978-0470424650 Annual Report Henkel Henkel Case Part 7

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117
Annual Report 2009
Notes to the consolidated financial statements » Notes to the consolidated balance sheet
Cash flows from financial liabilities
in million euros Residual term
Dec. 31, 2009
Book value
Up to
1 year
Between 1
and 5 years
More than
5 years
Dec. 31, 2009
Total
cash flow
Bonds1)
3,708
394 2,593 1,378
4,365
Commercial papers
2)
71
71 –
71
Bank loans and overdrafts
303
291 17 6
314
Trade accounts payable
1,885
1,885 –
1,885
Sundry financial instruments
3)
156
86 32 38
156
Original financial instruments 6,123 2,727 2,642 1,422 6,791
Derivative financial instruments 79 86 6
4) – 80
Total 6,202 2,813 2,636 1,422 6,871
1) The cash flows from the hybrid bond issued in 2005 are disclosed for the period until the first possible redemption date by Henkel on November 25, 2015
2) From the euro and US dollar commercial paper program (total amount: 2.1 billion euros)
cipally consists of currency and interest rate risks. This is
monitored by means of sensitivity analyses.
Currency risk
The global nature of our business activities results in a huge
number of cash flows in different currencies. Hedging the
resulting exchange rate risks is a significant part of our
centralized risk management system. The objective of our
currency hedging is to fix prices based on hedging rates so
that we are protected from future adverse fluctuations in
exchange rates. More detailed information about our cur-
rency management objectives and procedures are given in
the Group management report on page74.
The value-at-risk pertaining to the transaction risk of the
Henkel Group as of December 31, 2009 amounted to 12 mil-
lion euros after hedging (2008: 40 million euros). The value-
at-risk analysis assumes a risk horizon of one month and a
unilateral confidence interval of 95 percent. The calculation
is based on the variance-covariance approach. Fluctuations
and correlations are determined using historical data. The
value-at-risk analysis relates to the operating book positions
and budgeted positions in foreign currency, with a forecast-
ing horizon of up to nine months.
The-value-at-risk shown represents the maximum expect-
ed risk of loss in a month as a result of currency fluctuations.
The risk arises from imports and exports by Henkel AG & Co.
different currencies. In addition to the US dollar, the main
influence on currency fluctuation is exerted by the Russian
ruble, the Turkish lira and the Ukrainian hryvnia.
Interest rate risk
The Henkel Group obtains the cash it requires from the
international money and capital markets. Some of the re-
sulting financial liabilities and our cash deposits may be
exposed to the risk of changes in interest rates. The aim
of our centralized interest rate management system is to
control and minimize this risk. With respect to hedging of
the interest rate risk, only those derivative financial instru-
ments may be used that can be monitored and assessed in
the risk management system.
Henkel’s interest management strategy is essentially
aligned to optimizing the net interest result for the Group.
The decisions taken in interest management relate to the
bonds issued to secure Group liquidity, and other finan-
cial instruments. Depending on forecasts with respect to
interest rate developments, Henkel enters into derivative
financial instruments, primarily interest rate swaps, in order
to optimize its interest rate lock-down structure. In fiscal
2009, a majority of the financing of Henkel of America, Inc.
was converted using interest rate swaps into fixed interest
bearing instruments in order to secure the currently low
long-term US dollar interest rate level. Conversely, the cou-
page-pf2
118 Annual Report 2009
Notes to the consolidated financial statements » Notes to the consolidated balance sheet
pon of the euro-denominated bonds issued by Henkel was
changed from fixed to floating, also through the vehicle of
interest rate swaps. As a result, Henkel’s net interest position
comprises a structured mix of fixed US dollar and floating
euro interest rates.
The risk of interest rate fluctuations with respect to the
earnings of the Henkel Group is shown in the basis point
value (BPV) analysis in the table below.
