3. Capital and financial risk management

The total capital is defined as total equity and net debt. The GF Corporation manages its capital structure in order to safeguard its ability to continue as a going concern, maintain an optimal cost of capital and optimize the long-term returns to its shareholders as well as provide financial flexibility with regard to future strategic investments.

The GF Corporation is exposed to a number of financial risks, and this section further outlines the key financial risks and how they are managed.

3.1Interest-bearing financial liabilities and pledged or assigned assets

3.1.1 Interest-bearing financial liabilities

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CHF million

 

Within 1 year

 

Up to 5 years

 

Maturity over 5 years

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

Bonds (at fixed interest rates)

 

 

 

149

 

425

 

574

 

574

Other financial liabilities (at fixed interest rates) 1

 

17

 

79

 

 

 

96

 

102

Other financial liabilities (at variable interest rates)

 

90

 

1

 

 

 

91

 

100

Loans from pension fund institutions

 

1

 

 

 

 

 

1

 

4

Total

 

108

 

229

 

425

 

762

 

780

1 This category comprises other financial liabilities with a fixed interest period of more than three months.

Net debt, which is calculated as the difference between interest-bearing liabilities and cash and cash equivalents and marketable securities, decreased by CHF 6 million to CHF 232 million in the year under review (previous year: CHF 238 million). The reason for this slight decrease was primarily related to the free cash flow (CHF 132 million) minus the dividend payments to GF shareholders and minority shareholders amounting to CHF 114 million.  

The following table shows in detail the various categories of other financial liabilities by currency and interest rate:

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CHF million

 

Issuing currency

 

Range interest rate %

 

2019

 

Issuing currency

 

Range interest rate %

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonds (at fixed interest rates)

 

 

 

 

 

574

 

 

 

 

 

574

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond (Georg Fischer Finanz AG) 2.5% 2013–2022 (12 September) Nominal value: CHF 150 million

 

CHF

 

2.6

 

149

 

CHF

 

2.6

 

149

Bond (Georg Fischer Finanz AG) 0.875% 2016–2026 (12 May) Nominal value: CHF 225 million

 

CHF

 

0.9

 

225

 

CHF

 

0.9

 

225

Bond (Georg Fischer AG) 1.05% 2018–2028 (12 April) Nominal value: CHF 200 million

 

CHF

 

1.06

 

200

 

CHF

 

1.06

 

200

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial liabilities (at fixed interest rates) 1

 

 

 

 

 

96

 

 

 

 

 

102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

5.0

 

73

 

USD

 

5.0

 

46

 

 

CHF

 

1.5–4.3

 

7

 

CHF

 

1.1–1.5

 

29

 

 

EUR

 

1.0–1.4

 

15

 

EUR

 

1.9–5.0

 

17

 

 

CNY

 

 

 

 

 

CNY

 

6.1–7.6

 

7

 

 

Other

 

2.5

 

1

 

Other

 

5.0

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial liabilities (at variable interest rates)

 

 

 

 

 

91

 

 

 

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CNY

 

3.9–4.6

 

55

 

CNY

 

3.9–4.8

 

58

 

 

EUR

 

1.5–1.6

 

22

 

EUR

 

1.5–1.6

 

27

 

 

TRY

 

10.3–13.5

 

13

 

TRY

 

25.0

 

6

 

 

Other

 

3.1

 

1

 

Other

 

0.0–4.3

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from pension fund institutions

 

 

 

 

 

1

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHF

 

1.0

 

1

 

CHF

 

1.0

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

762

 

 

 

 

 

780

1 This category comprises other financial liabilities with a fixed interest period of more than three months.

In the year under review GF concluded a new syndicated loan agreement:

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Debtors

 

Minimum Term

 

Credit

 

Thereof utilized

Georg Fischer Ltd/Georg Fischer Finanz AG

 

2019–2024

 

CHF 400 million

 

CHF 0 million

The syndicated credit line provides the GF Corporation with the financial flexibility to swiftly act as for instance in the case of acquisitions and was not drawn at the end of the year. In addition to other terms, the syndicated credit line is subject to a covenants with respect to the net debt ratio (ratio of net debt to EBITDA). The conditions of the syndicated credit line are considered to represent standard conditions for such types of arrangements.

