net income, excluding the tax-adjusted effects of non-operational items, totaled CHF
307.2 million compared with CHF 257.9 million in 2023. Basic earnings per share increased by
18.8%, reaching CHF 7.73 million in 2024 (2023: CHF 6.76 million).
11
Sulzer Annual Report 2024 – Business review – Financial review
Bridge from net income to core net income
millions of CHF
2024
2023
Change in +/–
Net income
265.4
230.5
34.9
Amortization
38.5
36.6
1.9
Impairments on tangible and intangible assets
4.5
0.2
4.3
Restructuring expenses
3.7
3.0
0.7
Non-operational items 1)
7.0
–3.8
10.8
Tax impact on above items
–11.8
–8.5
–3.3
Core net income
307.2
257.9
49.3
1) Non-operational items include significant acquisition related expenses, gains and losses from the sale or closure of businesses and certain non-operational items that are non-
recurring or do not regularly occur in similar magnitude.
Key balance sheet positions
Note: If not otherwise indicated, balance sheet movements from the previous year are based on nominal figures.
As of December 31, 2024, total assets amounted to CHF 4’714.3 million (2023: CHF 4’369.5 million),
reflecting a year-over-year increase of CHF 344.8 million. Non-current assets increased by CHF
29.6 million to CHF 1’715.5 million, mainly coming from an increase of CHF 51.5 million in property,
plant and equipment and leased assets, together with a goodwill increase of
(CHF
12.6 million related to currency translation and CHF 10.8 million from acquisitions). Current assets
increased by CHF 315.2 million to 2’998.8 million, relating to higher balances in trade accounts
receivables, contract assets, inventories and supplier advances. In addition, cash and cash
equivalents increased by CHF 85.9 million to CHF 1’060.6 million.
CHF 23.5 million
Total liabilities increased by CHF 208.3 million to CHF 3’479.1 million as of December 31, 2024. The
increase was primarily driven by higher accrued liabilities, contract liabilities and trade accounts
payables.
Equity increased by CHF 136.5 million to CHF 1’235.1 million. This was driven by net income (CHF
265.4 million), partly offset by dividend distribution (CHF 127.6 million).
Net debt decreased from CHF 172.3 million in 2023 to CHF 100.4 million in 2024, mainly driven by an
increase in cash and cash equivalents. Net debt to EBITDA improved to 0.20 from 0.39 in 2023 due to
the increase in EBITDA and decrease in net debt.
Free cash flow impacted by CAPEX investments and net
working capital
At CHF 234.9 million (2023: CHF 301.3 million), free cash flow decreased mainly due to higher
requirements on net working capital, driven by higher inventories to support backlog execution and
higher receivables. Additional impacts resulted from CHF 27.9 million higher CAPEX investments
aimed at meeting growing demand and executing operational excellence, as well as increased tax
payments of CHF 30.0 million. All these factors resulted in a CHF 38.4 million decrease in cash flow
from operating activities to CHF 323.8 million (2023: CHF 362.2 million).
12
Sulzer Annual Report 2024 – Business review – Financial review
Bridge from cash flow from operating activities to free cash flow
millions of CHF
2024
2023
Change in +/–
Cash flow from operating activities
323.8
362.2
–38.4
Purchase of intangible assets
–9.7
–6.1
–3.7
Proceeds from the sale of intangible assets
0.0
0.0
–0.0
Purchase of property, plant and equipment
–82.7
–59.5
–23.2
Proceeds from the sale of property, plant and equipment
3.5
4.6
–1.2
Free cash flow (FCF)
234.9
301.3
–66.4
Cash outflow from investing activities totaled CHF 98.2 million compared with CHF 104.8 million in
2023. At CHF 88.9 million, the net cash outflow for purchases and sales of property, plant and
equipment and intangible assets was CHF 28.0 million higher (2023: CHF 61.0 million). In addition,
acquisitions, divestitures and deconsolidation-related outflows amounted to CHF 13.1 million versus
CHF 45.8 million.
Cash outflow from financing activities amounted to CHF 151.6 million compared with
in 2023 when a maturing bond of CHF 290 million was not refinanced. This outflow
primarily consisted of CHF 86.5 million in dividend payments and CHF 33.2 million for the acquisition
of treasury shares.
CHF 448.6 million
Overall, the positive net change in cash since January 1, 2024, amounted to CHF 85.9 million,
including exchange gains on cash and cash equivalents of CHF 11.9 million.
Outlook for 2025
As for 2025, we are focused on the path to become a top industrial company that truly creates value.
We will continue to invest in key areas across the company and execute on our excellence and growth
initiatives. Due to the limited visibility of the market developments and the unpredictable timing of
expected large orders, the year-on-year growth of order intake is difficult to forecast, especially on a
quarterly basis. However, we are confident in our strategy and position in essential markets. The
company expects another year of good performance with year-on-year organic growth for order
intake of 2% to 5% and for sales of 5% to 8%. The EBITDA margin is expected to further increase to
above 15% of sales.
Abbreviations
EBIT: Earnings before interest and taxes
ROS: Return on sales
EBITDA: Earnings before interest, taxes, depreciation, amortization and impairment
FCF: Free cash flow
For the definition of the alternative performance measures, please refer to the “
.”
Supplementary information
13
Sulzer Annual Report 2024 – Business review – Financial review
Continued growth, strong order intake
Note: If not otherwise indicated, changes from the previous year are based on organic figures (adjusted for currency effects, acquisitions / divestitures and
deconsolidations).
The Flow division achieved a strong order intake increase of 12.3% in 2024.
Thanks to rising demand in the wastewater and the “green minerals” sectors,
the Water and Industrial business order intake increased by 10.6%, while order
intake for the Energy and Infrastructure business saw an increase of 14.7%.
Overall sales for the Flow division increased by 9.4% to
.
Operational profitability rose by 150 basis points year-on-year, reflecting an
ongoing focus on commercial and operational excellence, and cost discipline.
CHF 1’444.3 million
Focus on growth and excellence
The Energy and Infrastructure business profited from a good market momentum in the second half of
2024. Sales in the Water and Industrial business continued to grow profitably. The water business
delivered double-digit order intake growth in 2024. The division is also placing greater emphasis on
aftermarket services, expanding beyond spare parts to offer comprehensive lifecycle solutions,
including the servicing of non-Sulzer equipment.
Flow concluded a number of strategic growth investments in 2024, including the expansion of
Sulzer’s plant in Easley, USA, where new assembly lines and testing facilities were installed. Also, the
manufacturing plant near Mexico City has been updated with a state-of-the-art assembly and test
center for vertical turbines.
In 2024, two major projects highlighted the know-how and industry leadership of Flow: in
. Used
in technology leveraging the HISEP® process, it is an enabler of the separation of CO -rich natural
gas from oil at the seabed, resulting in significant energy efficiency gains. Flow was also the chosen
partner for one of the
. With a daily capacity of 7.5
million cubic meters, the New Delta Treatment Plant is using individualized Sulzer technology to treat
wastewater.
collaboration with TechnipFMC, the division developed a new subsea CO pump solution
2
2
world’s largest water treatment projects in Egypt
Flow pump solutions have also been the choice of one of China’s production sites for
. This facility in Shandong will produce more than 500’000 metric tons of SAF per
year. The SAF meets rigorous aviation performance standards and is made from renewable
feedstocks.
Sustainable
Aviation Fuels (SAF)
The Flow division introduced several product innovations in 2024 to expand its range of water
solutions, underscoring its leading position in the water business. It also completed the multi-year
modernization project of its desalination pump portfolio, further optimizing efficiency.
14
Sulzer Annual Report 2024 – Business review – Flow
Key figures for Flow
millions of CHF
2024
2023
Change in +/–%
+/–% adjusted 1)
+/–% organic 2)
Order intake
1’603.3
1’466.5
9.3
12.4
12.3
Order intake gross margin
31.3%
30.2%
Order backlog as of December 31
1’053.5
878.3
20.0
Sales
1’444.3
1’354.4
6.6
9.7
9.4
EBIT
111.8
74.1
50.9
EBITDA
169.6
128.4
32.1
Operational profit
137.4
108.2
27.0
32.2
31.4
Operational profitability
9.5%
8.0%
Employees (number of full-time equivalents) as of
December 31
5’492
5’465
0.5
1) Adjusted for currency effects.
2) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
Continued strong order intake
After a strong order intake in 2023, the Flow division once again demonstrated continued strong
growth, with a 12.3% increase in order intake in 2024. This was supported by large one-time orders in
Energy and Infrastructure and a number of larger orders in Water and Industrial.
Order intake by market segment
2024
Water and Industrial
57%
Energy and Infrastructure
43%
Order intake by region
2024
Europe, the Middle East and Africa
49%
Americas
33%
Asia-Pacific
18%
Improved profitability
All business units contributed to the overall strong sales growth (+9.4%) of the Flow division.
Operational profitability increased by 150 basis points from 8.0% to 9.5%, mainly driven by an
increased focus on disciplined control of operational expenditures and improved commercial and
operational excellence. By merging the two business units of Water and Industry, further
improvements in profitability were achieved.
15
Sulzer Annual Report 2024 – Business review – Flow
Safety performance in 2024
Flow’s accident frequency rate (AFR) increased from a multi-year low of 0.95 cases per million
working hours in 2023 to 1.4 in 2024. This is above the target of 1.0 cases per million working hours,
and concerted efforts will be undertaken in 2025 to decrease the division’s AFR through strengthened
safety measures and communications. The division’s accident severity rate (ASR) also increased to
29.5 lost days per million working hours, up from 16.9 the previous year.
In 2024, Sulzer continued to reinforce its commitment to workplace safety through its “Stop Work for
Safety” campaign across the three divisions. Aimed at improving risk assessments and promoting
work interventions where unsafe practices are observed, the 2024 campaign targeted the critical area
of mechanical handling. Sulzer further prioritized its company-wide accident investigation capabilities,
conducting comprehensive Accident Investigation Trainings, incorporating principles from the Human
and Organizational Performance (HOP) and Learning from Normal Work concepts. These training
efforts will continue throughout 2025, with a focus on equipping Sulzer's global ESH management
teams with the skills and insights needed to identify root causes, understand human error traps and
implement effective corrective actions.
Abbreviations
EBIT: Earnings before interest and taxes
EBITDA: Earnings before interest, taxes, depreciation, amortization and impairment
For the definition of the alternative performance measures, please refer to “
.”
Supplementary information
16
Sulzer Annual Report 2024 – Business review – Flow
Double-digit growth
Note: If not otherwise indicated, changes from the previous year are based on organic figures (adjusted for currency effects, acquisitions and divestitures /
deconsolidations).
The Services division experienced strong demand in all regions, driven by the
Americas and Asia, resulting in an increase in order intake of 12.5% (2023:
19.8%). Following record growth performance in 2023, the division achieved
another year of double-digit growth in sales, up to 12.3% (2023: 14.5%).
Operational profitability increased only slightly to a high 15.0% (2023: 14.8%),
due to the division’s investment in future growth and excellence initiatives.
Multi-product focus and regional expertise
In 2024, the Services division expanded its global footprint with new service facilities in India,
Thailand, Malaysia, and Kuwait, while further strengthening its presence in North America through the
acquisition of Texas Electrical Equipment Company (TEECO). It also continued meeting increasing
customer demand for energy efficiency, technical upgrades and on-site improvements with its
expanding portfolio of products and solutions.
The division provides a multi-faceted approach for high-value solutions across Turbomachinery,
Electromechanical and Pump equipment, reinforcing its leadership in industrial services and long-term
value creation. In 2024, Sulzer Services signed a five-year service agreement with
, underscoring its commitment to energy efficiency and operational
excellence while contributing to Indonesia’s energy transition and security goals.
PT Pertamina
Geothermal Energy Tbk (PGE)
Services has been continuously developing advanced additive manufacturing technology to improve
operational efficiencies, enabling reproduction of parts and components that may otherwise be
unavailable or irreparable. In 2024, the division enhanced pump efficiency at a nuclear facility for a
multinational electric utility company in Europe. This innovative approach reduced component
production time by 75%, allowing for faster repairs and minimizing downtime. At the same time, the
enhanced design extended the component’s lifetime by 33%, reducing the need for frequent
replacements and supporting long-term reliability.
The division’s comprehensive multi-product portfolio is also serving growing demand for broad
industrial service capabilities. Services was initially awarded a large power generation steam turbine
repair, paving the way for the customer to entrust Sulzer with a significant generator service project.
By handling both critical repairs under a single vendor, the customer’s downtime was held to a
minimum and accelerated their return to full operations.
As the division reinforces its leadership by providing long-term value creation, it has also benefitted
from market trends in energy efficiency and carbon neutrality giving rise to higher demand for
technical upgrades and improvements at customers’ sites.
17
Sulzer Annual Report 2024 – Business review – Services
Key figures Services
millions of CHF
2024
2023
Change in +/–%
+/–% adjusted 1)
+/–% organic 2)
Order intake
1’378.3
1’271.3
8.4
12.8
12.5
Order intake gross margin
39.0%
38.7%
Order backlog as of December 31
689.7
547.3
26.0
Sales
1’249.1
1’154.8
8.2
12.4
12.3
EBIT
171.5
179.6
–4.5
EBITDA
209.6
210.6
–0.5
Operational profit
186.7
171.3
9.0
15.2
15.1
Operational profitability
15.0%
14.8%
Employees (number of full-time equivalents) as of
December 31
4’832
4’630
4.4
1) Adjusted for currency effects.
2) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
Strong order intake growth across product lines
In 2024, all product lines recorded strong growth across regions, driving overall division growth of
12.5%. As a result of strong demand, the Americas and Asia-Pacific achieved double digit increases
of 15.8% and 14.1%, respectively, closely followed by Europe, the Middle East and Africa (EMEA)
which achieved 8.0% growth with a strengthened position in the market.
Order intake by market segment
2024
Pump Services
53%
Turbo Services
31%
Electromechanical Services
16%
Order intake by region
2024
Americas
51%
Europe, the Middle East and Africa
36%
Asia-Pacific
13%
Improved operating margins
Sales grew to CHF 1’249.1 million in 2024 (up by 12.3%), driven by contributions from all regions.
Retrofits and upgrades in the Pumps Services business played a pivotal role in this growth.
Profitability rose marginally by 20 basis points to reach 15.0% as a result of investments in excellence
initiatives and footprint expansion.
18
Sulzer Annual Report 2024 – Business review – Services
New division president
Ravin Pillay-Ramsamy was appointed President of the Services division and became a member of the
Sulzer Executive Committee on October 1, 2024. With over nine years at Sulzer, Ravin Pillay-
Ramsamy has held various leadership roles with increasing responsibilities across the globe. For more
information, read his full biography in the
chapter of the Corporate Governance
report.
Executive Committee
Safety performance in 2024
Sulzer Services’ accident frequency rate (AFR) was even lower in 2024 than in 2023 – with
per million working hours (2023: 0.9), half the industry standard of 1.0. The accident severity rate
(ASR) also improved significantly to 6.6 lost days per million working hours (2023: 19.0). Building on
the success of its “Stop Work for Safety” campaign, the division strengthened its proactive safety
culture through a range of initiatives, including comprehensive training of ESH teams with a focus on
root cause analysis and human error prevention. This initiative yielded remarkable results, with over
1’800 potential incidents prevented during the year.
0.4 cases
In 2024, Sulzer continued to reinforce its commitment to workplace safety through its “Stop Work for
Safety” campaign across the three divisions. Aimed at improving risk assessments and promoting
work interventions where unsafe practices are observed, the 2024 campaign targeted the critical area
of mechanical handling. Sulzer further prioritized its company-wide accident investigation capabilities,
conducting comprehensive Accident Investigation Trainings, incorporating principles from the Human
and Organizational Performance (HOP) and Learning from Normal Work concepts. These training
efforts will continue throughout 2025, with a focus on equipping Sulzer’s global ESH management
teams with the skills and insights needed to identify root causes, understand human error traps and
implement effective corrective actions.
Abbreviations
EBIT: Earnings before interest and taxes
EBITDA: Earnings before interest, taxes, depreciation, amortization and impairment
For the definition of the alternative performance measures, please refer to “
.”
Supplementary information
19
Sulzer Annual Report 2024 – Business review – Services
Strong results with increased profitability
Note: If not otherwise indicated, changes from the previous year are based on organic figures (adjusted for currency effects, acquisitions / divestitures and
deconsolidations).
Order intake for the Chemtech division increased by 5.4%, with solid demand in
EMEA. Driven by its innovative offering in biopolymers and carbon capture, the
division achieved strong growth in sales of 10.9% on the back of
an exceptionally strong year (2023: 15.5%). Operational profitability rose by 180
basis points year-on-year to a new high of 14.1% (2023: 12.3%).
Unique position with market-leading technologies
The Chemtech division is pioneering the markets with products and services that enable customers to
work on their energy efficiency and process performance at the same time. The launch of the
signature product
marked another milestone in Chemtech’s history. The structured
packing product significantly boosts the efficiency and capacity of distillation columns used in
process industries to maximize performance while minimizing energy consumption. Another example
of continuous innovation is
, the division’s new electrified distillation solution that improves
the efficiency of traditional, energy-intensive steam boilers.
MellapakEvo™
VoltaSplit™
Chemtech continues to invest in research and development (R&D) to drive technical innovation and
maintain its market leadership. As the global leader in separation and mixing technologies, the
division’s mass transfer equipment has been capturing hundreds of thousands of tonnes of carbon
dioxide (CO ) emissions per year at the world’s first large-scale, coal-fueled power plant to use CCUS
technology. Based in Saskatchewan, Canada, the plant celebrated its 10th anniversary in 2024,
effectively demonstrating long-term capacity at scale. Also in 2024, the division customized a solution
to support the
2
decarbonization of a leading chemical manufacturer in Japan.
Early in 2024, Chemtech’s cutting-edge lactic acid to polylactic acid (PLA) technology was selected
by
for India’s first bioplastics plant. It was again selected in
December, this time by
, to help build an upcoming PLA production plant in the
United Arab Emirates that projects a first production line of 80’000 tonnes per annum. With a total
production capacity of 160’000 tonnes per annum in the next phase, it will be the largest PLA
production facility once completed. In addition, Chemtech celebrated the opening of a new service
center for Mass Transfer Components and Services in Essen, Germany, in 2024. The new facility
provides components and services to ensure quick turnaround time to our clients in the region’s
chemical and process industries.
Balrampur Chini Mills Limited (BCML)
Emirates Biotech
20
Sulzer Annual Report 2024 – Business review – Chemtech
Key figures Chemtech
millions of CHF
2024
2023
Change in +/–%
+/–% adjusted 1)
+/–% organic 2)
Order intake
866.9
842.5
2.9
5.2
5.4
Order intake gross margin
35.8%
33.2%
Order backlog as of December 31
556.8
521.2
6.8
Sales
837.1
772.5
8.4
10.8
10.9
EBIT
110.9
84.9
30.6
EBITDA
131.6
104.6
25.8
Operational profit
118.0
95.0
24.2
28.9
29.0
Operational profitability
14.1%
12.3%
Employees (number of full-time equivalents) as of
December 31
2’934
2’849
3.0
1) Adjusted for currency effects.
2) Adjusted for acquisition, divestiture / deconsolidation and currency effects.
Solid order intake
The Chemtech division demonstrated solid growth in order intake, increasing 5.4% in 2024 (compared
to 10.5% in 2023). The increase was driven by the division’s innovative offering in biopolymers and
carbon capture as well as the growth of the core business.
Order intake by market segment
2024
Mass Transfer Components & Services
65%
System Solutions
35%
Order intake by region
2024
Asia-Pacific
49%
Americas
24%
Europe, the Middle East and Africa
27%
Rising sales and profitability
As for Sales, the results show double-digit growth of 10.9%, driven by a good performance of all units
of Chemtech’s business. Profitability rose by 180 basis points to a new high of 14.1%.
21
Sulzer Annual Report 2024 – Business review – Chemtech
New division president
Tim Schulten assumed leadership of the Chemtech division as its new Division President on October
1, 2024. Having joined the Sulzer Executive Committee as Division President Services in 2022 and
served as the Group Head for Marketing, Strategy and Digital prior to that, Tim Schulten brings broad
company knowledge and extensive experience to his new role. For more information, read his full
biography in the
chapter of the Corporate Governance report.
Executive Committee
Safety performance in 2024
Chemtech’s accident frequency rate (AFR) increased from an all-time low of 0.34 cases per million
working hours in 2023 to 1.5 in 2024. This is above the target of 1.0 cases per million working hours,
and concerted efforts will be undertaken in 2025 to decrease the division’s AFR through strengthened
safety measures and communications. The division’s accident severity rate (ASR) also increased to
21.3 lost days per million working hours, up from 3.2 the previous year.
In 2024, Sulzer continued to reinforce its commitment to workplace safety through its “Stop Work for
Safety” campaign across the three divisions. Aimed at improving risk assessments and promoting
work interventions where unsafe practices are observed, the 2024 campaign targeted the critical area
of mechanical handling. Sulzer further prioritized its company-wide accident investigation capabilities,
conducting comprehensive Accident Investigation Trainings, incorporating principles from the Human
and Organizational Performance (HOP) and Learning from Normal Work concepts. These training
efforts will continue throughout 2025, with a focus on equipping Sulzer’s global ESH management
teams with the skills and insights needed to identify root causes, understand human error traps and
implement effective corrective actions.
Abbreviations
EBIT: Earnings before interest and taxes
EBITDA: Earnings before interest, taxes, depreciation, amortization and impairment
For the definition of the alternative performance measures, please refer to “
.”
Supplementary information
22
Sulzer Annual Report 2024 – Business review – Chemtech
Corporate
governance
24 Corporate structure and shareholders
25 Capital structure
26 Board of Directors
40 Executive Committee
44 Shareholder participation rights
45 Takeover and defense measures
46 Auditors
47 Risk management
49 Information policy
Corporate structure and shareholders
Sulzer is subject to Swiss corporate and stock exchange laws and applies the
Swiss Code of Best Practice for Corporate Governance.
Sulzer Ltd (the company) is subject to the laws of Switzerland, in particular Swiss corporate and stock
exchange laws. The company also applies the Swiss Code of Best Practice for Corporate
Governance. The information in the following sections is set out in the order defined by the SIX Swiss
Exchange Directive on Information relating to Corporate Governance (DCG), with subsections
summarized as far as possible. Sulzer’s consolidated financial statements comply with IFRS
Accounting Standards, and in certain sections, readers are referred to the financial reporting section
of the Sulzer Annual Report 2024. Sulzer reports the compensation of the Board of Directors and the
Executive Committee in the
. Unless otherwise indicated, the following
information refers to the situation on December 31, 2024. Further information on corporate
governance is published at
.
compensation report
www.sulzer.com/governance
Corporate structure
The company’s business is managed on a divisional basis, and the organizational Group structure
corresponds to these reporting segments, which consist of the Flow division, the Services division
and the Chemtech division. The operational corporate structure is shown under
to the
consolidated financial statements in the financial reporting section. Sulzer Ltd is the only Group
company listed on a stock exchange. It is based in Winterthur, Switzerland. Its shares are listed and
traded on the SIX Swiss Exchange in Zurich (Securities No. 3838891/ISIN CH0038388911). On
December 31, 2024, the market capitalization of all issued shares of Sulzer Ltd was
. Information on the subsidiaries included in the consolidation can be found
under
to the consolidated financial statements. The list comprises all consolidated direct
subsidiaries of Sulzer Ltd as well as all further consolidated subsidiaries.
note 2
CHF 4’488’370’470.00
note 35
Significant shareholders
According to notifications of the company’s shareholders, two shareholders held more than 3% of
Sulzer Ltd’s share capital on December 31, 2024. As published on the SIX disclosure platform on May
29, 2018, Tiwel Holding AG held 48.82% of the company’s shares. The beneficial owner of these
shares is Viktor Vekselberg. Furthermore, UBS Fund Management (Switzerland) AG announced a
stake of 3.431% as published on the SIX disclosure platform on May 7, 2024. For information on
shareholders of Sulzer Ltd that have reported shareholdings of over 3% or a reduction of
shareholdings below 3%, please refer to the website of the Disclosure Office of
.
For the positions held by the company and information on shareholders, see
to the
consolidated financial statements. There are no cross-shareholdings where the capital or voting
stakes on either side exceed the threshold of 5%. For information on transactions with related parties,
see
to the consolidated financial statements.
SIX Swiss Exchange
note 23
note 31
24
Sulzer Annual Report 2024 – Corporate governance – Corporate structure and shareholders
Capital structure
Share capital
The fully paid-up share capital of Sulzer Ltd amounts to CHF 342’623.70 and is divided into
34’262’370 registered shares with a par value of CHF 0.01 per share. The shares are issued in the
form of uncertificated securities within the meaning of art. 973c of the Swiss Code of Obligations (CO)
and are held as intermediated securities within the meaning of the Swiss Federal Act on Intermediated
Securities of October 3, 2008. Each registered share entitles the holder to one vote at the
Shareholders’ Meeting and all shares have equal dividend rights. The company’s
provide for the possibility of a share capital increase in a maximum amount of
CHF 17’000 through the issuance of up to 1’700’000 registered shares with a par value of CHF 0.01
per share (corresponding to 4.96% of the current share capital) through the voluntary or mandatory
exercise of certain conversion, option or similar rights for the subscription of shares granted to
shareholders or third parties in connection with bonds, loans or other financial market instruments of
Sulzer Ltd or any of the subsidiaries controlled by it (for more details, see § 3a of the Articles of
Association). The introduction of this conditional capital was approved by Sulzer Ltd’s shareholders at
the AGM on April 14, 2021. There is no capital band, nor are there any participation or dividend
certificates.
Articles of
Association
Restrictions on transferability and nominee registrations
The company’s shares are freely transferable provided that, when requested by the company to do
so, buyers declare that they have purchased and will hold the shares in their own name and for their
own account; that there is no agreement on the redemption of the relevant shares; and that they bear
the economic risk associated with the shares. Nominees shall only be entered in the share register
with the right to vote if they meet the following conditions: The nominee is subject to the supervision
of a recognized banking and financial market regulator; the nominee has entered into a written
agreement with the Board of Directors concerning its status; the share capital held by the nominee
does not exceed 3% of the registered share capital entered in the commercial register; and the
names, addresses and number of shares of those individuals for whose accounts the nominee holds
at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond
these limits, to enter shares of nominees with voting rights in the share register if the above-
mentioned conditions are not met (see also § 6a of the
). No exceptions were
granted in the reporting year. Other than these restrictions on nominee voting, there are no transfer
restrictions and no privileges under the Articles of Association. A removal or amendment of the
nominee voting restrictions requires a shareholders’ resolution with a majority of at least two-thirds of
the votes represented.
Articles of Association
Convertible bonds and options
No convertible bonds or warrants are currently outstanding. Details of the restricted share units
(RSUs) issued to the members of the Board of Directors, as well as performance share units (PSUs)
and RSUs issued to the members of the Executive Committee, are set out under
to the
consolidated financial statements and under
to the financial statements of Sulzer Ltd.
note 30
note 12
25
Sulzer Annual Report 2024 – Corporate governance – Capital structure
Board of Directors
Members of the Board of Directors are elected individually for a term until the
end of the next AGM. At the AGM of April 16, 2024, all members of the Board
were re-elected. Furthermore, Suzanne Thoma was re-elected as Chair of the
Board of Directors. The Board consists of seven members. Except for Suzanne
Thoma, who was also appointed the company’s CEO as of November 1, 2022,
and became the Executive Chair, none of the members of the Board of Directors
has ever held an executive position at Sulzer.
Apart from Executive Chair Suzanne Thoma, all members of the Board of Directors are non-executive.
None of the non-executive members of the Board of Directors have ever belonged to the
management of a Sulzer company or to the Executive Committee, nor do any significant business
relationships exist between members of the Board of Directors and Sulzer Ltd or any subsidiary of
Sulzer Ltd.
Elections and terms of office
The Articles of Association stipulate that the Board of Directors of Sulzer Ltd shall comprise five to
nine members. Each member is elected individually. The term of office for members of the Board of
Directors lasts until the next AGM. At the AGM of April 16, 2024, seven Board members were re-
elected to the Board of Directors. The Board consists of seven members: one from Cyprus / Israel,
one from Norway, one from Austria, one from Germany, one from France / Switzerland and two from
Switzerland. Professional expertise and international experience played a key role in the selection of
the members. The members of the Board of Directors and their CVs can be viewed below. Details of
the former members of the Board of Directors can be found in the Corporate Governance chapter of
the company’s
.
Annual Report 2023
According to the Board of Directors and Organization Regulations, no Board member may serve for
more than twelve consecutive terms of office. In exceptional circumstances, the Board can extend
this limit.
Internal organization
The Board of Directors constitutes itself, except for the Chair of the Board of Directors who is elected
by the Shareholders’ Meeting. The Board of Directors appoints from among its members the Vice-
Chair of the Board of Directors, the Lead Independent Director and the members and the chairs of the
board committees, except for the members of the Remuneration Committee, who are elected by the
Shareholders’ Meeting. There are currently five standing board committees (for their constitution, see
below):
The Audit Committee (AC)
The Governance Committee (GC)
The Nomination Committee (NC)
The Remuneration Committee (RC)
The Strategy and Sustainability Committee (SSC)
26
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
The
and the relevant Committee Regulations, which
are published under
(see “Regulations”), define the division of responsibilities
between the Board of Directors and the Executive Committee. They also define the authorities and
responsibilities of the Chair of the Board of Directors and of the five standing board committees.
Board of Directors and Organization Regulations
corporate governance
Executive Chair and Lead Independent Director
The Board of Directors appointed its Chair, Suzanne Thoma, as Executive Chair of Sulzer as of
November 1, 2022. In this role, she assumed operational management of the company and also took
over the responsibilities of the CEO.
Following the 2023 AGM, Markus Kammüller was appointed as Lead Independent Director. The Lead
Independent Director ensures, on behalf of the Board of Directors, that the rules of good corporate
governance are adhered to in the decision-making of the Board. In this context, the Lead Independent
Director may call for and chair meetings of the non-executive Board members whenever required. He
also acts as a point of contact for members of the Board to discuss matters regarding the company’s
corporate governance that they would like to raise in the absence of the Executive Chair.
The Board of Directors and its committees
27
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
CVs of members of the Board of Directors
Dr. Suzanne Thoma
Executive Chair
Chair of the Strategy and Sustainability Committee
Member of the Nomination Committee
Educational background
Ph.D. in Technical Sciences, ETH Zurich, Switzerland
Master of Science in Chemical Engineering, ETH Zurich, Switzerland
Bachelor of Business Administration, Graduate School of Business
Administration (GSBA), Zurich, Switzerland
Other listed company mandates
None
Other activities and vested interests
Non-executive member of the Board of Directors, Beckers Group, Germany
Non-executive member of the Board of Directors, BayWa r.e., Germany
Vice-Chair of the Board of Trustees, Avenir Suisse Foundation, Switzerland
Member of the Board of Trustees of the ETH Foundation, Switzerland
Member of the Executive Board, Swissmem Association, Switzerland
Professional background
Suzanne Thoma (Swiss) was elected as a member of Sulzer Ltd’s Board of Directors in 2021 and as Chair in 2022.
In addition, she was appointed Executive Chair of Sulzer Ltd as of November 1, 2022. Before joining Sulzer,
Suzanne Thoma served as CEO at the international Energy, Engineering and Service company BKW AG in Bern,
Switzerland, from 2013 to 2022. Prior to her appointment as CEO of BKW, she was a member of BKW’s Group
Executive Committee, responsible for the Networks division. Before that, she was Head of the Automotive
business for the WICOR Group in Rapperswil-Jona, Switzerland, and CEO of Rolic Technologies Ltd., Allschwil,
Switzerland. Earlier in her career, Suzanne Thoma held various management roles in a number of countries at Ciba
Specialty Chemicals Ltd. (now BASF).
Markus Kammüller
Vice-Chair of the Board
Lead Independent Director
Chair of the Governance Committee
Member of the Remuneration Committee
Member of the Audit Committee
Educational background
Degree in Business Administration, University of Applied Sciences, Lucerne,
Switzerland
Other listed company mandates
None
Other activities and vested interests
None
Professional background
Markus Kammüller (Swiss) was elected as a member of Sulzer Ltd’s Board of Directors in 2022 and was appointed
Lead Independent Director in 2023. Mr. Kammüller has more than 40 years of experience in various industries and
professional services through which he developed a reputation as a strong leader for organizational and
technological change across different cultures. He is the Founder and Owner of ExecDelta GmbH, a company
specializing in transformation and change-management consulting. Prior to establishing his own business in 2019,
28
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
he held the position of Global Head of Transformation at BDO International, Brussels (2016 to 2019). Before that,
he was a Partner at PwC in the role of EMEA Chief Operating Officer and Global Change Management Leader
(2006 to 2016). He also held various managerial positions at IBM Switzerland (2002 to 2006) and PwC Consulting
(1996 to 2002), where he was a Partner and acted as Senior Advisor for large listed international corporations.
From 1985 to 1996 he held various roles in finance, treasury and risk management at Dow Chemical. From 1978 to
1982 he worked in the credit department of Swiss Volksbank.
David Metzger
Member of the Board
Member of the Audit Committee
Member of the Strategy and Sustainability Committee
Educational background
MBA, INSEAD, Fontainebleau, France
Master of Finance (lic. oec. publ.), University of Zurich, Switzerland
Other listed company mandates
Non-executive member of the Board of Directors, Swiss Steel Holding AG,
Switzerland
Non-executive member of the Board of Directors, medmix AG, Switzerland
Other activities and vested interests
None
Professional background
David Metzger (Swiss / French) was elected as a member of Sulzer Ltd’s Board of Directors in 2021. He is an
experienced investment professional serving a range of international companies in the areas of investment, M&A
and portfolio strategy. David Metzger is currently with Liwet Holding AG. Previously, he was Investment Director at
the renewable energy fund Good Energies AG (now Bregal Energy, part of COFRA Holding, 2007 to 2011), Senior
Manager at Bain & Company (2000 to 2007) and has also worked at Novartis and Morgan Stanley. David Metzger
was also a member of the Board of Directors of publicly listed OC Oerlikon from 2016 to 2021, from Italian tech
company Octo Telematics SpA from 2014 to (early) 2023, and from Norwegian Solar Energy Company Norsun
from 2008 to 2009.
Alexey Moskov
Member of the Board
Member of the Remuneration Committee
Educational background
Master’s degree in Software Engineering / Developing, Moscow State University
of Railway Engineering, Russia
Other listed company mandates
Non-executive member of the Board of Directors, OC Oerlikon Corporation AG,
Switzerland
Other activities and vested interests
None
Professional background
Alexey Moskov (Cypriot / Israeli) was elected as a member of Sulzer Ltd’s Board of Directors in 2020. Since 2022,
he has been the President of the Board of Directors of Liwet Holding AG in Zurich, Switzerland. He is also a
member of the Board of Directors of Witel AG in Zurich, Switzerland. Since 2021, he has been the CEO of A2-Link
AG, a private investment company in Zurich, Switzerland. He has been a member of the Board of Directors of OC
Oerlikon since 2016. From 2019 to 2020, Alexey Moskov was a member of the Board of Directors of
29
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
SCHMOLZ+BICKENBACH AG (now Swiss Steel Holding AG). From 2004 to 2022, he served as Chief Operating
Officer and later as the Executive Chairman of Witel AG. Previously, he served as Vice-President and member of
the Executive Board at Tyumen Oil company (TNK-BP), Russia.
Dr. Prisca Havranek-Kosicek
Member of the Board
Chair of the Audit Committee
Member of the Nomination Committee
Member of the Governance Committee
Educational background
Ph.D. in Business Administration, Vienna University of Economics and
Business, Austria
Master of Business Administration, Vienna University of Economics and
Business, Austria
Other listed company mandates
CFO, Jenoptik AG, Germany
Other activities and vested interests
None
Professional background
Prisca Havranek-Kosicek (Austrian) was elected as a member of Sulzer Ltd’s Board of Directors in 2023. She has
more than 20 years of experience in the finance sector, focusing on finance management in large international
companies. She has been the CFO of Jenoptik AG since April 2023. Until June 2023, she was a member of the
Supervisory Board and member of the Audit Committee for Allianz-Elementar Versicherungs-AG, Austria. In 2021
she co-founded Arcadia eFuels, a start-up supporting decarbonization of the aviation industry. In 2019, she joined
the industrial goods manufacturer Nilfisk A/S, which she left in 2021 after completing the restructuring. From 2018
to 2019, Prisca Havranek-Kosicek was CFO of Novozymes A/S in Denmark, a listed biotech company. There she
was instrumental in repositioning the company’s portfolio towards stronger, performance-driven growth. Between
2016 and 2018, Prisca Havranek-Kosicek served as CFO at Kuoni Group in Switzerland. From 2011 to 2016, she
worked at the life science company Royal DSM as CFO for the pharma contract manufacturing division in the U.S.,
as well as the Group Treasurer. She held various positions in leading strategy consulting and M&A assignments,
Investor Relations and Finance Planning before that.
Dr. Hariolf Kottmann
Member of the Board
Chair of the Remuneration Committee
Member of the Strategy and Sustainability Committee
Member of the Governance Committee
Educational background
Ph.D. in Chemistry, University of Stuttgart, Germany
Other listed company mandates
None
Other activities and vested interests
Member of the Supervisory Board, Plansee Holding, Austria
Professional background
Hariolf Kottmann (German) was elected as a member of Sulzer Ltd’s Board of Directors in 2023, bringing broad
leadership experience in the roles of CEO and Chairman. As CEO of Clariant International Ltd. (Clariant) from 2008
through 2018, he led the company through highly demanding restructuring phases. Following that, he served as
30
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Executive President and later as Chairman of the Board of Directors at Clariant from 2019 until 2021. Before joining
Clariant, Hariolf Kottmann was a member of the Executive Committee at SGL Carbon AG (Wiesbaden, Germany)
from 2001 to 2008. At SGL Carbon, he held responsibilities for Asia, Eastern Europe, Technology & Innovation, the
Graphite Specialties as well as the Carbon Fibers and Composites businesses. From 1997 to 2001, he ran various
businesses as a member of the Executive Committee at Celanese Chemicals Ltd at Summit (NJ), Dallas (TX), USA
and Singapore. After completing his Ph.D. in Chemistry at the University of Stuttgart, Hariolf Kottmann began his
career at Hoechst AG, (Frankfurt, Germany) in 1985, where he held several positions of increasing seniority in R&D,
technology and production, marketing, finance and corporate functions.
Per Utnegaard
Member of the Board
Chair of the Nomination Committee
Member of the Strategy and Sustainability Committee
Educational background
Bachelor of Science, Business Administration and Marketing, Northern
Michigan University, Marquette, USA
Other listed company mandates
Non-executive member of the Board of Directors, Executive Committee and
Risk Management Committee, Saudi Ground Services, Saudi Arabia
Other activities and vested interests
Non-executive Director, Alvest Holding, France
Professional background
Per Utnegaard (Norwegian) was elected as a member of Sulzer Ltd’s Board of Directors in 2023. He has over 30
years of experience in strategic management consulting and 20 years of experience as a board member of publicly
listed companies. Per Utnegaard has held several international leadership positions in logistics and transportation.
