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