The bonds placed on the market as well as the syndicated credit line are subject to standard cross-default clauses, whereby the outstanding amounts may all become due if early repayment of another loan is demanded of the company or one of its main GF Corporate Companies owing to a failure to meet the credit terms. As of the balance sheet date, the effective credit terms had been met.

The interest-bearing financial liabilities also include loans payable to employee benefit plans in the amount of CHF 1 million (previous year: CHF 4 million). 

Accounting principles

Financial liabilities comprise bank loans, mortgages, and bonds. They are recognized at their amortized cost. Borrowing costs are recognized in the income statement using the effective interest method. Borrowing costs that can be allocated directly to the construction, build-up, or purchase of a qualifying asset are capitalized as part of the acquisition or manufacturing costs of the asset.

3.1.2 Pledged or assigned assets

Assets pledged or restricted on title in part or whole amounted to CHF 12 million (previous year: CHF 16 million).

In the year under review, CHF 3 million (previous year: CHF 8 million) of pledged assets related to land and buildings. The decrease of CHF 4 million mainly arose from Hakan Plastik AS in the GF Piping Systems division. The company adjusted its financing structure.

CHF 1 million related to machinery and equipment (previous year: CHF 2 million), while CHF 5 million related to accounts receivable (previous year: CHF 6 million). There are no pledged or assigned inventories.

CHF 3 million related to liquid assets (previous year: CHF 0 million). The increase of CHF 3 million mainly arose from the Chinaust companies in the GF Piping Systems division. The companies have assigned cash deposits for the issuance of bankers drafts.

The assets are pledged or restricted on title as collateral for bank loans.

3.2Financial result

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CHF million

 

2019

 

2018

 

 

 

 

 

Interest income

 

5

 

2

Financial income

 

5

 

2

 

 

 

 

 

Interest expenses

 

26

 

31

Share of results of associates 1

 

13

 

 

Net losses on financial instruments at market value recognized in income statement

 

1

 

3

Other financial expenses

 

3

 

3

Financial expenses

 

43

 

37

1 The result of associates includes a negative impact on the application of the equity accounting of CHF 3 million and additional impairments of CHF 3 million on the equity accounted investments and on CHF 7 million the non-current loans to associates, see also [note 5.2].

3.3Leasing

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CHF million

 

2019

 

2018

 

 

 

 

 

Leasing obligations up to 1 year

 

19

 

20

Leasing obligations 1 to 5 years

 

54

 

58

Leasing obligations over 5 years

 

7

 

11

Operating leases (nominal values)

 

80

 

89

Liabilities relating to financial lease contracts in the amount of CHF 11 million (previous year: CHF 14 million) were mainly due to the leasing of machines by GF Piping Systems and GF Casting Solutions. The leasing obligations are included in “Other financial liabilities at fixed interest rates” and are disclosed in note 3.1 (3.1.1 Interest-bearing financial liabilities).

Accounting principles

The present value of finance leases is recognized in the non-current assets and in the other financial liabilities on the balance sheet when most of the contractual risks and rewards have been transferred to the GF Corporate Company. Lease installments are divided into an interest and a repayment component based on the annuity method. Assets held under such finance leases are depreciated over the shorter of their estimated useful life and lease term. Operating lease installments are reported in the income statement under operating expenses.

3.4Equity

Share capital

As of 31 December 2019, the share capital comprised 4’100’898 registered shares with a par value of CHF 1 each. Total dividend-bearing nominal capital amounted to CHF 4’100’898.

