Report of the statutory auditor to
the Annual Shareholders’ Meeting of
Georg Fischer Ltd, Schaffhausen

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of Georg Fischer Ltd and its subsidiaries (the Group), which comprise the consolidated income statement for 2017, the consolidated balance sheet as of 31 December 2017 and the consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2017 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. 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 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.

Our audit approach

Audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

The Group is structured along three divisional lines, GF Piping Systems, GF Automotive and GF Machining Solutions, operating across three key geographical locations – Europe, North & South America and Asia. The Group’s financial statements are a consolidation of 136 reporting units, each of which, including both the Group’s operating businesses and the central service functions, is considered a component.

We identified 45 reporting units that, in our view, required a full scope audit and three reporting units that required specific procedures due to their size and or risk characteristics. These full scope audits addressed over 71% of the Group's revenue and 71% of the Group’s total assets, while the specific procedures addressed 6% of the Group's revenue and 2% of the Group’s total assets.

The remaining 23% of the Group’s revenue and 27% of the Group’s total assets was represented by a large number of smaller reporting units. None of these reporting units individually contributed more than 2.5% to consolidated revenue or total assets.

Where the work was performed by component auditors, we determined the necessary level of our involvement in the audit work, which consisted of either visiting component audit teams, inspecting the work performed by them, conducting planning and closing calls, or reviewing their final reporting.

Where component audits were conducted by an auditor outside of PwC network, the work performed was discussed and reviewed by PwC on a sample basis.

Further specific audit procedures on central service functions, the Group consolidation and areas of significant judgement (including M&A transactions, taxation, treasury and litigation) were led by the Group audit team.

Materiality

The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material, if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

 

 

 

Overall Group materiality

 

CHF 15 million

How we determined it

 

5% of profit before taxes

Rationale for the materiality benchmark applied

 

We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured, and it is a generally accepted benchmark.

Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Accounting for Business Combinations

 

 

 

Key audit matter

 

How our audit addressed the key audit matter

During the financial year, the Group made 4 acquisitions of which we considered 3 to have a material impact on the group’s asset and liabilities and its income statement items. Accounting for business combinations is considered a key audit matter as it involves significant judgement by management. Management needs to determine the date of first consolidation as well as the consolidation method to be applied. Further, management may need to apply judgement when estimating the fair value of the assets and liabilities acquired. Management determined that the fair value of the net identifiable assets acquired is CHF 28 million. The goodwill arising from the acquisitions amounts to CHF 64 million.

 

To assess the appropriateness of the accounting for business combination, we assessed the procedures performed by management to identify the assets and liabilities acquired and reviewed the relevant legal documents such as the share purchase agreements. In particular, we performed the following audit procedures: • We considered the appropriateness of the acquisition date determined by management by reviewing the relevant clauses of the related share purchase agreements. • We performed various substantive audit procedures to ensure the completeness of the identified assets and liabilities acquired and assessed the reasonableness of the valuation methodologies applied by management. • This included, amongst others audit procedures, reviewing the valuation and accounting for the purchase consideration, the identification and verification of completness of the acquired assets and liabilities as well as assessments on the appropriateness of the valuations performed by management or its experts on the assets and liabilities acquired. • We verified the accuracy of the calculations performed including mathematical correctness. • We assessed whether the transaction was accounted for and disclosed in the consolidated financial statements in accordance with the provisions of Swiss GAAP FER 30. Based on the procedures performed, we consider the valuation of the assets and liabilities acquired and the relating disclosures appropriate.

Impairment of Goodwill

 

 

 

Key audit matter

 

How our audit addressed the key audit matter

The impairment assessment for goodwill is considered a key audit matter due the size of the balance (goodwill: CHF 98 million) and the significant assumptions management has to apply. The main estimation uncertainty relates to the projection of future free cash flows. In line with the Georg Fischer accounting policy, the goodwill is fully offset against equity. The consequence of a theoretical recognition on the balance sheet and the subsequent amortization is disclosed in the notes to the consolidated financial statements.

 

We obtained all impairment models prepared by management and performed following audit procedures: • We ensured that the models are based on the latest business plans. Management follows a clearly documented process for estimating future cash flows. The forecast period used for future cash flows covers the years 2018 to 2022. The estimates are based on the latest budgets approved by the Board of Directors. • We assessed the reasonableness of the business plan by comparing the implicit growth rates to past results and we further verified whether the assumptions made by management in their models are internally consistent. • We compared the current year actual results with the forecast figures included in the prior year impairment tests. • We developed our own expectation for the risk adjusted weighted average cost of capital and the long-term growth rate. • We performed our own sensitivity analyses to obtain a better understanding on how strongly supported the current valuation of goodwill is. Overall, based on our review of the impairment models, the supporting evidence obtained as well as the results of our own sensitivity analyses we concluded that the impairment models used are appropriate, that results of the impairment tests are reasonable and that there is no impairment of goodwill.

Responsibilities of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with Swiss GAAP FER 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 and Swiss Auditing Standards 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.

A further description of our responsibilities for the audit of the consolidated financial statements is located at the website of EXPERTsuisse: http://expertsuisse.ch/en/audit-report-for-public-companies. This description forms part of our auditor’s report.

Report on other legal and regulatory requirements

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 consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

PricewaterhouseCoopers Ltd


Stefan Räbsamen

Audit expert
Auditor in charge


Gian Franco Bieler

Audit expert


Zurich, 22 February 2018