Since 2016 he has been focusing on board of director roles in companies such as Alvest (Paris) and Saudi Ground
Services (Jeddah). From 2015 to 2016 he served as CEO and Chairman of the Executive Board for Bilfinger SE. He
ran Swissport International as CEO and President from 2007 to 2015, where he gained in-depth services
experience on a global scale. Before that (2002 to 2005), Per Utnegaard was in charge of the Wholesale division of
the pharma and beauty group Alliance Boots Plc. Additionally, he is an acting senior advisor for several stock-
listed private equity companies.
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Operating principles of the Board of Directors and its
committees
All decisions are made by the full Board of Directors. For each application, written documentation is
distributed to the members of the Board of Directors prior to the meeting. The Board of Directors and
the committees meet as often as required by the circumstances. The Board of Directors meets at
least five times per year; the Audit Committee, the Remuneration Committee, the Nomination
Committee, and the Strategy and Sustainability Committee meet at least twice per year and the
Governance Committee meets at least once a year. In 2024, the Board held eight ordinary meetings
and one extraordinary meeting, lasting an average of two and a half hours. The Board held physical,
virtual and hybrid meetings, with participants joining in person whenever possible. For further details,
see the table below. The CFO and the Group General Counsel or the Secretary of the Board of
Directors also generally attend the Board meetings in an advisory role. Other members of the
Executive Committee are invited to attend Board meetings as required to discuss the midterm
planning, the strategy and the budget, as well as division-specific items (such as large investments
and acquisitions). In exceptional cases, external consultants (e.g., legal advisors, management
consultants or executive compensation experts) are also invited for the presentation or discussion of
specific agenda items in meetings of the Board of Directors or any of its committees.
The committees do not make any decisions, but rather review and discuss the matters assigned to
them and submit the required proposals to the full Board of Directors for a decision. At the next full
Board meeting following the committee meeting, the chairs of the committees report to the full Board
of Directors on all matters discussed, including key findings, opinions and recommendations.
Board of Directors
Attending meetings of the
Name
Nationality
Position
Entry
Elected
until
Board
AC
NC
SSC
RC
GC
Suzanne Thoma
Switzerland
Chair of the Board,
Chair SSC, member
NC
April 2021
2024
9
-
5
3
-
-
Markus Kammüller
Switzerland
Vice-Chair of the
Board, Lead
Independent
Director, Chair GC,
member RC,
member AC
April 2022
2024
9
5
-
-
4
1
David Metzger
Switzerland /
France
Member AC,
member SSC
April 2021
2024
8
5
-
3
-
-
Alexey Moskov
Cyprus / Israel
Member RC
April 2020
2024
8
-
-
-
3
-
Prisca Havranek-
Kosicek
Austria
Chair AC, member
NC, member GC
April 2023
2024
9
5
5
-
-
1
Per Utnegaard
Norway
Chair NC, member
SSC
April 2023
2024
9
-
5
3
-
-
Hariolf Kottmann
Germany
Chair RC, member
SSC, member GC
April 2023
2024
9
-
-
3
4
1
AC = Audit Committee; NC = Nomination Committee; SSC = Strategy and Sustainability Committee; RC = Remuneration Committee; GC = Governance Committee
32
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Additional mandates of members of the Board of Directors
outside the Sulzer Group
According to Sulzer’s
, the maximum number of additional mandates held by
members of the Board of Directors outside the Sulzer Group is ten (of which a maximum of four
mandates may be with listed companies, § 33). Exceptions (e.g., for mandates held at the request of
Sulzer Ltd or a group company or mandates in associations) are defined in the Articles of Association
(§ 33, paragraphs a, b and c). All members of the Board of Directors are within the limits of external
mandates prescribed by the company’s Articles of Association.
Articles of Association
Audit Committee
The Audit Committee (members listed above) assesses the midyear and annual consolidated financial
statements and activities of the internal and statutory auditor, including effectiveness and
independence, as well as the cooperation between the two bodies. It also assesses the Internal
Control System (ICS), risk management and compliance; at least one meeting per year is dedicated to
risk management and compliance. The Audit Committee is also charged with discussing the report on
non-financial matters, or any other similar report that the Board or the company’s management
chooses to establish. The CFO, the Group General Counsel, the Head of Group Internal Audit (who is
also the Secretary of this committee) and the external auditor-in-charge attend the meetings of the
Audit Committee. The Executive Chair may attend the meeting unless advised otherwise by the Head
of Internal Audit. In 2024, the Audit Committee held five ordinary meetings: one in February, two in
July, one in September and one in December. The meetings lasted, on average, two hours. The
statutory auditor attended all of these meetings. Internal experts, such as the Group General Counsel
and the Heads of Group Internal Audit, Group Accounting, Group IT, Group Compliance and Risk
Management, and Group Treasury & Tax, gave presentations to the Audit Committee in 2024.
In February, the Audit Committee is informed of compliance exposures as a result of periodic risk
assessments, and it receives an overview of compliance cases under investigation. In September, the
Audit Committee is briefed on the present state of risk management within the company and on the
results of the risk management process – a process to systematically identify and evaluate significant
risks and introduce countermeasures. In the same meeting, an update on Sulzer’s compliance
approach, including the respective ongoing – and planned – activities, is provided. The major current
compliance cases (if any) are reported to and discussed by the Audit Committee regularly. The
regulations of the Audit Committee can be viewed at
.
www.sulzer.com/ac-regulations
Nomination Committee
The Nomination Committee (members listed above) assesses the criteria for the election and re-
election of Board members and the nomination of candidates for the top two management levels and
deals with succession planning. The Executive Chair and the Chief Human Resources Officer attend
the meetings of the Nomination Committee. In 2024, five ordinary meetings and one extraordinary
meeting were held in January, July, September and December, lasting an average of 50 minutes. The
regulations of the Nomination Committee are available at
.
www.sulzer.com/nc-regulations
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Remuneration Committee
The Remuneration Committee (members listed above) assesses the compensation systems and
recommends compensation for the members of the Board of Directors and the Executive Committee
(including bonus targets for the latter) on behalf of the Board of Directors and in accordance with its
specifications. It carries out broad-based compensation benchmarks with an international comparison
group, supported by studies of consulting firms such as Mercer and Willis Towers Watson, and it
scrutinizes the work of internal and external consultants. The members of the Remuneration
Committee are elected by the Shareholders’ Meeting. In 2024, four ordinary meetings were held in
January, July, September and December, lasting an average of one hour. The regulations of the
Remuneration Committee can be viewed at
.
www.sulzer.com/rc-regulations
Strategy and Sustainability Committee
The Strategy and Sustainability Committee (members listed above) advises the Board of Directors on
strategic matters (such as material acquisitions, divestitures, alliances and joint ventures), strategic
planning, definition of development priorities, and the company’s sustainability initiatives and
objectives as well as on other relevant public policy matters. In 2024, three regular meetings took
place in February, May and October, lasting an average of one hour. The regulations of the Strategy
and Sustainability Committee can be viewed at
.
www.sulzer.com/ssc-regulations
Governance Committee
The Governance Committee (members listed above) advises the Board of Directors with respect to
checks and balances in the executive chair model, oversees compliance with the Swiss Code of Best
Practice for Corporate Governance as well as legal and regulatory requirements, and periodically
reviews the principles of corporate governance. In 2024, one meeting took place in December, lasting
one hour. The regulations of the Governance Committee can be viewed at
.
www.sulzer.com/gc-
regulations
Division of powers between the Board of Directors and the
Executive Committee
The Board of Directors has largely delegated executive management powers to the Executive
Committee. However, it is still responsible for matters that cannot be delegated in accordance with
art. 716a CO. These matters include corporate strategy, the approval of midterm planning and the
annual budget, as well as key personnel decisions and the preparation of the annual report and the
compensation report. The Board of Directors is also responsible for the report on non-financial
matters pursuant to art. 964a et seqq. CO. Furthermore, the Board of Directors remains responsible
for acquisition and divestiture decisions involving a transaction value exceeding CHF 30 million;
investments in fixed assets exceeding CHF 15 million; major corporate restructurings; approval of
dispute settlements with an impact on operating income of more than CHF 20 million; approval of
research and development projects exceeding CHF 10 million, as well as other matters relevant to the
company; and decisions that must be made by the Board of Directors by law. The competency
regulations and the nature of the collaboration between the Board of Directors and the Executive
Committee can be viewed in the Board of Directors and Organization Regulations at
.
www.sulzer.com/
BoD-organizational-regulations
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Self-assessment
The Board of Directors regularly reviews its performance as well as that of its committees. Such
review focuses on the composition, engagement at the meetings and availability of the members of
the Board of Directors, as well as on processes, culture and meeting conduct. Furthermore, it reviews
the interaction of the Board of Directors' members with the members of the Executive Committee to
assess the need for collective or individual training of members of the Board of Directors, always with
the goal of validating the Board of Directors' and the standing committees' work in an efficient and
diligent manner. The results of the review performed in 2024 has been discussed in order to determine
concrete actions for improvement.
Management Structure
Information and control instruments
Each member of the Board of Directors receives financial information in advance of the Board
meetings, in addition to the midyear and annual financial statements. These updates include
information about the balance sheet, the income and cash flow statements, and key figures for the
company and its divisions. They incorporate comments on the respective business results and a
rolling forecast for the current business year. The Executive Chair and the CFO report at every Board
35
Sulzer Annual Report 2024 – Corporate governance – Board of Directors
meeting on business developments and all matters relevant to the company; once each year, the
Board receives the forecasted annual results. During these Board meetings, the Chairs of the
committees also report on all matters discussed by their committees and on the key findings and
assessments, and they submit proposals accordingly. Each year, the Board of Directors discusses
and approves the budget for the following year and the midterm plan, which is also subject to periodic
review. In addition, the Board of Directors receives a status update on investor relations on a regular
basis.
Group Internal Audit
Group Internal Audit reports functionally directly to the Chair of the Audit Committee, but
administratively to the CFO. Meetings between Group Internal Audit and the statutory auditor take
place regularly. They are used to prepare for the meetings of the Audit Committee, to review the
interim and final reports of the statutory auditor, and to plan and coordinate internal and external
audits. Group companies are audited by Group Internal Audit based on an audit plan that is approved
by the Audit Committee. Depending on the risk category, such audits are carried out on a rotational
basis either annually or every second, third or fourth year. Group Internal Audit carried out 46 audit
assignments (including audit follow-up reviews and internal controls testing) in the year under review.
One of the focal points is the internal control system (ICS). The results of each audit are discussed in
detail with the entities and (where necessary) the divisions concerned, and key measures are agreed
upon. The Executive Chair, the members of the Audit Committee, the CFO, the Group General
Counsel as well as the respective Division President and other line managers of the audited entity
receive a copy of the audit report. Significant findings and recommendations are also presented to
and discussed with the Executive Committee and the Group General Counsel. A follow-up process is
in place for all Group internal audits, which allows efficient and effective monitoring of how the
improvement measures are being implemented. Each year, the Head of Group Internal Audit compiles
a report summarizing activities and results. This report is distributed to members of the Board of
Directors and the members of the Executive Committee, and it is presented to the Executive
Committee and the Audit Committee. It is discussed in both committees and, thereafter, reported to
the Board of Directors.
Risk management and compliance
Sulzer has established and implemented a comprehensive, value- and risk-based compliance
program that focuses on prevention, detection and response. It consists of the following main
elements:
Strong values and building up a strong ethical and compliance culture
Sulzer puts a high priority on conducting its business with integrity, in compliance with all applicable
laws and internal rules (“a clean deal or no dealˮ), and on accepting only reasonable risks. Sulzer
follows a zero-tolerance compliance approach. The Board of Directors and the Executive Committee
firmly believe that compliant and ethical behavior in all aspects and on all levels is a precondition for
successful and sustainable business. The ethical tone is set at the top, carried through to the middle
and transmitted throughout the entire organization. Sulzer also fosters a speak-up culture and
encourages employees to address potentially non-compliant behaviors. Retaliation against
whistleblowers acting in good faith is not tolerated.
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Risk assessment
As part of Sulzer’s integrated risk management process, compliance risks are assessed regularly and
mitigated with appropriate and risk-based actions. The results are discussed both with the company's
management and with the Audit Committee. The Audit Committee dedicates at least one full meeting
per year to risk management and compliance. An overview of the main risks and corresponding
mitigation measures is provided in the chapter “
” of this corporate governance
report.
Risk management
Internal rules and tools
Sulzer has a Code of Business Conduct, which can be viewed in 18 languages at
(under “Code of Business Conductˮ). Every employee of the company (including
employees of newly acquired businesses) has to confirm in writing that he or she has read and
understood this code, and will comply with it. Every member of the Sulzer Management Team (75
managers), the heads of the operating companies, the headquarters, regional and local compliance
officers as well as the legal entity finance heads must reconfirm this compliance commitment in
writing annually.
www.sulzer.com/
governance
Rules
Although Sulzer follows a behavior- and principle-based approach, compliance directives and
processes have been implemented as elements of the governance framework. Sulzer focuses on the
major compliance risks. For example:
Bribery and corruption risks: Sulzer has had a group-wide anti-bribery and anti-corruption
program in place since 2010. This program includes a web-based process that addresses the
due diligence of intermediaries, a company-wide directive for offering and receiving gifts and
hospitalities, and an e-training module (in 13 languages) to familiarize Sulzer employees with the
requirements of the directive.
Antitrust and anticompetition risks: Sulzer has an antitrust directive addressing behaviors in trade
associations in place.
Export control risks: Employees involved in export activities have to comply with all applicable
export and re-export laws and regulations. Sulzer rolled out and implemented its global Trade
Control Directive in all legal entities concerned. Every exporting legal entity has an internal
control program (ICP) in place that includes processes and defines responsibilities on export
control matters and other important requirements to comply with export compliance laws and
regulations.
Further risks (e.g., non-compliance with stock exchange laws and regulations; human resource-
related issues; insufficient protection of intellectual property and know-how; violations of privacy
and data protection laws; product liability; risk related to environment, quality, safety and health,
etc.): Focused rules and processes address these and many other potential risks. Sulzer has
processes that ensure compliance with insider laws as well as stock exchange reporting and
notification duties. A total of 10 compliance webinars were conducted by Group Compliance,
covering 2’798 employees; 16 export control webinars were conducted covering 354 employees.
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Tools
Sulzer has a compliance hotline and an incident reporting system that provides employees with one of
many options for reporting (potential) violations of laws or internal rules. Reports can be made
anonymously or openly via a free hotline or a dedicated website. The company has a directive that
sets clear rules for internal investigations. Further tools are available to all employees on Sulzer’s
intranet (e.g., presentations addressing the major exposures, draft agreements, sales and
procurement handbooks with compliance-specific explanations and standard clauses). Sulzer has a
compliance risk assessment process in place to identify and assess potential compliance risks on a
local entity level and to define appropriate measures. For newly acquired companies, Sulzer sets up a
post-merger integration process consisting of a systematic post-merger compliance risk analysis,
which provides the foundation for risk-based mitigation actions.
Organization
Since 2013, Sulzer has had a Legal, Compliance and Risk Management Group function (headed by
the Group General Counsel). Within this organization, a line reporting structure is in place for the three
regions: Americas (AME); Europe, the Middle East and Africa (EMEA); and Asia-Pacific (APAC). The
local Compliance Officers ultimately report – via Regional Compliance Officers – to the Group General
Counsel and Chief Compliance Officer. In addition, the headquartered Compliance and Risk
Management team steers and runs the group-wide compliance program and all compliance
investigations. To ensure the consistent rollout of Group Compliance initiatives, the compliance
organization uses direct reporting lines. The Group General Counsel informs the Board of Directors
and the Executive Committee regularly about legal matters and key changes in legislation that may
affect Sulzer, as well as on important litigation. Twice a year, the Audit Committee receives a report
about any pending or threatened litigation with worst-case exposure exceeding CHF 0.5 million.
Further information on reports to the Audit Committee is provided in the “Audit Committeeˮ section
above.
Awareness building and trainings
Sulzer puts substantial effort into training its employees. Training is carried out through e-learning
programs (new programs are rolled out and existing programs are updated every year), in person or
through web conferences. In 2024, Sulzer employees completed 17’920 compliance e-learning
courses.
Controls and sanctions
The Group Function Legal supports the audits done by Group Internal Audit following the same audit
process. The Group Function Environment, Safety and Health (ESH) collaborates with Group Internal
Audit, Division ESH heads and site representatives to ensure comprehensive governance oversight
and organizes annual ESH compliance audits, conducted by external experts, to ensure adherence to
applicable regulations. Five such audits were conducted in the reporting year. The results of each of
these audits were discussed directly with the responsible managers, and an agreement was reached
on any improvements required. The findings are tracked and monitored using a centralized tool, with
significant risks escalated to the Audit Committee as part of Group Internal Audit’s reporting. Risks
relating to environment, safety and health form part of the annual ESH audit plan, which is reported to
the Audit Committee once a year. Apart from these formal audits, internal investigations (triggered by
reports from the compliance hotlines, e-mails, telephone calls or other avenues of communication)
were carried out during 2024 and at least nine employees had to leave Sulzer because of violations of
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Sulzer’s Code of Business Conduct. Others received warnings or faced other disciplinary measures.
However, most of the reports received concerned non-material issues.
Continuous improvement
It is Sulzer’s goal to constantly improve its compliance and risk management approach. Findings of
audits and internal investigations are assessed, internal processes and rules are adjusted, and training
modules are improved. Sulzer always reviews compliance violations to determine whether they are
rooted in a process weakness. If that is found to be the case, the process will be improved and risk-
mitigating measures will be taken.
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Sulzer Annual Report 2024 – Corporate governance – Board of Directors
Executive Committee
The Executive Committee consists of the Executive Chair, the Chief Financial
Officer (CFO), the Chief Human Resources Officer, the Division President
Services, the Division President Flow and the Division President Chemtech.
The Board of Directors delegates executive management powers to the Executive Chair. The
Executive Chair delegates the appropriate powers to the members of the Executive Committee (EC).
The Division Presidents define and attain business targets for their respective divisions in accordance
with group-wide goals. The
govern, among other
things, the transfer of responsibilities from the Board of Directors to the Executive Chair and the EC.
There are no management contracts with third parties. None of the Executive Committee members
has a contract with a notice period exceeding 12 months. The members of the Executive Committee
and their CVs can be viewed below. Effective October 1, 2024, Uwe Boltersdorf, who served as the
President of the Chemtech Division stepped down from his role. He was succeeded by Tim Schulten,
previously President of the Services Division. In turn, Ravin Pillay-Ramsamy succeeded Tim Schulten
as Division President Services. Details on the former members of the Executive Committee can be
found in the Corporate Governance chapter of the company’s
.
Board of Directors and Organization Regulations
1
Annual Report 2023
1) Furthermore, Jan Lüder will be stepping down as member of the Executive Committee in March 2025.
CVs of Executive Committee members
Dr. Suzanne Thoma
Executive Chair
Chair of the Strategy and Sustainability Committee
Member of the Nomination Committee
Educational background
Ph.D. in Technical Sciences, ETH Zurich, Switzerland
Master of Science in Chemical Engineering, ETH Zurich, Switzerland
Bachelor of Business Administration, Graduate School of Business
Administration (GSBA), Zurich, Switzerland
Other listed company mandates
None
Other activities and vested interests
Non-executive member of the Board of Directors, Beckers Group, Germany
Non-executive member of the Board of Directors, BayWa r.e., Germany
Vice-Chair of the Board of Trustees, Avenir Suisse Foundation, Switzerland
Member of the Board of Trustees of the ETH Foundation, Switzerland
Member of the Executive Board, Swissmem Association, Switzerland
Professional background
Suzanne Thoma (Swiss) was elected as a member of Sulzer Ltd's Board of Directors in 2021 and as Chair in 2022.
In addition, she was appointed Executive Chair of Sulzer Ltd as of November 1, 2022. Before joining Sulzer,
Suzanne Thoma served as CEO at the international Energy, Engineering and Service company BKW AG in Bern,
Switzerland, from 2013 to 2022. Prior to her appointment as CEO of BKW, she was a member of BKW’s Group
Executive Committee, responsible for the Networks division. Before that, she was Head of the Automotive
business for the WICOR Group in Rapperswil-Jona, Switzerland, and CEO of Rolic Technologies Ltd., Allschwil,
40
Sulzer Annual Report 2024 – Corporate governance – Executive Committee
Switzerland. Earlier in her career, Suzanne Thoma held various management roles in a number of countries at Ciba
Specialty Chemicals Ltd. (now BASF).
Thomas Zickler
Chief Financial Officer
Educational background
Studies in Economics (1988-1994), Johann Wolfgang Goethe-University,
Faculty of Economic Science, Frankfurt on Main, Frankfurt, Germany
Other listed company mandates
None
Other activities and vested interests
None
Professional background
Thomas Zickler (German/Swiss) was appointed Chief Financial Officer and member of the Executive Committee on
May 1, 2022. He joined Sulzer as Head of Group Treasury in 2015 and most recently served as Head of Group
Corporate Finance & Shared Services. Since 2016, Thomas Zickler has been a Member of the Board of Trustees
for the company’s pension plans, the Sulzer Vorsorgeeinrichtung (SVE) and Johann Jakob Sulzer-Stiftung (JJS).
Before joining Sulzer, he worked as Country Treasurer for ABB Switzerland in Baden (2010 to 2015). From 2006
until 2009, he was Vice President and Head of the External Financial Reporting & Technical Accounting Policies
department for ABB Group in Zurich. Prior to that, from 1996 until 2006, he held various positions within Finance
(controlling, accounting, treasury, IT consulting) at DaimlerChrysler in Stuttgart and Berlin. Thomas Zickler began
his career in 1995 within the controlling department at Sherwood Medical and Metallgesellschaft in Frankfurt on
Main. During his studies, he worked for Siemens AG in the Central Finance Department and Siemens Capital
Corporation, in Munich and New York City. He was also an analyst at Georg Hauck & Son Bankiers in the equity
research department in Frankfurt.
Haining Auperin
Chief Human Resources Officer
Educational background
Master in Management and Company Policy, Human Resources, Social
Development and Employment, Sciences-Po, Paris, France
Master in Business Management, Capital University of Economics and
Business, Beijing, China
Other listed company mandates
None
Other activities and vested interests
None
Professional background
Haining Auperin (French) was appointed Chief Human Resources Officer and member of the Executive Committee
on January 1, 2023. She joined Sulzer in 2016 as Division Head of HR for Flow and most recently served as Head
of Group Human Resources Operations. Before joining Sulzer, Haining Auperin was the Senior Vice President
Human Resources Boiler Business for GE Power from 2014 to 2016. Prior to that, she held various senior HR
leader positions in different areas within GE, AREVA and Ansaldo.
41
Sulzer Annual Report 2024 – Corporate governance – Executive Committee
Tim Schulten 2
Division President Chemtech
Educational background
Master of Science in Mechanical Engineering, Swiss Federal Institute of
Technology (ETH), Zurich, Switzerland
Master of Business Administration, Harvard Business School, Boston, USA
Other listed company mandates
None
Other activities and vested interests
None
Professional background
Tim Schulten (Swiss) joined the Sulzer Executive Committee as Division President Services in 2022. Prior to that he
was the Group Head for Marketing, Strategy and Digital. Tim Schulten relinquished his role as Division President
Services to assume the position of Division President Chemtech in October 2024. Before joining Sulzer, Tim
Schulten was the General Manager and responsible for global Product Support & Marketing for Caterpillar’s
Electric Power Business. From 2012 to 2015 he was General Manager for Sales & Distribution for Caterpillar’s
global gas engine business, responsible for building and leading the organization during the post-acquisition
integration of MWM. From 2007 to 2012, he was a Division Manager responsible for Caterpillar’s Electric Power
Retail business in Europe, Africa and the Middle East. Prior to that he held various positions in sales, marketing
and product support with Caterpillar and he spent several years in California working in technology start-ups.
2) Appointed on October 1, 2024 (previously served as Division President Services from January 1, 2022)
Jan Lueder 3
Division President Flow
Educational background
Master’s Degree in Electrical Engineering, Technical University of Berlin,
Germany
Other listed company mandates
Advisory Board Member, Wealth Minerals Ltd., Vancouver, Canada
Other activities and vested interests
None
Professional background
Jan Lueder (German) joined the Sulzer Executive Committee as Division President Flow on January 1, 2023. Before
joining Sulzer, Jan Lueder served since 2019 as CEO of the Mining Technologies business unit for thyssenkrupp,
which was acquired by FLSmidth in August 2022. Prior to this assignment, he held the position of CEO of
thyssenkrupp Industrial Solutions South East Asia in Singapore. In parallel, he held the position of CEO of
thyssenkrupp South East Asia (since 2018). Previously, Jan Lueder worked for almost 20 years, from 1995 to 2015,
for Siemens in the Power Plant and Industrial Solutions business in several long-term assignments in Asia,
including Malaysia, from 1997 to 2000, and China, from 2011 to 2015, and within Europe (Finland from 2002 to
2004 and Austria from 2008 to 2011).
3) Stepping down as of March 1, 2025
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Sulzer Annual Report 2024 – Corporate governance – Executive Committee
Ravin Pillay-Ramsamy 4
Division President Services
Educational background
Master of Business Administration, Columbia Business School, New York, USA,
and London Business School, London, England
Master of Management in Finance, Rensselaer Polytechnic Institute, New York,
USA
Bachelor of Science, Electrical & Computer Engineering, The Ohio State
University, Columbus, Ohio, USA
Other listed company mandates
None
Other activities and vested interests
None
Professional background
Ravin Pillay-Ramsamy (Mauritian/American) joined the Sulzer Executive Committee as Division President Services
on October 1, 2024. He has held several key positions at Sulzer since joining the company in 2015. Prior to his
current appointment, he led Sulzer Services’ EMEA region (Europe, Middle East and Africa) from 2021, expanding
his role in March 2023 to Deputy Division President of the Services Division. From 2018 to 2020, Ravin Pillay-
Ramsamy was based in Singapore as President of the Asia-Pacific region. Prior to that, he spent two years
between the USA and Switzerland as Head of Business Development & Strategy for the Services division. Before
joining Sulzer, he worked at Turbine Services Ltd. from 2005 to 2015, most recently serving as Business
Development Director and Vice President Engineering in Saratoga Springs, New York.
4) Appointed on October 1, 2024
Additional mandates of members of the Executive Committee
outside the Sulzer Group
No member of the Executive Committee may hold more than five mandates, of which no more than
one may be in listed companies (
, § 33). Exceptions (e.g., for mandates held at
the request of Sulzer Ltd or a Group company or mandates in associations) are defined in the Articles
of Association (§ 33, paragraphs a, b and c). All members of the Executive Committee are within the
limits for external mandates prescribed by the company’s Articles of Association.
Articles of Association
43
Sulzer Annual Report 2024 – Corporate governance – Executive Committee
Shareholder participation rights
Restrictions and representation of voting rights
Only nominees are subject to restrictions (see “
” section of this corporate governance
report). No exceptions were granted during the reporting year, and no measures to remove these
restrictions are planned. According to the Articles of Association, a shareholder may be represented
at a Shareholders’ Meeting by a legal representative, through a written power of attorney to any other
proxy, who does not need to be a shareholder or the independent proxy. Shares held by a
shareholder may be represented by only one person.
Capital structure
Statutory quorum
Changes to the Articles of Association may only be approved by a majority of at least two-thirds of the
voting rights represented at the Shareholders’ Meeting, other than ordinary share capital increases
(against payment in cash and without the exclusion of shareholders’ preemptive rights), which are
decided by a majority of the votes represented. The dissolution or a merger of the company can only
be decided upon if at least half the shares issued are represented at the Shareholders’ Meeting and
two-thirds thereof vote in favor of the corresponding proposal (see also § 16 of the
).
Articles of
Association
Convocation of the Shareholders’ Meeting and submission of
agenda items
The applicable regulations regarding requests for the convocation of an extraordinary Shareholders’
Meeting are in line with the applicable law regarding the convocation of a Shareholders’ Meeting.
Shareholders representing at least 0.5% of the share capital may submit items for inclusion on the
agenda of a Shareholders’ Meeting. Such submissions must be requested in writing at least two
months prior to the meeting and must specify the agenda items and proposals of the shareholder
concerned (see also § 12 of the
).
Articles of Association
Entry in the share register
Voting rights may be exercised by shareholders who are registered in the share register on the record
date stated in the invitation to the respective Shareholders’ Meeting.
Independent proxy
At the AGM of April 16, 2024, Proxy Voting Services GmbH was elected as the independent proxy for
a term of office extending until completion of the next AGM. The Articles of Association do not contain
rules on the granting of instructions to the independent proxy and the electronic participation in the
Shareholders’ Meeting which deviate from the default Swiss law.
44
Sulzer Annual Report 2024 – Corporate governance – Shareholder participation rights
Takeover and defense measures
The Articles of Association contain no opting-out or opting-up clauses. If there is a change of control,
all restricted share units (RSUs) allocated to Board members as well as the performance share units
(PSUs) allocated to members of the Executive Committee are automatically vested. In case of the
PSUs, they vest subject to the Board of Directors' performance assessment, without being subject to
blocking restrictions. A change of control includes an acquisition of or a public takeover offer in
relation to more than 33.33% (RSUs) or 50% or more (PSUs) of the voting rights.
45
Sulzer Annual Report 2024 – Corporate governance – Takeover and defense measures
Auditors
The statutory auditor is elected at the AGM for a one-year term of office. KPMG AG has been acting
as the statutory auditor since 2013. As of the financial year 2020, the acting external auditor-in-charge
is Rolf Hauenstein. The external auditor-in-charge is replaced every seven years. The Audit
Committee is in charge of supervising and monitoring the statutory auditor, and it reports to the Board
of Directors (see “Audit Committeeˮ section in the chapter “
” of this corporate
governance report). The members of the Audit Committee receive summaries of audit findings and
improvement proposals at least once a year. The external auditor-in-charge and his deputy were
invited to attend meetings of the Audit Committee.
Board of Directors
In 2024, the statutory auditor was present at all five Audit Committee meetings. The Audit Committee
or its Chair meets separately with the Head of Group Internal Audit and the statutory auditor at least
once a year to assess (among other things) the independence of the internal and statutory auditors.
The Audit Committee evaluates the work done by the statutory auditor based on the documents,
reports and presentations provided by the statutory auditor, as well as on the materiality and
objectivity of their statements. To do so, the Audit Committee gathers the opinion of the CFO. The
Audit Committee reviews the fee paid to the auditor regularly and compares it with the auditing fees
paid by other internationally active Swiss industrial companies. Said fee is negotiated by the CFO and
approved by the Board of Directors. Further information on the auditor, in particular the auditor’s fees
and any additional fees received by the auditor for advisory services outside its statutory audit
mandate, is listed under
to the consolidated financial statements. All advisory services
provided outside the statutory audit mandate (essentially, consulting services related to audit and
accounting as well as legal and tax advisory services) are compliant with the applicable independence
rules.
note 32
46
Sulzer Annual Report 2024 – Corporate governance – Auditors
Risk management
At Sulzer, risks are assessed regularly as part of the company’s integrated risk
management process. The results are discussed with the management and the
Audit Committee.
Risk
Risk exposure
Main loss controls
External and markets
Market assessment
Market developments that are assessed inappropriately could
lead to missed business opportunities or losses.
Continuous monitoring and assessment of market
developments
—
Systematic midrange planning based on market
developments and expectations
—
Geopolitical shocks
A geopolitical shock event could have an impact on operations
and travel. Also, it could imply currency risks and default risks
of countries and banks.
Monitoring of exposure in critical countries
—
Monitoring of debt situation of countries and banks
—
Continuous monitoring of raw material prices and inflation
indicators
—
Monitoring of custom tariffs and implementing mitigation
actions by adapting value chains and contractual
conditions
—
Sulzer’s global presence mitigates the effect of geopolitical
shocks
—
48.82% of Sulzer’s shares are beneficially owned by Viktor F.
Vekselberg, who is listed as a Specially Designated National by
the US Office of Foreign Assets Control and subject to
sanctions in other jurisdictions including Ukraine, Japan, the
UK, Australia, New Zealand, Canada and Poland. These
sanctions and possible future sanctions in further countries
could result in negative media coverage, damage to Sulzer’s
reputation and impair existing business relationships with
customers, suppliers, banks or other business partners as well
as Sulzer’s ability to win future business.
Continuous monitoring of international sanctions
environment and seeking of advice by reputable sanctions
law firms
—
Maintaining and enhancing a robust sanctions compliance
program
—
Strategic
Innovation
Failure in R&D and innovation activities could negatively impact
the ability to operate and to grow the business.
Insufficient investments in innovation to maintain technology
leadership and develop innovative products.
A phased process, technical risk manageability
assessments and key performance indicators to ensure
quality of the development
—
Product development council with strong focus on strategic
plans and digitalization
—
Prototypes and own test beds to test and validate products
before market release
—
Core technology council for research of basic technology
—
Focus on innovation with strategic customers
—
Innovation and ideation projects
—
Implementation of an expert development program for key
critical resources
—
Environment, Social and
Governance (ESG)
ESG-related regulations could change. Stakeholder
expectations related to ESG commitments could change. Not
meeting regulatory requirements could result in fines, limit
access to financing, impact banking channels and result in loss
of business and reputational damages.
Board Strategy and Sustainability Committee extended to
cover ESG and sustainability
—
Setting of clear ESG-related objectives and progress
tracking
—
ESG initiatives driven by EC including different group and
business functions covering regulatory requirements and
supply chain due diligence
—
ESG assessments in business projects
—
Operational
Attraction and retention
Failure to attract, retain and develop people could lead to a lack
of critical skills and knowledge, which hinders both daily
operations and growth potential.
Ensuring that Sulzer’s people and performance efforts are
anchored to the company’s values and behaviors
—
Ongoing feedback through employee opinion survey “Voice
of Sulzer”
—
Robust internal communications strategy
—
Ongoing engagement in workshops and collaborative
activities
—
Visibility and access to creating development experiences
and opportunities
—
Consistent approach to salary grading and benchmarking
—
Health and safety
An unsafe working environment could lead to harm to people,
reputational damage, fines and liability claims, and could have a
serious economic impact.
Health and safety directives, guidelines, programs (e.g.
Safe Behavior Program) and training
—
ISO 45001 certifications
—
Monthly health and safety controlling and regular audits,
systematic risk assessments
—
Global network of health and safety officers
—
47
Sulzer Annual Report 2024 – Corporate governance – Risk management
Environmental
Environmental damage could lead to harm to people and
nature, reputational damage, fines and liability claims, and could
have a serious economic impact.
Mitigation in comprehensive environmental due diligence
(EDD) projects for acquisitions and divestitures
—
Elimination of environmentally damaging substances
through Prohibited Substances List
—
Sulzer sustainability strategy that defines key targets in
view of climate change
—
Compliance
Non-compliant or unethical behavior could lead to reputational
damage, fines and liability claims.
Active fostering of high ethical standards by tone from the
top and middle management
—
Continuous monitoring and assessment of potential
exposures
—
Continuous monitoring of regulatory environment
—
Sulzer Code of Business Conduct and a number of
supporting regulations (e.g. anticorruption, antitrust, trade
control)
—
Third-party due diligence process
—
Global and centrally led organization of compliance and
trade compliance officers
—
Compliance training (incl. e-learning) and audits
—
Sensitive country list with escalation process and project-
specific compliance assessments in high-risk countries
—
Speak-up culture, compliance hotline and sanction checks
—
Quality of products and
services
Failure of high-quality products and services could lead to
repeated work, reputational damage or liability claims.
Quality management and assurance systems tailored to
specific businesses
—
Third-party accreditation
—
Competence development programs and training of
employees
—
Test centers
—
Business interruptions
Business interruption, such as a fire, could cause damage to
people, property and equipment. It could have a negative effect
on the ability to operate at the affected site. Security incidents
could impact the IT infrastructure or systems, which could result
in a business interruption.
Business interruption caused by pandemic-related lockdowns
or bottlenecks in logistics centers, lack of transport capacities,
lack of raw materials or electronic parts or increased demand
could have an impact on operations and supply chains and thus
could lead to serious economic impact.
Crisis and emergency management systems (at global and
local level) including close monitoring of incidents which
could impact supply chains
—
Risk management policy and guidelines
—
Global manufacturing footprint and global procurement
—
IT security standards, measures and incident response
team
—
Disaster recovery plans in IT
—
Enhancement of IT infrastructure to cope with higher data
volumes during extended remote work
—
Financial
Financial markets
The unpredictability of financial markets may have a negative
effect on Sulzer’s financial performance and its ability to raise or
access capital.
Group financial policy
—
Foreign exchange risk policy
—
Trading loss limits for financial instruments
—
Credit
Credit risks arising from financial institutions and from
customers could have a negative effect on Sulzer’s financial
performance and ability to operate.
For financial institutions, only parties with a strong credit
quality are accepted (third-party rated)
—
Individual risk assessment of customers with large order
volumes
—
Continuous monitoring of country risks
—
Liquidity
Failure in liquidity risk management may have a negative effect
on Sulzer’s financial performance and its ability to operate.
Continuous liquidity monitoring
—
Management of liquidity reserves at group level
—
Cash flow program to optimize liquidity and cash flow
management
—
Efficient use of available cash through cash pooling
—
48
Sulzer Annual Report 2024 – Corporate governance – Risk management
Information policy
Sulzer Ltd reports on its order intake every quarter (media releases) and on its financial results every
half-year. In each case, it also comments on the business performance and outlook. In addition, the
company reports on important events on an ongoing basis (ad hoc publications). The reporting
referred to in the
(including the respective references to the financial reporting
section) complies with the recommendations on the content of the compensation report as laid out in
section 42 of the Swiss Code of Best Practice for Corporate Governance.
compensation report
The official means of publication of the company is the Swiss Official Journal of Commerce. In
accordance with § 38 of the
, the Board of Directors is at any time authorized to
designate further publication organs. Notices by the company to the shareholders may, at the election
of the Board of Directors, be validly published in the Swiss Official Journal of Commerce or in a form
that can be evidenced by text. The address of the company’s main registered office is
Neuwiesenstrasse 15, 8401 Winterthur, Switzerland.