Equity ratios

The main equity ratios developed as per following table:

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CHF million

 

2019

 

2018

 

 

 

 

 

Equity attributable to shareholders of Georg Fischer Ltd

 

1'396

 

1'382

Non-controlling interests

 

42

 

46

Equity

 

1'438

 

1'428

 

 

 

 

 

Total assets

 

3'344

 

3'444

Equity ratio as %

 

43.0

 

41.5

 

 

 

 

 

Theoretical equity incl. net value of goodwill

 

1'538

 

1'557

Theoretical equity ratio incl. net value of goodwill as %, total assets incl. goodwill

 

44.7

 

43.6

 

 

 

 

 

Average reported equity

 

1'433

 

1'399

Net profit

 

172

 

279

Return on average reported equity as %

 

12.0

 

19.9

The Corporation uses two ratios to monitor equity: the equity ratio and the return on equity. The equity ratio represents equity as a percentage of total assets. Return on equity is net profit expressed as a percentage of average equity. These ratios are reported to the Executive Committee and the Board of Directors on a regular basis. While the total equity increased, total assets reduced resulting in an increase of the equity ratio to 43.0% (previous year: 41.5%).

GF strives to maintain a strong balance sheet with equity ratio of 35% to 40%. The target for return on equity is above 15%.

Current financing arrangements do not include financial covenants requiring a minimal capital requirement (absolute amount in CHF). Current financial covenant include a minimum equity ratio (relative measure). As per 31 December 2019, the financial covenants were not breached.

The Board of Directors presents a proposal for the appropriation of retained earnings to the Annual Shareholders’ Meeting. Over the medium term, the target is to distribute between 30% and 40% of the consolidated net profit to shareholders. 

For the financial year 2019 the Board of Directors is proposing to the Annual Shareholders’ Meeting a dividend payment out of the retained earnings of CHF 25 in total per registered share (previous year: CHF 25 in total per registered share).

Until 17 April 2020, the maximum authorized share capital is CHF 600’000 divided into  600’000 registered shares each with a par value of CHF 1. The conditional capital consists of a maximum of 600’000 shares divided into 600’000 registered shares each with a par value of CHF 1.

The maximum amount of the authorized or conditional capital is reduced by the amount that authorized or conditional capital is created through the issue of bonds or similar debt instruments or new shares.

Reserves that cannot be distributed to the shareholders amount to CHF 83 million (previous year: CHF 90 million).

3.5Treasury shares

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2019

 

2018

 

 

Quantity

 

Transaction price (Ø) in CHF

 

Purchase cost (Ø) in CHF million

 

Quantity

 

Transaction price (Ø) in CHF

 

Purchase cost (Ø) in CHF million

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 31 December

 

7'173

 

918.00

 

7

 

7'586

 

1'145.92

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

10'280

 

924.27

 

10

 

10'460

 

1'185.02

 

12

Disposals

 

 

 

 

 

 

 

–2'629

 

1'302.79

 

–3

Transfers (share-based compensation)

 

–10'693

 

1'085.69

 

–12

 

–7'229

 

1'161.47

 

–8

As of 1 January

 

7'586

 

1'145.92

 

9

 

6'984

 

1'114.63

 

8

The GF Corporation buys treasury shares to meet its obligation under the different share-based compensation models offered to the Board of Directors, the Executive Management and the Senior Management. For further information on share-based compensation for the Board of Directors and the Executive Management see Compensation Report and note 4.3.

Accounting principles

Treasury shares are recorded at average acquisition cost as a negative position in equity. Gains or losses arising from the disposal of treasury shares are taken to the capital reserves.

3.6Risk management

Enterprise risk management as a fully integrated risk management process was systematically applied in 2019 at all levels of the GF Corporation. The three Divisions, the Corporate Staff and all significant GF Corporate Companies prepared a risk map in May and November including the key risks in the areas of strategy, markets, operations, management and resources, financials as well as sustainability. The likelihood of the risk occurring was classified into four categories. Where possible and appropriate, the identified risks were subject to a quantifiable assessment, taking into consideration any measures already implemented. Alternatively, a qualitative assessment of the risk exposure was applied.

