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ANNUAL REPORT FINANCIAL REPORT REMUNERATION REPORT CORPORATE GOVERNANCE REPORT 2014 Singapore LONZA ANNUAL REPORT FINANCIAL REPORT REMUNERATION REPORT CORPORATE GOVERNANCE REPORT 2014 Singapore Visp (CH) Basel (CH) Portsmouth, NH (USA) About the Cover Lonza’s footprint comprises approximately 90 sites in nearly 30 countries around the world. The cover pictures show our facilities in Portsmouth, NH (USA), in Singapore and in Visp (CH), as well as our headquarters in Basel (CH), and rep- resent our strong presence globally. LONZA ANNUAL REPORT FINANCIAL REPORT REMUNERATION REPORT CORPORATE GOVERNANCE REPORT 2014 HOME [ CLICK THE ARTICLES TO NAVIGATE ] FINANCIAL REPORT REMUNERATION REPORT Consolidated Financial Statements Compensation and Performance Overview 2014 98 Consolidated Balance Sheet 6 Compensation-Setting Process 99 Consolidated Income Statement 7 Compensation Components 102 Consolidated Statement of Comprehensive Income 7 Compensation of the Board of Directors 102 Consolidated Cash Flow Statement 8 Compensation of the Executive Committee 106 Consolidated Statement of Changes in Equity 9 Share Ownership of the Members of the Board of Notes to the Consolidated Financial Statements 10 Directors and the Executive Committee 120 Report of the Statutory Auditor 83 Employee Share Purchase Plan (ESPP) 120 Guide to Compensation Approvals by the Financial Statements of Lonza Group Ltd Annual General Meeting 2016 121 Balance Sheet – Lonza Group Ltd 84 Report of the Statutory Auditor 123 Income Statement – Lonza Group Ltd 85 Notes to the Financial Statements – Lonza Group Ltd 86 CORPORATE GOVERNANCE REPORT Proposal of the Board of Directors 88 Report of the Statutory Auditor 89 Group Structure and Shareholders 126 Capital Structure 128 Supplementary Financial Information Board of Directors 131 Investor Information 90 Executive Committee 142 Statement of Value Added 92 Compensation, Shareholdings and Loans 146 Free Cash Flow 93 Shareholders’ Participation Rights 146 Core Results 94 Changes of Control and Defense Measures 147 Auditors 148 Information Policy and Key Reporting Dates 149 3 LONZA ANNUAL REPORT 2014 FINANCIAL OVERVIEW [ CLICK THE ARTICLES TO NAVIGATE ] FINANCIAL REPORT Consolidated Financial Statements Consolidated Balance Sheet 6 Consolidated Income Statement 7 Consolidated Statement of Comprehensive Income 7 Consolidated Cash Flow Statement 8 Consolidated Statement of Changes in Equity 9 Notes to the Consolidated Financial Statements 10 Report of the Statutory Auditor 83 Financial Statements of Lonza Group Ltd Balance Sheet – Lonza Group Ltd 84 Income Statement – Lonza Group Ltd 85 Notes to the Financial Statements – Lonza Group Ltd 86 Proposal of the Board of Directors 88 Report of the Statutory Auditor 89 Supplementary Financial Information Investor Information 90 Statement of Value Added 92 Free Cash Flow 93 Core Results 94 5 LONZA ANNUAL REPORT 2014 FINANCIAL REPORT CONSOLIDATED BALANCE SHEET Assets 1 Total Equity and Liabilities 1 2 million CHF 2 Note 2014 2013 million CHF Note 2014 2013 Equity Non-current assets Share capital 24 53 53 Property, plant and equipment 5 2 466 2 494 Share premium 311 310 Intangible assets 4 877 807 Treasury shares 24 (77) (80) Goodwill 4 1 130 1 042 Retained earnings and reserves 1 843 1 843 Other non-current assets 21 28 Total equity attributable to equity Deferred tax assets 20 47 100 holders of the parent 2 130 2 126 Investments in associates / Non-controlling interest 0 0 joint ventures 6 17 13 Total equity 2 130 2 126 Other investments 7 6 Non-current loans and advances 13 1 69 Liabilities Total non-current assets 4 566 4 559 Deferred tax liabilities 20 256 393 Non-current provisions 12 47 56 Current assets Employee benefit liability 22 727 364 Inventories 7 898 747 Other non-current liabilities 36 30 Trade receivables 9 622 559 Non-current debt 13 1 693 2 245 Current tax receivables 7 24 Total non-current liabilities 2 759 3 088 Other receivables, prepaid expenses and accrued income 10 139 175 Current provisions 12 38 43 Current advances 13 0 3 Other current liabilities 14 647 508 Cash and cash equivalents 11, 13 209 306 Current tax payables 77 86 Total current assets 1 875 1 814 Trade payables 15 262 286 Current debt 13 528 236 Total assets 6 441 6 373 Total current liabilities 1 552 1 159 Total liabilities 4 311 4 247 Total equity and liabilities 6 441 6 373 1 At 31 December 2 See the accompanying notes to the consolidated financial statements 6 LONZA ANNUAL REPORT 2014 FINANCIAL REPORT CONSOLIDATED CONSOLIDATED INCOME STATEMENT OF STATEMENT COMPREHENSIVE INCOME million CHF 1 Note 2014 2013 million CHF 1 Note 2014 2013 Sales 2 3 640 3 584 Profit for the period 237 87 Cost of goods sold (2 566) (2 758) Gross profit 1 074 826 Other comprehensive income Marketing and distribution (239) (228) Items that will not