Articles of Association
Key dates in 2025
February 27: Annual results 2024
April 15: Order intake Q1 2025
April 23: AGM 2025
July 24: Midyear results 2025
October 15: Order intake Q3 2025
These dates and any changes can be viewed at
. Media releases (sent via
email) can be subscribed to at
. Other information is available on the Sulzer
website
, or by contacting Investor Relations:
– Thomas Zickler, Chief Financial Officer, +41 52 262 33 15,
.
www.sulzer.com/events
www.sulzer.com/subscribe
https://www.sulzer.com
https://www.sulzer.com/en/
about-us/investors
investor.relations@sulzer.com
General blackout periods
Generally, and regardless of whether any inside information exists or not, pursuant to Sulzer Ltd’s
Securities Trading Regulation, the trading of Sulzer Ltd securities is prohibited for (a) the members of
the Board of Directors and the Executive Committee, (b) any staff reporting to any member of the
Executive Committee that have access to inside information, (c) members of Group Finance, Group
Mergers and Acquisitions, Group Legal, Corporate Communications and Investor Relations and any
relevant staff with access to inside information, including members of the Sulzer Management Team,
and (d) any external advisors having access to inside information in connection with Sulzer Ltd’s
financial reporting or the preparation of an offering memorandum during the following periods: (i) the
periods starting on January 1 and July 1 until and including the trading day of the public releases of
the respective full-year or half-year reports (if published prior to 7:30 a.m.) or the following trading day
(if published between 5:40 p.m. and midnight) and (ii) the periods starting on April 1 and October 1
until and including the trading day of the public releases of the respective quarterly results (if
published prior to 7:30 a.m.) or the following trading day (if published between 5:40 p.m. and
midnight). Under certain circumstances (in particular in case of personal hardship), the company may
49
Sulzer Annual Report 2024 – Corporate governance – Information policy
allow exceptions to a blackout period upon reasoned request by an employee or concerned Board
member, provided that such employee is not in possession of any inside information. Such exceptions
must be issued in writing with a copy to the employee’s or Board member’s file. No such exceptions
were granted in 2024.
Material changes between December 31, 2024,
and the publication of this report
Jan Lüder will be stepping down as member of the Executive Committee effective as of March 1,
2025. He will be succeeded by Mathias Prüssing.
50
Sulzer Annual Report 2024 – Corporate governance – Information policy
Compensation
report
52 Letter to the shareholders
53 Compensation governance and principles
56 Compensation architecture for the CEO and
Executive Committee members
67 Compensation of the Executive Committee for
2024
72 Compensation architecture for the Board of
Directors
74 Compensation of the Board of Directors for 2024
77 Auditor’s report
Paying for sustainable performance
Winterthur, February 27, 2025
Dear Shareholder,
On behalf of the Board of Directors and of the Remuneration Committee (RC), I am pleased to present
the 2024 Compensation Report.
This past year marked the inaugural phase of our strategic implementation following the strategy
review conducted in 2023.
I am delighted to report that the company’s continued excellent performance has exceeded the
strong growth in 2023 and reached our ambitious, increased goal. In 2024, we set a record for
profitability and increased the value created for our customers and society. We are pleased to have
been recognized by the capital markets and to have been able to deliver impressive value to our
esteemed shareholders.
In 2024, our board members formed a cohesive and impactful team to accompany and guide the
implementation of the Sulzer 2028 strategy. Our Executive Committee was further developed and
strengthened by capable global leaders who were internally tested.
The compensation paid to the Board of Directors in 2024 was below the amounts previously approved
by the AGM for the period in question. The total compensation paid to the Executive Committee for
2024 was entirely within the maximum compensation approved by the AGM 2023.
Given our continued excellent performance in 2024, fueled by our ambition for growth and excellence
in challenging market conditions, we must ensure that our Board and Executive Committee are
compensated consistently with company performance, evolving market practices, enabling business
strategy and shareholder value creation. For this purpose, I led the remuneration committee in
conducting a systematic compensation system review with the support of multiple reputable external
subject matter experts. The comprehensive review of our compensation system has allowed us to
continuously benchmark with relevant peers in our growth journey to strengthen our remuneration
framework, ensuring it consistently reflects and upholds our compensation principles detailed in this
report.
Another high-performing year has validated our strategy and its execution, pointing Sulzer toward a
prosperous future. On behalf of Sulzer, the Board of Directors and the Remuneration Committee, I
thank you for your continued trust in our company.
Yours Sincerely,
Dr. Hariolf Kottmann
Chairman
Remuneration Committee
52
Sulzer Annual Report 2024 – Compensation report – Letter to the shareholders
Compensation governance and principles
Compensation policies and plans at Sulzer reward performance, sustainable
growth and long-term shareholder value creation. The compensation programs
are competitive, internally equitable, straightforward and transparent. The
compensation report is prepared in accordance with the Articles 732 et seqq. of
the Swiss Code of Obligations (CO), the SIX Swiss Exchange Directive on
Information relating to Corporate Governance (RLCG) and the principles of the
Swiss Code of Best Practice for Corporate Governance.
Remuneration Committee
The
, the
, and the
define the functions of the Remuneration Committee (RC). The
RC supports the Board of Directors in establishing and reviewing the compensation strategy and
principles, and in preparing the proposals for the Shareholders’ Meeting.
Articles of Association
Board of Directors and Organization Regulations
Remuneration Committee Regulations
The RC is responsible for the activities outlined below and submits proposals to the Board of
Directors, which makes the final decisions. For the CEO, the Lead Independent Director performs
these tasks in close consultation with the Chair of the RC.
Regular review of the compensation policies and programs
Setting performance targets for Executive Committee members for incentive plans
Preparing proposals for the Shareholders’ Meeting on the maximum aggregate amounts of
compensation for the Board of Directors and for the Executive Committee
Setting target compensation for Executive Committee members
Preparing the compensation report
Stakeholder level of authority
RC
Board
Shareholders
Meeting
Compensation policies and programs
proposes
approves
Maximum aggregate compensation amounts for the Board of Directors
and Executive Committee
proposes
reviews
approves
(binding vote)
Remuneration system and Board member fees
proposes
approves
Compensation of the Executive Committee members
reviews
approves
Performance objectives and assessment for Executive Committee
members
reviews
approves
Compensation report
proposes
approves
consultative
(advisory vote)
As stated by Sulzer Ltd’s Remuneration Committee Regulations, the RC has at least three members
elected annually by the Shareholders’ Meeting until the next AGM. Most members are non-executive
and independent. At the 2024 AGM, Alexey Moskov, Markus Kammüller and Dr. Hariolf Kottmann
were re-elected to the RC.
The RC meets as needed, but at least twice a year. In 2024, it held four meetings. This year’s agenda
topics are included in the following table.
53
Sulzer Annual Report 2024 – Compensation report – Compensation governance and principles
Meeting Topics Discussed
Meeting
Topics
January
Short Term and Long Term Incentive performance review
Compensation report
Max. aggregate Board of Directors and Executive Committee
July & September
Compensation benchmark review
Compensation policies and programs review
December
Short Term and Long Term Incentive performance forecast
Compensation report skeleton
The CEO, Chief Human Resources Officer and Secretary of the Board (who also serves as the RC
Secretary) usually attend the meetings. The Committee Chair may invite other executives for advisory
purposes when needed. However, the CEO and other executives do not participate when their own
remuneration or performance is discussed.
The RC Chair reports to the full Board on the Committee’s activities and discussions. The Chair also
submits proposals for Board approval as necessary. All Board members have access to the RC
meeting minutes.
The RC retained HCM International to analyze benchmarks for the Board of Directors and the
Executive Committee. They also retained hkp///group for compensation report advice. Neither were
awarded additional mandates.
Shareholders’ role and engagement
The company values shareholders’ feedback on compensation policies and has held advisory votes
on the compensation report since 2011. It also regularly meets with shareholders to understand their
perspectives. At the 2024 AGM, shareholders approved the maximum aggregate compensation for
the Board for the 2024/25 term and for the Executive Committee for 2025.
Additionally, the
, approved by shareholders, govern the principles of
compensation.
Articles of Association
Extract from the Articles of Association related to compensation
Article 31
Non-executive members of the Board of Directors receive only a fixed compensation.
Members of the Executive Committee receive both fixed and variable compensation components that are
based on their performance. Their compensation can be paid in cash, shares, options or other forms.
Article 29
The Shareholders’ Meeting approves the maximum aggregate amount of compensation for the Board of
Directors for the next term of office and the maximum aggregate amount of compensation for the
Executive Committee for the following financial year.
The Board of Directors submits the annual compensation report to an advisory vote at the AGM.
Article 30
In the event that a member of the Executive Committee is appointed after the AGM and the approved
maximum compensation is not sufficient for his/her compensation, a supplementary amount of up to 40%
of the last approved maximum compensation can be used without further approval by the AGM.
Article 32
Fixed-term employment agreements have a maximum duration of one year and can be renewed.
Permanent employment agreements have a maximum termination notice period of twelve months.
Non-compete agreements for the period after termination of an employment agreement are permissible.
They are limited to one year. The consideration does not exceed the last total annual target compensation
to which the member was entitled prior to termination. Furthermore, it should not exceed the average
compensation of the last three financial years.
Article 34
The company is not allowed to grant loans or credits to members of the Board of Directors or the
Executive Committee.
54
Sulzer Annual Report 2024 – Compensation report – Compensation governance and principles
Activities in other organizations
According to Article 734e of the Swiss Code of Obligations, the compensation report must detail the
external mandates of Board of Directors and Executive Committee members in other enterprises with
an economic purpose (as defined in Article 626 para. 2 no. 1 of the Swiss Code of Obligations). The
table below lists the entities and the functions held.
Other functions of the members of the Board of Directors and the Executive Committee
Member
Name of company
Function
2024
2023
Dr. Suzanne Thoma
Beckers Group, Germany
Non-executive member of the Board of
Directors
x
x
BayWa r.e., Germany
Non-executive member of the Board of
Directors
x
x
Markus Kammüller
ExecDelta GmbH, Switzerland
Sole Partner
x
x
Gonset Holding SA, Switzerland
President of the Board of Directors
x
Vice-Chair of the Board of Directors
x
Gonset Immeubles d’Entreprises SA,
Switzerland
President of the Board of Directors
x
Vice-Chair of the Board of Directors
x
David Metzger
Swiss Steel Holding AG, Switzerland
Non-executive member of the Board of
Directors
x
x
medmix AG, Switzerland
Non-executive member of the Board of
Directors
x
x
Mealda Capital GmbH, Switzerland
Sole Partner
x
x
Sopeli Capital GmbH, Switzerland
Sole Partner
x
x
Alexey Moskov
OC Oerlikon Corporation AG,
Switzerland
Non-executive member of the Board of
Directors
x
x
Witel AG, Switzerland
Member of the Board of Directors
x
x
Liwet Holding AG, Switzerland
President of the Board of Directors
x
x
A2-Link AG, Switzerland
Sole Board Member
x
x
Dr. Prisca Havranek-Kosicek
Jenoptik AG, Germany
Chief Financial Officer
x
x
Jenoptik North America Inc., United
States of America
Director
x
x
Dr. Hariolf Kottmann
Plansee Holding, Austria
Member of the Board of Directors
x
x
HK1 AG, Switzerland
Sole member of the Board of Directors
x
x
Kiingle AG, Switzerland
Member of the Board of Directors
x
Per Utnegaard
Saudi Ground Services, Saudi Arabia
Non-executive member of the Board of
Directors
x
x
Alvest Holding, France
Non-executive Director
x
x
Per Utneegard & Partners GmbH,
Switzerland
Sole Partner
x
x
Tim Schulten
JCB Group Holdings Sàrl, Switzerland
Director
x
x
Jan Lüder
Wealth Minerals Ltd, Canada
Member of the Advisory Board
x
In each individual case, the number of mandates does not exceed the maximum number of external
mandates specified in Article 33 of the Articles of Association.
55
Sulzer Annual Report 2024 – Compensation report – Compensation governance and principles
Compensation architecture for the CEO and
members of the Executive Committee
Compensation principles
The Executive Committee’s compensation is based on the principle of pay-for-performance. The
policy rewards performance, sustainable growth and long-term shareholder value, while offering fair
and competitive pay to attract and retain top talent.
Compensation principles
Principle
Description
Pay-for-performance
A substantial portion of the compensation is delivered in the form of variable incentives based on company and individual
performance.
Strategy alignment
The performance criteria are selected to create adequate incentives for achieving the operational and strategic objectives.
Ownership
Part of the compensation is delivered in the form of company equity to foster ownership and to align the interests of
executives with those of shareholders.
Market competitiveness
Compensation levels are competitive and in line with market practice to attract and retain highly qualified employees.
Internal equity
The internal compensation structure is based on a job-grading methodology applied globally.
Transparency
Compensation programs are straightforward and transparently explained in the compensation report.
Shareholder expectations
Compensation programs are in line with the expectations of shareholders.
Method of determining compensation: benchmarking
To ensure competitive and market-aligned compensation, the compensation for Board and Executive
Committee members is benchmarked against similar roles in comparable companies every one to two
years.
The RC regularly reviews the composition of the peer group, which is applied for benchmarking
purposes. In 2024, the RC revised the approach to get a broader peer group with a focus on
governance landscape, industry and size effects to determine a fitting peer group for compensation
benchmarks. The process of definition was undertaken in four major steps to narrow down the peer
group:
Selection process of peer companies for compensation benchmarks
Step
Action
Description
Step 1:
Check for regulatory and governance landscape
Swiss Performance Index (SPI) companies (excl.
Sulzer)
Step 2:
Check for industry affiliation
Industrials and Materials with selected Technology
and Equipment indusitries
Step 3:
Check for size comparability
< Half the size of Sulzer
SULZER
> 2.5 times the size of Sulzer
Step 4:
Check for business complexity and international
footprint
Manual check to exclude companies that are less
comparable to Sulzer in terms of business
complexity, international footprint and growth
ambition.
56
Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
The revised comparison group reflects Sulzer’s ambitious business strategy.
Benchmarking Peer Group 2024 1
ALCON
AMS
Bucher
Clariant
dormakaba
Geberit
Georg Fischer
Givaudan
Implenia
Landis+Gyr
Logitech
Lonza
Oerlikon
SGS
SIG
SIKA
Straumann
Sonova
Swiss Steel
1) Compared to the previously applicable peer group, ALSO, Forbo, Galenica and Schindler are no longer included as benchmark reference peer companies.
The intention is to pay target compensation in line with the relevant market. Nevertheless,
compensation is not granted based on benchmark results alone. The role, responsibility and
experience, as well as the difference between a new entrant to a role and someone with experience
who has already demonstrated his or her impact in a similar role, are also criteria in determining
compensation. A globally applied job-grading methodology fosters internal equity.
57
Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Compensation elements for the members of the Executive Committee
The Executive Committee’s compensation includes fixed, performance-independent elements to
provide secure income and prevent unreasonable risks. The RC reviews this compensation annually
and, if needed, proposes adjustments for Board approval. To create reasonable incentives, align
interests with shareholders, ensure pay-for-performance, and implement the company’s strategy, the
compensation also includes short- and long-term performance-dependent elements.
Overview of Compensation Components
Components
Description
Link to
principles
Percentage of
total
compensation
of the CEO
Fixed
compensation
Base Salary
Fixed cash compensation paid in equal monthly installments
Offering a
market-
compatible
compensation
35% of
compensation
Benefits
Pension and social security contributions as well as fringe benefits
Variable
Compensation
Term
Performance
Indicators
Target
Amount / Grant
Value
Maximum
amount
Settlement
Short-term
incentive plan
(bonus plan)
One year
Operational
profit, sales,
Operational
operating net
cash flow
90% of base
salary
200% of base
salary
In cash
Incentivizing
strategic goals
and pay-for-
performance
32% of
compensation
Long-term
incentive plan
(PSP 2024)
Three years
Operational
profit growth,
operational
return on
average capital
employed
adjusted
(ROCEA), Total
Shareholder
Return
CEO: 1,000,000
CHF, Other
members of the
Executive
Committe:
330,000 to
400,000 CHF
250% of target
amount
Performance
share units
(PSUs) settled in
shares
Incentivizing
stratigic goals,
pay-for-
performance
and company
ownership
33% of
compensation
Other
compensation
components
Share
Ownership
Guidelines
(SOG)
Obligation to privately invest in Sulzer shares and to hold these shares until the end of the service
period
CEO: 200% of the base salary
Other members of the Executeve Commitee: 100% of the base salary
Ownership
In line with the pay-for-performance principle, a significant portion of the CEO’s compensation (65%)
and the Executive Committee’s compensation (59%) consists of performance-based variable
incentives. The compensation structure also promotes sustainable long-term growth, with long-term
variable compensation being the largest portion of the target total compensation
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Base salary
The Board of Directors determines the base salary based on the market value of the position and the
incumbent’s qualifications, skills and experience. It is paid in cash. An internal job-grading
methodology ensures orientation and promotes internal equity.
Benefits
Members of the Executive Committee participate in the regular employee pension fund for all Swiss
employees. The retirement plan includes a basic plan covering annual earnings up to
and a supplementary plan for income above this limit, up to the legal ceiling (including variable cash
remuneration). Contributions are age-related and shared between the employer and employee.
CHF 152’868
Additionally, each Executive Committee member receives a representation allowance in line with
Swiss management expense regulations, approved by tax authorities.
Short-term incentive plan (bonus plan)
The Short-term Incentive Plan (bonus plan) involves a cash payment after the financial year ends,
based on predefined objectives. These objectives measure both financial and individual performance
for each Executive Committee member. The target bonus is a percentage of the annual base salary:
90% for the CEO and 60% for other members.
In 2024, the financial targets for the bonus plan were further stretched as we embarked on our Sulzer
2028 journey. As a result, achieving these targets became more challenging. To ensure fairness and
align with the pay-for-performance principle, the Board approved an increase in the maximum target
achievement to 250%.
Functionality of the bonus plan
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
The performance is assessed based on the following appraisal process:
Performance appraisal
Step
Action
Description
Step 1:
Target setting
Definition of two to four individual performance
objectives at the beginning of the year
Step 2:
Performance assessment
Performance assessment at the end of the year
Step 3:
Compensation determination
Determination of incentive payouts on the basis of the
company’s or division’s performance and
achievement of the individual objectives
For all Executive Committee members, the bonus plan objectives are divided into two categories:
“Financial performance” and “Individual performance.” The objectives and targets for 2024 are as
follows:
Target Setting
Category
Objectives
Target
Weighting
Financial performance
Operational profitability
Measure of profitability (bottom
line)
25%
Sales
Measure of growth (top line)
25%
Operational operating net cash
flow (operational ONCF)
Measure of cash generated
20%
Individual performance
Sulzer Excellence
Objectives that increase
efficiency, reduce unnecessary
complexity and drive cross-
functional collaboration resulting
in advanced competitiveness
and profitability.
10%
Sulzer 2028
Objectives that contribute to the
ambition of being a top
industrial company with future-
proof, differentiated, high-quality
businesses.
10%
Sustainable Sulzer
Objectives linked to harvesting
opportunities that promote
sustainable resource usage,
energy transition and organic
growth and/or risk mitigation
and compliance. Initiatives
related to Safety & Health (well-
being self, colleagues and
community) and a diverse
workplace may also be
considered
10%
The objectives for the bonus plan are linked to Sulzer’s strategic goal of promoting the sustainable
and profitable growth of the company. They are chosen to provide different incentives for growth and
shareholder value creation.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Strategic link of bonus plan
Objective
Growth
Profitability
Long-term shareholder-value
creation
Bonus plan
Operational profit
Sales
Operational ONCF
Sulzer Excellence
Sulzer 2028
Sustainable Sulzer
Target achievement under the bonus plan
For each financial objective, parameters are set in advance. An expected performance level (“target”)
results in a 100% payout factor. A minimum performance level (“threshold”) is defined, below which
the payout factor is zero, and a maximum performance level (“cap”) is set, above which the payout
factor is capped. The payout factor is interpolated linearly between the threshold and target, and
between the target and cap.
The CEO’s financial objectives are measured 100% based on Sulzer group results. For Division
Presidents, 70% is based on Sulzer group results and 30% on their respective divisional results.
Aligned with Sulzer 2028 ambition, each Executive Committee member receives personal objectives
in three performance categories: “Sulzer Excellence,” “Sulzer 2028” and “Sustainable Sulzer” at the
start of the financial year. The CEO reviews the individual performance of each Executive Committee
member based on their personal objectives, and this review is then evaluated by the RC. The Lead
Independent Director, in close consultation with the Chair of the RC, assesses the CEO’s individual
performance.
A payout factor is determined for each objective based on actual performance. The weighted average
of these payout factors is multiplied by the target bonus amount to calculate the actual bonus, which
is paid out in March of the following year.
Sulzer strives for transparency in relation to pay-for-performance. To ensure transparency while
avoiding competitive risk, Sulzer provides a general performance assessment for each financial
objective as well as the aggregated individual performance at the end of the performance cycle.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
In 2024, the bonus plan target achievement for the financial performance was as follows:
Bonus plan target achievement
Objectives
Target achievement (Payout factor)
Operational profitability
140%
Sales
145%
Operational operating net cash flow (operational
ONCF)
172%
For 2024, the financial component of the bonus averaged at 153% and the individual performance
averaged at 144%.
Overall, the combined financial and individual performance resulted in a bonus payout factor ranging
from 137% to 166% (average 153%) for Executive Committee members.
Performance share plan (PSP)
The Performance Share Plan (PSP) incentivizes long-term shareholder value by granting performance
share units (PSUs) to Executive Committee members. PSUs are conditional rights to company shares,
subject to ongoing employment and achieving strategic/financial targets at the Group level over a
three-year period.
The PSP aligns participants’ interests with shareholders by delivering a substantial portion of
compensation as company equity. This supports Sulzer’s focus on pay-for-performance, sustainable
growth, and employee retention. It is a fair and attractive element of long-term variable remuneration
for key management, emphasizing excellent, sustainable performance.
The PSP, with annual grants, is available exclusively to Executive Committee and Sulzer Management
Team (SMT) members. The number of PSUs granted is calculated by dividing the grant value by the
three-month volume-weighted average share price before the grant date (units prorated based on
employment entry date). The grant value is determined by the executive’s role level and amounts to:
Chief Executive Officer: CHF 1’000’000
Members of the Executive Committee: CHF 330’000 – CHF 400’000 (determined by the Board of
Directors)
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
The following table outlines the performance criteria.
Key performance criteria measured over the three-year performance period of the PSUs
Operational Profit
Absolute Operational Profit growth before restructuring, amortization, impairments and non-operational
items is an absolute value reflecting the planned value in the last year of the performance period.
Average Operational
ROCEA
Average operational return on capital employed (operational ROCEA) is the sum of adjusted operational
return on capital employed (operational ROCE) based on audited figures in each fiscal year of the
performance period, divided by the number of such years.
Relative Total
Shareholder Return
Relative Total Shareholder Return (TSR) is defined as share price growth plus dividends during the vesting
period by the ending share price, measured against peers.
The PSP objectives are aligned with Sulzer’s strategic goal of promoting sustainable and profitable
growth. They are designed to incentivize growth and create shareholder value.
Strategic link of PSP
Growth
Profitability
Long-term
shareholder value
creation
PSP
Operational profit growth
Operational ROCEA
Relative TSR
Functioning of the PSP Performance at a glance
Target achievement under the Performance Share Plan
For each PSP performance condition, an expected performance level (“target”) is defined, resulting in
a 100% payout factor. A minimum performance level (“threshold”) is set, below which the payout
factor is zero, and a maximum level (“cap”) is set, capping the payout factor at 250%. The payout
factor is interpolated linearly between the threshold and target, and between the target and cap.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Sulzer aims for transparency in pay-for-performance and discloses all relevant information that does
not pose strategic disadvantages. The target achievement can be illustrated in a target achievement
curve as follows:
Target achievement curve of the PSP performance conditions
Relative total shareholder return (TSR) target achievement
Relative total shareholder return (TSR) is measured based on the performance against a predefined
peer group of international peers, measured as a percentile ranking, aligned with the target
achievement curve as follows:
Threshold: 25th percentile ranking
Target: median ranking
Outperformance (cap): 75th percentile ranking
The target achievement curve of the relative TSR can be illustrated as follows:
Target achievement curve of the relative TSR
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
The current peer group for the measurement of the relative TSR consists of the following companies:
Peer group for relative TSR performance of PSP 2024
Andritz
Burckhardt
Compression
Ebara
Flowserve
Georg Fischer
ITT
OC Oerlikon
Pentair
Wood Group
Xylem
The Board of Directors can change the peer group composition if necessary, such as in cases of
mergers, acquisitions, delistings or significant business changes in a peer company. In such
situations, the Board will select new peer companies from a predefined successor list.
Financial objectives target achievement
To ensure transparency while avoiding competitive risk, Sulzer provides a general performance
assessment for each criterion at the end of the performance cycle. The PSP framework, eligibility and
grant entitlement remained unchanged in 2024, except for specific performance targets for each grant
cycle.
PSP 2022 performance
Over the past three years, Sulzer significantly grew its operational profit through the Sulzer 2028
ambition and leveraged strong market momentum in 2024. This performance resulted in an
achievement factor of 250% compared to the original PSP target set by the Board.
Operational ROCEA also achieved a factor of 250%, thanks to continuous profitability improvements
and better capital management through the Sulzer 2028 ambition.
With Sulzer’s share price in the 75th percentile compared to international peers, the relative TSR
achieved a factor of 250%, resulting in a total payout factor of 250% for PSP 2022, subject to the
original grant value cap.
PSP target achievement
Objectives
Target achievement (Payout factor)
Operational profit growth
250%
Operational ROCEA
250%
Relative TSR
250%
Overall, the PSP vesting levels accurately reflected operational performance, including against direct
peers, over their respective three-year cycles. The success of the Sulzer 2028 ambition ensured a
strong link between sustainable company performance and competitive long-term incentive payouts.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Vesting of PSUs under the Performance Share Plan
On the vesting date, the number of vested PSUs is calculated by multiplying the initial PSUs granted
by the weighted average achievement factor of each performance condition. Each vested PSU results
in one Sulzer share for the participant.
While performance assessment affects the number of vested PSUs and shares delivered, the share
value may also increase over the three-year period, impacting the total value delivered. Therefore, the
number of vested PSUs is capped at 250% of the original grant value. After applying this cap, the
overall payout factor for PSP 2022 is reduced to 147%.
In the event of termination of employment, the following provisions apply:
Provisions by the event of termination
Type of termination
Provision
By the employer for
cause
Unvested PSUs are forfeited.
As a result of retirement
Vesting and performance measurement of PSUs continues according to plan, no early allocation of the
shares.
Any other reason
The number of unvested PSUs vest on pro rata basis (number of calendar days between grant date and
termination date) according to the achievement factor at the end of the vesting period. There is no early
allocation of the shares.
In the event of an Executive Committee member’s death, pro-rated PSUs will vest immediately,
pending a performance assessment by the Board of Directors. If a change of control occurs, PSUs
will also vest immediately, subject to the Board’s performance assessment. The Board may opt for a
cash settlement of the awards in such cases.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the CEO and Executive Committee members
Compensation of the Executive Committee for 2024
Compensation of the Executive Committee: overview
As part of the regular review of the Executive Committee’s compensation, the compensation levels for
all members of the Executive Committee were increased slightly in 2024 to ensure competitiveness of
the compensation.
Our excellent performance in 2023, coupled with our ambition for growth and excellence through our
Sulzer 2028 strategy, required the Executive Committee to be compensated in a way that both
rewards and stimulates growth and value creation for the shareholders. This included reflecting on
growing roles and responsibilities and individual performance as well as evolving market trends,
consistent with company performance.
In 2024, the Executive Committee received a total compensation of kCHF 12’548 (down from kCHF
13’808 the previous year). This included kCHF 7’086 in base salary and bonus (previous year: kCHF
8’599), kCHF 3’850 in PSUs (previous year: kCHF 3’231), kCHF 1’591 in pension and social security
contributions (previous year: kCHF 1’892), and kCHF 21 in other payments (previous year: kCHF 86).
Compensation of the Executive Committee
2024
Cash compensation
Deferred compensation
based on future performance
thousands of CHF
Base
salary
Bonus 1)
Other 2)
Pension and
social security
contribu-
tions 3)
Total cash-
based
compensation
Estimated
value of
share-based
grant under
the
performance
share plan
(PSP) 4)
Total (incl.
conditional
share-based
grant)
Highest single compensation,
Suzanne Thoma, CEO
1’050
1’566
-
427
3’043
1’318
4’361
Total Executive Committee
3’405
3’681
21
1’591
8’698
3’850
12’548
1) Expected bonus for the performance year 2024, to be paid out in the following year (accrual principle).
2) Other consists of tax services and relocation costs.
3) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2024 (PSP).
4) Represents the full fair value of the PSUs granted under the PSP in 2024. PSUs granted in 2024 had a fair value of CHF 125.65 at grant date, based on a third-party fair value
calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF
95.33 per PSU for 2024 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the original
grant value according to the compensation architecture and the disclosed fair market values.
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Executive Committee for 2024
2023
Cash compensation
Deferred compensation
based on future performance
thousands of CHF
Base
salary
Bonus 2)
Other 3)
Pension and
social security
contribu-
tions 4)
Total cash-
based
compensation
Estimated
value of
share-based
grant under
the
performance
share plan
(PSP) 5)
Total (incl.
conditional
share-based
grant)
Highest single compensation,
Suzanne Thoma, CEO
950
1’314
-
395
2’659
1’129
3’788
Total Executive Committee 1)
4’201
4’398
86
1’892
10’577
3’231
13’808
1) Out of the total sum, kCHF 1’827 was paid to one former member of the Executive Committee, Frédéric Lalanne, former CEO. In 2023, no other payments to former members of the
Executive Committee were made.
2) Expected bonus for the performance years 2023, to be paid out in the following year (accrual principle).
3) Other consists of schooling allowances and tax services.
4) Includes the employer contribution to social security (including the expected employer contributions on equity awards), based on the fair value of all grants made in 2023 (PSP).
5) Represents the full fair value of the PSUs granted under the PSP in 2023. PSUs granted in 2023 had a fair value of CHF 88.38 at grant date, based on a third-party fair value
calculation. While the share price to convert the grant value into a number of granted PSUs is based on the three-month weighted average share price before the grant date (CHF
78.26 per PSU for April 2023 grants), the disclosed fair values are calculated on the grant dates by using market value approaches, which typically leads to differences between the
original grant value according to the compensation architecture and the disclosed fair market values.
The Executive Committee’s total compensation in 2024 decreased by 8% from the previous year,
primarily due to discontinued payments to former EC members.
The total compensation of kCHF 12’548 awarded to the Executive Committee members for 2024 is
within the maximum aggregate amount of kCHF 16’500 approved by shareholders at the 2023 AGM.
No severance payments were issued to Executive Committee members in the current or prior year.
Additionally, no compensation was granted to any related parties of the Executive Committee
members in either year.
As of December 31, 2024, and December 31, 2023, there were no outstanding loans or credits
granted to Executive Committee members, former members or related parties.
Compensaton for the Executive Committee: pay-for-performance assessment
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Executive Committee for 2024
Over the past three years, Sulzer has enhanced its sales, operational profitability and operational net
cash flow through the Sulzer 2028 ambition. In 2024, we stretched our targets and were still able to
deliver another high-performing year. In line with our pay-for-performance principle, this resulted in a
proportionate variable compensation payout.
This pay-for-performance relationship underscores Sulzer’s high-performance orientation and
highlights the company’s strong emphasis on aligning the interests of the Executive Committee with
those of the shareholders to create long-term shareholder value and profitable growth.
Malus and clawback
The Board of Directors may determine that variable compensation is forfeited in full or in part (malus)
or that a vested award will be recovered in full or in part (clawback) in situations of material
misstatement of the financial results, an error in assessing a performance condition or in the
information or assumptions on which the award was granted or vested, serious reputational damage
to the company, gross negligence, or willful misconduct on the part of the participant.
Sulzer may recover in full or in part any variable compensation from Executive Committee members in
situations of material misstatement of the financial results, an error in assessing a performance
condition or gross misconduct of the participant.
Further information on share-based compensation can be found in
to the consolidated
financial statements of Sulzer. In 2024, no malus or clawback were applied.
note 31
Shareholding requirements
Shareholding requirements for members of the Executive Committee were introduced with effect from
2020. According to these share ownership guidelines (SOGs), the members of the Executive
Committee are obliged to hold part of their shares until the end of their service period. The value of
the shares to be held is set at 200% of the annual gross base salary for the CEO and 100% of the
annual gross base salary for the other members of the Executive Committee.
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Executive Committee for 2024
Shareholding requirements as a percentage of base salary
Shareholdings of the members of the Executive Committee
As of the end of 2023 and 2024, the members of the Executive Committee held the following shares,
share-based instruments or options in the company:
Shareholdings at December 31, 2024
2024
Sulzer shares
Share units under vesting in equity plan
Sulzer
shares 1)
Performance share
units (PSU) 2022
Performance share
units (PSU) 2023
Performance share
units (PSU) 2024
Executive Committee
11’171
14’679
33’865
28’437
Suzanne Thoma, CEO
4’374
2’120
12’778
10’490
Thomas Zickler, CFO
5’697
5’074
5’112
4’196
Haining Auperin, CHRO
-
1’142
4’217
3’462
Tim Schulten, Division President Chemtech
1’100
5’074
5’112
4’196
Jan Lüder, Division President Flow
-
-
5’112
4’196
Ravin Ramsamy, Division President Services
-
1’269
1’534
1’897
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No related parties own any shares.
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Executive Committee for 2024
Shareholdings at December 31, 2023
2023
Sulzer shares
Share units under vesting in equity plan
Sulzer
shares 1)
Performance share
units (PSU) 2021
Performance share
units (PSU) 2022
Performance share
units (PSU) 2023
Executive Committee
11’114
4’264
14’362
36’548
Suzanne Thoma, CEO
2’559
-
2’120
12’778
Thomas Zickler, CFO
3’402
1’212
5’074
5’112
Haining Auperin, CHRO
5’153
1’364
1’142
4’217
Tim Schulten, Division President Services
-
1’212
5’074
5’112
Jan Lüder, Division President Flow Equipment
-
-
-
5’112
Uwe Boltersdorf, Division President Chemtech
-
476
952
4’217
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire. No related parties own any shares.
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Executive Committee for 2024
Compensation architecture for the Board of
Directors
The compensation of the Board of Directors is fixed and does not contain any performance-based
variable component. This ensures that the Board of Directors is truly independent in fulfilling its
supervisory duties towards the Executive Committee.
The compensation of the Board of Directors is governed by a compensation regulation, is reviewed by
the Remuneration Committee (RC) annually and, if necessary, adjusted by a decision of the full Board
of Directors based on a proposal by the RC.
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. Each RSU represents a right to receive a Sulzer
share free of charge after a certain period, as further detailed below. Further, Board members are
entitled to a lump sum to cover business expenses. The RSU component strengthens the long-term
alignment of the interests of the Board members with those of the shareholders. To reinforce the
focus of the Board of Directors on the long-term strategy and to strengthen its independence from the
Executive Committee, the compensation of the Board of Directors contains no performance-related
elements and non-executive Board members are not entitled to pension benefits.
The amount of compensation for the Chairperson and for the other members of the Board of Directors
is determined based on the relevant compensation benchmarks. The list of companies is the same
peer group as listed under the Compensation benchmark of the members of the Executive Committee
(see the Benchmark Peer Group graph in the
chapter). The compensation reflects the responsibility and complexity of their respective
function, the professional and personal requirements placed on them, and the expected time required
to fulfill their duties. The ongoing Board compensation structure and amounts are described in the
table below:
Compensation Architecture for the CEO and members of
the EC
Annual compensation of the Board of Directors1
in CHF
Cash component (net of
social security
contributions)
Grant value of RSUs (net
of social security
contributions)
Lump-sum expenses
Base fee for Board Chair 2)
420’000
10’000
Base fee for Board Vice Chair
100’000
155’000
5’000
Base fee for Board members
70’000
125’000
5’000
Additional committee fees:
Audit Committee / Strategy and Sustainability Committee Chair
60’000
Audit Committee / Strategy and Sustainability Committee
members
35’000
Nomination / Remuneration Committee / Governance
Committee Chair
35’000
Nomination / Remuneration / Governance Committee members
20’000
1) Compensation for the period of service (from AGM to AGM).
2) The Chair of the Board of Directors does not receive additional remuneration for committee activities.
To align with market practices, the cash component for the Chairperson of the Nomination and
Remuneration Committees was adjusted to CHF 35’000 to differentiate their responsibilities from
those of other committee members.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the Board of Directors
Board members are compensated for their service from AGM to AGM. Cash compensation is paid
quarterly for Board members and monthly for the Chairperson. The expense lump sum is paid in
December, and RSUs are granted annually. The number of RSUs is determined by dividing the fixed
grant value by the volume-weighted average share price of the last ten trading days before the grant
date, which is the AGM date they were elected. One-third of the RSUs vest on March 25 each year
following the grant date, or the next weekday if it falls on a weekend.
Upon vesting, each RSU converts into one company share. The vesting period for RSUs ends when
the member steps down from the Board. Although the RSU grant value is fixed at the grant, it
fluctuates with the share price during the vesting period, so the value at vesting can differ from the
grant value.
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Sulzer Annual Report 2024 – Compensation report – Compensation architecture for the Board of Directors
Compensation of the Board of Directors for 2024
Overview
In 2024, the Board of Directors received total compensation of kCHF 2’349 (up from kCHF 2’283 in
the previous year). This included kCHF 1’302 in cash fees (previous year: kCHF 1’231), kCHF 780 in
RSUs (same as previous year) and kCHF 267 in social security contributions (previous year: kCHF
272).
The total Board compensation paid in 2024 was 3% higher than in 2023, mainly due to aligning
compensation for committee membership. The aggregate Board compensation was below the
maximum amount approved at the AGM 2024.
The portion of compensation delivered in RSUs ranged between 74% and 139% of the cash
compensation for Board members. The RSUs have a staged three-year vesting period.
Compensation of the Board of Directors
2024
thousands of CHF
Cash fees 1)
Restricted
share unit
(RSUs) plan 2)
Social security
contributions 3)
Total
Board of Directors
1’302
780
267
2’349
Suzanne Thoma, Chair of the Board of Directors, Chair of the Strategy & Sustainability
Committee and Member of the Nomination Committee
420
-
53
472
Markus Kammüller, Lead Independent Director, Vice-Chair of the Board of Directors,
Chair of the Governance Committee, Member of the Remuneration Committee and
Member of the Audit Committee
190
155
44
389
Alexey Moskov, Member of the Remuneration Committee
90
125
28
243
David Metzger, Member of the Audit Committee and Member of the Strategy &
Sustainability Committee
140
125
34
299
Per Utnegaard, Chair of Nomination Committee and Member of Strategy &
Sustainability Committee
136
125
34
295
Hariolf Kottmann, Chair of the Remuneration Committee, Member of Strategy &
Sustainability Committee and Member of the Governance Committee
156
125
36
318
Prisca Havranek-Kosicek, Chair of the Audit Committee, Member of Nomination
Committee and Member of the Governance Committee
170
125
38
333
1) Disclosed gross.