The risk council, consisting of representatives of the Divisions and the Corporate Staff and headed by the Chief Risk Officer, held two meetings. Main content of the discussions were the enhanced handling of cyber risks and the execution of adequate measures as well as the optimization of the sustainability risk reporting. In addition, the divisional risk maps were closely analyzed.

In accordance with the semi-annual risk reporting process, the Executive Committee and the management of the Divisions discussed the risk maps twice. They defined, at the appropriate level, the key risks of the GF Corporation, the Divisions and the Corporate Companies, and determined adequate measures to mitigate those risks. The Board of Directors has reviewed the enterprise risk management most recently in February 2020 and analyzed the corporate and divisional risk maps as well as defined the key risks and the risk mitigation measures.

The multi-stage procedure, including workshops at division management, Executive Committee and Board of Directors level, has proven to be very effective, as has having Internal Audit assess the risk maps prepared by the GF Corporate Companies.

Following key risks were identified: slow-down of the economic growth due to political and economic uncertainties, mainly in China, the impact of the lower automotive sales in Europe on some GF Casting Solutions plants in Europe and cyber risks. Measures to reduce these and other risks were defined and are being implemented in line with the strategic targets of the Corporation and the three Divisions.

Financial risk management

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Financial risks overview

 

Risk source

 

Risk management

 

 

 

 

 

a) Credit risk

 

default of a counterparty affecting the recoverability of trade accounts receivable or bank deposits

 

diversification and regular assessments of creditworthiness

b) Market risk

 

 

 

 

- Currency risk

 

sales and purchases as well as financing to GF Corporate Companies in foreign currencies

 

selling and producing in functional currency (congruency principle) and hedging by means of currency forward contracts

- Interest rate risk

 

deemed insignificant

 

not deemed necessary

- Price risk

 

deemed insignificant

 

not deemed necessary

c) Liquidity risk

 

insufficient liquidity to pay liabilities due

 

constant monitoring of liquidity, liquidity reserves and unused credit lines

The Board of Directors bears ultimate responsibility for financial risk management. The Board of Directors has mandated the Audit Committee with monitoring the development and implementation of the risk management principles. The Audit Committee reports regularly to the Board of Directors on this matter. The Audit Committee is supported by the Head of Corporate Controlling and Investor Relations in this task.

The financial risk management principles are designed to identify and analyze the risks to which the Corporation is exposed and to establish appropriate control mechanisms. The principles of financial risk management are regularly reviewed, taking into consideration changes in the relevant financial markets and in the Corporation’s activities.

Through its different business activities, the GF Corporation is exposed to various financial risks such as credit risk, market risk (including currency risk, interest rate risk, and price risk), and liquidity risk. The following sections provide an overview of the extent of the individual risks as well as the goals, principles, and processes employed for measuring, monitoring, mitigating and managing the risks.

Credit risk

As per balance sheet date, the maximum amount of credit risk including off-balance sheet commitments was as follows:

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CHF million

 

2019

 

2018

 

 

 

 

 

On-balance sheet

 

 

 

 

Trade accounts receivable

 

597

 

697

Cash and cash equivalents

 

521

 

533

Other accounts receivable 1

 

25

 

32

Accrued income

 

19

 

15

Other financial assets 2

 

109

 

91

Derivative financial instruments

 

5

 

3

Total on-balance sheet

 

1'276

 

1'371

 

 

 

 

 

Off-balance sheet

 

 

 

 

Guarantees to third-parties 3

 

81

 

125

Total off-balance sheet

 

81

 

125

1 Without tax credits.

2 Relates to loans to third parties, security deposit and long-term invested securities for the settlement of pension liabilities.

3 Thereof used CHF 70 million (previous year: CHF 104 million).

Cash is predominantly deposited with leading Swiss, German, US and Chinese banks with a credit rating of at least BBB– (Standard & Poor’s). Further and in accordance with the investment policy, all financial transactions are only entered into with counterparties deemed creditworthy. In addition, cash holdings are allocated to different banks in order to limit the counterparty risk. The maximum amount of cash to deposit with a bank is defined in relation to its credit rating. Cash deposits, current accounts and cash investments have a maturity of less than three months.