be reclassified Research and development 21 (101) (111) to profit or loss: Administration and general overheads (294) (212) Re-measurements of net defined Other operating income 18 45 43 benefit liability 22 (352) 128 Other operating expenses 18 (62) (65) Income tax on items that will not be Result from operating activities (EBIT) 423 253 reclassified to profit or loss 20.2 103 (249) (45) 83 Financial income 19.1 150 44 Items that are or may be reclassified Financial expenses 19.2 (210) (163) subsequently to profit or loss: Net financing costs (60) (119) Exchange differences on translating Share of loss of associates / joint ventures 6 (84) (29) foreign operations 131 (48) Profit before income taxes 279 105 Cash flow hedges (12) 1 Income tax on items that are or may Income taxes 20 (42) (18) be reclassified to profit or loss 20.2 (4) 115 2 (45) Profit for the period 237 87 Other comprehensive (loss) / income Attributable to: for the period, net of tax (134) 38 Equity holders of the parent 237 87 Total comprehensive income Non-controlling interest 0 0 for the period 103 125 Profit for the period 237 87 Total comprehensive income CHF CHF attributable to: Basic earnings per share 25 4.56 1.67 Equity holders of the parent 103 125 Diluted earnings per share 25 4.54 1.67 Non-controlling interest 0 0 Total comprehensive income for the period 103 125 1 See the accompanying notes to the consolidated financial statements 7 LONZA ANNUAL REPORT 2014 FINANCIAL REPORT CONSOLIDATED CASH FLOW STATEMENT million CHF 1 Note 2014 2013 million CHF 1 Note 2014 2013 Profit for the period 237 87 Purchase of property, plant and equipment 5 (158) (194) Adjustments for non-cash items: Purchase of intangible assets 4 (22) (17) – Income taxes 20 42 18 Proceeds from sale of tangible and – Net financing costs 19 60 119 intangible assets 8 14 – Share of loss of associates / joint ventures 6 84 29 Business combinations, net of cash acquired 0 (4) – Depreciation of property, plant and equipment Disposal of subsidiaries, (excl. impairment) 5 250 254 net of cash disposed of 0 6 – Amortization of intangibles 4 49 55 Purchase of unconsolidated investments (3) (1) – Reversal of impairment 3,5 (1) 0 Proceeds from sale of other assets 2 19 – Impairment losses on property, plant, Decrease in loans and advances 2 3 equipment and intangibles 3,5 16 85 Increase in loans and advances (6) (21) – Increase of provisions 12 14 39 Interest received 8 6 – Decrease of employee benefit liability (8) (60) Dividends received 2 2 – Loss on disposal of property, plant Net cash used for investing activities (167) (187) and equipment 2 7 – Amortization of other liabilities / assets 1 0 Repayment of straight bond 13 0 (300) – Share-based payments 11 10 Issue of straight bond 13 0 299 Income taxes paid (39) (47) Repayment of syndicated loan 13 (195) (130) Interest paid (61) (87) Repayment of acquisition bridge financing 13 (104) (244) Total before change in net Proceeds from / (repayment of) borrowings 13 (14) 39 working capital 657 509 Increase in other liabilities 3 3 Increase inventories (111) (21) Decrease in other liabilities (1) (6) (Increase) / decrease trade receivables (45) 52 Dividends paid 25 (112) (112) Increase / (decrease) trade payables (6) 18 Sale of treasury shares 2 0 (Increase) / decrease other net working capital 68 (7) Net cash used for financing activities (421) (451) Use of provisions 12 (33) (12) Decrease of other payables net (47) (17) Effect of currency translation on cash 8 (7) Net cash provided by operating activities 483 522 Net decrease in cash and cash equivalents (97) (123) Cash and cash equivalents at 1 January 306 429 Cash and cash equivalents at 31 December 209 306 1 See the accompanying notes to the consolidated financial statements 8 LONZA ANNUAL REPORT 2014 FINANCIAL REPORT CONSOLIDATED STATEMENT OF CHANGES IN EQUITY million CHF 1 Note Attributable to equity holders of the parent Non- Total Share Share Retained Hedging Translation Treasury controlling equity capital premium earnings reserve reserve shares Total interest At 31 December 2012 53 310 2 352 1 (529) (84) 2 103 (1) 2 102 Profit for the period 0 0 87 0 0 0 87 0 87 – Remeasurement of defined benefit liability 0 0 83 0 0 0 83 0 83 – Exchange differences on translating foreign operations 0 0 0 0 (45) 0 (45) 0 (45) Other comprehensive income, net of tax 0 0 83 0 (45) 0 38 0 38 Total comprehensive income for the period 0 0 170 0 (45) 0 125 0 125 Dividends 25 0 0 (112) 0 0 0 (112) 0 (112) Recognition of share-based payments 23 0 0 10 0 0 0 10 0 10 Transfer of employee shares 0 0 (4) 0 0 4 0 0 0 Changes in non-controlling interests 0 0 0 0 0 0 0 1 1 At 31 December 2013 53 310 2 416 1 (574) (80) 2 126 0 2 126 Profit for the period 0 0 237 0 0 0 237 0 237 – Remeasurement of defined benefit liability 0 0 (249) 0 0 0 (249) 0 (249)
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