Interest rate exposure
in million euros Dec. 31, 2008 Dec. 31, 2009
The calculation of the interest rate risk is based on sensitiv-
ity analyses. The analysis of cash flow risk examines all the
main financial instruments which attract interest at a vari-
able rate at the balance sheet date. Fixed-rate instruments
and interest hedging instruments are deducted from net
borrowings (comprising liquid funds, marketable securities
and short-term and long-term borrowings). The interest risk
figures shown in the table are based on this calculation at
the relevant balance sheet date, assuming a parallel shift
in the interest curve of 100 basis points. The analysis of fair
value risk also assumes a parallel shift in the interest curve
of 100 basis points, with the hypothetical loss or gain of the
underlying interest rate derivatives at the balance sheet
date then being calculated. Interest rate risks arise mainly
from interest-bearing financial instruments in euros and
interest rate derivatives in US dollars.
page-pf3
119
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(43) Payroll cost
Payroll cost1)
in million euros 2008 2009
Wages and salaries
1,949 1,888
86 million euros (2008: 343 million euros)
Share-based payment plans
The objective of the Henkel Stock Incentive Plan introduced
in 2000 is to provide additional motivation for about 700
senior executive personnel around the world. Participants
in the plan are granted option rights to subscribe for Henkel
preferred shares, which may be exercised for the first time
once a vesting period of three years has elapsed; the exer-
cise of rights must be within a period not exceeding five
years after completion of the vesting period. Under the
plan, rights were issued annually on a revolving basis, the
relevant terms being revised each year by the Management
Board and Shareholders’ Committee. In 2004, options were
issued for the last time, in this case to the members of the
Management Board.
Each option granted originally carried the right to ac-
quire up to eight Henkel preferred shares. After the 1:3 share
split on June 18, 2007, the number of preferred shares per
option right was trebled. The exact number of shares that
can be bought per option at a specific price depends on the
extent to which the performance targets are met. One target
is based on absolute performance – the performance of the
Henkel preferred share price. The other takes into account
relative performance, comparing the movement in value
of the Henkel preferred share with that of the Dow Jones
Euro Stoxx (600) index. For both performance targets, the
average market price of the Henkel preferred share at the
date of issue is compared to the average market price three
years later. The average market price is calculated in each
case on the basis of 20 stock exchange trading days after the
Annual General Meeting. For options issued prior to 2002,
a period of 60 trading days is applied. The calculation of
rights can be exercised by reference to the absolute perfor-
mance and up to nine subscription rights by reference to
the relative performance.
Option rights are granted to members of the Manage-
ment Board and corporate senior vice presidents, and to
managers of comparable status within domestic and for-
eign affiliated companies, on condition that they make a
direct investment of three preferred shares for each option
right.
The total value of stock options granted to senior execu-
tive personnel at the grant date is determined using an
option pricing model. The total value of the stock options
calculated in this way is treated as a payroll cost spread over
the period in which the corporation receives the service of
the employee. For financial years since 2005, this cost in
respect of the option rights granted in 2003 (tranche 4) and
2004 (tranche 5) is required to be expensed.
The table shows the number of option rights granted per
tranche and the number of shares in the various tranches,
taking into account the 1:3 share split of June 18, 2007. The
vesting period has now expired for all tranches. Because the
exercise period for the second tranche expired on July 12,
2009, option rights that were not exercised have lapsed.
In 2004 for the fourth tranche and in 2007 for the fifth
tranche, the Management Board decided to avail itself of
the right to pay in cash the gain arising on the exercise of
the options to the employees participating in the plan. The
fifth tranche is treated as if it had been paid in shares.
Supplementary information on the consolidated
statement of income / balance sheet
page-pf4
120 Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
Option rights / Subscribable preferred shares
in number of shares/options 2nd tranche 3rd tranche 4th tranche 5th tranche Total
At January 1, 2009 24,189 38,114 52,646 9,000 123,949
expressed in preferred shares 217,700 343,025 789,695 189,000 1,539,420
Options granted 105 105 105 315
expressed in preferred shares 945 945 1,575 3,465
Options exercised
1) 210 14,418 8,230 1,800 24,658
Lapsed options 23,664 23,664
expressed in preferred shares 212,975 212,975
At December 31, 2009 21,746 43,228 7,200 72,174
expressed in preferred shares 195,715 648,420 151,200 995,335
At December 31, 2009, there is a provision of 11.6 million
euros (2008: 4.0 million euros) in respect of the fourth
tranche. The amount of 7.6 million euros added to the pro-
vision had the effect of decreasing earnings for the period.