Transactions involving derivative financial instruments are only entered into with counterparties with at credit rating of at least BBB– (Standard & Poor’s). The purpose of such transactions is to hedge against currency risks.

The risk of concentrated credit risks on trade accounts receivable is limited due to the large number of customers and their wide diversification across industries and regions. The extent of credit risk is determined by individual characteristics of the customers and in order to assess this risk, the creditworthiness of customers is assessed on a regular basis.

The maximum credit risk on financial instruments corresponds to their carrying amounts. No additional arrangements have been entered into, that would increase the risk above the carrying amounts.

Currency risk

Foreign exchange rates

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Average rates

 

Spot rates

CHF

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

1

 

ARS

 

0.021

 

0.037

 

0.016

 

0.026

1

 

AUD

 

0.691

 

0.731

 

0.679

 

0.695

1

 

BRL

 

0.252

 

0.269

 

0.240

 

0.254

1

 

CAD

 

0.749

 

0.755

 

0.744

 

0.722

1

 

CNY

 

0.144

 

0.148

 

0.139

 

0.143

1

 

EUR

 

1.112

 

1.155

 

1.085

 

1.127

1

 

GBP

 

1.268

 

1.306

 

1.276

 

1.260

1

 

HKD

 

0.127

 

0.125

 

0.124

 

0.126

1

 

INR

 

0.014

 

0.014

 

0.014

 

0.014

1

 

MXN

 

0.052

 

0.051

 

0.051

 

0.050

1

 

NZD

 

0.655

 

0.677

 

0.652

 

0.661

1

 

RON

 

0.234

 

0.248

 

0.227

 

0.242

1

 

SGD

 

0.728

 

0.725

 

0.718

 

0.723

1

 

TRY

 

0.175

 

0.208

 

0.162

 

0.186

1

 

USD

 

0.994

 

0.979

 

0.966

 

0.984

100

 

CZK

 

4.334

 

4.504

 

4.272

 

4.381

100

 

DKK

 

14.900

 

15.496

 

14.527

 

15.091

100

 

JPY

 

0.912

 

0.886

 

0.890

 

0.895

100

 

KRW

 

0.085

 

0.089

 

0.084

 

0.088

100

 

NOK

 

11.299

 

12.036

 

11.004

 

11.328

100

 

PLN

 

25.888

 

27.111

 

25.498

 

26.198

100

 

SEK

 

10.509

 

11.264

 

10.390

 

10.989

100

 

THB

 

3.202

 

3.027

 

3.248

 

3.041

100

 

TWD

 

3.215

 

3.245

 

3.232

 

3.217

The table below shows the foreign currency forward nominal and market values of the foreign currency contracts used to mitigate currency risk:

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CHF million

 

Fair value hedges

 

Cash flow hedges

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Nominal value

 

279

 

164

 

443

 

462

Market value (net; positive and negative) 1

 

2

 

2

 

4

 

1

Net nominal value

 

281

 

166

 

447

 

463

Corresponds to the carrying amount recognized as marketable securities or other liabilities.

Given its international activities, the GF Corporation is exposed to currency risk. Currency risk occurs in connection with transactions (in particular the purchase and sale of goods) which are effected in currencies different from the functional currencies. Through such transactions the corporation is mainly exposed to changes in the euro and US dollar exchange rates. These currency risks can be reduced by purchasing and producing goods in the functional currency (congruency principle) or by entering into foreign currency forwards (cash flow hedges), usually for a maximum of twelve months.

The fair value hedges include foreign currency forward contracts that are used to hedge loans to GF Corporate Companies in foreign currencies. Unrealized gains and losses from changes in the fair value are reported in the financial result. These fair value hedges are mainly in US dollar, euro, Canadian dollar and Romanian leu and have an expiry of no more than 12 months of the balance sheet date. 

