Financial Statements of Sulzer Ltd. Balance sheet of Sulzer Ltd 151. Income statement of Sulzer Ltd 152. Statement of changes in equity

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1 150 Financial Statements of Sulzer Ltd Balance sheet of Sulzer Ltd 151 Income statement of Sulzer Ltd 152 Statement of changes in equity of Sulzer Ltd 152 Notes to the financial statements of Sulzer Ltd 153 Appropriation of net profit 156 Annual General Meeting 156 Auditors Report 157

2 Financial Section Financial Statements of Sulzer Ltd 151 Balance sheet of Sulzer Ltd December 31 millions of CHF Notes Non-current assets Investments in subsidiaries and other entities Loans to subsidiaries thereof subordinated CHF 2.8 million (2013: CHF 2.8 million) Other loans and financial assets Total non-current assets Balance sheet of Sulzer Ltd Current assets Accounts receivable from subsidiaries Other accounts receivable and prepayments Marketable securities Cash Total current assets Total assets Equity Registered share capital Legal reserves Reserves for treasury stock Free reserves Retained earnings Net profit for the year Total equity Non-current liabilities Non-current financial liabilities Non-current provisions Total non-current liabilities Current liabilities Current provisions Current liabilities with subsidiaries Accounts payable and accrued liabilities Total current liabilities Total liabilities Total equity and liabilities

3 152 Sulzer Annual Report 2014 Income statement of Sulzer Ltd January December Income statement of Sulzer Ltd millions of CHF Notes Revenues Investment income Financial income Other income Total revenues Expenses Administrative expenses Financial expenses Investment and loan expenses Income taxes Other expenses Total expenses Net profit for the year Statement of changes in equity of Sulzer Ltd January December Statement of changes in equity of Sulzer Ltd Share Legal Reserves for treasury Free Retained Net millions of CHF capital reserves stock reserves earnings income Total Equity as of January 01, Dividend Allocation of net income Net profit for the year Change in reserves for treasury stock Equity as of December 31, Dividend Allocation of net income Net profit for the year Change in reserves for treasury stock Equity as of December 31, Dividend Allocation of net income Net profit for the year Change in reserves for treasury stock Equity as of December 31,

4 Financial Section Financial Statements of Sulzer Ltd 153 Notes to the Financial Statements of Sulzer Ltd 101 Valuation principles The financial statements as of December 31, 2014, are in compliance with the requirements of Swiss corporation law. However, for the purpose of including Sulzer Ltd in the consolidated financial statements, the group accounting principles remain fully applicable. 102 Investments in subsidiaries A list of the major subsidiaries held directly or indirectly by Sulzer Ltd is included in the note 39 of the consolidated financial statements. 103 Marketable securities millions of CHF Treasury stock Short-term interest-bearing investments 99.4 Total marketable securities Marketable securities 104 Registered share capital The share capital amounts to CHF , made up of shares with a par value of CHF All shares are fully paid in and registered. Share ownership Details of the composition and changes relating to the issued share capital, the share capital authorized but not issued, and the shares held as treasury stock, are included in note 25 to the consolidated financial statements. Details of share data ownership are also provided in note 25. millions of CHF Number of shares Total acquisition cost Balance as of January 01, Purchase Sale Balance as of December 31, Treasury stock held by Sulzer Ltd The treasury stock held covers the options from the shares participation plan and restricted stock unit plan. The total number of shares as of December 31, 2014, amounted to (2013: ).