The intrinsic value of the exercisable options in the fourth
tranche at the end of the financial year is 11.5 million euros
(2008: 2.1 million euros).
The costs are calculated using the Black-Scholes option pric-
ing model, modified to reflect the special features of the
Stock Incentive Plan. The cost calculation was based on the
following factors:
The expected volatility rates are based on the historic volatil-
ity of the Henkel preferred share and of the Dow Jones Euro
Stoxx (600) index. The period to which the estimate of the
volatility of the Henkel share relates starts at the beginning
of the remaining term of the option tranche and finishes
on the date on which the tranche is valued.
The performance period relating to the second tranche
ended on July 12, 2004, that of the third tranche on May 16,
2005, that of the fourth tranche on May 11, 2006 and that
of the fifth tranche on May 15, 2007. Hereafter, at any time
during a five-year period, the option holders in the second
and third tranches may exercise their right to acquire nine
Henkel preferred shares per option. In the case of the fourth
tranche, the option holders may acquire 15 shares per option
and in the case of the fifth tranche, 21 shares per option.
The allocation for the fourth tranche was made solely as
Black-Scholes option pricing model
On issue
2nd tranche
On issue
3rd tranche
At
Dec. 31, 2009
4th tranche
On issue
5th tranche
Exercise price (before share split)
in euros 71.23 74.67 57.66 71.28
Exercise price (after share split)
in euros 23.74 24.89 19.22 23.76
121
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
a result of the absolute performance target. The absolute
performance targets were not met for the second and third
tranches and the relative performance target was not met for
the fourth tranche. The allocation for the fifth tranche was
15 shares as a result of absolute performance and six shares
as a result of relative performance. The option rights for the
second tranche lapsed on July 12, 2009 as per the prescribed
deadline. The outstanding option rights for tranches three
to five may be exercised at any time, except during blocked
periods which in each case cover the four weeks prior to the
reporting dates of the corporation.
Global Cash Performance Units (CPU) Plan
Since the end of the Stock Incentive Plan, those eligible
for that plan, the senior executive personnel of the Henkel
Group (excluding members of the Management Board), have
been part of the Global CPU Plan, which enables them to
participate in any increase in price of the Henkel preferred
share. If certain set targets are achieved, Cash Performance
Units (CPUs) are granted, which give the member of the CPU
Plan the right to receive a cash payment at a fixed point in
time. The CPUs are granted on condition that the member
of the plan is employed for three years by Henkel AG & Co.
KGaA or one of its subsidiaries in a position senior enough to
qualify to participate and that he or she is not under notice
during that period. This minimum period of employment
pertains to the calendar year in which the CPUs are granted
and the two subsequent calendar years.
The number of CPUs granted depends not only on the
seniority of the executive but also on the achievement of
set target figures. For the periods to date, these targets have
been operating profit (EBIT) and net earnings after minority
interests. The value of a CPU in each case is the average price
of the Henkel preferred share as quoted 20 stock exchange
trading days after the Annual General Meeting following the
performance period. In the case of exceptional increases in the
share price, there is an upper limit or cap. After the 1:3 share
split of June 18, 2007, the number of CPUs was trebled.
The total value of CPUs granted to senior executive
personnel is remeasured at each balance sheet date and
treated as a payroll cost over the period in which the plan
member provides his or her services to Henkel. The third
tranche, which was issued in 2006, became due for pay-
ment in July 2009. Across the world, at December 31, 2009,
the CPU Plan comprised 313,988 CPUs issued in the fourth
tranche in 2007 (expense: 3.9 million euros), 399,229 CPUs
from the fifth tranche issued in 2008 (expense: 4.9 million
euros) and 454,155 CPUs from the sixth tranche issued in
the year under review (expense: 5.6 million euros). The cor-
responding provision amounts to 27.1 million euros (2008:
18.8 million euros).
