Henkel Annual Report 2018

Plain-text annual report

Annual Report 2018 H e n k e l A n n u a l R e p o r t 2 0 1 8 1 Contents Foreword Report of the Supervisory Board The Company 7 11 17 Management Board 18 Focusing on our strategic priorities 19 Shares and bonds 26 Corporate governance Combined management report 63 70 103 Fundamental principles of the Group Economic report Henkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB]) Risks and opportunities report Forecast 107 119 Consolidated financial statements 123 125 126 Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA 127 128 130 225 226 233 234 235 Quarterly breakdown of key financials Further information 239 241 Multi-year summary 243 247 249 250 251 Index of tables and graphs Glossary Credits Contacts Financial calendar Henkel Annual Report 2018Fiscal 2018 at a glance 2 Key financials in million euros Sales Operating profit (EBIT) Adjusted 1 operating profit (EBIT) Return on sales (EBIT) in % Adjusted 1 return on sales (EBIT) in % Net income Attributable to non-controlling interests Attributable to shareholders of Henkel AG & Co. KGaA Earnings per preferred share in euros Adjusted 1 earnings per preferred share in euros Return on capital employed (ROCE) in % Dividend per ordinary share in euros Dividend per preferred share in euros pp = percentage points 1 Sales 2014 2015 2016 2017 2018 16,428 18,089 18,714 20,029 19,899 2,244 2,588 2,645 2,923 2,775 3,172 3,055 3,461 3,116 3,496 13.7 15.8 14.6 16.2 14.8 16.9 15.3 17.3 15.7 17.6 1,662 34 1,628 1,968 47 1,921 2,093 40 2,053 2,541 22 2,519 2,330 19 2,311 3.76 4.38 19.0 1.29 1.31 4.44 4.88 18.2 1.45 1.47 4.74 5.36 17.5 1.60 1.62 5.81 5.85 16.3 1.77 1.79 5.33 6.01 15.5 1.83 2 1.85 2 +/– 2017 – 2018 – 0.6 % 2.0 % 1.0 % 0.4 pp 0.3 pp – 8.3 % – 13.6 % – 8.3 % – 8.3 % 2.7 % – 0.8 pp 3.4 % 3.4 % + 2.4 % organic sales growth. EBIT 17.6 % adjusted 1 return on sales (EBIT): up 0.3 percentage points. Sales by business unit 2018 2 Sales by region 2018 Beauty Care 20 % Corporate 3 1 % Japan / Australia / New Zealand 3 % Laundry & Home Care 32 % North America 25 % Adhesive Technologies 47 % Western Europe 31 % 1 Adjusted for one-time charges / gains and restructuring expenses. 2 Proposal to shareholders for the Annual General Meeting on April 8, 2019. 3 Sales and services not assignable to the individual business units. 4 Eastern Europe, Africa / Middle East, Latin America, Asia (excluding Japan). EPS 3 6.01 € Corporate 1 % adjusted 1 earnings per preferred share (EPS): up 2.7 percent. Emerging markets 4 40 % Dividend 1.85 € dividend per preferred share 2. Henkel Annual Report 2018The CompanyFiscal 2018 at a glanceForewordReport of the Supervisory BoardManagement BoardFocusing on our strategic prioritiesShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 3 Our business units Adhesive Technologies Key financials 1 in million euros Sales Proportion of Henkel sales Operating profit (EBIT) Adjusted 2 operating profit (EBIT) Return on sales (EBIT) Adjusted 2 return on sales (EBIT) Return on capital employed (ROCE) Economic Value Added (EVA®) 1 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 2 Adjusted for one-time charges / gains and restructuring expenses. pp = percentage points Our top brands 2017 2018 9,387 9,403 47 % 47 % 1,657 1,734 1,669 1,761 17.7 % 18.5 % 20.3 % 17.7 % 18.7 % 19.3 % 831 762 4 +/– 0.2 % – 0.7 % 1.6 % 0.0 pp 0.2 pp – 1.0 pp – 8.2 % Sales Adhesive Technologies in million euros 5 2014 2015 2016 2017 2018 8,127 8,992 8,961 9,387 9,403 0 2,000 4,000 6,000 8,000 Sales + 4.0 % organic sales growth. Henkel Annual Report 2018The CompanyFiscal 2018 at a glanceForewordReport of the Supervisory BoardManagement BoardFocusing on our strategic prioritiesShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationBeauty Care Key financials 1 in million euros Sales Proportion of Henkel sales Operating profit (EBIT) Adjusted 2 operating profit (EBIT) Return on sales (EBIT) Adjusted 2 return on sales (EBIT) Return on capital employed (ROCE) Economic Value Added (EVA®) 1 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 2 Adjusted for one-time charges / gains and restructuring expenses. pp = percentage points 4 Our top brands 2017 2018 3,868 3,950 19 % 535 665 13.8 % 17.2 % 17.6 % 20 % 589 675 14.9 % 17.1 % 14.8 % 6 +/– 2.1 % – 10.0 % 1.6 % 1.1 pp – 0.1 pp – 2.8 pp 262 230 – 12.1 % 7 Sales Beauty Care in million euros 2014 2015 2016 2017 2018 3,547 3,833 3,838 3,868 3,950 Sales – 0.7 % organic sales growth. 0 2,000 4,000 6,000 8,000 Henkel Annual Report 2018The CompanyFiscal 2018 at a glanceForewordReport of the Supervisory BoardManagement BoardFocusing on our strategic prioritiesShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information5 Laundry & Home Care Key financials 1 in million euros Sales Proportion of Henkel sales Operating profit (EBIT) Adjusted 2 operating profit (EBIT) Return on sales (EBIT) Adjusted 2 return on sales (EBIT) Return on capital employed (ROCE) Economic Value Added (EVA®) 1 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 2 Adjusted for one-time charges / gains and restructuring expenses. pp = percentage points Our top brands 2017 2018 6,651 6,419 33 % 32 % 989 1,170 970 1,162 14.9 % 17.6 % 13.1 % 15.1 % 18.1 % 13.1 % 8 +/– – 3.5 % – – 1.9 % – 0.7 % 0.2 pp 0.5 pp 0.0 pp 309 306 – 1.0 % Sales Laundry & Home Care in million euros 9 2014 2015 2016 2017 2018 4,626 5,137 5,795 6,651 6,419 0 2,000 4,000 6,000 8,000 Sales + 1.9 % organic sales growth. Henkel Annual Report 2018The CompanyFiscal 2018 at a glanceForewordReport of the Supervisory BoardManagement BoardFocusing on our strategic prioritiesShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information6 What drives us Our purpose Our values Creating sustainable value. Our vision We put our customers and consumers at the center of what we do. We value, challenge and reward our people. We drive excellent sustainable financial performance. Leading with our innovations, brands and technologies. We are committed to leadership in sustainability. We shape our future with a strong entrepreneurial spirit based on our family business tradition. Henkel Annual Report 2018The CompanyFiscal 2018 at a glanceForewordReport of the Supervisory BoardManagement BoardFocusing on our strategic prioritiesShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information7 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information “We remain committed to generating profitable growth and attractive returns for our shareholders.” H A N S VA N B Y L E N C H A I R M A N O F T H E MA N AG E M E N T B OA R D In 2018, we continued to deliver profitable growth for Henkel despite many challenges for our company. We recorded good organic growth with new highs in earnings and profitability while we faced significant negative currency effects as well as increasing prices for many direct materials. Our good business performance in the past year was once again driven by our successful brands and innovative technologies with leading positions in attractive markets and categories. Our profitable growth was complemented by the contribution from acquisitions in our industrial and consumer businesses. At the same time, we maintained a strong focus on cost and continu- ous efficiency improvements. We also made substantial progress in the execution of our stra- tegic priorities through to 2020 and beyond, successfully implemented many strategic initiatives and further improved our competitiveness. Sustainability has been a business priority at Henkel for decades. Based on this strong commitment we continued to drive progress in sustainability along the entire value chain in 2018. This was again recognized in many international sustainability ratings. We were ranked as a leader or among the top perform- ers in our relevant industry sectors. All of this only became possible thanks to the commitment and entrepreneurial spirit of more than 53,000 Henkel employees around the world. It is their dedication, agility and customer focus that enabled us to make 2018 another successful year for Henkel, despite an increasingly challenging environment. Henkel Annual Report 20188 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Good business performance in 2018 despite significant headwinds In 2018, we were confronted with an increasing volatility in our markets. We faced significant pressure from unfavorable cur- rency fluctuations as well as rising costs for many important direct materials. The controversies around global trade, the introduction of tariffs as well as other uncertainties, such as the concerns about Brexit, increasingly hampered economic growth dynamics and the development in many industry segments. Internally, delivery difficulties in North America adversely affected our consumer goods businesses at the beginning of 2018. These problems were due to a change in the transportation and logistics systems for our consumer businesses in North America. We acted decisively to resolve the situation and returned to normal service levels in the course of the second quarter. Despite these external and internal challenges, we delivered again profitable growth in fiscal 2018. Organic sales growth, excluding the impact from currencies and acquisitions and divestments, reached 2.4 percent. Henkel Group sales amounted to 19.9 billion euros in 2018. The negative impact from currencies was 1.1 billion euros. Adjusted 1 earnings before interest and taxes (EBIT) increased by 1 percent to 3.5 billion euros, the highest level to date. Adjusted 1 return on sales (EBIT margin) rose to 17.6 percent compared to 17.3 percent in the prior year. This is also a new high for Henkel. Adjusted 1 earnings per preferred share (EPS) grew to 6.01 euros. This is an increase of 2.7 percent or around 7 percent at constant exchange rates, and the highest adjusted EPS to date. Our free cash flow also developed very well, climbing to 1.9 billion euros. 1 Adjusted for one-time charges / gains and restructuring expenses. Henkel’s overall good performance in an increasingly challenging market environment is also reflected in the development of our share price. At the end of 2018, Henkel preferred shares closed the year 13.5 percent lower than the prior-year level, yet outper- forming the DAX, which lost 18.3 percent over the same period. At our Annual General Meeting on April 8, 2019, we will propose to our shareholders a dividend payment of 1.85 euros per pre- ferred share. This is a new high for Henkel and represents an increase of 3.4 percent over the prior year. Henkel 2020+: Committed to sustainable profitable growth through to 2020 and beyond We pursue a clear long-term strategy for Henkel: We want to generate sustainable profitable growth. It is our ambition to become even more customer-focused, more innovative, more agile, and fully digitalized in our internal processes and customer- facing activities. We aim to promote sustainability in all our business activities, reinforcing our leading position. In 2016, we defined strategic priorities to drive the successful execution of our strategy through to 2020 and beyond, Henkel 2020+. Our strategic priorities are: drive growth, accelerate digitalization, increase agility and fund growth. Over the past two years, we have made very good progress and successfully implemented numerous strategic initiatives. In 2018, we continued to execute a range of projects and initia- tives to drive growth in our markets around the world. Regular in-depth exchanges as well as close collaboration on strategic projects with our customers in our industrial and consumer businesses were a key success factor. We place particular focus on further accelerating our innovation cycles and reducing innovation lead times to faster address new market trends and customer needs. We made good progress with the continuous improvement of our innovation processes, Henkel Annual Report 20189 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information resulting in high innovation rates as well as increasing first- year sales from innovations or from our top ten innovations. to evaluate their level of digital know-how and identify specific training opportunities. We also made further progress with the integration of acquired businesses and agreed several new acquisitions that will further strengthen our competitiveness and complement our portfolio in our industrial and consumer businesses. To capture new sources of growth, our Corporate Venture Capital unit continued to invest in new technologies, in start-ups as well as in other venture funds. We plan to invest about 150 mil- lion euros in venturing activities between 2017 and 2020. By the end of 2018, around half of this amount had already been invested or committed. We made particular good progress with the digital transformation of our company. In 2018, digital sales at Group level increased organically with double-digit growth rates. We invested further in our production facilities to leverage the potential of Industry 4.0. We now record more than 1 billion data points with net- worked sensors in our supply chain every day. This enables us to optimize control of our production sites and processes, with higher quality, improved efficiency and greater sustainability. We also launched Henkel X as an integrated, internal and external platform to accelerate the digital transformation of Henkel. We set up a Digital Advisory Board with high-caliber industry experts to advise the Management Board on the digital trans formation process. We also established a digital mentorship network of around 150 external mentors that include founders, digital experts and thought leaders, who are exclusively accessible to Henkel employees to provide insight and advice on digital projects and initiatives. This was complemented by a broad range of internal and external activities to further advance the digital capabilities and upskilling of our own organization. We launched, for example, a tailor- made self-assessment tool for individual employees and teams Digital transformation also complements our strategic priority to increase agility across the organization. In 2018, we continued to foster the entrepreneurial spirit of our employees and teams, encouraged openness to change and aimed at further expanding individual freedom for decision-making. One example is the successful implementation of the FAST initiative (Flexible, Agile, Simple and Transparent) in our global Finance organization. The initiative aims at simplified planning processes, optimized workflows, more transparent communication and at encouraging employees in their entrepreneurial thinking and behaviors. As part of our strategic priority to fund growth, we have four initiatives in place. Combined, they are expected to deliver more than 500 million euros in annual efficiency gains as of 2020. In 2018, we advanced these initiatives and have already realized more than 50 percent of the targeted total efficiency gains. At Henkel, we are proud of our commitment to sustainability. We are driving continuous progress in sustainable action in our operations and along the entire value chain – from our sourcing to production and logistics up to the use phase by customers and consumers and, finally, recycling. In 2018, we placed a particular focus on the topic of plastic waste since plastic has become a serious environmental concern – especially in our oceans. We focus on three areas: using sustainable materials, developing smart packaging solutions, and establishing a circular economy. By 2025, we want all the packaging in our consumer businesses to be recyclable, reusable or compostable. Further- more, we collaborate with numerous partners and initiatives. For example, we are part of the global “Alliance to End Plastic Waste,” an affiliation of around 30 international companies, which wants to jointly develop and implement new approaches for less plastic waste. Henkel Annual Report 201810 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Growth investments reinforce our mid- to long-term financial ambitions To capture additional growth opportunities, especially in our consumer businesses, and further accelerate the digital trans- formation of our company, we announced at the beginning of 2019 that we will step up investments by around 300 million euros annually from 2019 onward. Two thirds of this amount will be used to strengthen our brands, technologies and inno- vations, while one third will additionally fund the digital trans- formation across the entire company. Our continued commitment to generate sustainable profitable growth and attractive returns is reflected in our expanded mid- to long-term financial ambitions for 2020 and beyond: We are targeting organic sales growth of between 2 and 4 percent and an adjusted 1 EPS growth in the mid- to high-single-digit percentage range at constant exchange rates and will continue to focus on free cash flow expansion. We will also continue to pursue compelling growth opportunities while maintaining our focus on strict cost discipline and margin development. In line with our commitment to offer attractive returns to our shareholders, we announced that we will increase the target range for our dividend payout ratio to between 30 to 40 percent from fiscal 2019 onward. Thank you for your continued confidence and support In summary, 2018 was another successful year for Henkel. We again recorded profitable growth with new highs in earnings and profitability. We made significant progress with the imple- mentation of our strategic priorities and expanded our mid- to long-term financial ambitions for our company beyond 2020. On behalf of the Management Board, I would like to thank our supervisory bodies for their invaluable support and advice. I would also like to express our gratitude to you, our sharehold- ers, for your continued confidence in our company and our future. We are fully committed to deliver attractive returns for your investment in our company. We would also like to thank our customers and consumers around the world for their part- nership and trust in our company, our brands and technolo- gies. At Henkel, we are dedicated to driving superior perfor- mance and creating sustainable value for all our stakeholders. We look forward to jointly shaping a successful future. Düsseldorf, January 31, 2019 Sincerely, Hans Van Bylen Chairman of the Management Board 1 Adjusted for one-time charges / gains and restructuring expenses. Henkel Annual Report 2018The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information 11 “In light of our strong brands and technologies and the steps we have taken leading into 2019, we believe Henkel is well equipped to face the future.” D R . S I MO N E B AG E L-T R A H C H A I RWOMA N O F T H E S H A R E H O L D E R S ’ COMM I T T E E A N D T H E S U P E RV I S O RY B OA R D 2018 was a very challenging year for Henkel. In addition to the continued political uncertainty prevailing in many parts of the world, underlying trading conditions were difficult, especially in the consumer goods markets. Unforeseeable foreign exchange effects and material price trends brought a further significant burden to bear on Henkel’s activities. In spite of this challenging environment, we were able to achieve both organic sales growth and a further increase in our earning power. We also made further progress with the implementa- tion of our strategic priorities. On behalf of the Supervisory Board, I would like to thank all employees at Henkel for their dedicated commitment and contribution to the successful performance of our corporation over the past year. My thanks are equally due to the members of the Management Board who have steered the corporation successfully through these challenging times. I am also grate- ful to our employees’ representatives and works councils for their consistently constructive support in growing Henkel. Finally, I would like to extend my thanks to you, our shareholders, for your continued confidence in our corporation, its manage- ment and employees, and our brands and technologies over this past fiscal year. Ongoing dialog with the Management Board We continued to diligently discharge our Supervisory Board duties in fiscal 2018 in accordance with the legal statutes, Articles of Association and rules of procedure governing our actions. We consistently monitored the work of the Management Board, advising and supporting it in its stewardship and in the strategic development of the corporation, and discussing with it busi- ness matters of major importance. In doing so, we were able to ascertain that the Management Board’s performance of its duties was legally compliant, fit for purpose, and proper at all times. The Management Board and Supervisory Board continued to cooperate in 2018 through extensive dialog founded on mutual trust and confidence. The Management Board kept us regularly Henkel Annual Report 201812 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information and extensively informed of all major issues affecting the cor- poration’s business and our Group companies with prompt written and oral reports. Specifically, the Management Board reported on the business situation, operational development, business policy, profitability issues, our short-term and long- term corporate, financial and personnel plans, as well as capi- tal expenditures and organizational measures. We also dis- cussed the risk situation of the corporation and issues relating to compliance. Financial reports focused on the sales and profits of Henkel Group as a whole, with further analysis by business unit and region. All members of the Supervisory Board consistently had sufficient opportunity to critically review and address the issues raised by each of these reports and to provide their individual guidance in both the Audit Committee and in plenary Supervisory Board meetings. Outside of Supervisory Board meetings, the Chairman of the Audit Committee and I, as Chairwoman of the Supervisory Board, remained in regular contact with individual members of the Management Board or with the Management Board as a whole. This procedure ensured that we were constantly aware of current business developments and significant events. The other members were informed of major issues no later than by the next Supervisory Board or committee meeting. There were no indications of conflicts of interest involving Management Board or Supervisory Board members that might have required immediate disclosure to the Supervisory Board and reporting to the Annual General Meeting. Supervisory Board meetings The Supervisory Board and the Audit Committee each held four regular meetings in the reporting year. Attendance at the Supervisory Board and committee meetings was around 92 percent and around 88 percent respectively. No member of the Supervisory Board attended just half or less of the Supervi- sory Board meetings or relevant committee meetings. In each of our meetings, we discussed the reports submitted by the Management Board, conferring with it on the develop- ment of the corporation and on strategic issues. We also dis- cussed the overall economic situation and Henkel’s business performance. As already reported in our last Annual Report, we held a meet- ing on February 21, 2018, to approve the annual and consoli- dated financial statements for 2017, including the combined management report for Henkel AG & Co. KGaA and the Group, together with the risk report and corporate governance report, as well as the separate, combined non-financial statement for Henkel AG & Co. KGaA and the Group, our 2018 declaration of compliance, and our proposals for resolution by the 2018 Annual General Meeting. At the same meeting, we focused on the innovation strategies of our business units and corre- sponding product launches, and on the position occupied by Adhesive Technologies in the competitive environment. We also discussed the implementation of our globally centralized and integrated supply chain in the USA and the implications of the US tax reform for Henkel. As well as dealing with market and competitive conditions and the performance of our business units over the first few months of the fiscal year, our meeting on April 9, 2018 focused specifically on the positions occupied by our Beauty Care and Laundry & Home Care business units in their respective com- petitive environments. We also looked in detail at the status of our North American consumer goods business and the under- lying delivery processes. Our meeting on September 28, 2018 focused on the perfor- mance of our business units over the first eight months of the year and our strategic objective of accelerating digitalization. We discussed the newly established Chief Digital Officer orga- nization and the strategic initiatives focusing on digital busi- ness and Industry 4.0. We likewise examined the use of Henkel Annual Report 201813 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information selected social media for recruiting new employees, and the introduction of new learning formats and programs for upskilling the application of digital tools. At our meeting on December 14, 2018, and in a telephone conference on January 18, 2019, we focused closely on the expected results for 2018 and our assets and financial planning for fiscal 2019 aligned to various assumptions. We also dis- cussed in detail the associated budgets of our business units on the basis of comprehensive documentation. Supervisory Board committees In order to enable us to efficiently comply with the duties incumbent upon us according to legal statute and our Articles of Association, we have established an Audit Committee and a Nominations Committee. The Audit Committee was chaired in the year under review by Prof. Dr. Theo Siegert, who complies with the statutory requirements of impartiality and expertise in the fields of accounting or auditing and brings experience in the application of accounting principles and internal con- trol procedures. For more details on the responsibilities and composition of these committees, please refer to the corporate governance report (on pages 26 to 42) and the membership lists on page 236 of this Annual Report. Committee activities Following the appointment of the external auditor by the 2018 Annual General Meeting, it was mandated by the Audit Com- mittee to audit the annual financial statements and the con- solidated financial statements, including the combined man- agement report for Henkel AG & Co. KGaA and the Group, and to review the preparation and content of the interim financial reports for 2018. The audit fee and focus areas of the audit were also established. Agreement was reached that the auditor will notify the Supervisory Board immediately of any findings or incidents discovered or occurring during the audit that are material to the performance of the Supervisory Board’s duties; a cap on the provision of non-audit-related services as permit- ted in the relevant EU regulations was specified. The Audit Committee again obtained the necessary validation of auditor independence for the performance of these tasks. The auditor has informed the Audit Committee that there are no circum- stances that might give rise to a conflict of interest in the exe- cution of its duties. The Audit Committee also engaged the external auditor to review the content of the separate, com- bined non-financial statement for Henkel AG & Co. KGaA and the Group, which was compiled as a separate non-financial report and made available in the public domain through publi- cation on our website. The Audit Committee met four times in the year under review. The Chairman of the Audit Committee also remained in regu- lar contact with the auditor outside of the meetings. The meet- ings and resolutions were prepared through the provision of reports and other information by the Management Board. The heads of the relevant Group functions also reported on indi- vidual agenda items and were available to answer questions. The Chair of the Committee reported promptly and in full to the plenary Supervisory Board on the content and results of each of the Committee meetings. The corporation and Group accounts, including the interim financial reports (quarterly statements and financial report for the half year) were discussed at all Audit Committee meetings, with matters arising being duly examined with the Manage- ment Board. The three meetings at which we discussed and approved the interim financial reports were attended by the auditor. The latter reported on the results of the relevant review activities and on the main issues and occurrences rele- vant to the work of the Audit Committee. There were no objec- tions raised in response to these reports. The Audit Committee also focused in great detail on the accounting process and the efficacy and further development of the Group-wide internal control and risk management sys- tems. The efficiency of the risk management system was Henkel Annual Report 201814 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information reviewed, based on the risk reports of previous years. The report given by the General Counsel & Chief Compliance Offi- cer on material legal disputes and compliance within the Group was also discussed, as was the status report submitted by Internal Audit: The audit plan submitted by Internal Audit focusing on audits of the functional reliability and effective- ness of the internal control system and the compliance organi- zation was approved. The Audit Committee likewise discussed treasury risks and their management, as well as the provision of non-audit-related services by the auditor, and monitored adherence to the cap specified for the same. At its meeting on February 18, 2019, attended by the auditor, the Audit Committee discussed the annual and consolidated financial statements, together with the combined manage- ment report for Henkel AG & Co. KGaA and the Group, the separate, combined non-financial report for Henkel AG & Co. KGaA and the Group for fiscal 2018, as well as the audit reports and auditor’s notes, the associated proposal for appropriation of profit, and the risk report, and prepared the corresponding resolutions for the Supervisory Board. It also recommended that the Supervisory Board should propose to the Annual General Meeting the election of KPMG as auditor for fiscal 2019. A declaration from the auditor asserting its independence was again duly received, accompanied by details pertaining to non-audit services rendered in fiscal 2018 and those envisioned for fiscal 2019. There was no evidence of any bias or partiality on the part of the auditor. As in previous years, other members of the Supervisory Board took part as guests in this specifically accounting-related meeting of the Audit Committee. Corporate governance and declaration of compliance The Supervisory Board again dealt with questions of corporate governance in the reporting year. Details of this and of Henkel’s corporate governance can be found in the manage- ment report on corporate governance (pages 26 to 42 of this Annual Report), with which we fully acquiesce. At our meeting on February 18, 2019, we discussed and approved the joint declaration of compliance for 2019 to be submitted by the Management Board, Shareholders’ Commit- tee and Supervisory Board, as specified in the German Corpo- rate Governance Code. The full wording of the current and pre- vious declarations of compliance can be found on the com- pany website. Annual and consolidated financial statements / Audit In its capacity as auditor appointed for 2018 by the Annual General Meeting, KPMG examined the annual financial state- ments prepared by the Management Board, and the consoli- dated financial statements, together with the consolidated management report, which has been combined with the man- agement report for Henkel AG & Co. KGaA for fiscal 2018. The annual financial statements and the combined management report were prepared in accordance with German statutory provisions. The consolidated financial statements were pre- pared in accordance with International Financial Reporting Standards (IFRSs) as endorsed by the EU, and in accordance with the supplementary German statutory provisions pursuant to Section 315e (1) German Commercial Code [HGB]. The con- solidated financial statements in their present form exempt us from the requirement to prepare consolidated financial state- ments in accordance with German law. As already reported, the Nominations Committee submitted a recommendation regarding the election of an additional share- holder representative in preparation for the Supervisory Board’s proposal for resolution by the 2018 Annual General Meeting. KPMG conducted its audits in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institute of Public Auditors in Germany [Institut der Wirtschaftsprüfer, IDW]. Henkel Annual Report 201815 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Unqualified audit opinions were issued for the annual and the consolidated financial statements, as well as for the combined management report. KPMG also reviewed the separate, combined non-financial statement for Henkel AG & Co. KGaA and the Group for fiscal 2018 as compiled by the Management Board to ensure its con- tent included the disclosures required by law. The review was based on the International Standard on Assurance Engage- ments (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” as published by the International Auditing and Assurance Stan- dards Board (IAASB) for the purpose of obtaining limited assurance. Based on its audit review and the audit evidence obtained, the auditor is not aware of any circumstances that might prompt it to believe that the disclosures in the separate, combined non-financial report for Henkel AG & Co. KGaA and the Group for fiscal 2018 have not been prepared in compli- ance with all material aspects of commercial law provisions. The annual financial statements, consolidated financial state- ments, combined management report, and separate, combined non-financial report for fiscal 2018 were presented in good time to all members of the Supervisory Board, together with the corresponding audit reports and relevant auditor’s notes and the recommendations by the Management Board for the appropriation of the profit made by Henkel AG & Co. KGaA. We examined these documents and discussed them at our meet- ing on February 18, 2019, in the presence of the auditor, which reported on its main audit findings. We received and approved the audit reports. The Chairman of the Audit Committee pro- vided the plenary session of the Supervisory Board with a detailed account of the treatment of the annual financial state- ments, the consolidated financial statements, the combined management report and the separate, combined non-financial report by the Audit Committee. Having received the final results of the review conducted by the Audit Committee and concluded our own examination, we see no reason for objec- tion to the aforementioned documents. We have agreed the results of KPMG’s audits. The assessment by the Management Board of the position of the company and the Group coincides with our own appraisal. At our meeting on February 18, 2019, we concurred with the recommendations of the Audit Com- mittee and therefore approved the annual financial state- ments, the consolidated financial statements, the combined management report and the separate, combined non-financial report as prepared by the Management Board. Additionally, we discussed and approved the proposal by the Management Board to pay out of the unappropriated profit of Henkel AG & Co. KGaA a dividend of 1.83 euros per ordinary share and of 1.85 euros per preferred share, and to carry the remainder and the amount attributable to the treasury shares held by the corporation at the time of the Annual General Meeting forward to the following year. This proposal takes into account the financial and earnings position of the corporation, its medium-term financial and investment planning, and the interests of our shareholders. In our meeting on February 18, 2019, we also ratified our pro- posal for resolution by the Annual General Meeting relating to the appointment of the external auditor for the next fiscal year, based on the recommendations of the Audit Committee. Neither the recommendation by the Audit Committee nor the Supervisory Board’s proposal to elect KPMG as auditor for 2019 were unduly influenced by any third party; nor were agree- ments reached that might have restricted the choice of possi- ble auditors. Risk management Risk management issues were examined by both the Audit Committee and the plenary Supervisory Board, with emphasis on the risk management system in place at Henkel and any major individual risks of which we needed to be notified; there were no identifiable risks that might jeopardize the continued existence of the corporation as a going concern. The structure Henkel Annual Report 201816 The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information and function of the risk early warning system were also inte- gral to the audit performed by KPMG, which found no cause for reservation. It is also our considered opinion that the risk management system corresponds to the statutory requirements and is fit for the purpose of early identification of developments that could endanger the continuation of the corporation as a going concern. Changes in the Supervisory Board and Management Board Regarding the election of new employee representatives to the Supervisory Board, Angelika Keller, Peter Hausmann and Win- fried Zander left the board at the end of the Annual General Meeting on April 9, 2018, to be replaced by Peter Emmerich, Dirk Thiede and Michael Vassiliadis. The other employee rep- resentatives were re-elected. Of the shareholder representa- tives, Johann-Christoph Frey left the Supervisory Board to join the Shareholders’ Committee. Philipp Scholz was elected to take his place. In its constituent meeting on April 9, 2018, the Supervisory Board elected Birgit Helten-Kindlein to Vice Chair and confirmed myself as Chair. We also elected new and re-elected existing members to the Audit and Nominations Committees. We thanked those members departing the Supervisory Board for their successful commitment in the interests of the com- pany. Special thanks are due to Winfried Zander for around 25 years of service on our Supervisory Board. Kathrin Menges, responsible for Human Resources (HR) and Infrastructure Services, will not be available for another term on the Management Board for personal reasons, and will leave the Management Board by mutual agreement at the end of business on April 8, 2019. Sylvie Nicol has been appointed to the Management Board effective April 9, 2019, and will take over responsibility for Kathrin Menges’ portfolio. Kathrin Menges has been with Henkel for around 20 years, and respon- sible for Human Resources and sustainability at Management Board level since October 2011. During that time Kathrin Menges drove key improvements in HR and sustainability at Henkel, for which I would like to thank her most sincerely on behalf of all corporate bodies at Henkel. Sylvie Nicol joined Henkel in 1996. After various management posts in the Sales and Marketing functions of Henkel’s Beauty Care business unit, she moved to headquarters in 2013 to take on responsibil- ity for Human Resources at Beauty Care. In 2015 she moved back to the operations side as Head of Beauty Care Retail in Europe and Global Sales at Beauty Care. Since the beginning of 2018, Sylvie Nicol has been Corporate Senior Vice President Global Human Resources. We wish Sylvie Nicol every success in her new position and are delighted that we have been able to fill the vacancy on the Management Board with such an experienced Henkel manager. The coming year will again pose challenges for both our employ- ees and the corporation’s management. In light of our strong brands and technologies and the steps we have taken leading into 2019, we believe Henkel is well equipped to face the future. We thank you for your ongoing trust and support. Düsseldorf, February 18, 2019 On behalf of the Supervisory Board Dr. Simone Bagel-Trah (Chair) Henkel Annual Report 2018The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Management Board Hans Van Bylen Chairman of the Management Board Born in Berchem, Belgium, on April 26, 1961; with Henkel since 1984. Jan-Dirk Auris Executive Vice President Adhesive Technologies Born in Cologne, Germany, on February 1, 1968; with Henkel since 1984. Carsten Knobel Executive Vice President Finance (CFO) / Purchasing / Integrated Business Solutions Born in Marburg / Lahn, Germany, on January 11, 1969; with Henkel since 1995. Jens-Martin Schwärzler Executive Vice President Beauty Care Born in Ravensburg, Germany, on August 23, 1963; with Henkel since 1992. 17 Kathrin Menges Executive Vice President Human Resources / Infrastructure Services Born in Pritzwalk, Germany, on October 16, 1964; with Henkel since 1999. Bruno Piacenza Executive Vice President Laundry & Home Care Born in Paris, France, on December 22,1965; with Henkel since 1990. Henkel Annual Report 2018 18 Focusing on our strategic priorities Our efforts to shape our future are guided by clear strategic priorities. We want to sustain our profitable growth and become even more innovative, agile and digital through to 2020 and beyond. The Company Fiscal 2018 at a glance Foreword Report of the Supervisory Board Management Board Focusing on our strategic priorities Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Drive growth Accelerate digitalization Increase agility Fund growth Driving growth in mature and emerg- ing markets is a key strategic priority for Henkel. In order to achieve this, we are implementing a range of tar- geted initiatives to further deepen the relationships with our customers and consumers worldwide, strengthen our leading brands and technologies, develop exciting innovations and services, and capture new sources of growth. Accelerating digitalization helps us to successfully grow our business, strengthen the relationships with our customers and consumers, optimize our processes and transform the entire company. We will implement a range of initiatives to drive our digital business, leverage Industry 4.0, and eTransform the organization. In a highly volatile and dynamic business environment, increasing the agility of the organization is a critical success factor for Henkel. This requires energized and empowered teams, fastest time-to-market, as well as smart and simplified processes. In order to fund growth, we are implementing new approaches to optimize resource allocation, focus on net revenue management, further increase efficiency in our structures, and continue to expand our Global Supply Chain organization. Together, these initiatives will contribute to further improving profitability and enable us to fund our growth ambi- tions for 2020 and beyond. Henkel Annual Report 2018 19 10 Key data on Henkel shares 2014 to 2018 in euros Earnings per share Ordinary share Preferred share Share price at year-end 1 Ordinary share Preferred share High for the year 1 Ordinary share Preferred share Low for the year 1 Ordinary share Preferred share Dividend Ordinary share Preferred share Market capitalization 1 in bn euros Ordinary shares in bn euros Preferred shares in bn euros 2014 2015 2016 2017 2018 3.74 3.76 80.44 89.42 80.44 90.45 67.00 72.64 1.29 1.31 36.8 20.9 15.9 4.42 4.44 4.72 4.74 5.79 5.81 88.62 103.20 98.98 113.25 100.00 110.35 5.31 5.33 85.75 95.40 99.26 115.20 105.45 122.90 113.70 128.90 104.70 115.05 76.32 87.75 1.45 1.47 41.4 23.0 18.4 77.00 88.95 1.60 1.62 45.9 25.7 20.2 96.15 110.10 83.30 93.46 1.77 1.79 45.6 26.0 19.6 1.83 2 1.85 2 39.3 22.3 17.0 1 Closing share prices, Xetra trading system. 2 Proposal to shareholders for the Annual General Meeting on April 8, 2019. Shares and bonds Although the price of Henkel shares declined in 2018, they per- formed better than the market as a whole. While share prices generally lagged behind the benchmarks – the DAX and EURO STOXX® Consumer Goods indices – over the course of the first nine months, they were able to mostly escape the negative trend exhibited by the benchmarks toward year-end. Henkel preferred shares closed at 95.40 euros on December 31, 2018, down – 13.5 percent year on year, while the ordinary shares closed – 14.3 percent down at 85.75 euros. Assuming reinvestment of the dividend (before tax deduction) in the shares at the time of payment, the preferred and ordinary shares generated a total return of – 12.1 and – 12.8 percent respectively. Over the course of the year, the DAX 30 lost sig- nificantly more ground. The performance index dropped by – 18.3 percent to 10,559 points, while the EURO STOXX® Con- sumer Goods Index closed – 14.1 percent down at 612 points. The preferred shares traded at an average premium of 10.8 percent over the ordinary shares in 2018. Year on year, the trading volume (Xetra) of preferred shares increased significantly in 2018. Each trading day saw an aver- age of around 624,000 preferred shares changing hands (2017: 465,000). The average volume of our ordinary shares also increased, to around 98,000 shares (2017: 85,000). The market capitalization of our ordinary and preferred shares totaled 39.3 billion euros as of year-end 2018. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationHenkel shares have proven to be an attractive investment for long-term investors. Over the last five and ten years, the Henkel preferred share has shown an average yield (assuming reinvested dividends, before tax deduction) of 4.0 percent and 17.3 percent per year respectively, offering a higher return than the average DAX performance of 2.0 percent and 8.2 percent per year for the same periods. Shareholders who invested the equivalent of 1,000 euros when Henkel preferred shares were issued in 1985, and reinvested the dividends received (before tax deduction) in the stock, had a portfolio value of 33,050 euros at the end of 2018. This represents an increase in value of 3,205 percent or an average yield of 11.1 percent per year. Over the same period, the DAX provided an annual return of 6.9 percent. Performance of Henkel shares versus market January through December 2018 in euros 20 11 Dec. 29, 2017: 110.35 euros Dec. 31, 2018: 95.40 euros 120 115 110 105 100 95 90 85 January February March April May June July August September October November December Henkel preferred share Henkel ordinary share (indexed) EURO STOXX® Consumer Goods Index (indexed) DAX (indexed) Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information21 12 Dec. 31, 2018: 95.40 euros Performance of Henkel shares versus market 2009 through 2018 in euros Dec. 31, 2008: 22.59 euros 140 120 100 80 60 40 20 0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Henkel preferred share Henkel ordinary share (indexed) EURO STOXX® Consumer Goods Index (indexed) DAX (indexed) Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information22 Henkel represented in all major indices Henkel shares are traded on the Frankfurt Stock Exchange, pre- dominantly on the Xetra electronic trading platform. Henkel is also listed on all regional stock exchanges in Germany. In the USA, investors are able to invest in Henkel preferred and ordi- nary shares by way of stock ownership certificates obtained through the Sponsored Level I ADR (American Depositary Receipt) program. The number of ADRs outstanding for ordi- nary and preferred shares at the end of the year was approxi- mately 1.7 million (2017: 1.8 million). The international importance of Henkel preferred shares derives not least from their inclusion in many leading indices that serve as important indicators for capital markets and as benchmarks for fund managers. Particularly noteworthy in this respect are the MSCI World, STOXX® Europe 600, and FTSE World Europe indices. Henkel’s inclusion in the Dow Jones Titans 30 Personal & Household Goods Index makes it one of the most important corporations in the personal and house- hold goods sector worldwide. As a DAX stock, Henkel is one of the 30 most significant exchange-listed companies in Germany. At year-end 2018, Henkel again ranked 19th in terms of the market capitalization of the preferred shares included in the DAX index and 25th in terms of trading volume (2017: 23rd). Our DAX weighting increased slightly to 1.90 percent (2017: 1.85 percent). Once again our advances in sustainable management earned recognition from external experts in 2018. Our performance with respect to non-financial indicators (environmental, social and governance themes) was reflected in regular posi- tive assessments by various national and international rating agencies, from which sustainability indices are derived. Henkel has been represented in the ethics index FTSE4Good since 2001, and in the STOXX® Global ESG Leaders index family since its launch by Deutsche Börse in 2011. Our membership in the Ethibel Pioneer Investment Register and the sustainability indices Euronext Vigeo World 120, Europe 120 and Eurozone 120 was also confirmed, as was our membership in the MSCI Global Sustainability Index series. Henkel is, moreover, one of only 50 companies worldwide to be included in the Global Challenges Index. Share data Security code no. ISIN code Stock exch. symbol Number of shares 13 ADR data 14 Preferred shares Ordinary shares 604843 604840 CUSIP Preferred shares Ordinary shares 42550U208 42550U109 DE0006048432 DE0006048408 ISIN code US42550U2087 US42550U1097 HEN3.ETR 178,162,875 HEN.ETR ADR symbol HENOY HENKY 259,795,875 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationInternational shareholder structure Employee share program 23 Since 2001, Henkel has offered an employee share program (ESP). For each euro invested in 2018 by an employee (limited to 4 percent of salary up to a maximum of 4,992 euros per year), Henkel added 33 eurocents. Around 12,200 employees in 58 countries purchased Henkel preferred shares under this program in 2018. At year-end, some 15,600 employees held a total of around 2.4 million shares in the program’s securities accounts, representing 1.4 percent of total preferred shares outstanding. The lock-up period for newly acquired ESP shares is three years. Investing in Henkel shares through participation in our share program has proven to be very beneficial for our employees in the past. Employees who invested 100 euros each month in Henkel shares since the program was first launched, and waived interim payouts, held portfolios valued at 83,858 euros at the end of 2018. This represents an increase in value of around 313 percent or an average yield of around 9.9 percent per year. 61.20 % of voting rights are held by members of the Henkel family share- pooling agreement. Compared to the ordinary shares, our preferred shares are the significantly more liquid class of Henkel stock. Apart from the treasury shares amounting to 2.07 percent, they are entirely in free float. A large majority are owned by institutional investors whose portfolios are usually broadly distributed internation- ally. According to notices received by the corporation, members of the Henkel family share-pooling agreement owned a majority of the ordinary shares amounting to 61.20 percent as of Octo- ber 12, 2018. We have received no other notices indicating that a shareholder holds more than 3 percent of the voting rights (notifiable ownership). As of December 31, 2018, treasury stock amounted to 3.7 million preferred shares. Shareholder structure: Institutional investors holding Henkel shares 15 Germany France 8 % 9 % Rest of world 13 % USA 30 % Rest of Europe 14 % UK 26 % At November 30, 2018 Source: Nasdaq. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationHenkel bonds Henkel issued fixed-rate bonds with a total volume of 2.2 bil- lion euros in 2016. The first tranche of 500 million euros matured on September 13, 2018. A 700 million euro bond with a term of five years, a 750 million US dollar eurodollar bond with a term of three years, and a 300 million British pound bond with a term of six years are still outstanding. Henkel also placed a 600 million US dollar bond with a term of three years in the eurodollar market in June 2017. The proceeds from the issues were used to finance Henkel’s acquisitions. Further information can be found on the website: www.henkel.com/creditor-relations 24 Pro-active capital market communication An active and open information policy ensuring prompt and continuous communication is a major component of the value-based management approach at Henkel. Hence share- holders, shareholder associations, participants in the capital market, financial analysts, the media and the public at large are kept informed of the current situation and major business changes relating to the corporation. All stakeholders are treated equally in this respect. Up-to-date information is likewise incorporated in the regular financial reporting undertaken by the corporation. The dates of the major recurring publications, and also the dates for the press conference on the preceding fiscal year and the Annual General Meeting, are published on the internet at www.henkel.com/ir, together with all relevant information. 16 Bond data Currency Volume Coupon Maturity Issue price Issue yield Interest calculation Denomination Sec. code no. ISIN Listing EUR 700 million 0 % p.a. 9/13/2021 100 % 0 % p.a. 2016 USD 750 million 1.5 % p.a. 9/13/2019 99.85 % 1.55 % GBP 300 million 0.875 % p.a. 9/13/2022 99.59 % 0.95 % 2017 USD 600 million 2.0 % p.a. 6/12/2020 99.78 % 2.08 % Act / Act (ISMA) 30 / 360 (ISMA) Act / Act (ISMA) 30 / 360 (ISMA) 1,000 EUR A2BPAX 2,000 USD A2BPAY 1,000 GBP A2BPAZ 2,000 USD A2E4FR XS1488418960 XS1488419695 XS1488419935 XS1626039819 Regulated Market of the Luxembourg Stock Exchange Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information25 This also serves as the portal for the live broadcast of tele- phone conferences and parts of the Annual General Meeting (AGM). The AGM offers all shareholders the opportunity to obtain extensive information about the corporation directly. The corporation’s advancements and targets in relation to the environment, safety, health and social responsibility are pub- lished annually in our Sustainability Report. Shareholders, the media and the public at large are further provided with com- prehensive information through press releases and informa- tion events, while occurrences with the potential to materially affect the price of Henkel shares are communicated in the form of ad hoc announcements. Henkel is covered by numerous financial analysts at an inter- national level. Around 30 equity analysts regularly publish reports and commentaries on the current performance of the company. Henkel places great importance on dialog with investors and analysts. At 29 capital market conferences and roadshows held in Europe and North America, institutional investors and financial analysts had an opportunity to engage with the corporation and, in many instances, directly with senior management. In total, we exchanged views with more than 700 different institutional investors and financial analysts around the globe in individual or group meetings and tele- phone conferences. One highlight of our Investor Relations activities last year was our Investor and Analyst Day for the Laundry & Home Care business unit, held in Düsseldorf on May 29, 2018. Entitled “Shaping the Future,” the Laundry & Home Care management team presented the strategy, business performance, digital transformation and research & development efforts of the business unit. The latest innovations and technologies were also showcased in a “Deep Dive Experience Tour.” An Investor & Analyst Conference was also hosted in London on September 4, 2018, where Hans Van Bylen, CEO of Henkel, and Carsten Knobel, CFO, presented the strategy and business performance of the Henkel Group and its three business units to more than 60 institutional investors and financial analysts, with a Q&A session following. Analyst recommendations 17 Sell 14 % Hold 45 % Buy 41 % At December 31, 2018 Basis: 29 equity analysts. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information26 Corporate governance at Henkel AG & Co. KGaA The Management Board, the Shareholders’ Committee and the Supervisory Board are committed to ensuring that the manage- ment and stewardship of the corporation are conducted in a responsible and transparent manner aligned to achieving a long-term increase in shareholder value. With this in mind, they have pledged themselves to the following three principles: • Value creation as the foundation of our management approach. • Sustainability achieved through the application of socially responsible management principles. • Transparency supported by an active and open information policy. The German Corporate Governance Code [DCGK] was intro- duced in order to promote confidence in the management and oversight of listed German corporations. It sets out the nation- ally and internationally recognized regulations and standards of responsible corporate governance applicable in Germany. The DCGK is aligned to the statutory provisions applicable to a German joint stock corporation (“Aktiengesellschaft” [AG]). It is applied analogously by Henkel AG & Co. KGaA (the corpora- tion). For a better understanding, this report describes the principles underlying the management and control structure of the corporation. It also outlines the special features distin- guishing us from an AG which derive from our specific legal form and our Articles of Association. The primary rights of shareholders of Henkel AG & Co. KGaA are likewise explained. The report takes into account the recommendations of the DCGK and contains all disclosures and explanations required according to Sections 289a (1), 315a (1) (takeover-relevant infor- mation), and 289f, 315d (corporate governance statement) of the German Commercial Code [HGB]. Accordingly, the takeover-relevant information and the corporate governance statement form part of the combined management report for Henkel AG & Co. KGaA and the Group, which has been audited by the external auditor. In this respect, Section 317 (2) sentence 6 HGB stipulates that the audit of the disclosures pursuant to Sections 289f (2), 315d HGB is limited to the question as to whether the requisite information has been disclosed. Legal form / Special statutory features of Henkel AG & Co. KGaA Henkel is a “Kommanditgesellschaft auf Aktien” [KGaA]. A KGaA is a company with a legal identity (legal entity) in which at least one partner has unlimited liability with respect to the company’s creditors (personally liable partner). The other partners’ liability is limited to their shares in the capital stock and they are thus not liable for the company’s debts (limited partners per Section 278 (1) German Stock Corporation Act [AktG]). In terms of its legal structure, a KGaA is a mixture of a joint stock corporation [AG] and a limited partnership [KG], with a leaning toward stock corporation law. The differences with respect to an AG are primarily as follows: The duties of the executive board of an AG are performed at Henkel AG & Co. KGaA by Henkel Management AG – acting through its Manage- ment Board – as the sole Personally Liable Partner (Sections 278 (2) and 283 AktG in conjunction with Art. 11 of our Articles of Association). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information27 The rights and duties of the supervisory board of a KGaA are more limited compared to those of the supervisory board of an AG. Specifically, the supervisory board is not authorized to appoint personally liable partners, preside over the partners’ contractual arrangements, impose procedural rules on the management board, or rule on business transactions. A KGaA is not required to appoint a director of labor affairs, even if, like Henkel, the company is bound to abide by Germany’s Codetermination Act of 1976. The general meeting of a KGaA essentially has the same rights as the shareholders’ meeting of an AG. For example, it votes on the appropriation of earnings, elects members of the supervi- sory board (shareholder representatives), and formally approves the supervisory board’s actions. It appoints the audi- tor and also votes on amendments to the articles of associa- tion and measures that change the company’s capital, which are implemented by the management board. Additionally, as stipulated by the legal form, it also votes on the adoption of the annual financial statements of the company, formally approves the actions of the personally liable partner, and elects and approves the actions of the members of the share- holders’ committee as established under the articles of associ- ation. Resolutions passed in general meeting require the approval of the personally liable partner where they involve matters which, in the case of a limited partnership, require the authorization of the personally liable partners and also that of the limited partners (Section 285 (2) AktG) or relate to the adoption of annual financial statements (Section 286 (1) AktG). According to our Articles of Association, in addition to the Supervisory Board, Henkel also has a standing Shareholders’ Committee comprising a minimum of five and a maximum of ten members, all of whom are elected by the Annual General Meeting (Art. 27 of the Articles of Association). The Sharehold- ers’ Committee is required in particular to perform the follow- ing functions (Section 278 (2) AktG in conjunction with Sec- tions 114 and 161 HGB, and Articles 8, 9 and 26 of the Articles of Association): • It acts in place of the Annual General Meeting in guiding the business activities of the corporation. • It decides on the appointment and dismissal of the Person- ally Liable Partners. • It holds both the power of representation and executive powers over the legal relationships prevailing between the corporation and Henkel Management AG, the Personally Lia- ble Partner. • It exercises the voting rights of the corporation in the Annual General Meeting of Henkel Management AG, thereby choosing its three-member Supervisory Board which, in turn, appoints and dismisses the members of the Manage- ment Board. • It issues rules of procedure incumbent upon Henkel Man- agement AG. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information28 Structure of Henkel AG & Co. KGaA 18 elects members Annual General Meeting Ordinary shares / Preferred shares elects shareholder representatives Shareholders’ Committee 10 members appoints, supervises, participates in management of the business elects Henkel AG & Co. KGaA Henkel Management AG All shares held by Henkel AG & Co. KGaA Supervisory Board appoints supervises Management Board Supervisory Board 16 members advises and supervises There were no changes in the Group management and supervi- sory structure in the year under review. The chart illustrates the structure of the corporation. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information29 Takeover-relevant information (Disclosures required under Sections 289a (1), 315a (1) HGB and explanations) Composition of issued capital / Shareholders’ rights The capital stock of the corporation amounts to 437,958,750 euros. It is divided into a total of 437,958,750 bearer shares (of no par value), with each share representing a nominal propor- tion of the capital stock of 1 euro. Of this total, 259,795,875 are ordinary shares (total nominal proportion of capital stock: 259,795,875 euros, representing 59.3 percent) and 178,162,875 are preferred shares (total nominal proportion of capital stock: 178,162,875 euros, representing 40.7 percent). All shares are fully paid in. Multiple share certificates for shares may be issued. In accordance with Art. 6 (4) of the Articles of Associa- tion, there is no right to individual share certificates. Each ordinary share grants to its holder one vote (Art. 21 (1) of the Articles of Association). The preferred shares grant to their holders all shareholder rights apart from the right to vote (Sec- tions 139 (1) and 140 (1) AktG). The preferred shares carry the following preferential right in the distribution of profit (Sec- tion 139 (1) AktG in conjunction with Art. 35 (2) of the Articles of Association) unless otherwise resolved by the Annual Gen- eral Meeting: • The holders of preferred shares receive a preferred dividend in the amount of 0.04 euros per preferred share. If the profit to be distributed in a fiscal year is insufficient for payment of a preferred dividend of 0.04 euros per preferred share, the arrears are paid without interest from the profit of the following years, with older arrears to be paid in full before more recent arrears and the preferred dividend from the profit of a particular fiscal year paid only after the clearance of all arrears. The holders of ordinary shares then receive a preliminary dividend from the remaining unappropriated profit of 0.02 euros per ordinary share, with the residual amount being distributed to the holders of ordinary and pre- ferred shares in accordance with the proportion of the capi- tal stock attributable to them. • If the preferred dividend is not paid out either in part or in whole in a year, and the arrears are not paid off in the fol- lowing year together with the full preferred share dividend for that second year, the holders of preferred shares are accorded voting rights until such arrears are paid (Section 140 (2) AktG). Cancellation or limitation of this preferred dividend requires the consent of the holders of preferred shares (Section 141 (1) AktG). The shareholders exercise their rights in the Annual General Meeting as per the relevant statutory provisions and the Arti- cles of Association of Henkel AG & Co. KGaA. In particular, they exercise the right to vote conveyed by the shares with vot- ing rights – either personally, by postal vote, through a legal representative or through a proxy-holder nominated by the corporation (Section 134 (3) and (4) AktG in conjunction with Art. 21 (2) and (3) of the Articles of Association) – and are also entitled to submit motions on the resolution proposals of management, speak on agenda items, raise pertinent ques- tions and propose motions (Sections 126 (1) and 131 AktG in conjunction with Art. 23 (2) of the Articles of Association). The ordinary Annual General Meeting usually takes place within the first four months of the fiscal year. Shareholders whose shares jointly represent at least one twen- tieth of the capital stock – corresponding to 21,897,938 ordi- nary and / or preferred shares or a combination of both – may request that a general meeting of shareholders be called. If their proportionate amount of the capital stock jointly reaches 500,000 euros – corresponding to 500,000 ordinary and / or preferred shares or a combination of both – they may request that items be placed on the agenda and published (Section 122 (1) and (2) AktG). In addition, shareholders whose combined share of the capital stock amounts to 100,000 euros or more Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information30 may, subject to certain conditions, request that a special audi- tor be appointed by the court to examine certain matters (Sec- tion 142 (2) AktG). Through the use of electronic communications, particularly the internet, the corporation makes it easy for shareholders to participate in the Annual General Meeting. It also enables them to be represented by proxy-holders for exercising their voting rights. The reports, documents and information required by law for the Annual General Meeting, including the financial statements and annual reports, are made available on the internet, as are the agenda for the Annual General Meeting and any countermotions or nominations for election by share- holders that require publication. Restrictions with respect to voting rights or the transfer of shares Generally, preferred shares do not convey any voting rights (Sections 139 (1), 140 (1) AktG; please refer to the remarks above for further details). Voting rights attached to treasury shares held by the corporation (Section 71b AktG) and to ordinary shares for which the statutory notification requirement has not been met (Section 44 sentence 1 German Securities Trading Act [WpHG]) may not be exercised. The voting rights attached to ordinary shares are also excluded by law in the cases cited in Section 136 AktG (conflicts of interest concerning ordinary shares held by members of the Management Board, Supervi- sory Board or Shareholders’ Committee). A share-pooling agreement has been concluded between members of the families of the descendants of company founder Fritz Henkel, pursuant to which the members agree on how to exercise the voting rights conveyed by their relevant ordinary shares in Henkel AG & Co. KGaA. The agreement also contains restrictions with respect to transfers of the ordinary shares covered (Art. 7 of the Articles of Association). Henkel preferred shares acquired by employees through the Employee Share Program, including bonus shares acquired without additional payment, are subject to a company-im- posed contractual lock-up period of three years, which begins on the first day of the respective participation period. The shares may not be sold before expiration of this lock-up period. If employee shares are sold during the lock-up period, the bonus shares are forfeited. Henkel preferred shares acquired by employees through the Long Term Incentive (LTI) Plan 2020+ are also subject to a company-imposed contractual lock-up period and may not be sold before expiration of the four-year term of each tranche. Contractual agreements also exist with members of the Man- agement Board governing lock-up periods for Henkel preferred shares which they purchase out of their variable annual cash remuneration (for additional information, please see the remuneration report on pages 42 to 61). Major shareholders According to notifications received by the corporation, as of October 12, 2018, a total of 61.20 percent of the voting rights are held by members of the Henkel family share-pooling agree- ment (for additional information on notifiable shareholders as specified in Section 160 (1) (8) AktG, please see the disclosures provided in the notes to the consolidated financial statements under Note 41 on page 222). No other direct or indirect invest- ment in capital stock exceeding 10 percent of the voting rights has been reported to us or is known to us. Shares with special rights There are no shares carrying multiple voting rights, preference voting rights, maximum voting rights or other special con- trolling rights. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 31 Statutory requirements and provisions in the Articles of Association governing the appointment and dismissal of members of the Management Board and the amendment of the Articles of Association Decisions regarding the appointment and dismissal of Person- ally Liable Partners are taken by the General Meeting of Henkel AG & Co. KGaA. Henkel Management AG is the sole Personally Liable Partner of the corporation (Art. 8 (1) of the Articles of Association). The Supervisory Board of Henkel Management AG is responsi- ble for the appointment and dismissal of members of the Man- agement Board of Henkel Management AG (Management Board). The appointments are for a maximum tenure of five years, although initial appointments tend to be for a period of three years, in accordance with the recommendations of the DCGK. A reappointment or extension of tenure is permitted for a maximum period of five years in each case (Section 84 (1) AktG). The Supervisory Board may revoke the appointment as member of the Management Board for good cause or reason, which may consist of gross dereliction of management board duties or inability to properly manage the corporation’s affairs (Section 84 (3) AktG). The Supervisory Board exercises due dis- cretion when appointing and revoking appointments. The Management Board is composed of at least two members in accordance with Art. 7 (1) of the Articles of Association of Henkel Management AG. The Supervisory Board of Henkel Management AG is also responsible for determining the num- ber of members on the Management Board. The Supervisory Board can appoint a member of the Management Board as Chairperson. Unless otherwise mandated by statute or the Articles of Asso- ciation, the resolutions of the Annual General Meeting of Henkel AG & Co. KGaA are adopted by simple majority of the votes cast. If a majority of capital is required by statute, resolu- tions are adopted by simple majority of the voting capital rep- resented (Art. 24 of the Articles of Association). This also applies to changes in the Articles of Association. However, modifications to the object of the corporation require a three-quarters’ majority (Section 179 (2) AktG). The Supervisory Board and Shareholders’ Committee have the authority to resolve purely formal modifications of and amendments to the Articles of Association (Art. 34 of the Articles of Associa- tion). By resolution of the General Meeting, the Supervisory Board is also authorized to amend Articles 5 and 6 of the Arti- cles of Association with respect to each use of the authorized capital and upon expiration of the term of the authorization. Authorization of the Management Board to issue or buy back shares According to Art. 6 (5) of the Articles of Association, there is an authorized capital. The Personally Liable Partner is autho- rized, with the approval of the Shareholders’ Committee and of the Supervisory Board, to increase the capital stock of the corporation until April 12, 2020, by up to a nominal total of 43,795,875 euros through the issuance of up to 43,795,875 new preferred shares with no voting rights against cash and / or pay- ment in kind. The authorization may be utilized to the full extent allowed or in one or several installments. The proportion of capital stock represented by shares issued against payment in kind on the basis of this authorization must not exceed a total of 10 percent of the capital stock existing at the time the authoriza- tion takes effect. The Personally Liable Partner is authorized, with the approval of the Shareholders’ Committee and of the Supervisory Board, to set aside the pre-emptive rights of shareholders in the case of a capital increase against payment in kind, particularly for the purpose of business combinations or the (direct or indirect) acquisition of entities, operations, parts of businesses, equity interests or other assets, including claims against the corpora- tion or companies dependent upon it within the meaning of Section 17 AktG. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information32 If capital is increased against payment in cash, all shareholders are essentially assigned pre-emptive rights. However, these may be set aside in three cases, subject to the approval of the Share- holders’ Committee and of the Supervisory Board: (1) in order to dispose of fractional amounts; (2) to grant to creditors / holders of bonds with warrants or conversion rights or a conversion obligation issued by the corporation or one of the companies dependent upon it, pre-emptive rights corresponding to those that would accrue to such creditors / bondholders following exercise of their warrant or conversion rights or on fulfillment of their conversion obligations; or (3) if the issue price of the new shares is not significantly below the quoted market price at the time of issue price fixing. Concerning the number of treasury shares and their use, please refer to the disclosures provided in the notes to the financial statements of Henkel AG & Co. KGaA, Note 10, on pages 13 and 14, and in the notes to the consolidated financial statements, Note 10, on pages 159 and 160. Material agreements governed by a change of control, and compensation agreements in the event of a takeover bid The corporation has not entered into any material agreements governed by a change of control in the wake of a takeover bid, nor any compensation agreements with members of the Man- agement Board or individual employees in the event of a take- over bid. In addition, the Personally Liable Partner is authorized to pur- chase ordinary and / or preferred shares of the corporation at any time until April 12, 2020, up to a maximum nominal pro- portion of the capital stock of 10 percent. This authorization can be exercised for any legal purpose. To the exclusion of the pre-emptive rights of existing shareholders, treasury shares may, in particular, be transferred to third parties for the purpose of acquiring entities or participating interests of entities. Trea- sury shares may also be sold to third parties against payment in cash, provided that the selling price is not significantly below the quoted market price at the time of share disposal. The shares may likewise be used to satisfy warrants or conversion rights granted by the corporation. The Personally Liable Partner is also authorized, with the approval of the Shareholders’ Committee and of the Supervisory Board, to cancel treasury shares without the need for further resolution by the General Meeting. Insofar as shares are issued or used to the exclusion of pre-emp- tive rights, the proportion of capital stock represented by such shares shall not exceed 10 percent. Corporate governance statement (Disclosures required under Sections 289f, 315d HGB and explanations) Application of the German Corporate Governance Code [DCGK] Taking into account the special features arising from our legal form and Articles of Association, Henkel AG & Co. KGaA com- plies with all but one of the recommendations (“shall” provi- sions) of the DCGK as amended. According to Item 4.2.3 (2) sentence 8 of the Code as amended on February 7, 2017, any subsequent change in performance targets or the comparison parameters should be precluded in the case of variable remu- neration components. Taking into consideration the modified Management Board remuneration scheme that comes into force from 2019, the performance measurement of the Long Term Incentive tranches issued in 2017 and 2018, whose three- year performance periods do not end until December 31, 2019 and December 31, 2020 respectively, deviates from this recom- mendation insofar as the related performance parameters for the periods up to December 31, 2018 are determined pro rata temporis in accordance with the previously valid conditions, while for the periods from January 1, 2019, they are determined Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 33 in accordance with the conditions that become effective as from that date. This will ensure a cogent and consistent incen- tive system of Management Board compensation effectively aligned to officer performance. Taking into account the aforementioned special features aris- ing from its legal form, the corporation has largely adopted the discretionary recommendations of the DCGK as amended on February 7, 2017. Henkel deviates from the recommendation in Item 4.2.3 to refrain from premature payment of variable remuneration components spanning several years, insofar as all lock-up periods relating to investments in Henkel preferred shares that are financed by the recipients (share deferral) end if said recip- ient dies. By the same token, LTI entitlements with regard to outstanding tranches are settled on the basis of budget figures and paid to the heirs. The corresponding declarations of com- pliance together with the reasons for deviations from recom- mendations can be seen on our website at www.henkel.com/ir. Managers’ transactions In accordance with Article 19 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on Market Abuse (Market Abuse Regulation), members of the Management Board, the Supervisory Board and the Shareholders’ Committee, and parties related to same, are obliged by law to disclose notifiable transactions involving shares in Henkel AG & Co. KGaA or their derivative financial instruments where the value of such transac- tions by the member, or a party related to the member, attains or exceeds 5,000 euros in a calendar year. The transactions reported to the corporation in the past fiscal year were properly disclosed and are accessible on the website www.henkel.com/ir. Principles of corporate governance / Compliance The members of the Management Board conduct the corpora- tion’s business with the care of a prudent and conscientious business director in accordance with legal requirements, the Articles of Association of Henkel Management AG and the Articles of Association of Henkel AG & Co. KGaA, the rules of procedure governing the actions of the Management Board, the provisions contained in the individual contracts of employment of its members, and also the compliance guide- lines and resolutions adopted by and within the Management Board. Corporate management principles which go beyond the statu- tory requirements are derived from our purpose, our vision, our mission and our values. For our corporation to be success- ful, it is essential that we share a common approach to entre- preneurship. We have defined a clear strategic framework with a long-term horizon. It guides us in making the right decisions and helps us to concentrate on our strategic priorities and focus resolutely on our ambition for the future. We want to create value – for our customers and our consum- ers, for our people, for our shareholders as well as for the wider society and communities in which we operate. Our purpose: • Creating sustainable value. Our vision: • Leading with our innovations, brands and technologies. Our mission: • Serving our customers and consumers worldwide as the most trusted partner with leading positions in all relevant markets and categories – as a passionate team united by shared values. Our values: • We put our customers and consumers at the center of what we do. • We value, challenge and reward our people. • We drive excellent sustainable financial performance. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 34 • We are committed to leadership in sustainability. • We shape our future with a strong entrepreneurial spirit based on our family business tradition. The corporate bodies of Henkel and our employees worldwide are guided by this purpose, this vision, this mission, and these values. They reaffirm our ambition to meet the highest ethical standards in everything we do. And they guide our employees in all the day-to-day decisions they make, providing a compass for their conduct and actions. Henkel is committed to ensuring that all business transactions are conducted in an ethically irreproachable, legal fashion. Consequently, Henkel expects all our employees not only to respect the corporation’s internal rules and all relevant laws, but also to avoid conflicts of interest, to protect Henkel’s assets and to respect the social values of the countries and cultural environments in which the corporation does business. The Management Board has therefore issued a series of Group- wide codes and standards with precepts that are binding worldwide. These regulatory instruments are not static, but are periodically reviewed and amended as appropriate, evolving in step with the changing legal and commercial conditions that affect Henkel as a globally active corporation. The Code of Conduct supports our employees in ethical and legal issues. The Leadership Commitments, for example, define the scope of responsibilities for managers. The Code of Corporate Sus- tainability describes the principles that drive our sustainable, socially responsible approach to business. This code also enables Henkel to meet the commitments derived from the United Nations Global Compact. Ensuring compliance with laws and regulations is an integral component of our business processes. Henkel has established a Group-wide compliance organization with locally and regionally responsible compliance officers led by a globally responsible General Counsel & Chief Compliance Officer (CCO). The General Counsel & CCO, supported by the Corporate Compliance Office and the interdisciplinary Compliance & Risk Committee, manages and controls compliance-related activities undertaken at the corporate level, coordinates train- ing courses, oversees fulfillment of both internal and external regulations, and takes appropriate action in the event of com- pliance violations. The local and regional compliance officers are responsible for organizing and overseeing the training activities and imple- mentation measures tailored to the specific local and regional requirements. They report to the Corporate Compliance Office. The General Counsel & CCO reports regularly to the Manage- ment Board and to the Audit Committee of the Supervisory Board on identified compliance violations. The issue of compliance is also a permanent item in the target agreements signed by all managerial staff of Henkel. Due to their position, it is particularly incumbent on them to set the right example for their subordinates, to effectively communi- cate the compliance rules and to ensure through the imple- mentation of suitable organizational measures that these are obeyed. The procedures to be followed in the event of complaints or suspicion of malpractice also constitute an important element of the compliance policy. In addition to our internal reporting system and complaint registration channels, employees may also, for the purpose of reporting serious violations to the Cor- porate Compliance Office, anonymously use a compliance hotline operated by an external service provider. The Head of the Corporate Compliance Office is mandated to initiate the necessary follow-up procedures. Our corporate compliance activities are focused on antitrust law and the fight against corruption. In our Code of Conduct, the corporate guidelines based upon it, and in other publica- tions, the Management Board clearly expresses its rejection of all infringements of the principles of compliance, particularly Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information35 antitrust violations and corruption. We do not tolerate such violations in any way. For Henkel, bribery, anticompetitive agreements, or any other violations of laws are no way to initi- ate or conduct business. A further compliance-relevant area relates to capital market law. Supplementing the legal provisions, internal codes of con- duct have been put in place to regulate the treatment of issues and information that have the potential to materially affect share prices. The corporation has an Ad Hoc Committee com- prised of representatives from various departments. In order to ensure that potential insider information is handled as required by law, this Committee reviews issues for their possi- ble effect on share prices, determining the need to issue reports to the capital markets on an ad hoc basis. The ultimate author- ity to decide how to handle potential insider information lies with the Management Board. There are also rules that go beyond the legal requirements, governing the behavior of the members of the Management Board, the Supervisory Board and the Shareholders’ Committee, and also employees of the corpo- ration who, due to their function or involvement in projects, have access to potential insider information. Management and control structure Management Board As the executive body of the Group, the Management Board is bound to uphold the interests of the corporation and is responsible for ensuring a sustainable increase in shareholder value. The members of the Management Board are responsible for managing Henkel’s business operations in their entirety. The individual Management Board members are assigned, in accordance with a business distribution plan, areas of compe- tence for which they bear lead responsibility. The members of the Management Board cooperate closely as colleagues, informing one another of all major occurrences within their areas of competence and conferring on all actions that may affect several such areas. Further details relating to coopera- tion and the division of operational responsibilities within the Management Board are regulated by the rules of procedure issued by the Supervisory Board of Henkel Management AG. The Management Board reaches its decisions by a simple majority of the votes cast. In the event of a tie, the Chairperson has the casting vote. It is the duty of the Management Board to prepare the annual financial statements of Henkel AG & Co. KGaA, the consoli- dated financial statements and corresponding management reports, and the interim financial reports. The Management Board is responsible for management of the overall business including planning, coordination, allocation of resources, control and risk management. It must also ensure compliance with legal provisions, regulatory requirements and internal company guidelines, and take steps to ensure that Group com- panies also observe them. Supervisory Board and Shareholders’ Committee; (sub)committees It is the responsibility of the Supervisory Board to advise and supervise the Management Board in the performance of its business management duties. The Supervisory Board regularly discusses business performance and planning with the Man- agement Board. It reviews the annual financial statements of Henkel AG & Co. KGaA and the Group’s consolidated financial statements together with the associated management reports and the non-financial declaration, taking into account the reviews and audit reports submitted by the auditor. It also votes on the proposal of the Management Board regarding the appropriation of profit and submits to the Annual General Meeting a proposal for the appointment of the external auditor. As a general rule, the Supervisory Board meets four times per year. The Management Board does not participate in such meetings unless this is deemed necessary. The Supervisory Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information36 Board reaches its decisions by a simple majority of the votes cast. In the event of a tie, the Chairperson has the casting vote. The Supervisory Board has established an Audit Committee and a Nominations Committee. The Audit Committee is made up of three shareholder and three employee representative members of the Supervisory Board. Each member is elected by the Supervisory Board based on nominations of their fellow shareholder or fellow employee representatives on the Board. The Chairperson of the Audit Committee is elected based on a proposal of the shareholder representative members. It is a statutory require- ment that at least one independent member of the Supervi- sory Board has expertise in the fields of accounting or audit- ing. The serving Chairperson of the Audit Committee in 2018, Prof. Dr. Theo Siegert, who is not the Chairperson of the Supervisory Board nor a present or former member of the Management Board, satisfies these requirements. The Audit Committee, which generally meets four times a year, prepares the proceedings and resolutions of the Super- visory Board relating to the adoption of the annual financial statements and the consolidated financial statements, the review of the non-financial declaration and also the auditor appointment proposal to be made to the Annual General Meeting. It issues audit mandates to the auditor and defines the focal areas of the audit as well as deciding on the fee for the audit and other advisory services provided by the auditor. The Audit Committee specifies a cap on the provision of other advisory services, i.e., non-audit-related services as permitted in the relevant EU regulations, and oversees adher- ence to the same. It also monitors the independence and qualifications of the auditor, requiring the latter to submit a declaration of independence which it then evaluates. Fur- thermore, the Audit Committee monitors the accounts and the accounting process and assesses the effectiveness of the Internal Control System, the Risk Management System and the Internal Auditing and Review System. It is likewise involved in compliance issues. The Group’s Internal Audit function reports regularly to the Audit Committee. Prior to publication, it discusses the quarterly statements and the financial report for the half year with the Management Board in a meeting that is also attended by the external auditor. The Nominations Committee comprises the Chairperson of the Supervisory Board and two further shareholder representa- tives elected by the Supervisory Board based on nominations of the shareholders’ representatives. The Chairperson of the Supervisory Board is also Chairperson of the Nominations Committee. The Nominations Committee prepares the resolu- tions of the Supervisory Board on election proposals to be pre- sented to the Annual General Meeting for the election of mem- bers to the Supervisory Board (shareholder representatives). As a general rule, the Shareholders’ Committee meets six times per year. The Management Board does not participate in such meetings unless this is deemed necessary. It also holds a joint conference with the Management Board lasting several days. The Shareholders’ Committee reaches its deci- sions by a simple majority of the votes cast. It has established Finance and Human Resources subcommittees that likewise meet six times per year, as a rule. Each subcommittee com- prises five of the members of the Shareholders’ Committee. The Finance Subcommittee deals primarily with financial matters, questions of financial strategy, financial position and structure, taxation and accounting policy, as well as risk management within the corporation. It also performs the necessary preparatory work for decisions to be made by the Shareholders’ Committee in matters for which decision authority has not been delegated to it. The Human Resources Subcommittee deals primarily with personnel matters relating to members of the Management Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information37 Board, with issues pertaining to human resources strategy, and with remuneration. It performs the necessary prepara- tory work for decisions to be made by the Shareholders’ Com- mittee in matters for which decision authority has not been delegated to it. The Subcommittee also addresses issues con- cerned with succession planning and management potential within the individual business units, taking into account rel- evant diversity aspects. At regular intervals, the Supervisory Board and the Share- holders’ Committee hold an internal review to determine the efficiency with which they and their committees / subcom- mittees carry out their duties. This self-assessment is per- formed on the basis of an extensive checklist, whereupon points relating to corporate governance and improvement opportunities are also discussed. Conflicts of interest must be disclosed in an appropriate man- ner to the Supervisory Board or Shareholders’ Committee, par- ticularly those that may arise as the result of a consultancy or committee function performed in the service of customers, sup- pliers, lenders or other business partners. Members encounter- ing material conflicts of interest that are not of a merely tempo- rary nature are required to resign their mandate. Newly elected members of the Supervisory Board and Share- holders’ Committee are familiarized with their rights and obli- gations, taking into account the special features arising from our legal form and Articles of Association. Some members of the Supervisory Board and of the Shareholders’ Committee are or were in past years holders of senior managerial positions in other companies. If and when Henkel pursues business activi- ties with these companies, the same arm’s length principles apply as those applicable to transactions with and between unrelated third parties. In our view, such transactions do not affect the impartiality of the members in question. Interaction between Management Board, Supervisory Board and Shareholders’ Committee The Management Board, Supervisory Board and Shareholders’ Committee work in close cooperation for the benefit of the corporation. The Management Board agrees the strategic direction of the cor- poration with the Shareholders’ Committee and discusses with it the status of strategy implementation at regular intervals. In keeping with good corporate governance, the Management Board informs the Supervisory Board and the Shareholders’ Committee regularly, and in a timely and comprehensive fashion, of all relevant issues concerning business policy, corporate planning, profitability, the business development of the corporation and our major affiliated companies, and also matters relating to risk exposure and risk management. For transactions of fundamental significance, the Sharehold- ers’ Committee has established a right of veto in the proce- dural rules governing the actions of Henkel Management AG in its function as sole Personally Liable Partner (Art. 26 of the Articles of Association). This covers, in particular, decisions or measures that materially change the net assets, financial position or results of operations of the corporation. The Man- agement Board complies with these rights of consent of the Shareholders’ Committee and also duly submits to the deci- sion authority of the corporation’s Annual General Meeting. Our Vision and Values, Code of Conduct, Code of Corporate Sustainability and other codes and policies governing our stewardship of the corporation can be found on our website www.henkel.com. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 38 Targets for the proportion of women on the Management Board and in the first two management levels below the Management Board In accordance with Sections 76 (4) and 111 (5) AktG, targets must be set for the proportion of women on the Management Board and in the first two management levels below the Man- agement Board. If the proportion of women is below 30 per- cent at the time the targets are set, the targets may not be below the proportion already achieved. Deadlines for achieve- ment of the targets must be established at the same time and must not be longer than five years in each case. Proportion of women on the Management Board As part of its responsibility for Management Board composi- tion, the Supervisory Board of Henkel Management AG has established a target, as recommended by the Shareholders’ Committee and its Human Resources Subcommittee, for the proportion of women on the Management Board of 17 percent, taking into account the current composition and an appropri- ate Management Board size for the corporation. This propor- tion will apply, and the target will be met, in the period through to December 31, 2021. The proportion of women on the Management Board at December 31, 2018, was 17 percent. Proportion of women in the management levels below the Management Board Based on the current personnel mix, the Management Board has established the following targets for the first two levels of management below the Management Board. These targets are expected to be achieved by December 31, 2021: • First management level: Proportion of 25 percent women • Second management level: Proportion of 30 percent women. In accordance with the legal requirements, the point of refer- ence for the definition of the management levels was based exclusively on Henkel AG & Co. KGaA and not the Henkel Group – regardless of Henkel’s globally aligned management organization. As a result, the figures include only employees of Henkel AG & Co. KGaA with management responsibility who report directly to the Management Board (management level 1) and those who report to management level 1 (manage- ment level 2). Separately from the targets for the first two levels of manage- ment below the Management Board of Henkel AG & Co. KGaA – and mindful of our globally aligned management organiza- tion – it is our goal to increase our ratio of women at all levels of management at Henkel in the long term. In 2018, we were again able to raise the proportion of women in management worldwide – to 34.7 percent at December 31, 2018. Statutory gender quota for Supervisory Board composition Given Henkel’s position as a listed corporation subject to the Codetermination Act, the Supervisory Board of Henkel AG & Co. KGaA must consist of at least 30 percent women and at least 30 percent men (Section 96 (2) AktG). Throughout the entire year under review, the statutory mini- mum quota of each gender was represented among both the shareholder representatives and the employee representatives. Diversity considerations governing Management Board composition Notwithstanding the key requirements of qualification, com- petence and professional excellence for the relevant areas of responsibility on the Management Board, the Supervisory Board of Henkel Management AG has specified the following criteria – after consultation in the Shareholders’ Committee and its Human Resources Subcommittee – that must be con- sidered when making Management Board appointments to ensure as broad a spectrum as possible of knowledge, skills and professional experience (diversity) on the Management Board: Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information39 • Education / career experience • Gender Overall, the members of the Management Board must demonstrate knowledge, skills and professional experience in the following areas in particular: • Management / leadership experience: Experience with managing globally operating entities, involvement of employee representative bodies, leading and motivating employees, succession planning. • Business acumen: Knowledge of / experience in indus- trial / consumer business areas and key markets, including the social environment in which Henkel operates, as well as knowledge of / experience in the fields of marketing, selling and distribution, digitalization / eCommerce, research and development, production / engineering and sustainable management. • Strategic expertise: Ability to develop and implement prospects and strategies for the future. • Financial expertise: Experience in accounting, auditing financial statements, issues surrounding funding and capital markets. • Financial control / risk management: Experience in the fields of internal control and risk management systems, as well as internal auditing systems. • Governance / compliance / ethics: Experience with interac- tion among corporate bodies (governance) and in compli- ance with statutory / in-house requirements; modern understanding of corporate ethics and how to implement them. • Internationality The international activities of the corporation in both mature and emerging markets should be appropriately reflected in the composition of the Management Board. Henkel therefore strives to ensure that several members of different nationalities or with international backgrounds (who have spent several years working abroad or supervising foreign business activities, for example) are included on the Management Board. A reasonable proportion of women shall be represented in the Management Board. Henkel therefore strives to ensure that at least one woman is a member of the Management Board. • Seniority Change and continuity are two issues that must be taken into reasonable account when composing the Management Board. Henkel therefore aims to include members with dif- ferent levels of seniority on the Management Board. Irre- spective of this requirement, members of the Management Board should generally not be older than 63. We believe that these aforementioned requirements were met in full in the reporting period. Overall, the Management Board, which includes one woman, has the knowledge, skills and professional experience needed to properly and effectively perform its duties. Several members of the Management Board have international business experi- ence with both emerging and mature markets. No individual on the Management Board exceeds the specified maximum age. Diversity considerations / Objectives governing Supervisory Board composition Bearing in mind the legal requirements and the recommenda- tions of the DCGK, and taking into account the specific situa- tion and global reach of the corporation’s activities in indus- trial and consumer business areas, the Supervisory Board has specified objectives governing its composition which are described below. When proposing candidates to the Annual General Meeting for both routine re-election and replacement election, the Supervisory Board considers these objectives, whereby the particular regulations of the Codetermination Act must be observed with regard to the employee representative candidates. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 40 • Education / Career experience Overall, the Supervisory Board must demonstrate know- ledge, skills and professional experience in the following areas in particular: • Management / leadership experience: Experience with managing globally operating corporations / companies and with employee management. • Business acumen: Knowledge of / experience in the fields of research and development, production / engineering, marketing, selling and distribution, digitalization / eCom- merce, as well as knowledge of / experience in indus- trial / consumer business areas, in the key markets in which Henkel operates, and in sustainable management. • Financial expertise: Experience in the fields of account- ing / accounting processes or with auditing financial state- ments, knowledge of financial instruments and funding strategies. • Financial control / risk management: Experience in the fields of internal control and risk management systems, as well as internal auditing systems. • Governance / compliance: Experience with interaction among corporate bodies (governance) and in ensuring compliance with statutory / in-house requirements. • Impartiality, integrity To ensure the impartiality of its counseling activities and supervision of the Management Board, the Supervisory Board must include a reasonable number of impartial mem- bers, bearing in mind the corporation’s ownership structure. As a rule, the following people should not belong to the Supervisory Board: • Close family members of a Management Board member. • Anyone who, in the past three years, has been a partner of or in the employ of the present or previous external audi- tors of the corporation. • Anyone who receives or has received over the past three years not inconsiderable remuneration of any nature from Henkel AG & Co. KGaA or one of its affiliates (excluding remuneration for Supervisory Board or Shareholders’ Committee membership or, in the case of employee repre- sentatives, their salaries). • Anyone with direct or indirect material business ties to Henkel AG & Co. KGaA or one of its affiliates, whether as partner, shareholder, member of the management body or officer of the company with which this business relation- ship exists. Assuming that the exercise of their Supervisory Board mandate by the employee representatives as such does not constitute a basis for doubt as to whether the independence criteria as defined by Item 5.4.2 of the DCGK are fulfilled, the Supervisory Board should include at least 13 members who are impartial as defined by the DCGK. In keeping with the ownership structure and the corporation’s tradition as an open family business to which the Henkel family has been committed ever since the company was founded in 1876, possession of a controlling interest or attribution of a controlling interest due to member- ship in the Henkel family share-pooling agreement is not viewed as a circumstance that creates a conflict of interest in the meaning above. Membership of the Shareholders’ Commit- tee or of the Supervisory Board of Henkel Management AG is compatible with Supervisory Board membership. As a rule, however, at least three of the shareholder representatives on the Supervisory Board should be neither members of the share-pooling agreement nor members of the Shareholders’ Committee nor members of the Supervisory Board of Henkel Management AG, and they must be named accordingly in the corporate governance report. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information41 Moreover, no more than two former members of the Manage- ment Board should be elected to the Supervisory Board, nor people • who – if members of a Management Board of a listed com- pany – exercise more than three supervisory board man- dates in total for non-Group listed companies or for non- Group companies with similar requirements, • or who perform governance or advisory tasks for material competitors. Also, as a rule, nobody should be proposed to the Annual Gen- eral Meeting for election to the Supervisory Board who, at the time of the election, has already served more than two full terms of office on the Supervisory Board. However, to ensure continuity, members may also serve on the Supervisory Board for longer periods of time in individual cases. In keeping with the ownership structure and the corporation’s tradition as an open family business, this applies particularly to members of the Henkel family share-pooling agreement. Members of the Supervisory Board should, moreover, be capa- ble of duly upholding Henkel’s reputation in the public domain. • Availability When proposing new candidates to the Annual General Meeting for election to the Supervisory Board, the Supervi- sory Board must make sure that the relevant candidates can devote the anticipated time to the task. • Internationality The international activities of the corporation should be appropriately reflected in the composition of the Supervi- sory Board. Henkel therefore strives to ensure that several members with international backgrounds (who have spent several years working abroad or supervising foreign busi- ness activities, for example) are included on the Supervisory Board. • Gender A reasonable proportion of women shall be appointed to the Supervisory Board. The statutory minimum requirement of 30 percent is deemed to be reasonable. Henkel strives to increase the proportion of women when new or replacement members are elected. • Age The Supervisory Board should include representatives from different generations / age groups. Henkel therefore aims to include members from different generations / age groups on the Supervisory Board. Irrespective of the aforementioned, nobody should, as a rule, be proposed to the Annual General Meeting for election to the Supervisory Board who, at the time of the election, has already reached their 70th birthday. In addition to the statutory minimum quota, the Supervisory Board believes that these aforementioned requirements were met in full in the reporting period. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information42 Among the 16 members of the Supervisory Board are ten men and six women. Shareholder representatives consist of six men and two women, while the employee representatives con- sist of four men and four women. This represents an overall ratio on the Supervisory Board of around 62 percent men and 38 percent women. Overall, the Supervisory Board has the knowledge, skills and professional experience needed to properly and effectively perform its duties. In addition, several members of the Super- visory Board offer international business experience or other international expertise. No individual on the Supervisory Board exceeds the specified maximum age. None of the Supervisory Board members elected by the Annual General Meeting is a former Management Board member, or performs board or committee functions or acts as a consultant for major competitors, and none are persons whose business or personal relationship with the corporation or members of the Management Board could give rise to material conflicts of interest that are not of a merely temporary nature. Four of the eight shareholder representatives – Barbara Kux, Timotheus Höttges, Prof. Dr. Michael Kaschke and Prof. Dr. Theo Siegert – are not party to the Henkel family share-pooling agreement and – apart from Dr. Simone Bagel-Trah – none of the share- holder representatives in office is a member of the Shareholders’ Committee or the Supervisory Board of Henkel Management AG. For more details on the composition of the Management Board, Supervisory Board and the Shareholders’ Committee or the (sub)committees established by the Supervisory Board and Shareholders’ Committee, please refer to pages 235 to 238. Details of the compensation of the Management Board, the Super visory Board and the Shareholders’ Committee can be found in the remuneration report that follows. Remuneration report This remuneration report provides an outline of the objectives, principles and fundamental structure of the compensation system for the Management Board, Henkel Management AG as the Personally Liable Partner, the Supervisory Board and the Shareholders’ Committee of Henkel AG & Co. KGaA, and the Supervisory Board of Henkel Management AG; it also explains the level and structure of the remuneration paid. The report takes into account the recommendations of the German Corporate Governance Code [DCGK] and contains all disclosures and explanations pursuant to the provisions of the German Commercial Code [HGB] and the appropriate princi- ples of German Accounting Standard No. 17 [DRS 17], and as required by International Financial Reporting Standards (IFRSs). The remuneration report forms part of the combined management report for Henkel AG & Co. KGaA and the Group, which has been audited by the external auditor; the associated information has not been additionally disclosed in the notes to the consolidated financial statements (Sections 289a (2), 315a (2) HGB). Objectives and principles of the remuneration systems (remuneration policy) Henkel is committed to corporate governance that is responsi- ble, transparent and aligned to raising shareholder value over the long term. We want to create sustainable value – for our customers and consumers, for our people, our shareholders, for society and for the communities in which we operate. Accordingly the remuneration system that Henkel has put in place for the Management Board, Supervisory Board and Shareholders’ Committee takes account of the relevant duties and responsibilities, and is designed to drive implementation of our corporate strategy and to offer incentives for successful business performance over the long term. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information43 The following principles play a key role in the definition of the specific relevant remuneration: Supervisory Board / Shareholders’ Committee: • The remuneration strengthens the impartiality of the mem- General • Remuneration and its individual elements must be consistent with regulatory / statutory requirements and the principles of good corporate governance. • Remuneration must be consistent with market levels, competi- tive and commensurate with the size and international nature of the corporation’s business, its economic and financial posi- tion, its success, and its prospects for the future. Management Board • Total remuneration is aligned to long-term business perfor- mance and corresponding stakeholder targets. • Remuneration consists of non-performance-related compo- nents and a significant portion of variable, performance- related components. • A large portion of the variable, performance-related remuner- ation is tied to future performance spanning several years. • Challenging financial performance indicators reflecting the corporation’s strategy and objectives exist alongside non- financial individual targets to govern the variable perfor- mance-related components of remuneration. The financial performance indicators are weighted more heavily, and are based on quantitative criteria. • Reasonable account is taken of the remuneration and employment policy applied to the corporation’s staff. • Individual performance is rewarded appropriately. • Overall remuneration levels are as appropriate; reasonable caps on variable components of remuneration have been defined. • The members of the Management Board invest a substantial portion of their remuneration in Henkel shares. bers of these corporate bodies. • It is appropriate for the relevant duties of the bodies. • Reasonable account is taken of the roles and functions per- formed by the relevant members on the respective boards and committees. 1. Remuneration of members of the Management Board Regulation, structure and amounts Regarding Management Board remuneration, the Supervisory Board of Henkel Management AG is responsible, in particular, for: • Determining and reviewing remuneration policy and the remuneration system. • Specifying the non-performance-related and variable, per- formance-related components of remuneration. • Defining individual targets each year, and measuring perfor- mance with regard to the same. • Determining whether the financial targets have been met each year and quantifying the annual and multi-year vari- able, performance-related remuneration. • Approving the acceptance of voluntary offices or supervi- sory board, advisory board or similar mandates in other companies, as well as other ancillary activities. • Approving loans and advances. Corresponding resolutions are adopted by the Supervisory Board of Henkel Management AG, which is comprised of three members of the Shareholders’ Committee, after prior consulta- tion in the Shareholders’ Committee’s Human Resources Subcommittee. Members of the Management Board do not participate in such consultations and resolutions unless this is deemed necessary. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information44 The structure and amounts of Management Board remunera- tion are aligned to the size and international activities of the corporation, its economic and financial position, its perfor- mance and future prospects, the normal levels of remunera- tion encountered in comparable companies, and also the gen- eral compensation structure within the corporation. The struc- ture of Management Board remuneration is, moreover, based on the remuneration paid to the corporation’s senior manage- ment, which is likewise composed of a fixed salary and a vari- able component aligned to long-term business performance. The compensation package is further determined on the basis of the functions, responsibilities and personal performance of the individual officers, and the performance of the Manage- ment Board as a whole. The variable annual remuneration components have been devised such that they take into account both positive and negative developments. The overall remuneration is designed to be internationally competitive while also providing an incentive for sustainable business development and a sustainable increase in shareholder value in a dynamic environment. The Supervisory Board of Henkel Management AG regularly reviews the remuneration system as well as the appropriate- ness of the compensation, based on the aforementioned crite- ria. In doing so, Management Board remuneration is analyzed relative to the compensation paid to senior management and the staff as a whole, both overall and over time, whereby the Supervisory Board of Henkel Management AG determines the boundaries between senior management and relevant staff members. Members of the Management Board receive remuneration con- sisting of non-performance-related components and variable, performance-related components. The non-performance- related compensation is made up of the fixed salary together with various in-kind and other benefits (other emoluments). The variable performance-related compensation has two parts. The first is a variable annual cash payment (short-term incen- tive or “STI”), 65 percent of which is short-term variable cash remuneration and 35 percent of which is long-term variable cash remuneration in the form of an investment financed by the recipient in Henkel preferred shares (share deferral). The second is a variable cash payment based on the long-term per- formance of the business (long-term incentive or “LTI”). The variable remuneration targeting long-term performance thus consists of the share deferral and the LTI. If all performance targets are met in full (“at target”) – subject to comparability of the relevant areas of responsibility – around 21 percent of the remuneration (excluding other emol- uments and pension benefits) is paid as the fixed component, while the STI and share deferral account for around 56 percent, and the LTI for around 23 percent. As such, around 42 percent of the remuneration in total is aligned to long-term perfor- mance (share deferral and LTI). Pension benefits also form part of the remuneration package. In addition, the Supervisory Board of Henkel Management AG may, at its discretion and after due consideration, grant a spe- cial payment in recognition of exceptional achievements. The Supervisory Board is authorized to apply reasonable caps to the variable components of remuneration in exceptional circumstances, such caps to then also apply to ongoing tranches. Pursuant to Section 87 (2) AktG, it can also reduce future remuneration to a reasonable level and / or entirely alter the structure of remuneration and the nature of the compo- nents of remuneration in order to ensure appropriate remu- neration. In doing so, it must consider the situation of the cor- poration and its affiliated companies (Group). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information45 The components in detail: Non-performance-related components Fixed remuneration The fixed remuneration takes into account the assigned func- tion and responsibility and the market conditions. It is paid out monthly as salary and amounts to 1,200,000 euros per year for the Chairman of the Management Board and 750,000 euros per year for the other Management Board members. Other emoluments The members of the Management Board also receive other emoluments, primarily in the form of costs associated with, or the cash value of, in-kind benefits and other fringe benefits such as standard commercial insurance policies, reimburse- ment of accommodation / moving costs, provision of a com- pany car that they may also use for private purposes or use of a car service, including any taxes on same, and the costs of pre- ventive medical examinations. All members of the Manage- ment Board are entitled, in principle, to the same emoluments, whereby the amounts vary depending on personal situation. These emoluments are recognized at cost or the equivalent monetary value in the case of benefits in kind. Performance-related components Variable annual cash remuneration The performance criteria governing the variable annual cash remuneration (STI) are return on capital employed (ROCE) and earnings per preferred share (EPS) in the relevant fiscal year (“year of payment”), adjusted in each case for exceptional items, together with separate targets for each individual member. Remuneration structure Target remuneration Long-term incentive (LTI) Proportion of target remuneration: around 23 % Cap: max. 150 % of the target amount Long-term variable cash remuneration Share deferral (35 % STI) Short-term variable cash remuneration (65 % STI) Variable annual cash remuneration (STI) Proportion of target remuneration: around 56 % Cap: max. 150 % of the target amount Fixed remuneration Proportion of target remuneration: around 21 % Non-performance- related components Performance-related components, short-term Performance-related components, long-term 19 Type of remuneration LTI performance criterion: Future increase in adjusted EPS over a 3-year period STI performance criteria: ROCE, EPS, adjusted in each case, weighting of 40 % in each case; individual targets weighted at 20 % Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information 46 The ROCE target is derived from a strategic target yield. EPS performance is measured on the basis of actual-to-actual com- parison, i.e. the EPS in the year of payment is compared to the EPS from the previous year. An appropriate remuneration scale has been established for both key financials. Thresholds have also been defined; pay- ment is withheld if the minimum targets are not met. If adjusted EPS in the year of payment is more than 25 percent above or below the comparable prior-year figure as a result of extraordinary events, the Supervisory Board of Henkel Man- agement AG may, at its discretion and after due consideration, decide to adjust the reference value for measuring perfor- mance in the following year. The STI is calculated on the basis of a 40-percent weighting each of ROCE and EPS performance in the year of payment, and a 20-percent weighting of individual targets. The following factors play a key role in measuring individual performance: the Group results and the results of the relevant business unit; the quality of management demonstrated in those business units, taking account of any relevant circumstances; the indi- vidual contribution made by the Management Board member concerned and their individual contribution to general Henkel goals. The key financials EPS and ROCE are derived from the certified and approved consolidated financial statements for the relevant fiscal year. After the close of each fiscal year, the Supervisory Board of Henkel Management AG determines the degree to which the targets have been met. It also decides whether and to what extent adjustments of the key financials required to reflect exceptional items are to be taken into con- sideration when determining the variable remuneration. In determining the STI, the Supervisory Board of Henkel Manage- ment AG also takes into account the apparent sustainability of the economic performance delivered in the course of the year, and the performance levels of the Management Board members. The total amount of the STI is subject to a cap of 150 percent of the target amount. Short-term and long-term components of the variable annual cash remuneration / Share deferral The STI is paid annually in arrears in the full amount in cash once the corporation’s annual financial statements have been approved by the Annual General Meeting. The recipients can dispose of around 65 percent of this payment as they wish. This constitutes their short-term variable cash remuneration. The members of the Management Board invest the remainder of the relevant payment amount, corresponding to around 35 percent, in Henkel preferred shares. This constitutes their long-term variable cash remuneration, known as the share deferral. These shares are placed in a blocked custody account with a drawing restriction. The company transfers the relevant investment amount of each individual directly to the bank responsible for settling the investment transactions and man- aging the blocked custody account. On the first trading day of the month following payout, this bank invests the relevant amount on behalf and for the account of the member of the Management Board in Henkel preferred shares at the share price prevailing at the time of purchase on the stock exchange, and credits the acquired shares to the blocked custody account. The lock-up period in each case expires on December 31 of the fourth year following the year of payment. This share deferral ensures that the members of the Management Board accumulate a significant share portfolio representing a multi- ple of their fixed remuneration while in office. Reflection of negative performance in the STI (malus) The structure of the STI is designed to ensure remuneration is lower on both an annual and multi-year basis if performance is negative. Firstly, negative performance is considered when mea- suring individual performance to determine the annual variable remuneration. Secondly, the requirement to invest in Henkel pre- ferred shares (share deferral) ensures that this portion of Manage- ment Board members’ remuneration participates directly in the Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information47 long-term performance of the corporation, regardless of whether it is positive or negative. Long-term incentive (LTI) The long-term incentive is a variable cash payment based on the long-term performance of the corporation, the amount payable being dependent on the future increase registered in EPS over three consecutive years (the performance period). On completion of the performance period, target achievement is ascertained by the Supervisory Board of Henkel Manage- ment AG on the basis of the increase in EPS attained. The EPS of the fiscal year preceding the year of payment is compared to the EPS of the second fiscal year following the year of payment. The figures used for the calculation of the increase are, in each case, the earnings per preferred share – adjusted for excep- tional items, where these are relevant for determining remu- neration – as disclosed in the certified and approved consoli- dated financial statements of the relevant fiscal years. A remuneration scale has been established for the LTI, together with a threshold below which payments are withheld. The total amount of the LTI is subject to a cap of 150 percent of the target amount. In keeping with the objectives of the Management Board remuneration policy, this structure of the STI and LTI rewards sustainably profitable growth and thus supports the long-term development of Henkel, with Management Board remunera- tion being effectively aligned to the interests of shareholders. Special payments Above and beyond the aforementioned remuneration compo- nents, the Supervisory Board of Henkel Management AG may, at its discretion and after due consideration, grant a special payment in recognition of exceptional achievements. Such special payment is limited to an amount equating to the respective Management Board member’s fixed salary; the max- imum compensation level – as determined by remuneration for a fiscal year if the caps on STI and LTI are reached – may not be exceeded as a result of such payment. As was also the case in previous years, no such special payments were awarded in the year under review. Caps on remuneration Taking into account the above-mentioned caps for the variable performance-related components of remuneration, the mini- mum and maximum remuneration amounts shown below result for a full fiscal year (excluding other emoluments and pension benefits). Caps on remuneration 1 in euros Chairman of the Management Board Ordinary member of the Management Board 2 Fixed remuneration Short-term variable cash remuneration Long-term variable cash remuneration (share deferral) Long-term incentive, conditional entitlement Total compensation minimum Total compensation maximum 1,200,000 0 to 3,315,000 0 to 1,785,000 0 to 2,100,000 1,200,000 8,400,000 750,000 0 to 1,950,000 0 to 1,050,000 0 to 1,200,000 750,000 4,950,000 20 1 Excluding other emoluments and pension benefits. If these benefits are included, the amount of the remuneration cap increases by the equivalent of these contributions. 2 In each case, for a factor of 1 for fixed remuneration, STI and LTI. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information48 Ancillary activities After consultation with the Supervisory Board of Henkel Man- agement AG, members of the Management Board may accept supervisory board mandates and similar offices in companies in which Henkel AG & Co. KGaA holds a direct or indirect par- ticipating interest, or may engage in activities in associations and similar unions to which Henkel AG & Co. KGaA belongs by virtue of its business activities. Any other paid or unpaid ancil- lary activities must be approved in advance by the Supervisory Board. For details of memberships in statutory supervisory boards and comparable oversight bodies in Germany and abroad, please refer to the list on page 238. Pension benefits (retirement pensions and survivors’ benefits) The company has been operating a purely defined contribu- tion system since January 1, 2015. Accordingly, members of the Management Board now receive a superannuation lump-sum payment comprised of the total annual contributions to the plan during their time in office. The annual contributions – based on a full fiscal year – are 750,000 euros for the Chairman and 450,000 euros each for the other members of the Manage- ment Board. An entitlement to pension benefits arises on retirement, on termination of the employment relationship on or after attain- ment of the statutory retirement age, in the event of death, or in the event of permanent complete incapacity for work. If a member of the Management Board has received no pension benefits prior to their death, the superannuation lump sum accumulated up to time of death is paid out to the surviving spouse or surviving children. Provisions governing termination of position on the Management Board Continued payment of fixed remuneration If an active member of the Management Board who was first appointed prior to 2009 retires, or dies while still in office, payment of their fixed remuneration continues for a further six months, but not beyond their 65th birthday. In the event of death in service, the payments are made to the surviving spouse or entitled dependent children. Compensation payment In the event that a member’s position on the Management Board is terminated prematurely without cause and by mutual agreement, the executive contract provides for a severance set- tlement amounting to the remuneration for the remaining contractual term (fixed remuneration plus single- and multi- ple-year variable remuneration). These severance payments are limited to a maximum of two years’ compensation (sever- ance payment cap) and may not extend over a period that exceeds the residual term of the executive contract. Members of the Management Board are not entitled to severance pay- ment if an executive contract is terminated by mutual agree- ment at the request of the individual or because that executive has been dismissed by the corporation for good cause or rea- son. In the event that the sphere of responsibility / executive function is altered or restricted to such an extent that it is no longer comparable to the position prior to the change or restriction, the affected members of the Management Board are entitled to resign from office and request premature termi- nation of their contract. In such cases, members are entitled to severance payments amounting to not more than two years’ compensation. Payment / forfeiture of variable components of remuneration Upon an executive’s departure from the Management Board, the STI is calculated pro rata and paid out. Unless otherwise agreed individually, LTI entitlements are calculated at the end of the relevant performance period and paid out. However, entitlements from any tranche whose performance period has not yet ended at the date of departure are forfeited without replacement if the departure is based on good cause or reason that would have justified revocation of the appointment or ter- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information49 mination of the employment contract. All lock-up periods relating to investments in Henkel preferred shares that are financed by the recipients (share deferral) end if said recipient dies. By the same token, LTI entitlements with regard to out- standing tranches are settled on the basis of budget figures and paid to the heirs. Post-contractual non-competition clause In addition, the executive contracts include a post-contractual non-competition clause with a term of two years. Members of the Management Board are entitled to a discretionary payment totaling 50 percent of the annual compensation, which is pay- able in 24 monthly installments unless the Supervisory Board of Henkel Management AG waives the non-competition clause. Any severance payments and any earnings from new extra-contractual activities during the non-competition period are offset against this discretionary payment. No entitlements exist in the event of premature termination of executive duties resulting from a change in control. Miscellaneous The corporation maintains directors and officers insurance (D&O insurance) for directors and officers of the Henkel Group. For members of the Management Board there is a deductible amounting to 10 percent per loss event, subject to a maximum for the fiscal year of one and a half times their annual fixed remuneration. The company does not grant any loans or advances to members of the Management Board. Modifications to the Management Board remuneration policy Current Management Board remuneration is derived from the remuneration policy approved by a large majority at the Annual General Meeting on April 13, 2015. In light of the continued development of our ambition and strategic priorities since 2015, the Supervisory Board of Henkel Management AG has reviewed the remuneration policy and decided to adopt, starting with fiscal 2019, the following modi- fications as consistent with the recommendations of the Shareholders’ Committee’s Human Resources Subcommittee. These modifications are designed to ensure that remuneration offers even more of an incentive to drive Henkel’s business strategy and long-term development. During the course of 2019, we will decide whether further modification is expedient – based on the German Act imple- menting the second Shareholders’ Rights Directive [Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, ARUG II], which comes into force mid-2019, together with the revision of the DCGK, which is likewise expected mid-2019 – and will then present the finalized modification of the remuneration policy to the Annual General Meeting 2020 for approval. The amendments compared to the former remuneration policy are explained in detail below and are due to come into effect on January 1, 2019: Remuneration structure Management Board remuneration continues to comprise four components: fixed remuneration (including non-cash and other benefits), annual variable cash remuneration (short- term incentive, STI) with share deferral, variable cash remu- neration based on the long-term success of the corporation (long-term incentive, LTI), and company pension. Fixed remuneration The fixed remuneration constitutes the basic compensation element. It is paid out monthly as salary and is unchanged at 1,200,000 euros per year for the Chairman of the Management Board and 750,000 euros per year for the other Management Board members. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information50 Other emoluments A cap has been set on other emoluments, amounting to 250,000 euros per year for the Chairman of the Management Board and 175,000 euros per year for the other Management Board members. Variable annual cash remuneration (STI) The performance criteria for the annual variable cash remu- neration (STI) remain unchanged and include both financial targets, the so-called bonus, and the individual performance of each officer. With a view to achieving closer alignment to sustainably prof- itable growth, the following financial targets will be included in the future measurement of bonuses, each with a 50 percent weighting: organic sales growth (OSG) (i.e. sales growth adjusted for foreign exchange and acquisitions / divestments) and earnings per preferred share (EPS) adjusted for one-time charges / gains, restructuring expenses and foreign exchange. The OSG target is derived from our financial ambition and budget. EPS performance will continue to be measured on the basis of actual-to-actual comparison, i.e. the EPS in the rele- vant fiscal year is compared to the EPS from the previous year. Thresholds have been defined for both key financials; payment is withheld if the minimum targets are not met. If EPS is more than 20 percent above or below the comparable prior-year fig- ure as a result of extraordinary events, the Supervisory Board of Henkel Management AG may, at its discretion and after due consideration, decide to amend the reference value for mea- suring performance in the following year. To ensure increased consideration of the personal achieve- ment of Management Board members, individual target achievement and personal performance are no longer reflected in additions to the STI; instead, an individual multiplier is determined, which is then multiplied with the amount (bonus) derived from total target achievement. The individual multiplier is contained within a bandwidth of 0.8 to 1.2. Measurement of individual performance includes the follow- ing factors in particular: achievement of the relevant separate targets agreed with each individual and – as general criteria – the absolute and relative performance of the business unit for which they are responsible compared to market / competition performance, plus their individual contribution to general Henkel goals. The STI remains subject to a cap of 150 percent of the target amount. As has also been the case in the past, a minimum bonus is not guaranteed. Payment may therefore be canceled entirely. Short-term and long-term components of the variable annual cash remuneration Members of the Management Board can continue to dispose of 65 percent of this payment as they wish. This constitutes their short-term variable cash remuneration. They must invest the remaining 35 percent in Henkel preferred shares. This consti- tutes their long-term variable cash remuneration, known as the share deferral. The shares are placed in a blocked custody account with a drawing restriction. Moving forward, this ensures that the members of the Management Board accumu- late a significant share portfolio representing a multiple of their fixed remuneration while in office, and that they partic- ipate in the long-term performance of the corporation, whether positive or negative. Long-term incentive (LTI) To place more emphasis on long-term value sustainability, future measurement of the long-term incentive will be based on the average over the three-year performance period of return on capital employed (ROCE) adjusted for one-time charges / gains and restructuring expenses. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information51 The ROCE target is derived from our financial ambition and budget, and is defined on a yearly basis. Target achievement is measured in each of the three years constituting a perfor- mance period and the average of the three values is used to determine target achievement for the performance period as a whole. A threshold has been established for the LTI, below which pay- ments are withheld. The total amount of the LTI is subject to a cap of 150 percent of the LTI target amount. As has also been the case in the past, a minimum LTI is not guaranteed. Pay- ment may therefore be canceled entirely. To ensure a cogent and consistent incentivization and struc- ture of Management Board remuneration, the performance cri- teria governing the long-term incentive tranches issued in 2017 and 2018, whose three-year performance terms do not end until December 31, 2019 and December 31, 2020 respec- tively, were determined pro rata temporis in accordance with the previously valid conditions for the periods up to December 31, 2018, while for the periods from January 1, 2019, they will be determined in accordance with the conditions that become effective as from that date. Functional factors governing variable remuneration In order to give more weight to the differing requirements of the relevant areas of Management Board responsibility and to the differing levels of complexity and importance of the respective business units, the following general functional factors were defined, starting in fiscal 2019, as multipliers for the STI and LTI payment amounts based on target achievement: Functional factors 21 Area of responsibility / Business unit STI / LTI factor CEO Finance HR / Infrastructure Services Adhesive Technologies Beauty Care Laundry & Home Care 1.75 1.10 0.90 1.10 0.90 1.00 A marginally lower factor may be set for newly appointed Man- agement Board members in their first year of office. Overall, the STI and LTI are calculated as follows: Calculation of STI and LTI 22 Bonus (key financials) STI: 50 % target achievement Organic sales growth + 50 % target achievement Increase in adjusted earn- ings per preferred share x Multiplier for indivi- dual performance 0.8 – 1.2 Three-year average return on capital employed (ROCE) LTI: Target achievement Year 1 + Target achievement Year 2 + Target achievement Year 3 : 3 x x Functional factor 0.9 – 1.75 Functional factor 0.9 – 1.75 Payout 65 % cash, 35 % purchase of preferred shares Payout in cash = = Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information52 23 Total compensation Minimum Total compensation Maximum Caps on remuneration Taking into account the above-mentioned functional factors and caps for the variable performance-related components of remuneration, the minimum and maximum remuneration amounts for a full fiscal year (excluding other emoluments and pension benefits) are as follows: Caps on remuneration 1 in euros Chairman of the Management Board (Functional factor STI/LTI 1.75) Ordinary member of the Management Board (Functional factor STI/LTI 0.9) Ordinary member of the Management Board (Functional factor STI/LTI 1.0) Ordinary member of the Management Board (Functional factor STI/LTI 1.1) Fixed remuneration Short-term variable cash remuneration Long-term variable cash remuneration (share deferral) Conditional entitlement to long-term incentive 1,200,000 0 to 3,412,500 0 to 1,837,500 0 to 2,100,000 1,200,000 8,550,000 750,000 0 to 1,755,000 0 to 945,000 0 to 1,080,000 750,000 4,530,000 750,000 0 to 1,950,000 0 to 1,050,000 0 to 1,200,000 750,000 4,950,000 750,000 0 to 2,145,000 0 to 1,155,000 0 to 1,320,000 750,000 5,370,000 1 Excluding other emoluments and pension benefits. If these benefits are included, the caps on total compensation increase accordingly by these amounts. Special payments The former authorization of the Supervisory Board of Henkel Management AG to grant special payments at its discretion and after due consideration – such payment to be limited to an amount equating to the respective Management Board mem- ber’s fixed salary, and not to exceed the maximum compensa- tion level if the caps on STI and LTI are reached – has been abolished entirely, starting in fiscal 2019. Malus and clawback regulations Malus and clawback regulations were added to the remunera- tion policy, starting on January 1, 2019. They give the Supervi- sory Board of Henkel Management AG the authorization – in specific circumstances and, after due consideration, at its dis- cretion – to wholly or partially withhold the variable remuner- ation (STI, LTI) or to demand the repayment, within specific limits, of variable remuneration that has already been paid. Such circumstances include, in particular, severe breaches of a Management Board member’s duties or material misstate- ments in financial reports. This regulation is without preju- dice to the right to assert further claims on grounds of per- sonal misconduct by a member of the Management Board, and especially to claim damages under Section 93 AktG. These modifications ensure closer and sustainable alignment of the remuneration policy to internationally and nationally recog- nized standards of good and responsible corporate governance. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information53 Management Board remuneration is disclosed in accordance with both HGB / DRS 17 and DCGK. Accordingly, the figures for some components and for total remuneration may differ. Compensation as per HGB / DRS 17 for the reporting period granted to members of the Management Board serving in 2018, separated into the above-mentioned components, is shown in the following table. The amounts in this table and the tables that follow have been rounded up or down to full euros. As a result, the rounded fig- ures in some of the rows and columns in the tables may not add up to the totals as indicated. In the year under review, no member of the Management Board was granted non-standard benefits by the company in connection with premature termination of their tenure, nor were any such entitlements or arrangements modified. No member of the Management Board was pledged payments from third parties in respect of their duties as executives of the corporation, nor were any such payments granted in the reporting period. Henkel continues to meet the requirements of the AktG and DCGK (as amended on February 7, 2017) with regard to Manage- ment Board remuneration. As already explained, during the course of 2019, we will decide whether further modification is expedient – based on the German Act implementing the second Shareholders’ Rights Directive [Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, ARUG II], which comes into force mid-2019, together with the revision of the DCGK, which is likewise expected mid-2019. We will then present the final- ized modification of the remuneration policy to the Annual General Meeting 2020 for approval. Remuneration of members of the Management Board for fiscal 2018 * Excluding pension entitlements, the total compensation paid to members of the Management Board serving in 2018 for the performance of their duties for and on behalf of Henkel AG & Co. KGaA and its subsidiaries during the year under review amounted to 21,111,180 euros (previous year: 25,326,382 euros). Fixed salaries accounted for 4,950,000 euros (previous year: 4,950,000 euros), other emoluments for 362,365 euros (previ- ous year: 390,083 euros), short-term variable cash remunera- tion for 8,393,942 euros (previous year: 9,532,967 euros), long- term variable cash remuneration – share deferral – for 4,519,817 euros (previous year: 5,133,135 euros), and the LTI tranche 2016 for which the plan term of three years ended at the end of the 2018 fiscal year for 2,885,056 euros (previous year: LTI tranche 2015, 4,474,265 euros). In addition, members of the Management Board serving in 2018 were granted an LTI tranche 2018 (term: January 1, 2018 – December 31, 2020) that will be paid out after the plan term of three years in 2021, sub- ject to achievement of certain performance targets. * Prior-year figures relate to the members of the Management Board serving in 2017. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationRemuneration of Management Board members who served in 2018 54 24 in euros Hans Van Bylen (Chairman of the Management Board) Board member since 7/1/2005 Jan-Dirk Auris (Adhesive Technologies) Board member since 1/1/2011 Carsten Knobel (Finance) Board member since 7/1/2012 Kathrin Menges (Human Resources) Board member since 10/1/2011 Bruno Piacenza (Laundry & Home Care) Board member since 1/1/2011 Jens-Martin Schwärzler (Beauty Care) Board member since 11/1/2017 Total 1. Fixed remuneration 1 2. Other emoluments 1 3. Short-term variable cash remuneration 2 Single-year remuneration (Total of 1 to 3) 4. Long-term variable cash remuneration (share deferral) 2 5. Long-term incentive 3 Multi-year remuneration (Total of 4 and 5) Total remuneration (Total of 1 to 5) 1,200,000 1,200,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 125,000 71,457 56,648 56,369 47,540 66,265 67,811 45,027 95,165 49,842 47,588 73,405 25,218 2,242,538 2,486,755 3,513,995 3,743,403 1,207,521 1,339,022 721,264 894,853 1,928,785 2,233,875 5,442,780 5,977,278 1,373,626 1,498,165 1,357,376 1,498,165 1,240,376 1,377,915 1,211,126 1,449,415 968,900 188,922 2,179,995 2,295,705 2,173,641 2,315,976 2,035,403 2,223,080 2,010,968 2,247,003 1,792,305 339,140 739,645 806,704 730,895 806,704 667,895 741,954 652,145 780,454 521,716 101,727 540,948 894,853 540,948 894,853 540,948 894,853 540,948 894,853 0 0 1,280,593 1,701,557 1,271,843 1,701,557 1,208,843 1,636,807 1,193,093 1,675,307 521,716 101,727 3,460,588 3,997,262 3,445,484 4,017,533 3,244,246 3,859,887 3,204,061 3,922,310 2,314,021 440,867 4,950,000 4,325,000 362,365 339,970 8,393,942 8,499,337 13,706,307 13,164,307 4,519,817 4,576,565 2,885,056 4,474,265 7,404,873 21,111,180 9,050,830 22,215,137 * 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 1 Payout in the relevant fiscal year. 2 Payout in the relevant following fiscal year. 3 Amount paid at relevant fiscal year-end for LTI tranches upon expiry of their respective three-year terms; term of LTI tranche 2016: 1/1/2016 – 12/31/2018; term of LTI tranche 2015: 1/1/2015 – 12/31/2017, payout in the relevant following fiscal year. * Includes prior-year remuneration paid to Management Board members who served in 2018. Remuneration structure of Management Board members who served in 2018 25 in euros Total Total Components of single-year remuneration Components of multi-year remuneration Fixed remuneration Other emoluments Short-term variable cash remuneration Long-term variable cash remuneration (share deferral) Long-term incentive Total remuneration 2018 2017 4,950,000 23.5 % 4,325,000 19.5 % 362,365 1.7 % 339,970 1.5 % 8,393,942 39.8 % 8,499,337 38.3 % 4,519,817 21.4 % 4,576,565 20.6 % 2,885,056 13.7 % 4,474,265 20.1 % 21,111,180 100.0 % 22,215,137 100.0 % Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information55 Pension benefits The figures calculated in accordance with the German Com- mercial Code [HGB] and International Accounting Standard (IAS) 19 for service cost in respect of entitlements acquired in the reporting year, and the present value of total pension bene- fits accruing to the end of the fiscal year, are shown in the table below. Accruals for pension obligations to former members of the Management Board and the management of Henkel KGaA, as well as the former management of its legal predecessor and surviving dependents, amounted to 100,940,669 euros (previ- ous year: 102,214,945 euros). Amounts paid to such recipients during the year under review totaled 7,205,023 euros (previous year: 7,265,411 euros). Disclosures in accordance with the German Corporate Governance Code [DCGK] In accordance with the recommendations of the DCGK, the following tables show a) the benefits granted for fiscal 2018, including the maximum and minimum achievable compensation for variable remuneration components, and the allocation for fiscal 2018. b) The fixed salary and other emoluments are consistent with the HGB / DRS 17 figures. Unlike the disclosures under HGB / DRS 17, both DCGK tables also include the pension benefits (service cost as per IAS). In accordance with DCGK recommendations, the figures for granted variable remuneration (STI, LTI) reflect the expected value rather than the actual payment amount. Service cost / Present value of pension benefits 26 in euros Hans Van Bylen Jan-Dirk Auris Carsten Knobel Kathrin Menges Bruno Piacenza Jens-Martin Schwärzler (since 11/1/2017) Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 HGB IAS Service cost for pension benefits in the reporting year Present value of pension benefits as of December 31 Service cost for pension benefits in the reporting year Present value of pension benefits as of December 31 770,183 767,916 462,270 460,860 461,558 460,036 460,602 459,233 460,013 458,647 462,459 173,706 3,077,085 2,780,398 8,051,409 7,526,791 4,083,439 3,815,974 3,415,383 3,120,002 3,480,289 3,188,528 3,449,136 3,181,500 1,589,793 1,111,875 24,069,449 21,944,670 770,220 767,944 462,865 461,600 463,029 461,860 461,099 459,882 460,072 458,721 467,400 179,972 3,084,685 2,789,979 8,439,095 8,053,190 4,187,786 3,961,485 3,510,588 3,256,629 3,537,289 3,267,118 3,453,241 3,186,993 1,680,637 1,258,609 24,808,636 22,984,024 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationPursuant to DCGK, payments / benefits granted for the reporting year to members of the Management Board serving in 2018 1. Fixed remuneration 1 2. Other emoluments 1 Total (1 and 2) 3. Short-term variable cash remuneration 2 4. Long-term variable cash remuneration (share deferral) 2 5. Long-term incentive 3 Total (1 to 5) 6. Service cost (IFRS) in euros Hans Van Bylen (Chairman) (since 5/1/2016) Board member since 7/1/2005 Jan-Dirk Auris (Adhesive Technologies) Board member since 1/1/2011 Carsten Knobel (Finance) Board member since 7/1/2012 Kathrin Menges (Human Resources) Board member since 10/1/2011 Bruno Piacenza (Laundry & Home Care) Board member since 1/1/2011 Jens-Martin Schwärzler (Beauty Care) Board member since 11/1/2017 2018 1,200,000 2018 (min) 1,200,000 2018 (max) 2017 2018 2018 (min) 2018 (max) 2017 2018 2018 (min) 2018 (max) 2017 2018 2018 (min) 2018 (max) 2017 2018 2018 (min) 2018 (max) 2017 2018 2018 (min) 2018 (max) 2017 1,200,000 1,200,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 750,000 125,000 71,457 71,457 71,457 56,648 56,369 56,369 56,369 47,540 66,265 66,265 66,265 67,811 45,027 45,027 45,027 95,165 49,842 49,842 49,842 47,588 73,405 73,405 73,405 25,218 1,271,457 2,290,882 1,233,552 700,000 5,495,891 1,271,457 1,271,457 1,256,648 0 0 0 1,271,457 3,315,000 2,308,691 1,785,000 1,243,141 2,100,000 1,400,000 8,471,457 6,208,480 1,347,578 725,619 400,000 3,279,566 0 0 0 806,369 1,050,000 1,200,000 1,950,000 1,358,054 1,347,578 0 1,950,000 1,358,054 1,347,578 0 1,950,000 1,358,054 1,347,578 0 1,950,000 1,358,054 1,078,062 0 1,560,000 189,741 1,050,000 1,200,000 0 816,265 800,000 400,000 800,000 400,000 800,000 400,000 800,000 320,000 5,006,369 3,686,854 3,289,462 5,016,265 3,707,125 3,268,224 4,995,027 3,734,479 3,273,039 4,999,842 3,686,902 2,801,962 0 823,405 960,000 106,667 4,183,405 548,794 1,050,000 1,200,000 0 795,027 1,050,000 1,200,000 0 799,842 731,260 725,619 0 731,260 725,619 0 731,260 725,619 0 731,260 580,495 0 840,000 102,168 806,369 806,369 806,369 797,540 816,265 816,265 816,265 817,811 795,027 795,027 795,027 845,165 799,842 799,842 799,842 797,588 823,405 823,405 823,405 150,218 56 27 Total remuneration pursuant to DCGK (Total of 1 to 6) 6,266,111 2,041,677 9,241,677 6,976,424 3,742,431 1,269,234 5,469,234 4,148,454 3,752,491 1,279,294 5,479,294 4,168,985 3,729,323 1,256,126 5,456,126 4,194,361 3,733,111 1,259,914 5,459,914 4,145,623 3,269,362 1,290,805 4,650,805 728,766 770,220 770,220 770,220 767,944 462,865 462,865 462,865 461,600 463,029 463,029 463,029 461,860 461,099 461,099 461,099 459,882 460,072 460,072 460,072 458,721 467,400 467,400 467,400 179,972 1 Payout in the relevant fiscal year. 2 Average expected (not actual) payout and minimum / maximum amount. 3 Value (not actually paid out) of the LTI tranche awarded to the serving members of the Management Board in the relevant fiscal year; payment is subject to the achievement of certain performance targets and due at the end of the three-year term, together with minimum / maximum amount; LTI tranche 2018: value based on an increase of 15 percent in adjusted EPS per preferred share in the period from 1/1/2018 – 12/31/2020, payout in 2021; LTI tranche 2017: value based on an increase of 30 percent in adjusted EPS per preferred share in the period from 1/1/2017 – 12/31/2019, payout in 2020. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationPursuant to DCGK, payments / benefits paid for the reporting year to members of the Management Board serving in 2018 57 28 1. Fixed remunera- tion 1 2. Other emoluments 1 Total (1 and 2) 3. Short-term variable cash remunera- tion 2 4. Long-term variable cash remuneration (share deferral) 2 5. Long-term incentive 3 2016 tranche (term 1/1/2016 – 12/31/2018) 2015 tranche (term 1/1/2015 – 12/31/2017) Total (1 to 5) 6. Service cost (IFRS) Total remuneration pursuant to DCGK (Total of 1 to 6) 2018 1,200,000 71,457 1,271,457 2,242,538 1,207,521 721,264 5,442,780 770,220 6,213,000 2017 1,200,000 56,648 1,256,648 2,486,755 1,339,022 894,853 5,977,278 767,944 6,745,222 2018 750,000 56,369 806,369 1,373,626 739,645 540,948 3,460,588 462,865 3,923,453 2017 750,000 47,540 797,540 1,498,165 806,704 894,853 3,997,262 461,600 4,458,862 2018 750,000 66,265 816,265 1,357,376 730,895 540,948 3,445,484 463,029 3,908,513 2017 750,000 67,811 817,811 1,498,165 806,704 894,853 4,017,533 461,860 4,479,393 2018 750,000 45,027 795,027 1,240,376 667,895 540,948 3,244,246 461,099 3,705,345 2017 750,000 95,165 845,165 1,377,915 741,954 894,853 3,859,887 459,882 4,319,769 2018 750,000 49,842 799,842 1,211,126 652,145 540,948 3,204,061 460,072 3,664,133 2017 750,000 47,588 797,588 1,449,415 780,454 894,853 3,922,310 458,721 4,381,031 2018 750,000 73,405 823,405 968,900 521,716 0 2,314,021 467,400 2,781,421 2017 125,000 25,218 150,218 188,922 101,727 0 440,867 179,972 620,839 in euros Hans Van Bylen (Chairman) (since 5/1/2016) Board member since 7/1/2005 Jan-Dirk Auris (Adhesive Technologies) Board member since 1/1/2011 Carsten Knobel (Finance) Board member since 7/1/2012 Kathrin Menges (Human Resources) Board member since 10/1/2011 Bruno Piacenza (Laundry & Home Care) Board member since 1/1/2011 Jens-Martin Schwärzler (Beauty Care) Board member since 11/1/2017 1 Payout in the relevant fiscal year. 2 Payout in the relevant following fiscal year. 3 Amount paid at relevant fiscal year-end for LTI tranches upon expiry of their respective three-year terms; payout in the relevant following fiscal year. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information58 2. Remuneration of Henkel Management AG for assumption of personal liability, and reimbursement of expenses to same For assumption of personal liability and management respon- sibility, Henkel Management AG in its function as Personally Liable Partner receives an annual payment of 50,000 euros (= 5 percent of its capital stock) plus any value-added tax (VAT) due, said fee being payable irrespective of any profit or loss made. Henkel Management AG may also claim reimbursement from or payment by the corporation of all expenses incurred in con- nection with the management of the corporation’s business, including the remuneration and pensions paid to its corporate bodies. 3. Remuneration of members of the Supervisory Board and of the Shareholders’ Committee of Henkel AG & Co. KGaA Regulation, structure and amounts The Annual General Meeting has defined the remuneration for the Supervisory Board and the Shareholders’ Committee in provisions contained in Articles 17 and 33 of the Articles of Association. Remuneration is of a purely fixed nature to strengthen impartiality and to avoid conflicts of interest for corporate body members in the performance of their supervi- sory function. In accordance with DCGK recommendations, remuneration is increased or additional remuneration paid to take account of the responsibility and scope of duties associ- ated with being Chair, Vice Chair or member of a (sub)commit- tee. The components in detail: Each member of the Supervisory Board and of the Shareholders’ Committee receives a fixed fee of 70,000 euros and 100,000 euros per year respectively. The Chair of the Supervisory Board and the Shareholders’ Commit- tee receives double this amount, and the Vice Chair in each case one and a half times the aforementioned amounts. Members of the Supervisory Board who are also members of one or more committees each receive additional remuneration of 35,000 euros; if they chair one or more committees, they receive 70,000 euros. Activity in the Nominations Committee is not remunerated separately. Members of the Shareholders’ Committee who are also mem- bers of one or more subcommittees of the Shareholders’ Com- mittee each receive additional remuneration of 100,000 euros; if they chair one or more subcommittees, they receive 200,000 euros. The higher remuneration allocated to the members of the Shareholders’ Committee as compared to the Supervisory Board takes into account that, under the Articles of Associa- tion, the Shareholders’ Committee participates in the manage- ment of the corporation. Miscellaneous The members of the Supervisory Board or a committee receive an attendance fee amounting to 1,000 euros for each meeting in which they participate. If several meetings take place on one day, the attendance fee is only paid once. In addition, the members of the Supervisory Board and of the Shareholders’ Committee are reimbursed expenses incurred in connection with their positions. The members of the Supervisory Board are also reimbursed the value-added tax (VAT) payable on their total remunerations and reimbursed expenses. The corporation maintains directors and officers insurance for members of the corporate bodies of the Henkel Group. For members of the Supervisory Board and Shareholders’ Commit- tee there is a deductible amounting to 10 percent per loss event, subject to a maximum for the fiscal year of one and a half times their annual fixed remuneration. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information59 The Chair of the Supervisory Board and of the Shareholders’ Committee is provided with an office and secretarial support to enable her to perform these duties. The corporation does not grant any loans or advances to mem- bers of the Supervisory Board or the Shareholders’ Committee. Remuneration of members of the Supervisory Board and of the Shareholders’ Committee for fiscal 2018 Total remuneration paid to the members of the Supervisory Board for the year under review (fixed fee, attendance fee, remuneration for committee activity) amounted to 1,559,000 euros plus VAT (previous year: 1,565,000 euros plus VAT). Of this amount, fixed fees accounted for 1,225,000 euros, atten- dance fees for 65,000 euros, and remuneration for committee activity (including associated attendance fees) for 269,000 euros. Total remuneration paid to the members of the Shareholders’ Committee for the year under review (fixed fee and remunera- tion for subcommittee activity) amounted to 2,295,206 euros (previous year: 2,215,754 euros). Of this amount, fixed fees were 1,122,603 euros and remuneration for subcommittee activity 1,172,603 euros. In the year under review, no compensation or benefits were paid or granted for personally performed services, including in particular advisory or intermediation services. The remuneration of the individual members of the Supervi- sory Board and of the Shareholders’ Committee, broken down according to the above-mentioned components, is presented in the tables on the following pages. Supervisory Board remuneration 29 in euros Dr. Simone Bagel-Trah 3, Chair Birgit Helten-Kindlein 3, Vice Chair (since 4/9/2018) Winfried Zander 3, Vice Chair (until 4/9/2018) Jutta Bernicke Dr. Kaspar von Braun Peter Emmerich (since 4/9/2018) Johann-Christoph Frey (until 4/9/2018) TABLE CONT’D Components of total remuneration Fixed remuneration Attendance fee Fee for committee activity 1 Total remuneration 2 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 140,000 140,000 95,507 70,000 28,479 105,000 70,000 70,000 70,000 70,000 51,014 – 18,986 70,000 3,000 4,000 4,000 3,000 1,000 4,000 5,000 5,000 5,000 5,000 2,000 – 2,000 5,000 39,000 39,000 39,000 39,000 10,493 39,000 – – – – – – – – 182,000 183,000 138,507 112,000 39,972 148,000 75,000 75,000 75,000 75,000 53,014 – 20,986 75,000 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther information60 Supervisory Board remuneration 29 in euros Peter Hausmann 3 (until 4/9/2018) Benedikt-Richard Freiherr von Herman Timotheus Höttges Prof. Dr. Michael Kaschke 3 Angelika Keller (until 4/9/2018) Barbara Kux Andrea Pichottka Philipp Scholz (since 4/9/2018) Dr. Martina Seiler Prof. Dr. Theo Siegert 3 Dirk Thiede (since 4/9/2018) Edgar Topsch 3 Michael Vassiliadis 3 (since 4/9/2018) Total Components of total remuneration Fixed remuneration Attendance fee Fee for committee activity 1 Total remuneration 2 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 18,986 70,000 70,000 70,000 70,000 70,000 70,000 70,000 18,986 70,000 70,000 70,000 70,000 70,000 51,014 – 70,000 70,000 70,000 70,000 51,014 – 70,000 70,000 51,014 – 1,000 4,000 4,000 5,000 3,000 4,000 2,000 4,000 2,000 5,000 5,000 5,000 4,000 4,000 3,000 – 5,000 5,000 4,000 4,000 3,000 – 4,000 5,000 3,000 – 1,225,000 1,225,000 65,000 71,000 10,493 39,000 – – – – 38,000 39,000 – – – – – – – – – – 74,000 74,000 – – 29,507 – 28,507 – 269,000 269,000 30,479 113,000 74,000 75,000 73,000 74,000 110,000 113,000 20,986 75,000 75,000 75,000 74,000 74,000 54,014 – 75,000 75,000 148,000 148,000 54,014 – 103,507 75,000 82,521 – 1,559,000 1,565,000 1 Remuneration for service on the Audit Committee, including attendance fee; there is no separate remuneration payable for service on the Nominations Committee. 2 Figures do not include VAT. 3 Member of the Audit Committee. Audit Committee Chair: Prof. Dr. Theo Siegert. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationShareholders’ Committee remuneration 30 61 in euros Dr. Simone Bagel-Trah, Chair (Chair Human Resources Subcommittee) Dr. Christoph Henkel, Vice Chair (Chair Finance Subcommittee) Prof. Dr. Paul Achleitner (Member Finance Subcommittee) Boris Canessa (Member HR Subcommittee) (until 4/30/2017) Johann-Christoph Frey (Member HR Subcommittee) (since 4/9/2018) Stefan Hamelmann (Vice Chair Finance Subcommittee) Prof. Dr. Ulrich Lehner (Member Finance Subcommittee) Dr. Dr. Norbert Reithofer (Member Finance Subcommittee) Konstantin von Unger (Vice Chair HR Subcommittee) Jean-François van Boxmeer (Member HR Subcommittee) Werner Wenning (Member HR Subcommittee) Total Components of total remuneration Fixed remuneration Fee for committee activity Total remuneration 200,000 200,000 150,000 150,000 100,000 100,000 – 32,877 72,603 – 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 200,000 200,000 200,000 200,000 100,000 100,000 – 32,877 72,603 – 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 400,000 400,000 350,000 350,000 200,000 200,000 – 65,754 145,206 – 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 1,122,603 1,082,877 1,172,603 1,132,877 2,295,206 2,215,754 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 4. Remuneration of the members of the Supervisory Board of Henkel Management AG According to Article 14 of the Articles of Association of Henkel Management AG, the members of the Supervisory Board of Henkel Management AG are each entitled to receive annual remuneration of 10,000 euros. However, those members of said Supervisory Board who are also and simultaneously mem- bers of the Supervisory Board or the Shareholders’ Committee of Henkel AG & Co. KGaA do not receive this remuneration. As the Supervisory Board of Henkel Management AG is only com- prised of members who also belong to the Shareholders’ Com- mittee, no remuneration was paid in respect of this Supervi- sory Board in the year under review. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationH e n k e l A n n u a l R e p o r t 2 0 1 8 62 Combined management report 63 63 65 67 68 69 69 69 70 70 71 71 72 Fundamental principles of the Group Operational activities Overview 63 63 Organization and business units Henkel 2020+: Our ambitions and strategic priorities Our ambitions 65 66 Strategic priorities in summary Sustainability strategy Management system and performance indicators Cost of capital Takeover-relevant information, corporate gov- ernance statement, remuneration report Separate non-financial report Economic report Macroeconomic development Development by sector Review of overall business performance Results of operations of the Group 72 74 74 75 75 75 76 76 76 76 Sales Operating profit Expense items Other operating income and expenses Financial result Net income and earnings per share (EPS) Dividend Return on capital employed (ROCE) Economic Value Added (EVA®) Comparison between actual business performance and guidance 78 84 Adhesive Technologies Beauty Care Laundry & Home Care Results of operations of the business units 78 80 82 Net assets and financial position 84 84 85 86 87 88 Employees 89 Procurement 92 Production 94 96 Research and development 100 Marketing and distribution Acquisitions and divestments Capital expenditures Net assets Financial position Financing and capital management Key financial ratios 103 107 107 107 110 117 118 119 119 119 120 Henkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB]) Risks and opportunities report Risks and opportunities Risk management system Major risk categories Major opportunity categories Risks and opportunities in summary Forecast Macroeconomic development Development by sector Outlook for the Henkel Group in 2019 63 Fundamental principles of the Group Operational activities Overview Henkel was founded in 1876. Therefore, the year under review marks the 142nd in our corporate history. At the end of 2018, Henkel’s workforce worldwide numbered around 53,000. We occupy globally leading market positions in our consumer and industrial businesses. Henkel is organized into three operational business units: Adhesive Technologies, Beauty Care and Laundry & Home Care. Henkel’s Adhesive Technologies business unit leads the global market in the field of adhesives. In our Beauty Care and Laundry & Home Care consumer businesses, we also hold top positions in numerous markets and categories. 1876 year of foundation. Our purpose is to create sustainable value – for our customers and consumers, for our people and for our shareholders, as well as for the wider society and communities in which we operate. Organization and business units Henkel AG & Co. KGaA is operationally active as well as being the parent company of the Henkel Group. As such it is respon- sible for defining and pursuing Henkel’s corporate objectives and also for the management, control and monitoring of Group-wide activities, including risk management and the allocation of resources. Henkel AG & Co. KGaA performs all these tasks within the legal scope afforded to it as part of the Henkel Group, with the affiliated companies otherwise operat- ing as legally independent entities. Operational management and control is the responsibility of the Management Board of Henkel Management AG in its func- tion as sole Personally Liable Partner. The Management Board is supported in this by the central, corporate functions. Adhesive Technologies leads the global market with high- impact solutions. The business unit offers a broad portfolio of adhesives, sealants and functional coatings through both its Industry and its Consumers, Craftsmen and Building busi- nesses. Our Industry business encompasses four areas. In the Packag- ing and Consumer Goods Adhesives business area, we work with major brand manufacturers and international customers to develop innovative and sustainable solutions for food pack- aging, furniture and various consumer goods. In the Transport and Metal business area, we provide our customers in the automotive, aircraft and aerospace, and metal processing industries with advanced system solutions along the entire value chain, together with an extensive technology portfolio and specialized technical services. In the General Industry business area, we offer a comprehensive range of products for the manufacture, development, optimization, maintenance, repair and overhaul of durable goods, complemented by inno- vative 3D printing solutions. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationOur customers range from household appliance manufactur- ers through to operators of large-scale industrial plants, and service specialists operating in all branches of industry. Our Electronics business area offers customers a specialized port- folio of innovative high- technology adhesives and materials for the manufacture of microchips and electronic assemblies. Our product solutions are also used in the infrastructure elec- tronics of industrial facilities and in the automotive sector. Our Adhesives for Consumers, Craftsmen and Building business area markets an extensive range of sustainable brand-name products for private, trade and construction users. The Beauty Care business unit is globally active in the Branded Consumer Goods business area with Hair Cosmetics, Body Care, Skin Care and Oral Care, as well as in the professional Hair Salon business. In both business areas, we hold top posi- tions in numerous markets and categories. Both our Branded Consumer Goods and Hair Salon businesses offer focused brand portfolios featuring consumer-relevant innovations that create added value for our customers and consumers. Our products are sold both in brick-and-mortar stores and online. The Laundry & Home Care business unit occupies leading market positions in both its Laundry Care and Home Care business areas. Our strong brands and consumer-relevant innovations play a key role in the everyday lives of our con- sumers. Our product portfolio ranges from heavy-duty and specialty detergents, laundry additives, dishwashing products, hard surface and WC cleaners, to air fresheners and insect con- trol products. Our products are sold mainly in brick-and-mor- tar stores, but also via TV-based and online retailing. Henkel around the world: Regional Centers 64 31 Düsseldorf, Germany Global Headquarters Vienna, Austria Regional Center Shanghai, China Regional Center Stamford, Connecticut, USA Regional Center Rocky Hill, Connecticut, USA Regional Center Dubai, United Arab Emirates Regional Center Mexico City, Mexico Regional Center São Paulo, Brazil Regional Center Our three business units are managed on the basis of globally responsible strategic business units. These are supported by the central functions of Henkel AG & Co. KGaA, our Shared Service Centers, and our Global Supply Chain organization in order to ensure optimum utilization of corporate network synergies. Implementation of the strategies at the country and regional level is the responsibility of the national affiliated companies whose operations are supported and coordinated by regional centers. The executive bodies of these national affiliates manage their businesses in line with the relevant statutory regulations, supplemented by their own articles of association, internal procedural rules and the principles incorporated in our globally applicable management standards, codes and guidelines. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information65 Drive Growth Accelerate Digitalization Henkel 2020+: Our ambitions and strategic priorities To ensure sustainable profitable growth through to 2020 and beyond, Henkel has defined four strategic priorities: drive growth, accelerate digitalization, increase agility and fund growth. Our balanced and broadly diversified portfolio with strong brands, innovative technologies and leading positions in attractive markets and categories provides a strong foundation. Our passionate global team is united in a strong corporate culture with shared values. Fund Growth Building on its strong foundation, Henkel is continuing to drive sustainable profitable growth. At the end of 2016, we presented our ambitions and strategic priorities that will drive the company through to 2020 and beyond. Increase Agility Our ambitions We have defined our ambitions in a very volatile market envi- ronment that is characterized by increasing globalization, accelerating digitalization, rapidly changing markets, and an increasing relevance of resource scarcity and social responsi- bility. We want to become more customer- and consumer-focused and make the company even more innovative, agile and digi- tal, in both our internal processes and our customer-facing activities. In addition, we are further promoting sustainability in all our business activities. To underpin Henkel’s continued commitment to generate sus- tainable profitable growth and attractive returns, in January 2019 we expanded our mid- to long-term financial ambitions through to 2020 and beyond: • We are aiming to achieve organic sales growth of 2 to 4 percent. • For adjusted earnings per preferred share, we are targeting growth in a mid- to high-single-digit percentage range based on constant exchange rates. • We are aiming to further expand our free cash flow. In addition, we plan to continue pursuing compelling growth opportunities while maintaining our focus on strict cost disci- pline and margin development. Alongside organic growth, acquisitions will continue to be an integral part of our strategy. Our assessment of potential acquisitions is based on whether the targets are available, fit Henkel’s strategy, and are financially attractive. The focus in the Adhesive Technologies business unit is on expanding tech- nology leadership, whereas in the Beauty Care and Laundry & Home Care business units we are striving to strengthen our categories in the relevant countries. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information66 Strategic priorities in summary Drive growth Increase agility Driving growth in mature and emerging markets is a key strategic priority for Henkel. In order to achieve this, we are implementing a range of targeted initiatives to further deepen the relationships with customers and consumers worldwide, strengthen our leading brands and technologies, develop exciting innovations and services, and capture new sources of growth. Accelerate digitalization Accelerating digitalization helps us to successfully grow our business, strengthen the relationships with our customers and consumers, optimize our processes and transform the entire company. We are implementing a range of initiatives to drive our digital business, leverage Industry 4.0, and eTransform the organization. In a highly volatile and dynamic business environment, increasing the agility of the organization is a critical success factor for Henkel. This requires energized and empowered teams, fastest time-to-market as well as smart and simplified processes. Fund growth In order to fund growth, we are implementing new approaches to optimize resource allocation, focus on “Net Revenue Man- agement,” further increase efficiency in our structures, and continue to expand our Global Supply Chain organization. Together, these initiatives will contribute to further improving profitability and enable us to fund our growth ambitions for 2020 and beyond. Acquisitions in fiscal 2018 Business Unión Técnico Comercial S.R.L., Products for maintenance, repair and overhaul of durable goods JemPak Corporation, Detergent and dishwashing retailer brands Aislantes Nacionales S.A., Tile adhesives and building materials 1 Proforma sales 2018. Key countries Contract signed on Completion on Annual sales in million euros 1 Purchase price in million euros Peru 12/5/2017 1/3/2018 ~10 USA, Canada 5/10/2018 6/1/2018 ~85 Chile 7/16/2018 12/10/2018 ~85 13 76 343 32 For further information, see pages 84, 134–135 84, 95, 134–135 84, 134–135 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationWe continued to focus on driving these priorities and initia- tives in fiscal 2018. Sustainability strategy 67 In driving growth, we have been able to acquire new customers and consumer target groups with our product and service innovations. We also expanded our venture capital activities further in 2018. Through investments in start-ups, we have strengthened our digital and technological expertise and have further expanded our network. Aside from organic growth, business was further strengthened in the year under review by several acquisitions (see table on page 66). The integration of the acquired businesses progressed well. We continued to drive the digital transformation of the company. Our efforts included launching Henkel X – a platform for further fostering entrepreneurial spirit among all our employees. We have increased agility by simplifying the organizational structures and processes in all business units. We continued to drive the implementation of our “Fund growth” initiatives in 2018 and reached further milestones, including the successful rollout of our “Net Revenue Manage- ment” initiative into further countries. Sustainability as one of our corporate values Our commitment to leadership in sustainability is anchored in our corporate values. We want to create more value – for our cus- tomers and consumers, for the communities we operate in, and for our company – while, at the same time, reducing our environ- mental footprint. We aim to pioneer new solutions for sustain- able development while continuing to shape our business responsibly and increasing our economic success. Our sustain- ability strategy provides a clear framework for this aim and reflects the high expectations of our stakeholders. Our focal areas We are concentrating our activities on six focal areas that reflect the key challenges of sustainable development as they relate to our operations. Three of them describe how we want to add value – for our customers and consumers, our shareholders and our company – for example, by enhancing occupational health and safety, and encouraging social progress. The three other focal areas describe the ways in which we want to reduce our environ- mental footprint, for instance through reduced water and energy use and less waste. Implementation along the value chain We are convinced that our focus on sustainability is more important than ever before, and that it supports our growth, improves our cost efficiency and reduces risks. We already have a strong foundation on which to build, and can demon- strate a successful track record. In response to the growing importance of sustainability for our stakeholders and for our long-term commercial success, we have defined strategies and objectives in our focal areas along the value chain, where we intend to add value and reduce our environmental footprint. More details and background reading on the subject of sus- tainability can be found in our Sustainability Report. www.henkel.com/sustainabilityreport Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information68 www.henkel.com/ sustainabilityreport Management system and performance indicators Henkel plans to continue generating sustainable profitable growth through to 2020 and beyond. To this end, we have defined four strategic priorities – drive growth, accelerate digi- talization, increase agility and fund growth – as described on pages 65 to 67. To enable efficient management of the Group, we align our actions to these strategic priorities translated into strategy plans for our central functions, the three business units Adhesive Technologies, Beauty Care and Laundry & Home Care, and their respective business areas. Our management system and key performance indicators are derived from our ambition to continue generating sustainable profitable growth. The key performance indicators are organic sales growth, developments in adjusted return on sales, and growth in adjusted earnings per preferred share at constant exchange rates. Mid- to long-term, Henkel is aiming to achieve organic sales growth of 2 to 4 percent. For adjusted earnings per preferred share, Henkel is targeting growth in the mid- to high-single- digit percentage range, based on constant exchange rates. The key performance indicators are represented in both our year and the medium-term plans. A regular comparison of these plans with current developments and expected figures enables focused management of the company based on the described performance indicators. Moreover, we report further key performance indicators, such as adjusted earnings per preferred share, net working capital as a percentage of sales, return on capital employed (ROCE), and free cash flow, which we are aiming to further expand as described in our mid- to long-term financial ambition. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information69 8.00 % Group WACC before tax in fiscal 2018. Cost of capital The cost of capital is calculated as a weighted average of the cost of equity and debt capital (WACC). We regularly review our cost of capital in order to reflect chang- ing market conditions. In addition, we apply different WACC rates depending on the business unit involved. These are based on business unit-specific beta factors determined from a peer group benchmark. The following two tables indicate the WACC rates before and after tax for the Henkel Group and each business unit. WACC before tax by business unit in percent Adhesive Technologies Beauty Care Laundry & Home Care Henkel Group WACC after tax by business unit in percent Adhesive Technologies Beauty Care Laundry & Home Care Henkel Group 2018 10.50 9.00 9.00 8.00 2018 7.25 6.25 6.25 5.50 33 2019 10.00 8.00 8.00 7.75 34 2019 7.25 6.00 6.00 5.75 Takeover-relevant information, corporate governance statement, remuneration report With regard to the disclosures and explanations • pursuant to Sections 289a (1) and 315a (1) German Commer- cial Code [HGB] – Takeover-relevant information – please refer to pages 29 to 32, • pursuant to Sections 289f and 315d HGB – Corporate gover- nance statement – please refer to pages 32 to 42, and • pursuant to Sections 289a (2) and 315a (2) HGB – Remunera- tion report – please refer to pages 42 to 61, which duly constitute integral parts of the combined manage- ment report. Pursuant to Section 317 (2) sentence 6 HGB, any audit of the disclosures pursuant to Sections 289f and 315d HGB – Corpo- rate governance statement – is limited to the auditor ensuring the relevant information has actually been disclosed. Separate non-financial report With regard to the explanations pursuant to Sections 289b and 315b German Commercial Code [HGB], please refer to our Sus- tainability Report 2018. It constitutes the separate, combined non-financial corporate report for the Henkel Group and Henkel AG & Co. KGaA for fiscal 2018 as required in Sections 315b and 315c HGB in conjunction with Sections 289b to 289e HGB, and is made publicly available through publication on the website: www.henkel.com/sustainabilityreport Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information70 Economic report Macroeconomic development The general economic conditions described in this section are based on data published by IHS Markit. Overview: Moderate development under persistently difficult under- lying conditions Global economic growth was moderate in 2018. Gross domes- tic product increased by approximately 3 percent worldwide, which was more or less on a par with the prior year. The mature markets grew by approximately 2 percent, while the emerging markets achieved an increase of approximately 5 percent. For the year as a whole, economic growth was close to 3 per- cent in North America and approximately 2 percent in Western Europe. The Japanese economy expanded by approximately 1 percent. Economic growth in Asia (excluding Japan) was approximately 6 percent, with China coming in slightly above this level. Eastern Europe posted growth of approximately 3 percent, to which Russia also contributed with an increase of around 2 percent. The Africa / Middle East region recorded an increase of around 3 percent. Growth in Latin America was around 2 percent during the period under review. Unemployment: Global level unchanged year on year Global unemployment remained close to the level of the previ- ous year at around 7 percent. Year on year, the unemployment rates in both North America and Western Europe were lower at approximately 4 percent and approximately 7 percent respec- tively. Unemployment remained at a level of 9 percent in Latin America. Compared to prior year, the unemployment rates in Eastern Europe at 6.5 percent and in Asia (excluding Japan) at around 7 percent were slightly lower, respectively unchanged, year on year. At approximately 10 percent, unemployment in Africa / Middle East was on a par with the prior-year level. Inflation: Moderate rise in global price levels Global inflation was approximately 3 percent and thus unchanged year on year. In the mature markets, inflation was 2 percent up. Inflation in Western Europe was approximately on a par with the prior-year level, while there was a slight increase in North America and Japan. The inflation rate in emerging markets was approximately 4 percent. In Latin America and Asia (excluding Japan), inflation increased slightly year on year. The inflation rate in Africa / Middle East rose to approximately 7 percent. In Eastern Europe, inflation was slightly lower year on year. Direct materials: Prices moderately higher than prior-year level As expected, prices for direct materials (raw materials, packag- ing, and purchased goods and services) rose moderately in 2018 compared to the level of the previous year. This develop- ment was driven by higher prices for relevant input materials, particularly crude oil. Currencies: High currency volatility Most of the currencies in the emerging markets of relevance to Henkel devalued as an average over the year. The Turkish lira and Russian ruble lost most ground, while the US dollar depre- ciated strongly in the first quarter before appreciating again from the second quarter onward. It closed at 1.15 US dollars Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information71 to the euro at year-end. Averaged out over the year as a whole, the US dollar lost ground to the euro. Review of overall business performance Changes in the average exchange rates of the currencies of rel- evance to Henkel are indicated in the following table: In a challenging economic environment, Henkel continued its successful business performance of the previous year. 2018 proved to be a good year. Average rates of exchange versus the euro Chinese yuan Mexican peso Polish zloty Russian ruble Turkish lira US dollar 2017 7.63 21.33 4.26 65.95 4.12 1.13 35 2018 7.81 22.71 4.26 74.04 5.71 1.18 Source: ECB daily foreign exchange reference rates. Development by sector Moderate rise in global consumption Private consumer spending grew moderately at a rate of approxi- mately 3 percent across all sectors. Consumer spending in mature markets increased by 2 percent year on year. Consumers in North America increased their spending by around 3 percent. In West- ern Europe, consumer spending grew by around 1 percent com- pared to the previous year. Consumers in emerging markets spent 4.5 percent more. Industrial production at prior-year level At approximately 3 percent, the industrial production index (IPX) was on a par with the prior-year level worldwide. The mature markets contributed 2.5 percent to growth in 2018. In the emerging markets growth was 3.5 percent. Sales totaled 19.9 billion euros in the year under review. We achieved good organic sales growth of 2.4 percent. Organic sales growth was very strong in the emerging markets at 6.3 percent, and slightly down year on year at – 0.4 percent in the mature markets. + 2.4 % organic sales growth. Year on year, adjusted 1 gross margin decreased by – 0.6 per- centage points to 46.5 percent. Savings from cost reduction measures and efficiency improvements accompanied by selec- tive price increases were able to partially offset the impact of higher prices for direct materials (raw materials, packaging, and purchased goods and services). As a result of our continued focus on cost management, strict implementation of our “Fund growth” initiatives, and the adjustment of our structures to our markets and customers, we were able to improve our profitability versus prior year. Adjusted 1 return on sales increased by 0.3 percentage points in 2018 to 17.6 percent (2017: 17.3 percent). Adjusted 1 earnings per preferred share grew to 6.01 euros, equivalent to an increase of 2.7 percent versus 2017 (5.85 euros). Net working capital as a percentage of sales was 5.1 percent, an increase of 0.3 percentage points over the previ- ous year. We generated free cash flow of 1,917 million euros. Our net financial position totaled – 2,895 million euros (2017: – 3,222 million euros). 1 Adjusted for one-time charges / gains and restructuring expenses. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information72 37 Sales + 2.4 % organic sales growth. Sales in million euros 2014 2015 2016 2017 2018 16,428 18,089 18,714 20,029 19,899 0 5,000 10,000 15,000 20,000 Price and volume effects 38 in percent Adhesive Technologies Beauty Care Laundry & Home Care Henkel Group Organic sales growth of which price of which volume 4.0 – 0.7 1.9 2.4 2.8 0.0 1.7 1.9 1.2 – 0.7 0.2 0.5 In a market environment that continues to be highly competi- tive, we increased sales in the Western Europe region to 6,107 million euros. Organic sales growth was positive, mainly driven by the positive performance in Germany. The share of sales from the region increased to 31 percent. In the Eastern Europe region, we achieved sales of 2,843 million euros. Organically, sales grew by 7.6 percent. At 14 percent, the share of sales from the region was on a par with the prior-year level. EBIT 17.6 % adjusted 1 return on sales (EBIT): up 0.3 percentage points. EPS 6.01 euros adjusted 1 earnings per preferred share (EPS): up 2.7 percent. Dividend 1.85 euros dividend per preferred share 2. Results of operations of the Group Sales Nominally, sales in fiscal 2018 decreased slightly by – 0.6 per- cent to 19,899 million euros. Currency movements had a nega- tive effect on sales of – 5.4 percent. Adjusted for foreign exchange effects, sales grew by 4.8 percent. Acquisitions / divestments accounted for 2.4 percent of the increase in sales. Organic sales growth, i.e. adjusted for foreign exchange and acquisitions / divestments, was good at 2.4 percent. The increase was driven by both price and volume. Sales development 1 in percent Change versus previous year Foreign exchange Adjusted for foreign exchange Acquisitions / divestments Organic of which price of which volume 36 2018 – 0.6 – 5.4 4.8 2.4 2.4 1.9 0.5 1 Calculated on the basis of units of 1,000 euros. The Adhesive Technologies business unit achieved organic sales growth of 4.0 percent. Organic sales growth in the Beauty Care business unit was – 0.7 percent and thus lower than in 2017. The Laundry & Home Care business unit generated organic sales growth of 1.9 percent. 1 Adjusted for one-time charges / gains and restructuring expenses. 2 Proposal to shareholders for the Annual General Meeting on April 8, 2019. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information73 39 Our sales in the Africa / Middle East region decreased to 1,286 million euros. We were able to improve sales organically by 11.3 percent. At 6 percent, the share of sales from the region was unchanged year on year. Sales in the Asia-Pacific region were down year on year, at 3,314 million euros. Organic sales growth in the region was 0.9 percent. The share of sales from the Asia-Pacific region remained flat at 17 percent. Sales in the North America region decreased to 5,040 million euros. Organically, sales declined by – 1.0 percent. This slight decline was due to the delivery difficulties in our consumer goods businesses of Beauty Care and Laundry & Home Care. The share of sales from the region decreased slightly to 25 percent. Our sales in the Latin America region rose to 1,181 million euros. Organically, we increased sales by 9.3 percent. The share of sales from the region remained unchanged at 6 percent. Sales in the emerging markets of Eastern Europe, Africa / Middle East, Latin America and Asia (excluding Japan) were slightly lower year on year at 8,071 million euros. Organically, sales grew by 6.3 percent. Thus the emerging markets were the main drivers of organic sales growth. At 40 percent, the share of sales from emerging markets was unchanged year on year. Key financials by region 1 in million euros Sales 2 2018 Sales 2 2017 Change from previous year Adjusted for foreign exchange Organic Proportion of Group sales 2018 Proportion of Group sales 2017 Operating profit (EBIT) 2018 Operating profit (EBIT) 2017 1,810 1,463 Change from previous year Adjusted for foreign exchange Return on sales (EBIT) 2018 Return on sales (EBIT) 2017 23.7 % 23.8 % 29.6 % 24.3 % 1 Calculated on the basis of units of 1,000 euros. 2 By location of company. Western Europe Eastern Europe Africa / Middle East North America Latin America Asia-Pacific Total Regions Corporate Henkel Group 6,107 6,033 2,843 2,897 1,286 1,302 5,040 5,162 1,181 1,142 3,314 3,371 19,771 19,906 1.2 % 1.6 % 0.3 % 31 % 30 % – 1.8 % 7.6 % 7.6 % 14 % 14 % 280 280 0.1 % 14.2 % 9.8 % 9.7 % – 1.2 % 11.6 % 11.3 % 6 % 6 % 35 58 – 39.4 % – 15.7 % 2.7 % 4.5 % – 2.4 % 4.4 % – 1.0 % 25 % 26 % 406 731 – 44.5 % – 42.0 % 8.0 % 14.2 % 3.5 % 16.5 % 9.3 % 6 % 6 % 136 112 21.6 % 41.3 % 11.5 % 9.8 % – 1.7 % 1.9 % 0.9 % 17 % 17 % 561 537 4.5 % 8.7 % 16.9 % 15.9 % – 0.7 % 4.8 % 2.4 % 99 % 99 % 3,228 3,181 1.5 % 5.2 % 16.3 % 16.0 % 128 123 – – – 1 % 1 % – 112 – 126 – – – – 19,899 20,029 – 0.6 % 4.8 % 2.4 % 100 % 100 % 3,116 3,055 2.0 % 5.1 % 15.7 % 15.3 % Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationOperating profit The following explanations relate to results adjusted for one- time charges / gains and restructuring expenses so as to pres- ent operational performance before exceptional items. In all business units, we benefited from our successful innova- tions, the ongoing measures to reduce costs and improve effi- ciency, and synergy effects. 74 Adjusted operating profit (EBIT) in million euros EBIT (as reported) One-time gains One-time charges Restructuring expenses Adjusted EBIT 40 +/– 2.0 % Expense items The following explanations relate to our operating expenses adjusted for one-time charges / gains and restructuring expenses. The reconciliation statement and the allocation of the restructuring expenses between the various expense items of the consolidated statement of income can be found on page 210. 2017 3,055 – 21 182 245 2018 3,116 – 11 129 262 3,461 3,496 1.0 % In order to adapt our structures to our markets and customers, we spent 262 million euros on restructuring (previous year: 245 million euros). A significant portion of this amount is attributable to the optimization of our sales and production structures. Please refer to page 210 for more details on our restructuring expenses and an explanation of the one-time charges and gains. Adjusted operating profit (adjusted EBIT) increased to 3,496 million euros, a rise of 1.0 percent on the prior-year figure of 3,461 million euros. We improved adjusted return on sales (adjusted EBIT margin) for the Group by 0.3 percentage points to 17.6 percent. Adjusted return on sales in the Adhesive Technologies busi- ness unit showed an increase of 0.2 percentage points to 18.7 percent. Adjusted return on sales in the Beauty Care business unit was slightly down by – 0.1 percentage points year on year at 17.1 percent. The Laundry & Home Care business unit increased adjusted return on sales by 0.5 percentage points to 18.1 percent. Cost of sales was 0.4 percent higher year on year at 10,641 mil- lion euros. Gross profit decreased by – 1.8 percent to 9,258 mil- lion euros. Adjusted gross margin decreased by – 0.6 percent- age points to 46.5 percent. Savings from cost reduction mea- sures and efficiency improvements accompanied by selective price increases partially offset the impact of higher prices for direct materials (raw materials, packaging, and purchased goods and services). At 4,513 million euros, marketing, selling and distribution expenses were below the prior-year figure of 4,665 million euros. Compared to fiscal 2017, the ratio to sales decreased to 22.6 percent. We spent a total of 471 million euros for research and development. The ratio to sales, at 2.4 percent, was more or less on a par with the prior year. Administrative expenses totaled 875 million euros – up from 870 million euros last year. At 4.4 percent, administrative expenses as a percentage of sales were largely unchanged year on year. 17.6 % adjusted return on sales: up 0.3 percentage points. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information75 Reconciliation from sales to adjusted operating profit 1 in million euros Sales Cost of sales Gross profit Marketing, selling and distribution expenses Research and development expenses Administrative expenses Other operating income / expenses Adjusted operating profit (EBIT) 2017 20,029 – 10,598 9,431 – 4,665 – 469 – 870 34 3,461 % 100 – 52.9 47.1 – 23.3 – 2.3 – 4.3 0.1 17.3 2018 19,899 – 10,641 9,258 – 4,513 – 471 – 875 97 3,496 % 100 – 53.5 46.5 – 22.6 – 2.4 – 4.4 0.5 17.6 41 Change – 0.6 % 0.4 % – 1.8 % – 3.3 % 0.4 % 0.6 % – 1.0 % 1 Calculated on the basis of units of 1,000 euros; figures commercially rounded. Other operating income and expenses At 97 million euros, the balance of adjusted other operating income and expenses increased year on year (2017: 34 million euros). The increase was attributable to numerous individual transactions. Financial result The financial result developed from – 67 million euros in 2017 to – 65 million euros in the reporting year. The higher financ- ing expense caused by the acquisitions in 2017 and 2018 was offset by a lower interest expense relating to tax obligations and a higher investment result. Net income and earnings per share (EPS) Income before tax increased by 63 million euros to 3,051 mil- lion euros. Taxes on income amounted to 721 million euros. The tax rate of 23.6 percent was substantially higher year on year (2017: 15.0 percent). The tax burden eased in the prior year mainly because of the remeasurement of deferred taxes resulting from the tax reform that was passed in the USA in December 2017. This effect did not recur in the year under review. The adjusted tax rate decreased year on year by – 1.2 percentage points to 23.5 percent. Net income declined by – 8.3 percent from 2,541 million euros to 2,330 million euros. After taking into account 19 million euros attributable to non-controlling interests, net income attributable to share- holders of Henkel AG & Co. KGaA amounted to 2,311 million euros, – 8.3 percent lower than the prior-year figure (2017: 2,519 million euros). Adjusted net income after deducting non-controlling interests was 2,604 million euros compared to 2,534 million euros in fiscal 2017. A condensed version of the annual financial statements of the parent company of the Henkel Group – Henkel AG & Co. KGaA – can be found on pages 103 to 106. € 2,330 m net income. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information76 Earnings per preferred share (EPS) decreased from 5.81 euros to 5.33 euros. Earnings per ordinary share decreased from 5.79 euros to 5.31 euros. Preferred share dividend in euros 43 Adjusted earnings per preferred share grew by 2.7 percent to 6.01 euros (2017: 5.85 euros). The figures are adjusted for one- time charges / gains and restructuring expenses. Adjusted earnings per preferred share in euros 42 2014 2015 2016 2017 2018 1.31 1.47 1.62 1.79 1.85 1 2014 2015 2016 2017 2018 4.38 4.88 5.36 5.85 6.01 0.0 1.5 3.0 4.5 6.0 Dividend According to our dividend policy, dividend payouts of Henkel AG & Co. KGaA shall, depending on the company’s asset and profit positions and its financial requirements, amount to 25 percent to 35 percent of net income after non-controlling interests and adjusted for exceptional items. We will propose to the Annual General Meeting an increased dividend compared to the previous year: 1.85 euros per pre- ferred share and 1.83 euros per ordinary share. The payout ratio would then be 30.9 percent. Starting in fiscal 2019, dividends will be based on a higher tar- get corridor of 30–40 percent for the payout ratio. 0.0 0.5 1.0 1.5 2.0 1 Proposal to shareholders for the Annual General Meeting on April 8, 2019. Return on capital employed (ROCE) At 15.5 percent, return on capital employed (ROCE) was below the prior-year figure of 16.3 percent due to acquisitions. Economic Value Added (EVA®) Economic Value Added (EVA®) decreased from 1,610 million euros to 1,510 million euros. Comparison between actual business performance and guidance In August 2018 we updated our guidance for fiscal 2018: We confirmed our expectation for organic sales growth of 2 to 4 percent for the Henkel Group. Our expectations for organic sales growth were 4 to 5 percent for the Adhesive Technologies business unit, 0 to 2 percent for the Beauty Care business unit and 2 to 4 percent for the Laundry & Home Care business unit. For adjusted return on sales (EBIT), we forecasted an increase to around 18 percent for fiscal 2018 and anticipated that all business units would contribute to this positive performance. We expected an increase in adjusted earnings per preferred share of 3 to 6 percent. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information77 With organic growth of 2.4 percent, we achieved our sales growth forecast of 2 to 4 percent. The Adhesive Technologies business unit was at the lower end of the forecast range, while Beauty Care fell short of the forecast range. Organic sales growth in the Laundry & Home Care business unit was slightly below the forecast bandwidth. Adjusted return on sales of the Henkel Group increased by 0.3 percentage points to 17.6 percent and was therefore below the forecast range of around 18 percent. The increase in adjusted earnings per preferred share of 2.7 percent to 6.01 euros (2017: 5.85 euros) was slightly below our updated forecast of 3 to 6 percent growth. Our restructuring expenses totaled 262 million euros. In our guidance, we had predicted a range of between 200 million and 250 million euros. Capital expenditures on property, plant and equipment and intangible assets totaled 853 million euros in fiscal 2018. We had originally forecasted capital expendi- tures of between 750 million and 850 million euros. Guidance versus performance 2018 44 Organic sales growth Henkel Group: 2 – 4 percent Henkel Group: 2 – 4 percent Henkel Group: 2.4 percent Guidance for 2018 Updated guidance for 2018 1 Performance in 2018 All business units within this range Adhesive Technologies: 4 – 5 percent Beauty Care: 0 – 2 percent Laundry & Home Care: 2 – 4 percent Adhesive Technologies: 4.0 percent Beauty Care: – 0.7 percent Laundry & Home Care: 1.9 percent Adjusted return on sales (EBIT) Increase to more than 17.5 percent Increase to around 18 percent Increase to 17.6 percent Adjusted earnings per preferred share 1 Updated on August 16, 2018. Increase of 5 – 8 percent Increase of 3 – 6 percent Increase of 2.7 percent Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information Results of operations of the business units Adhesive Technologies 78 Overview Despite increasing economic and geopolitical risks, the eco- nomic environment in which the Adhesive Technologies busi- ness unit operates was characterized by a steady upward trend in global industrial production growth. From a regional per- spective, economic performance was driven by strong growth in the emerging markets, while the mature markets showed a good development. Within this general economic environment, Adhesive Tech- nologies successfully continued on its profitable growth path. Through active portfolio management and innovative product solutions, our organic sales growth was strong, with a good performance in adjusted return on sales. Sales Sales generated by the Adhesive Technologies business unit rose nominally by 0.2 percent to 9,403 million euros in the year under review. Foreign exchange effects reduced sales growth by – 5.2 percent. Acquisitions / divestments accounted for 1.4 percent of the growth. Sales growth + 4.0 % organic sales growth. Organically (i.e. adjusted for foreign exchange and acquisi- tions / divestments), sales grew by 4.0 percent. Growth was driven by both price and volume. In the following, we comment on our organic sales perfor- mance in the regions. Sales increased very strongly in our emerging markets, due particularly to double-digit sales growth in Eastern Europe and significant sales growth in Key financials 2 in million euros Sales 45 Sales development 3 2017 2018 +/– in percent 9,387 9,403 Proportion of Henkel sales 47 % 47 % Operating profit (EBIT) Adjusted operating profit (EBIT) 1,657 1,734 1,669 1,761 Return on sales (EBIT) Adjusted return on sales (EBIT) Return on capital employed (ROCE) 17.7 % 18.5 % 20.3 % 17.7 % 18.7 % 19.3 % Economic Value Added (EVA®) 831 762 0.2 % – 0.7 % 1.6 % 0.0 pp 0.2 pp – 1.0 pp – 8.2 % Change versus previous year Foreign exchange Adjusted for foreign exchange Acquisitions / divestments Organic of which price of which volume 1 Adjusted for one-time charges / gains and restructuring expenses. 2 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 3 Calculated on the basis of units of 1,000 euros. pp = percentage points 46 2018 0.2 – 5.2 5.4 1.4 4.0 2.8 1.2 Adjusted 1 operating profit € 1,761 m adjusted 1 operating profit (EBIT): up 1.6 percent. Adjusted 1 return on sales 18.7 % adjusted 1 return on sales (EBIT): up 0.2 percentage points. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information79 Top brands Latin America. Sales performance in the Asia (excluding Japan) and Africa / Middle East regions was good. Sales growth in the mature markets was also good. Sales growth was strong in the North America region and good in Western Europe, whereas performance in the mature markets of the Asia-Pacific region was negative. In 2018, we generated more than 80 percent of all sales with our five technology cluster brands in the industrial business and our four strong brand platforms in the consumer busi- ness. The proportion of sales from products successfully launched onto the market in the last five years remains at around 30 percent. Operating profit Adjusted operating profit increased to 1,761 million euros. Adjusted return on sales reached 18.7 percent. Gross margin remained at the prior-year level. By raising prices and taking measures to optimize our organizational structures and improve production and supply chain efficiency, we were able to offset the impact of higher prices for direct materials. Sales Adhesive Technologies in million euros 47 2014 2015 2016 2017 2018 8,127 8,992 8,961 9,387 9,403 0 2,500 5,000 7,500 10,000 At 11.8 percent, net working capital as a percentage of sales was above prior year. Return on capital employed (ROCE) was lower year on year at 19.3 percent. At 762 million euros, Economic Value Added (EVA®) was down – 69 million euros versus the previous year, mainly due to foreign exchange effects. Business areas In the following, we comment on the organic sales perfor- mance of our business areas. For details of the activities of the individual business areas, please refer to pages 63 and 64. Industrial business Sales growth in the Packaging and Consumer Goods Adhesives business area was strong versus the previous year, thanks especially to our portfolio of high-impact, safe solutions for manufacturing packaging used in the food and beverage sec- tors. We posted a good increase in sales in our Transport and Metal business area, particularly due to our innovative and sustainable aircraft and aerospace solutions and to our broad and innovative metal packaging portfolio. Sales in the General Industry business area showed a significant increase, boosted by both our new solutions for designing and manufacturing household appliances and our innovative products for indus- trial plant maintenance, repair and overhaul. Our Electronics business area posted strong sales growth versus prior year. Growth was driven above all by innovative products for appli- cations in the automotive sector and infrastructure electronics. Adhesives for Consumers, Craftsmen and Building Sales growth in the Adhesives for Consumers, Craftsmen and Building business area was strong. Drivers of this performance included our innovations for the construction industry and our sustainable brand-name products for private users. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information80 Beauty Care Overview 2018 saw an overall improvement in growth in the world’s cos- metics markets and categories of relevance for the Beauty Care business unit. Apart from the global hair colorants category, all relevant categories achieved at least positive market growth. In our Branded Consumer Goods business, performance in the mature markets was positive to good. The development of some key market segments in the North America region was good. Growth in the market in Western Europe was positive, despite sustained promotional activity, severe price and trade pressures, and declining average prices. Market growth was very strong in the Eastern Europe and Latin America regions. The Asia-Pacific region recorded significant market growth, while the Africa / Middle East region achieved a double-digit increase. The professional hair salon market continued to be character- ized by intense competition in 2018, especially in the mature markets. Positive growth stimulus came mainly from product innovations. Sales growth Overall, organic sales growth was slightly negative in the Beauty Care business unit in 2018. Organic sales growth in our Branded Consumer Goods business area was negative. The Hair Salon business area reported very strong organic growth, outperform- ing the market. This enabled us to further expand our position as the world number three in the professional hairdresser market. Adjusted return on sales in the Beauty Care business unit came in slightly below previous year. Sales Sales generated by the Beauty Care business unit increased nominally by 2.1 percent to 3,950 million euros in fiscal 2018. Foreign exchange effects reduced sales by – 4.8 percent. Acqui- sitions / divestments accounted for 7.6 percent of the growth. – 0.7 % organic sales growth. Adjusted 1 operating profit € 675 m adjusted 1 operating profit (EBIT): up 1.6 percent. Key financials 2 in million euros Sales 48 Sales development 3 2017 2018 +/– in percent 3,868 3,950 Proportion of Henkel sales Operating profit (EBIT) Adjusted operating profit (EBIT) Return on sales (EBIT) Adjusted return on sales (EBIT) Return on capital employed (ROCE) 19 % 535 665 13.8 % 17.2 % 17.6 % 20 % 589 675 14.9 % 17.1 % 14.8 % 2.1 % – 10.0 % 1.6 % 1.1 pp – 0.1 pp – 2.8 pp Change versus previous year Foreign exchange Adjusted for foreign exchange Acquisitions / divestments Organic of which price of which volume Economic Value Added (EVA®) 262 230 – 12.1 % 1 Adjusted for one-time charges / gains and restructuring expenses. 2 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 3 Calculated on the basis of units of 1,000 euros. pp = percentage points 49 2018 2.1 – 4.8 6.9 7.6 – 0.7 0.0 – 0.7 Adjusted 1 return on sales 17.1 % adjusted 1 return on sales (EBIT): down 0.1 percentage points. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information81 Top brands Organically (i.e. adjusted for foreign exchange and acquisi- tions / divestments), sales growth was slightly negative at – 0.7 percent. Sales performance was driven by volume. In the following, we comment on our organic sales perfor- mance in the regions. From a regional perspective, business performance was strong in the emerging markets. In the Africa / Middle East region, the business unit achieved very strong organic sales growth. The Latin America region posted a significant increase. In Asia (excluding Japan), sales perfor- mance was negative. In Eastern Europe, growth was very strong. Organic sales growth was negative in the mature mar- kets. In the North America region, sales fell below the prior- year level, mainly due to the delivery difficulties in our con- sumer goods business. In the Western Europe region, perfor- mance was negative. Sales in the mature markets of the Asia-Pacific region were lower year on year. In 2018, we generated 90 percent of our sales with our top 10 brands. The proportion of sales from products successfully launched onto the market in the last three years was around 45 percent. Sales Beauty Care in million euros 50 2014 2015 2016 2017 2018 3,547 3,833 3,838 3,868 3,950 0 1,000 2,000 3,000 4,000 Operating profit Adjusted operating profit increased in the reporting year to 675 million euros. Adjusted return on sales was slightly negative at 17.1 percent. Gross margin was lower year on year. Our ongoing measures to reduce costs and enhance production and supply chain efficiency enabled us to partially offset the effects on gross margin exerted by higher prices for direct materials and sustained promotional intensity. At 4.7 percent, net working capital as a percentage of sales increased versus the prior year. Return on capital employed (ROCE) declined to 14.8 percent year on year due to acquisi- tions. At 230 million euros, Economic Value Added (EVA®) was down. Business areas In the following, we comment on the organic sales perfor- mance of our two business areas. For details of the activities of the individual business areas, please refer to page 64. Branded Consumer Goods Sales growth in our Branded Consumer Goods business area was negative in 2018. Our hair colorants business generated very strong sales growth. Overall sales performance was boosted by successful innovations under our Schwarzkopf brand, such as got2b, and under our Fa body care brand. Hair Salon business Performance by our Hair Salon business was again very strong in 2018, supported by our Schwarzkopf Professional brand with innovations in the Igora and BlondMe lines, and by our North American brands Kenra and Alterna. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information82 Laundry & Home Care Overview In 2018, growth in the relevant world market for laundry and home care products was good. Market performance in the mature markets was good, with corresponding developments in the relevant markets for laun- dry detergents and household cleaners in Western Europe and North America. Market growth in the mature markets of the Asia-Pacific region was positive. The emerging markets registered strong market development. The relevant markets in Eastern Europe and Latin America achieved very strong growth. Market development in the Africa / Middle East region was good, but negative in Asia (excluding Japan). continue our path of profitable growth in 2018. Both the sus- tained success of our strong brands and the successful intro- duction of our innovations contributed to this good perfor- mance. Growth in adjusted return on sales was very strong. Sales Sales generated by the Laundry & Home Care business unit decreased nominally by – 3.5 percent to 6,419 million euros in fiscal 2018. Foreign exchange effects reduced sales growth by – 6.1 percent. Acquisitions / divestments contributed 0.7 per- cent to sales growth. Organically (i.e. adjusted for foreign exchange and acquisi- tions / divestments), sales increased by 1.9 percent. Sales growth was mainly price-driven. Although our relevant markets continued to be characterized by intense price and promotional competition, we were able to In the following, we comment on our organic sales perfor- mance in the regions. The emerging markets registered a sig- Sales growth + 1.9 % organic sales growth. Adjusted 1 operating profit € 1,162 m adjusted 1 operating profit (EBIT): down 0.7 percent. Key financials 2 in million euros Sales 51 Sales development 3 2017 2018 +/– in percent 6,651 6,419 – 3.5 % Change versus previous year Proportion of Henkel sales 33 % 32 % Operating profit (EBIT) Adjusted operating profit (EBIT) 989 1,170 970 1,162 Return on sales (EBIT) Adjusted return on sales (EBIT) Return on capital employed (ROCE) 14.9 % 17.6 % 13.1 % 15.1 % 18.1 % 13.1 % – – 1.9 % – 0.7 % 0.2 pp 0.5 pp 0.0 pp Foreign exchange Adjusted for foreign exchange Acquisitions / divestments Organic of which price of which volume Economic Value Added (EVA®) 309 306 – 1.0 % 1 Adjusted for one-time charges / gains and restructuring expenses. 2 Calculated on the basis of units of 1,000 euros; figures commercially rounded. 3 Calculated on the basis of units of 1,000 euros. pp = percentage points 52 2018 – 3.5 – 6.1 2.6 0.7 1.9 1.7 0.2 Adjusted 1 return on sales 18.1 % adjusted 1 return on sales (EBIT): up 0.5 percentage points. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information83 Top brands nificant increase in sales and were once again the primary driver of organic growth in Laundry & Home Care. The Africa / Middle East region contributed to this growth with a double-digit increase in sales. The Eastern Europe region posted very strong sales performance. Latin America achieved signifi- cant sales growth, while Asia (excluding Japan) was below prior year. Organic sales development in the mature markets eased, mainly due to negative performance in the North Amer- ica region caused by the delivery difficulties and unrelenting price and promotional competition. In the Western Europe region, sales performance was flat. The mature markets of the Asia-Pacific region registered very strong sales growth. In 2018, we generated around 65 percent of our sales with our top 10 brand clusters. A brand cluster comprises individual global and local brands that share a common brand positioning internationally. The proportion of sales from products success- fully launched onto the market in the last three years was around 45 percent. Sales Laundry & Home Care in million euros 53 2014 2015 2016 2017 2018 4,626 5,137 5,795 6,651 6,419 0 2,000 4,000 6,000 8,000 Operating profit Adjusted operating profit was down year on year, at 1,162 mil- lion euros. Adjusted return on sales in the Laundry & Home Care business unit increased very strongly to 18.1 percent. Gross margin was lower year on year. Our ongoing measures to reduce costs and enhance production and supply chain effi- ciency, together with selective price increases, enabled us to partially offset the effects on gross margin exerted by higher prices for direct materials and sustained high promotional intensity. Net working capital as a percentage of sales was below the pre- vious year’s level at – 3.9 percent. Return on capital employed (ROCE) was on a par with the prior-year level, at 13.1 percent. At 306 million euros, Economic Value Added (EVA®) was nearly on a par with the prior-year level. Business areas In the following, we comment on the organic sales perfor- mance of our two business areas, Laundry Care and Home Care. For details of the activities of the individual business areas, please refer to page 64. Laundry Care Sales performance in our Laundry Care business area was good, helped in particular by the introduction of successful innovations. Our core brand Persil and our specialty deter- gents business were the primary contributors to growth. Home Care Sales growth in the Home Care business area was also good in 2018. Hand dishwashing products and WC products were the biggest drivers of growth. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information84 € 853 m investments in property, plant and equipment and intangible assets. Net assets and financial position Acquisitions and divestments Effective January 3, 2018, Henkel completed the acquisition of all shares in Unión Técnico Comercial S.R.L. based in Lima, Peru. The acquisition strengthens the market position of the General Industry business of Adhesive Technologies in the field of maintenance, repair and overhaul in Latin America. Effective June 1, 2018, Henkel completed the acquisition of all shares in JemPak Corporation based in Concord, Canada. The acquisition complements and strengthens the existing Laun- dry & Home Care portfolio in North America; it will help to further expand Henkel’s position in this attractive market. Effective December 10, 2018, Henkel completed the acquisition of all shares in Aislantes Nacionales S.A., Santiago, Chile. Fol- lowing this acquisition, Henkel is now active in the attractive Chilean market for tile adhesives and building materials where it occupies a strong position. For further details of our acquisitions and divestments, please refer to pages 134 and 135 of the notes to the consolidated financial statements. Neither the acquisitions and divestments nor other measures undertaken resulted in any material changes in our business and organizational structure. For detailed information on our organization and business activities, please refer to the disclo- sures on pages 63 and 64. Our long-term ratings remain at “A flat” (Standard & Poor’s) and “A2” (Moody’s). We intend to maintain a solid “A” rating to ensure our continued unrestricted access to the money and capital markets and to favorable financing terms and conditions. Capital expenditures In the reporting period, capital expenditures (excluding acqui- sitions) amounted to 853 million euros. Investments in prop- erty, plant and equipment for existing operations totaled 576 million euros, following 590 million euros in 2017. Capital expenditures on property, plant and equipment totaled 240 million euros (previous year: 230 million euros) in the Adhe- sive Technologies business unit, 74 million euros (previous year: 80 million euros) in Beauty Care, and 252 million euros (previous year: 274 million euros) in Laundry & Home Care. We invested 277 million euros in intangible assets (previous year: 73 million euros). Around two-thirds of the expenditures were channeled into expansion projects, innovations and streamlining measures, which included increasing our production capacity, introduc- ing innovative product lines and optimizing our production structure and business processes. The major projects of 2018 were as follows: • Global optimization of our supply chain, consolidation and optimization of our IT system architecture for managing business processes • Acquisition of a new technology for developing innovative products • Expansion of basic detergent capsule production in Salt Lake City and Bowling Green, USA (Laundry & Home Care) • Modifications to liquid detergent packaging plants in Europe (Laundry & Home Care) • Construction of a new production facility for products used in the aviation industry in Montornès, Spain (Adhesive Technologies) • Construction of a new production site for industrial adhesives and metal pretreatment products in Kurkumbh, India (Adhesive Technologies) Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information85 In regional terms, capital expenditures focused primarily on Western Europe, Eastern Europe and North America. The acquisitions resulted in additions to intangible assets and property, plant and equipment in the amount of 428 million euros. Details of these additions can be found on pages 148 to 155 of the notes to the consolidated financial statements. Capital expenditures 2018 in million euros Intangible assets Property, plant and equipment Total Existing operations Acquisitions 277 576 853 396 32 428 Capital expenditures by business unit 1 54 Total 673 608 1,281 55 Adhesive Technologies 34 % Corporate 1 % Laundry & Home Care 31 % Beauty Care 34 % 1 Existing operations. Net assets Compared to year-end 2017, total assets rose by 1.3 billion euros to 29.6 billion euros. Under non-current assets, intangible assets increased by 920 million euros as a result of acquisitions and currency effects. Property, plant and equipment remained largely unchanged, with capital expenditures of 576 million euros being offset by scheduled depreciation of 405 million euros. Current assets increased from 8.5 billion euros to 8.7 billion euros, mainly as a result of higher inventories and higher trade accounts receivable. Cash and cash equivalents also increased, by 144 million euros in the reporting period. Compared to year-end 2017, equity including non-controlling interests increased by 1.5 billion euros to 17.1 billion euros. The individual components influencing equity development are shown in the consolidated statement of changes in equity on page 127. Equity rose with the addition of net income amount- ing to 2,330 million euros. The dividend distribution in April 2018 had the countervailing effect of reducing equity by – 788 million euros. By year-end 2018, the equity ratio had increased by 2.5 percentage points to 57.7 percent. Non-current liabilities decreased by – 1.3 billion euros to 3.6 billion euros. This was mainly due to the reduction in non-current borrowings following premature repayment of our 1.1 billion US dollar syndicated bank loan and to the reclas- sification of a 0.8 billion US dollar bond. Current liabilities increased by 1.1 billion euros to 8.9 billion euros. This was mainly due to the increase of 1.3 billion euros in current borrowings following the issuance of commercial paper, primarily for the purpose of repaying the syndicated bank loan. The increase resulting from reclassification of an 0.8 billion US dollar bond was reduced to 0.5 billion euros through redemption of a bond. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information86 Financial structure in million euros 56 Assets of which in % Equity and liabilities of which in % 28,339 1 29,623 29,623 28,339 1 Non-current assets thereof: Intangible assets / property, plant and equipment Current assets thereof: Cash and cash equivalents 70 66 30 3 71 67 29 4 58 55 Equity 12 3 5 30 9 17 3 11 28 5 Non-current liabilities thereof: Pension obligations thereof: Borrowings Current liabilities thereof: Borrowings 2017 2018 2018 2017 Effective December 31, 2018, our net financial position 2 amounted to – 2,895 million euros (December 31, 2017: – 3,222 million euros). The change versus prior year was mainly due to the repayment of borrowings and to changes in free cash flow. Net financial position in million euros 2014 2015 2016 2017 2018 57 – 153 335 – 2,301 – 3,222 – 2,895 Financial position At 2,698 million euros, cash flow from operating activities in 2018 was higher versus the previous year (2,468 million euros). In addition to the higher operating profit, this was mainly due to lower outflows in respect of trade accounts pay- able, higher inflows relating to trade accounts receivable, and lower income tax payments. At 5.1 percent, net working capital 3 as a percentage of sales was slightly above the prior-year level (4.8 percent). The cash outflow in cash flow from investing activities (– 1,208 million euros) was below the figure of the prior-year period (– 2,451 million euros), mainly as a result of lower investments in subsidiaries and other business units. € – 2,895 m net financial position. 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 2 Cash and cash equivalents plus readily monetizable financial instruments classified as measured at fair value through profit or loss or through other comprehensive income, less borrowings, plus positive and less negative fair values of hedging transactions. 3 Inventories plus payments on account, receivables from suppliers and trade accounts receivable, less trade accounts payable, liabilities to customers, and current sales provisions. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationNet financial position in million euros 58 – 3,222 1 1,917 – 788 – 175 – 429 2 – 198 3 – 2,895 87 At December 31, 2017 Free cash flow Dividends paid Allocations to pension funds Payments for acquisitions Other At December 31, 2018 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 2 Including purchase of non-controlling interests with no change of existing control. 3 Primarily foreign exchange effects. Cash outflow in cash flow from financing activities was – 1,330 million euros compared to a cash outflow of – 412 mil- lion euros in the prior year. The figure was influenced by higher dividend payments and the repayment of borrowings. During the year under review we prematurely repaid our 1.1 billion US dollar syndicated bank loan and increased our commercial paper portfolio. The prior-year figure was greatly influenced by cash inflows resulting from a bond issuance. Cash and cash equivalents increased compared to December 31, 2017, by 144 million euros to 1,063 million euros. The increase in free cash flow to 1,917 million euros in 2018 (2017: 1,701 million euros) resulted from higher cash flow from operating activities and cash inflows under other changes in pension obligations following the reimbursement of pension payments. Higher capital expenditures on intangible assets and property, plant and equipment, including payments on account, had a countervailing effect. Financing and capital management Financing of the Group is centrally managed by Henkel AG & Co. KGaA. Funds are, as a general rule, obtained centrally and distributed within the Group. Our financial management is based on the financial ratios defined in our financial strategy (see table of key financial ratios on the next page). We pursue a conservative and flexible investment and borrowings policy with a balanced investment and financing portfolio. The pri- mary goals of our financial management are to secure the liquidity and creditworthiness of the Group, together with ensuring access at all times to the capital market, and to gener- ate a sustainable increase in shareholder value. Measures deployed in order to achieve these aims include optimization of our capital structure, adoption of an appropriate dividend policy, equity management and debt reduction. Our capital needs and capital procurement activities are coordinated to ensure that requirements with respect to earnings, liquidity, security and independence are taken into account and prop- erly balanced. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information88 In fiscal 2018, Henkel paid a higher dividend for both ordinary and preferred shares compared to 2017. Cash flows not required for capital expenditures, dividends and interest pay- ments were used for allocations to pension funds, to reduce our net debt and to finance acquisitions. We covered our short-term financing requirement primarily through commer- cial paper. Our multi-currency commercial paper program is additionally secured by a syndicated credit facility. Our credit rating is regularly reviewed by the two rating agen- cies Standard & Poor’s and Moody’s. As in previous years, our ratings remain within the “single A” target corridor, at A/A–1 (Standard & Poor’s) and A2/P1 (Moody’s). Both Standard & Poor’s and Moody’s continue to rate Henkel as investment grade, which is the best possible category. As of December 31, 2018, our borrowings totaled 4,175 million euros and mainly comprised bonds issued and commercial paper. Henkel’s financial risk management activities are explained in the risks and opportunities report on pages 107 to 118. Further detailed information on our financial instruments can be found in the financial instruments report on pages 179 to 202 of the notes to the consolidated financial statements. Key financial ratios Our operating debt coverage in the reporting period was above the minimum of 50 percent, as it was at year-end 2017. The interest coverage ratio has decreased to 56, still well above the minimum threshold of 9. Credit ratings 59 Key financial ratios Standard & Poor’s Moody’s Long term Outlook Short term A Stable A–1 At December 31, 2018 A2 Stable P1 Operating debt coverage (net income + amortization and depreciation, impairment and write-ups + interest element of pension obligations) / net borrowings and pension obligations Interest coverage ratio (EBITDA / interest result including interest element of pension obligations) Equity ratio (equity / total assets) 60 2017 1 2018 80.9 % 78.9 % 59.2 56.0 55.2 % 57.7 % 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information89 Employees Employees by organizational unit Our employees shape our company through their commit- ment, knowledge and skills. They are instrumental in driving our long-term success. We strive to foster a corporate culture that is agile, motivational and based on performance, to enable us to drive our 2020+ strategic priorities together. To achieve this goal, we create a modern and inspirational working envi- ronment where team spirit plays a key role – all of which builds on an open and appreciative leadership culture. We spe- cifically nurture our employees and support their personal development to strengthen their loyalty and motivation. Functions 15 % Beauty Care 17 % Laundry & Home Care 18 % At December 31, 2018 62 50 % Adhesive Technologies What makes Henkel special Everyone who works at Henkel moves in an environment char- acterized by its global nature and diversity. We are represented by around 53,000 employees (as at year-end 2018) with 120 dif- ferent nationalities operating in 78 different countries. At December 31, 2018, the number of employees had decreased compared to around 53,700 as of year-end 2017. The slight decline was due to synergies resulting from our acquisitions and ongoing adjustments in all business units. As an international company with numerous sites and three business units in the industrial and consumer business sec- tors, we offer a wide variety of career opportunities. Job rota- tions that transcend departmental and country boundaries give our managers the chance to gain a wealth of experience, to strengthen their intercultural skills and to build a broad net- work of contacts. We value diversity in our workforce. Women account for 34.7 percent of the managers in our company. Key here is the creation of the necessary framework conditions to enable our employees, male and female, to reconcile their careers with their personal lives. For years, the age structure of our employ- ees has remained constant and well balanced. We offer equal encouragement to all generations at Henkel and take different life phases into consideration. We want the diversity in our workforce to reflect the diversity in our customer structure. Women in management in percent Henkel Managers Top managers 1 2014 33.2 32.5 20.6 2015 33.6 33.1 21.1 2016 33.1 34.3 22.5 2017 34.3 34.5 23.2 63 2018 34.4 34.7 22.9 Payroll cost and average headcount 61 1 Corporate Senior Vice Presidents, management circles I and IIa. Payroll cost in million euros Average headcount 2017 3,167 2018 3,128 51,950 53,450 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information90 Energized and empowered teams The great importance we attach to our employees is firmly anchored in Henkel’s strategic priorities and values. We hold regular assessment meetings and provide open feedback to specifically promote the development of our people. As part of our globally standardized assessment process, our senior managers discuss both performance and potential with their respective employees. Individual training programs and possi- ble career moves are also discussed. We support our managers in these activities by providing digital HR systems that are being made increasingly available for mobile use. Our employees also embrace the opportunities offered by digi- talization, facilitating flexible working models and simplifying day-to-day work processes. In addition, we have created flexi- ble office landscapes to enable employees to select where they want to work when performing specific assignments. Employees by activity 64 Production and engineering 55 % Research and development 5 % Administration 15 % Marketing, selling and distribution 25 % At December 31, 2018 Recruiting, developing and retaining talents We constantly strive to recruit talents for Henkel that best fit our culture and objectives. Our local recruitment partners advise our departments and concern themselves individually with each of our applicants. We continue to focus particularly on actively addressing potential candidates through social networks. Our employees post aspects of their day-to-day work on our social media channels under #MyStory@Henkel, thus enabling us to provide ever better insights into our company. We place great importance on in-house training and profes- sional development. Our efforts include consideration of the various approaches to training at the local level. Henkel pro- vides 23 apprenticeship and dual-track study programs in Germany. In 2018, we welcomed 161 new apprentices and stu- dents who started working toward a professional qualification at Henkel in Germany. In selected emerging markets, we offer a range of trainee programs tailored specifically to the needs of the relevant country. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information91 To continue driving digital transformation within the com- pany, we are expanding our employee training and develop- ment programs for specific target groups. Tailored to a variety of job profiles, our employees have the chance to test their dig- ital knowledge. After completing an online test, employees are given individual recommendations for training programs to help them grow their knowledge base. We want to make sure all employees can participate in this program in the future and are gradually rolling it out throughout the company. Employees by age group 65 16–29 years 16 % 30–39 years 33 % 50–65 years 24 % At December 31, 2018 40–49 years 27 % Employees (At December 31) Western Europe Eastern Europe Africa / Middle East North America Latin America Asia-Pacific Total 2014 14,900 10,000 4,850 6,200 3,650 10,150 49,750 % 30.0 20.1 9.7 12.5 7.3 20.4 100.0 2015 14,900 9,800 4,700 6,250 3,500 10,300 49,450 % 30.2 19.8 9.4 12.7 7.1 20.8 100.0 2016 14,450 9,500 5,250 8,300 3,550 10,300 51,350 % 28.1 18.5 10.2 16.2 6.9 20.1 2017 14,750 9,950 4,750 9,050 5,500 9,700 % 27.5 18.5 8.8 16.9 10.2 18.1 2018 14,750 9,800 4,200 9,000 5,800 9,450 66 % 27.8 18.5 7.9 17.0 11.0 17.8 100.0 53,700 100.0 53,000 100.0 Basis: permanent employees excluding apprentices; figures rounded. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information92 Procurement We use externally sourced materials (raw materials, packaging and purchased goods) and services to produce our finished products. These items all fall under the general category of direct materials. Examples include washing-active substances (surfactants), adhesive components, cardboard boxes and external filling services. Aside from supply and demand, the prices of direct materials are mainly determined by the prices of the input materials used to manufacture them. The markets for raw materials were very volatile in 2018 in light of geopolitical events and rising price levels. Prices for crude oil and petrochemicals increased strongly up until the end of the third quarter before dropping significantly again in the final quarter. On average, prices for crude oil and petrochemicals were substantially higher year on year. Prices of corrugated paper and cardboard were also considerably higher on average compared to the prior year. Prices of natural oils, such as palm kernel oil, decreased considerably below the prior- year level over the course of 2018. Taken together, these price trends for input materials were among the reasons why the prices of direct materials increased moderately in 2018 compared to the prior year. Direct material expenditures amounted to 8.5 billion euros and were therefore more or less on a par with the prior year. Savings from our global procurement strategy and cost reduc- tion measures coupled with improvements in production and supply chain efficiency helped to offset the effects of rising material prices, higher sales volumes and acquisitions. Our five most important groups of raw materials within the direct materials category are washing-active substances (sur- factants), raw materials for use in hotmelt adhesives, water- and acrylic-based adhesive raw materials, raw materials for polyurethane-based adhesives, and inorganic raw materials. These account for 36 percent of our total direct material expen- ditures. Our five largest suppliers represent 13 percent of pur- chasing volume in direct materials. Within the category of indirect materials and services we procure items and inputs that are not directly used in the pro- duction of our finished products. Examples include mainte- nance materials, logistics, marketing and IT services. Although gross prices in these areas rose moderately in 2018, we were able to compensate for the increases through our global pro- curement strategy and structural cost reduction measures. At 5.2 billion euros, expenditure on indirect materials and services in 2018 was higher year on year due to higher volumes overall. In order to improve efficiency and secure material supplies, we continuously optimize our value chain while ensuring that we maintain or improve our level of quality. In addition to negotiating new, competitive contract terms, our ongoing ini- tiative to lower total procurement expenses is a major factor in the success of our global purchasing strategy. Together with 67 49 % Adhesive Technologies Material expenditures by business unit Beauty Care 16 % Laundry & Home Care 35 % At December 31, 2018 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information93 the three business units, Purchasing works continuously on reducing product complexity, optimizing the raw materials mix and further standardizing packaging and raw materials. We enter into long-term business relationships with selected suppliers to encourage the development of innovations, and to optimize manufacturing costs and logistics processes. At the same time, we ensure the risk of supply shortages is minimized. We also agree and implement individual targets with our strategic suppliers aimed at optimizing the supply of direct and indirect materials. We were able to increase the efficiency of our purchasing activities by further standardizing, automating and centralizing our procurement processes. In addition to making use of eSourcing tools to support our purchasing operations, we have pooled large portions of our purchasing administration activities – such as order and invoice processing, price data maintenance and reporting activities – within our Shared Service Centers. We are also continuously progressing the digitalization of our purchasing activities. We are constantly optimizing collaboration with our strategic suppliers through our digital communication platforms and increasing transpar- ency along the value chain through new digital applications. And we are increasingly using new technologies – such as robotics and artificial intelligence – to further improve our processes. In addition, we continued to integrate our production, logistics and purchasing activities across all business units in one integrated Global Supply Chain organization managed from its head office in Amsterdam and from a branch office in Singapore. Risk management is an important component of our purchasing strategy, especially against the backdrop of uncertainties with regard to supply security on the procurement markets and movements in raw material prices. The emphasis here is on reducing price and supply risks while maintaining consistently high quality. As part of our active price management approach, we employ a mix of strategies to safeguard prices over the longer term. These include both the use of contracts and, where appropriate and possible, financial hedging instruments. In order to minimize the risk of supplier default, we perform detailed risk assessments of suppliers to determine their financial stability and stipulate supplier default clauses. With the aid of an external, independent financial services provider, we continuously monitor important suppliers whose financial situation is regarded as critical. If a high risk of supplier default is identified, we systematically prepare back-up plans in order to ensure uninterrupted supply. Material expenditures by type 68 Purchased goods and services 17 % Raw materials 62 % Packaging 21 % At December 31, 2018 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information94 Production In 2018, Henkel manufactured products at 185 sites in 56 coun- tries. Our largest production facilities are located in Bowling Green, USA, and in Düsseldorf, Germany. We manufacture laundry detergents and household cleaners in Bowling Green. In Düsseldorf, we produce not only laundry detergents and household cleaners but also adhesives for consumers and craftsmen, and products for our industrial customers. Cooperation with toll manufacturers is an integral component of our production strategy, enabling us to optimize our pro- duction and logistics structures when entering new markets or when volumes are still small. We currently purchase around 10 percent in additional production tonnage from toll manu- facturers each year. Number of production sites Adhesive Technologies Beauty Care Laundry & Home Care Total 69 2018 141 11 33 185 2017 146 11 31 188 The Adhesive Technologies business unit continued to opti- mize its global production network in 2018 with manufactur- ing shared between 141 production sites around the world (prior year: 146). Business growth and rising demand in the emerging markets prompted capital expenditures on expand- ing capacity in these regions. At the same time, we invest in the implementation of customer-specific requirements and in the ongoing optimization of our production in the mature markets. In addition to cutting-edge technologies and the leveraging of additional cost and quality advantages in the manufacture of our products, we are also focusing on the fur- ther development of our production and warehousing network aligned to specific requirements. Following successful implementation at our site in Shanghai, China, we are taking our multi-technology structure to other new production sites. Various manufacturing technologies are combined cost-efficiently within a shared infrastructure at these sites. Our factory in India that started production during the year under review will be expanded to incorporate further technologies in 2019. We are also currently putting a new plant in Turkey into service. These sites are crucial to ensuring supply efficiency within the dynamically growing emerging market environment. We are continuing to drive the digitalization of our production to further improve service quality and raise manufacturing efficiency. At various production sites, we have expanded the recording of operating parameters, enabling us to network important data for better control of the entire logistics and production process from supplier through to the customer. The number of sites in our Beauty Care production network remained unchanged at 11. The sites acquired through acqui- sitions in Latin America and the USA have been integrated into our production network and are being successively expanded. To ensure long-term growth, we are investing in capacities and technologies – especially in emerging markets – based on our supply chain strategy. Within Eastern Europe, we have continued the expansion of our factory in Russia, thus further increasing production capacity in all three key technologies – hair colorants, liquid products and aerosols. We have also specifically increased capacity at sites in North America and Europe. Another focal point of the business unit is the further improve- ment of our delivery service to customers in a volatile market environment. By integrating our planning processes along the entire supply chain – from suppliers to production to the inter- face with our customers – we can improve our ability to predict customer needs. The implementation of various Industry 4.0 initiatives will also increase process transparency. The ability to Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information95 rapidly analyze big data can both speed up the decision- making process and make it more efficient. Pooling the purchasing, production and logistics activities of all business units in one Global Supply Chain organization enables us to develop our global processes more quickly. For all business units, we have the environmental management systems at numerous sites externally certified. By the end of 2018, 83 percent of our production volume was from sites certified to ISO 14001, the internationally recognized standard for environmental management systems. As a result of acquisitions, the production network in our Laundry & Home Care business unit grew by two to 33 sites in 2018. By expanding our production sites, we can align our capacity more closely to rising demand in growth categories. In 2018, we continued the successful integration of the pro- duction sites in North America, the Middle East and Africa that we had acquired through acquisitions in prior years. Further, the business unit implemented an innovative real-time reporting system at the global level to capture, consolidate and evaluate production parameters around the world, thus enabling prompt intervention and management of the relevant parameters. To continuously improve our customer service, we implemented numerous Industry 4.0 initiatives aligned to driving the digitalization of our production and distribution processes. In addition, all processes and structures along the entire supply chain are permanently monitored to ensure they are efficient and to achieve – through pro-active management – high levels of quality, agility, and production capacity utilization. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information96 71 58 % Adhesive Technologies Research and development R&D expenditures by business unit Beauty Care 16 % Laundry & Home Care 26 % At December 31, 2018 Expenditures by the Henkel Group for research and development (R&D) in fiscal 2018 increased year on year from 476 million euros to 484 million euros. Expressed as a percentage of sales, R&D expenses amounted to 2.4 percent (2017: 2.4 percent). Adjusted for restructuring expenses, R&D expenditures increased to 471 million euros. The ratio of adjusted expenses to sales was 2.4 percent (2017: 2.3 percent). In 2018, internal personnel expenses accounted for around 60 percent of total R&D spending. Our research and develop- ment costs were fully expensed; no product- or technology- related development costs were capitalized in accordance with International Financial Reporting Standards (IFRS). On an annual average, around 2,750 employees worked in research and development (2017: around 2,700). This corresponds to approximately 5 percent of the total workforce. Our teams are composed of natural scientists – predominantly chemists – as well as material scientists, engineers and technicians. R&D expenditures 1 in million euros 70 2014 2015 2016 2017 2018 413 478 463 476 484 Our investments and the capabilities of our highly qualified employees form the foundation on which the success of our R&D activities is built. We continue to focus on highly efficient innovations and steadily reducing our resource consumption while maintaining or improving performance. Our Open Inno- vation strategy ensures the successful integration of external partners in our project delivery. We are further expanding our corporate venture capital activities and place additional focus on the increased use of digitalization in research and development. Key R&D figures 72 R&D expenditures 1 (in million euros) R&D expenditures 1 (in percent of sales) Employees 2 (annual average) 2014 2015 2016 2017 2018 410 2.5 464 2.6 460 2.5 469 2.3 471 2.4 2,650 2,800 2,700 2,700 2,750 0 100 200 300 400 500 1 Including restructuring expenses of 3 million euros (2014), 14 million euros (2015), 3 million euros (2016), 7 million euros (2017), and 13 million euros (2018). 1 Adjusted for restructuring expenses. 2 Figures rounded. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information97 Strengthening research and development together The research and development experts in the three business units align their project portfolios to the specific needs of their individual businesses. They work together on fundamental processes, basic innovations, evaluation of partners for inno- vation, and on sustainability. The Research and Development Committee is responsible for Group-wide coordination. The business units continually exchange on innovations in common areas of knowledge. Activities in 2018 focused on dig- italization in research and development. They included the organization of international workshops, also with external experts involved. On the one hand, these focused on digital methods for acceleration, improving efficiency and optimiza- tion within product development, and – on the other – on spe- cific applications of digitalization in the utilization of product and service innovations. Open Innovation As our innovations come from both internal and external sources, the concept of Open Innovation holds great signifi- cance for us. Accordingly, we continue to intensify our efforts to involve external partners such as universities, research institutes and suppliers in many of our development projects. Corporate venture capital Henkel is striving to gain access to strategically relevant new technologies, applications and business models by partnering with, and investing in, start-ups with digital or technological expertise. In 2018, we further expanded our venture capital activities within the Henkel Ventures unit and strengthened our expertise by investing in start-up companies. Our investment in Circularity Capital, Scotland, has secured our access to new recycling and sustainability technologies. We have strengthened our portfolio of innovative surface technologies through investment in Dutch start-up Kriya Materials. Our investment in China Materialia gives us access to new technologies and applications in China, a key emerging market. We strengthened our consumer goods portfolio by investing in Partech, France. We also expanded our investment in the strategic growth area of laundry and dry cleaning services. In addition, Henkel has bought into a seed and growth fund in the USA to strengthen the exchange with relevant players in Silicon Valley and to identify potential new trends for Henkel. Henkel has similarly invested in firstmin- ute capital, a fund specializing in investments in early- stage technology start-ups in Europe. Research and development worldwide In addition to its central research laboratories, Henkel main- tains regional research and development sites in all regions around the world as hubs for innovative problem-solving. Worldwide research and development activities are managed globally by the business units. Research-intensive base tech- nologies are developed at a central location with optimal access to external resources. These basic technologies are applied in the regional research and development sites to customer- and market-specific innovations. At the same time, the research and development staff in the regional sites obtain information about specific problems for the next generation of innovations while working in close contact with markets and customers. The new base technologies needed for the rele- vant solutions are again developed centrally. The Adhesive Technologies business unit builds on its broad technology portfolio and extensive expertise to offer its cus- tomers comprehensive and tailored design and application support. The global network of research and development centers will grow in 2020 with the addition of an Innovation Center in Düsseldorf. This Innovation Center, for which the foundation stone was laid in 2018, will set new standards of technology-spanning cooperation among our experts and will strengthen collaboration with our customers. In addition, Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information98 Selected research and development sites 73 Madison Heights, USA Bridgewater, USA Stamford / Trumbull, USA Rocky Hill, USA Toronto, Canada Irvine, USA Guadalajara, Mexico Toluca, Mexico Bogotá, Colombia Düsseldorf, Germany Hamburg, Germany Heidelberg, Germany Moscow, Russia Dublin, Ireland Barcelona, Spain Dubai, United Arab Emirates São Paulo, Brazil Johannesburg, South Africa Shanghai, China Seoul, South Korea Tokyo, Japan Pune, India Sydney, Australia a center for our strategic 3D printing research program was opened in 2018 in Dublin, Ireland. This is just one example of our strategic innovation programs with long-term growth potential. With its acquisition of Zotos International Inc., the Beauty Care business unit has significantly expanded its research and devel- opment expertise in the field of hair care products in North America. Base technologies developed in the Competence Center in Europe form the springboard for product innovations in both our Hair Salon and Branded Consumer Goods businesses. These innovative formulation platforms are then adapted to local requirements and specific customer needs in regional test and development centers. In addition to our development centers in North America, Mexico, Colombia, China, Japan and South Africa, we have opened a test and development center in the United Arab Emirates to strengthen our research and devel- opment expertise in this growth region as well. We have revised the content and structure of the research and development activities in our Laundry & Home Care business unit to ensure we are even better prepared for future changes in markets and technologies. A new Advanced Technologies function has been established, pooling the research focusing on chemistry and biotechnology and integrating the various engineering teams. All our disruptive innovation development expertise from the various disciplines is thus now combined into one powerful unit. The Central Development function in Europe works closely with the regional development centers within a global network. Central Development provides the base technologies which the regional development centers in the USA, Mexico, Russia, South Korea, the United Arab Emir- ates and Australia then translate into product innovations for their specific markets. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information99 Contributing to sustainability Worldwide, growth and quality of life need to be decoupled from resource use and emissions. Our contribution here lies in the development of innovative products and processes that consume ever less resources while offering the same or better performance. It is therefore our ambition to ensure that all new products contribute to sustainable development in at least one of our six defined focal areas. These are systemati- cally integrated within our innovation process. Early on, our researchers must demonstrate the specific advantages of their project in regard to product performance, added value for our customers, resource efficiency, and social criteria. We thus aim to combine product performance and quality with social and environmental responsibility. Our focus in this respect is on three goals: The first is to continuously improve, in collab- oration with our suppliers, the sustainability profile of the raw materials we use. The second is to help our customers and con- sumers reduce their energy use and carbon dioxide emissions through our innovations. The third is to ensure that our pack- aging fulfills consumers’ performance expectations yet uses the least possible quantity of materials and the most sustainable solutions, and that it can be recycled once the product has been used. Life cycle analyses, profiles of potential raw materials and pack- aging materials, and our many years of experience in sustain- able development help us to identify and evaluate improvement opportunities right from the start of the product development process. A key tool in this respect is our Henkel Sustainability# Master®. This evaluation system centers around a matrix based on the individual steps in our value chain and on our six focal areas. It shows which areas are most relevant from a sustain- ability perspective, and allows a transparent and quantifiable comparison to be made between two products or processes. Patents and registered designs We hold around 9,600 patents to protect our technologies around the world. Nearly 5,950 patents are currently pending. And we have registered around 1,300 design patents to protect our intellectual property. Further information on our research and development activities can be found on our website www.henkel.com/brands-and-businesses Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information100 Marketing and distribution We put our customers and consumers at the center of what we do. We offer them maximum benefit, quality and service, together with attractive innovations of our brands and tech- nologies. With this we create sustainable value. The Adhesive Technologies business unit leads the global market with high-impact solutions. We operate in the globally specialized markets for adhesives, sealants and functional coatings, offering a comprehensive portfolio featuring groundbreaking innovations, tailor-made products and strong brands. Working in close partnership with our customers, we combine innovation and technology leadership to develop solutions that are essential components in industrial and consumer goods around the world. We develop the marketing strategies for our brands and tech- nologies at both the global and regional level. The measures derived from our planning are then implemented locally. Within our branding strategy, we consistently leverage our five global technology cluster brands in the industrial markets and our four brand platforms in the consumer business. Our customer base of around 130,000 direct industry and retail clients is managed primarily by our own sales teams, while our retail customers service the needs of private users, craftsmen and smaller industrial customers. Our team of more than 6,500 experts fosters long-term relation- ships with our customers and partners from nearly all manu- facturing sectors. In the process, we gain an in-depth under- standing of various applications across all markets. In light of the significant complexity of many of our solutions and tech- nologies, technical customer service and thorough user training are of key importance. Our global presence enables us to provide technical services to customers worldwide, as well as in-depth product training on site. In 2018, we laid the foundations for developing specific solutions in collaboration with our customers and making our inno- vations accessible as a tangible experience for our partners and customers around the globe: Between now and the end of 2020, we are building a new global Innovation Center at the site of our headquarters in Düsseldorf. On a floor area of approximately 50,000 square meters, more than 350 experts will further drive our innovation leadership – for and with global customers and partners. Our focus is on ensuring a positive experience for our customers whenever they seek contact, both personally and when they engage digitally with us. Our efforts range from our new web- site needs, and the further expansion of our Henkel Adhesives eShop, to the provision of additional digital services for meet- ings with customers. henkel-adhesives.com, which is closely aligned to customer In addition to digital communications, we strive to optimize our approach to consumers and craftsmen through the continued use of classic advertising coupled with measures to attract our target groups at the point of sale. Leveraging our close cus- tomer relationships and our comprehensive technical exper- tise, we continue to offer tailored solutions and innovative branded products that provide sustainable added value for our customers. Within the Beauty Care business unit, our focused portfolio of brands with unique, distinct brand equities forms the basis for leading, consumer-relevant innovations in our Branded Consumer Goods and Hair Salon businesses. We develop new products and launch strategies with as much global synergy as is possible, while implementing them as locally as is neces- sary. Through our customer and consumer proximity, we are able to identify global trends at an early stage and quickly respond to these on an individual basis with innovative prod- ucts. In consumer marketing, advancing digitalization along- side classic advertising and point-of-sale activities enables a Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information101 significant increase in media efficiency. With personalized 1:1 experiences, we target the right consumer group with the right message in the right environment, while also accelerating effi- cient re-targeting. We not only specifically choose which consumers we commu- nicate with and by what means, but also which sales channels are of strategic relevance for us. We leverage our category lead- ership positions both in brick-and-mortar retail and in the field of eCommerce, also adding value for our online custom- ers through our shopper knowledge and our expertise. Having already hosted more than 400 customer visits in our Beauty Care Lighthouse, which opened in Düsseldorf in 2012, we have been able to consistently intensify our customer focus. The Lighthouse offers our customers from around the world an interactive experience of all our beauty competences, with the focus very much on digitalization. We are committed also to close cooperation with our custom- ers in our Hair Salon business. Through our globally estab- lished Schwarzkopf Academies, we offer value-adding services in the form of state-of-the-art seminars and continuous train- ing opportunities, with the focus on the professional hair- dressers’ role as an entrepreneur. In the Laundry & Home Care business unit, we develop our global marketing strategies and product innovations for our strong laundry detergents and household cleaner brands. We then adapt these strategies and innovations to regional con- sumer needs and market conditions, and implement them at the local level. In doing so, we ensure central, efficient man- agement of our brands aimed at strengthening their cores and responding to our consumers’ desire for both functional bene- fits and emotional added value. We focus on an innovation process that enables us to recognize global consumer trends early on and to translate them quickly into new products. Digitalization is an issue of key importance in our marketing processes, as reflected in the ongoing implementation of digi- tal transformation measures in the business unit. One exam- ple of this is our data-driven marketing that enables us to identify consumer trends more efficiently and to align our media campaigns ever more closely to specific consumer groups. In harnessing new technologies such as the Internet of Things, we are driving the further development of our brands in the digital environment and adding value for our consumers. Laundry & Home Care enters into strategic partnerships with its top customers aimed at delivering long-term and mutually profitable growth. The business unit focuses on five areas: innovation, shopper marketing, digitalization, eCommerce, sustainability, and supply chain. For example, we conduct sur- veys to examine digital shopping behaviors, and accumulate expert knowledge. This then serves as the basis for developing customized solutions for the specific requirements of our partners, for identifying shared value-adding potential, and for advising our partners on the development of strategies across all the various sales channels. The Global Experience Center – our customer center – in Düssel- dorf helps us to further deepen our relationships with custom- ers. More than 270 customers have already visited the Center, using all their senses to explore the latest trends, products and sustainability concepts in the field of Laundry & Home Care. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information102 The importance of sustainability in our relationships with customers and consumers continues to grow in all three business units. Our customers expect their suppliers to ensure compliance with global environmental, safety, and social standards. Our standards and management systems, our many years of experience in sustainability reporting, and excellent appraisals by external rating agencies all help us to convince our audience of our credentials in this domain. Moreover, the credible implementation of our sustainability strategy strengthens both our brands and the reputation of our company in the marketplace. With decades of experience in aligning our activities to sustainable development, we are able to position ourselves as a leader in the field and as a partner able to offer our customers future-capable solutions. Also here, we cooperate closely with our customers in trade and industry. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])* 103 The annual financial statements of Henkel AG & Co. KGaA have been prepared in accordance with the rules and regulations of the German Commercial Code [HGB] and the German Stock Corporation Act [AktG]. Deviations from the International Financial Reporting Standards (IFRSs) applicable to the Group arise particularly with respect to the methods of recognition and measurement of intangible assets, financial instruments and provisions. The net assets, financial position and results of operations of Henkel AG & Co. KGaA are influenced both by its own operat- ing activity and by the operating activity of its subsidiaries on the basis of their dividend distributions. Thus the financial situation of Henkel AG & Co. KGaA generally corresponds to that of the Group as a whole, which is discussed in the section “Review of overall business performance” on page 71. Operational activities Henkel AG & Co. KGaA is operationally active in the three busi- ness units Adhesive Technologies, Beauty Care and Laundry & Home Care, as well as being the parent company of the Henkel Group. As such it is responsible for defining and pursuing Henkel’s corporate objectives and also for the management, control and monitoring of Group-wide activities, including risk management and the allocation of resources. As of year- end 2018, some 8,200 people were employed at Henkel AG & Co. KGaA. The operating business of Henkel AG & Co. KGaA represents only a portion of the business activity of the entire Henkel Group and is managed across the Group by the business units, particularly on the basis of the performance indicators: organic sales growth, adjusted return on sales (EBIT) and adjusted earn- ings per preferred share. Only the Group approach can provide complete insight into these key financials (see the discussion of the management system and performance indicators applicable to the Henkel Group on page 68). Results of operations Sales and profits At 3,641 million euros, sales of Henkel AG & Co. KGaA in 2018 were on a par with the previous year. This figure is consistent with our guidance for 2018. Despite a lower financial result, Henkel AG & Co. KGaA was able to meet its forecast of flat to slightly higher unappropriated profit. The lower financial result was mainly attributable to lower income generated with the plan assets. The Adhesive Technologies business unit achieved sales of 1,045 million euros in 2018. This good sales growth versus prior year is attributable to developments in our Industrial Adhesives business areas, which also benefited from the merger of a German subsidiary. Sales in the Adhesives for Con- sumers, Craftsmen and Building business area were still adversely affected by the sale of the professional Western European building material business back in 2017. * The full financial statements of Henkel AG & Co. KGaA with the auditor’s unqualified opinion are filed with the commercial register and accessible on the internet at www.henkel.com/reports. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information104 Expense items Compared to 2017, cost of sales increased by 41 million euros to 2,636 million euros, mainly as a result of higher scheduled depreciation in the wake of mergers and increased royalties and licensing fees paid to affiliated companies. Gross margin decreased by – 1.1 percentage points to 27.6 percent. At 541 million euros, marketing, selling and distribution expenses were below the prior-year figure of 571 million euros. The proportion of sales was 14.8 percent, which was 0.9 per- centage points down compared to the level of 2017. Compared to 2017, administrative expenses increased by 20 million euros to 252 million euros. Their ratio to sales increased by 0.5 percentage points to 6.9 percent. Expenditures for research and development increased in the reporting period by 25 million euros to 336 million euros. The proportion of sales rose accordingly compared to 2017, by 0.7 percentage points to 9.2 percent. Restructuring expenses of 40 million euros, included in the expense items mentioned, were higher compared to 2017 (31 million euros). Condensed income statement in accordance with the German Commercial Code [HGB] in million euros Sales Cost of sales Gross profit Marketing, selling, distribution and administrative expenses Research and development expenses Other operating income / expenses Operating profit Financial result Income before tax Taxes on income Net income Profit brought forward Unappropriated profit 2017 3,637 – 2,595 1,042 – 803 – 311 193 121 1,070 1,191 – 85 1,106 330 1,436 74 2018 3,641 – 2,636 1,005 – 793 – 336 210 86 903 989 – 64 925 664 1,589 The Beauty Care business unit achieved sales of 510 million euros in 2018. The slight decrease year on year was mainly due to fiercer competitive and price pressures. The Laundry & Home Care business unit generated sales of 970 million euros in 2018, thus exceeding the figure for 2017. Good performance by our top brands contributed substantially to this strong sales result. Sales in the Corporate segment decreased from 1,158 million euros in 2017 to 1,116 million euros in 2018, mainly due to lower royalties and licensing fees from affiliated companies. The operating profit of Henkel AG & Co. KGaA declined by 35 mil- lion euros versus 2017, to 86 million euros, mainly due to lower royalties and licensing fees and the non-recurring effect of switching to the Heubeck 2018 G mortality tables to evaluate the company’s pension obligations. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information105 Condensed balance sheet in accordance with the German Commercial Code [HGB] 75 in million euros 12/31/2017 12/31/2018 Other operating income / expenses In 2018, other operating result, at 210 million euros, was higher compared to the prior-year period (193 million euros). Year on year, other operating income increased by 19 million euros to 297 million euros in 2018, mainly as a result of income generated from recharging costs to affiliated compa- nies. At 87 million euros, other operating expenses in 2018 were more or less on a par with the prior-year figure of 85 million euros. Financial result Intangible assets and property, plant and equipment Financial assets Non-current assets Inventories Receivables and miscellaneous assets Marketable securities Liquid funds Current assets Deferred income Assets arising from the overfunding of pension obligations Total assets Equity The financial result decreased from 1,070 million euros in 2017 to 903 million euros in 2018. The decrease is substantially attributable to lower securities prices and the resulting lower returns on financial investments held as plan assets. Special accounts with reserve element Provisions Liabilities / deferred charges Total equity and liabilities 1,032 13,365 14,397 14 1,963 4 84 2,065 28 419 16,909 6,823 84 712 9,290 16,909 1,378 13,190 14,568 13 1,660 4 335 2,012 40 107 16,727 6,956 79 589 9,103 16,727 Taxes on income In 2018, taxes on income amounted to – 64 million euros fol- lowing – 85 million euros in 2017. Result for the year Net income amounted to 925 million euros and was therefore below the 2017 result of 1,106 million euros. The decrease was mainly attributable to the lower financial result in 2018. Net assets and financial position As of December 31, 2018, the total assets of Henkel AG & Co. KGaA decreased compared to year-end 2017 by 182 million euros to 16,727 million euros. Non-current assets increased to 14,568 million euros, a rise of 171 million euros compared to 2017. The increase in intangible assets and property, plant and equipment was mainly due to the acquisition of a new technology for developing innovative products and to additions resulting from a merger between two subsidiaries. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information106 Current assets decreased in 2018 from 2,065 million euros to 2,012 million euros, partly due to lower current receivables from affiliated companies. At 107 million euros, overfunding from offsetting plan assets against pension obligations was lower year on year. The reduc- tion was mainly due to the negative performance of the pen- sion fund assets. Equity increased from 6,823 million euros to 6,956 million euros. Provisions decreased by 123 million euros to 589 million euros. The balance of pension obligations and plan assets is reported in assets due to overfunding. For details of issued capital and treasury stock, please refer to the disclosures in the notes to the consolidated financial state- ments of Henkel AG & Co. KGaA. Liabilities and deferred charges decreased in 2018 by a total of 187 million euros versus 2017, following repayment of the syn- dicated bank loan and redemption of a euro bond. The increase in commercial paper – issued primarily to repay the bank loan – had a countervailing effect. For an overview of the financing and capital management of Henkel AG & Co. KGaA, please refer to the information relating to the Henkel Group on pages 87 and 88. Risks and opportunities The business performance of Henkel AG & Co. KGaA is essen- tially subject to the same risks and opportunities as that of the Henkel Group. With respect to the risks of its subsidiaries, Henkel AG & Co. KGaA is generally exposed in proportion to its shareholding in each case. Due to the different discount rates for pension obligations under the German Commercial Code [HGB] and IFRS, the con- clusion drawn from the risk assessment for the separate finan- cial statements of Henkel AG & Co. KGaA differs from that of the Group. We assess the potential financial impact of this risk for Henkel AG & Co. KGaA as “major.” Additional information regarding risks and opportunities and the risk management system can be found on the following pages 107 to 118. Forecast The performance of Henkel AG & Co. KGaA in its function as an operating holding company is influenced primarily by the development and dividend distributions of the companies in which it has shareholdings. We expect sales in 2019 to be on a par with the figure for 2018. The performance reported for the Group also impacts Henkel AG & Co. KGaA through dividend payments from subsidiaries. Assuming steady development of the financial result, we expect the unappropriated profit gen- erated in 2019 by Henkel AG & Co. KGaA to be flat. This will enable our shareholders to participate to a reasonable extent in the Group’s net income, with retained earnings also avail- able for utilization if necessary. The forecast for the Henkel Group can be found on pages 119 and 120. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information107 Risks and opportunities report Risks and opportunities In the pursuit of our business activities, Henkel is exposed to multiple risks inherent in the global market economy. We deploy an array of effective monitoring and control systems aligned to identifying risks at an early stage, evaluating the exposure, and introducing effective countermeasures. We have incorporated these instruments within a risk management system as described below. Entrepreneurial activity also involves identifying and exploiting opportunities as means of securing and extending the corpora- tion’s competitiveness. The reporting aspect of our risk manage- ment system, however, does not encompass entrepreneurial opportunities. Early and regular identification, analysis and exploitation of opportunities are performed at the Group level and within the individual business units. This is a fundamental component of our strategy. We perform in-depth analysis of the markets and our competitors, and study the relevant cost vari- ables and key success factors. Risk management system The risk management system at Henkel is integrated into the comprehensive planning, controlling, and reporting systems used in the subsidiaries, in the business units, and at Group level. Our early warning system and Internal Audit function are also important components of our risk management sys- tem. Within the corporate governance framework, our internal control and compliance management systems support our risk management capability. The risk reporting system encom- passes the systematic identification, evaluation, documenta- tion and communication of risks. We have defined the princi- ples, processes and responsibilities relating to risk manage- ment in a corporate standard that is binding on the Henkel Group. With the continuous development of our corporate standards and systems, we take into account updated findings. Within our risk strategy framework, the assumption of calcu- lated risk is an intrinsic part of our business. However, risks that endanger the existence of the corporation must be avoided. When it is not possible to avoid these critical risks, they must be reduced or transferred, for example through insurance. Risks are controlled and monitored at the level of the subsidiaries, the business units, and the Group. Risk management is thus performed with a holistic, integrative approach to the systematic handling of risks. We understand risks as potential future developments or events that could lead to negative deviations from our guid- ance. Risks with a probability of occurrence of over 50 percent are taken into account in our guidance and short-term plan- ning. As a rule, we estimate risks for the one-year forecast period. The annual risk reporting process begins with identifying material risks using checklists based on defined operating (for example procurement and production) and functional (for example information technology and human resources) risk categories. We evaluate the risks in a two-stage process accord- ing to the probability of occurrence and potential loss. Included in the risk report are risks with a loss potential of at least 1 million euros or 10 percent of the net external sales of a country, where the probability of occurrence is considered greater than zero. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information108 The first step entails determining gross risk to the extent that this is possible. We then calculate the net risk, taking counter- measures into account. Initially, risks are compiled on a decentralized, per-country basis, with the assistance of regional coordinators. The locally collated risks are then ana- lyzed by experts in the business units and corporate functions. In particular areas such as Corporate Treasury, risks are deter- mined with the support of sensitivity analyses including value-at-risk computations. Risk analyses are then prepared for the respective executive committees of the business units and corporate functions, and finally assigned to an area- specific risk inventory. The risk situation is subsequently reported to our Compliance & Risk Committee, the Management Board and the various oversight boards. Material unforeseen changes are reported immediately to the CFO and the Compli- ance & Risk Committee. Corporate Accounting is responsible for coordinating the overall process and analyzing the inven- toried exposures. The risk reporting process is supported by internet-based soft- ware which ensures transparent communication throughout the entire Group. Our Internal Audit function regularly reviews the quality and efficiency of our risk management system. Within the framework of the 2018 audit of our annual financial statements, our external auditor examined the structure and function of our risk early warning system in accordance with Section 317 (4) German Commercial Code [HGB], and con- firmed its compliance. The following describes the main features of the internal con- trol and risk management system in relation to our accounting processes, in accordance with Section 315 (2) No. 5 HGB. Corresponding with the definition of our risk management system, the objective of our accounting processes lies in the identification, evaluation and management of all risks that jeopardize the regulatory preparation of our annual and con- solidated financial statements. Accordingly, the internal con- trol system’s function is to implement relevant principles, pro- cedures and controls so as to ensure the financial statement closing process is regulatory compliant. Within the organiza- tion of the internal control system, the Management Board assumes overriding responsibility at Group level. The duly coordinated subsystems of the internal control system lie within the responsibility of the Corporate Accounting, Con- trolling, Corporate Treasury, Compliance and Regional Finance functions. Within these functions, there are a number of inte- grated monitoring and control levels. These are assessed by regular and comprehensive effectiveness tests performed by our Internal Audit function. Of the multifaceted control pro- cesses incorporated into the accounting process, several are important to highlight. The basis for all our accounting processes is provided by our corporate standard “Accounting,” which contains detailed accounting and reporting instructions covering all material circumstances, including clear procedures for inventory valua- tion or how transfer prices applicable for intra-group transac- tions should be determined. This corporate standard is bind- ing on the entire Group and is regularly updated and approved by the CFO. The local Presidents and Heads of Finance of all consolidated subsidiaries must confirm their compliance with this corporate standard on an annual basis. Further globally binding procedural instructions affecting our accounting practice are contained in our corporate standards “Treasury” and “Investments.” Through appropriate organiza- tional measures in conjunction with restrictive access to our information technology, we ensure segregation of duties in our accounting systems between transaction entry on the one hand, and checking and approval on the other. Documentation relating to the operational accounting and closing processes ensures that important tasks – such as the reconciliation of receivables and payables on the basis of account balance con- firmations – are clearly assigned. Additionally, binding autho- rization regulations exist governing the approval of contracts, credit notes and the like, with strict adherence to the principle Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information109 of dual control as a mandatory requirement. This is also stipu- lated in our Group-wide corporate standards. The significant risks for Henkel and the corresponding con- trols with respect to the regulatory preparation of our annual and consolidated financial statements are collated in a central documentation pack. This documentation is reviewed and updated annually by the respective process owners. The estab- lished systems are also regularly reviewed to determine their improvement and optimization potential. We consider these systems to be appropriate and effective. for compliance and reliability. After all consolidation steps have been completed, the consolidated financial statements are prepared by Corporate Accounting in consultation with the specialist departments. Preparation of the combined manage- ment report is coordinated by Investor Relations in coopera- tion with each business unit and corporate function. The Man- agement Board then compiles the consolidated financial state- ments and annual financial statements of Henkel AG & Co. KGaA, and the combined management report for Henkel AG & Co. KGaA and the Group, and subsequently presents these doc- uments to the Supervisory Board for approval. The accounting activities for subsidiaries included in the con- solidated financial statements are performed either locally by the subsidiary or through a Shared Service Center, taking the aforementioned corporate standards into account. The indi- vidual subsidiaries’ financial statements are transferred to our central consolidation system and checked at corporate level Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther informationMajor risk categories Risk category Operating risks Procurement market risks Production risks Macroeconomic and sector-specific risks Functional risks Financial risks Credit risk Liquidity risk Currency risk Interest rate risk Risks from pension obligations Legal risks IT risks Personnel risks Risks in connection with brand image or reputa- tion of the company Environmental and safety risks Business strategy risks Probability Moderate Moderate High Low Low Moderate Moderate High Low Low Moderate Low Low Moderate 110 Potential financial impact 76 Major Major Major Major Minor Major Minor Minor Major Major Moderate Major Major Moderate Classification of risks in ascending order 77 Major risk categories Probability Low Moderate High Potential financial impact Minor Moderate Major 1 – 9 % 10 – 24 % ≥ 25 % 1 – 49 million euros 50 – 99 million euros ≥ 100 million euros Risks are presented from a net perspective, i.e. with their respective mitigation measures taken into account. Operating risks Procurement market risks Description of risk: We expect year on year price increases for direct materials in our procurement markets to be in a low sin- gle-digit range in 2019. Due to geopolitical, global economic, and climatic uncertainties, we expect prices to fluctuate in the course of the year. This may lead to raw material price trends that are unfavorable for Henkel but cannot always be passed Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information 111 on in full. We therefore see risks arising beyond the forecasted increase in a low single-digit range in relation to important raw materials and packaging materials. The segments in the industrial goods sector are affected to a greater extent by these price risks than the individual seg- ments in the consumer goods sector. Additional price and sup- ply risks exist due to possible demand- or production-related shortages in the procurement markets. Furthermore, contin- ued major volatility can be expected from global economic, geopolitical