2) RSU awards granted in 2024 had a fair value of CHF 112.58 at grant date. The amount represents the full fair value of grants made in 2024.
3) The amount includes mandatory social security contributions on the cash fees and estimated contributions on the RSU (based on their fair value at grant) and includes both the
employer and employee contributions paid by the company on behalf of the Board members.
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Sulzer Annual Report 2024 – Compensation report – Compensation of the Board of Directors for 2024
2023
thousands of CHF
Cash fees 3)
Restricted
share unit
(RSUs) plan 4)
Social security
contributions 5)
Total
Board of Directors
1’231
780
272
2’283
Suzanne Thoma, Chair of the Board of Directors, Chair of the Strategy & Sustainability
Committee and Member of the Nomination Committee
420
-
55
475
Markus Kammüller, Lead Independent Director, Vice-Chair of the Board of Directors,
Chair of the Governance Committee, Member of the Remuneration Committee and
Member of the Audit Committee
174
155
44
373
Alexey Moskov, Member of the Remuneration Committee
90
125
30
245
David Metzger, Member of the Audit Committee and Member of the Strategy &
Sustainability Committee
140
125
37
302
Per Utnegaard, Chair of Nomination Committee and Member of Strategy &
Sustainability Committee 1)
94
125
30
249
Hariolf Kottmann, Chair of the Remuneration Committee, Member of Strategy &
Sustainability Committee and Member of the Governance Committee 1)
109
125
32
266
Prisca Havranek-Kosicek, Chair of the Audit Committee, Member of Nomination
Committee and Member of the Governance Committee 1)
128
125
34
287
Hanne Birgitte Breinbjerg Sørensen 2)
42
-
6
48
Matthias Bichsel 2)
34
-
4
38
1) Member of the Board of Directors since AGM 2023.
2) Member of the Board of Directors until AGM 2023.
3) Disclosed gross.
4) RSU awards granted in 2023 had a fair value of CHF 77.05 at grant date. The amount represents the full fair value of grants made in 2023. Suzanne Thoma will not receive RSUs while
participating in the PSP as CEO.
5) The amount includes mandatory social security contributions on the cash fees and estimated contributions on the RSU (based on their fair value at grant) and includes both the
employer and employee contributions paid by the company on behalf of the Board members.
At the 2023 and 2024 AGMs, shareholders approved a maximum aggregate compensation amount of
kCHF 2’984 for the Board of Directors. The table below shows the reconciliation between the
compensation paid or to be paid for the two periods of office and the maximum amounts approved by
the shareholders.
Maximum aggregate for the period from AGM to AGM
thousands of CHF
Total compensation earned for the
period from AGM to AGM
Amount approved by shareholders at
respective AGM
Ratio between compensation earned
for the period from AGM to AGM
versus amount approved by
shareholders
AGM 2024–AGM 2025
2024 AGM to 2025 AGM
2024 AGM
2024 AGM
Board (total)
2’357
2’984
79.0%
AGM 2023–AGM 2024
2023 AGM to 2024 AGM
2023 AGM
2023 AGM
Board (total)
2’339
2’984
78.4%
Note: The table format has changed in line with market practice to simplify the overview of compensation earned with what has been approved.
As of December 31, 2024, and December 31, 2023, no outstanding loans or credits were granted to
current or former Board members or related parties.
In both 2024 and 2023, no compensation was granted to former Board members or related parties.
75
Sulzer Annual Report 2024 – Compensation report – Compensation of the Board of Directors for 2024
Shareholdings of the members of the Board of Directors
As of the end of 2024 and 2023, the members of the Board of Directors held the following shares,
share-based instruments or options in the company:
Shareholdings at December 31, 2024
2024
Sulzer
shares 1)
Restricted share units
(RSU)
Total share awards and
shares
Board of Directors
15’866
16’373
27’865
Suzanne Thoma
4’374
1’071
1’071
Markus Kammüller
1’743
3’255
4’998
Alexey Moskov
3’791
2’731
6’522
David Metzger
3’413
2’731
6’144
Per Utnegaard
1’375
2’195
3’570
Hariolf Kottmann
1’170
2’195
3’365
Prisca Havranek-Kosicek
-
2’195
2’195
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire.
Shareholdings at December 31, 2023
2023
Sulzer
shares 1)
Restricted share units
(RSU)
Total share awards and
shares
Board of Directors
9’320
17’430
26’750
Suzanne Thoma
2’559
2’886
5’445
Markus Kammüller
536
3’085
3’621
Alexey Moskov 2)
2’114
3’295
5’409
David Metzger
1’736
3’295
5’031
Per Utnegaard
1’375
1’623
2’998
Hariolf Kottmann
1’000
1’623
2’623
Prisca Havranek-Kosicek
-
1’623
1’623
1) Total shares in all individual accounts, collected through the Corporate Governance Questionnaire.
2) In addition, as collected through the Corporate Governance Questionnaire, Mr. Moskov’s related parties own 2’217 Sulzer shares.
76
Sulzer Annual Report 2024 – Compensation report – Compensation of the Board of Directors for 2024
Report on the Audit of the Compensation Report
Opinion
We have audited the Compensation Report of Sulzer Ltd (the Company) for the year ended December
31, 2024. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of
Obligations (CO) contained in the sections "
", “
”, "
", “
”, "
" and "
" of the
Compensation Report.
Activities in other
organizations
Compensation of the Executive Committee
Shareholdings of the members of the
Executive Committee
Compensation of the Board of Directors
Maximum aggregate for the
period from AGM to AGM
Shareholdings of the members of the Board of Directors
In our opinion, the information pursuant to Art. 734a-734f CO in the accompanying Compensation
Report complies with Swiss law and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our
responsibilities under those provisions and standards are further described in the “Auditor’s
Responsibilities for the Audit of the Compensation Report” section of our report. We are independent
of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the sections “Activities in other
organizations”, “Compensation of the Executive Committee: overview”, “Shareholdings of the
members of the Executive Committee”, “Compensation of the Board of Directors: overview”, and
“Shareholdings of the members of the Board of Directors” in the Compensation Report, the
consolidated financial statements, the stand-alone financial statements and our auditor’s reports
thereon.
Our opinion on the Compensation Report does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the Compensation Report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
77
Sulzer Annual Report 2024 – Compensation report – Auditor’s report
audited financial information in the Compensation Report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors’ Responsibilities for the Compensation Report
The Board of Directors is responsible for the preparation of a Compensation Report in accordance
with the provisions of Swiss law and the Company’s articles of incorporation, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of a
Compensation Report that is free from material misstatement, whether due to fraud or error. The
Board of Directors is also responsible for designing the compensation system and defining individual
compensation packages.
Auditor’s Responsibilities for the Audit of the Compensation Report
Our objectives are to obtain reasonable assurance about whether the information pursuant to Art.
734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of this Compensation Report.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement in the Compensation Report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made.
We communicate with the Board of Directors or its relevant committee regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
78
Sulzer Annual Report 2024 – Compensation report – Auditor’s report
We also provide the Board of Directors or its relevant committee with a statement that we have
complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
KPMG AG
Rolf Hauenstein
Licensed Audit Expert
Auditor in Charge
Miriam von Gunten
Licensed Audit Expert
Zurich, February 26, 2025
KPMG AG, Badenerstrasse 172, CH-8036 Zurich
© 2025 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
79
Sulzer Annual Report 2024 – Compensation report – Auditor’s report
Financial
reporting
81 Consolidated income statement
82 Consolidated statement of comprehensive income
83 Consolidated balance sheet
84 Consolidated statement of changes in equity
86 Consolidated statement of cash flows
88 Notes to the consolidated financial statements
173 Auditor’s report
179 Supplementary information
187 Financial statements of Sulzer Ltd
187 Balance sheet of Sulzer Ltd
188 Income statement of Sulzer Ltd
189 Statement of changes in equity of Sulzer Ltd
190 Notes to the financial statements of Sulzer Ltd
197 Auditor’s report
Consolidated income statement
January 1 – December 31
millions of CHF
Notes
2024
2023
Sales
2, 19
3’530.6
3’281.7
Cost of goods sold
–2’347.4
–2’197.1
Gross profit
1’183.2
1’084.6
Selling and distribution expenses
–335.2
–323.7
General and administrative expenses
–382.5
–370.6
Research and development expenses
9
–76.4
–70.8
Net impairment release / (loss) on contract assets and trade
accounts receivable
–0.6
0.9
Other operating income / (expenses), net
10
–6.0
9.2
Operating income (EBIT)
382.5
329.7
Interest and securities income
11
19.6
18.3
Interest expenses
11
–29.3
–30.3
Other financial income / (expenses), net
11
–15.5
–10.3
Share of profit / (loss) of associates and joint ventures
16
–3.8
–3.2
Income before income tax expenses
353.5
304.3
Income tax expenses
12
–88.2
–73.8
Net income
265.4
230.5
– thereof attributable to shareholders of Sulzer Ltd
261.9
229.1
– thereof attributable to non-controlling interests
3.5
1.3
Earnings per share (in CHF)
Basic earnings per share
24
7.73
6.76
Diluted earnings per share
24
7.64
6.67
81
Sulzer Annual Report 2024 – Financial reporting – Consolidated income statement
Consolidated statement of comprehensive
income
January 1 – December 31
millions of CHF
Notes
2024
2023
Net income
265.4
230.5
Items that may be reclassified subsequently to the income
statement
Cash flow hedges, net of tax
28
–7.5
8.3
Currency translation differences
30.7
–146.0
Total of items that may be reclassified subsequently to the
income statement
23.2
–137.7
Items that will not be reclassified to the income statement
Remeasurements of defined benefit plans, net of tax
8
0.8
128.8
Equity investments at FVOCI – net change in fair value, net of
tax
17
–4.9
0.6
Total of items that will not be reclassified to the income
statement
–4.0
129.3
Total other comprehensive income
19.1
–8.3
Total comprehensive income for the period
284.5
222.1
- thereof attributable to shareholders of Sulzer Ltd
280.6
221.6
- thereof attributable to non-controlling interests
3.9
0.6
82
Sulzer Annual Report 2024 – Financial reporting – Consolidated statement of comprehensive income
Consolidated balance sheet
December 31
millions of CHF
Notes December 31, 2024 December 31, 2023
Non-current assets
Goodwill
13
661.4
637.9
Other intangible assets
13
178.5
196.8
Property, plant and equipment
14
387.8
348.2
Lease assets
15
105.2
93.2
Associates and joint ventures
16
53.0
54.7
Other non-current financial assets
17
30.2
38.4
Defined benefit assets
8
144.0
170.5
Non-current receivables
1.9
1.2
Deferred income tax assets
12
153.6
144.9
Total non-current assets
1’715.5
1’685.9
Current assets
Inventories
18
515.1
495.1
Current income tax receivables
28.4
30.4
Advance payments to suppliers
94.7
86.8
Contract assets
19
500.1
430.1
Trade accounts receivables
20
680.2
540.8
Other current receivables and prepaid expenses
21
118.8
123.4
Current financial assets
17
1.0
2.3
Cash and cash equivalents
22
1’060.6
974.7
Total current assets
2’998.8
2’683.5
Total assets
4’714.3
4’369.5
Equity
Share capital
23
0.3
0.3
Reserves
1’223.3
1’095.0
Equity attributable to shareholders of Sulzer Ltd
1’223.6
1’095.4
Non-controlling interests
11.5
3.2
Total equity
1’235.1
1’098.6
Non-current liabilities
Non-current borrowings
25
745.0
795.2
Non-current lease liabilities
15
78.3
69.0
Deferred income tax liabilities
12
67.9
83.2
Non-current income tax liabilities
12
8.1
2.7
Defined benefit obligations
8
106.1
127.3
Non-current provisions
26
46.2
46.7
Other non-current liabilities
7.3
1.2
Total non-current liabilities
1’058.9
1’125.3
Current liabilities
Current borrowings
25
312.0
261.1
Current lease liabilities
15
26.6
23.9
Current income tax liabilities
43.1
44.1
Current provisions
26
143.8
145.3
Contract liabilities
19
531.3
451.0
Trade accounts payable
388.2
367.7
Other current and accrued liabilities
27
975.2
852.4
Total current liabilities
2’420.3
2’145.6
Total liabilities
3’479.1
3’270.8
Total equity and liabilities
4’714.3
4’369.5
83
Sulzer Annual Report 2024 – Financial reporting – Consolidated balance sheet
Consolidated statement of changes in equity
January 1 – December 31
Attributable to shareholders of Sulzer Ltd
millions of CHF
Notes
Share
capital
Retained
earnings
Treasury
shares
Cash flow
hedge
reserve
Currency
translation
adjustment
Total
Non-
controlling
interests
Total
equity
Equity as of January 1, 2024
0.3
1’979.5
–36.7
4.2
–852.0
1’095.4
3.2
1’098.6
Comprehensive income for the period:
Net income
261.9
261.9
3.5
265.4
- Cash flow hedges, net of tax
28
–
–
–
–7.5
–
–7.5
–
–7.5
- Remeasurements of defined benefit
plans, net of tax
8
–
0.8
–
–
–
0.8
–
0.8
- Equity investments at FVOCI – net
change in fair value, net of tax
17
–
–4.9
–
–
–
–4.9
–
–4.9
- Currency translation differences
–
–
–
–
30.3
30.3
0.4
30.7
Other comprehensive income
–
–4.0
–
–7.5
30.3
18.7
0.4
19.1
Total comprehensive income for the
period
–
257.8
–
–7.5
30.3
280.6
3.9
284.5
Transactions with owners of the company:
Changes in non-controlling interests
–
–3.2
–
–
–
–3.2
3.2
0.0
Transactions with non-controlling interests
3
–
–6.1
–
–
4.6
–1.5
1.5
0.0
Contribution from medmix
23
–
0.1
–
–
–
0.1
0.1
Allocation of treasury shares to share plan
participants
–
–18.3
18.3
–
–
–
–
Purchase of treasury shares
23
–
–
–33.2
–
–
–33.2
–33.2
Share-based payments
30
–
12.7
–
–
–
12.7
12.7
Dividends
23
–
–127.3
–
–
–
–127.3
–0.3
–127.6
Equity as of December 31, 2024
23
0.3
2’095.2
–51.6
–3.2
–817.2
1’223.6
11.5
1’235.1
84
Sulzer Annual Report 2024 – Financial reporting – Consolidated statement of changes in equity
January 1 – December 31
Attributable to shareholders of Sulzer Ltd
millions of CHF
Notes
Share
capital
Retained
earnings
Treasury
shares
Cash flow
hedge
reserve
Currency
translation
adjustment
Total
Non-
controlling
interests
Total
equity
Equity as of January 1, 2023
0.3
1’777.7
–42.9
–4.1
–706.7
1’024.3
4.4
1’028.6
Comprehensive income for the period:
Net income
229.1
229.1
1.3
230.5
- Cash flow hedges, net of tax
28
–
–
–
8.3
–
8.3
–
8.3
- Remeasurements of defined benefit
plans, net of tax
8
–
128.8
–
–
–
128.8
–
128.8
- Equity investments at FVOCI – net
change in fair value, net of tax
17
–
0.6
–
–
–
0.6
–
0.6
- Currency translation differences
–
–
–
–
–145.3
–145.3
–0.7
–146.0
Other comprehensive income
–
129.3
–
8.3
–145.3
–7.6
–0.7
–8.3
Total comprehensive income for the
period
–
358.5
–
8.3
–145.3
221.6
0.6
222.1
Transactions with owners of the company:
Acquisition of non-controlling interests
without a change in control
3
–
–22.4
0.0
–22.4
–0.4
–22.8
Transactions with non-controlling interests
23
–1.1
–1.1
Contribution from medmix
23
–
0.3
–
–
–
0.3
0.3
Allocation of treasury shares to share plan
participants
–
–27.2
27.2
–
–
–
–
Purchase of treasury shares
23
–
–20.9
–
–
–20.9
–20.9
Share-based payments
30
–
11.6
–
–
–
11.6
11.6
Dividends
23
–
–118.9
–
–
–
–118.9
–0.3
–119.2
Equity as of December 31, 2023
23
0.3
1’979.5
–36.7
4.2
–852.0
1’095.4
3.2
1’098.6
85
Sulzer Annual Report 2024 – Financial reporting – Consolidated statement of changes in equity
Consolidated statement of cash flows
January 1 – December 31
millions of CHF
Notes
2024
2023
Cash and cash equivalents as of January 1, as per balance
sheet
974.7
1’196.3
Cash and cash equivalents classified as held for sale
–
28.6
Cash and cash equivalents as of January 1
974.7
1’224.9
Net income
265.4
230.5
Interest and securities income
11
–19.6
–18.3
Interest expenses
11
29.3
30.3
Income tax expenses
12
88.2
73.8
Depreciation, amortization and impairments
13, 14, 15
120.2
108.2
Loss / (gain) from disposals of tangible and intangible assets,
net
10
–0.3
–0.5
Changes in inventories
–7.0
–17.0
Changes in advance payments to suppliers
–5.9
–19.6
Changes in contract assets
–55.6
–11.4
Changes in trade accounts receivable
–124.7
15.8
Changes in contract liabilities
66.6
100.9
Changes in trade accounts payable
14.4
–46.1
Changes in employee benefit plans
–2.1
–4.1
Changes in provisions
–6.3
–4.7
Changes in other net current assets
51.9
–22.7
Other non-cash items
11.4
20.4
Interest received
17.3
18.3
Interest paid
–23.7
–25.9
Income tax paid
–95.6
–65.6
Total cash flow from operating activities
323.8
362.2
Purchase of intangible assets
13
–9.7
–6.1
Proceeds from the sale of intangible assets
13
0.0
–
Purchase of property, plant and equipment
14
–82.7
–59.5
Proceeds from the sale of property, plant and equipment
14
3.5
4.6
Acquisitions of subsidiaries, net of cash acquired
3
–13.1
–1.3
Divestitures and deconsolidation of subsidiaries, net of cash
derecognized
4
–
–26.6
Acquisitions of associates and joint ventures
16
–
–17.8
Dividends from associates
16
0.1
0.2
Purchase of other non-current financial assets
17
–1.7
–0.6
Purchase of current financial assets
17
–0.4
–0.7
Repayments of financial assets
17
5.8
2.9
Total cash flow from investing activities
–98.2
–104.8
86
Sulzer Annual Report 2024 – Financial reporting – Consolidated statement of cash flows
Dividends paid to shareholders of Sulzer Ltd
23
–86.5
–80.9
Dividends paid to non-controlling interests in subsidiaries
–0.3
–0.3
Purchase of treasury shares
23
–33.2
–20.9
Payments of lease liabilities
15
–29.7
–28.3
Divestiture (Acquisition) of non-controlling interests
3
–0.3
–19.4
Proceeds from non-current borrowings
25
249.3
–
Proceeds from current borrowings
25
42.3
26.0
Repayments of current borrowings
25
–293.3
–324.9
Total cash flow from financing activities
–151.6
–448.6
Exchange gains / (losses) on cash and cash equivalents
11.9
–59.0
Net change in cash and cash equivalents
85.9
–250.3
Cash and cash equivalents as of December 31
22
1’060.6
974.7
As of December 31, 2024, cash related to an overdue advance payments from a customer in the
amount of CHF 30.4 million was held in an agent account and was fully received on January 7, 2025.
The amount was not included in cash and cash equivalents as at December 31, 2024.
For the calculation of free cash flow (FCF), reference is made to the section “
”.
Financial review
87
Sulzer Annual Report 2024 – Financial reporting – Consolidated statement of cash flows
Notes to the consolidated financial statements
89
General information
01
90
Segment information
02
96
Acquisitions of subsidiaries and transactions with non-controlling interests
03
98
Disposals and loss of control
04
100
Critical accounting estimates and judgments
05
103
Financial risk management
06
112
Personnel expenses
07
113
Employee benefit plans
08
119
Research and development expenses
09
120
Other operating income and expenses
10
121
Financial income and expenses
11
122
Income taxes
12
126
Goodwill and other intangible assets
13
128
Property, plant and equipment
14
130
Leases
15
132
Associates and joint ventures
16
133
Other financial assets
17
134
Inventories
18
135
Assets and liabilities related to contracts with customers
19
136
Trade accounts receivable
20
138
Other current receivables and prepaid expenses
21
139
Cash and cash equivalents
22
140
Equity
23
142
Earnings per share
24
143
Borrowings
25
145
Provisions
26
147
Other current and accrued liabilities
27
148
Derivative financial instruments
28
149
Contingent liabilities
29
150
Share participation plans
30
153
Transactions with members of the Board of Directors, Executive Committee and related parties
31
154
Auditor remuneration
32
155
Key accounting policies and valuation methods
33
169
Subsequent events after the balance sheet date
34
170
Major subsidiaries
35
Notes to the consolidated financial statements
1
General information
Sulzer Ltd (the “companyˮ) is a company domiciled in Switzerland. The address of the company’s
registered office is Neuwiesenstrasse 15 in Winterthur, Switzerland. The consolidated financial
statements for the year ended December 31, 2024, comprise the company and its subsidiaries
(together referred to as the “groupˮ and individually as the “subsidiariesˮ) and the group’s interest in
associates and joint ventures. Sulzer was founded in 1834 in Winterthur, Switzerland, and employs
13'455 people. The company serves clients in 160 production and service sites around the world.
Sulzer Ltd is listed on SIX Swiss Exchange in Zurich, Switzerland (symbol: SUN).
Sulzer is a global leader in fluid engineering and chemical processing applications, developing
innovative products and services that drive sustainable progress.
The consolidated financial statements have been prepared in accordance with IFRS Accounting
Standards. They were authorized for issue by the Board of Directors on February 26, 2025.
Details of the group’s accounting policies are included in
.
note 33
89
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
2
Segment information
Segment information by division
Flow
Services
Chemtech
millions of CHF
2024
2023
2024
2023
2024
2023
Order intake (unaudited) 1)
1’603.3
1’466.5
1’378.3
1’271.3
866.9
842.5
Sales 2)
1’444.3
1’354.4
1’249.1
1’154.8
837.1
772.5
Operational profit (unaudited)
137.4
108.2
186.7
171.3
118.0
95.0
Operational profitability (unaudited)
9.5%
8.0%
15.0%
14.8%
14.1%
12.3%
Restructuring expenses
–1.2
–2.1
–2.3
–0.7
–0.2
–0.3
Amortization
–25.8
–25.4
–4.6
–3.7
–6.9
–6.8
Impairments on tangible and intangible assets 3)
–
–0.1
–4.5
–0.0
–
–0.1
Non-operational items (unaudited) 4)
1.5
–6.5
–3.8
12.7
0.0
–2.9
EBIT
111.8
74.1
171.5
179.6
110.9
84.9
EBITDA
169.6
128.4
209.6
210.6
131.6
104.6
EBITDA as % of sales
11.7%
9.5%
16.8%
18.2%
15.7%
13.5%
Depreciation
–31.9
–28.8
–29.0
–27.3
–13.8
–12.8
Total assets as of December 31
1’495.9
1’427.7
1’078.1
944.4
633.1
533.2
Total liabilities as of December 31
750.3
718.6
488.8
411.2
473.6
409.1
Capital expenditure (incl. lease assets)
–44.5
–37.7
–46.0
–33.4
–38.6
–27.8
Employees (number of full-time equivalents) as of
December 31
5’492
5’465
4’832
4’630
2’934
2’849
1) Order intake from external customers.
2) Sales from external customers.
3) An impairment of tangible assets is reported in the consolidated income statement in the line cost of goods sold.
4) The amounts reported in 2023 mainly consist of a gain on deconsolidation related to the Russian business of CHF 8.0 million, including the reclassification of the accumulated currency
translation adjustments being allocated to the divisions.
90
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Segment information by division
Total divisions
Others 5)
Total Sulzer
millions of CHF
2024
2023
2024
2023
2024
2023
Order intake (unaudited) 1)
3’848.6
3’580.3
–
–
3’848.6
3’580.3
Sales 2)
3’530.6
3’281.7
–
–
3’530.6
3’281.7
Operational profit (unaudited)
442.1
374.5
–5.9
–8.9
436.2
365.6
Operational profitability (unaudited)
12.5%
11.4%
n/a
n/a
12.4%
11.1%
Restructuring expenses
–3.7
–3.1
0.0
0.1
–3.7
–3.0
Amortization
–37.4
–35.9
–1.1
–0.7
–38.5
–36.6
Impairments on tangible and intangible assets 3)
–4.5
–0.2
–
–
–4.5
–0.2
Non-operational items (unaudited) 4)
–2.3
3.3
–4.7
0.5
–7.0
3.8
EBIT
394.2
338.6
–11.7
–9.0
382.5
329.7
EBITDA
510.9
443.6
–8.1
–5.7
502.7
437.9
EBITDA as % of sales
14.5%
13.5%
n/a
n/a
14.2%
13.3%
Depreciation
–74.7
–68.9
–2.4
–2.6
–77.1
–71.4
Total assets as of December 31
3’207.1
2’905.3
1’507.2
1’464.2
4’714.3
4’369.5
Total liabilities as of December 31
1’712.7
1’538.9
1’766.4
1’731.9
3’479.1
3’270.8
Capital expenditure (incl. lease assets)
–129.1
–98.9
–1.8
–4.1
–130.9
–103.1
Employees (number of full-time equivalents) as of
December 31
13’257
12’944
198
186
13’455
13’130
1) Order intake from external customers.
2) Sales from external customers.
3) An impairment of tangible assets is reported in the consolidated income statement in the line cost of goods sold.
4) The amounts reported in 2023 mainly consist of a gain on deconsolidation related to the Russian business of CHF 8.0 million, including the reclassification of the accumulated currency
translation adjustments being allocated to the divisions.
5) The most significant activities under “Others” relate to Corporate Center.
For the definition of operational profit, operational profitability, EBITDA, reference is made to the
section “
” and for the reconciliation statements to the section “
”.
Supplementary information
Financial
review
91
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Information about reportable segments
Operating segments are determined based on the reports reviewed by the Chief Executive Officer that
are used to measure performance, make strategic decisions and allocate resources to the segments.
The business is managed on a divisional basis and the reported segments have been identified as
follows:
Flow
The Flow division (renamed in 2024 from Flow Equipment) specializes in pumping solutions
specifically engineered for the processes of its customers. The division provides pumps, agitators,
compressors, grinders, screens and filters developed through intensive research and development in
fluid dynamics and advanced materials. The focus is on pumping solutions for water, oil and gas,
power, chemicals and most industrial segments.
Services
The Services division provides cutting-edge parts as well as maintenance and repair solutions for
pumps, turbines, compressors, motors and generators through a network of over 100 service sites
around the world. The division services Sulzer original equipment, but also all associated third-party
rotating equipment run by customers, maximizing its sustainability and life cycle cost-effectiveness.
The division’s technology-based solutions, fast execution and expertise in complex maintenance
projects are available at its customers’ doorsteps.
Chemtech
The Chemtech division focuses on innovative mass transfer, static mixing and polymer solutions for
chemicals, petrochemicals, refining and LNG. Chemtech also provides ecological solutions such as
bio-based chemicals, polymers and fuels, recycling technologies for plastic as well as carbon capture
and utilization / storage, contributing to a circular and sustainable economy. The division’s product
offering ranges from process components to complete process plants and technology licensing.
Others
Certain expenses related to the Corporate Center are not attributable to a particular segment and are
assessed as a whole across the group. Also included are the eliminations for total assets and
liabilities.
The Chief Executive Officer primarily uses operational profit to assess the performance of the
operating segments. However, the Chief Executive Officer also receives information about the
segments’ order intake, sales, capital expenditures, EBIT and EBITDA on a monthly basis.
Sales from external customers reported to the Chief Executive Officer are measured in a manner
consistent with the measurement in the income statement. There are no significant sales between the
segments. No individual customer represents a significant portion of the group’s sales.
Segment information by region
The allocation of assets is based on their geographical location. Non-current assets exclude deferred
income tax assets, non-current receivables, defined benefit assets and other non-current financial
assets. The allocation of sales from external customers is based on the location of the customer.
92
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Non-current assets by region
millions of CHF
2024
2023
Europe, the Middle East and Africa
842.9
831.5
– thereof Switzerland
222.2
227.0
– thereof United Kingdom
181.9
175.5
– thereof Finland
128.2
111.3
– thereof Sweden
100.2
112.4
– thereof the Netherlands
76.0
79.7
Americas
409.3
375.8
– thereof USA
367.3
335.5
Asia-Pacific
133.7
123.6
– thereof China
46.1
47.1
Total
1’385.8
1’330.9
93
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Sales by region
2024
millions of CHF
Flow
Services
Chemtech
Total
Sulzer
Europe, the Middle East and Africa
624.6
460.3
188.2
1’273.1
– thereof United Kingdom
30.3
110.7
20.4
161.4
– thereof Saudi Arabia
83.4
31.6
27.8
142.9
– thereof Germany
63.9
48.0
29.7
141.5
– thereof France
35.6
30.5
5.0
71.0
– thereof United Arab Emirates
21.8
25.0
13.2
60.1
– thereof Switzerland
5.8
1.7
3.1
10.6
Americas
500.4
619.5
213.6
1’333.5
– thereof USA
314.8
483.7
157.4
955.9
Asia-Pacific
319.3
169.3
435.3
924.0
– thereof China
196.9
34.0
271.9
502.7
Total
1’444.3
1’249.1
837.1
3’530.6
2023
millions of CHF
Flow
Services
Chemtech
Total
Sulzer
Europe, the Middle East and Africa
607.7
446.5
191.8
1’246.0
– thereof United Kingdom
36.7
123.0
15.7
175.5
– thereof Saudi Arabia
91.1
32.4
30.7
154.2
– thereof Germany
60.6
46.1
39.3
145.9
– thereof France
34.7
36.4
8.2
79.3
– thereof Spain
43.1
5.9
5.4
54.5
– thereof Switzerland
1.4
2.0
2.7
6.0
Americas
452.8
561.2
185.8
1’199.8
– thereof USA
261.7
435.3
130.7
827.7
Asia-Pacific
293.9
147.2
394.9
836.0
– thereof China
177.7
24.7
266.7
469.1
Total
1’354.4
1’154.8
772.5
3’281.7
94
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Segment information by market segment
The following table shows the allocation of sales from external customers by market segment.
Sales by market segment – Flow
millions of CHF
2024
2023 1)
Water & Industrial
873.6
867.4
Energy & Infrastructure
570.7
486.9
Total Flow
1’444.3
1’354.4
1) The comparative amounts for 2023 were restated and aligned with the market segment definition in 2024. The former market segments “Water” and
“Industry” were combined to “Water & Industrial”, with Desalination now included in “Energy & Infrastructure”.
Sales by market segment – Services
millions of CHF
2024
2023 1)
Pumps Services
670.9
629.3
Turbo Services
366.7
324.2
Electromechanical Services
211.5
201.3
Total Services
1’249.1
1’154.8
1) The comparative amounts for 2023 were restated and aligned with the market segment definition in 2024 with the split of former market segment “Other
Equipment” into two separate market segments named “Turbo Services” and “Electro-Mechanical Services”.
Sales by market segment – Chemtech
millions of CHF
2024
2023 1)
Mass Transfer Components & Services
558.5
552.0
System Solutions
278.6
220.6
Total Chemtech
837.1
772.5
1) The comparative figures for 2023 have been restated and aligned with the updated market segment definitions for 2024. Previous market segments
“Water”, “Chemicals”, “Gas and Refining”, and “Renewables” were consolidated into two broader categories: “Mass Transfer Components &
Services” (MTCS) and “System Solutions,” based on a defined allocation method. Additionally, the previous “Services” segment was exclusively allocated
to MTCS.
95
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
3
Acquisitions of subsidiaries and transactions with non-
controlling interests
Acquisitions in 2024
The table below presents the amounts of the assets acquired, the liabilities assumed, the goodwill
recorded and the consideration transferred on the date of acquisition.
millions of CHF
Owatec Group Oy
Other
Total
Other Intangible assets
5.5
1.5
7.0
Property, plant and equipment
0.9
4.0
4.8
Other non-current assets
0.7
–
0.7
Other current assets
2.3
0.3
2.6
Cash and cash equivalents
0.5
–
0.5
Non-current borrowings
–1.6
–
–1.6
Non-current liabilities (excluding borrowings)
–1.4
–
–1.4
Current borrowings
–1.3
–
–1.3
Current liabilities (excluding borrowings)
–1.0
–0.1
–1.1
Net identifiable assets
4.6
5.7
10.3
Non-controlling interests
0.0
–
0.0
Goodwill
10.7
0.1
10.8
Total consideration
15.4
5.8
21.1
Purchase price paid in cash
6.9
5.8
12.7
Purchase price not yet paid
5.6
–
5.6
Contingent consideration
2.9
–
2.9
Total consideration
15.4
5.8
21.1
Owatec Group Oy
On April 3, 2024, Sulzer acquired a controlling stake in Owatec Group Oy (“Owatec”), a provider of
mobile water treatment solutions headquartered in Finland. Sulzer acquired shares representing an
ownership of 60 percent in Owatec and entered into a binding agreement to acquire the remaining 40
percent of the shares over the next five years. The total consideration amounted to CHF 15.4 million,
of which CHF 6.9 million was paid in cash, CHF 2.9 million resulted from a contingent consideration
agreement and CHF 5.6 million relate to the purchase price not yet paid. The purchase price not yet
paid represents a liability for the estimated payments for the remaining 40 percent shares not yet
transferred.
The goodwill is attributable to the skills and knowledge of the workforce and favorable synergies. The
goodwill is not expected to be deductible for tax purposes. The fair value of the trade accounts
receivable amounts to CHF 0.4 million, which is equal to the gross contractual amount.
The contingent consideration was mainly depending on the achievement of an operating income
(EBIT) target for 2024. At the acquisition date, the contingent consideration was estimated based on
the most likely amount and the recognized liability reflected the maximum amount payable as it was
expected at that time that all targets could be achieved. As of year end 2024, the targets were only
partially met and a contingent consideration liability in the amount of CHF 2.0 million was
derecognized, with a corresponding income recorded in other operating income (see
).
note 10
96
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
The liability for the purchase price not yet paid was recorded in other non-current liabilities. The
shares were agreed to be transferred in four tranches, with payments expected each year in the years
2026 to 2029. The payments depend on the achieved average operating income (EBIT) in the two
years before the payment, with an agreed minimum and maximum payment amount for each tranche.
The recorded liability consists of the discounted expected payments estimated with the expected
value method.
Cash flow from acquisition of subsidiaries
millions of CHF
2024
2023
Cash consideration paid
–12.7
–
Cash acquired
0.5
–
Contingent consideration paid
–0.9
–1.3
Total cash flow from acquisitions, net of cash acquired
–13.1
–1.3
Contingent consideration for acquisitions
millions of CHF
2024
2023
Balance as of January 1
-
1.9
Assumed in a business combination
2.9
–
Payment of contingent consideration 1)
–0.9
–1.3
Release to other operating income
–2.0
–0.5
Currency translation differences
-
–0.1
Total contingent consideration as of December 31
-
–
1) The payments are presented in the cash flow statement in “Acquisitions of subsidiaries, net of cash acquired”.
Transactions with non-controlling interests
millions of CHF
2024
2023
Carrying amount of non-controlling interests acquired (disposed)
–1.5
0.4
Consideration received (paid) in cash
0.0
–19.4
Non-cash consideration
–
–2.8
Consideration payable
–
–0.6
Decrease in equity attributable to owners of Sulzer Ltd
–1.5
–22.4
After entering into a collaboration with a local partner, the group’s ownership in Sulzer Pumps
(Nigeria) Ltd. decreased in the second half of 2024. The group continues to exercise strategic and
management control over the subsidiary following the group’s reduction in ownership.
In the first half of 2024, a payment of CHF 0.3 million in connection with the acquisition of the
remaining 25 percent ownership in Sulzer Saudi Pumps Company in 2023 is reported in the cash flow
statement in divestiture (acquisition) of non-controlling interests.
In January 2023, the group acquired the remaining 25% ownership in Sulzer Saudi Pump Company
Limited for a total consideration of CHF 22.8 million, of which CHF 19.4 million were paid in cash.
97
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
4
Disposals, loss of control
Disposals and loss of control in 2023
In February 2023, the group entered into an agreement with a third party for the sale of four legal
entities in Russia (AO Sulzer Pumps, Sulzer Pumps Rus LLC, Sulzer Turbo Services Rus LLC and
Sulzer Chemtech LLC). From the date of the sales agreement, the group lost power over the relevant
activities of these entities due to the contractual requirements and legal environment. Consequently,
these four entities were deconsolidated in 2023, resulting in the derecognition of the assets and
liabilities previously classified as held for sale. The deconsolidation resulted in a gain on
deconsolidation amounting to CHF 8.0 million, of which CHF 11.2 million resulted from the
reclassification of accumulated currency translation differences and CHF 0.6 million from the
reclassification of cash flow hedge reserves, net of tax. The gain on deconsolidation is recorded in
other operating income / (expenses), net. A loan with one of the former subsidiaries was measured at
a fair value and recognized as a current financial asset at the time control was lost. The payment
received on the financial asset exceeded the estimated fair value, the income from the impairment
release was recorded in other financial income.
Including other minor disposals in 2023, a net gain on disposal (pre-tax) of CHF 7.2 million was
recorded in other operating income / (expenses), net, of which CHF 10.9 million pertains to the
reclassification of accumulated currency translation differences and CHF 0.6 million to the
reclassification of cash flow hedge reserves, net of tax (see
).
note 10
The aggregated assets and liabilities derecognized in the year 2023 as part of the disposals are
presented in the below table.
millions of CHF
2023 1)
Property, plant and equipment
0.2
Deferred income tax assets
0.6
Inventories and advance payments to suppliers
0.1
Trade accounts receivable
0.4
Cash and cash equivalents
32.6
Non-current liabilities
–0.3
Trade accounts payable
–0.6
Contract liabilities
–13.3
Current lease liabilities
–0.2
Current provisions
–0.4
Other current and accrued liabilities
–10.7
Net assets derecognized
8.5
1) Assets and liabilities classified as assets and liabilities of disposal groups held for sale prior to the disposal are presented as per their initial classification
prior to the classification as held for sale.
98
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Cash flow from divestments
millions of CHF
2024
2023
Cash consideration received
–
5.8
Cash disposed of
–
–32.6
Cash consideration received for divestments in prior years
–
0.3
Total cash flow from divestitures, net of cash derecognized
–
–26.6
99
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
5
Critical accounting estimates and judgments
All estimates and assessments are continually reviewed and are based on historical experience and
other factors, including expectations regarding future events that appear reasonable under the given
circumstances. The group makes estimates and assumptions that relate to the future. By their nature,
these estimates will only rarely correspond to actual subsequent events. The estimates and
assumptions that carry a significant risk, in the form of a substantial adjustment to the measurement
of assets and liabilities within the next financial year, are set out below.