Cash Performance Units (CPU) Program
Members of the Management Board are allocated, as a func-
tion of the absolute increase in the price of the Henkel pre-
ferred share and the increase in the earnings per Henkel
preferred share (EPS) achieved over a period of three years
(performance period), the cash equivalent of up to 10,800
preferred shares – so-called Cash Performance Units – per
financial year (= tranche). On expiry of the performance
period, the number and the value of the CPUs due are de-
termined and the resulting tranche income is paid in cash.
Each member of the Management Board participating in a
tranche is required to acquire a personal stake by investing
in Henkel preferred shares to the value of 25 percent of the
gross tranche payout, and to place these shares in a blocked
custody account with a five-year drawing restriction.
In the event of an absolute rise in the share price during
the performance period of at least 15 percent, 21 percent
or 30 percent, each participant is allocated 1,800, 3,600 or
5,400 CPUs respectively. To calculate the increase in the
share price, the average price in January of the year of issue
of a tranche is compared with the average price in January
of the third financial year following the year of issue (refer-
ence price). If, during the performance period, earnings per
preferred share increase by at least 15 percent, 21 percent
or 30 percent, each participant is allocated a further 1,800,
3,600 or 5,400 CPUs respectively. To calculate the increase
in earnings per preferred share, the earnings per preferred
share of the financial year prior to the year of issue is com-
pared with the earnings per preferred share of the second
financial year after the year of issue. The amounts included
in the calculation of the increase are in each case the earn-
ings per preferred share as disclosed in the consolidated
financial statements of the relevant financial years, adjusted
for exceptional items.
page-pf6
122 Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
The monetary value per CPU essentially corresponds to
the reference price of the Henkel preferred share. A ceiling
value (cap) is imposed in the event of extraordinary share
price increases.
The base prices for the 2007, 2008 and 2009 tranches
were 39.04 euros, 33.72 euros and 21.78 euros respectively.
We have based the measurement of the provision for the
tranche issued in 2009 on the achievement of mid-range
targets; the pro rata provisions for the current tranches is-
sued in the previous years have been adjusted on the basis
of current figures. This has resulted in a reduced expense
of 0.6 million euros for the financial year. The provision at
December 31, 2009 for all the tranches issued is 0.4 million
euros (2008: 1.4 million euros).
(44) Employee structure
Annual average excluding apprentices and trainees, work ex-
perience students and interns, based on quarterly figures:
Number of employees per function
2008 2009
Production and engineering 26,230 24,665
(45) Group segment reporting
The format for reporting the activities of the Henkel Group
by segment is by business sector and additionally by region.
This classification corresponds to the way in which the
Group manages its operating business.
The activities of the Henkel Group are divided into the
following operating segments: Laundry & Home Care, Cos-
metics/Toiletries, Adhesives for Craftsmen and Consumers,
and Industrial Adhesives.
Laundry & Home Care
This business sector produces and sells detergents, laun-
dry care products, dishwashing and cleaning products and
insecticides.
Cosmetics/Toiletries
The portfolio of this business sector comprises hair cosmetics,
body care, skin care, oral care and hair salon products.
Adhesives for Craftsmen and Consumers/
Industrial Adhesives
This business sector produces and sells cyanoacrylates, office
products for gluing and correcting applications, adhesive
tapes, high-strength contact adhesives, adhesives for home
decoration, building and DIY applications, adhesives and
sealants for industrial applications, and products for surface
treatment.
In determining the segment results and the asset and
liability values, essentially the same principles of recogni-
tion and measurement are applied as in the consolidated
financial statements.
individual business sectors.