The fair value hedges also include foreign currency forward contracts that serve to hedge currency risks on receivables and payables. Like the currency effects on the underlying balance sheet item, gains and losses from changes to the fair value of these contracts are recognized in “Other operating income”. These fair value hedges are mainly in US dollar and euro and have an expiry of no more than 12 months of the balance sheet date.

Assuming unchanged exchange rates, a cash outflow of CHF 443 million (gross) (previous year: CHF 462 million) would be offset by a cash inflow of CHF 447 million (gross) (previous year: 463 million), giving a positive replacement value of CHF 4 million (previous year positive replacement value of CHF 1 million).

Contract values, net by currencies

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CHF million

 

2019

 

2018

 

 

 

 

 

USD/CHF

 

191

 

360

EUR/CHF

 

184

 

27

TRY/USD

 

4

 

13

GBP/EUR

 

8

 

4

CNY/USD

 

2

 

 

USD/SEK

 

7

 

9

SEK/CHF

 

7

 

7

GBP/CHF

 

1

 

4

JPY/CHF

 

4

 

7

SGD/CHF

 

4

 

8

TRY/EUR

 

0

 

5

RON/CHF

 

15

 

 

CAD/CHF

 

16

 

 

Other

 

 

 

19

Total

 

443

 

463

Accounting principles

Derivative financial instruments used to hedge balance sheet items (fair value hedges) are accounted for at market values through the income statement. Hedging transactions on probable future cash flows (cash flow hedges) are initially accounted for at market values through equity. Later, when an asset or a liability results from the hedged underlying transaction, the gains and losses previously recognized in equity are transferred to the income statement. In the case of cash flow hedges the volume of the foreign currency forward contracts is limited to a maximum 75% of the probable future cash flows.

Interest rate risk

The interest rate risk may involve either changes in future interest payments owing to fluctuations in market interest rates or the risk of a change in fair value of interest bearing liabilities.

As fair value accounting is not applied for interest bearing liabilities, changes in market interest rates are not expected to have a material impact on the income statement.

However, there is an expected impact from variable interest rate instruments on the cash flows. It is expected that a one-percentage-point increase in the general level of interest rates would increase the ordinary result by CHF 4 million (previous year: CHF 4 million). A reduction in the interest rate by a one-percentage-point decrease is expected to reduce the ordinary result by the same amount.

Price risk

Listed securities of CHF 4 million (previous year: CHF 4 million) are exposed to price risk. Since the value of these securities is low compared to the total assets, no significant impact on the income statement is expected from price fluctuations.

Liquidity risk

The following table shows the contractual maturities (including interest rates) of the financial liabilities:

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CHF million

 

Carrying amount

 

Contractual cash flows

 

Up to 1 year

 

1 to 5 years

 

More than 5 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

466

 

466

 

466

 

 

 

 

Bonds

 

574

 

619

 

8

 

174

 

437

Other financial liabilities

 

187

 

204

 

116

 

88

 

 

Accrued liabilities and deferred income

 

234

 

234

 

234

 

 

 

 

Other liabilities current/non-current 1

 

85

 

85

 

56

 

25

 

4

Total 2019

 

1'546

 

1'608

 

880

 

287

 

441

Total 2018

 

1'622

 

1'704

 

970

 

288

 

446

1 For more details, see [note 2.3.1] Other liabilities.

The liquidity risk is the risk that GF is unable to meet its obligations when they fall due. Liquidity is constantly monitored to ensure that it is adequate. Liquidity reserves are held in order to offset the usual fluctuations in requirements. At the same time, the Corporation has unused credit lines in case more serious fluctuations occur. The total amount of unused credit lines as of 31 December 2019 was CHF 768 million (previous year: CHF 591 million). The increase is explained by the increase of the syndicated loan agreement by CHF 150 million. The credit lines are maintained with different banks in order to ensure swift and adequate access to these credit lines.

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