Financial Statements and Management Report - Thyssenkrupp

2.3 Financial statements Notes
04 Shares in affiliated companies
In fiscal year 2010/2011, 100% of the shares in ThyssenKrupp Nirosta
GmbH were acquired. In addition shares were recognized due to the
establishment of Inoxum AG (formerly ThyssenKrupp Stainless Zweite
Beteiligungsges. mbH) and Inoxum GmbHG (formerly ThyssenKrupp
Stainless Erste Beteiligungsges. mbH). This was done to legally
combine the activities of the Stainless business area as part of the
Strategic Way Forward. In connection with the portfolio optimization,
ThyssenKrupp will be divesting these shareholdings among others.
05 Prepaid expenses and deferred charges
Prepaid expenses and deferred charges in fiscal year 2010/2011
include among other things discounts from the issue of a bond and use
of intra-Group loans in the amount of €14 million (prior year €21
million), €7 million future maintenance expenses for licenses and
€1 million accessory borrowing charges (prior year €1 million) relating
to the multi-currency facility agreement.
06 Equity
As in the previous year, the capital stock of ThyssenKrupp AG amounts
to €1,317,091,952.64. The capital stock is divided into 514,489,044
no-par-value bearer shares with an arithmetical share in the capital
stock of €2.56.
Authorized capital
By resolution of the Annual General Meeting on January 19, 2007, the
Executive Board was authorized by amendment of the Company’s
Articles of Association to increase the capital stock on or before
January 18, 2012 by up to €500,000,000.00 by issuing up to
195,312,500 new no-par bearer shares in the Company (authorized
capital). The amendment to the Articles of Association became
effective upon entry in the Commercial Register of the Company at
Duisburg local court on February 2, 2007 and Essen local court on
March 15, 2007.
The Executive Board has not yet exercised this authorization.
Reserves
The additional paid-in capital remained unchanged.
Following the additional prior-year appropriation of €184 million
resolved by the Annual General Meeting on January 21, 2011, retained
earnings at September 30, 2011 amount to €1,342 million. In
connection with the adoption of the Accounting Law Modernization Act
(BilMoG) retained earnings changed only marginally (see “General”).
Issue of convertible bonds
By resolution of the Annual General Meeting on January 23, 2009, the
Executive Board was authorized, subject to the approval of the
Supervisory Board, to issue once or several times bearer bonds in the
total par value of up to €2 billion and to grant bond holders the right to
convert the bonds into a total of up to 50,000,000 no-par-value bearer
shares of the Company with an arithmetical share in the Company’s
capital stock of up to €128 million. The term of the convertible bonds
may be up to 20 years. The Executive Board authorization is valid until
January 22, 2014. It has not yet been exercised.
Acquisition and use of treasury stock
By resolution of the Annual General Meeting on January 21, 2010, the
Company was authorized until January 20, 2015 to repurchase
treasury stock up to a total of 10% of the current capital stock taking
into account other treasury stock owned by the Company or allocable
to it under §§ 71 ff. German Stock Corporation Act (AktG). The
Company was also authorized to use treasury shares for all legally
permissible purposes and to purchase treasury shares by means of
equity derivatives. On July 06, 2011 the Executive Board used this
authorization and decided to place the available 49,484,842 treasury
shares (equivalent to 9.62% of the capital stock) on the capital market
in an accelerated bookbuilding as part of the Group’s Strategic Way
Forward.
Treasury stock at September 30, 2011
At September 30, 2010 ThyssenKrupp AG held 50,094,707 treasury
shares indirectly via Krupp Hoesch Stahl GmbH, corresponding to an
arithmetical share of the capital stock of €128,242,449.92 (9.74%). In
connection with two employee programs (discount share purchase
program for executive employees and employee share program)
609,865 shares were sold to program participants in the past fiscal
year (see below). The sale proceeds from the employee programs were
used to finance the purchase.
The placement of the remaining 49,484,842 treasury shares on the
capital market was successfully completed on July 07, 2011. The sale
proceeds achieved by Krupp Hoesch Stahl GmbH were used to
strengthen equity and reduce net financial debt.
Compared with the prior year, the total changed by 50,094,707. On
September 30, 2011 no more treasury shares are held.
37