In the year under review, the charges arising with respect
to the item “Combination of the Adhesive Technologies busi-
nesses” have been disclosed under the Corporate segment as
this is a centrally implemented, monitored and controlled
program; however, in the Group segment report they have
been split between the business sectors for information
purposes.
page-pf7
123
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
Reconciliation between net operating assets/capital employed and balance sheet figures
in million euros Net operating assets Balance
Annual
average
1) 2009
Dec. 31, 2009 sheet figures
Dec. 31, 2009
Goodwill at book value 6,211
6,084 6,137
Goodwill at book value
Other intangible assets and property, plant
Other intangible assets and property, plant
– Operating liabilities 4,031
4,099
of which
Trade accounts payable
to third parties 1,747
1,885 1,885
Trade accounts payable
to third parties
1) The annual average is calculated on the basis of the twelve monthly figures
2) Only amounts relating to operating activities are taken into account in calculating net operating assets
3) Before deduction of accumulated amortization pursuant to IFRS 3.79 (b)
page-pf8
124 Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(46) Earnings per share
The Stock Incentive Plan (Note 43, pages119to122) current-
ly results in no dilution of earnings per ordinary share and
per preferred share. The dilutive effect from the preferred
(47) Cash flow statement
Cash flow from investing activities/acquisitions includes un-
der the heading “Purchase of financial assets/acquisitions”
funds used to make acquisitions of 8 million euros (2008:
3,708 million euros). Investments in acquisitions comprised
8 million euros attributable to the Laundry & Home Care
business sector. Investments of 103 million euros, offset
shares potentially flowing back into the market has been
outweighed by adding back, in accordance with IAS 33.33 (c)
“Earnings Per Share,the expense from the payment for the
fourth tranche of the Stock Incentive Plan.
by proceeds from the cash pool settlement relating to the
acquisition of the National Starch businesses, were attribut-
able to the Adhesive Technologies business sector.
Included in the figure for cash and cash equivalents are
marketable securities which are short-term in nature and are
exposed only to an insignificant risk of a change in price.
Earnings per share
in million euros (rounded) 2008 2009
Net earnings after minority interests 1,221 602
Retained profit 997 378
Number of ordinary shares
259,795,875 259,795,875
Dividend per ordinary share in euros
0.51 0.51
4)
of which advance dividend per ordinary share in euros
1) 0.02 0.02
Retained profit per ordinary share in euros
2.30 0.87
EPS per ordinary share in euros 2.81 1.38
Number of outstanding preferred shares
2)
173,238,398 173,363,241
Dividend per preferred share in euros
0.53 0.53
4)
of which advance dividend per preferred share in euros
1) 0.04 0.04
Retained profit per ordinary share in euros
2.28 0.87
Diluted EPS per ordinary share in euros 2.79
5) 1.38
Number of potential outstanding preferred shares
3)
173,575,794 173,392,463
Dividend per preferred share in euros
0.53 0.53
4)
1) See Group management report, page 23 Corporate governance, Division of capital stock, Shareholder rights
2) Weighted annual average of preferred shares (Henkel buy-back program)
3) Weighted annual average of preferred shares adjusted for the potential number of shares arising from the Stock Incentive Plan
4) Proposed
5) Based on earnings attributable to one shareholder of Henkel AG & Co. KGaA of 1,212 million euros (IAS 33.59)
125
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(48) Information on voting rights,
related party transactions
Information required by Clause 160 (1) no. 8 of the German
Joint Stock Corporation Act [AktG]:
The company has been notified that the share of voting
rights of the parties to the Henkel share-pooling agreement
at December 30, 2009 represents in total 52.57 percent of
the voting rights (136,575,802 votes) in Henkel AG & Co.
KGaA and is held by:
» 106 members of the families of the descendants of Fritz
Henkel, the company’s founder
» Four foundations set up by members of those families
» One civil-law partnership set up by members of those
families
» Eight private limited companies set up by members of
those families, seven limited partnerships with a limited
company as a general partner (GmbH & Co. KG) and one
limited partnership (KG)
under the terms of a share-pooling agreement (agreement
restricting the transfer of shares) pursuant to Clause 22 (2)
of the German Securities Trading Act [WpHG], whereby the
shares held by the eight private limited companies, the seven
limited partnerships with a limited company as a general
partner and the one limited partnership representing a
total of 14.02 percent (36,419,097 voting rights) are attrib-
uted (pursuant to Clause 22 (1) no. 1 WpHG) to the family
members who control those companies.
Dr. h.c. Christoph Henkel, London, has exceeded the 5 per-
cent threshold of voting rights in Henkel AG & Co. KGaA
with 14,172,457 voting ordinary shares in Henkel AG & Co.
