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adidas Group
2011 Annual Report
GROUP MANAGEMENT REPORT – FINANCIAL REVIEW
135
2011
03.2 Group Business Performance Financial Statements and Management Report of adidas AG
Disclosures pursuant to § 315 Section 4 and § 289 Section 4 of the German Commercial Code
Liabilities decline 10%
Liabilities decreased € 187 million to € 3.385 billion (2010:
€ 3.572 billion). This includes a reduction of € 156 million in bank
borrowings.
Cash outflow reflects dividend distribution and reduction
in bank borrowings
adidas AG generated a positive cash flow from operating activities in
the amount of € 157 million compared to € 790 million in the prior
year. The positive cash flow was primarily a result of the net income
of € 111 million generated during the period. Net cash outflow from
investment activities was € 132 million (2010: € 108 million). This is
largely attributable to capital expenditure for tangible and intangible
fixed assets of € 98 million. Financing activities resulted in a negative
cash flow of € 323 million (2010: cash outflow of € 232 million). The
cash outflow from financing activities relates to cash outflows for the
dividend payment of € 167 million and the reduction in bank borrowings
totalling € 156 million. As a result of all these developments, cash and
cash equivalents of adidas AG decreased € 299 million to € 383 million
at the end of December 2011 compared to € 682 million at the end of
December 2010.
adidas AG has a revolving credit line of € 1.860 billion, which was
unutilised as at the balance sheet date SEE TREASURY, P. 129 .
adidas AG is able to meet its financial commitments at all times.
Disclosures pursuant to § 315 Section 4
and § 289 Section 4 of the German
Commercial Code
Composition of subscribed capital
The nominal capital of adidas AG amounts to € 209,216,186 (as at
December 31, 2011) and is divided into the same number of registered
no-par-value shares with a pro-rata amount in the nominal capital of
€ 1 each (“shares”). As at December 31, 2011, adidas AG does not
hold any treasury shares SEE NOTE 25, P. 198 . Pursuant to § 4 section 8
of the Articles of Association, shareholders’ claims to the issuance
of individual share certificates are in principle excluded. Each share
grants one vote at the Annual General Meeting. All shares carry the
same rights and obligations.
In the USA, we have issued American Depositary Receipts (ADRs).
ADRs are deposit certificates of non-US shares that are traded instead
of the original shares on US stock exchanges. Two ADRs equal one
share.
Restrictions on voting rights or transfer of shares
We are not aware of any contractual agreements with adidas AG or
other agreements restricting voting rights or the transfer of shares.
Based on the Code of Conduct of adidas AG, however, particular
lock-up periods do exist for members of the Executive Board with
regard to the purchase and sale of adidas AG shares. These lock-up
periods are connected with the publication of quarterly and full year
results. Such lock-up periods also exist for employees who have
access to yet unpublished financial results. In addition, restrictions of
voting rights pursuant, inter alia, to § 136 German Stock Corporation
Act (Aktiengesetz – AktG) or for treasury shares pursuant to § 71b AktG
may exist.
Shareholdings in share capital exceeding 10% of
voting rights
We have not been notified of, and are not aware of, any direct or
indirect shareholdings in the share capital of adidas AG exceeding 10%
of the voting rights.
Shares with special rights
There are no shares bearing special rights, in particular there are no
shares with rights conferring powers of control.
Voting right control if employees have a share in
the capital
Like all other shareholders, employees who hold adidas AG shares
exercise their control rights directly in accordance with statutory
provisions and the Articles of Association.