5 154 Sulzer Annual Report Accounts payable and accrued liabilities Accounts payable and accrued liabilities millions of CHF Other liabilities Accrued liabilities Total accounts payable and accrued liabilities Contingent liabilities Contingent liabilities millions of CHF Guarantees, sureties, comfort letters for subsidiaries to banks and insurance companies to customers to others Guarantees to third parties 10.0 Total contingent liabilities As of December 31, 2014, CHF million (2013: CHF million) of guarantees, sureties, and comfort letters for subsidiaries to banks and insurance companies were utilized. 107 Administrative expenses Administrative expenses millions of CHF Personnel expenses 22.8 Other administrative expenses Total administrative expenses Until the end of 2013, employment contracts of personnel with group functions were established with Sulzer Ltd as employer. As of January 01, 2014, all employment contracts are made with a Swiss subsidiary of Sulzer Ltd. 108 Risk management process Sulzer Ltd is the ultimate parent company of the Sulzer group. The key risks of Sulzer Ltd are covered through the risk management process (see note 37 to the consolidated financial statements) of the group. 109 Investment income The income from investment contains the profit from the sale of the Metco division and ordinary as well as extraordinary dividend payments from subsidiaries. In accordance with the requirements of the Swiss Code of Obligations, the profit from the disposal of Sulzer Metco amounts to CHF million.

6 Financial Section Financial Statements of Sulzer Ltd Share participation of the Board of Directors, Executive Committee, and related parties The compensation tables 2014 and 2013 are part of the audited compensation report (see separate section within this annual report). Sulzer shares Restricted stock units (RSU) (NF) 1) Other call options Total call options, share awards and shares Blocked Sulzer shares out of PSP 2010 Performance share units (PSU) ) 2014 Performance share units (PSU) ) Board of Directors Peter Löscher Matthias Bichsel Thomas Glanzmann Jill Lee Marco Musetti Luciano Respini Klaus Sturany Shareholders Executive Committee Klaus Stahlmann Peter Alexander Oliver Bailer Thomas Dittrich César Montenegro ) Restricted stock units assigned by Sulzer as compensation. 2) The average fair value of one performance share unit 2013 at grant date amounted to CHF ) The average fair value of one performance share unit 2014 at grant date amounted to CHF Sulzer shares Restricted stock units (RSU) (NF) 1) Other call options Total call options, share awards and shares Put options 2013 Blocked Sulzer Performance shares out of PSP share units 2010 (PSU 2013) 2) Board of Directors Manfred Wennemer Thomas Glanzmann Vladimir V. Kuznetsov Jill Lee Marco Musetti Luciano Respini Klaus Sturany Executive Committee Klaus Stahlmann Peter Alexander Oliver Bailer Jürgen Brandt César Montenegro Scot Smith ) Restricted Stock Units assigned by Sulzer as compensation. 2) The average fair value of one performance share unit 2013 at grant date amounted to CHF

7 156 Sulzer Annual Report 2014 Appropriation of net profit Appropriation of net profit in CHF Net profit for the year Unallocated profit carried forward from previous year Total available profit Proposal by the Board of Directors: Appropriation to free reserves Dividend Balance carried forward Distribution per share CHF 0.01 Gross dividend less 35% withholding tax Net payment The Board of Directors proposes the payment of a dividend of CHF 3.50 per share to the Annual General Meeting on April 01, Annual General Meeting The 101st ordinary Annual General Meeting will be held on Wednesday, April 01, 2015, at 10:00 a.m. at Eulachhalle, Wartstrasse 73, Winterthur, Switzerland.

8 Financial Section Auditors Report 157 Report of the Statutory Auditor to the General Meeting of Shareholders of Sulzer Ltd, Winterthur Report of the Statutory Auditor on the Financial Statements As statutory auditor, we have audited the financial statements of Sulzer Ltd, which comprise the balance sheet, income statement, statement of changes in equity and notes (pages 151 to 155) for the year ended December 31, Board of Directors Responsibility The board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The board of directors is further respon sible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity s preparation of the financial statements 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 entity s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended December 31, 2014 comply with Swiss law and the company s articles of incorporation. Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the board of directors. We further confirm that the proposed appropriation of net profit complies with Swiss law and the company s articles of incorporation. We recommend that the financial statements submitted to you be approved. KPMG AG Zurich, February 10, 2015 François Rouiller Licensed Audit Expert Auditor in Charge Roman Wenk Licensed Audit Expert