KGaA, representing a rounded percentage of 5.46 percent.
Even after adding voting rights expressly granted under the
terms of usufruct agreements, no other party to the share-
pooling agreement has a notification obligation triggered
by their attainment of the threshold of 3 percent or more
of the total voting rights in Henkel AG & Co. KGaA.
The authorized representative of the parties to the
Henkel share-pooling agreement is Dr. Simone Bagel-Trah,
Düsseldorf.
Silchester International Investors Limited, headquartered
in London, Great Britain, has informed us that its share of
voting rights in Henkel AG & Co. KGaA exceeded the 3 per-
cent threshold on June 23, 2008 and stood at 3.01 percent
on that day, with 7,824,150 voting rights. All voting rights
are attributed to Silchester International Investors Limited
pursuant to Clause 22 (1) sentence 1 no. 6 WpHG.
Members of the families of the descendants of Fritz
Henkel, the company’s founder, and charitable foundations
within their sphere of influence that hold shares in Henkel
AG & Co. KGaA, and members of the Shareholders’ Commit-
tee advanced funds on loan to the Henkel Group in the year
under review, on which interest has been payable at an aver-
age rate of 3.37 percent (2008: 5.11 percent). Funds on loan
advanced to the Henkel Group were repaid except for a small
residual amount by the end of February 2009. The average
amount of funds on loan advanced in the period January
to February 2009 was 504 million euros (2008: 530 million
euros), while the balance at December 31, 2009 was 0 million
euros (December 31, 2008: 512 million euros). All funds on
loan were repaid in full by the end of May 2009.
Members of the Supervisory Board who are not also
members of the Shareholders’ Committee advanced funds
on loan to the Henkel Group in the year under review aver-
aging 3.3 million euros (2008: 4.9 million euros), carrying
an average interest rate of 3.37 percent (2008: 5.13 percent),
while the balance at December 31, 2009 was 0 million euros
(December 31, 2008: 3.9 million euros).
(49) Remuneration of the corporate management
bodies
The total remuneration of the members of the Supervisory
Board and of the Shareholders’ Committee of Henkel AG
& Co. KGaA amounted to 1,425k euros (2008: 1,231k euros)
and 2,345k euros (2008: 2,303k euros) respectively. The total
remuneration (Clause 285 no. 9 German Commercial Code
[HGB]) of the Management Board (members of the Manage-
ment Board of Henkel Management AG) amounted to 11,295k
euros (2008: 13,270k euros). For further details regarding the
emoluments of the corporate management bodies, please
refer to the remuneration report on pages26to33.
(50) Declaration of compliance with the
Corporate Governance Code
In February 2009, the Management Board of Henkel Manage-
ment AG and the Supervisory Board and Shareholders’ Com-
mittee of Henkel AG & Co. KGaA approved a joint declaration
of compliance with the recommendations of the German
Corporate Governance Code in accordance with Clause 161 of
the German Joint Stock Corporation Act [AktG]. The declara-
tion has been made permanently available to shareholders
on the company website www.henkel.com/ir.
(51) Subsidiaries and other investments
Details relating to the investments held by Henkel AG &
Co. KGaA and the Henkel Group are provided in a separate
schedule which will be available via the commercial register
and can also be inspected at the Annual General Meeting.
page-pfa
126 Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(52) Information on shares in affiliated companies
and other investments
The major subsidiaries of the Group are as follows:
Share in percent
Algeria
Henkel Algérie S.P.A. Wilaya d’Alger 100.00
Australia
Henkel Australia Pty. Ltd. Silverwater 100.00
Austria Henkel Austria GmbH Vienna 100.00
Henkel Central Eastern Europe GmbH Vienna 100.00
Henkel Consumer Goods Canada, Inc. Toronto 100.00
China
Henkel (China) Co. Ltd. Shanghai 99.11
Henkel Loctite (China) Co. Ltd. Beijing 100.00
National Starch & Chemical (Shanghai) Co. Ltd.