Employee benefit plans
Assets, liabilities and costs for defined benefit pension plans and other post-employment plans are
determined on an actuarial basis using a number of assumptions. Assumptions used in determining
the defined benefit assets / obligations include the discount rate, future salary and pension increases,
and mortality rates. The assumptions are reviewed and reassessed at the end of each year based on
observable market data, i.e., market yields of high-quality corporate bonds denominated in the
corresponding currency and asset management studies. In case a defined benefit plan results in a
surplus, the group needs to calculate the asset ceiling and the present value of the economic benefits
available in the form of refunds or reductions in future contributions to the plan. For the calculation of
the economic benefits, the future benefits are discounted with the applicable discount rate, adjusted
for estimated future salary increases. These estimates might significantly impact the balance
sheet. Further details on the defined benefit plans are provided in
and
.
note 8
note 33
Income taxes
The group is subject to income taxes in numerous jurisdictions. Assumptions are required in order to
determine income tax provisions. There are transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The group recognizes liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the
final tax outcome of these matters is different from the amounts that were initially recorded, such
differences will impact the income tax and deferred tax provisions in the period in which such
determination is made. Management believes that the estimates are reasonable, and that the
recognized liabilities for income tax-related uncertainties are adequate. Further details are disclosed in
.
note 12
Goodwill and other intangible assets
The group carries out an annual impairment test on goodwill in the first quarter of the year (after the
budget and the strategic plan have been approved by the Board of Directors), or when indications of a
potential impairment exist. The recoverable amount from cash-generating units is measured on the
basis of value-in-use calculations, with the terminal growth rate, the discount rate, and the projected
cash flows as the main variables. Information about assumptions and estimation uncertainties that
have significant risk of resulting in a material adjustment are disclosed in
. The accounting
policies are disclosed in
.
note 13
note 33
100
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Lease assets and lease liabilities
The group has applied judgment to determine the lease term for lease contracts that include renewal
and termination options. The assessment of whether the group is reasonably certain to exercise such
options impacts the lease term, which significantly affects the amount of lease liabilities and lease
assets recognized. This assessment depends on economic incentives, such as removal and relocation
costs. Further details are disclosed in
and
.
note 15
note 33
Sales
At contract inception, the group assesses the goods or services promised in a contract with a
customer and identifies each promise to transfer to the customer as a performance obligation. The
group considers the terms of the contract and all other relevant facts, including the economic
substance of the transaction. Judgment is needed to determine whether there is a single performance
obligation or multiple separate performance obligations.
If the consideration promised in a contract includes a variable amount (e.g., expected liquidated
damages, early payment discounts, volume discounts), the group estimates the amount of
consideration to which the group will be entitled in exchange for transferring the promised goods or
services to a customer. The amount of the variable consideration is estimated by using either of the
following methods, depending on which method the group expects to better predict the amount of
consideration to which it will be entitled: the expected value or the most likely amount. The method
selected is applied consistently throughout the contract and to similar types of contracts when
estimating the effect of uncertainty on the amount of variable consideration to which the group is
entitled. Depending on the outcome of the respective transactions, actual payments may differ from
these estimates.
To allocate the transaction price to each performance obligation on a relative stand-alone selling price
basis, the group determines the stand-alone selling price at contract inception of the distinct good or
service underlying each performance obligation in the contract and allocates the transaction price in
proportion to those stand-alone selling prices. If the stand-alone selling price is not directly
observable, then the group estimates the amount with the expected cost-plus-margin method.
The group recognizes sales either over time or at a point in time. Sales are recognized over time if any
of the conditions described in
are met. The most critical estimate in determining whether
sales should be recorded over time or at a point in time is the existence of a right to payment. The
group estimates if an enforceable right to payment (including reasonable profit margin) for
performance to date exists in case the customer terminates the contract for convenience. For this
estimate, the group reviews the contracts and considers relevant laws, legal precedents and
customary business practice.
note 33
Applying the over time method requires the group to estimate the proportional sales and costs. To
measure the stage of completion, generally, the cost-to-cost method is applied. Work progress of
sub-suppliers is considered in determining the stage of completion. If circumstances arise that may
change the original estimates of sales, costs or extent of progress toward completion, estimates are
revised. These revisions may result in increases or decreases in estimated sales or costs and are
reflected in income in the period in which the circumstances that give rise to the revision become
known by management.
Further details are disclosed in
and
.
note 19
note 33
101
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Provisions
Provisions are made, among other reasons, for warranties, disputes, litigation and restructuring. A
provision is recognized in the balance sheet when the group has a legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle
the obligation. The nature of these costs is such that judgment has to be applied to estimate the
timing and amount of cash outflows. Depending on the outcome of the respective transactions, actual
payments may differ from these estimates. Further details are disclosed in
and
.
note 26
note 33
Financial assets
The fair value needs to be measured for the financial assets measured at fair value through P&L. If
there is no observable fair value, valuation approaches relying on unobservable inputs are used.
These inputs inherently require a higher level of judgement. Assumptions and estimates of
unobservable market inputs in the fair valuation of financial assets require significant judgment and
could affect amounts recognized in the statement of income.
102
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
6
Financial risk management
6.1 Financial risk factors
The group’s activities expose it to market, credit and liquidity risks. The group’s overall risk
management program focuses on the mitigation of such risks to minimize potential adverse effects on
the group’s financial performance. The group uses derivative financial instruments to hedge certain
risk exposures.
Financial risk management is carried out by a central treasury department (Group Treasury). Group
Treasury identifies, evaluates and hedges financial risks in close cooperation with the group’s
subsidiaries. Principles for overall risk management and policies covering specific areas, such as
foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-
derivative financial instruments, and investment of excess liquidity exist in writing.
a) Market risk
(I) Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various
currency exposures. The group is exposed to transactional foreign currency risk to the extent that
sales, purchases, license fees, borrowings and other balance sheet items are denominated in
currencies other than the functional currencies of group companies. The exposure originates mainly
from group companies with the functional currencies CHF, EUR, CNY, USD and BRL. Management
has set up a policy to require subsidiaries to manage their foreign exchange risk against their
functional currency. The subsidiaries are required to hedge their major foreign exchange risk exposure
using forward contracts or other standard instruments, usually transacted with Group Treasury. The
group’s management policy is to hedge 90% to 100% of the contractual FX exposures.
The group uses forward exchange contracts to hedge its currency risk, all of them with a maturity of
less than one year from the reporting date. The contracts are generally designated for hedge
accounting as cash flow hedges. The group determines the existence of an economic relationship
between the hedging instruments and the hedged item based on the currency, amount and timing of
the respective cash flows. For hedges of foreign currency purchases, the group enters into hedge
relationships where the critical terms of the hedging instrument match exactly with the terms of the
hedged item. The group therefore performs a qualitative assessment of effectiveness. If changes in
circumstances affect the terms of the hedged item such that the critical terms no longer match exactly
with the critical terms of the hedging instrument, the group uses the hypothetical derivative method to
assess effectiveness. In hedges of foreign currency purchases, ineffectiveness may arise if the timing
of the forecast transaction changes from what was originally estimated.
External foreign exchange contracts are designated as hedges of foreign exchange risk on specific
assets, liabilities or future transactions on a gross basis. The group has certain investments in foreign
operations, whose net assets are exposed to foreign currency translation risk. If required, currency
exposure arising from the net assets of the group’s foreign operations is managed primarily through
borrowings denominated in the relevant foreign currencies. The Group considers derivative financial
instruments on an ad hoc basis to manage foreign currency translation risk.
The following tables show the hypothetical influence on the income statement for 2024 and 2023
related to foreign exchange risk of financial instruments. The volatility used for the calculation is the
one-year historic volatility on December 31 for the relevant currency pair and year. For 2024, the
currency pair with the most significant exposure and inherent risk was the CHF versus the CNY. If, on
December 31, 2024, the CHF had increased by 6.6% against the CNY with all other variables held
103
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
constant, profit after tax for the year would have been CHF 0.9 million lower due to foreign exchange
losses. A decrease of the rate would have caused a profit of the same amount.
Hypothetical impact of foreign exchange risk on income statement
millions of CHF
2024
Currency pair
CHF/CNY
GBP/USD
EUR/ZMK
EUR/BRL
Exposure
–17.8
17.1
–3.0
–3.8
Volatility
6.6%
6.2%
18.4%
11.6%
Effect on profit after tax (rate increase)
–0.9
0.8
–0.4
–0.3
Effect on profit after tax (rate decrease)
0.9
–0.8
0.4
0.3
millions of CHF
2023
Currency pair
EUR/BRL
EUR/CNY
EUR/INR
USD/MXN
Exposure
–6.7
6.5
–5.8
3.3
Volatility
12.0%
6.7%
7.2%
11.4%
Effect on profit after tax (rate increase)
–0.6
0.3
–0.3
0.3
Effect on profit after tax (rate decrease)
0.6
–0.3
0.3
–0.3
The following tables show the hypothetical influence on equity for 2024 and 2023 related to foreign
exchange risk of financial instruments for the most important currency pairs as of December 31 of the
respective year. The volatility used for the calculation is the one-year historic volatility on
December 31 for the relevant currency pair and year. Most of the hypothetical effect on equity is a
result of fair value changes of derivative financial instruments designated as cash flow hedges.
Hypothetical impact of foreign exchange risk on equity
millions of CHF
2024
Currency pair
USD/MXN
GBP/USD
USD/BRL
EUR/CHF
EUR/BRL
EUR/USD
EUR/SEK
Exposure
–50.7
96.5
–34.8
–66.2
22.7
34.6
–27.2
Volatility
13.1%
6.2%
12.5%
5.3%
11.6%
5.9%
5.7%
Effect on equity, net of taxes
(rate increase)
–5.0
4.5
–3.0
–2.6
2.0
1.5
–1.2
Effect on equity, net of taxes
(rate decrease)
5.0
–4.5
3.0
2.6
–2.0
–1.5
1.2
millions of CHF
2023
Currency pair
GBP/USD
USD/MXN
EUR/USD
EUR/CHF
USD/INR
EUR/BRL
USD/CAD
Exposure
116.1
–57.2
52.5
–60.9
–59.9
15.7
–26.4
Volatility
8.3%
11.4%
7.6%
5.1%
3.2%
12.0%
6.1%
Effect on equity, net of taxes
(rate increase)
7.3
–4.9
3.0
–2.4
–1.5
1.4
–1.2
Effect on equity, net of taxes
(rate decrease)
–7.3
4.9
–3.0
2.4
1.5
–1.4
1.2
104
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
(II) Price risk
As of December 31, 2024, and 2023, the group was not exposed to significant price risk related to
investments in equity securities.
(III) Interest rate risk
The group’s interest rate risk arises from interest-bearing assets and liabilities. Financial assets and
liabilities at variable rates expose the group to cash flow interest rate risk. The group analyzes its
interest rate exposure on a net basis, and if required, enters into derivative instruments in order to
keep the volatility of net interest income or expense limited. The group’s non-current interest-bearing
liabilities mainly comprise of bonds with a fixed interest rate.
The following table shows the hypothetical influence on the income statement for variable interest-
bearing assets net of liabilities at variable interest rates, assuming market interest rate levels would
have increased / decreased by 100 basis points. For the most significant currencies, CHF, EUR, CNY,
USD and INR, increasing interest rates would have had a positive impact on the income statement,
since the value of variable interest-bearing assets (comprising mainly cash and cash equivalents)
exceed the value of variable interest-bearing liabilities.
Hypothetical impact of interest rate risk on income statement
millions of CHF
2024
Variable interest-bearing assets (net)
Amount
Sensitivity in
basis points
Impact on post-tax profit
rate increase
rate decrease
CHF
373.0
100
2.8
–2.8
EUR
227.3
100
1.7
–1.7
CNY
145.1
100
1.1
–1.1
USD
127.6
100
1.0
–1.0
INR
40.5
100
0.3
–0.3
millions of CHF
2023
Variable interest-bearing assets (net)
Amount
Sensitivity in
basis points
Impact on post-tax profit
rate increase
rate decrease
CHF
282.2
100
2.1
–2.1
USD
180.1
100
1.4
–1.4
EUR
172.1
100
1.3
–1.3
CNY
144.1
100
1.1
–1.1
INR
39.2
100
0.3
–0.3
On December 31, 2024, if the interest rates on CHF-denominated assets net of liabilities had been
100 basis points higher with all other variables held constant, post-tax profit for the year would have
been CHF 2.8 million higher, as a result of higher interest income on CHF-denominated assets. A
decrease of interest rates on CHF-denominated assets net of liabilities would have caused a loss of
the same amount. As of December 31, 2023, if the interest rates had been 100 basis points higher
with all other variables held constant, post-tax profit for the year would have been CHF 2.1 million
higher, as a result of higher interest income on CHF-denominated assets.
105
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
b) Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments, deposits with
financial institutions or corporates and credit exposures to customers, including outstanding trade
receivables, and contract assets. The maximum exposure to credit risk per class of financial asset is
disclosed by carrying amounts in the fair value table. Equity instruments are not exposed to credit
risks. The carrying amounts of financial assets and contract assets represent the maximum credit risk
exposure.
Credit risks of banks and financial institutions are monitored and managed centrally. Generally, only
independently rated parties with a strong credit rating are accepted, and the total volume of
transactions is split among several banks to reduce the individual risk with one bank.
For every customer with a large order volume, an individual risk assessment of the credit quality of the
customer is performed that considers independent ratings, financial position, past experience and
other factors. Additionally, bank guarantees and letters of credit are requested. For more details on
the credit risk of contract assets, please refer to
, and on the credit risk of trade accounts
receivable, please refer to
.
note 19
note 20
c) Liquidity risk
Prudent liquidity risk management includes the maintenance of sufficient cash and marketable
securities, the availability of funding from an adequate number of committed credit facilities, and the
ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group
Treasury maintains flexibility in funding through committed and uncommitted credit lines.
Management anticipates the future development of the group’s liquidity reserve on the basis of
expected cash flows by performing regular group-wide cash forecasts. 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.
The following table analyzes the group’s financial liabilities in relevant maturity groupings based on
the remaining period from the reporting to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows translated at year-end closing rates, if not
denominated in CHF. Borrowings include the notional amount and interest payments.
106
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Maturity profile of financial liabilities
2024
millions of CHF
Carrying
amount
<1 year
1–5 years
>5 years
Total
Borrowings
1’057.1
327.0
767.3
–
1’094.3
Lease liabilities
104.9
27.0
58.2
31.6
116.9
Trade accounts payable
388.2
388.2
-
–
388.2
Other current and non-current liabilities (excluding
derivative liabilities)
473.0
465.7
7.3
1.0
474.0
Total non-derivative financial liabilities
2’023.2
1’208.0
832.8
32.6
2’073.4
Derivative liabilities
10.3
10.3
-
–
10.3
– thereof outflow
–
761.0
–
–
761.0
– thereof inflow
–
750.7
–
–
750.7
2023
millions of CHF
Carrying
amount
<1 year
1–5 years
>5 years
Total
Borrowings
1’056.3
279.3
816.8
0.6
1’096.7
Lease liabilities
93.0
24.7
53.4
24.6
102.7
Trade accounts payable
367.7
367.7
–
–
367.7
Other current and non-current liabilities (excluding
derivative liabilities)
405.5
404.3
1.2
–
405.5
Total non-derivative financial liabilities
1’922.4
1’076.1
871.4
25.2
1’972.7
Derivative liabilities
3.2
3.2
–
–
3.2
– thereof outflow
–
279.3
–
–
279.3
– thereof inflow
–
276.1
–
–
276.1
6.2 Capital risk management
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a
going concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. In this respect, the group aims at
maintaining an investment-grade credit rating, either as a perceived rating or an external rating issued
by a credit rating agency.
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
107
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
The following table shows the net debt / EBITDA ratio as of December 31, 2024, and 2023.
Net debt / EBITDA ratio
millions of CHF
2024
2023
Cash and cash equivalents
–1’060.6
–974.7
Current financial assets
–1.0
–2.3
Non-current borrowings
745.0
795.2
Non-current lease liabilities
78.3
69.0
Current borrowings
312.0
261.1
Current lease liabilities
26.6
23.9
Net debt as of December 31
100.4
172.3
Operating income (EBIT)
382.5
329.7
Depreciation
77.1
71.4
Impairments on tangible and intangible assets
4.5
0.2
Amortization
38.5
36.6
EBITDA
502.7
437.9
Net debt
100.4
172.3
EBITDA
502.7
437.9
Net debt / EBITDA ratio
0.20
0.39
Another important ratio for the group is the gearing ratio (borrowings-to-equity ratio), which is
calculated as total borrowings and lease liabilities divided by equity attributable to shareholders of
Sulzer Ltd.
As of December 31, 2024, and 2023, the gearing ratio was as follows:
Gearing ratio (borrowings-to-equity ratio)
millions of CHF
2024
2023
Non-current borrowings
745.0
795.2
Non-current lease liabilities
78.3
69.0
Current borrowings
312.0
261.1
Current lease liabilities
26.6
23.9
Total borrowings and lease liabilities
1’161.9
1’149.2
Equity attributable to shareholders of Sulzer Ltd
1’223.6
1’095.4
Gearing ratio (borrowings-to-equity ratio)
0.95
1.05
For the definition of net debt, EBITDA and gearing ratio, please refer to the section “
”.
Supplementary
information
108
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
6.3 Fair value estimation
The following tables present the carrying amounts and fair values of financial assets and liabilities as
of December 31, 2024, and 2023, including their levels in the fair value hierarchy. For financial assets
and financial liabilities not measured at fair value in the balance sheet, fair value information is not
provided if the carrying amount is a reasonable approximation of fair value.
Fair values are categorized into the following three different levels in a fair value hierarchy based on
the inputs used in the valuation techniques:
The fair value of financial instruments traded in active markets, including the outstanding bonds, is
based on quoted market prices at the balance sheet date. Such instruments are included in level 1.
The fair values included in level 2 are based on valuation techniques using observable market input
data. This may include discounted cash flow analysis, option pricing models or reference to other
instruments that are substantially the same, while always making maximum use of market inputs and
relying as little as possible on entity-specific inputs. The fair values of forward contracts are measured
based on broker quotes for foreign exchange rates and interest rates.
Fair values determined using unobservable inputs are categorized within level 3 of the fair value
hierarchy. Level 3 instruments consist of non-current financial assets at fair value through profit or
loss. Non-current financial assets at fair value through profit or loss consist of unquoted equity or debt
instruments including private equity or fund investments. Fair values are mainly determined based on
external valuations. Unrealized fair value gains are recorded in other financial income / (expenses),
net. For the partial release of a contingent consideration, an income of CHF 2.0 million (2023: CHF 0.5
million) was recorded in other operating income. For more information, please refer to
.
note 3
Level 3 financial assets at fair value through profit or loss
millions of CHF
2024
2023
Balance as of January 1
22.0
22.6
Additions
0.4
0.6
Reclassification
–
–3.0
Divestments
–0.0
–
Realized fair value gain / (loss), net
–0.2
–
Unrealized fair value gain / (loss), net
0.0
1.9
Total level 3 financial assets at fair value through profit or loss as of
December 31
22.2
22.0
109
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Fair value table
December 31, 2024
Carrying amount
Fair value
millions of CHF
Notes
Fair value
hedging
instruments
Fair value
through
profit or
loss
Financial
assets at fair
value through
other
comprehensive
income –
equity
instruments
Financial
assets at
amortized
cost
Other
financial
liabilities
Total
carrying
amount Level 1 Level 2 Level 3
Total fair
value
Financial assets measured at
fair value
Other non-current financial
assets (at fair value)
17
22.4
4.7
27.1
4.9
–
22.2
27.1
Derivative assets – current
21,28
3.0
3.0
–
3.0
–
3.0
Current financial assets (at fair
value)
17
0.6
0.6
0.6
–
–
0.6
Total financial assets
measured at fair value
3.0
23.0
4.7
–
–
30.7
5.5
3.0
22.2
30.7
Financial assets not
measured at fair value
Other non-current financial
assets (at amortized cost)
17
3.2
3.2
Non-current receivables
(excluding non-current
derivative assets)
1.9
1.9
Trade accounts receivable
20
680.2
680.2
Other current receivables
(excluding current derivative
assets and other taxes)
21
18.2
18.2
Current financial assets (at
amortized cost)
17
0.4
0.4
Cash and cash equivalents
22
1’060.6
1’060.6
Total financial assets not
measured at fair value
–
–
–
1’764.5
–
1’764.5
Financial liabilities measured
at fair value
Derivative liabilities – current
27,28
10.3
10.3
–
10.3
–
10.3
Contingent considerations
3
–
–
–
–
–
–
Total financial liabilities
measured at fair value
10.3
–
–
–
–
10.3
–
10.3
–
10.3
Financial liabilities not
measured at fair value
Outstanding non-current bonds
25
744.0
744.0
759.5
–
–
759.5
Other non-current borrowings
25
1.0
1.0
Other non-current liabilities
(excluding non-current
derivative liabilities)
7.3
7.3
Outstanding current bonds
25
299.9
299.9
299.7
–
–
299.7
Other current borrowings and
bank loans
25
12.1
12.1
Trade accounts payable
388.2
388.2
Other current liabilities
(excluding current derivative
liabilities and other taxes)
27
465.8
465.8
Total financial liabilities not
measured at fair value
–
–
–
–
1’918.4
1’918.4 1’059.2
1’059.2
110
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Fair value table
December 31, 2023
Carrying amount
Fair value
millions of CHF
Notes
Fair value
hedging
instruments
Fair value
through
profit or
loss
Financial
assets at fair
value through
other
comprehensive
income –
equity
instruments
Financial
assets at
amortized
cost
Other
financial
liabilities
Total
carrying
amount Level 1 Level 2 Level 3
Total fair
value
Financial assets measured at
fair value
Other non-current financial
assets (at fair value)
17
22.2
9.5
31.7
9.7
–
22.0
31.7
Derivative assets – current
21,28
13.9
13.9
–
13.9
–
13.9
Current financial assets (at fair
value)
17
1.6
1.6
1.6
–
–
1.6
Total financial assets
measured at fair value
13.9
23.8
9.5
–
–
47.2
11.3
13.9
22.0
47.2
Financial assets not
measured at fair value
Other non-current financial
assets (at amortized cost)
17
6.7
6.7
Non-current receivables
(excluding non-current
derivative assets)
1.2
1.2
Trade accounts receivable
20
540.8
540.8
Other current receivables
(excluding current derivative
assets and other taxes)
21
22.6
22.6
Current financial assets (at
amortized cost)
17
0.7
0.7
Cash and cash equivalents
22
974.7
974.7
Total financial assets not
measured at fair value
–
–
–
1’546.7
–
1’546.7
Financial liabilities measured
at fair value
Derivative liabilities – current
27,28
3.2
3.2
–
3.2
–
3.2
Total financial liabilities
measured at fair value
3.2
–
–
–
–
3.2
–
3.2
–
3.2
Financial liabilities not
measured at fair value
Outstanding non-current bonds
25
794.3
794.3
786.2
–
–
786.2
Other non-current borrowings
25
0.9
0.9
Other non-current liabilities
(excluding non-current
derivative liabilities)
1.2
1.2
Outstanding current bonds
25
250.0
250.0
250.0
–
–
250.0
Other current borrowings and
bank loans
25
11.1
11.1
Trade accounts payable
367.7
367.7
Other current liabilities
(excluding current derivative
liabilities, other taxes and
contingent considerations)
27
404.3
404.3
Total financial liabilities not
measured at fair value
–
–
–
–
1’829.5
1’829.5
111
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
7
Personnel expenses
millions of CHF
2024
2023
Salaries and wages
889.3
822.6
Defined contribution plan expenses
33.5
29.9
Defined benefit plan expenses
21.1
14.4
Cost of share-based payment transactions
13.4
12.6
Social benefit costs
123.8
119.5
Other personnel costs
36.7
31.7
Total personnel expenses
1’117.9
1’030.8
112
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
8
Employee benefit plans
The present value of the defined benefit obligations and costs of the defined benefits are calculated
using the projected unit credit method. For active members the calculation considers future salary
increases, future pension increases as well as the probability of departures, and for retirees, current
and future pension benefits considering future pension increases.
Reconciliation of the amount recognized in the balance sheet as of December 31
2024
millions of CHF
Funded plans
Switzerland
Funded plans
United
Kingdom
Funded plans
USA
Funded plans
others
Unfunded
plans
Total
Present value of funded defined benefit obligation
–759.7
–323.9
–46.7
–81.6
–
–1’211.9
Fair value of plan assets (funded plans)
899.9
258.9
44.5
56.9
–
1’260.2
Overfunding / (underfunding)
140.2
–65.0
–2.2
–24.7
–
48.3
Present value of unfunded defined benefit obligation
–
–
–
–
–10.4
–10.4
Adjustment to asset ceiling
–
–
–
–0.0
–
–0.0
Net asset / (liability) recognized in the balance
sheet
140.2
–65.0
–2.2
–24.7
–10.4
37.9
– thereof defined benefit obligations
–
–65.0
–2.3
–28.4
–10.4
–106.1
– thereof defined benefit assets
140.2
–
0.1
3.7
–
144.0
2023
millions of CHF
Funded plans
Switzerland
Funded plans
United
Kingdom
Funded plans
USA
Funded plans
others
Unfunded
plans
Total
Present value of funded defined benefit obligation
–731.2
–346.1
–48.6
–83.1
–
–1’209.0
Fair value of plan assets (funded plans)
899.9
268.5
38.6
56.2
–
1’263.2
Overfunding / (underfunding)
168.8
–77.6
–10.0
–27.0
–
54.2
Present value of unfunded defined benefit obligation
–
–
–
–
–10.9
–10.9
Adjustment to asset ceiling
–
–
–
–
–
–
Net asset / (liability) recognized in the balance
sheet
168.8
–77.6
–10.0
–27.0
–10.9
43.2
– thereof defined benefit obligations
–
–77.6
–10.0
–28.7
–10.9
–127.3
– thereof defined benefit assets
168.8
–
–
1.7
–
170.5
The group operates major funded defined benefit pension plans in Switzerland, the UK and the USA.
The main unfunded defined benefit plan is a German pension benefit plan. The plans are exposed to
actuarial risks, e.g., longevity risk, currency risk and interest rate risk, and the funded plans
additionally to market (investment) risk.
113
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
In Switzerland, the group contributes to two pension plans funded via two different pension funds, i.e.,
a base plan for all employees and a supplementary plan for employees with salaries exceeding a
certain limit. Both plans provide benefits depending on the pension savings at retirement. They
include certain legal minimum interest credits to the pension savings (i.e., investment return) and
guaranteed rates of conversion of pension savings into an annuity at retirement. In addition, the plans
offer death in service and disability benefits. The two pension funds are collective funds administrating
pension plans of group companies and also unrelated companies. In case of a material underfunding
of the pension plans, the regulations include predefined steps, such as higher contributions by
employer and employees or lower interest on pension savings, to eliminate the underfunding. The
pension funds are legally separated from the group. The vast majority of the active participants in the
two pension funds are employed by companies not belonging to the group. The Board of Trustees for
the base plan comprises nine employee representatives and nine employer representatives. The
discount rate in 2024 decreased compared to 2023 (from 1.5% to 1.0% for active employees and
from 1.5% to 0.9% for pensioners). In 2024, there was no gain or loss from the change in effect of
asset ceiling recorded in other comprehensive income (OCI) related to the Swiss pension plans (2023:
gain of CHF 202.3 million). The net pension asset decreased from CHF 168.8 million to CHF 140.2
million. The total expenses recognized in the income statement in 2024 amounted to CHF 15.7 million
(2023: CHF 11.3 million) and includes past service costs amounting to CHF 4.7 million (2023: CHF 1.3
million). The past service costs were recorded for a plan amendment to both of the pension plans,
which consisted of an increase in the conversion rate.
In the UK, the plan is a final salary plan and provides benefits linked to salary at closure to future
accrual adjusted for inflation to retirement or earlier date of leaving service. The scheme is fully closed
to new entrants and future accruals. The scheme is managed by eight trustees forming the Board. The
plan is a multiemployer scheme with Sulzer (UK) Holding being the principal sponsor. The discount
rate increased in 2024 by 0.9 percentage points to 5.6% (2023: 4.7%). The net pension liability
decreased from CHF 77.6 million in 2023 to CHF 65.0 million in 2024, with a gain recognized in OCI
amounting to CHF 11.8 million (2023: loss of CHF 6.6 million). In 2024, the total expenses recognized
in the income statement amounted
on (2023: CHF 3.8 million).
to CHF 3.7 milli
In the USA, the group operates non-contributory defined benefit retirement plans. The salaried plans
provide benefits that are based on years of service and the employee’s compensation, averaged over
the five highest consecutive years preceding retirement. The hourly plans’ benefits are based on years
of service and a flat dollar benefit multiplier. All plans are closed to new entrants. The discount rate
increased in 2024 to 5.4% (2023: 4.7%). The net pension liability decreased from CHF 10.0 million in
2023 to CHF 2.2 million in 2024 with a gain recognized in OCI amounting to CHF 8.0 million (2023:
loss of CHF 0.4 million). The total expenses recognized in 2024 amounted to CHF 0.9 million (2023:
CHF 1.1 million).
In Germany, the group operates a range of different defined benefit pension plans, with one unfunded
plan and two funded plans. All defined benefit plans are closed for new entrants and a new defined
contribution plan for all employees was introduced in 2007. Existing employees who participated in
the defined benefit plans continued to be eligible for these defined benefit pensions but also became
eligible for the new defined contribution pensions. However, benefits received under the defined
contribution plan are offset against the benefits under the defined benefit plans. The different defined
benefit plans offer retirement pension, disability pension and survivor’s pension benefits.
114
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Employee benefit plans
millions of CHF
2024
2023
Reconciliation of effect of asset ceiling
Adjustment to asset ceiling at January 1
–
–197.9
Interest (expenses) / income on effect of asset ceiling
–
–4.4
Change in effect of asset ceiling excl. interest (expenses) / income
–0.0
202.3
Currency translation differences
0.0
–0.0
Adjustment to asset ceiling at December 31
–
–
Reconciliation of net asset / (liability) recognized in the balance sheet
Net asset / (liability) recognized at January 1
43.2
–121.0
Defined benefit income / (expenses) recognized in the income statement
–24.3
–20.1
Defined benefit income / (expenses) recognized in OCI
–2.4
160.3
Employer contributions
26.3
24.1
Divestitures of subsidiaries
–
–
Reclassification 1)
–0.0
–6.0
Currency translation differences
–4.9
5.9
Net asset / (liability) recognized at December 31
37.9
43.2
Components of defined benefit income / (expenses) in the income
statement
Current service costs (employer)
–15.8
–12.1
Past service costs
–4.7
–1.5
Gains and (losses) on settlement
–0.2
0.1
Interest expenses
–32.2
–38.5
Interest income on plan assets
29.0
37.2
Interest expenses / (income) on effect of asset ceiling
–
–4.4
Other administrative costs
–0.4
–0.9
Income / (expenses) recognized in the income statement
–24.3
–20.1
– thereof charged to personnel expenses
–21.1
–14.4
– thereof charged to interest income / (expenses), net
–3.2
–5.7
Components of defined benefit gains / (losses) in OCI
Actuarial gains / (losses) on defined benefit obligation
–19.5
–64.6
Returns on plan assets excl. interest income
17.0
22.4
Changes in effect of asset ceiling excl. interest expenses / (income)
–0.0
202.3
Returns on reimbursement right excl. interest income / (expenses)
0.1
0.2
Defined benefit gains / (losses) recognized in OCI 2)
–2.4
160.3
1) Defined benefit plans reclassified in 2023 from provisions to defined benefit obligation.
2) The tax effect on defined benefit cost recognized in OCI amounted to CHF 3.3 million (2023: CHF -31.5 million).
115
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Employee benefit plans
millions of CHF
2024
2023
Reconciliation of defined benefit obligation (funded and unfunded plans)
Defined benefit obligation as of January 1
–1’220.0
–1’215.6
Interest expenses
–32.2
–38.5
Current service costs (employer)
–15.8
–12.1
Past service costs
–4.7
–1.5
Contributions by plan participants
–8.5
–8.1
Benefits paid / (deposited)
100.9
105.1
Gains and (losses) on settlement
–0.2
0.1
Other administrative costs
–0.4
–0.9
Actuarial gains / (losses)
–19.5
–64.6
Divestitures of subsidiaries
–
–
Reclassification 1)
–0.0
–6.0
Currency translation differences
–22.0
22.1
Defined benefit obligation as of December 31
–1’222.3
–1’220.0
Reconciliation of the fair value of plan assets
Fair value of plan assets as of January 1
1’263.2
1’292.5
Interest income on plan assets
29.0
37.2
Employer contributions
26.3
24.1
Contributions by plan participants
8.5
8.1
Benefits (paid) / deposited
–100.8
–104.9
Returns on plan assets excl. interest income
17.0
22.4
Currency translation differences
17.0
–16.3
Fair value of plan assets as of December 31
1’260.2
1’263.2
Total plan assets at fair value – quoted market price
Cash and cash equivalents
45.4
52.3
Equity instruments
261.1
242.4
Debt instruments
275.8
272.5
Real estate funds
18.7
29.4
Investment funds
5.5
5.0
Others
74.3
72.5
Total assets at fair value – quoted market price as of December 31
680.7
674.1
Total plan assets at fair value – non-quoted market price
Properties occupied by or used by third parties (real estate)
275.6
271.3
Others
303.9
317.7
Total assets at fair value – non-quoted market price as of December 31
579.5
589.0
Best estimate of contributions for upcoming financial year
Contributions by the employer
27.0
25.3
1) Defined benefit plans reclassified in 2023 from provisions to defined benefit obligation.
116
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Employee benefit plans
millions of CHF
2024
2023
Components of defined benefit obligation, split
Defined benefit obligation for active members
–278.1
–238.5
Defined benefit obligation for pensioners
–753.9
–777.4
Defined benefit obligation for deferred members
–190.3
–204.1
Total defined benefit obligation as of December 31
–1’222.3
–1’220.0
Components of actuarial gains / (losses) on obligations
Actuarial gains / (losses) arising from changes in financial assumptions
–4.7
–55.3
Actuarial gains / (losses) arising from changes in demographic assumptions
5.6
12.8
Actuarial gains / (losses) arising from experience adjustments
–20.4
–22.1
Total actuarial gains / (losses) on defined benefit obligation
–19.5
–64.6
Maturity profile of defined benefit obligation
Weighted average duration of defined benefit obligation in years
10.6
10.8
The defined benefit obligations for the Swiss and UK pension plans represent 89% (2023: 88%) of the
group. The following significant actuarial assumptions were used for these two countries:
Principal actuarial assumptions as of December 31
2024
2023
Funded plans
Switzerland
Funded plans
United Kingdom
Funded plans
Switzerland
Funded plans
United Kingdom
Discount rate for active employees
1.0%
n/a
1.5%
n/a
Discount rate for pensioners
0.9%
5.6%
1.5%
4.7%
Future salary increases
2.3%
n/a
2.3%
n/a
Future pension increases
0.0%
2.7%
0.0%
2.7%
Life expectancy at retirement age (male / female) in
years
22/24
21/24
22/23
21/24
117
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Sensitivity analysis of defined benefit obligations
millions of CHF
2024
2023
Discount rate (decrease 0.25 percentage points)
–32.7
–32.1
Discount rate (increase 0.25 percentage points)
31.0
30.4
Future salary growth (decrease 0.25 percentage points)
2.2
2.1
Future salary growth (increase 0.25 percentage points)
–2.8
–2.0
Life expectancy (decrease 1 year)
65.3
66.6
Life expectancy (increase 1 year)
–64.4
–64.9
Negative amounts in the above table indicate an increase in defined benefit obligations, positive
amounts indicate a decrease in defined benefit obligations. The sensitivity analysis is based on
reasonably possible changes of the significant actuarial assumptions as of year end. The sensitivities
provided are based on the change in one assumption while holding the other assumptions
unchanged. Interdependencies were not considered.
118
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
9
Research and development expenses
A breakdown of the research and development expenses per division is shown in the table below:
millions of CHF
2024
2023
Flow
39.1
38.6
Services
1.6
1.6
Chemtech
35.7
30.7
Total
76.4
70.8
119
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
10
Other operating income and expenses
millions of CHF
2024
2023
Income from release of contingent consideration
2.0
0.5
Gain from sale of property, plant and equipment
1.2
0.6
Gain from deconsolidation of subsidiaries
–
8.3
Other operating income
–0.0
8.3
Total other operating income
3.2
17.7
Other operating expenses 1)
0.0
–3.0
Impairments on tangible and intangible assets
–0.0
–0.2
Cost for mergers and acquisitions
–1.9
–1.8
Loss from sale of property, plant and equipment
–0.9
–0.1
Loss from deconsolidation of subsidiaries
–0.1
–1.1
Operating currency exchange losses, net
–4.4
–2.3
Other operating expenses
–1.9
–0.0
Total other operating expenses
–9.2
–8.4
Total other operating income / (expenses), net
–6.0
9.2
1) The line “other operating expenses” was presented as “restructuring expenses” in the 2023 financial statements. In 2024, restructuring expenses were
presented in the income statement on the expense accounts of the respective function. See note 26 for details on restructuring expenses.
In 2024, other operating income includes CHF 1.2 million gain from sale of property, plant and
equipment and CHF 2.0 million income from a partial release of a contingent consideration (
).
see note
3
In 2023, other operating income included income from charges to the discontinued operation
Applicator Systems division (later renamed medmix) for corporate support functions and centrally
procured indirect spend utilized by medmix of CHF 1.6 million.
In 2023, the total gain from deconsolidation primarily included a gain of CHF 8.0 million from the
deconsolidation of four Russian legal entities. The total gain and loss from deconsolidation includes a
net gain from the reclassification of currency translation adjustments of CHF 10.9 million and a gain of
CHF 0.6 million from the reclassification of cash flow hedge reserves (
).
see note 4
In 2024, other operating expenses includes mainly expenses from litigation cases and other taxes.
In 2023, the group recognized net impairment losses on tangible and intangible assets amounting to
CHF 0.2 million consisting of impairment losses of CHF 1.0 million, partially offset with the reversal of
impairment losses amounting to CHF 0.8 million.
In 2023, the group recognized restructuring costs of CHF 5.2 million, partially offset with the release of
restructuring provisions of CHF 2.2 million. Restructuring costs mainly related to resizing activities in
Ireland and Australia.
