PDF (10.9MB) - ThyssenKrupp AG

3.6 Consolidated financial statements Notes Notes to to the the consolidated financial financial statements
Capital stock
The capital stock of ThyssenKrupp AG consists of 514,489,044 no-par
bearer shares of stock, all of which have been issued and are fully
paid, with 514,489,044 outstanding as of September 30, 2011 and
464,394,337 outstanding as of September 30, 2010, respectively.
Each share of common stock has a stated value of €2.56.
All shares grant the same rights. The stockholders are entitled to
receive dividends as declared and are entitled to one vote per share at
the stockholders’ meetings.
Additional paid in capital
Additional paid in capital include the effects of the business
combination of Thyssen and Krupp as well as premiums resulting from
capital increases at subsidiaries with non-controlling interest.
Retained earnings
Retained earnings include prior years’ undistributed consolidated
income. In addition, actuarial gains and losses are included in this
balance sheet item.
Treasury stock
On the basis of the authorization granted by the Annual General
Meeting on January 18, 2008, the Executive Board of ThyssenKrupp
AG resolved on January 31, 2008, to acquire up to approximately 3%
of the current capital stock issued. In the period from February 01,
2008 to March 07, 2008, ThyssenKrupp AG purchased a total of
14,791,100 treasury shares, representing approximately 2.9% of the
capital stock, at an average price of €35.34. This represents a total
amount of €523 million. In addition, based on the authorization of the
Annual General Meeting, the Executive Board resolved on July 14,
2008, to acquire up to approximately 2.0% of the capital stock issued.
In the period from July 15, 2008 to August 13, 2008, ThyssenKrupp
AG purchased a total of 10,500,000 treasury shares, representing
approximately 2.0% of the capital stock, at an average price of €33.98.
This represents a total amount of €357 million.
In the context of the settlement of the Group’s Share Purchase Program
of fiscal year 2007/2008, as of December 02, 2009, 350,924 treasury
shares were sold to the beneficiaries of the first tranche and as of
March 04, 2010, 40,793 treasury shares were sold to the beneficiaries
of the second tranche at a price of €24.62 per share. Another 529,128
treasury shares were sold at a price of €22.09 per share in the context
of the German employee share purchase program. In addition in the
context of the settlement of the Group’s Share Purchase Program of
fiscal year 2009/2010, as of February 02, 2011, 209,770 treasury
shares were sold to the beneficiaries using a price of €29.59 per share.
Another 400,095 treasury shares were sold at a price of €29.46 per
share in the context of the German employee share purchase program
as of May 06, 2011. All prices stated before represent the basis for the
discounted selling price.
To reduce net financial debt as part of the Group’s strategic
development, on July 06, 2011 the Executive Board of ThyssenKrupp
AG resolved to sell the 49,484,842 treasury shares; this corresponds
to 9.6% of the capital stock. The shares were sold in an accelerated
bookbuilding process at a price of €32.95 per share to mainly German
and international institutional investors on July 07, 2011, leading to a
cash inflow of approximately €1.6 million; the related transaction costs
of €7 million are accounted for as a deduction from equity.
The presented sales of the treasury sales are based on the
authorizations of the Annual General Meeting of January 23, 2009 and
January 21, 2010, respectively, resulting in the fact that ThyssenKrupp
AG does not any longer hold treasury shares as of September 30,
2011.
Management of capital
As of September 30, 2011, the equity ratio reached 23.8% (2010:
23.8%). Among the ThyssenKrupp Group’s most important financial
goals are a sustainable appreciation of entity value and ensuring
solvency at all times. Creating sufficient liquidity reserves is therefore
of great importance. These objectives are achieved by implementing
various capital cost reduction and capital structure optimization
measures as well as effective risk management.
The ThyssenKrupp Group’s financial risks are assessed on the basis of
ratings by rating agencies:
Lang-term-
rating
162
Short-term
rating Outlook
Standard & Poor’s BB+ B stable
Moody’s Baa3 Prime-3 stable
Fitch BBB- F3 stable