Shanghai 100.00
Croatia Henkel Croatia doo Zagreb 100.00
Czech Republic Henkel CR spol.s.r.o. Prague 100.00
Germany
Schwarzkopf & Henkel Production
Europe GmbH & Co. KG Düsseldorf 100.00
Great Britain
Henkel Ltd. Hatfield 100.00
Greece
Henkel Hellas S.A. Athens-Moshato 100.00
Hong Kong
Henkel Adhesive Technologies (Hong Kong) Ltd. Hong Kong 100.00
Hungary Henkel Magyarország Kft Budapest 100.00
India
Henkel Marketing India Ltd. Hyderabad 48.93
Ireland
Loctite (Ireland) Holding Ltd. Dublin 100.00
Loctite (Overseas) Ltd. Dublin 100.00
OOO Rushenk Moscow 100.00
ZAO Schwarzkopf & Henkel Moscow 100.00
Serbia Henkel Merima d.o.o. Krusevac 99.60
Slovakian Republic Henkel Slovensko spol. s.r.o Bratislava 100.00
South Korea Henkel Technologies (Korea) Ltd. Seoul 100.00
Spain Henkel Ibérica S.A. Barcelona 100.00
Sweden
Henkel Norden AB
Stockholm 100.00
Switzerland Henkel & Cie. AG Pratteln 100.00
Thailand Henkel (Thailand) Ltd. Bangkok 100.00
page-pfb
127
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
Share in percent
Ukraine Henkel Bautechnik (Ukraina) TOB Vyshgorod 100.00
Henkel Ukraine TOB Kiev 100.00
United Arab Emirates Henkel Polybit Industries Co. Ltd. Umm Al Quwain 49.00
The Dial Corporation
Wilmington 100.00
Venezuela
Henkel Venezolana S.A.
Estado Carabobo 100.00
Share in percent
Austria
Biozym GmbH Kundl 49.00
Egypt
Henkel Polybit Egypt Co. Ltd. Badr City 49.00
United Arab Emirates
Henkel Polybit Industries Co. Ltd. Umm Al Quwain 49.00
Roof Care Co. Sharjah 49.00
Share in percent
Argentina
The Dial Corporation Argentina S.A. Buenos Aires 100.00
Austria
Persil-Altersunterstützung GmbH Vienna 100.00
Schwarzkopf & Henkel GmbH Vienna 100.00
Germany
CALMATO Grundstücks-Vermietungsgesellschaft mbH Düsseldorf 49.00
Entsorgungszentrum Düsseldorf Süd GmbH Düsseldorf 50.00
Erste Deutsche Walfang GmbH Hamburg 100.00
Fandus Grundstücksvermietungsgesellschaft
mbH & Co. Objekt Willich KG
Düsseldorf
68.62
Forstverwaltung Brannenburg Geschäftsführungs-GmbH Düsseldorf 100.00
In each of the following companies, Henkel AG & Co. KGaA
holds, either directly or indirectly, not more than half of
the shares, but has the power to govern the financial and
operating policies of the company. Therefore the company
is consolidated.
The following dormant companies or companies with insig-
nificant operations are immaterial to the net assets, financial
position and results of operations of the Group and are stated
at amortized cost:
page-pfc
128 Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
Share in percent
Germany
(continued) Henkel Zweite Verwaltungsgesellschaft mbH Düsseldorf 100.00
Indola GmbH Hamburg 100.00
MATERNA Grundstücks-Vermietungsgesellschaft mbH
& Co. Objekt Reisholz KG
Düsseldorf
49.00
Schwarzkopf & Henkel GmbH Düsseldorf 100.00
Pakistan
Henkel Industrial Adhesives Pakistan Pvt. Ltd. Karachi 100.00
Slovenia
Henkel-Storitve d.o.o. Maribor 100.00
USA
Dial Argentina Holdings, Inc. Phoenix 100.00
Share in percent
Bahrain
Henkel Adhesives Middle East E.C. Bur Dubai 50.00
Egypt
Henkel Adhesives Trading Egypt SAE Cairo 50.00
Mexico
Hysol Indael de México S.A. de C.V. Mexico City 49.00
USA
AMT Capital L.P. Dallas 20.90
Investments in associates:
Share in percent
Great Britain
Purbond International Holdings Ltd. Hatfield 50.00
Switzerland
Purbond AG Neukirch 50.00
Henkel AG & Co. KGaA holds more than 20 percent but not
more than 50 percent in the following companies, either
directly or indirectly. As the holdings are immaterial to the
net assets, financial position and results of operations of
the Group, they are stated at amortized cost:
page-pfd
129
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(53) Auditor’s fees and services
The total fees charged to the Group for the services of the
auditor KPMG in fiscal 2008 and 2009 were as follows:
Type of fee
in million euros 2008 2009
Audit (including outlays)
11.1 9.8
Other audit-related services
1.7 0.4
Audit fees comprise the total fees (including outlays) paid
or payable to the KPMG organization in respect of the audit
of the Group accounts and reporting thereon, the audit of
the individual company financial statements of Henkel AG
& Co. KGaA and its affiliated companies as required by law,
and the review of the half-year financial report.