120
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
11
Financial income and expenses
millions of CHF
2024
2023
Interest and securities income
17.3
18.3
Interest income on employee benefit plans
2.4
0.1
Total interest and securities income
19.6
18.3
Interest expenses on borrowings and lease liabilities
–23.8
–24.5
Interest expenses on employee benefit plans
–5.5
–5.7
Total interest expenses
–29.3
–30.3
Total interest income / (expenses), net
–9.7
–11.9
Fair value changes
–12.7
5.1
Other financial income (expenses)
–0.0
2.5
Currency exchange gains / (losses), net
–2.8
–17.9
Total other financial income / (expenses), net
–15.5
–10.3
Total financial income / (expenses), net
–25.2
–22.2
- thereof fair value changes on financial assets at fair value through profit or
loss
–12.7
5.1
- thereof interest income on financial assets at amortized costs
17.3
18.3
- thereof other financial expenses
–0.0
2.5
- thereof currency exchange gains / (losses), net
–2.8
–17.9
- thereof interest expenses on borrowings
–20.8
–22.1
- thereof interest expenses on lease liabilities
–3.0
–2.5
- thereof interest expenses on employee benefit plans, net
–3.2
–5.7
In 2024, the total financial expenses, net amounted to CHF 25.2 million, compared with CHF 22.2
million in 2023.
The total interest and securities income amounted to CHF 19.6 million (2023: CHF 18.3 million),
including interest income on employee benefit plans of CHF 2.4 million (2023: CHF 0.1 million).
The line “Fair value changesˮ mainly includes fair value changes of derivative financial instruments
used as hedging instruments to hedge foreign exchange risks as well as minor gains from fair value
changes of investments in financial instruments classified at fair value through profit or loss amounting
to CHF 0.1 million (2023: CHF 2.7 million).
Currency exchange gains / losses are related to foreign currency differences of assets and liabilities
that are not directly used for business related activities (financing activities or other support functions)
recorded at the prevailing rate at the time of acquisition (or preceding year-end closing rate) as
against the current balance sheet rate.
121
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
12
Income taxes
millions of CHF
2024
2023
Current income tax expenses
–102.9
–79.1
Deferred income tax (expenses) income
14.7
5.4
Total income tax expenses
–88.2
–73.8
The weighted average tax rate results from applying each subsidiary’s statutory income tax rate to the
income before taxes. Since the group operates in countries that have differing tax laws and rates, the
consolidated weighted average effective tax rate may vary from year to year according to variations in
income per country and changes in applicable tax rates.
Reconciliation of income tax expenses
millions of CHF
2024
2023
Income before income tax expenses
353.5
304.3
Weighted average tax rate
22.0%
23.7%
Income taxes at weighted average tax rate
–77.9
–72.1
Income taxed at different tax rates
–25.5
–12.3
Effect of tax loss carryforwards and allowances for deferred income tax
assets
4.4
0.9
Expenses not deductible for tax purposes
–1.2
–11.4
Effect of changes in tax rates and legislation
1.0
0.0
Prior year items and others
11.0
21.2
Total income tax expenses
–88.2
–73.8
Effective income tax rate
24.9%
24.2%
The effective income tax rate for 2024 was 24.9% (2023: 24.2%). In 2024, the effective income tax
rate was impacted by income taxed at different tax rates in the amount of CHF 25.5 million due to
participation exemptions on dividend income and withholding taxes on dividends, trademark royalties
and interests.
Expenses not deductible for tax purposes in the amount of CHF 1.2 million mainly relate to
disallowances of group charges for services, financing and other expenses in India, Mexico, the UK
and the USA.
Effect of tax loss carryforwards and allowances for deferred income tax assets relates to the utilization
of tax losses in Germany, Ireland, UK and USA due to the positive business development. Prior year
items and others include current tax refunds and receivables from a Mutual Agreement Procedure in
Switzerland (CHF 2.3 million), Research and Development super-deduction in China (CHF 1.5 million)
and the refunds from Research and Development tax credits in Brazil and USA.
Additionally, a deferred income tax asset of CHF 2.1 million (2023: 4.0 million) was recognized on a
step-up in relation to the Swiss Corporate Tax Reform (TRAF) enacted in prior periods.
The effective income tax rate for 2023 was 24.2%. The effective income tax rate was impacted by
income taxed at different tax rates in the amount of CHF 12.3 million due to participation exemptions
on dividend income and withholding taxes on dividends, trademark royalties and interests. Expenses
122
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
not deductible for tax purposes in the amount of CHF 11.4 million mainly related to disallowances of
group charges for services, financing and other expenses in India, Mexico, the UK and the USA. Prior
year items and others in 2023 include current tax refunds and receivables from Research and
Development tax credits in Brazil and the USA. Additionally, a deferred income tax asset of CHF 4.0
million was recognized on a step-up in relation to the Swiss Corporate Tax Reform (TRAF) enacted in
prior periods. The deconsolidation of the Russian business positively impacted the reconciliation by
CHF 2.3 million.
Summary of deferred income tax assets and liabilities in the balance sheet
2024
2023
millions of CHF
Assets
Liabilities
Net
Assets
Liabilities
Net
Intangible assets
20.9
–55.0
–34.2
15.0
–52.4
–37.4
Property, plant and equipment
4.8
–16.2
–11.5
5.2
–13.6
–8.4
Other financial assets
12.6
–0.9
11.7
16.6
–1.1
15.6
Inventories
26.4
–3.8
22.6
27.4
–2.2
25.1
Other assets
15.6
–44.0
–28.4
23.7
–55.9
–32.1
Defined benefit obligations
21.4
–2.6
18.7
21.8
–0.1
21.7
Non-current provisions
6.4
–
6.4
9.6
–0.1
9.5
Current provisions
23.7
–0.7
23.0
23.9
–1.5
22.4
Other liabilities
52.7
–11.5
41.2
44.4
–23.0
21.3
Tax loss carryforwards
35.1
–
35.1
23.1
–
23.1
Elimination of intercompany profits
0.8
–
0.8
1.0
–
1.0
Tax assets / liabilities
220.4
–134.8
85.6
211.7
–149.9
61.8
Offset of assets and liabilities
–66.9
66.9
–
–66.8
66.8
–
Net recorded deferred income tax assets and
liabilities
153.6
–67.9
85.6
144.9
–83.2
61.8
Cumulative deferred income taxes recorded in equity as of December 31, 2024, amounted to CHF
-4.8 million (2023: CHF –12.5 million). The group does not recognize any deferred taxes on
investments in subsidiaries because it controls the dividend policy of its subsidiaries – i.e., the group
controls the timing of reversal of the related taxable temporary differences and management is
satisfied that no material amounts will reverse in the foreseeable future.
123
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Movement of deferred income tax assets and liabilities in the balance sheet
2024
millions of CHF
Balance as of
January 1
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Acquired
through
business
combination
Currency
translation
differences
Balance as
of December
31
Intangible assets
–37.4
5.3
–
–0.9
–1.2
–34.2
Property, plant and equipment
–8.4
–2.5
–
–
–0.6
–11.5
Other financial assets
15.6
–4.9
–
–
1.0
11.7
Inventories
25.1
–3.3
–
–
0.8
22.6
Other assets
–32.1
–9.5
12.9
–
0.4
–28.4
Defined benefit obligations
21.7
1.2
–5.1
–
0.9
18.7
Non-current provisions
9.5
–3.6
–
–
0.4
6.4
Current provisions
22.4
0.3
–
–
0.3
23.0
Other liabilities
21.3
20.3
–
–
–0.5
41.2
Tax loss carryforwards
23.1
11.4
–
–
0.7
35.1
Elimination of intercompany profits
1.0
–0.2
–
–
–
0.8
Total
61.8
14.7
7.8
–0.9
2.2
85.6
2023
millions of CHF
Balance as of
January 1
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Divestment of
subsidiaries
Currency
translation
differences
Balance as
of December
31
Intangible assets
–46.1
5.7
–
–
3.0
–37.4
Property, plant and equipment
–13.7
4.5
–
–
0.8
–8.4
Other financial assets
19.7
–2.5
–
–
–1.7
15.6
Inventories
30.3
–3.9
–
–
–1.2
25.1
Other assets
–11.7
17.0
–36.7
–
–0.7
–32.1
Defined benefit obligations
20.7
–0.5
2.3
–
–0.8
21.7
Non-current provisions
8.0
2.2
–
–
–0.7
9.5
Current provisions
28.2
–4.5
–
–
–1.3
22.4
Other liabilities
36.9
–13.8
–
–
–1.7
21.3
Tax loss carryforwards
23.5
1.2
–
–0.6
–1.1
23.1
Elimination of intercompany profits
1.1
–0.1
–
–
–
1.0
Total
96.9
5.4
–34.4
–0.6
–5.5
61.8
124
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Tax loss carryforwards (TLCF)
2024
millions of CHF
Amount
Potential tax
assets
Valuation
allowance
Carrying
amount
Unrecognized
TLCF
Expiring in the next 3 years
0.3
0.0
–
0.0
–
Expiring in 4–7 years
10.6
2.6
–0.0
2.6
0.1
Available without limitation
237.5
43.9
–11.4
32.5
88.7
Total tax loss carryforwards as of December 31
248.3
46.6
–11.4
35.1
88.8
2023
millions of CHF
Amount
Potential tax
assets
Valuation
allowance
Carrying
amount
Unrecognized
TLCF
Expiring in the next 3 years
2.5
0.1
–0.0
0.0
–
Expiring in 4–7 years
3.9
1.0
–0.0
1.0
0.4
Available without limitation
207.6
37.4
–15.4
22.0
90.5
Total tax loss carryforwards as of December 31
213.9
38.5
–15.4
23.1
90.9
Deferred income tax assets are recognized for tax loss carryforwards to the extent that the realization
of the related tax benefit through future taxable profits is probable. No deferred income tax assets
have been recognized on tax loss carryforwards in the amount of CHF 88.8 million (2023: CHF 90.9
million) or on some step-ups in relation with the Swiss corporate tax reform (TRAF), which entered into
effect on January 1, 2020.
Global minimum top-up tax
Sulzer is subject to the global minimum top-up tax under Pillar Two legislation. The domestic top-up
tax “QDMTT” legislation was enacted in Switzerland and became applicable from January 1, 2024.
The international top-up tax legislation (so called “Income Inclusion Rule (IIR)”) was enacted and
became applicable from January 1, 2025. Financial years starting on January 1, 2025, are subject to
IIR. No QDMTT was recorded in 2024, as Sulzer benefits from transitional safe harbors.
The Group has applied the temporary mandatory relief from deferred tax accounting for the impacts of
the top-up tax. The Group recognizes the top-up tax as a current tax when it incurs.
125
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
13
Goodwill and other intangible assets
2024
millions of CHF
Goodwill
Trademarks
and licenses
Research and
development
Computer
software
Customer
relationship
Total
Acquisition cost
Balance as of January 1
977.9
88.0
18.6
53.4
378.5
1’516.3
Acquired through business combination
10.8
2.4
0.6
–
3.9
17.8
Additions
–
0.1
2.2
6.6
0.9
9.7
Disposals
–
–0.0
–
–0.4
–1.5
–1.9
Reclassifications
–
–
–
0.4
–
0.4
Currency translation differences
12.6
3.2
0.1
0.6
4.2
20.8
Balance as of December 31
1’001.4
93.6
21.5
60.6
385.9
1’563.1
Accumulated amortization and impairment losses
Balance as of January 1
340.0
51.3
10.6
31.5
248.1
681.5
Additions 1)
–
8.1
1.4
4.2
24.8
38.5
Disposals
–
–0.0
–
–0.4
–1.5
–1.9
Currency translation differences
–
2.2
0.0
0.3
2.5
5.1
Balance as of December 31
340.0
61.6
12.0
35.7
273.9
723.2
Net book value
As of January 1
637.9
36.6
8.0
21.8
130.4
834.8
As of December 31
661.4
32.1
9.5
24.9
112.1
839.9
1) In the consolidated income statement, the amortization expense for trademark and licenses is recognized in “Research and development expense” and in “Selling and distribution
expense”, the amortization expense for Customer relationship is primarily recognized in “Selling and distribution expense”.
2023
millions of CHF
Goodwill
Trademarks
and licenses
Research and
development
Computer
software
Customer
relationship
Total
Acquisition cost
Balance as of January 1
1’016.9
92.5
16.1
50.7
399.5
1’575.6
Additions
–
–
0.0
5.1
0.9
6.1
Disposals
–
–
–
–0.7
–3.3
–4.0
Reclassifications
–
–
2.6
0.0
0.5
3.1
Currency translation differences
–38.9
–4.6
–0.1
–1.7
–19.2
–64.5
Balance as of December 31
977.9
88.0
18.6
53.4
378.5
1’516.3
Accumulated amortization and impairment losses
Balance as of January 1
340.0
45.8
9.3
30.7
238.6
664.5
Additions 1)
–
7.9
1.3
2.8
24.6
36.6
Disposals
–
–
–
–0.7
–3.3
–4.0
Currency translation differences
–
–2.4
–0.0
–1.2
–11.9
–15.5
Balance as of December 31
340.0
51.3
10.6
31.5
248.1
681.5
Net book value
As of January 1
676.9
46.7
6.7
20.0
160.8
911.2
As of December 31
637.9
36.6
8.0
21.8
130.4
834.8
1) In the consolidated income statement, the amortization expense for trademark and licenses is recognized in “Research and development expense” and in “Selling and distribution
expense”, the amortization expense for Customer relationship is primarily recognized in “Selling and distribution expense”.
126
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Goodwill impairment test
2024
millions of CHF
Goodwill
Headroom
Growth rate
residual value
Pretax discount
rate
Flow
375.4
647.7
2.0%
12.7%
Services
202.1
1’087.1
2.0%
14.1%
Chemtech
83.9
1’085.8
2.0%
11.9%
Total as of December 31
661.4
2’820.7
2023
millions of CHF
Goodwill
Headroom
Growth rate
residual value
Pretax discount
rate
Flow
362.3
628.5
2.0%
9.9%
Services
193.8
1’620.3
2.0%
10.8%
Chemtech
81.8
830.0
2.0%
10.9%
Total as of December 31
637.9
3’078.8
Goodwill is allocated to the smallest cash-generating unit (CGU) at which goodwill is monitored for
internal management purposes (i.e., division). The recoverable amount has been determined based on
a value-in-use calculation. A five-year strategic plan approved by the Board of Directors in February
2024 forms the basis for the projected cash flows. Cash flows beyond the planning period are
extrapolated using a terminal value including a growth rate as stated above.
The calculated value-in-use exceeded the carrying amount of the cash-generating unit with a
substantial margin (i.e., headroom) and an update of the impairment test at the end of the year would
not have resulted in any goodwill impairment. As of December 31, 2024, there is no indication of a
goodwill impairment.
Sensitivity analyses
The recoverable amount from cash-generating units is measured on the basis of value-in-use
calculations significantly impacted by the terminal growth rate used to determine the residual value,
the discount rate and the projected cash flows. The table above shows the amount by which the
estimated recoverable amount of the CGU exceeds its carrying amount (headroom).
Sensitivity analyses were performed with regards to key assumptions, that would not change the
conclusions of the impairment test. An increase of the discount rate by 5.0 percentage points or a
decrease of the terminal growth rate by 5.0 percentage points would still lead to a recoverable
amount exceeding the carrying amount for all CGU’s.
127
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
14
Property, plant and equipment
2024
millions of CHF
Land and
buildings
Machinery and
technical
equipment
Other non-
current assets
Assets under
construction
Total
Acquisition cost
Balance as of January 1
314.6
459.4
165.6
39.9
979.5
Acquired through business combination
3.5
1.3
0.1
-
4.9
Additions
4.2
18.3
7.8
52.4
82.7
Disposals
–0.8
–11.8
–11.5
-
–24.1
Reclassifications
10.5
16.0
6.8
–34.3
–1.0
Currency translation differences
10.1
11.3
3.1
0.8
25.3
Balance as of December 31
342.1
494.4
172.0
58.8
1’067.3
Accumulated depreciation
Balance as of January 1
150.4
338.7
139.7
2.4
631.3
Additions
9.5
27.0
11.0
-
47.5
Disposals
–0.3
–10.3
–10.3
-
–20.9
Reclassifications
1.6
–1.6
0.0
-
–0.0
Impairments
-
-
-
4.5
4.5
Currency translation differences
4.8
9.1
3.4
–0.0
17.2
Balance as of December 31
166.0
362.9
143.7
6.9
679.6
Net book value
As of January 1
164.2
120.6
25.9
37.5
348.2
As of December 31
176.1
131.5
28.2
51.9
387.8
2023
millions of CHF
Land and
buildings
Machinery and
technical
equipment
Other non-
current assets
Assets under
construction
Total
Acquisition cost
Balance as of January 1
326.8
477.5
172.8
36.1
1’013.2
Divestitures of subsidiaries
–0.3
0.0
–0.1
–0.0
–0.4
Additions
3.0
13.8
7.4
35.3
59.5
Disposals
–1.6
–14.4
–9.4
–
–25.4
Reclassifications
9.6
13.8
6.0
–29.1
0.3
Currency translation differences
–22.9
–31.4
–11.1
–2.3
–67.7
Balance as of December 31
314.6
459.4
165.6
39.9
979.5
Accumulated depreciation
Balance as of January 1
152.9
350.1
147.1
2.6
652.6
Divestitures of subsidiaries
–0.2
–0.1
–0.1
-
–0.3
Additions
9.7
24.5
9.6
-
43.9
Disposals
–1.0
–11.3
–9.0
-
–21.3
Impairments (Reversal)
-
–0.1
–0.1
-
–0.2
Currency translation differences
–11.1
–24.4
–7.8
–0.1
–43.4
Balance as of December 31
150.4
338.7
139.7
2.4
631.3
Net book value
As of January 1
173.9
127.4
25.7
33.5
360.5
As of December 31
164.2
120.6
25.9
37.5
348.2
128
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
An impairment of machinery and equipment under construction amounting to CHF 4.5 million was
booked in one of the service centers as of December 31, 2024, and it was recorded within cost of
goods sold. In 2023, impairment of CHF 0.6 million and reversal of impairment amounting to CHF 0.8
million were recorded in other operating expenses.
In 2024, the group sold property, plant and equipment with a book value of CHF 3.2 million for
CHF 3.5 million resulting in a net gain of CHF 0.3 million (2023: property, plant and equipment with a
book value of CHF 4.1 million was sold for CHF 4.6 million, resulting in a net gain of CHF 0.5 million).
The contractual commitments to acquire property, plant and equipment as of December 31, 2024,
amounted to CHF 9.8 million (December 31, 2023: CHF 5.1 million).
129
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
15
Leases
Lease assets
2024
millions of CHF
Land and
buildings, leased
Machinery and
technical
equipment, leased
Other non-current
assets, leased
Total
Balance as of January 1
74.1
5.7
13.4
93.2
Acquired through business combination
0.0
0.4
0.0
0.5
Additions
24.2
3.6
10.6
38.4
Depreciation
–20.0
–2.3
–7.4
–29.7
Remeasurements and contract modifications
0.4
–0.3
0.2
0.4
Currency translation differences
2.2
0.3
0.3
2.8
Total lease assets as of December 31
80.8
7.4
17.1
105.2
2023
millions of CHF
Land and
buildings, leased
Machinery and
technical
equipment, leased
Other non-current
assets, leased
Total
Balance as of January 1
73.0
4.5
12.6
90.1
Additions
24.4
3.8
9.3
37.5
Depreciation
–19.1
–2.1
–6.3
–27.5
Impairments
–0.4
–
–
–0.4
Remeasurements and contract modifications
0.5
–0.1
–1.3
–0.8
Currency translation differences
–4.3
–0.4
–0.9
–5.6
Total lease assets as of December 31
74.1
5.7
13.4
93.2
130
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Lease liabilities
2024
2023
Balance as of January 1
93.0
89.6
Acquired through business combination
0.5
–
Additions
38.4
37.5
Interest expenses
3.0
2.5
Cash flow for repayments – principal portion
–29.7
–28.3
Cash flow for repayments – interest portion
–3.0
–2.5
Remeasurements and contract modifications
0.3
–0.4
Currency translation differences
2.4
–5.4
Total lease liabilities as of December 31
104.9
93.0
- thereof non-current lease liabilities
78.3
69.0
- thereof current lease liabilities
26.6
23.9
The group leases land and buildings used for production, storage or office space. The terms are
typically fixed for a period of three to five years. Various lease contracts for buildings contain
extension options, providing the group with operational flexibility and planning security. Extension
options are included in the measurement of the lease liability and the lease assets only if Management
assesses these extension options as reasonably certain to be exercised.
Other leasing disclosures
millions of CHF
2024
2023
Recognized in the income statement
Expenses relating to short-term leases
–17.1
–15.8
Expenses relating to low-value asset leases, excluding short-term leases of
low-value assets
–1.0
–1.5
Expenses relating to variable lease payments not included in the lease liability
–2.9
–2.7
Income from subleasing right-of-use assets
0.4
0.3
Interest expenses on lease liabilities
–3.0
–2.5
Total recognized in the income statement
–23.6
–22.3
Recognized in the statement of cash flows
Cash flow for short-term, low-value asset and variable leases (included within
cash flow from operating activities)
–21.0
–20.1
Cash flow from subleasing right-of-use assets (included within cash flow from
operating activities)
0.4
0.3
Cash flow for repayments of interest on lease liabilities (included within cash
flow from operating activities)
–3.0
–2.5
Cash flow for repayments of the principal portion on lease liabilities (included
within cash flow from financing activities)
–29.7
–28.3
Total cash outflow
–53.2
–50.5
131
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
16
Associates and joint ventures
millions of CHF
2024
2023
Balance as of January 1
54.7
41.8
Additions
–
17.8
Reclassifications
–
1.8
Share of profit / (loss) of associates and joint ventures
–3.8
–3.2
Dividend payments received
–0.1
–0.2
Currency translation differences
2.1
–3.2
Total investments in associates and joint ventures as of December 31
53.0
54.7
- thereof investments in associates:
52.8
54.5
- thereof investments in joint ventures:
0.2
0.2
In February 2023, the group acquired a strategic stake in Fuenix Ecogy Holding B.V., a circular
technology company, for CHF 10.1 million and classified the investment as an investment in
associates. In September 2023, the group acquired an additional ownership in Cellicon Holding B.V.
for CHF 6.5 million, in addition to an existing ownership of CHF 3.0 million, and the total investment
was classified as an investment in associates.
132
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
17
Other financial assets
2024
millions of CHF
Financial assets at
fair value through
profit or loss
Financial assets at
fair value through
other
comprehensive
income
Financial assets at
amortized costs
Total
Balance as of January 1
23.8
9.5
7.4
40.7
Acquired through business combination
–
–
0.2
0.2
Additions
0.8
1.3
0.0
2.1
Repayments
–1.6
–
–4.2
–5.8
Changes in fair value
–0.1
–6.1
–
–6.2
Currency translation differences
0.0
–
0.2
0.2
Balance as of December 31
23.0
4.7
3.5
31.2
– thereof non-current
22.4
4.7
3.2
30.2
– thereof current
0.6
–
0.4
1.0
2023
millions of CHF
Financial assets at
fair value through
profit or loss
Financial assets at
fair value through
other
comprehensive
income
Financial assets at
amortized costs
Total
Balance as of January 1
24.4
8.8
9.3
42.5
Recognized through deconsolidation
–
–
3.1
3.1
Additions
1.0
–
0.3
1.3
Repayments 1)
–
–
–7.8
–7.8
Changes in fair value
3.3
0.7
–
4.0
Other non-cash items
–
–
2.6
2.6
Reclassifications
–3.0
–
–
–3.0
Currency translation differences
–1.7
–
–0.2
–2.0
Balance as of December 31
23.8
9.5
7.4
40.7
– thereof non-current
22.2
9.5
6.7
38.4
– thereof current
1.6
–
0.7
2.3
1) Repayments in the amount of CHF 4.9 million are presented in the statement of cash flows in “Divestitures and deconsolidation of subsidiaries, net of cash”.
Financial assets that belong to the category “financial assets at fair value through profit or lossˮ
include investments in equity securities.
133
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
The financial assets in the category “financial assets at fair value through other comprehensive
incomeˮ are primarily comprised of medmix shares amounting to CHF 4.4 million (2023:
CHF 9.5 million), which were received as part of the Applicator Systems spin-off in 2021. The financial
investment in medmix Ltd is recognized at its fair value based on the share price of medmix Ltd (a
level 1 hierarchy valuation). Management has designated this investment at fair value through other
comprehensive income at initial recognition. In 2024, fair value changes of financial assets at fair value
through other comprehensive income amounting to CHF -6.1 million (2023: CHF 0.7 million) were
recorded in other comprehensive income, with an associated deferred tax effect of CHF 1.2 million
(2023: CHF -0.1 million). The dividend received amounted to CHF 0.2 million (2023: CHF 0.2 million).
18
Inventories
millions of CHF
2024
2023
Raw materials, supplies and consumables
160.7
166.9
Work in progress
282.5
255.4
Finished products and trade merchandise
71.9
72.8
Total inventories as of December 31
515.1
495.1
In 2024, the group recognized write-downs of CHF 19.1 million in the income statement. In 2023, the
total write-downs amounted to CHF 16.6 million. The accumulated write-downs on inventories
amounted to CHF 77.6 million as of December 31, 2024 (2023: CHF 72.7 million). Material expenses in
2024 amounted to CHF 1’238.8 million (2023: CHF 1’239.4 million).
134
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
19
Assets and liabilities related to contracts with customers
millions of CHF
2024
2023
Sales recognized over time related to ongoing performance obligations
870.1
625.2
Sales recognized over time related to satisfied performance obligations
500.3
519.9
Sales recognized over time
1’370.4
1’145.1
Sales recognized at a point in time
2’160.2
2’136.6
Sales
3’530.6
3’281.7
– thereof sales recognized included in the contract liability balance at the
beginning of the period
451.0
382.3
– thereof sales recognized from performance obligations satisfied (or partially
satisfied) in previous periods
4.9
–0.0
Contract assets from sales recognized over time relating to ongoing
performance obligations
1’220.4
1’048.4
Expected loss rate
0.1%
0.1%
Allowance for expected losses
–1.5
–1.3
Reversal of write-offs / (write-offs) on contract assets in the disposal group
classified as held for sale (see note 4)
–
2.0
Netting with contract liabilities
–718.8
–619.0
Contract assets
500.1
430.1
Contract liabilities from costs recognized over time relating to ongoing
performance obligations
175.8
145.4
Advance payments from customers relating to point in time contracts
248.7
203.7
Advance payments from customers relating to over time contracts
825.7
720.8
Netting with contract assets
–718.8
–619.0
Contract liabilities
531.3
451.0
Order backlog (aggregate amount of transaction price allocated to unsatisfied
performance obligations)
2’300.0
1’946.8
– thereof expected to be recognized as revenue within 12 months
2’151.9
1’810.9
– thereof expected to be recognized in more than 12 months
148.1
135.9
135
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
20
Trade accounts receivable
Aging structure of trade accounts receivable
2024
2023
millions of CHF
Expected
loss rate
Gross
amount
Allowance
Net book
value
Expected
loss rate
Gross
amount
Allowance
Net book
value
Not past due
0.1%
493.8
–0.5
493.3
0.1%
393.1
–0.4
392.7
Past due
1–30 days
1.7%
76.5
–1.3
75.2
0.7%
61.7
–0.5
61.2
31–60 days
2.2%
30.1
–0.7
29.4
2.6%
29.3
–0.8
28.6
61–120 days
3.6%
35.7
–1.3
34.4
6.4%
24.9
–1.6
23.3
>120 days
45.5%
87.8
–39.9
47.9
53.7%
75.7
–40.6
35.0
Total trade
accounts
receivable as of
December 31
723.8
–43.6
680.2
584.7
–43.8
540.8
Allowance for doubtful trade accounts receivable
millions of CHF
2024
2023
Balance as of January 1
43.8
49.1
Reclassifications
3.1
–
Additions
13.1
9.0
Released as no longer required
–12.7
–7.4
Utilized
–4.9
–3.8
Currency translation differences
1.2
–3.1
Balance as of December 31
43.6
43.8
The recoverability of trade accounts receivable is regularly reviewed, and the credit quality of new
customers is thoroughly assessed. Due to the large and heterogeneous customer base, the credit risk
from individual customers of the group is limited. The allowance for doubtful trade accounts
receivable is based on expected credit losses by country and by division. These are based on
historical observed default rates over the expected life of the trade receivables and are adjusted for
forward-looking information such as development of gross domestic product (GDP).
136
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Accounts receivable by geographical region
millions of CHF
2024
2023
Europe, the Middle East and Africa
318.1
250.0
– thereof United Kingdom
77.9
52.1
– thereof Saudi Arabia
48.4
32.8
– thereof France
21.4
24.9
– thereof United Arab Emirates
21.2
12.8
– thereof Spain
20.1
20.7
Americas
178.3
131.0
– thereof USA
110.0
79.7
Asia-Pacific
183.8
159.8
– thereof China
114.9
102.8
Total as of December 31
680.2
540.8
137
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
21
Other current receivables and prepaid expenses
millions of CHF
2024
2023
Taxes (VAT, withholding tax)
69.4
61.3
Derivative financial instruments
3.0
13.9
Other current receivables
18.2
22.6
Total other current receivables as of December 31
90.7
97.8
Prepaid expenses
28.1
25.6
Total prepaid expenses as of December 31
28.1
25.6
Total other current receivables and prepaid expenses as of December 31
118.8
123.4
For further details on derivative financial instruments, refer to
Other current receivables and
prepaid expenses do not include any material positions that are past due or impaired.
note 28.
138
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
22
Cash and cash equivalents
millions of CHF
2024
2023
Cash
871.7
780.8
Cash equivalents
188.9
193.9
Total cash and cash equivalents as of December 31
1’060.6
974.7
As of December 31, 2024, the group held restricted cash and cash equivalents of CHF 10.7 million
(2023: CHF 13.5 million).
139
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
23
Equity
Share capital
2024
2023
thousands of CHF
Number of
shares
Share capital
Number of
shares
Share capital
Balance as of December 31 (par value CHF 0.01)
34’262’370
342.6
34’262’370
342.6
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. On December 31,
2024, conditional share capital amounted to CHF 17’000 (2023: CHF 17’000), consisting of 1’700’000
shares with a par value of CHF 0.01.
Share ownership
Sulzer shares are freely transferable provided that, when requested by the company to do so, buyers
declare that they have purchased and will hold the shares in their own name and for their own
account. Nominees will only be entered in the share register with the right to vote provided that they
meet the following conditions: the nominee is subject to the supervision of a recognized banking and
financial market regulator; the nominee has entered into an agreement with the Board of Directors
concerning its status; the share capital held by the nominee does not exceed 3% of the registered
share capital entered in the commercial register; and the names, addresses and number of shares of
those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been
disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees
with voting rights in the share register, provided that the above-mentioned conditions are met (see
also paragraph 6a of the Articles of Association at
).
https://www.sulzer.com/en/shared/about-us/
corporate-governance
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
Retained earnings
The retained earnings include prior years’ undistributed income of consolidated companies and all
remeasurements of the net defined benefit assets and liabilities and other transactions recorded
directly in retained earnings.
Treasury shares
During 2024, the group acquired 282’500 treasury shares for CHF 33.2 million (2023: 260’000 shares
for CHF 20.9 million). The total number of shares held by the group as of December 31, 2024,
amounted to 509’455 treasury shares (December 31, 2023: 451’074 shares).
140
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
The treasury shares are held for the purpose of issuing shares under the management share-based
payment programs.
Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of
cash flow hedging instruments where the hedged transaction has not yet occurred. Amounts are
reclassified to profit or loss when the associated hedged transaction affects the income statement.
Currency translation reserve
The currency translation reserve comprises all foreign exchange differences arising on the translation
of the financial statements of controlled entities, whose functional currency differs from the reporting
currency of the group. The cumulative amount is reclassified to profit or loss when the net investment
is derecognized.
Acquisition of non-controlling interests without a change of control
Reference is made to
.
note 3
Transactions with non-controlling interests
In 2024, the group reduced its ownership in Sulzer Pumps (Nigeria) Ltd.; reference is made to note 3.
In 2023, an agreement entered into with non-controlling shareholders of a subsidiary, agreeing on a
fixed profit distribution for that subsidiary, resulted in the recognition of liability and a reduction in
non-controlling interests.
Contribution from medmix
The contribution relates to vested shares under Sulzer share plans for medmix employees.
Dividends
On April 16, 2024, the Annual General Meeting approved an ordinary dividend of CHF 3.75 (2023:
ordinary dividend of CHF 3.50) per share to be paid out of reserves. The dividend was paid to
shareholders on April 22, 2024. The total amount of the dividend to shareholders of Sulzer Ltd was
CHF 127.3 million (2023: CHF 118.9 million), thereof paid dividends of CHF 86.5 million (2023: CHF
80.9 million), and unpaid dividends of CHF 40.8 million (2023: CHF 38.1 million). The unpaid dividends
are reflected in the balance sheet position “Other current and accrued liabilitiesˮ (see
).
note 27
The Board of Directors decided to propose to the Annual General Meeting 2025 a dividend for the
year 2024 of CHF 4.25 per share (2023: CHF 3.75).
141
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
24
Earnings per share
2024
2023
Net income attributable to shareholders of Sulzer Ltd (millions of CHF)
261.9
229.1
Issued number of shares
34’262’370
34’262’370
Adjustment for average treasury shares held
–406’494
–377’719
Average number of shares outstanding as of December 31
33’855’876
33’884’651
Adjustment for share participation plans
411’402
490’686
Average number of shares for calculating diluted earnings per share as of
December 31
34’267’278
34’375’337
Earnings per share, attributable to a shareholder of Sulzer Ltd (in CHF) as of
December 31
Basic earnings per share
7.73
6.76
Diluted earnings per share
7.64
6.67
142
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
25
Borrowings
2024
millions of CHF
Non-current
borrowings
Current borrowings
Total
Balance as of January 1
795.2
261.1
1’056.3
Acquired through business combination
1.6
1.3
2.9
Cash flow from proceeds
249.3
42.3
291.6
Cash flow for repayments
–
–293.3
–293.3
Changes in amortized costs
0.3
0.1
0.4
Reclassifications 1)
–301.3
300.2
–1.1
Currency translation differences
–0.0
0.3
0.3
Total borrowings as of December 31
745.0
312.0
1’057.1
1) Including a reclass to other non-current liabilities of CHF -0.9 million and to other current and accrued liabilities of CHF -0.2 million.
2023
millions of CHF
Non-current
borrowings
Current borrowings
Total
Balance as of January 1
1’043.9
311.4
1’355.3
Cash flow from proceeds
–
26.0
26.0
Cash flow for repayments
–0.0
–324.9
–325.0
Changes in amortized costs
0.3
0.1
0.4
Other non-cash increase
0.9
0.1
1.0
Reclassifications
–249.9
249.9
0.0
Currency translation differences
–0.1
–1.5
–1.6
Total borrowings as of December 31
795.2
261.1
1’056.3
Borrowings by currency
2024
2023
millions of
CHF
in % Interest rate
millions of
CHF
in % Interest rate
CHF
1’043.9
98.8
1.5%
1’044.2
98.9
1.4%
INR
4.7
0.4
7.3%
4.7
0.4
5.6%
IDR
4.3
0.4
8.4%
3.3
0.3
8.7%
USD
2.2
0.2
0.2%
1.5
0.1
3.8%
AED
–
–
0.9
0.1
2.8%
EUR
1.6
0.1
6.0%
0.5
0.0
–
Other
0.4
0.0
0.0%
1.2
0.1
–
Total as of December 31
1’057.1
100.0
–
1’056.3
100.0
–
143
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
As of December 2024, Sulzer has access to a syndicated credit facility of CHF 500 million maturing in
December 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. The facility is subject to financial covenants based on net financial indebtedness and
EBITDA, which were adhered to throughout the reporting period. As of December 31, 2024, and 2023,
the syndicated facility was not used.
Outstanding bonds
2024
2023
millions of CHF
Amortized costs
Nominal Amortized costs
Nominal
0.875% 07/2016–07/2026
125.0
125.0
124.9
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% 12/2022–11/2026
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
1’044.1
1’045.0
– thereof non-current
744.0
745.0
794.2
795.0
– thereof current
299.9
300.0
250.0
250.0
On October 22, 2024, Sulzer repaid CHF 250.0 million for the single tranche of a bond issued in 2018.
This bond had a term of six years and carried a coupon of 1.600%.
On October 21, 2024, Sulzer issued a CHF 250.0 million single tranche bond. The bond has a term of
four years and carries a coupon of 1.7725% at a price of 100.000%.
On July 6, 2023, Sulzer repaid CHF 290.0 million for the second and last tranche of a bond issued in
2018. This second tranche had a term of 5 years and carried a coupon of 1.300%.
All the outstanding bonds are traded on SIX Swiss Exchange.
144
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
26
Provisions
2024
millions of CHF
Other
employee
benefits
Warranties /
liabilities
Restructuring Environmental
Other
Total
Balance as of January 1
33.2
98.8
5.0
12.4
42.6
192.0
Acquired through business combination
–
0.0
–
–
0.1
0.2
Additions
8.6
39.3
4.6
–
30.5
83.0
Released as no longer required
–1.8
–19.8
–0.9
–0.2
–15.1
–37.8
Utilized
–5.5
–20.7
–5.4
–0.0
–19.8
–51.5
Reclassification
–
–0.8
–
–
0.8
–0.0
Currency translation differences
1.2
1.5
0.1
0.3
1.1
4.1
Total provisions as of December 31
35.7
98.3
3.4
12.4
40.1
189.9
– thereof non-current
20.8
2.7
0.4
12.4
9.9
46.2
– thereof current
14.8
95.6
2.9
0.0
30.3
143.8
2023
millions of CHF
Other
employee
benefits
Warranties /
liabilities
Restructuring Environmental
Other
Total
Balance as of January 1
44.5
92.3
8.1
11.4
57.8
214.1
Additions
8.0
41.6
5.2
1.2
35.9
91.9
Released as no longer required
–4.2
–9.6
–2.2
–
–16.5
–32.6
Utilized
–7.1
–19.4
–4.7
–0.1
–32.5
–63.9
Reclassification 1)
–6.0
–
–
–
–
–6.0
Currency translation differences
–1.9
–6.0
–1.3
–0.2
–2.0
–11.4
Total provisions as of December 31
33.2
98.8
5.0
12.4
42.6
192.0
– thereof non-current
22.0
2.8
0.5
12.3
9.1
46.7
– thereof current
11.2
96.0
4.6
0.0
33.4
145.3
1) Includes a reclassification of CHF 6.0 million to the defined benefit obligation, see note 8.
The category “Other employee benefitsˮ includes provisions for jubilee gifts and other obligations to
employees.
The category “Warranties / liabilitiesˮ includes provisions for warranties, customer claims, penalties,
litigation and legal cases relating to goods delivered or services rendered. Warranties that provide
customers with assurance that the product complies with the agreed specifications are accounted for
as provisions over the agreed warranty period.
In 2024, the group utilized CHF 5.4 million (2023: CHF 4.7 million) of restructuring provisions mainly
relating to reorganization in the Flow and Services division. The group recorded restructuring
provisions of CHF 4.6 million (2023: CHF 5.2 million), partly offset by released restructuring provisions
of CHF 0.9 million (2023: CHF 2.2 million). Restructuring costs mainly relate to reorganization in the
Services division. The remaining restructuring provision as of December 31, 2024, is CHF 3.4 million,
of which CHF 2.9 million is expected to be utilized within one year.
145
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
“Environmentalˮ mainly consists of expected costs related to inherited liabilities.
“Otherˮ includes provisions that do not fit into the aforementioned categories. A large number of these
provisions refer to onerous contracts and indemnities, in particular related to divestitures. In addition,
provisions for ongoing asbestos lawsuits and other legal claims are included. Based on the currently
known facts, the group is of the opinion that the resolution of the open cases will not have material
effects on its liquidity or financial condition. Although the group expects a large part of the category
“Otherˮ to be realized in 2025, by their nature, the amounts and timing of any cash outflows are
difficult to predict.
146
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
27
Other current and accrued liabilities
millions of CHF
2024
2023
Liability related to the purchase of treasury shares
90.4
88.1
Outstanding dividend payments
318.0
277.2
Taxes (VAT, withholding tax)
41.9
31.4
Derivative financial instruments
10.3
3.2
Other current liabilities
57.3
38.9
Total other current liabilities as of December 31
518.0
438.9
Contract-related costs
136.3
121.3
Salaries, wages and bonuses
140.1
121.9
Vacation and overtime claims
26.6
23.0
Other accrued liabilities
154.2
147.3
Total accrued liabilities as of December 31
457.2
413.5
Total other current and accrued liabilities as December 31
975.2
852.4
The outstanding dividend payments of CHF 318.0 million (2023: CHF 277.2 million) are explained in
note 23.
147
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
28
Derivative financial instruments
2024
2023
Derivative assets
Derivative liabilities
Derivative assets
Derivative liabilities
millions of CHF
Notional
value
Fair
value
Notional
value
Fair
value
Notional
value
Fair
value
Notional
value
Fair
value
Forward exchange
rate contracts
376.5
3.0
750.7
10.3
817.6
13.9
276.1
3.2
Total as of
December 31
376.5
3.0
750.7
10.3
817.6
13.9
276.1
3.2
– thereof due in <1
year
376.5
3.0
750.7
10.3
817.6
13.9
276.1
3.2
– thereof due in 1–5
years
–
–
–
–
–
–
–
–
In 2024, the notional value and the fair value of derivative assets and liabilities consists of current
derivative financial instruments. Some of these derivative assets and liabilities are dedicated as
hedging instruments for cash flow hedges. The cash flow hedges of expected future sales were
assessed as highly effective. In 2024, the net unrealized losses for cash flow hedges recorded in the
cash flow hedge reserves in other comprehensive income amount to CHF -7.5 million (2023: gains of
CHF 8.3 million), net of a deferred tax impact of CHF 3.3 million (2023: CHF 2.7 million). As of
December 31, 2024, the accumulated cash flow hedge reserve amounts to CHF -5.5 million (2023:
CHF 5.3 million) with recognized net deferred tax assets of CHF 2.2 million (2023: deferred tax
liabilities of CHF 1.0 million) relating to these cash flow hedges included in the cash flow hedge
reserves. In 2024, gains of CHF 3.4 million (2023: gains of CHF 2.6 million) were reclassified from the
cash flow hedge reserves to the income statement. The maximum exposure to credit risk at the
reporting date is the fair value of the derivative assets in the balance sheet.
The hedged, highly probable forecast transactions denominated in foreign currencies are mostly
expected to occur at various dates during the next 12 months. Gains and losses recognized in the
cash flow hedge reserve in equity on forward foreign exchange contracts as of December 31, 2024,
are recognized either in sales, cost of goods sold or other operating income / expenses in the period
or periods during which the hedged transaction affects the income statement. This is generally within
12 months from the balance sheet date unless the gain or loss is included in the initial amount
recognized for the purchase of fixed assets, in which case recognition is over the lifetime of the asset
(5 to 10 years).
The group enters into derivative financial instruments under enforceable master netting arrangements.
These agreements do not meet the criteria for offsetting derivative assets and derivative liabilities in
the consolidated balance sheet. As of December 31, 2024, the amount subject to such netting
arrangements was CHF 2.0 million (2023: CHF 2.1 million). Considering the effect of these
agreements, the amount of derivative assets would reduce from CHF 3.0 million to CHF 1.0 million
(2023: from CHF 13.9 million to CHF 11.8 million), and the amount of derivative liabilities would reduce
from CHF 10.3 million to CHF 8.3 million (2023: from CHF 3.2 million to CHF 1.1 million).
148
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
29
Contingent liabilities
millions of CHF
2024
2023
Guarantees in favor of third parties
8.2
9.9
Total contingent liabilities as of December 31
8.2
9.9
As of December 31, 2024, guarantees provided to third parties amounted to CHF 8.2 million (2023:
CHF 9.9 million) and relate to disposed businesses.
149
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
30
Share participation plans
Share-based payments charged to personnel expenses
millions of CHF
2024
2023
Restricted share unit plan
0.7
0.9
Performance share plan
12.7
11.7
Total charged to personnel expenses
13.4
12.6
The compensation charged to personnel expenses for the services received during the period
amounts to CHF 13.4 million including CHF 12.7 million relating to equity-settled plans credited in the
retained earnings. The remaining CHF 0.7 million corresponds to cash-settled plans.
Restricted share unit plan settled in Sulzer shares
This long-term incentive plan covers the Board of Directors. Restricted share units (RSU) are granted
annually. Awards to members of the Board of Directors automatically vest with the departure from the
Board members. 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. The fair value of the RSU granted is measured
at the grant date closing share price of Sulzer Ltd, and discounted over the vesting period using a
discount rate that is based on the yield of Swiss government bonds for the duration of the vesting
period. Participants are not entitled to dividends declared during the vesting period. Consequently,
the grant date fair value of the RSU is reduced by the present value of the dividends expected to be
paid during the vesting period.
Given the spin-off of the Applicator Systems division in 2021, the group neutralized the consequences
of the demerger for the restricted share plans. The number of originally granted RSU was recalculated
to neutralize the effect of the spin-off on the share price, resulting in the same fair value before and
after the spin-off, and did not impact the share-based payments expense. In 2024, the last plan
impacted by the spin-off vested.
Restricted share units
Grant year
2024
2023
2022
2021
2020
Total
Outstanding as of January 1, 2023
–
–
11’637
6’288
3’170
21’095
Granted
–
10’128
–
–
–
10’128
Exercised
–
–
–6’279
–4’344
–3’170
–13’793
Outstanding as of December 31, 2023
10’128
5’358
1’944
–
17’430
Outstanding as of January 1, 2024
–
10’128
5’358
1’944
–
17’430
Granted
6’942
–
–
–
–
6’942
Exercised
–
–3’376
–2’679
–1’944
–
–7’999
Outstanding as of December 31, 2024
6’942
6’752
2’679
–
–
16’373
Average fair value at grant date in CHF
112.58
77.05
77.82
106.32
65.22
150
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Performance share plan settled in Sulzer shares
This long-term incentive plan covers the members of the Executive Committee and the members of
the Sulzer Management Group. Performance share units (PSU) are granted annually, depending on
the organizational position of the employee.
Vesting of the PSUs is subject to continuous employment and to the achievement of performance
conditions over the performance period. Participants are not entitled to dividends declared during the
vesting period. Vesting of the performance share plans (PSP) is based on three performance
conditions: operational income before restructuring, amortization, impairments and non-operational
items (operational profit) in the last year of the performance period (weighted 25%), average
operational return on capital employed (operational ROCEA) (weighted 25%), and Sulzer’s total return
to shareholders (TSR), compared to a selected group of peer companies (weighted 50%).
TSR is measured with a starting value of the volume-weighted average share price (VWAP) over the
last three months prior to the first year, and an ending value of the VWAP over the last three months
of the vesting period. The rank of Sulzer’s TSR at the end of the performance period determines the
effective number of total shares.
The group neutralized the consequences of the spin-off of the Applicator Systems division in
2021. The number of originally granted PSUs was recalculated to neutralize the effect of the spin-off
on share price, resulting in the same fair value before and after the spin-off. The target values of the
Applicator Systems business for the PSP 2020 and PSP 2021, as derived from their respective three-
year financial plans, are deducted for the Sulzer group. As a result, the target values for the group
comprise only what remain as continuing businesses within the group. Furthermore, for each non-
market performance condition (i.e., operational profit and operational ROCEA) of PSP 2020 and PSP
2021, the performance curve depicting the gradient formed from the threshold and cap performance
level remains unchanged.
The following inputs were used to determine the fair value of the PSUs at grant date using a Monte
Carlo simulation:
Grant year
2024
2023
2022
2021
2020
Fair value at grant date
125.65
88.38
84.69
124.95
78.18
Share price at grant date
109.70
77.45
76.35
101.12
76.05
Expected volatility
27.50%
28.76%
35.59%
34.68%
37.45%
Risk-free interest rate
1.03%
1.96%
0.39%
–0.58%
–0.64%
The expected volatility of the Sulzer share and the peer group companies is determined by the
historical volatility. The zero-yield curves of those countries in which the companies and indices are
listed were used as the relevant risk-free rates. Historical data was used to arrive at an estimate for
the correlation between Sulzer and the peer companies. For the TSR calculation, all dividends paid
during the vesting period are added to the closing share price.
151
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Performance share units – terms of awards
Grant year
2024
2023
2022
2021
2020
Number of awards granted
77’697
99’244
97’930
90’527
151’422
Grant date
April 1,
2024
April 1,
2023
April 1,
2022
April 1,
2021
June 1,
2020
Performance period for cumulative operational profit
01/24–
12/26
01/23–
12/25
01/22–
12/24
01/21–
12/23
01/20–
12/22
Performance period for TSR
01/24–
12/26
01/23–
12/25
01/22–
12/24
01/21–
12/23
01/20–
12/22
Fair value at grant date in CHF
125.65
88.38
84.69
124.95
78.18
Performance share units
Grant year
2024
2023
2022
2021
2020
Total
Initially granted
77’697
99’244
97’930
90’527
151’422
516’820
APS division spin-off restatement
–
–
–
44’801
74’680
119’481
Outstanding as of January 1, 2023
–
–
94’186
117’069
199’164
410’419
Granted
–
99’244
–
–
–
99’244
Exercised
–
–1’576
–6’666
–6’470
–199’164
–213’876
Forfeited
–
–3’386
–10’587
–1’867
–
–15’840
Outstanding as of December 31, 2023
–
94’282
76’933
108’732
–
279’947
Outstanding as of January 1, 2024
–
94’282
76’933
108’732
–
279’947
Granted
77’697
–
–
–
77’697
Exercised
–27
–3’778
–5’526
–108’732
–
–118’063
Forfeited
–131
–4’664
–1’900
–
–6’695
Outstanding as of December 31, 2024
77’539
85’840
69’507
–
–
232’886
152
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
31
Transactions with members of the Board of Directors,
Executive Committee and related parties
Key management compensation
2024
2023
thousands of CHF
Short-term
benefits
Equity-based
compensation
Pension and
social
security
contributions
Total
Short-term
benefits
Equity-based
compensation
Pension and
social
security
contributions
Total
Board of Directors
1’302
780
267
2’349
1’231
780
272
2’283
Executive Committee
7’107
3’850
1’591
12’548
8’681
3’231
1’892
13’804
As of December 31, 2024, there are no outstanding loans with members of the Board of Directors or
the Executive Committee. No shares have been granted to members of the Board of Directors, the
Executive Committee, or related persons, with the exception of shares granted in connection with
equity-settled plans and service awards.
Transactions and balances with associates and joint ventures
In 2024, the group recorded transactions and balances with associates and joint ventures. Sales with
associates amounted to zero (2023: CHF 0.5 million), other operating income amounted to CHF 0.3
million (2023: zero), the operating expenses amounted to CHF 0.2 million (2023: CHF 1.5 million), and
as of December 31, 2024, trade receivables with associates amounted to CHF 0.3 million (2023: zero),
and trade payables amounted to CHF 0.0 million (2023: zero). The operating expenses with joint
ventures amounted to CHF 4.3 million (2023: zero), and interest income to CHF 0.1 million (2023:
zero). As of December 31, 2024, loan receivables amounted to CHF 1.7 million (2023: CHF 2.0 million),
other receivables amounted to CHF 0.1 million (2023: zero), and payables amounted to CHF 0.6
million (2023: CHF 0.1 million). See
for details on the investments in associates and joint
ventures.
note 16
Transactions and balances with other related parties
In 2024, open payables with related parties amounted to CHF 408.4 million (2023: CHF 365.4 million),
of which CHF 90.4 million (2023: CHF 88.1 million) related to the purchase of treasury shares (see
) and CHF 318.0 million (2023: CHF 277.2 million) related to outstanding dividend payments
(see
and
).
note 27
note 23
note 27
All related party transactions are priced on an arm’s-length basis.
153
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
32
Auditor remuneration
Fees for the audit services by KPMG as the appointed group auditor amounted to CHF 4.1 million
(2023: CHF 3.7 million). Additional services provided by the group auditor amounted to a total of
CHF 2.0 million (2023: CHF 0.6 million). This amount includes CHF 0.3 million (2023: CHF 0.2 million)
for tax services and CHF 1.7 million (2023: CHF 0.4 million) for other services.
154
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33
Key accounting policies and valuation methods
33.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with IFRS Accounting
Standards using the historical cost convention except for:
financial assets at fair value through profit or loss and financial assets at fair value through other
comprehensive income; and
net position from defined benefit plans, where plan assets are measured at fair value and the
plan liabilities are measured at the present value of the defined benefit obligations (see note
33.18 a).
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and have been applied consistently by all subsidiaries.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgment in the process of applying
the group’s accounting policies. The areas involving a higher degree of judgment or complexity or
areas where assumptions and estimates are significant to the consolidated financial statements are
disclosed in
.
note 5
Rounding
Due to rounding, numbers presented throughout the consolidated financial statements may not add
up precisely to the totals provided. All ratios, percentages and variances are calculated using the
underlying amount rather than the presented rounded amount.
Tables
Within tables, blank fields generally indicate that the field is not applicable or not meaningful, or that
information is not available as of the relevant date or for the relevant period. Dashes (–) generally
indicate that the respective figure is zero, while a zero (0.0) indicates that the relevant figure has been
rounded to zero.
33.2 Change in accounting policies
a) Standards, amendments and interpretations which were effective for 2024
Starting from January 1, 2024, the group applied changes in standards, amendments and
interpretations that became effective January 1, 2024. None of these changes had a material effect on
the financial statements of the group.
The group has adopted the following amendments for the first time from January 1, 2024:
Amendments to IAS 1 Presentation of Financial Statements – Classification of liabilities as
current or non-current and non-current liabilities with covenants. The amendments provide
clarification when an entity should classify liabilities as current or non-current and introduce new
disclosure requirements for non-current liabilities that are subject to future covenants.
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures –
Disclosure of supplier finance arrangements. The amendments introduce new disclosure
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requirements for supplier finance arrangements that should allow users to assess the impact of
such agreements on an entity’s liabilities, cash flows and liquidity risk.
Amendments to IFRS 16 Leases – Lease liability in a sale and leaseback. The amendments
provide further clarification how the lease liability should be measured by a seller-lessee.
b) Standards, amendments and interpretations issued but not yet effective, which the group
decided not to adopt early in 2024
The following amended standards will become effective from January 1, 2025. The group does not
expect these to have a material impact on the consolidated financial statements:
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of
Exchangeability. The amendments provide guidance for the assessment if a currency is
exchangeable into another currency and how to determine the spot exchange rate in case a
currency is not exchangeable.
The following amended or new standards will become effective from January 1, 2026 or later. The
group is in the process of assessing the below amendments:
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosure –
Classification and measurement of financial instruments. The amendments include clarification
about the date on which a financial liability is derecognized in case of a settlement via electronic
cash transfers, as well as clarification about the classification of financial assets with features
linked to environmental, social and corporate governance (ESG). The amendments will become
effective from January 1, 2026.
Annual Improvements to IFRS Accounting Standards: Volume 11 - The objective is to enhance
the quality of standards, by amending exsting IFRSs to clarify guidance and wording, or to
correct for minor unintended consequences, conflicts or oversights. The amendments will
become effective from January 1, 2026.
IFRS 18 Presentation and Disclosure in Financial Statements - The new standard introduces new
requirements to the presentation structure of the financial statements as well as additional
disclosure requirements. The new standard will become effective from January 1, 2027.
33.3 Consolidation
a) Business combinations
The group accounts for business combinations using the acquisition method when control is
transferred to the group. The consideration transferred in the acquisition is measured at the fair value
of the assets given, the liabilities incurred to the former owner of the acquiree and the equity interest
issued by the group. Any goodwill arising is tested annually for impairment. Any gain on a bargain
purchase is recognized in the income statement immediately. Acquisition-related costs are expensed
as incurred, except if related to the issue of debt or equity securities. Identifiable assets acquired, and
liabilities and contingent liabilities assumed in a business combination, are measured initially at their
fair values at the acquisition date.
Any contingent consideration payable is measured at fair value at the acquisition date. If the
contingent consideration is classified as equity, then it is not remeasured and settlement is accounted
for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are
recognized in the income statement.
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b) Subsidiaries
Subsidiaries are all entities controlled by the group. The group controls an entity when it is exposed
to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. The financial statements of subsidiaries are included in
the consolidated financial statements from the date on which control commences until the date on
which control ceases.
According to the full consolidation method, all assets and liabilities and income and expenses of the
subsidiaries are included in the consolidated financial statements. The share of non-controlling
interests in the net assets and results is presented separately as non-controlling interests in the
consolidated balance sheet and income statement, respectively.
c) Non-controlling interests
The group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, at the non-controlling interest’s proportionate share of the recognized amounts of the
acquiree’s identifiable net assets. Transactions with non-controlling interests that do not result in loss
of control are accounted for as equity transactions.
d) Loss of control
When the group loses control over a subsidiary, it derecognizes the assets and liabilities of the
subsidiary, and any related non-controlling interest and other components of equity. Any resulting
gain or loss is recognized in the income statement. Any interest retained in the former subsidiary is
measured at fair value when control is lost.
e) Associates and joint ventures
Associates are those entities in which the group has significant influence, but no control, over the
financial and operating policies. Significant influence is presumed to exist when the group holds,
directly or indirectly, between 20% and 50% of the voting rights. Joint ventures are those entities over
whose activities the group has joint control, established by contractual agreement and requiring
unanimous consent for strategic, financial and operating decisions. Associates and joint ventures are
accounted for using the equity method and are initially recognized at cost.
f) Transactions eliminated on consolidation
All material intercompany transactions and balances and any unrealized gains arising from
intercompany transactions are eliminated in preparing the consolidated financial statements.
Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there
is no evidence of impairment.
33.4 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Chief Executive Officer. The Chief Executive Officer, who is responsible for allocating resources and
assessing performance (e.g., operating income) of the operating segments, has been identified as
chief operating decision maker.
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33.5 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of subsidiaries are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The
consolidated financial statements are presented in Swiss francs (CHF).
The following table shows the major currency exchange rates for the reporting periods 2024 and
2023:
2024
2023
CHF
Average
rate
Year-end
rate
Average
rate
Year-end
rate
EUR 1
0.95
0.94
0.97
0.93
GBP 1
1.12
1.13
1.12
1.08
USD 1
0.88
0.90
0.90
0.84
CNY 100
12.23
12.38
12.68
11.89
INR 100
1.05
1.05
1.09
1.01
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognized in the income statement.
c) Subsidiaries
The results and balance sheet positions of subsidiaries that have a functional currency different from
the presentation currency of the group are translated into the presentation currency as follows:
Assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet.
Income and expenses for each income statement are translated at average exchange rates.
Translation differences resulting from consolidation are taken to other comprehensive income. In the
event of a sale or liquidation of foreign subsidiaries, exchange differences that were recorded in other
comprehensive income are recognized in the income statement as part of the gain or loss on sale or
liquidation.
If a loan is made to a group company, and the loan in substance forms part of the group’s investment
in the group company, translation differences arising from the loan are recognized directly in other
comprehensive income as foreign currency translation differences. When the group company is sold
or partially disposed of, and control no longer exists, gains and losses accumulated in equity are
reclassified to the income statement as part of the gain or loss on disposal.
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33.6 Intangible assets
Intangible assets with finite useful life are amortized in line with the expected useful life, usually on a
straight-line basis. The period of useful life is to be assessed according to business rather than legal
criteria. This assessment is made at least once a year. An impairment might be required in the event
of sudden or unforeseen value changes.
a) Goodwill
Goodwill represents the difference between the consideration transferred and the fair value of the
group’s share in the identifiable net asset value of the acquired business at the time of acquisition.
Any goodwill arising as a result of a business combination is included within intangible assets.
Goodwill is subject to an annual impairment test and valued at its original acquisition cost less
accumulated impairment losses. In cases where circumstances indicate a potential impairment,
impairment tests are conducted more frequently. Profits and losses arising from the sale of a business
include the book value of the goodwill assigned to the business being sold.
For impairment testing, goodwill is allocated to those cash-generating units or groups of cash-
generating units that are expected to benefit from the business combination in which the goodwill
arose. Goodwill originating from the acquisition of an associate or joint venture is included in the book
value of the investment.
b) Trademarks and licenses
Trademarks, licenses and similar rights acquired from third parties are stated at acquisition cost. Such
assets are amortized over their expected useful life, generally not exceeding 10 years.
c) Computer software
Acquired computer software licenses in control of the group are capitalized on the basis of the cost
incurred to acquire the specific software and bring to use. These costs are amortized over their
estimated useful lives (three to max. five years).
d) Customer relationships
As part of a business combination, acquired customer rights are recorded at fair value (cost at the
time of acquisition). These costs are amortized over their estimated useful lives, generally not
exceeding 15 years.
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33.7 Property, plant and equipment
Property, plant and equipment is stated at acquisition cost less depreciation and impairments.
Acquisition cost includes expenditure that is directly attributable to the acquisition of the item.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that the future economic benefits associated with the item will
flow to the group and the cost of the item can be measured reliably. The carrying amount of the
replaced item is derecognized. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Depreciation is provided on a straight-line basis over the estimated useful life. Land is stated at cost
and is not depreciated.
The useful lives are as follows:
Buildings: 20–50 years
Machinery: 5–15 years
Technical equipment: 5– 10 years
Other non-current assets: max. 5 years
33.8 Impairment of property, plant and equipment and intangible assets
Assets with a finite useful life are only tested for impairment if relevant events or changes in
circumstances indicate that the book value is no longer recoverable. An impairment loss is recorded
equal to the excess of the carrying value over the recoverable amount. The recoverable amount is the
higher of the fair value of the asset less disposal costs and its value in use. The value in use is based
on the estimated cash flow over a five-year period and the extrapolated projections for subsequent
years. The results are discounted using an appropriate pretax, long-term interest rate. For the
purposes of the impairment test, assets are grouped together at the lowest level for which separate
cash flows can be identified (cash-generating units).
33.9 Lease assets and lease liabilities
The group recognizes lease assets and lease liabilities for most leases (these leases are on-balance-
sheet). However, the group has elected not to recognize lease assets and lease liabilities for leases of
low-value assets and short-term leases. The group recognizes the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
The group presents lease assets and lease liabilities as separate line items on the balance sheet.
The group recognizes lease assets and lease liabilities at the lease commencement date. The lease
asset is initially measured at cost and subsequently at cost less any accumulated depreciation and
impairment losses and adjusted for certain remeasurements. The lease liability is initially measured at
the present value of the lease payments that are not paid on commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the group’s
incremental borrowing rate. Generally, the group uses currency and duration-specific incremental
borrowing rates for the discounting.
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The lease liability is subsequently increased by the interest cost on the lease liability and decreased
by lease payments made. It is remeasured when there is a change in future lease payments arising
from a change in an index rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, changes in the assessment of whether a purchase or extension option is
reasonably certain to be exercised, or a termination option is reasonably certain not to be exercised.
33.10 Financial assets
Financial assets are classified into the following three categories:
Financial assets measured at amortized cost
Financial assets at fair value through profit or loss (FVTPL)
Financial assets at fair value through other comprehensive income (FVOCI)
Debt instruments
Financial assets measured at amortized cost
Initially, financial assets are recognized at fair value. Assets that are held for collection of contractual
cash flows where those cash flows represent solely payments of principal and interest are measured
subsequently at amortized cost. Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss arising on derecognition is
recognized directly in the income statement and presented in other financial income / (expenses), net
together with foreign exchange gains and losses. Impairment losses are presented as separate line
items in the income statement.
Equity instruments
The group measures all equity investments at fair value. Where the group is holding equity
instruments not for trading and group’s management has elected to present fair value gains and
losses on equity investments in other comprehensive income (OCI), there is no subsequent
reclassification of fair value gains and losses to the income statement following the derecognition of
the investment. Dividends from such investments continue to be recognized in the income statement
as other income when the group’s right to receive payments is established. A gain or loss on an equity
investment that is subsequently measured at FVTPL is recognized in the income statement and
presented within other operating income and expenses or other financial income and expenses,
depending on the nature of the investment, in the period in which it arises.
33.11 Derivative financial instruments and hedging activities
The group uses derivative financial instruments, such as forward currency contracts and other forward
contracts, to hedge its risks associated with fluctuations in foreign currencies arising from operational
and financing activities. Such derivative financial instruments are initially recognized at fair value on
the date on which a derivative contract is entered into and are subsequently remeasured at fair value.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is
negative.
Any gains or losses arising from changes in fair value on the derivatives during the year that do not
qualify for hedge accounting are taken directly into profit or loss.
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The group applies hedge accounting to secure the foreign currency risks of future cash flows that
have a high probability of occurrence. These hedges are classified as “cash flow hedgesˮ, whereas
the hedge instrument is recorded on the balance sheet at fair value and the effective portions are
booked against “Other comprehensive incomeˮ in the column “Cash flow hedge reserveˮ. If the hedge
relates to a non-financial transaction that will subsequently be recorded on the balance sheet, the
adjustments accumulated under “Other comprehensive incomeˮ at that time will be included in the
initial book value of the asset or liability. In all other cases, the cumulative changes of fair value of the
hedging instrument that have been recorded in other comprehensive income are included as a charge
or credit to income when the forecasted transaction is recognized or when hedge accounting is
discontinued as the criteria are no longer met. In general, the fair value of financial instruments traded
in active markets is based on quoted market prices at the balance sheet date.
At the inception of the transaction, the group documents the relationship between hedging
instruments and hedged items and its risk management objectives and strategy for undertaking
various hedging transactions. The group also documents its assessment, both at hedge inception and
on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of hedged items.
33.12 Inventories
Raw materials, supplies and consumables are stated at the lower of cost or net realizable value.
Finished products and work in progress are stated at the lower of production cost or net realizable
value. Production cost includes the costs of materials, direct and indirect manufacturing costs, and
contract-related costs of construction. Inventories are valued by reference to weighted average costs.
Provisions are made for slow-moving and excess inventories and are recognized in the income
statement in Costs of goods sold.
33.13 Trade receivables
Trade and other accounts receivable are recognized initially at their transaction price and
subsequently measured at amortized cost, less allowances for doubtful trade accounts receivable.
The allowance for doubtful trade accounts receivable is based on expected credit losses. The group
applies the simplified approach, measuring the loss amount based on lifetime expected credit losses.
These are based on historical observed default rates over the expected life of the trade receivables
and are adjusted for forward-looking information such as development of gross domestic product
(GDP) and oil price development.
33.14 Cash and cash equivalents
Cash and cash equivalents comprise bills, postal giros and bank accounts, together with other short-
term highly liquid investments with a maturity of three months or less from the date of acquisition.
Bank overdrafts are reported within borrowings in the current liabilities.
33.15 Trade payables
Trade payables and other payables are stated at face value. The respective value corresponds
approximately to the amortized cost.
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33.16 Borrowings
Financial debt is stated at fair value when initially recognized, after recognition of transaction costs. In
subsequent periods, it is valued at amortized cost. Any difference between the amount borrowed
(after deduction of transaction costs) and the repayment amount is reported in the income statement
over the duration of the loan using the effective interest method. Borrowings are classified as current
liabilities unless the group has a right to defer settlement of the liability for at least 12 months after the
balance sheet date.
33.17 Current and deferred income taxes
The current income tax charge comprises the expected tax payable or receivable on the taxable
income or loss for the year and any adjustment to the tax payable or receivable in respect of previous
years. It is calculated on the basis of the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the group’s subsidiaries operate and generate taxable income. The
management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
The liability method is used to provide deferred taxes on all temporary differences between the tax
base of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred taxes are valued by applying tax rates (and regulations) substantially enacted on the balance
sheet date or any that have essentially been legally approved and are expected to apply at the time
when the deferred tax asset is realized or the deferred tax liability is settled.
Income tax is recognized in the income statement except to the extent that it relates to items
recognized directly in equity or other comprehensive income, in which case it is recognized directly in
equity or other comprehensive income.
Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the
extent that it is probable that a taxable profit will be available against which they can be used.
Deferred tax liabilities arising as a result of temporary differences relating to investments in
subsidiaries, associates and joint venture are applied, unless the group can control when temporary
differences are reversed and it is unlikely that they will be reversed in the foreseeable future.
33.18 Employee benefits
a) Defined benefit plans
The group’s net obligation in respect of defined benefit plans is calculated separately for each
plan. The calculation of defined benefit assets / obligations is performed annually by a qualified
actuary using the projected unit credit method. The net obligation is estimated based on the
discounted future benefit that employees have earned in the current and prior periods, deducting the
fair value of any plan assets. The discount rate is determined with reference to the interest rates on
high-quality corporate bonds denominated in the currency of the expected cash flows and aligned
with the estimated term.
When the calculation results in a potential asset for the group, the recognized asset is limited to the
present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan. To calculate the present value of economic benefits,
consideration is given to any applicable minimum funding requirements.
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Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the
return on plan assets (excluding interest income on plan assets), and the effect of the asset ceiling (if
any, excluding interest), are recognized immediately in other comprehensive income. The group
determines the net interest expense / (income) on the net defined benefit liability / (asset) for the
period by applying the discount rate used to measure the defined benefit obligation at the beginning
of the annual period to the then net defined benefit liability / (asset), taking into account any changes
in the net defined benefit liability / (asset) during the period as a result of contributions and benefit
payments. Net interest expenses and other expenses related to defined benefit plans are recognized
in the income statement.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit
that relates to past service or the gain or loss on curtailment is recognized immediately in the income
statement. The group recognizes gains and losses on the settlement of a defined benefit plan when
the settlement occurs.
b) Defined contribution plans
Defined contribution plans are defined as pure savings plans, under which the employer makes
certain contributions into a separate legal entity (fund) and does not have a legal or an extendible
(constructive) liability to contribute any additional amounts in the event this entity does not have
enough funds to pay out benefits. A “constructiveˮ commitment exists when it can be assumed that
the employer will voluntarily make additional contributions in order not to endanger the relationship
with its employees. Company contributions to such plans are considered in the income statement as
personnel expenses.
c) Other employee benefits
Some subsidiaries provide other employee benefits such as jubilee gifts to their employees. Jubilee
gifts are other long-term benefits. For example, in Switzerland, the group makes provisions for jubilee
benefits based on a Swiss local directive. The provisions are reported in the category “Other
employee benefitsˮ.
Short-term benefits are payable within 12 months after the end of the period in which the employees
render the related employee service. In the case of liabilities of a long-term nature, the discounting
effects and employee turnover are to be taken into consideration.
Obligations to employees arising from restructuring measures are included under the category
“Restructuring provisionsˮ.
33.19 Share-based compensation
The group operates two equity-settled share-based payment plans. A performance share plan (PSP)
covers the members of the Executive Committee and the members of the Sulzer Management Group.
A restricted share plan (RSP) covers the members of the Board of Directors.
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a) Performance share plan (PSP)
The fair value of the employee services received in exchange for the grant of the performance share
units (PSU) is recognized as a personnel expense with a corresponding increase in equity. The total
amount to be expensed over the vesting period is determined by reference to the fair value of the
share units granted, excluding the impact of any non-market vesting conditions (e.g., target profit
levels). At each balance sheet date, the group reassesses its estimates of the number of share units
that are expected to vest. It recognizes the impact of the reassessment of original estimates, if any, in
the income statement, and a corresponding adjustment to equity. The fair value of PSUs granted is
measured by external valuation specialists based on a Monte Carlo simulation.
The group accrues for the expected cost of social charges in connection with the allotment of shares
under the PSP. The dilution effect of the share-based awards is considered when calculating diluted
earnings per share.
b) Restricted share plan (RSP)
The fair value of the employee services received in exchange for the grant of the share units is
recognized as a personnel expense with a corresponding increase in equity. The total amount
expensed is recognized over the vesting period, which is the period over which the specified service
conditions are expected to be met.
The fair value of the restricted share units (RSU) granted for services rendered is measured at the
Sulzer closing share price at grant date, and discounted over the vesting period using a discount rate
that is based on the yield of Swiss government bonds with maturities matching the duration of the
vesting period. Participants are not entitled to dividends declared during the vesting period. The grant
date fair value of the RSUs is consequently reduced by the present value of dividends expected to be
paid during the vesting period.
The group accrues for the expected cost of social charges in connection with the allotment of shares
under the RSP. The dilutive effect of the share-based awards is considered when calculating diluted
earnings per share.
33.20 Provisions
Provisions are recognized when the group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be required to settle the obligation and the
amount can be reliably estimated. Restructuring provisions comprise lease termination penalties and
employee termination payments. Provisions are not recognized for future operating losses. Where
there are a number of similar obligations, the likelihood that an outflow will be required is determined
by considering the class of obligation as a whole. A provision is recognized even if the likelihood of an
outflow with respect to a single item included in the class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the
obligation using a pretax rate that reflects current market assessments of the time value of money and
the risks specific to the obligation. The increase in the provision due to the passage of time is
recognized as interest expense.
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33.21 Sales
Sales comprises the fair value of the consideration received or receivable for the sale of goods and
rendering of services in the ordinary course of the group’s activities. This includes standard products
(off the rack) and configured and engineered or tailor-made products. Sales are shown net of value-
added tax, returns, rebates and discounts and after eliminating sales within the group.
The core principle is that sales are recognized at an amount that reflects the consideration to which
the group expects to be entitled in exchange for transferring goods or services to a customer.
Sales are recognized when (or as) the group satisfies a performance obligation by transferring a
promised good or service (i.e., an asset) to a customer. An asset is transferred when (or as) the
customer obtains control of that asset.
A customer obtains control of a good or service if it has the ability to direct the use of, and obtain
substantially all of the remaining benefits from, that good or service (e.g., use, consume, sale, hold). A
customer could have the future right to direct the use of the asset and obtain substantially all of the
benefits from it (i.e., upon making a prepayment for a specified product).
There are two methods to recognize sales:
ales, costs and profit margin recognition in line with the progress of the
project
Over time method (OT): s
ales recognition when the performance obligation is satisfied at a
certain point in time
Point in time method (PIT): s
The group determines at contract inception whether control of each performance obligation transfers
to a customer over time or at a point in time. Arrangements where the performance obligations are
satisfied over time are not limited to services arrangements. The assessment of whether control
transfers over time or at a point in time is critical to the timing of revenue recognition.
Over time method (OT)
Sales are recognized over time if any of the following is met:
The customer simultaneously receives / consumes as the group performs.
The group creates / enhances an asset and the customer controls it during this process.
The created asset has no alternative use for the group and the group has an enforceable right to
payment (including reasonable profit margin) for performance completed to date if the customer
terminates the contract for convenience.
The over time method is based on the percentage of costs to date compared with the total estimated
contract costs (cost-to-cost method). In rare cases, other methods, such as a milestones method,
may be used for a particular project, assuming that the stage of completion can be better estimated
than by applying the cost-to-cost method. Work progress of sub-suppliers is considered to determine
the stage of completion. If circumstances arise that may change the original estimates of sales, costs
or extent of progress toward completion, estimates are revised. These revisions may result in
increases or decreases in estimated sales or costs, and are reflected in income in the period in which
the circumstances that give rise to the revision become known by management.
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The income statement contains a share of sales, including an estimated share of profit. The balance
sheet includes the corresponding contract assets if the assets exceed the advance payments from
the customer of the project. When it appears probable that the total costs of an order will exceed the
expected income, the total amount of expected loss is recognized immediately in the income
statement.
Point in time method (PIT)
A performance obligation is satisfied at a point in time if none of the criteria for satisfying a
performance obligation over time is met. Sales are recognized when (or as) the customer obtains
control of that asset (depending on international commercial terms). The following points indicate that
a customer has obtained control of an asset:
The entity has a present right to payment
The customer has legal title
The customer has physical possession
The customer has the significant risks and rewards of ownership
The customer has accepted the asset
For contracts applying the point in time method, the transfer of risks and rewards of ownership
(depending on international commercial terms) typically depicts the transfer of control most
appropriately.
Disaggregation of sales
In the segment information (
), sales are disaggregated by:
note 2
Divisions (group’s reportable segments)
Timing of sales recognition (sales recognition method: over time, point in time) and divisions
Market segments and divisions
Geographical regions and divisions
Payment terms
The group’s general terms and conditions of supply require payments within 30 days after the invoice
date.
If the group’s general terms and conditions apply for a contract, the group is entitled to issue the
invoices as follows: for one-third of the contract value within five days after effective date (date when
the purchase order has been accepted by the supplier, or the date of the latest signing), for one-third
after expiration of half of the delivery time, and for one-third within 45 days prior to delivery. Payments
for prices calculated on a time basis are invoiced on a biweekly basis or after completion of the scope
of supply, whichever occurs first.
Other payment terms may apply if otherwise defined in the customer contract, the purchase order, the
respective change order or the quotation.
167
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Variable considerations
If the consideration promised in a contract includes a variable amount (e.g., liquidated damages, early
payment discount, volume discounts), the group estimates the amount of consideration to which the
group will be entitled in exchange for transferring the promised goods or services to a customer. The
amount of the variable consideration is estimated by using either of the following methods, depending
on which method the group expects will better predict the amount of consideration to which it will be
entitled: the expected value method or the most likely amount method. The method selected is
applied consistently throughout the contract and to similar types of contracts when estimating the
effect of uncertainty on the amount of variable consideration to which the group is entitled.
If the group fails to meet the delivery date and a purchase order expressly provides liquidated
damages for such failure, the purchaser is entitled to demand that the group pay liquidated damages
at the rate stated in the purchase order. The group’s obligation for estimated liquidated damages are
recorded as a reduction in revenue.
Allocation of the transaction price
To allocate the transaction price to each performance obligation on a relative stand-alone, selling-
price basis, the group determines the stand-alone selling price at contract inception of the distinct
good or service underlying each performance obligation in the contract and allocates the transaction
price in proportion to those stand-alone selling prices. If the stand-alone selling price is not directly
observable, then the group estimates the amount with the expected cost-plus-margin method.
168
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
34
Subsequent events after the balance sheet date
On January 30, 2025, the Group 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.