Fees for other audit-related services comprise fees for
audits in connection with information risk management
and audits of compliance with contractual terms and condi-
tions and, in 2008, audit of the opening balance sheets of
April 3, 2008 of the National Starch businesses.
Tax advisory services include fees for tax advice relat-
ing to employees of Henkel AG & Co. KGaA who live outside
Germany and for employees of Henkel sent from Germany to
work in Group companies outside Germany (International
Executive Services), and for performing tax compliance work
for affiliated companies outside Germany. In the year under
review, further information gathering and analysis work
was additionally performed with respect to the National
Starch businesses.
Other services comprise fees for agreed-upon procedures
and support for process improvement activities.
page-pfe
130 Annual Report 2009
Notes to the consolidated financial statements
It is proposed that the annual financial statements of Henkel
AG & Co. KGaA be approved as presented and that the unap-
propriated profit of 601,597,840.27 euros for the year ended
December 31, 2009 be applied as follows:
a) Payment of a dividend of 0.51 euros per ordinary share
b) Payment of a dividend of 0.53 euros per preferred share
c) Carry-forward of the remaining
Shares held as treasury stock are not entitled to dividend.
The amount in unappropriated profit which relates to the
treasury stock held by the corporation at the date of the
Annual General Meeting is carried forward to the follow-
ing year.
Düsseldorf, January 29, 2010
Henkel Management AG
Recommendation for the approval of the annual financial
statements and the appropriation of the profit of
Henkel AG & Co. KGaA
page-pff
131
Annual Report 2009
Notes to the consolidated financial statements
Annual financial statements of
Henkel AG & Co. KGaA (summarized)1)
Statement of income
in million euros 2008 2009
Sales 3,099 2,971
Cost of sales
2,217 2,035
Gross profit 882 936
Selling, research and administrative expenses
–1,330 –1,267
Other income (net of other expenses)
726 403
Operating profit 278 72
Financial result 348 253
Taxes on income
24 60
Net earnings 646 283
Profit brought forward
220 325
Transfer to retained earnings
323
Transfer from reserve for treasury stock
6 6
Unappropriated profit
2) 549 602
Balance sheet
in million euros 2008 2009
Intangible assets and property, plant and equipment
674 729
Financial assets
6,857 8,376
Non-current assets 7,531 9,105
Inventories
213 186
Receivables and miscellaneous assets / Deferred charges
4,528 2,599
Marketable securities
109 109
Liquid funds
40 727
Current assets 4,890 3,621
Total assets 12,421 12,726
Shareholders’ equity 4,750 4,809
Special accounts with reserve element
183 165
Provisions
2,590 2,524
Liabilities, deferred income and accrued expenses
4,898 5,228
Total equity and liabilities 12,421 12,726
1) The full financial statements of Henkel AG & Co. KGaA with the auditor’s unqualified opinion are filed with the commercial register; copies can be obtained from
Henkel AG & Co. KGaA on request; the financial statements are based on the German Commercial Code [HGB]
2) Statement of income figures are rounded; unappropriated profit: 548,737,876.54 euros for 2008 and 601,597,840.27 euros for 2009

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