The Board of Directors authorized these consolidated financial statements for issue on February 26,
2025. They are subject to approval at the Annual General Meeting, which will be held on April 23,
2025. At the time when these consolidated financial statements were authorized for issue, the Board
of Directors and the Executive Committee were not aware of any events that would materially affect
these financial statements.
169
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
35
Major subsidiaries
December 31, 2024
Subsidiary
Sulzer
ownership and
voting rights
Registered capital
(including paid-in
capital in the USA
and Canada)
Direct
participation
by Sulzer
Ltd
Research and
development
Production
and
engineering
Sales
Service
Europe
Switzerland
Sulzer Chemtech AG, Winterthur
100%
CHF 10’000’000
•
•
•
•
•
Sulzer Markets and Technology
AG, Winterthur
100%
CHF 4’000’000
•
Sulzer Management AG,
Winterthur
100%
CHF 500’000
•
Tefag AG, Winterthur
100%
CHF 500’000
•
Sulzer International AG,
Winterthur
100%
CHF 100’000
•
Belgium
Sulzer Pumps Wastewater
Belgium N.V.,Anderlecht
100%
EUR 123’947
•
•
•
Ensival Moret Belgium SA,
Thimister-Clermont
100%
EUR 7’400’000
•
Germany
Sulzer Pumpen (Deutschland)
GmbH, Bruchsal
100%
EUR 3’000’000
•
•
•
•
•
Sulzer Flow Germany GmbH,
Bonn 1)
100%
EUR 300’000
•
•
•
Sulzer Chemtech GmbH, Krefeld
100%
EUR 300’000
•
•
•
Denmark
Sulzer Pumps Denmark A/S,
Farum
100%
DKK 501’000
•
•
•
Finland
Sulzer Pumps Finland Oy, Kotka
100%
EUR 16’000’000
•
•
•
•
•
France
Sulzer Pompes France SASU,
Buchelay
100%
EUR 6’600’000
•
•
•
•
•
Sulzer Ensival Moret France
SASU, Saint-Quentin
100%
EUR 10’000’000
•
•
•
•
UK
Sulzer Pumps (UK) Ltd., Leeds
100%
GBP 9’610’000
•
•
•
•
Sulzer Chemtech (UK) Ltd.,
Stockton on Tees
100%
GBP 100’000
•
•
Sulzer Services (UK) Ltd.,
Birmingham
100%
GBP 48’756
•
•
•
Sulzer (UK) Holdings Ltd., Leeds
100%
GBP 6’100’000
•
Sulzer GT Aero Services
Ltd.,Aberdeen 2)
100%
GBP 1
•
•
•
•
Sulzer (Aberdeen) Ltd.
100%
GBP 198’000
•
•
•
Ireland
Sulzer Pump Solutions Ireland
Ltd., Wexford
100%
EUR 2’222’500
•
•
•
•
•
Sulzer Finance (Ireland) Limited,
Wexford
100%
EUR 100
Italy
Sulzer Italy S.r.l., Casalecchio di
Reno
100%
EUR 600’000
•
•
Norway
Sulzer Pumps Wastewater
Norway A/S, Sandvika
100%
NOK 502’000
•
•
•
Sulzer Services Norway A/S,
Klepp Stasjon 3)
100%
NOK 500’000
•
•
•
Nordic Water Products A/S,
Straume
100%
NOK 150’000
•
•
The
Netherlands
Sulzer Pumps Wastewater
Netherlands B.V., Maastricht-
Airport
100%
EUR 45’378
•
•
Sulzer Chemtech Nederland B.V.,
Breda
100%
EUR 1’134’451
•
•
Sulzer Turbo Services Venlo B.V.,
Lomm
100%
EUR 443’940
•
•
•
•
Sulzer Netherlands Holding B.V.,
Lomm
100%
EUR 10’010’260
•
Sulzer Capital B.V., Lomm
100%
EUR 50’000
Austria
Sulzer Austria GmbH, Wiener
Neudorf
100%
EUR 350’000
•
•
•
Romania
Sulzer GTC Technology Romania
S.R.L., Bucharest
100%
RON 1’345’070
•
•
Sweden
Sulzer Pumps Sweden AB,
Vadstena
100%
SEK 3’000’000
•
•
•
•
•
Nordic Water Products AB,
Mölndal
100%
SEK 200’000
•
•
•
•
Spain
Sulzer Pumps Spain S.A., Madrid
100%
EUR 1’750’497
•
•
•
•
170
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Sulzer Pumps Wastewater Spain
S.A.U., Rivas Vaciamadrid
100%
EUR 2’000’000
•
•
North
America
Canada
Sulzer Pumps (Canada) Inc.,
Burnaby
100%
CAD 2’771’588
•
•
•
Sulzer Chemtech Canada Inc.,
Edmonton
100%
CAD 1’000’000
•
•
•
•
Sulzer Rotating Equipment
Services (Canada) Ltd., Edmonton
100%
CAD 7’000’000
•
•
•
•
JWC Environmental Canada ULC,
Burnaby
100%
CAD 1’832’816
•
•
USA
Sulzer Pumps (US) Inc., Houston,
Texas
100%
USD 40’381’108
•
•
•
•
Sulzer Pumps Solutions Inc.,
Easley, South Carolina
100%
USD 25’589’260
•
•
•
Sulzer Pump Services (US) Inc.,
Houston, Texas
100%
USD 1’000
•
•
•
Sulzer Chemtech USA, Inc., Tulsa,
Oklahoma
100%
USD 47’895’000
•
•
•
•
Sulzer Turbo Services Houston
Inc., La Porte, Texas
100%
USD 18’840’000
•
•
•
Sulzer Turbo Services New
Orleans Inc., Belle Chasse,
Louisiana
100%
USD 4’006’122
•
•
•
Sulzer Electro-Mechanical
Services (US) Inc., Pasadena,
Texas
100%
USD 12’461’286
•
•
•
Sulzer US Holding Inc., Houston,
Texas
100% USD 310’335’340
•
JWC Environmental Inc., Santa
Ana, California
100% USD 220’818’520
•
•
•
•
Mexico
Sulzer Pumps México, S.A. de
C.V., Cuautitlán Izcalli
100%
MXN 4’887’413
•
•
•
•
Sulzer Chemtech, S. de R.L. de
C.V., Cuautitlán Izcalli
100% MXN 231’345’500
•
•
•
•
Central and
South
America
Argentina
Sulzer Turbo Services Argentina
S.A., Buenos Aires
100%
ARS 9’730’091
•
•
•
•
Brazil
Sulzer Brasil S.A., Jundiaí
100%
BRL 81’789’432
•
•
•
•
Sulzer Pumps Wastewater Brasil
Ltda., Jundiaí
100%
BRL 37’966’785
•
•
•
•
Chile
Sulzer Bombas Chile Ltda.,
Vitacura
100%
CLP 46’400’000
•
•
Colombia
Sulzer Pumps Colombia S.A.S.,
Cota
100%
COP
7’142’000’000
•
•
•
Africa
South Africa
Sulzer Pumps (South Africa) (Pty)
Ltd., Elandsfontein
75%
ZAR 100’450’000
•
•
•
•
Sulzer (South Africa) Holdings
(Pty) Ltd., Elandsfontein
100%
ZAR 16’476
•
•
•
•
Morocco
Sulzer Maroc S.A.R.L. A.U.,
Nouaceur
100%
MAD 3’380’000
•
•
Nigeria
Sulzer Pumps (Nigeria) Ltd.,
Lagos
49%
NGN 10’000’000
•
•
•
Zambia
Sulzer Zambia Ltd., Chingola
100%
ZMK 15’000’000
•
•
•
Middle East
United Arab
Emirates
Sulzer Pumps Middle East FZCO,
Dubai
100%
AED 500’000
•
•
•
Saudi Arabia
Sulzer Saudi Pump Company
Limited, Riyadh
100%
SAR 44’617’000
•
•
•
•
Bahrain
Sulzer Chemtech Middle East
W.L.L., Al Seef
100%
BHD 50’000
•
•
Asia
India
Sulzer Pumps India Pvt. Ltd., Navi
Mumbai
100%
INR 24’893’500
•
•
•
•
Sulzer India Pvt. Ltd., Pune
100%
INR 34’500’000
•
•
•
•
Sulzer Tech India Pvt. Ltd., Navi
Mumbai
100%
INR 100’000
•
•
Indonesia
PT. Sulzer Indonesia, Purwakarta
95%
IDR
28’234’800’000
•
•
•
•
Japan
Sulzer Daiichi K.K., Tokyo
60%
JPY 30’000’000
•
•
Sulzer Japan Ltd., Tokyo
100%
JPY 30’000’000
•
•
•
•
171
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Malaysia
Sulzer Pumps Wastewater
Malaysia Sdn. Bhd., Selangor
Darul Ehsan
100%
MYR 1’000’000
•
•
Singapore
Sulzer Singapore Pte. Ltd.,
Singapore
100%
SGD 1’000’000
•
•
•
•
South Korea Sulzer Korea Ltd., Seoul
100% KRW 222’440’000
•
•
Sulzer GTC Technology Korea Co.
Ltd., Seoul
100%
KRW
4’870’000’000
•
•
•
•
Thailand
Sulzer (Thailand) Co., Ltd.,
Rayong
100%
THB 25’000’000
•
•
People’s
Republic of
China
Sulzer Dalian Pumps &
Compressors Ltd., Dalian
100%
CHF 21’290’000
•
•
•
•
•
Sulzer Pumps Suzhou Ltd.,
Suzhou
100% CNY 282’069’324
•
•
•
•
•
Sulzer Pump Solutions (Kunshan)
Co., Ltd., Kunshan
100%
USD 5’760’000
•
•
•
Sulzer Chemtech (Shanghai) Co.,
Ltd., Shanghai 4)
100%
CNY 54’267’608
•
•
•
•
•
Sulzer Pumps Wastewater
Shanghai Co. Ltd., Shanghai
100%
USD 1’550’000
•
•
•
•
Sulzer GTC (Beijing) Technology
Inc., Beijing
100%
USD 150’000
•
•
•
•
•
Nordic Water Products (Beijing)
Co., Ltd., Beijing
100%
USD 800’000
•
•
Australia
Sulzer Australia Pty Ltd., Brisbane
100%
AUD 5’308’890
•
•
Sulzer Australia Holding Pty Ltd.,
Brendale
100%
AUD 34’820’100
•
1) Formerly named Sulzer Pumps Wastewater Germany GmbH.
2) Formerly named Alba Power Limited.
3) Formerly named Sulzer Pumps Norway A/S.
4) Formerly named Sulzer Shanghai Eng. & Mach. Works Ltd.
172
Sulzer Annual Report 2024 – Financial reporting – Notes to the consolidated financial statements
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Sulzer Ltd and its subsidiaries (the Group),
which comprise the “
” as at December 31, 2024, the “
”, the “
”, the “
” and the “
” for the year then
ended, and “
”, including material accounting policy
information.
Consolidated balance sheet
Consolidated
income statement
Consolidated statement of comprehensive income
Consolidated
statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the consolidated
financial position of the Group as at December 31, 2024, and of its consolidated financial performance
and its consolidated cash flows for the year then ended in accordance with IFRS Accounting
Standards and comply with Swiss law.
Basis for Opinion
We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and
Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are
further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements” section of our report. We are independent of the Group in accordance with the
provisions of Swiss law, together with the requirements of the Swiss audit profession, as well as those
of the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards) (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
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Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
Customer contracts – existence and accuracy of revenue, valuation of contract assets, work in
progress (WIP), and accuracy of contract liabilities
Key Audit Matter
As per December 31, 2024, revenue from customer
contracts amounts to CHF 3’530.6 million, contract
assets amount to CHF 500.1 million, contract liabilities to
CHF 531.3 million and the balance of work in progress
(WIP) amounts to CHF 282.5 million.
Under IFRS 15 revenue is recognized when a
performance obligation is satisfied by transferring control
over a promised good or service.
Revenue and related costs from long-term customer
orders (construction and service contracts) are
recognized over time (OT), provided they fulfill the criteria
of IFRS Accounting Standards, specifically having the
right to payment in case of termination for convenience.
The OT method allows recognizing revenues by reference
to the stage of completion of the contract. The application
of the OT method is complex and requires judgments by
management when estimating the stage of completion,
total project costs and the costs to complete the work.
Incorrect assumptions and estimates can lead to revenue
being recognized in the wrong reporting period or in
amounts inadequate to the actual stage of completion,
and therefore to an incorrect result for the period.
During order fulfillment, contractual obligations may need
to be reassessed. In addition, change orders or
cancelations have to be considered. As a result, total
estimated project costs may exceed total contract
revenues and therefore require write-offs of contract
assets, receivables and the immediate recognition of the
expected loss as a provision.
Regarding the projects recognized at a point in time (PIT),
the risks include inappropriate revenue recognition from
revenue being recorded in the wrong accounting period
as well as overstated WIP that requires impairment
adjustments.
Our response
Our procedures included, among others, obtaining an
understanding of the project execution processes and
relevant controls relating to the accounting for customer
contracts.
For the revenue recognized throughout the year, we
evaluated selected key controls, including results reviews
by management, and performed procedures to gain
sufficient audit evidence on the accuracy of the
accounting for customer contracts and related financial
statement captions.
These procedures included reading significant new
contracts to understand the terms and conditions and
their impact on revenue recognition. We performed
inquiries with management to understand their project
risk assessments and inspected meeting minutes from
project reviews performed by management to identify
relevant changes in their assessments and estimates. We
challenged these assessments and estimates for OT
projects including comparing estimated project financials
between reporting periods and assessed the historical
accuracy of these estimates.
On a sample basis, we reconciled revenue to the
supporting documentation, validated estimates of costs
to complete, tested the mathematical accuracy of
calculations and the adequacy of project accounting. We
also examined costs included within contract assets on a
sample basis by verifying the amounts back to source
documentation and tested their recoverability through
comparing the net realizable values as per the
agreements with estimated cost to complete.
We further performed testing for PIT projects on a sample
basis to confirm the appropriate application of revenue
recognition policies and to verify valuation of WIP
balances. This included reconciling accounting entries to
supporting documentation. When doing this, we
specifically put emphasis on those transactions occurring
close before or after the balance sheet date to obtain
sufficient evidence over the accuracy of cut-off.
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Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
For further information on Customer contracts – existence and accuracy of revenue, valuation of
contract assets, work in progress (WIP) and accuracy of contract liabilities refer to the following:
to the consolidated financial statements
Note 18
to the consolidated financial statements
Note 19
Accounting for warranties and other costs to fulfil contract obligations
Key Audit Matter
As per December 31, 2024, provisions in the amount of
CHF 98.3 million are held on the balance sheet to cover
expected costs arising from product warranties.
Additional expected costs to fulfil contract obligations
from onerous contracts are recorded as other provisions.
Sulzer is exposed to claims from customers for not
meeting contractual obligations. Remedying measures,
addressing technical shortcomings or settlement
negotiations with clients, may take several months and
cause additional costs. The assessment of these costs to
satisfy order related obligations contains management
assumptions with a higher risk of material misjudgment.
Our response
Based on our knowledge gained through contract and
project reviews, we assessed the need for and the
accuracy of provisions.
We further challenged management’s contract risk
assessments by inquiries, inspection of meeting minutes
and review of correspondence with customers where
available.
Where milestones or contract specifications were not
met, we challenged the recognition and appropriateness
of provisions by recalculating the amounts, obtaining
written management statements and evidence from
supporting documents such as correspondence with
clients or legal assessments of external counsels where
available.
We also evaluated the historical accuracy of estimates
made by management through retrospective reviews. In
order to gain a complete and clear understanding of legal
matters we further performed inquiry procedures with the
office of Sulzer’s General Counsel and reviewed relevant
documents.
For further information on accounting for warranties and other cost to fulfil contract obligations refer
to the following:
to the consolidated financial statements
Note 26
175
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
Other Information
The Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the consolidated financial statements,
the stand-alone financial statements of the company, the compensation report and our auditor’s
reports thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements,
which give a true and fair view in accordance with IFRS Accounting Standards and the provisions of
Swiss law, and for such internal control as the Board of Directors determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with Swiss law, ISA and SA-CH will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Swiss law, ISA and SA-CH, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
176
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Group as a basis for forming an
opinion on the consolidated financial statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors or its relevant committee regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have
complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Board of Directors or its relevant committee, we determine
those matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our auditor’s
report, unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
177
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
Report on Other Legal and Regulatory Requirements
In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control
system exists, which has been designed for the preparation of the consolidated financial statements
according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
KPMG AG
Rolf Hauenstein
Licensed Audit Expert
Auditor in Charge
Miriam von Gunten
Licensed Audit Expert
Zurich, February 26, 2025
KPMG AG, Badenerstrasse 172, CH-8036 Zurich
© 2025 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
178
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Auditor’s report
Supplementary information
Alternative performance measures (APM)
The financial information included in this report includes certain alternative performance measures
(APMs), which are not accounting measures as defined by IFRS. These APMs should not be used
instead of, or considered as alternatives to, the group’s consolidated financial results based on IFRS.
These APMs may not be comparable to similarly titled measures disclosed by other companies. All
APMs presented relate to the performance of the current reporting period and comparative periods.
Definition of alternative performance measures (APM)
Order intake
Order intake includes all registered orders of the period that will be recorded or have already been
recorded as sales. The reported value of an order corresponds to the undiscounted value of sales that
the group expects to recognize following delivery of goods or services subject to the order, less any
trade discounts and excluding value added or sales tax. Adjustments, corrections and cancellations
resulting from updating the order backlog are respectively included in the amount of the order intake.
Order intake gross margin
The order intake gross margin is defined as the expected gross profit of order intake divided by order
intake.
Order backlog
Order backlog represents the undiscounted value of sales the group expects to generate from orders
on hand at the end of the reporting period.
Return on sales (ROS)
ROS measures the profitability relative to sales. ROS is calculated by dividing EBIT by sales.
Operational profit
Operational profit is used to determine the profitability of the business, without considering
impairments, restructuring expenses and other non-operational items and before interest, taxes and
amortization. Non-operational items include significant acquisition-related expenses, gains and losses
from sale of businesses or real estate, and certain non-operational items that are non-recurring or do
not occur in similar magnitude.
Operating income (EBIT)
Operating income (EBIT) as presented in the consolidated income statement is the profit before
income tax expenses, interest income and expenses, other financial income and expenses and share
of profit / (loss) of associates and joint ventures.
Operational profitability
Operational profitability measures how the group turns sales into operating profits. Operational
profitability is calculated by dividing operational profit by sales.
179
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Supplementary information
Operational ROCEA (operational return on capital employed)
Operational ROCEA measures how the group generates operational profits from its capital employed.
Operational ROCEA is calculated by dividing operational profit by average capital employed.
Capital employed
Capital employed refers to the amount of capital investment the group uses to operate and provides
an indication of how the group is investing its money. For the calculation of the capital employed,
please refer to the reconciliation statement below.
EBITDA (earnings before interest, taxes, depreciation and amortization)
The group uses EBITDA to determine the net debt / EBITDA ratio. EBITDA is defined as EBIT before
depreciation, amortization and impairment.
Core net income
Core net income is used to determine the dividend proposal. Sulzer’s long-term target is to maintain a
dividend payout ratio of approximately 40% to 70% of core net income with due consideration to
liquidity and funding requirements as well as continuity. Core net income is defined as net income
before tax-adjusted effects on restructuring, amortization, impairments and non-operational items.
Free cash flow (FCF)
FCF is used to assess the group’s ability to generate the cash required to conduct and maintain its
operations. It also indicates the group’s ability to generate cash to finance dividend payments, repay
debt and to undertake merger and acquisition activities. FCF is calculated based on the IFRS cash
flow from operating activities and adjusted for capital expenditures (investments in property, plant and
equipment and intangible assets).
Net debt
Net debt is used to monitor the group’s overall short- and long-term liquidity. Net debt is calculated
as the sum of total current and non-current borrowings and lease liabilities less cash and cash
equivalents and current financial assets.
Net debt / EBITDA ratio
Net debt / EBITDA is a ratio measuring the amount of income generated and available to pay down
debt before covering interest, taxes, depreciations and amortization expenses.The net debt / EBITDA
ratio is used as a measurement of leverage. It is calculated as net debt divided by EBITDA.
Gearing ratio (borrowings-to-equity ratio)
The gearing ratio compares the borrowings and lease liabilities relative to the equity. The gearing ratio
represents the group’s leverage, comparing how much of the business’s funding comes from
borrowed funds (lenders) versus company owners (shareholders). The gearing ratio is defined as
borrowings and lease liabilities divided by equity attributable to shareholders of Sulzer Ltd.
Currency-adjusted growth
Certain percentage changes in the financial review and the business review divisions have been
calculated using constant exchange rates, which allow for an assessment of the group’s financial
180
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Supplementary information
performance with the effects of exchange rate fluctuations eliminated. The currency-adjusted growth
is calculated by applying the previous year’s exchange rates for the current year and calculating the
growth without currency effects.
Organic growth
Organic growth measures changes with the same period in the previous year after adjusting for
effects arising from acquisitions, divestitures / deconsolidations and foreign exchange differences.
The impact of the organic growth is determined as follows:
Currency-adjusted growth as described above
For the current-year acquisitions, by deducting the currency-adjusted amount generated during
the current-year by the acquired entities
For prior-year acquisitions, by deducting the currency-adjusted amount generated over the
months during which the acquired entities were not consolidated in the previous year
For current-year disposals, by adding the currency-adjusted amount generated by the divested
entities in the previous year over the months during which those entities were no longer
consolidated in the current year
For the prior-year disposals, by adding for the current year the currency-adjusted amount
generated in the previous year by the divested entities
Reconciliation statements for alternative performance
measures (APM)
For reconciliation statements of operational profit, operational profitability, core net income and free
cash flow, please refer to the section “Financial review”, for EBITDA, net debt and gearing ratio to
and for operational ROCEA to the table below.
note 6
181
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Supplementary information
Operational ROCEA reconciliation statement
millions of CHF
2024
2023
Total assets
4’714.3
4’369.5
./. Other intangible assets
–178.5
–196.8
./. Cash and cash equivalents
–1’060.6
–974.7
./. Current financial assets
–1.0
–2.3
./. Total current and non-current income and deferred tax assets and liabilities
–62.8
–45.3
./. Total non-current liabilities
–1’058.9
–1’125.3
./. Total current liabilities
–2’420.3
–2’145.6
Non-current borrowings
745.0
795.2
Current borrowings
312.0
261.1
Liability related to the purchase of treasury shares
90.4
88.1
Outstanding dividend payments
318.0
277.2
Adjustment for average calculation and currency translation differences
–67.8
–12.6
Average capital employed
1’329.9
1’288.6
Operational profit
436.2
365.6
Average capital employed
1’329.9
1’288.6
Operational ROCEA
32.8%
28.4%
182
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Supplementary information
Five-year summaries of key financial data
Key figures from consolidated income statement and statement of cash flows1)
millions of CHF
2024
2023
2022
2021
2020 2)
Order intake
3’848.6
3’580.3
3’425.4
3’167.6
3’049.2
Order intake gross margin
35.0%
33.9%
33.5%
33.1%
32.6%
Order backlog
2’300.0
1’946.8
1’844.7
1’724.1
1’676.8
Sales
3’530.6
3’281.7
3’179.9
3’155.3
2’967.8
Operating income (EBIT)
382.5
329.7
111.4
221.8
132.5
EBITDA
502.7
437.9
270.7
441.0
328.1
Operational profit
436.2
365.6
317.6
293.3
255.0
Operational profitability
12.4%
11.1%
10.0%
9.3%
8.6%
Net income attributable to shareholders of Sulzer Ltd
261.9
229.1
28.6
1’416.7
83.6
– in percentage of equity attributable to shareholders of Sulzer Ltd
(ROE)
21.4%
20.9%
2.8%
111.2%
6.0%
Basic earnings per share (in CHF)
7.73
6.76
0.85
41.93
2.46
Depreciation
–77.1
–71.4
–76.0
–81.0
–78.3
Amortization
–38.5
–36.6
–38.8
–50.2
–46.7
Impairments of tangible and intangible assets
–4.5
–0.2
–44.5
–4.2
–9.4
Research and development expenses
–76.4
–70.8
–66.4
–64.4
–63.8
Personnel expenses
–1’117.9
–1’030.8
–1’002.4
–1’018.1
–1’014.4
Capital expenditure (incl. lease assets)
–130.9
–103.1
–100.0
–119.4
–88.0
Free cash flow (FCF)
234.9
301.3
58.3
210.5
262.6
FCF conversion (free cash flow / net income)
0.9
1.31
2.08
1.50
3.67
Employees (number of full-time equivalents) as of December 31
13’455
13’130
12’868
13’816
13’197
1) The comparatives are based on the foreign currency exchange rates of the respective year and are not adjusted for changes in currency exchange rates.
2) Comparative information has been re-presented due to discontinued operations in 2021.
183
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Five-year summaries
Key figures from consolidated balance sheet1)
millions of CHF
2024
2023
2022
2021
2020 2)
Non-current assets
1’715.5
1’685.9
1’584.2
1’834.2
2’279.9
– thereof property, plant and equipment
387.8
348.2
360.5
394.0
545.3
Current assets
2’998.8
2’683.5
3’036.0
3’176.2
3’087.1
– thereof cash and cash equivalents
1’060.6
974.7
1’196.3
1’505.4
1’123.2
Total assets
4’714.3
4’369.5
4’620.2
5’010.4
5’367.0
Equity attributable to shareholders of Sulzer Ltd
1’223.6
1’095.4
1’024.3
1’273.8
1’404.3
Non-current liabilities
1’058.9
1’125.3
1’348.6
1’568.8
1’976.0
– thereof non-current borrowings
745.0
795.2
1’043.9
1’164.6
1’491.3
– thereof non-current lease liabilities
78.3
69.0
67.2
64.5
90.2
Current liabilities
2’420.3
2’145.6
2’242.9
2’162.3
1’973.8
– thereof current borrowings
312.0
261.1
311.4
345.5
231.8
– thereof current lease liabilities
26.6
23.9
22.4
24.3
29.5
Net debt
100.4
172.3
234.6
66.8
414.5
Net debt / EBITDA ratio
0.20
0.39
0.87
0.15
1.26
Equity ratio 3)
26.0%
25.1%
22.2%
25.4%
26.1%
1) The comparatives are based on the foreign currency exchange rates of the respective year and are not adjusted for changes in currency exchange rates.
2) Comparative information has been re-presented due to discontinued operations in 2021. The balance sheet as of December 31, 2020, has been adjusted following the finalization of
the purchase price accounting and measurement period adjustments related to acquisitions in 2020. Defined benefit assets are presented as non-current assets and comparative
information is re-presented.
3) Equity attributable to shareholders of Sulzer Ltd in relation to total assets.
184
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Five-year summaries
Five-year summaries by division
Order intake 1)
Sales 1)
millions of CHF
2024
2023
2022
2021
2020 2)
2024
2023
2022
2021
2020 2)
Flow
1’603.3
1’466.5
1’419.2
1’324.7
1’297.6
1’444.3
1’354.4
1’323.0
1’389.0
1’296.3
Services
1’378.3
1’271.3
1’171.3
1’163.4
1’130.8
1’249.1
1’154.8
1’117.0
1’117.7
1’078.3
Chemtech
866.9
842.5
834.9
679.5
620.8
837.1
772.5
739.9
648.5
593.1
Total
3’848.6
3’580.3
3’425.4
3’167.6
3’049.2
3’530.6
3’281.7
3’179.9
3’155.3
2’967.8
Order backlog 1)
Employees 3)
millions of CHF
2024
2023
2022
2021
2020 2)
2024
2023
2022
2021
2020 2)
Flow
1’053.5
878.3
850.1
811.5
845.0
5’492
5’465
5’263
5’325
5’362
Services
689.7
547.3
492.9
479.5
435.0
4’832
4’630
4’559
4’571
4’449
Chemtech
556.8
521.2
501.7
433.2
396.9
2’934
2’849
2’852
3’734
3’221
Divisions
2’300.0
1’946.8
1’844.7
1’724.1
1’676.8
13’257
12’944
12’674
13’631
13’032
Others
198
186
194
185
165
Total
2’300.0
1’946.8
1’844.7
1’724.1
1’676.8
13’455
13’130
12’868
13’816
13’197
Operational profit 1)
Operational profitability
millions of CHF
2024
2023
2022
2021
2020 2)
2024
2023
2022
2021
2020 2)
Flow
137.4
108.2
87.4
81.4
55.2
9.5%
8.0%
6.6%
5.9%
4.3%
Services
186.7
171.3
159.0
158.7
150.3
15.0%
14.8%
14.2%
14.2%
13.9%
Chemtech
118.0
95.0
80.0
64.8
56.9
14.1%
12.3%
10.8%
10.0%
9.6%
Divisions
442.1
374.5
326.4
304.9
262.4
12.5%
11.4%
10.3%
9.7%
8.8%
Others
–5.9
–8.9
–8.8
–11.6
–7.4
n/a
n/a
n/a
n/a
n/a
Total
436.2
365.6
317.6
293.3
255.0
12.4%
11.1%
10.0%
9.3%
8.6%
1) The comparatives are based on the foreign currency exchange rates of the respective year and are not adjusted for changes in currency exchange rates.
2) Comparative information has been re-presented due to discontinued operations in 2021.
3) Number of full-time equivalents as of December 31.
185
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Five-year summaries
Five-year summaries by region
Order intake by region1)
millions of CHF
2024
2023
2022
2021
2020 2)
Europe, the Middle East and Africa
1’507.5
1’278.3
1’322.9
1’281.2
1’211.6
Americas
1’435.1
1’353.8
1’193.2
1’051.8
1’009.5
Asia-Pacific
906.0
948.2
909.3
834.6
828.2
Total
3’848.6
3’580.3
3’425.4
3’167.6
3’049.2
1) The comparatives are based on the foreign currency exchange rates of the respective year and are not adjusted for changes in currency exchange rates.
2) Comparative information has been re-presented due to discontinued operations in 2021.
Sales by region1)
millions of CHF
2024
2023
2022
2021
2020 2)
Europe, the Middle East and Africa
1’273.1
1’246.0
1’207.9
1’297.5
1’198.1
Americas
1’333.5
1’199.8
1’142.8
978.1
1’027.1
Asia-Pacific
924.0
836.0
829.2
879.7
742.6
Total
3’530.6
3’281.7
3’179.9
3’155.3
2’967.8
1) The comparatives are based on the foreign currency exchange rates of the respective year and are not adjusted for changes in currency exchange rates.
2) Comparative information has been re-presented due to discontinued operations in 2021.
Employees by company location1 )
millions of CHF
2024
2023
2022
2021
2020 2)
Europe, the Middle East and Africa
5’625
5’445
5’602
5’795
5’709
Americas
3’780
3’642
3’422
4’207
3’960
Asia-Pacific
4’050
4’043
3’845
3’815
3’528
Total
13’455
13’130
12’868
13’816
13’197
1) Number of full-time equivalents as of December 31.
2) Comparative information has been re-presented due to discontinued operations in 2021.
186
Sulzer Annual Report 2024 – Financial reporting – Consolidated financial statements – Five-year summaries
Balance sheet of Sulzer Ltd
December 31
millions of CHF
Notes
2024
2023
Current assets
Cash and cash equivalents
3
259.1
275.7
Accounts receivable from subsidiaries
364.6
207.3
Other current accounts receivable
2.8
1.0
Prepaid expenses and accrued income
1.7
5.3
Total current assets
628.2
489.3
Non-current assets
Loans to subsidiaries
541.8
621.2
Financial assets
22.4
23.7
Investments in subsidiaries
4
1’546.2
1’545.2
Investments in associates
19.6
22.0
Total non-current assets
2’130.0
2’212.1
Total assets
2’758.2
2’701.4
Current liabilities
Current interest-bearing liabilities
6
299.9
250.0
Current liabilities with subsidiaries
5.7
6.5
Current liabilities with shareholders
408.7
365.7
Other current liabilities
0.1
0.5
Accrued expenses and deferred income
7.8
7.9
Current provisions
3.6
4.7
Total current liabilities
725.8
635.3
Non-current liabilities
Non-current interest-bearing liabilities
6
744.0
794.3
Other non-current liabilities
5.2
–
Non-current provisions
33.2
33.1
Total non-current liabilities
782.4
827.4
Total liabilities
1’508.2
1’462.7
Equity
Registered share capital
5
0.3
0.3
Legal capital reserves
– Reserves from capital contribution
5
200.7
200.7
– Other legal capital reserve
155.5
155.5
Voluntary retained earnings
– Free reserve
5
791.5
791.5
Treasury shares
5
–51.6
–36.7
Available earnings
– Profit brought forward
0.1
31.7
– Net income for the year
153.5
95.7
Total equity
1’250.0
1’238.7
Total equity and liabilities
2’758.2
2’701.4
187
Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Balance sheet of Sulzer Ltd
Income statement of Sulzer Ltd
January 1 – December 31
millions of CHF
Notes
2024
2023
Income
Investment income
9
204.8
200.6
Financial income
11
44.7
41.9
Other income
10
49.3
44.2
Total income
298.8
286.7
Expenses
Administrative expenses
8
101.4
100.9
Financial expenses
11
17.2
66.7
Investment and loan expenses
9
18.0
14.1
Other expenses
8.0
8.2
Direct taxes
0.7
1.1
Total expenses
145.3
191.0
Net income for the year
153.5
95.7
188
Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Income statement of Sulzer Ltd
Statement of changes in equity of Sulzer Ltd
January 1 – December 31
millions of CHF
Share
capital
Reserves
from
capital
contribution
Other
legal
capital
reserve
Free
reserve
Treasury
shares
Profit
brought
forward
Net
income
for the
year
Total
Equity as of January 1, 2023
0.3
200.7
155.5
891.5
–42.9
48.8
1.8
1’255.7
Dividend
–118.9
–118.9
Allocation of net income
–100.0
–17.1
117.1
–
Net income for the year
95.7
95.7
Change in treasury shares
6.2
6.2
Equity as of December 31, 2023
0.3
200.7
155.5
791.5
–36.7
31.7
95.7
1’238.7
Dividend
–127.3
–127.3
Allocation of net income
–31.6
31.6
–
Net income for the year
153.5
153.5
Change in treasury shares
–14.9
–14.9
Equity as of December 31, 2024
0.3
200.7
155.5
791.5
–51.6
0.1
153.5
1’250.0
189
Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Statement of changes in equity of Sulzer Ltd
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.
190
Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
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
to the
consolidated financial statements.
note 35
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.
191
Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
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.
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Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
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).
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Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
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
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Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
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.
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Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
Proposal of the Board of Directors for the
appropriation of the available profit
in CHF
2024
2023
Net income for the year
153’530’000
95’734’000
Unallocated profit carried forward from previous year
168’701
31’684’494
Total available profit
153’698’701
127’418’494
Appropriation from free reserves
Ordinary dividend
–143’449’889
–127’249’793
Balance carried forward
10’248’812
168’701
Dividend distribution per share CHF 0.01
Gross dividend
4.25
3.75
Withholding tax (35%)
–1.49
–1.31
Net dividend
2.76
2.44
The Board of Directors proposes the payment of a dividend of CHF 4.25 per share to the Annual
General Meeting on April 23, 2025. The company will not pay a dividend on treasury shares held by
Sulzer Ltd or one of its subsidiaries.
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Sulzer Annual Report 2024 – Financial reporting – Notes to the financial statements of Sulzer Ltd
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Sulzer Ltd (the Company), which comprise the “
” as at December 31, 2024, the “
” and the “
” for the year then ended, and the “
”, including a summary of significant accounting policies.
Balance
sheet of Sulzer Ltd
Income statement of Sulzer Ltd
Statement of changes in equity of Sulzer Ltd
Notes to the financial
statements of Sulzer Ltd
In our opinion, the financial statements for the year ended December 31, 2024, comply with Swiss law
and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our
responsibilities under those provisions and standards are further described in the “Auditor’s
Responsibilities for the Audit of the Financial Statements” section of our report. We are independent
of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period. We have determined that there are no key
audit matters to communicate in our report.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the consolidated financial statements,
the stand-alone financial statements of the Company, the compensation report and our auditor’s
reports thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
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Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Auditor’s report
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors’ Responsibilities for the Financial Statements
The Board of Directors is responsible for the preparation of the financial statements in accordance
with the provisions of Swiss law and the Company’s articles of incorporation, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Swiss law and SA-CH will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
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Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Auditor’s report
We communicate with the Board of Directors or its relevant committee regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have
complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Board of Directors or its relevant committee, we determine
those matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report,
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control
system exists, which has been designed for the preparation of the financial statements according to
the instructions of the Board of Directors.
Based on our audit in accordance with Art. 728a para. 1 item 2 CO, we confirm that the proposal of
the Board of Directors complies with Swiss law and the Company's articles of incorporation. We
recommend that the financial statements submitted to you be approved.
KPMG AG
Rolf Hauenstein
Licensed Audit Expert
Auditor in Charge
Miriam von Gunten
Licensed Audit Expert
Zurich, February 26, 2025
KPMG AG, Badenerstrasse 172, CH-8036 Zurich
© 2025 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
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Sulzer Annual Report 2024 – Financial reporting – Financial statements of Sulzer Ltd – Auditor’s report
Investor contact
Chief Financial Officer
Thomas Zickler
Neuwiesenstrasse 15
8401 Winterthur
Switzerland
Sulzer Ltd
Phone +41 52 262 33 15
|
Contact form Route
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Sulzer Annual Report 2024 – Investor contact
Imprint
Published by:
Sulzer Ltd, Winterthur, Switzerland
© 2025
Layout / graphics:
Office for spatial identity, Zurich, Switzerland
Sergeant, Zurich, Switzerland
Publishing system:
Mms solutions AG, Zurich, Switzerland
Photographs:
Sulzer Management Ltd, Winterthur, Switzerland
Fabian Hugo, Bern, Switzerland (management portraits, Suzanne Thoma and Thomas Zickler)
201
Sulzer Annual Report 2024 – Imprint
Disclaimer
This report may contain forward-looking statements, including, but not limited to, projections of
financial developments and future performance of materials and products, containing risks and
uncertainties. These statements are subject to change based on known and unknown risks and
various other factors that could cause the actual results or performance to differ materially from the
statements made herein.
Rounding
Due to rounding, numbers presented throughout this report may not add up precisely to the totals
provided. All ratios, percentages and variances are calculated using the underlying amount rather than
the presented rounded amount.
Tables
Within tables, blank fields generally indicate that the field is not applicable or not meaningful, or that
information is not available as of the relevant date or for the relevant period. Dashes (–) generally
indicate that the respective figure is zero, while a zero (0.0) indicates that the relevant figure has been
rounded to zero.
Languages
Parts of the Sulzer Annual Report 2024 have been translated into German. Please note that the
English-language version of the Sulzer Annual Report is the binding version.
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Sulzer Annual Report 2024 – Disclaimer