and climate risks, which could lead to rising mate- rial prices and supply shortages. Measures: The measures taken include active supplier portfo- lio management through our globally engaged, cross-divi- sional sourcing capability, together with strategies aimed at securing price and volume both through contracts and, where appropriate and possible, through financial hedging instru- ments (for more information about financial hedging instru- ments, please refer to the notes to the consolidated financial statements, page 202). Furthermore, we work in interdisciplin- ary teams within Research and Development, Supply Chain Management and Purchasing on devising alternative formula- tions and packaging forms so as to be able to respond flexibly to unforeseen fluctuations in raw material prices. We also avoid becoming dependent on individual suppliers to better secure the constant supply of the goods and services that we require. Finally, close collaboration with our strategic suppli- ers plays an exceptionally important role in our risk manage- ment. Further details regarding the assessment of supplier financial stability can be found in the section on “Procure- ment” on pages 92 and 93. The basis for our risk management approach is provided by a comprehensive procurement infor- mation system aimed at ensuring permanent transparency with respect to our purchasing volumes. Impact: Moderate probability rating, possible major impact on our earnings guidance. Production risks Description of risk: Henkel faces production risks in the event of low capacity utilization due to volume decreases and unplanned operational interruptions, especially at our single- source sites. Measures: We can offset the negative effects of possible pro- duction outages through flexible production control and, where economically viable, insurance policies. Such produc- tion risks are minimized by ensuring high employee qualifica- tion, clearly defined safety standards, and regular plant and equipment maintenance. Capital expenditure decisions on property, plant and equipment are made in accordance with defined, differentiated responsibility procedures and approval processes. They incorporate all relevant specialist functions and are regulated in an internal corporate standard. Invest- ments are analyzed in advance on the basis of detailed risk aspects. Further audits accompanying projects provide the foundation for project management and risk reduction. Impact: Moderate probability rating, possible major impact on our earnings guidance. Macroeconomic and sector-specific risks Description of risk: We remain exposed to macroeconomic risks emanating from the uncertainties of the current geopo- litical and economic environment. We currently see geopoliti- cal risk arising in connection with a further increase in the number of conflict zones. The forthcoming departure of the United Kingdom from the European Union (“Brexit”) poses risks to our business, for example through a potential weaken- ing of the economy. The impacts of the global trade conflicts are also jeopardizing the global economic climate. A decline in the macroeconomic environment poses a risk to the industrial sector in particular. A downturn in consumer spending is rele- vant for the consumer goods segments. A further significant risk is posed by an increasingly competitive environment, as this could result in stronger price and promotional pressures Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information112 in the consumer goods sector. As consolidation in the retail sector continues and private labels occupy a growing share of the market, crowding-out competition in the consumer goods sector could intensify. The risk of product substitution inher- ent in this could, in principle, affect all business units. Tech- nological change associated with digitalization may involve risks for the success of our products and processes. Measures: We focus on continuously strengthening our brands (see separate risk description on pages 115 and 116) and consistently developing further innovations. We consider innovative products and processes to be a significant success factor for our company, enabling us to differentiate ourselves from the competition. We also pursue specific sales and mar- keting initiatives, for example advertising and promotional activities. Here, again, driving digitalization is of key impor- tance. One example of this is the specific marketing of our products on a dedicated eCommerce platform for our industry customers (further details can be found in the section on mar- keting and distribution on pages 100 to 102). In addition, we have the capability to react quickly to potential sales declines through flexible production control. Moreover, we have formed interdisciplinary task forces – in connection with Brexit, for example – to enable early identification and specific mitigation of the risks. Impact: High probability rating, possible major impact on our sales and earnings guidance. Functional risks Financial risks Description of risk: Henkel is exposed to financial risk in the form of credit risks, liquidity risks, currency risks, interest rate risks, and risks arising from pension obligations. For the description of credit risks, liquidity risks, currency risks and interest rate risks, please refer to the notes to the consolidated financial statements on pages 192 to 202. For the risks arising from our pension obligations, please see pages 170 to 173. Measures: Risk-mitigating measures and the management of these risks are also described in the notes to the consolidated financial statements on the pages mentioned. Impact: We classify financial risks as follows: • Credit risk with a low probability of a major impact on our earnings guidance • Liquidity risk with a low probability of a minor impact on our earnings guidance • Currency risk with a moderate probability of a major impact on our earnings guidance • Interest rate risk with a moderate probability of a minor impact on our earnings guidance • Risks arising from our pension obligations with a high prob- ability of a minor impact on our earnings guidance, and with a moderate probability of a major impact on our equity Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information 113 Legal and regulatory risks Description of risk: As a globally active corporation we are exposed, in the course of our ordinary business activities, to a range of risks relating to litigations and other actions, including government agency proceedings in which we are currently involved or may become involved in the future. These risks arise, in particular, in the fields of product liability, product deficiency, competition and cartel law, infringement of propri- etary rights, patent law, tax law, environmental protection and legacy remediation. We cannot rule out the likelihood of nega- tive rulings on current litigations and further litigations being initiated in the future. Legal uncertainty in some regions could also limit our ability to assert our rights. Our business is subject to various national rules and regulations and – within the European Union (EU) – increasingly to harmo- nized laws applicable throughout the EU. In addition, some of our operations are subject to rules and regulations derived from approvals, licenses, certificates or permits. Our manufacturing operations are bound by rules and regulations with respect to the registration, evaluation, usage, storage, transportation and handling of certain substances and also in relation to emissions, wastewater, effluent and other waste. The construction and operation of production facilities and other plant and infra- structure are governed by framework rules and regulations, including those relating to legacy remediation. Product-specific regulations of relevance to us relate in particular to ingredients and input materials, safety in manufacturing, the handling of products and their contents, and the packaging and marketing of these items. The control mechanisms include statutory mate- rial-related regulations, usage prohibitions or restrictions, pro- cedural requirements (test and inspection, identification mark- ing, provision of warning labels, etc.), and product liability law. Violation of such regulations may lead to legal proceedings or compromise our future business activities. Amendments to the aforementioned regulations and further changes to the regulatory environment in our relevant markets could influence our business activities and thus adversely affect our assets, financial position and results of operations. Such changes might involve import and export controls, customs or other trade regulations, or pricing and foreign exchange restrictions. Equally, as a globally active company, we maintain business relations with customers in countries that are subject to export control legislation, embargoes, economic sanctions or other forms of trade restriction. Changes to these regulations, new or extended sanctions, or corresponding initiatives by institu- tional investors or non-governmental organizations may result in restrictions being imposed on our business activities in these countries or, indirectly, in other countries, or may prevent us from acquiring or keeping customers and suppliers. Measures: Our internal standards, guidelines, codes of con- duct, and training measures are geared to ensuring compliance with the aforementioned statutory requirements and, for exam- ple, safeguarding our manufacturing facilities and products. These requirements have also been incorporated into our man- agement systems and are regularly audited. This includes the early monitoring and evaluation of relevant statutory and regu- latory requirements and changes. Ensuring compliance with laws and regulations is an integral component of our business processes. This includes the early monitoring and evaluation of relevant statutory and regulatory requirements and changes. Henkel has further established a Group-wide compliance organization with locally and region- ally responsible compliance officers led by a globally responsi- ble General Counsel & Chief Compliance Officer (details can be found in the corporate governance report on pages 26 to 42). In addition, our corporate legal department maintains constant contact with local counsel. Current proceedings and potential risks are recorded in a separate reporting system. For certain legal risks, we have concluded insurance policies that are stan- dard for the industry and that we consider to be appropriate. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information114 However, the outcome of proceedings is inherently difficult to foresee, especially in cases in which the claimant is seeking substantial or unspecified damages. In view of this, we are unable to predict what obligations may arise from such litiga- tions. Consequently, major losses may result from litigations and proceedings that are not covered by our insurance policies or provisions. Potential damage to our reputation is not covered by insurance, nor is there any guarantee that Henkel will acquire adequate insurance cover at reasonable terms and conditions in future. Impact: Low probability rating, possible major impact on our earnings guidance. Information technology risks Description of risk: Information technology has strategic sig- nificance for Henkel. Our business processes rely to a great extent on internal and external IT services, applications, net- works, and infrastructure systems. The failure or disruption of critical IT services and the manipulation or loss of data consti- tute material risks for Henkel. The failure or disruption of important IT services can impair critical business processes. The loss of confidential data, for example formulations, cus- tomer information or price lists, could put us at a disadvantage with our competitors. Henkel’s reputation could also be dam- aged by such loss. Measures: The technical and organizational safeguards for protecting information at Henkel are based on the interna- tional standards ISO 27001 and 27002. Major components include the classification of information, business processes, IT applications, and IT infrastructure safeguards with respect to confidentiality, availability, integrity and data protection requirements, as well as measures for mitigating risk. In addi- tion, Henkel has put technical and organizational measures in place to prevent, discover and defeat cyber attacks. Henkel maintains regular contact with other major corporations to enable the early detection of threats and implementation of effective countermeasures. Our critical business processes operate through redundantly configured systems designed for high availability. Our data backup procedures reflect best engineering practice. We regu- larly review our restore and disaster recovery processes. We develop our systems using proven project management and program modification procedures. Access to buildings and areas containing IT systems, as well as user authorizations for our information systems, are limited to the minimum level necessary. For critical business pro- cesses, the required segregation of duties is enforced by tech- nological means. Our IT services are protected against unauthorized external access and are consistently kept up to date. We instruct and train our employees in the proper and secure use of information systems as part of their regular duties. The implementation of our security measures is continually reviewed by our Internal Audit function, other internal depart- ments, and independent third parties. Impact: Low probability rating, possible major impact on our earnings guidance. Personnel risks Description of risk: The motivation and the qualification of our employees are key drivers of Henkel’s business success. Therefore, it is strategically important to attract highly quali- fied professionals and executives and ensure they stay with the company. In selecting and employing talent, we compete globally for qualified professionals and executives. In many of our markets, we see clear signs of increasingly tough competi- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information115 tion for the most talented professionals and the impacts of demographic change. These developments expose us to the risk of losing valuable employees or of being unable to recruit relevant qualified professionals and executives. Measures: We combat the risk of losing valuable employees through specifically devised personnel development programs and incentive systems. Supporting this is an established, thor- ough annual review process from which we derive individu- ally tailored and future-viable qualification programs as well as performance-related remuneration systems. Further areas of our HR management focus include a global health manage- ment system and support for flexible work models to ensure better work-life flexibility. We reduce the risk of not being able to recruit qualified profes- sionals and executives by expanding our employer branding initiatives and through targeted cooperation with colleges and universities in all regions where we conduct business. Our attractiveness as an employer is reinforced by our focus on promoting talent and specialized development programs. Further information relating to our employees can be found on pages 89 to 91. Impact: Moderate probability rating, possible moderate impact on our earnings guidance. Risks in connection with the brand image or reputation of the company Description of risk: As a globally active corporation, Henkel is exposed to potential damage to the reputation of its corpo- rate brand or the image of Henkel’s product brands – particu- larly in the consumer goods sector – in the event of negative reports in the media, including social media. These could lead to a negative impact on sales. Measures: We minimize these risks through the measures described under legal and regulatory risks (see pages 113 and 114). These are designed to ensure that our production facili- ties and products are safe. We also pursue a policy of pro- active public relations management that serves to reinforce the reputation of our corporate brand and individual product brands. These measures are supported by a global communica- tion network, and international and local crisis management systems with regular training sessions and crisis response planning. Impact: Low probability rating, possible major impact on our sales and earnings guidance. Environmental and safety risks Description of risk: Henkel is a global manufacturing corpo- ration and is therefore exposed to risks pertaining to the envi- ronment, safety, health, and social standards, manifesting in the form of personal injury, physical damage to goods, and reputational damage. Soil contamination and the associated remediation expense, as well as leakage or other technical fail- ures, could give rise to direct costs for the corporation. Fur- thermore, indirect costs such as fines, claims for compensa- tion or reputational damage may also be incurred. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information116 Measures: We minimize these risks through the measures described under legal and regulatory risks (see pages 113 and 114), and through our auditing, advisory and training activi- ties. We continually update these preventive measures in order to properly safeguard our facilities, assets and reputa- tion. We ensure compliance with high technical standards, rules of conduct, and relevant statutory requirements as a fur- ther means of preserving our assets, and make sure that our corporate values – one of which is sustainability – are put into practice. Impact: Low probability rating, possible major impact on our earnings guidance. Business strategy risks Description of risk: Business strategy risks can arise from our expectations for internal projects, acquisitions and strategic alliances failing to materialize. The associated capital expendi- tures may not generate the originally anticipated value added due to internal or external influences. Individual projects could also be delayed or even halted by unforeseen events. Measures: We combat these risks through comprehensive project management. We limit exposure through financial via- bility assessments in the review, decision, and implementa- tion phases. These assessments are performed by specialist departments, assisted by external consultants where appropri- ate. Project transparency and control are supported by our management systems. Impact: Moderate probability rating, possible moderate impact on our earnings guidance. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information117 Impact: We classify financial opportunities as follows: • Currency opportunities with a moderate probability of a major impact on our earnings guidance • Interest rate opportunities with a moderate probability of a minor impact on our earnings guidance • Opportunities arising from our pension obligations with a low probability of a minor impact on our earnings guidance, and with a moderate probability of a major impact on our equity Acquisition opportunities Description of opportunities: Acquisitions are a key compo- nent of our strategy. Impact: Large acquisitions could have a major impact on our earnings guidance. Research and development opportunities Description of opportunities: Opportunities arising from our extensively continuous innovation process are a key com- ponent of our strategy and are already accounted for in our guidance. There are additional opportunities in the event of product introductions that exceed our expectations of market acceptance, and in the development of exceptional innova- tions that have not yet been taken into account. Impact: Innovations arising from future research and devel- opment could have a major impact on our sales and earnings guidance. Major opportunity categories Entrepreneurial opportunities are identified and evaluated at Group level and in the individual business units, and duly incorporated into the strategy and planning processes. We understand the opportunities presented in the following as potential future developments or events that could lead to a positive deviation from our guidance. We also assess the prob- abilities of price-related procurement market and financial opportunities. Procurement market opportunities Description of opportunities: Countervailing the procure- ment market risks listed on pages 110 and 111, opportunities may also arise in which the influencing factors described in this section develop in a direction that is advantageous to Henkel. Impact: Low probability rating, possible major impact on our earnings guidance. Macroeconomic and sector-specific opportunities Description of opportunities: Additional business opportu- nities would arise if the uncertain geopolitical and macroeco- nomic situation in some regions, or the economic conditions in individual sectors, develop substantially better than expected. Impact: The opportunities described could have a major impact on our sales and earnings guidance. Financial opportunities Description of opportunities: Countervailing the currency and interest rate risks indicated under financial risks, and the risks arising from pension obligations as described on page 112, opportunities may also arise in which the influencing factors described in this section develop in a direction that is advan- tageous to Henkel. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information118 Risks and opportunities in summary At the time this report was prepared, there were no identifiable risks related to future developments that could endanger the existence either of Henkel AG & Co. KGaA, or a material sub- sidiary included in the consolidation, or the Group, as a going concern. As we have no special-purpose vehicles, there is no risk that might originate from such a source. Compared to the previous year, our expectation of the likeli- hood and / or of the possible financial impact of individual risk and opportunity categories has changed slightly. Overall, how- ever, the risk and opportunities situation has not altered to any significant degree. The system of risk categorization adopted by Henkel continues to indicate that the most significant exposure currently relates to the impact of macroeconomic and sector uncertainty together with financial risks, to which we are responding with the countermeasures described above. The Management Board remains confident that the earning power of the Group forms a solid foundation for future business development and pro- vides the necessary resources to leverage our opportunities. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportFundamental principles of the GroupEconomic reportHenkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB])Risks and opportunities reportForecastConsolidated financial statementsFurther information119 The Company Shares and bonds Corporate governance Combined management report Fundamental principles of the Group Economic report Henkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB]) Risks and opportunities report Forecast Consolidated financial statements Further information Forecast Macroeconomic development The assessment of future world economic development is based on information provided by IHS Markit. Overview: moderate gross domestic product growth of around 3 percent Global economic growth is expected to remain moderate but below previous year in 2019. IHS expects gross domestic product to rise by close to 3 percent. The mature markets should grow by approximately 2 percent. The North American economy is expected to grow by around 2 percent, while Japan’s economy is forecasted to expand by approximately 1 percent. For Western Europe, IHS anticipates growth of around 1 percent. The emerging markets are forecasted to achieve robust eco- nomic growth of approximately 4.5 percent in 2019, but devel- opments are expected to vary between individual regions and countries: Asia (excluding Japan) is expected to increase its economic output by 5.5 percent. An increase of approximately 2 percent each is forecasted for the Latin America, Africa / Mid- dle East and Eastern Europe regions. Inflation: global inflation rate on prior-year level Global inflation in 2019 is expected to be approximately 3 percent, thus remaining at the level of the previous year. IHS expects the mature markets to continue exhibiting a high degree of price stability, with inflation at around 2 percent. Inflation of around 4 percent on average is forecasted for the emerging markets. Direct materials: increase in price levels We expect price increases for raw materials, packaging and purchased goods and services to be in the low single-digit percentage range compared to the previous year. Currencies: continued high volatility We anticipate continued high volatility in the currency markets. Some major currencies in the emerging markets could weaken further on average in 2019 compared to 2018. We expect the US dollar to remain relatively stable. Development by sector Consumption and retail: growth of approximately 3 percent IHS expects that global private consumption will increase by approximately 3 percent overall in 2019. For the mature markets, IHS anticipates growth of 2 percent. Private spending in the emerging markets is expected to rise by around 4.5 percent. Industrial production index: growth of approximately 2.5 percent Year on year, IHS expects the industrial production index (IPX) to grow at a lower pace of approximately 2.5 percent worldwide. Industrial production is expected to grow by approximately 2 percent in the mature markets and by approximately 3 percent in the emerging markets. Henkel Annual Report 2018120 Laundry & Home Care. We expect adjusted earnings per pre- ferred share to be in the mid-single-digit percentage range below prior year at constant exchange rates. Furthermore, we have the following expectations for 2019: • Restructuring expenses of 200 to 250 million euros • Cash outflows from investments in property, plant and equipment and intangible assets of between 750 and 850 million euros Dividend In accordance with our dividend policy and depending on the company’s asset and profit positions as well as its financial requirements, we expect a dividend payout by Henkel AG & Co. KGaA in the range of 30 to 40 percent of net income after non-controlling interests, and adjusted for exceptional items. Capital expenditures In fiscal 2019, we plan cash outflows for investments in property, plant and equipment and intangible assets of approximately 750 to 850 million euros. In line with our strategic priorities, considerable investments are planned in strengthening our innovation capabilities and in expanding and further streamlining our production and logistics. Targeted investments in IT infrastructure will drive the digitalization of our processes. The Company Shares and bonds Corporate governance Combined management report Fundamental principles of the Group Economic report Henkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB]) Risks and opportunities report Forecast Consolidated financial statements Further information Outlook for the Henkel Group in 2019 We expect the Henkel Group to generate organic sales growth of 2 to 4 percent in fiscal 2019. Our expectation is that each business unit will generate organic sales growth within this range. The starting point for our expected organic sales growth is our diversified portfolio and leading competitive positions in key markets and categories. We expect the contribution to the nominal sales growth of the Henkel Group from our acquisitions in 2018 to be in the low single-digit percentage range. The translation of sales in for- eign currencies is expected to have a negative effect, also in the low single-digit percentage range. In recent years we have introduced a number of measures that have had a positive effect on our cost structure. Again this year, we intend to continue adapting our structures to con- stantly changing market conditions and to maintain our strict cost discipline. At the same time, we plan to significantly increase our investments in brands, technologies, innovations and digitalization in 2019. The aim of these additional expenses is to sustainably strengthen our growth and our posi- tions in key markets, especially in our consumer goods busi- nesses. This will affect our earnings performance in 2019. We expect adjusted 1 return on sales (EBIT) to be between 16 and 17 per- cent. Our expectations with regard to adjusted return on sales (EBIT) in our individual business units are between 18 and 19 percent for Adhesive Technologies, between 15 and 16 per- cent for Beauty Care, and between 16.5 and 17.5 percent for 1 Adjusted for one-time charges / gains and restructuring expenses. Henkel Annual Report 2018H e n k e l A n n u a l R e p o r t 2 0 1 8 121 Consolidated financial statements 123 Consolidated statement of financial position 125 Consolidated statement of income 126 127 Consolidated statement of comprehensive income Consolidated statement of changes in equity 128 Consolidated statement of cash flows 130 132 133 Notes to the consolidated financial statements – Group segment report by business unit Notes to the consolidated financial statements – Key financials by region Notes to the consolidated financial statements – Accounting principles and methods applied in preparation of the consolidated financial statements 148 148 153 155 156 156 157 157 158 158 159 160 160 161 161 161 161 173 175 177 178 178 179 Notes to the consolidated financial statements – Notes to the consolidated statement of financial position Intangible assets Property, plant and equipment Other financial assets Other assets Deferred taxes Inventories Trade accounts receivable Cash and cash equivalents Assets and liabilities held for sale Issued capital Capital reserve Treasury shares Retained earnings Other components of equity Non-controlling interests Provisions for pensions and similar obligations Income tax provisions and other provisions Borrowings Other financial liabilities Other liabilities Trade accounts payable Financial instruments report Henkel Annual Report 2018H e n k e l A n n u a l R e p o r t 2 0 1 8 122 225 Notes to the consolidated financial statements – Subsequent events 226 Independent Auditor’s Report 233 Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA 234 Responsibility statement by the Personally Liable Partner 235 Corporate bodies of Henkel AG & Co. KGaA 203 Notes to the consolidated financial statements – Notes to the consolidated statement of income Sales and principles of income recognition Cost of sales 203 204 204 Marketing, selling and distribution expenses Research and development expenses 205 Administrative expenses 205 Other operating income 205 Other operating expenses 205 Financial result 206 Taxes on income 206 Non-controlling interests 209 210 210 211 211 213 217 218 221 221 222 223 223 224 224 224 Notes to the consolidated financial statements – Other disclosures Reconciliation of adjusted net income Payroll cost and employee structure Share-based payment plans Group segment report Earnings per share Consolidated statement of cash flows Contingent liabilities Lease and other unrecognized financial com- mitments Voting rights / Related party disclosures Exercise of exemption options Remuneration of the corporate bodies Declaration of compliance with the Corporate Governance Code [DCGK] Subsidiaries and other investments Auditor’s fees and services 123 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Consolidated statement of financial position Assets in million euros Intangible assets Property, plant and equipment Other financial assets Income tax refund claims Other assets Deferred tax assets Non-current assets Inventories Trade accounts receivable Other financial assets Income tax refund claims Other assets Cash and cash equivalents Assets held for sale Current assets Total assets Note 1 2 3 4 5 6 7 3 4 8 9 2017 1 15,681 3,007 50 7 170 949 19,864 2,079 3,544 1,072 325 455 919 81 8,475 % 55.3 10.6 0.3 – 0.6 3.3 70.1 7.3 12.5 3.9 1.1 1.6 3.2 0.3 29.9 2018 16,601 3,122 65 10 184 959 20,941 2,176 3,610 1,030 321 406 1,063 76 8,682 78 % 56.1 10.5 0.2 – 0.7 3.2 70.7 7.3 12.1 3.5 1.1 1.4 3.6 0.3 29.3 28,339 100.0 29,623 100.0 Independent Auditor’s Report 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Henkel Annual Report 2018Consolidated statement of financial position 124 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Equity and liabilities in million euros Issued capital Capital reserve Treasury shares Consolidated statement of financial position Retained earnings Other components of equity Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Equity attributable to shareholders of Henkel AG & Co. KGaA Non-controlling interests Equity Provisions for pensions and similar obligations Income tax provisions Other provisions Borrowings Other financial liabilities Other liabilities Deferred tax liabilities Non-current liabilities Independent Auditor’s Report Income tax provisions Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Other provisions Borrowings Trade accounts payable Other financial liabilities Other liabilities Income tax liabilities Current liabilities Note 2017 1 10 11 12 13 14 15 16 17 17 18 19 20 5 17 17 18 21 19 20 438 652 – 91 16,101 – 1,527 15,573 74 15,647 760 16 353 3,076 87 17 632 4,941 417 1,786 1,268 3,721 214 340 5 7,751 % 1.5 2.3 – 0.3 56.9 – 5.4 55.0 0.2 55.2 2.7 0.1 1.2 10.8 0.3 0.1 2.2 17.4 1.5 6.3 4.5 13.1 0.8 1.2 – 27.4 2018 438 652 – 91 17,399 – 1,382 17,016 77 17,093 794 152 285 1,556 69 18 775 3,649 305 1,768 2,619 3,713 145 318 13 8,881 79 % 1.5 2.2 – 0.3 58.6 – 4.6 57.4 0.3 57.7 2.7 0.5 1.0 5.2 0.2 0.1 2.6 12.3 1.0 6.0 8.8 12.6 0.5 1.1 – 30.0 Corporate bodies of Henkel AG & Co. KGaA Further information Total equity and liabilities 28,339 100.0 29,623 100.0 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Henkel Annual Report 2018Consolidated statement of income 125 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements in million euros Sales Cost of sales Gross profit Consolidated statement of financial position Marketing, selling and distribution expenses Research and development expenses Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Administrative expenses Other operating income Other operating expenses Operating profit (EBIT) Interest income Interest expense Other financial result Investment result Financial result Income before tax Taxes on income Tax rate in % Net income Attributable to non-controlling interests Attributable to shareholders of Henkel AG & Co. KGaA Earnings per ordinary share – basic and diluted in euros Earnings per preferred share – basic and diluted in euros 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Note 2017 1 % 2018 % 100.0 – 53.3 46.7 – 24.3 – 2.4 – 4.8 0.6 – 0.5 15.3 0.1 – 0.3 – 0.1 – – 0.3 15.0 – 2.3 12.7 0.1 12.6 23 24 25 26 27 28 29 30 31 32 20,029 – 10,680 9,349 – 4,876 – 476 – 980 129 – 91 3,055 18 – 55 – 26 – 4 – 67 2,988 – 447 15.0 2,541 22 2,519 5.79 5.81 100.0 – 54.0 46.0 – 23.3 – 2.4 – 5.0 0.8 – 0.4 15.7 0.1 – 0.5 – – – 0.4 15.3 – 3.6 11.7 0.1 11.6 19,899 – 10,743 9,156 – 4,638 – 484 – 991 154 – 81 3,116 10 – 71 – 5 1 – 65 3,051 – 721 23.6 2,330 19 2,311 5.31 5.33 80 +/– – 0.6 % 0.6 % – 2.1 % – 4.9 % 1.7 % 1.1 % 19.4 % – 11.0 % 2.0 % – 44.4 % 29.1 % – 80.8 % – – 3.0 % 2.1 % 61.3 % – 8.3 % – 13.6 % – 8.3 % – 8.3 % – 8.3 % Henkel Annual Report 2018 126 Consolidated statement of comprehensive income See Notes 14 and 21 for further explanatory information in million euros Net income Results subject to possible future reclassification: Exchange differences on translation of foreign operations Gains / losses from derivative financial instruments (Hedge reserve) Gains / losses from equity and debt instruments (Equity and debt instruments reserve) Results not subject to future reclassification: Remeasurement of net liability from defined benefit pension plans (net of taxes) Other comprehensive income (net of taxes) Total comprehensive income for the period Attributable to non-controlling interests Attributable to shareholders of Henkel AG & Co. KGaA 2017 2,541 – 1,334 – 14 – 124 – 1,224 1,317 13 1,304 81 2018 2,330 146 – 1 – – 134 11 2,341 19 2,322 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Henkel Annual Report 2018 Consolidated statement of changes in equity See Notes 10 to 14 for further explanatory information in million euros At January 1, 2017 Net income Other comprehensive income Total comprehensive income for the period Dividends Sale of treasury shares Changes in ownership interest with no change in control Other changes in equity At Dec. 31, 2017 / Jan. 1, 2018 Effect of first-time application of IFRS 9 and IFRS 15 3 At January 1, 2018 (adjusted) Net income Other comprehensive income Total comprehensive income for the period Dividends Sale of treasury shares Changes in ownership interest with no change in control Other changes in equity At December 31, 2018 Issued capital Other components of equity Ordinary shares Preferred shares Capital reserve Treasury shares Retained earnings Currency translation Hedge reserve Reserve for equity and debt instru- ments 1 Share- holders of Henkel AG & Co. KGaA Non- controlling interests 260 178 652 – 91 14,236 – – – – – – – 260 – 260 – – – – – – – – – – – – – – 178 – 178 – – – – – – – – – – – – – – 652 – 652 – – – – – – – – – – – – – – 2,519 124 2,643 – 698 – – 152 72 2 – 7 – – 1,325 – 184 – – 14 – 1,325 – 14 – – – – – – – – – 91 16,101 – 1,332 – 198 – – 91 – – – – – – – – 59 16,042 2,311 – 134 2,177 – 772 – – – 48 – – 1,332 – – 198 – 146 146 – – – – – – 1 – 1 – – – – 260 178 652 – 91 17,399 – 1,186 – 199 3 – – – – – – – 3 – 3 – – – – – – – 3 15,047 2,519 – 1,215 1,304 – 698 – – 152 72 15,573 – 59 15,514 2,311 11 2,322 – 772 – – – 48 17,016 138 22 – 9 13 – 38 – – 39 – 74 – 74 19 – 19 – 16 – – – 77 127 82 Total 15,185 2,541 – 1,224 1,317 – 736 – – 191 72 15,647 – 59 15,588 2,330 11 2,341 – 788 – – – 48 17,093 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information on trade accounts receivable and 46 million euros to the application of IFRS 15, of which deferred taxes accounted for – 14 million euros. 1 Available-for-sale reserve in 2017. 2 Prior-year figures amended (please refer to the notes on pages 140 and 141). 3 Retained earnings decreased by 59 million euros following application of IFRS 9 and IFRS 15. Of this amount, 13 million euros is attributable to an increase in valuation allowances Henkel Annual Report 2018 128 The Company Shares and bonds Corporate governance Consolidated statement of cash flows See Note 37 for further explanatory information Combined management report in million euros Consolidated financial statements Operating profit (EBIT) Income taxes paid Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Amortization / depreciation / impairment / write-ups of intangible assets and property, plant and equipment 1 Net gains / losses on disposal of intangible assets and property, plant and equipment, and from divestments Change in inventories Change in trade accounts receivable Change in other assets Change in trade accounts payable Change in other liabilities, provisions and equity Cash flow from operating activities Purchase of intangible assets and property, plant and equipment including payments on account Acquisition of subsidiaries and other business units Purchase of associated companies and joint ventures held at equity Proceeds on disposal of subsidiaries and other business units Proceeds on disposal of intangible assets and property, plant and equipment Cash flow from investing activities Dividends paid to shareholders of Henkel AG & Co. KGaA Dividends paid to non-controlling shareholders Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Interest received Interest paid Dividends and interest paid and received Issuance of bonds Repayment of bonds Repayment of non-current bank liabilities Responsibility statement by the Personally Liable Partner Other changes in borrowings Allocations to pension funds Corporate bodies of Henkel AG & Co. KGaA Further information Other changes in pension obligations 2 Payments for the acquisition of treasury shares TABLE CONT’D 2017 3,055 – 727 672 – 36 – 181 – 322 29 217 – 239 2,468 – 700 – 1,830 – 5 53 31 – 2,451 – 698 – 38 22 – 56 – 770 535 – – 419 – 112 – 64 – 83 2018 3,116 – 586 578 – 31 – 156 – 89 14 32 – 180 2,698 – 837 – 429 – 14 4 68 – 1,208 – 772 – 16 24 – 78 – 842 – – 500 – 947 1,158 – 175 42 – 33 Henkel Annual Report 2018 The Company Shares and bonds Corporate governance in million euros Purchase of non-controlling interests with no change of control Other financing transactions 3 Cash flow from financing activities Combined management report Net change in cash and cash equivalents Consolidated financial statements Consolidated statement of financial position Effect of exchange rates on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31 129 83 2018 – 7 – 26 – 1,330 160 – 16 144 919 1,063 2017 – 157 – 263 – 412 – 395 – 75 – 470 1,389 919 4 Consolidated statement of income 1 Of which: Impairment in fiscal 2018: 24 million euros (fiscal 2017: 47 million euros). 2 Other changes in pension obligations include payment receipts of 100 million euros in fiscal 2018 constituting the refund of pension payments to retirees for which a right of reimbursement exists with respect to Henkel Trust e.V. No reimbursements were paid in 2017. 3 Other financing transactions in fiscal 2018 include payments of – 30 million euros for the purchase of short-term securities and time deposits as well as for the pro- vision of financial collateral (fiscal 2017: – 231 million euros). 4 Prior-year figures amended (please refer to the notes on pages 140 and 141). Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Net interest paid Other changes in pension obligations Free cash flow Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Additional voluntary information: Reconciliation to free cash flow in million euros Cash flow from operating activities Purchase of intangible assets and property, plant and equipment including payments on account Proceeds on disposal of intangible assets and property, plant and equipment 2017 2,468 – 700 31 – 34 – 64 1,701 84 2018 2,698 – 837 68 – 54 42 1,917 Henkel Annual Report 2018 Group segment report by business unit 1 130 85 Adhesives for Consumers, Craftsmen and Building 1,781 9 % 1,832 – 2.8 % 2.3 % 3.1 % 261 297 – 12.2 % 14.7 % 16.2 % 282 281 0.3 % 15.9 % 15.4 % 872 808 7.9 % 29.9 % 36.8 % Industrial Business Total Adhesive Technologies Beauty Care Laundry & Home Care Operating business units total Corporate Henkel Group 7,622 38 % 7,556 0.9 % 6.2 % 4.2 % 1,408 1,360 3.6 % 18.5 % 18.0 % 1,479 1,452 1.8 % 19.4 % 19.2 % 7,765 7,429 4.5 % 18.1 % 18.5 % 9,403 47 % 9,387 0.2 % 5.4 % 4.0 % 1,669 1,657 0.7 % 17.7 % 17.7 % 1,761 1,734 1.6 % 18.7 % 18.5 % 8,637 8,237 4.9 % 19.3 % 20.3 % 3,950 20 % 3,868 2.1 % 6.9 % – 0.7 % 589 535 10.0 % 14.9 % 13.8 % 675 665 1.6 % 17.1 % 17.2 % 3,983 3,038 31.1 % 14.8 % 17.6 % 6,419 32 % 6,651 – 3.5 % 2.6 % 1.9 % 970 989 – 1.9 % 15.1 % 14.9 % 1,162 1,170 – 0.7 % 18.1 % 17.6 % 7,381 7,557 – 2.3 % 13.1 % 13.1 % 19,771 99 % 19,906 – 0.7 % 4.8 % 2.4 % 3,228 3,181 1.5 % 16.3 % 16.0 % 3,598 3,568 0.8 % 18.2 % 17.9 % 20,001 18,832 6.2 % 16.1 % 17.0 % 128 1 % 123 4.3 % – – – 112 – 126 – – – – 102 – 107 – – – 77 38 – – – 19,899 100 % 20,029 – 0.6 % 4.8 % 2.4 % 3,116 3,055 2.0 % 15.7 % 15.3 % 3,496 3,461 1.0 % 17.6 % 17.3 % 20,078 18,870 6.4 % 15.5 % 16.3 % in million euros Sales 2018 Proportion of Henkel sales Sales 2017 Change from previous year Adjusted for foreign exchange Organic EBIT 2018 EBIT 2017 Change from previous year Return on sales (EBIT) 2018 Return on sales (EBIT) 2017 Adjusted EBIT 2018 Adjusted EBIT 2017 Change from previous year Adjusted return on sales (EBIT) 2018 Adjusted return on sales (EBIT) 2017 Capital employed 2018 2 Capital employed 2017 2 Change from previous year Return on capital employed (ROCE) 2018 Return on capital employed (ROCE) 2017 TABLE CONT’D Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 131 85 in million euros Amortization / depreciation / impairment / write-ups of intangible assets and property, plant and equipment 2018 of which impairment losses 2018 of which write-ups 2018 Amortization / depreciation / impairment / write-ups of intangible assets and property, plant and equipment 2017 of which impairment losses 2017 of which write-ups 2017 Capital expenditures (excl. financial assets) 2018 Capital expenditures (excl. financial assets) 2017 Operating assets 2018 3 Operating liabilities 2018 Net operating assets 2018 3 Operating assets 2017 3 Operating liabilities 2017 Net operating assets 2017 3 Adhesives for Consumers, Craftsmen and Building Industrial Business Total Adhesive Technologies Beauty Care Laundry & Home Care Operating business units total Corporate Henkel Group 39 – – 43 1 – 89 76 1,483 694 789 1,420 655 765 241 15 – 269 40 – 547 1,213 9,849 2,579 7,270 9,263 2,324 6,939 280 15 – 312 41 – 636 1,289 11,332 3,273 8,058 10,683 2,979 7,704 76 – – 100 – – 293 865 5,324 1,689 3,635 4,491 1,627 2,864 208 9 – 246 6 – 341 351 10,508 2,863 7,645 10,441 2,700 7,741 564 24 – 658 47 – 1,270 2,505 27,164 7,826 19,338 25,614 7,305 18,309 14 – – 14 – – 11 6 533 456 77 528 491 38 578 24 – 672 47 – 1,281 2,511 27,697 8,282 19,416 26,142 7,796 18,347 1 Calculated on the basis of units of 1,000 euros. 2 Including goodwill at cost prior to any accumulated impairment in accordance with IFRS 3.79 (b). 3 Including goodwill at net book value. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 132 86 Henkel Group Key financials by region 1 in million euros Sales 2 2018 Sales 2 2017 Change from previous year Adjusted for foreign exchange Organic Proportion of Group sales 2018 Proportion of Group sales 2017 Operating profit (EBIT) 2018 Operating profit (EBIT) 2017 Change from previous year Adjusted for foreign exchange Return on sales (EBIT) 2018 Return on sales (EBIT) 2017 Western Europe Eastern Europe Africa / Middle East North America Latin America Asia- Pacific Total Regions Corporate 6,107 6,033 2,843 2,897 1,286 1,302 5,040 5,162 1,181 1,142 3,314 3,371 19,771 19,906 128 123 19,899 20,029 1.2 % 1.6 % 0.3 % 31 % 30 % 1,810 1,463 23.7 % 23.8 % 29.6 % 24.3 % – 1.8 % 7.6 % 7.6 % 14 % 14 % 280 280 0.1 % 14.2 % 9.8 % 9.7 % – 1.2 % 11.6 % 11.3 % 6 % 6 % 35 58 – 39.4 % – 15.7 % 2.7 % 4.5 % – 2.4 % 4.4 % – 1.0 % 25 % 26 % 406 731 – 44.5 % – 42.0 % 8.0 % 14.2 % 3.5 % 16.5 % 9.3 % 6 % 6 % 136 112 21.6 % 41.3 % 11.5 % 9.8 % – 1.7 % – 0.7 % 1.9 % 0.9 % 17 % 17 % 561 537 4.5 % 8.7 % 16.9 % 15.9 % 4.8 % 2.4 % 99 % 99 % – – – 1 % 1 % – 0.6 % 4.8 % 2.4 % 100 % 100 % 3,228 3,181 – 112 – 126 3,116 3,055 1.5 % 5.2 % 16.3 % 16.0 % – – – – 2.0 % 5.1 % 15.7 % 15.3 % 1 Calculated on the basis of units of 1,000 euros. 2 By location of company. In 2018, the affiliated companies domiciled in Germany, including Henkel AG & Co. KGaA, generated sales of 2,435 mil- lion euros (previous year: 2,388 million euros). Sales realized by the affiliated companies domiciled in the USA amounted to 4,696 million euros in 2018 (previous year: 4,864 million euros). Affiliated companies domiciled in China generated sales of 1,612 million euros in 2018 (previous year: 1,632 mil- lion euros). In fiscal 2017 and 2018, no individual customer accounted for more than 10 percent of total sales. Of the total non-current assets disclosed for the Henkel Group at December 31, 2018 (excluding financial instruments and deferred tax assets) amounting to 19,920 million euros (previous year: 18,836 million euros), 2,468 million euros (previous year: 2,149 million euros) was attributable to the affiliated companies domiciled in Germany, including Henkel AG & Co. KGaA. The non-current assets (excluding financial instruments and deferred tax assets) recognized in respect of the affiliated companies domiciled in the USA amounted to 10,617 million euros at December 31, 2018 (pre- vious year: 10,126 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 133 Accounting principles and methods applied in preparation of the consolidated financial statements General information The consolidated financial statements of Henkel AG & Co. KGaA (Düsseldorf Regional Court, HRB 4724), Düsseldorf, as of December 31, 2018, have been prepared in accordance with International Financial Reporting Standards (IFRSs) and the relevant interpretations of the International Financial Report- ing Interpretations Committee (IFRIC), as adopted per Regula- tion number 1606/2002 of the European Parliament and the Council, on the application of international accounting stan- dards in the European Union, and in compliance with Section 315a German Commercial Code [HGB]. The consolidated finan- cial statements are published in the electronic federal gazette. The individual financial statements of the companies included in the consolidation are drawn up on the same accounting date, December 31, 2018, as that of Henkel AG & Co. KGaA. Members of the KPMG organization or other independent firms of auditors instructed accordingly have audited the financial statements of the material companies included in the consolidation. The Management Board of Henkel Manage- ment AG – which is the Personally Liable Partner of Henkel AG & Co. KGaA – compiled the consolidated financial statements on January 31, 2019, and approved them for forwarding to the Supervisory Board and for publication. The consolidated financial statements are based on the princi- ple of historical cost with the exception that certain financial instruments are accounted for at their fair values, and pension obligations are measured using the projected unit credit method. The functional currency of Henkel AG & Co. KGaA and the reporting currency of the Group is the euro. Unless other- wise indicated, all amounts are shown in million euros. In order to improve the clarity and informative value of the con- solidated financial statements, certain items are combined in the consolidated statement of financial position, the consoli- dated statement of income and the consolidated statement of comprehensive income, and then shown separately in the notes. Scope of consolidation In addition to Henkel AG & Co. KGaA as the ultimate parent company, the consolidated financial statements at December 31, 2018, include 15 German and 206 non-German companies in which Henkel AG & Co. KGaA has a dominating influence over financial and operating policies, based on the concept of control. The Group has a dominating influence on a company when it is exposed, or has rights, to variable returns from its involvement with the company and has the ability to affect those returns through its power over the company. Companies in which the stake held represents less than half of the voting rights are fully consolidated if Henkel AG & Co. KGaA controls them, as defined in IFRS 10, through contractual agreements or the right to appoint corporate bodies. Henkel AG & Co. KGaA prepares the consolidated financial statements for the largest and the smallest groups of compa- nies to which Henkel AG & Co. KGaA and its subsidiaries belong. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information134 The following table shows the changes to the scope of consoli- dation in fiscal 2018: Acquisitions and divestments Scope of consolidation At January 1, 2018 Additions Mergers Disposals At December 31, 2018 87 242 7 – 23 – 4 222 Acquisitions Effective January 3, 2018, Henkel completed the acquisition of all shares in Unión Técnico Comercial S.R.L. based in Lima, Peru. The final purchase price was 13 million euros, settled in cash. The acquisition strengthens the position of Adhesive Technologies in the market for maintenance, repair and over- haul in the General Industry business area in Latin America. Goodwill was recognized in the amount of 13 million euros. Further details can be found in the section “Acquisitions and divestments” below. Subsidiaries which are of secondary importance to the Group and to the presentation of a true and fair view of our net assets, financial position and results of operations due to their inac- tivity or low level of activity are generally not included in the consolidated financial statements. The total assets of these companies represent less than 1 percent of the Group’s total assets; their total sales and income (net of taxes) are also less than 1 percent of the Group totals. Effective June 1, 2018, Henkel completed the acquisition of all shares in JemPak Corporation based in Concord, Canada. The final purchase price was 76 million euros, settled in cash. The acquisition complements and strengthens the existing Laundry & Home Care portfolio in North America and enables Henkel to further expand its position in this attractive market. Provisional goodwill was recognized in the amount of 53 mil- lion euros. Effective December 10, 2018, Henkel completed the acquisition of all shares in Aislantes Nacionales S.A., Santiago, Chile. The purchase price was 343 million euros, settled in cash. A further purchase price component of 15 million euros maximum was agreed, depending on the amount of gross profit generated in 2019. In determining the transferred consideration, 10 million euros was recognized as contingent. Following this acquisi- tion, Henkel is now active in the attractive Chilean market for tile adhesives and building materials where it occupies a strong position. Provisional goodwill was recognized in the amount of 323 million euros. None of the goodwill relating to any of the acquisitions was recognized for tax purposes. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information135 The carrying amounts of the acquired assets and liabilities are determined by the contracts and our opening balances on each respective acquisition date. The recognition and measurement principles adopted by the Henkel Group were applied. If the acquisition of all shares of Unión Técnico Comercial S.R.L., JemPak Corporation and Aislantes Nacionales S.A. – and thus their business activities – had been completed by January 1, 2018, sales for the Henkel Group for the reporting period January 1 to December 31, 2018, would be higher by 179 million euros and income after tax would be higher by 18 million euros, taking acquisition-related incidental costs into account. The business activities actually contributed 66 million euros to sales and 2 million euros to income after tax. Acquisition- related incidental costs amounted to 4 million euros. Reconciliation of the purchase price to provisional goodwill in million euros Acquisitions 2018 Purchase price Adjustment based on purchase agreement Fair value of the acquired assets and liabilities Provisional goodwill 89 2018 432 10 53 389 The goodwill acquired through the acquisition of Unión Técnico Comercial S.R.L., JemPak Corporation and Aislantes Nacionales S.A. represents the growth potential of the acquired businesses, as well as both offensive and defensive synergies, achieved through integration in Henkel’s existing organization. Because the acquisition of Aislantes Nacionales S.A. was only recently completed, and the acquisition of JemPak was closed in the course of the reporting year, the allocation of the pur- chase prices to the acquired assets and liabilities in accor- dance with IFRS 3 Business Combinations is provisional. In particular, determination of the fair value of the intangible assets, property, plant and equipment, provisions and deferred taxes has not yet been finalized. Acquisitions in million euros Intangible assets Property, plant and equipment Other non-current assets Non-current assets Inventories Trade accounts receivable Liquid funds Other current assets Current assets Total assets Net assets Non-current liabilities Other current provisions / liabilities Trade accounts payable Current liabilities Total equity and liabilities 88 Acquisitions 2018 Fair value 396 32 – 428 12 22 3 2 39 467 442 3 15 7 22 467 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information136 In the recognition of acquisitions of less than 100 percent, non-controlling interests are measured at the fair value of the share of net assets that they represent. Contingent futures contracts on non-controlling interests are recognized by the anticipated acquisition method. Accordingly, the acquisition of the outstanding non-controlling interests is already included as part of the first-time consolidation in the form of a contingent purchase price liability. In subsequent years, the carrying amount of the Henkel AG & Co. KGaA investment is eliminated against the current (share of) equity in the subsidiary entities concerned. Changes in the shareholdings of subsidiary companies result- ing in a decrease or an increase in the participating interests of the Group without loss of control are recognized within equity as changes in ownership without loss of control. As soon as the control of a subsidiary is relinquished, all the assets and liabilities and the non-controlling interests, and also the accumulated currency translation gains or losses, are derecognized. In the event that Henkel continues to own non-controlling interests in the non-consolidated entity, these are measured at fair value. The result of deconsolidation is recognized under other operating income or expenses. Consolidation methods The financial statements of Henkel AG & Co. KGaA and of the subsidiaries included in the consolidated financial statements were prepared on the basis of uniformly valid principles of recognition and measurement, applying the standardized year-end date adopted by the Group. Such entities are included in the consolidated financial statements as of the date on which the Group acquired control. All receivables and liabilities, sales, income and expenses, as well as intra-group profits on transfers of non-current assets or inventories, are eliminated on consolidation. The purchase method is used for capital consolidation. With business combinations, therefore, all hidden reserves and hid- den charges in the entity acquired are revalued at the time of acquisition, and all identifiable intangible assets are sepa- rately disclosed if they are clearly separable or if their recogni- tion arises from a contractual or other legal right. Any differ- ence arising between the acquisition cost and the (share of) net assets after purchase price allocation is recognized as goodwill. The goodwill of subsidiaries is measured in the functional currency of the subsidiary. Entities acquired are included in the consolidation for the first time as subsidiaries by offsetting the carrying amount of the respective parent company’s investment in them against their assets and liabilities. Contingent consideration is recognized at fair value as of the date of first-time consolidation. Subse- quent changes in value do not result in an adjustment to the valuation at the time of acquisition. Incidental costs relating to the acquisition of participating interests in entities are not included in the purchase price. Instead, they are recognized through profit or loss in the period in which they occur. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information137 included in the consolidation is generally the local currency of the company concerned, assets and liabilities are translated at closing rates, while income and expenses are translated at the average rates for the year as an approximation of the actual rates at the date of the transaction. Equity items are recognized at historical exchange rates. The differences arising from using average rather than closing rates are taken to equity and shown as other components of equity, or as non-controlling interests, and remain neutral in respect of net income until the shares are divested. In the subsidiaries’ annual financial statements, transactions in foreign currencies are converted at the rates prevailing at the time of the transaction. Financial assets and liabilities in foreign currencies are measured at closing rates through profit or loss. For the main currencies in the Group, the following exchange rates have been used based on 1 euro: Currencies Chinese yuan Mexican peso Polish zloty Russian ruble Turkish lira US dollar 90 Average exchange rate Exchange rate on December 31 2017 7.63 21.33 4.26 65.95 4.12 1.13 2018 7.81 22.71 4.26 74.04 5.71 1.18 2017 7.80 23.66 4.12 69.39 4.55 1.20 2018 7.88 22.49 4.30 79.72 6.06 1.15 ISO code CNY MXN PLN RUB TRY USD Companies recognized by the equity method Associated companies and joint ventures are recognized by the equity method. An associated company is a company over which the Group can exercise material influence on the financial and operating policies without controlling it. Material influence is generally assumed when the Group holds 20 percent or more of the vot- ing rights. Where a Group company conducts transactions with an associated company or a joint venture, the resulting profits or losses are eliminated in accordance with the share of the Group in that company. The Group consolidates Vitriflex, Inc. and Zipjet Global S.à r.l. using the equity method. The carrying amount of the share- holdings recognized by the equity method as of December 31, 2018, was 3 million euros (previous year: 1 million euros). Associated companies that are less relevant for the Group and for the presentation of a fair view of its net assets, financial position and results of operations, are never recognized by the equity method. They are always recognized at amortized cost. Currency translation The annual financial statements of the consolidated compa- nies, including the hidden reserves and hidden charges of Group companies recognized by the purchase method, good- will arising on consolidation, and the consolidated statement of cash flows, are translated into euros using the functional currency method outlined in International Accounting Stan- dard (IAS) 21 The Effects of Changes in Foreign Exchange Rates. The functional currency is the currency in which a foreign company predominantly generates funds and makes pay- ments. As the functional currency for all the companies Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information138 Recognition and measurement methods Summary of selected measurement methods 91 Financial statement figures Measurement method Assets Goodwill Other intangible assets with indefinite useful lives with definite useful lives Property, plant and equipment Financial assets (categories per IFRS 9) Amortized cost Fair value through profit or loss Lower of carrying amount and recoverable amount (“impairment only” method) Lower of carrying amount and recoverable amount (“impairment only” method) (Amortized) cost less any impairment losses (Depreciated) cost less any impairment losses (Amortized) cost using the effective interest method Fair value through profit or loss Fair value through other comprehensive income Fair value with gains or losses recognized in other comprehensive income 1 Fair value option Other assets Inventories Assets held for sale Fair value through profit or loss (Amortized) cost Lower of cost and fair value less costs to sell Lower of cost and fair value less costs to sell 1 Apart from permanent impairment losses and effects arising from measurement in a foreign currency. Equity and liabilities Provisions for pensions and similar obligations Present value of future obligations (projected unit credit method) Other provisions Financial liabilities (categories per IFRS 9) Amortized cost Fair value through profit or loss Other liabilities Settlement amount (Amortized) cost using the effective interest method Fair value through profit or loss Settlement amount The methods of recognition and measurement, which are basically unchanged from the previous year, are described in detail in the notes relating to the individual items of the state- ment of financial position on these pages. Also provided as part of the report on our financial instruments (Note 22 on pages 179 to 202) are the disclosures relevant to International Financial Reporting Standard (IFRS) 7 showing the breakdown of our financial instruments by category, our methods for fair value measurement, and the derivative financial instruments that we use. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information139 Material discretionary judgments are made in respect of the demarcation of the cash-generating units as explained in Note 1 on pages 148 to 153 and the segment reporting as explained in Note 36 on pages 213 to 216. Contingent forward contracts for acquired minority interests are recognized by the anticipated acquisition method. As part of its efforts to optimize its supplier relations, Henkel offers suppliers the option of joining Supplier Financing Pro- grams, which may result in changes to the legal creditor struc- ture. Regardless of whether suppliers make use of a Supplier Financing facility or not, the programs do not result in any material changes to the amount, terms and conditions of the obligations or to the payment flows. As such, classification and the associated presentation as trade accounts payable is consistent with the recognition and presentation criteria of IFRS 9. Changes in the methods of recognition and measurement arising from revised and new standards are applied retrospec- tively, provided that the effect is material and there are no alternative regulations that supersede the standard concerned. The consolidated statement of income from the previous year and the opening balance for this comparative period are amended as if the new methods of recognition and measure- ment had always been applied. Accounting estimates, assumptions and discretionary judgments Preparation of the consolidated financial statements is based on a number of accounting estimates and assumptions. These have an impact on the reported amounts of assets, liabilities and contingent liabilities at the reporting date and the disclo- sure of income and expenses for the reporting period. The actual amounts may differ from these estimates. The accounting estimates and their underlying assumptions are based on past experience and are continually reviewed. Changes in accounting estimates are recognized in the period in which the change takes place where such change exclu- sively affects that period. A change is recognized in the period in which it occurs and in later periods where such change affects both the reporting period and subsequent periods. The judgments of the Management Board regarding the application of those IFRSs which have a significant impact on the consoli- dated financial statements are presented in particular in the explanatory notes on taxes on income (Note 31 on pages 206 to 209), intangible assets (Note 1 on pages 148 to 153), provisions for pensions and similar obligations (Note 16 on pages 161 to 173), income tax provisions and other provisions (Note 17 on pages 173 to 175), financial instruments (Note 22 on pages 179 to 202), sales (Note 23 on pages 203 and 204) and share-based payment plans (Note 35 on pages 211 to 213). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information140 Amendment of prior-year figures The allocation of the purchase price for the acquisition of the global Darex Packaging Technologies business was finalized in fiscal 2018. The prior-year figures were subsequently amended as a result. In the course of the amendment, goodwill decreased by 1 million euros, retained earnings decreased by 3 million euros, other non-current provisions increased by 4 million euros, and deferred tax liabilities decreased by 2 million euros. The allocation of the purchase price for the acquisition of all shares of Nattura Laboratorios, S.A. de C.V., Mexico, and associ- ated companies in the USA, Colombia and Spain, was finalized in fiscal 2018. The prior-year figures were subsequently amended as a result. In the course of the amendment, goodwill increased by 2 million euros and other non-current financial liabilities also increased by 2 million euros. The allocation of the purchase price for the acquisition of all shares of Zotos International Inc. was finalized in fiscal 2018. The prior-year figures were subsequently amended as a result. In the course of the amendment, goodwill increased by 27 mil- lion euros, property, plant and equipment increased by 2 mil- lion euros, inventories decreased by 1 million euros, cash increased by 3 million euros, deferred tax liabilities increased by 17 million euros, other current provisions increased by 10 million euros, and trade accounts payable increased by 4 million euros. On September 5, 2018, the IFRS Technical Committee of the Accounting Standards Committee of Germany (DRSC) approved DRSC Interpretation 4 (IFRS) Accounting for Interest and Penalties Related to Income Taxes under IFRSs. The interpretation addresses the treatment of interest and penalties in relation to income tax per IAS 12.5 (recognition of interest and penalties as income tax). It applies to the jurisdic- tion of Germany and also other jurisdictions where the income tax treatment of interest and penalties is structured in accor- dance with German tax law. First-time application of the interpretation results in a change in the recognition of interest and penalties related to taxes on income. Interest and penalties are henceforth to be treated in accordance with IAS 37 and may no longer be recognized as income tax items (IAS 12). As this modified accounting treat- ment constitutes a change in policy under IAS 8, the relevant figures have had to be retrospectively amended. Accordingly, effective December 31, 2017, 4 million euros was reclassified from current income tax refund claims to other current assets, and 1 million euros from non-current income tax refund claims to other non-current assets. In addition, effective December 31, 2017, 20 million euros was reclassified from current income tax provisions to other current provisions, and 11 million euros from non-current income tax provisions to non-current other provisions. In the prior-year figures in the consolidated statement of income, income taxes decreased by 16 million euros and other financial income increased by 2 million euros, while other financial expense increased by 18 million euros. This resulted in a change of 0.4 percentage points to the reported tax rate. It did not affect the earnings per share. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information141 Amendment of prior-year figures in million euros Consolidated statement of financial position Intangible assets Property, plant and equipment Income tax refund claims Other assets Non-current assets Inventories Income tax refund claims Other assets Cash Current assets Total assets Retained earnings Equity attributable to shareholders of Henkel AG & Co. KGaA Equity Income tax provisions Other provisions Other financial liabilities Deferred tax liabilities Non-current liabilities Income tax provisions Other provisions Trade accounts payable Current liabilities Total equity and liabilities Consolidated statement of income Other financial result Financial result Income before tax Taxes on income Tax rate in % Dec. 31, 2017 reported Restatement Dec. 31, 2017 restated 92 15,653 3,005 8 169 19,834 2,080 329 451 916 8,473 28,307 16,104 15,576 15,650 27 338 85 617 4,920 437 1,756 3,717 7,737 28,307 – 10 – 51 3,004 – 463 15.4 28 2 – 1 1 30 – 1 – 4 4 3 2 32 – 3 – 3 – 3 – 11 15 2 15 21 – 20 30 4 14 32 – 16 – 16 – 16 16 – 0.4 pp 15,681 3,007 7 170 19,864 2,079 325 455 919 8,475 28,339 16,101 15,573 15,647 16 353 87 632 4,941 417 1,786 3,721 7,751 28,339 – 26 – 67 2,988 – 447 15.0 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information142 New international accounting regulations according to Interna- tional Financial Reporting Standards (IFRSs) Accounting regulations applied for the first time in the year under review 93 IFRS 2 (Amendment) Classification and Measurement of Share-Based Payment Transactions IFRS 9 Financial Instruments IFRS 15 Revenue from Contracts with Customers IFRIC 22 Foreign Currency Transactions and Advance Consideration Improvements to IFRSs 2014–2016 Mandatory for fiscal years beginning on or after January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2018 IFRS 2 (Amendment) The amendments to IFRS 2 relate to consideration of the exer- cise terms and conditions when measuring share-based pay- ments settled in cash, to the classification of share-based pay- ments providing net settlement for withholding taxes, and to the recognition of certain amendments to terms and condi- tions. The changes will not have any material impact on the consolidated financial statements of Henkel. IFRS 9 IFRS 9 Financial Instruments, issued in July 2014, supersedes the existing rules in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 contains revised rules on the classi- fication and measurement of financial instruments, including a new model for expected credit losses to calculate the impair- ment of financial assets, and the new general accounting rules for hedging transactions. IFRS 9 has also adopted the guidance on recognition and derecognition of financial instruments from IAS 39. Henkel’s application of the classification and measurement regulations specified in the IFRS retrospectively, starting on January 1, 2018, is consistent with the transitional arrangements and the right to choose to report prior-year periods as per IAS 39. The rules for hedge accounting have been applied prospectively. Classification: IFRS 9 contains three categories for classifying financial assets: “measured at amortized cost,” “measured at fair value through profit or loss,” and “measured at fair value through other comprehensive income.” The standard elimi- nates the categories “held to maturity,” “loans and receivables” and “available for sale” that were specified in IAS 39. Financial instruments are allocated to the IFRS 9 categories on the basis of the business model used to hold the financial instruments and of the contractual payment flows. Most of the financial instruments that Henkel used to measure at amortized cost under IAS 39 will continue to be “measured at amortized cost” under IFRS 9. The payment flows relating to these financial instruments are comprised entirely of interest and redemp- tion payments and are held by Henkel in a business model designed to collect the contractual payment flows. Certain shares in money market funds that are recognized in cash and cash equivalents, as well as securities and time deposits, will be measured at fair value through profit or loss in future. Henkel holds these financial instruments with the intention of selling them if liquidity is required. A table on pages 182 and 183 reconciles the valuation categories and carrying amounts from IAS 39 to IFRS 9. The Group occasionally exercises its right to choose to recognize changes in the value of equity instruments through other comprehensive income. Accord- ingly, upon application of IFRS 9 starting on January 1, 2018, losses of less than 1 million euros were reclassified from retained earnings to the equity and debt instruments reserve. IFRS 9 did not have any effect on the recognition of financial liabilities within the Henkel Group. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information143 Impairment: Under IAS 39, valuation allowances were only recognized for impairment that had occurred but was as yet unidentified (incurred loss model), whereas IFRS 9 specifies the use of the expected loss model when quantifying valuation allowances for expected credit losses. Valuation allowances are recognized for all financial assets measured at cost and for debt instruments measured at fair value through other com- prehensive income. For an explanation of these valuation allowances and our risk management, please consult pages 192 to 195. First-time application of IFRS 9 on January 1, 2018, resulted in an increase of 13 million euros in valuation allowances on trade accounts receivable, recognized in retained earnings. Hedge accounting: Henkel applies the new rules of IFRS 9 for hedge accounting. In doing so, the Group ensures that its hedge accounting is consistent with the Group risk manage- ment objectives and strategy and that a qualitative and for- ward-looking approach is adopted when assessing the effec- tiveness of its hedging instruments. Within the Henkel Group, forward exchange contracts are used to hedge future cash flows in foreign currencies. The Group only designates the spot component of these hedging transac- tions. The (effective) portion of the change in fair value of the spot component is recognized in the hedge reserve in equity. If payment flows for non-financial assets are hedged, the amounts are included as part of the acquisition cost when the underlying transaction is recognized. Amounts stated in the hedge reserve or as part of the acquisition cost are recognized through profit or loss in the same period in which the hedged transaction impacts profit or loss. The non-designated compo- nents are also recognized in the hedge reserve through other comprehensive income and – if the hedge relates to non- financial assets – included in the acquisition cost when the hedged underlying is recognized. IFRS 15 In May 2014, the IASB published the new IFRS 15 Revenue from Contracts with Customers. IFRS 15 specifies a comprehensive framework for determining whether, when and in what amount revenue is recognized. Under IFRS 15, revenue is only recognized when no substantial adjustments to the cumula- tive recognized revenue is expected. When control of goods or intangible assets passes to a customer or a service is provided, the expected consideration for the transfer or provision must be recognized as revenue. This principle is applied in five steps. In step 1, the contract with the customer is identified. In step 2, the distinct perfor- mance obligations in the contract are identified. In step 3, the transaction price is determined. In step 4, this transaction price is allocated to the distinct performance obligations. Finally, in step 5, revenue is recognized when the identified distinct performance obligations are satisfied, either over time or at a point in time. The objective of the new standard is to bring together the dif- ferent regulations contained in various other standards and interpretations. It replaces the existing guidance on revenue recognition, including IAS 18 Revenue, IAS 11 Construction Contracts, and IFRIC 13 Customer Loyalty Programmes. Clarify- ing amendments to IFRS 15 were published in April 2016, pri- marily relating to the identification of separate performance obligations and the clear distinction between principals and agents. Henkel applied the cumulative method to all contracts on adoption of IFRS 15. Accordingly, the effects of first-time appli- cation were recognized cumulatively in equity upon first-time application on January 1, 2018. First-time application of IFRS 15 has resulted in changes to the recognition of variable considerations. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information144 IFRIC 22 IFRIC 22 addresses an issue relating to the application of IAS 21 The Effects of Changes in Foreign Exchange Rates. It clarifies the timing of the exchange rate for translating foreign currency transactions that include the receipt or payment of advance considerations. The clarification does not have any material impact on the consolidated financial statements of Henkel. Improvements to IFRSs 2014–2016 The Annual Improvements to IFRSs (2014–2016) included amendments to three IFRSs, of which application of only the following two was mandatory in 2018: In IFRS 1, the remaining short-term exemptions in IFRS 1 Appendix E for first-time adopters have been deleted. In IAS 28, clarification was pro- vided that the choice of measuring an investment in an associ- ate or joint venture held by a venture capital or other qualify- ing company can be exercised differently, depending on the investment. Neither change has had any material impact on the consolidated financial statements of Henkel. This affects the accounting procedure for returned goods. If products are sold with a right of return, IFRS 15 does not permit the recognition of sales for goods whose return is expected. In case of expected product returns which can be reliably estimated, an asset representing the right of return and a provision for the respective refund are recognized. Secondly, the new rules governing the accounting procedure for variable considerations impact the timing of sales deduc- tions following invoice deductions by customers. Overall, adoption of IFRS 15 resulted in an increase of 11 mil- lion euros in other current assets and an increase of 71 million euros in other current provisions, leading to a reduction in equity of 60 million euros before or 46 million euros after deduction of deferred taxes. The statement of financial posi- tion and statement of income for the comparable prior periods have not been amended. At December 31, 2018, the increase in other current assets arising from application of IFRS 15 amounted to 10 million euros, the increase in deferred tax assets to 14 million euros, and the increase in other current provisions to 76 million euros. Under the former rules, sales would have been 5 million euros higher at December 31, 2018, and cost of sales 1 million euros less. Further details of sales can be found in the notes on sales and the principles of income recognition on pages 203 and 204. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information145 Accounting regulations not applied in advance of their effective date The following standards and amendments to existing stan- dards of possible relevance to Henkel, which have been adopted into EU law (endorsement mechanism) but are not yet mandatory, have not been applied early: Accounting regulations not applied in advance of their effective date IFRS 9 (Amendment) Prepayment Features with Negative Compensation IFRS 16 Leases IFRIC 23 Uncertainty over Income Tax Treatments 94 Mandatory for fiscal years beginning on or after January 1, 2019 January 1, 2019 January 1, 2019 IFRS 9 The amendments to IFRS 9 that were published on March 26, 2018, relate to a limited adjustment to the relevant evaluation criteria for classifying financial assets. Financial assets con- taining prepayment features with negative compensation may be recognized at amortized cost or they may be recognized at fair value through other comprehensive income rather than through profit or loss, subject to certain requirements being met. The changes will not have any material impact on the consolidated financial statements of Henkel. IFRS 16 IFRS 16 provides a single accounting model for lease contracts in a lessee’s balance sheet. A lessee reflects the right-of-use to the underlying asset (right-of-use asset) as well as a liability representing the future lease payments in the course of the lease contract. Exceptions are provided for short-term leases and leases relating to low-value assets. The accounting requirements for lessors are similar to the current standard, i.e. lessors must continue to distinguish between finance and operating leases. IFRS 16 supersedes the existing guidelines on leases, including IAS 17 Leases, IFRIC 4 Determining Whether an Arrangement Contains a Lease, SIC-15 Operating Leases – Incentives, and SIC-27 Evaluating the Substance of Transactions in the Legal Form of a Lease. The standard is mandatory for reporting periods beginning on or after January 1, 2019. Early application is permitted if IFRS 15 is also applied. Henkel has not applied IFRS 16 before the effective date. Henkel will utilize the exemptions governing short-term leases and leases relating to low-value assets and will desist from recognition of such leases in its statement of financial position. Henkel will also exercise its right under IFRS 16.4 to choose not to apply IFRS 16 to certain intangible assets. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 146 When it adopts IFRS 16, the Group will recognize new assets and liabilities relating to its operating leases. These will mainly relate to office buildings and equipment, production buildings, warehouses, technical facilities, vehicles and IT equipment. Based on the information currently available, the estimated relevant amount will be in the range of 450 million euros to 600 million euros, with corresponding knock-on effects on key financial metrics such as the equity ratio. In addition, the nature of expenses associated with these leases will change, as IFRS 16 replaces the linear recognition of expenses for operating leases with linear depreciation of right- of-use assets and degressive interest expenses for liabilities arising from the lease. The expenses incurred in connection with the application of IFRS 16 are therefore no longer exclu- sively a component of the operating profit. Henkel expects a one-off lasting improvement in its operating profit in the high single-digit or low double-digit millions, together with a cor- responding adverse effect on its financial result. The effect on net income of the non-linear recognition of total expenses resulting from lease accounting under IFRS 16 will be in the range of low to medium single-digit millions both in the year of first-time application and in the following years. Henkel does not expect the Group’s finance leases to be impacted to any material extent. Henkel plans to apply IFRS 16 retrospectively as per IFRS 16.C5(b). The effect of first-time application of the standard will be recognized in retained earnings. Prior-year figures will not be amended. When switching over, Henkel plans to use the simplification regulation allowing the definition of a lease to be maintained. As such, Henkel will apply IFRS 16 to all contracts concluded prior to January 1, 2019, and identified as leases under IAS 17 and IFRIC 4. IFRIC 23 The tax treatment of certain items and transactions is, in part, dependent on future recognition by the tax authorities or tax judiciary. IAS 12 Income Taxes regulates the accounting proce- dure for actual and deferred taxes. IFRIC 23, which the IFRS Interpretations Committee published on October 24, 2018, supplements the rules of IAS 12 with regard to the consider- ation of uncertainties relating to the income tax treatment of items and transactions. The changes will not have any material impact on Henkel’s consolidated financial statements. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information147 Accounting regulations not yet adopted into EU law In fiscal 2018, the IASB issued the following standards and amendments to existing standards of relevance to Henkel, which still have to be adopted into EU law (endorsement mechanism) before they become applicable: Accounting regulations not yet adopted into EU law 95 Framework (Amendment) IAS 1 and IAS 8 (Amendment) Definition of Material IAS 19 (Amendment) Plan Amendment, Curtailment or Settlement IAS 28 (Amendment) Long-term Interests in Associates and Joint Ventures IFRS 3 (Amendment) Definition of a Business Improvements to IFRSs 2015–2017 Mandatory for fiscal years beginning on or after January 1, 2020 January 1, 2020 January 1, 2019 January 1, 2019 January 1, 2020 January 1, 2019 These new standards and amendments to existing standards will be applied by Henkel starting in fiscal 2019 or later. A con- clusive assessment of the effects is not possible. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information148 97 Notes to the consolidated statement of financial position The measurement and recognition policies for financial statement items are described in the relevant note. Non-current assets 1 Intangible assets All non-current assets with definite useful lives are depreci- ated or amortized exclusively using the straight-line method on the basis of their estimated useful lives. The useful life esti- mates are reviewed annually. If facts or circumstances indicate the need for impairment, the recoverable amount is deter- mined. It is measured as the higher of the fair value less costs to sell (net realizable value) and the value in use. Impairment losses are recognized if the recoverable amounts of the assets are lower than their carrying amounts. They are charged to the relevant functions. The following unchanged, standardized useful lives are applied: Cost in million euros At January 1, 2017 Acquisitions Divestments Additions Disposals Trademarks and other rights Assets with indefinite useful lives Assets with definite useful lives 3,067 215 1 – – – – – 1,722 185 1 – 7 – 13 8 – 3,007 1,829 – – – – – – 7 – 8 – 13 – – 45 Internally generated intangible assets with definite useful lives 391 – – 2 – – 60 – 10 443 – – 11 – – 49 – 4 Intangible assets in development Goodwill Total 81 – – 64 – – – 60 – 2 83 – – 258 – – – 49 – 1 11,658 1,268 1 – 12 – – 3 – 16,919 1,668 – 12 73 – 13 11 – – 1,067 – 1,434 11,850 389 – – – – – 276 17,212 396 – 277 – 13 – – 417 Translation differences – 275 – 80 96 Reclassifications to assets held for sale Reclassifications 3 to 20 50 40 25 to 33 10 to 25 7 to 10 10 5 to 20 2 to 5 At Dec. 31, 2017 / Jan. 1, 2018 Acquisitions Divestments Additions Disposals Reclassifications to assets held for sale Reclassifications Translation differences 101 At December 31, 2018 3,108 1,876 499 291 12,515 18,289 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Useful life in years Intangible assets with definite useful lives Residential buildings Office buildings Research and factory buildings, workshops, stores and staff buildings Plant facilities Machinery Office equipment Vehicles Factory and research equipment Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information149 Accumulated amortization / impairment in million euros At January 1, 2017 Divestments Write-ups Scheduled amortization Impairment losses Disposals Reclassifications to assets held for sale Reclassifications Translation differences At Dec. 31, 2017 / Jan. 1, 2018 Divestments Write-ups Scheduled amortization Impairment losses Disposals Reclassifications to assets held for sale Reclassifications Translation differences At December 31, 2018 Trademarks and other rights Assets with indefinite useful lives Assets with definite useful lives Internally gen- erated intan- gible assets with definite useful lives Intangible assets in development 8 – – – – – – – – 8 – – – – – – – – 8 1,126 – – 180 – – 13 6 – – 51 1,248 – – 107 – – 13 – – 29 1,371 210 – – 44 – – – – – 8 246 – – 42 2 – – – – 10 280 – – – – – – – – – – – – – – – – – – – 98 Goodwill Total 11 – – – 18 – – – – 29 – – – – – – – – 1,355 – – 224 18 – 13 6 – – 59 1,531 – – 149 2 – 13 – – 19 29 1,688 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information150 Net book values in million euros At December 31, 2018 At December 31, 2017 Trademarks and other rights Assets with indefinite useful lives Assets with definite useful lives Internally gen- erated intan- gible assets with definite useful lives Intangible assets in development 99 Goodwill Total 3,100 2,999 505 581 219 197 291 83 12,486 11,821 16,601 15,681 Goodwill represents the future economic benefit of assets that are acquired through business combinations and not individ- ually identifiable and separately recognized, as well as expected synergies, and is recognized at cost. Trademarks and other rights acquired for valuable consideration are stated at purchase cost, while internally generated software is stated at development cost. Additions to internally generated intangible assets mostly reflect investments in consolidating and optimizing our IT system architecture for managing business processes. The change in goodwill resulting from acquisitions and divest- ments made in the fiscal year is presented in the section “Acquisitions and divestments” on pages 134 and 135. Goodwill as well as trademarks and other rights with indefi- nite useful lives are subjected to an impairment test at least once a year and also when indicators of impairment are pres- ent (“impairment only” approach). In fiscal 2017, goodwill impairment of 18 million euros was recognized in connection with the discontinuation of product lines in our General Industry business. Amortization and impairment of trademarks and other rights are recognized as selling expenses. Amortization and impair- ment of other intangible assets are allocated to the relevant functions in the consolidated statement of income. In the course of our annual impairment test, we reviewed the carrying amounts of goodwill. The following table shows the cash-generating units together with the associated goodwill at book value at the reporting date. The description of the cash-generating units can be found in Note 36 on pages 213 to 215 and in the combined management report on pages 78 to 83. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information151 Book values – Goodwill Cash-generating units in million euros Packaging and Consumer Goods Adhesives Transport and Metal General Industry Electronics Adhesives for Consumers, Craftsmen and Building Total Adhesive Technologies Branded Consumer Goods Hair Salon business Total Beauty Care Laundry Care Home Care Total Laundry & Home Care At December 31, 2017 Goodwill Terminal growth rate Weighted average cost of capital At December 31, 2018 Goodwill Terminal growth rate 1,882 1,103 1 442 1,346 374 5,147 1,324 717 1 2,041 3,514 1,119 4,633 1.50 % 1.50 % 1.00 % 1.50 % 1.00 % 1.00 % 1.00 % 1.30 % 1.40 % 7.25 % 7.25 % 7.25 % 7.25 % 7.25 % 6.25 % 6.25 % 6.25 % 6.25 % 1,924 1,131 460 1,397 668 5,580 1,374 747 2,121 3,546 1,239 4,785 1.50 % 1.50 % 1.00 % 1.50 % 1.00 % 1.00 % 1.00 % 1.30 % 1.40 % 100 Weighted average cost of capital 7.25 % 7.25 % 7.25 % 7.25 % 7.25 % 6.00 % 6.00 % 6.00 % 6.00 % 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). We assess goodwill impairment according to the fair-value-less- costs-to-sell approach on the basis of future estimated cash flows which are obtained from the business budgets approved by the appropriate corporate bodies. The determination of fair value (before deduction of costs to sell) is allocated to valua- tion level 3 of the fair value hierarchy (see Note 22 on pages 179 to 202). The assumptions upon which the essential planning parameters are based reflect experience gained in the past, aligned to current information provided by external sources. Budgets are prepared on the basis of a financial planning hori- zon of four years. For the period after that, a growth rate in a range between 1 and 2 percent (previous year: 1 and 2 percent) in the cash flows (which in particular takes into account the pass- ing-on of expected inflation rises to our customers) is assumed for the purpose of impairment testing. The euro to US dollar exchange rate applied is 1.19. Taking into account specific tax effects, the cash flows of the various cash-generating units are discounted at different rates reflecting the weighted average cost of capital (WACC) in each business unit: 7.25 percent after tax for Adhesive Technologies, and 6.00 percent after tax for both Beauty Care and Laundry & Home Care. In the Laundry & Home Care business unit, we have assumed an average increase in sales during the four-year detailed fore- casting horizon of 3 to 4 percent per year (previous year: 3 to 4 percent), with a slight increase in market share. Average sales growth in the Beauty Care business unit over the four- year forecasting horizon is budgeted at 3 to 4 percent per year (previous year: 3 to 5 percent). Here, too, we expect a slight increase in market share. Sales in the Adhesive Technologies business unit are expected to grow by between 2 and 6 percent per year (previous year: 2 to 5.5 percent) on average over the detailed four-year forecasting horizon, thus exceeding the market average. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information152 In all the business units, we assume that a future increase in the cost of raw materials can be extensively offset by cost reduction measures in purchasing and by passing the increase on to our customers, as well as through the implementation of efficiency improvement measures. Given our continued pro-active management of the portfolio, we anticipate achiev- ing at least stable gross margins in all our business units. Trademarks and other rights with indefinite useful lives are presented in the following table. Book values – Trademarks and other rights 101 Cash-generating units (summarized) in million euros Packaging and Consumer Goods Adhesives Transport and Metal General Industry Electronics Adhesives for Consumers, Craftsmen and Building Total Adhesive Technologies Branded Consumer Goods Hair Salon business Total Beauty Care Laundry Care Home Care Total Laundry & Home Care At December 31, 2017 At December 31, 2018 Trademarks and other rights with indefinite useful lives Terminal growth rate Weighted average cost of capital Trademarks and other rights with indefinite useful lives Terminal growth rate Weighted average cost of capital 51 18 – 90 66 225 540 321 1 861 1,586 327 1,913 1.50 % 1.50 % 1.00 % 1.50 % 1.00 % 7.25 % 7.25 % 7.25 % 7.25 % 7.25 % 0.20 – 2.00 % 6.25 – 8.84 % 0.20 – 2.00 % 6.25 – 10.35 % 1.00 – 2.00 % 6.25 – 13.78 % 1.00 – 2.00 % 6.25 – 13.15 % 51 14 – 90 69 224 559 335 894 1,643 339 1,982 1.50 % 1.50 % 1.00 % 1.50 % 1.00 % 7.25 % 7.25 % 7.25 % 7.25 % 7.25 % 0.20 – 2.00 % 6.00 – 8.30 % 0.20 – 2.00 % 6.00 – 8.08 % 1.00 – 2.00 % 6.00 – 12.84 % 1.00 – 2.00 % 6.00 – 13.21 % 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). We assess impairment of trademarks and other rights with indefinite useful lives according to the fair-value-less-costs- to-sell approach at the level of the cash-generating unit, which consists of either global strategic business units (Adhesive Technologies) or regional strategic business units. We base the approach on future estimated cash flows which are obtained from business budgets. The determination of fair value (before deduction of costs to sell) is allocated to valuation level 3 of the fair value hierarchy (see Note 22 on pages 179 to 202). The assumptions upon which the essential planning parameters are based reflect experience gained in the past, aligned to cur- rent information provided by external sources. Budgets are prepared on the basis of a financial planning horizon of four years. For the period after that, a growth rate in a range between 0.2 and 2 percent (previous year: 0.2 and 2 percent) in the cash flows (which in particular takes into account the passing-on of expected inflation rises to our customers) is assumed for the purpose of impairment testing. The euro to US dollar exchange rate applied is 1.19. Taking into account specific tax effects, the cash flows of the various cash-generat- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationing units are discounted at different rates, with a range between 6.00 and 13.21 percent applied as the weighted aver- age cost of capital (WACC) to each cash-generating unit. The trademarks and other rights with indefinite useful lives with a net book value of 3,100 million euros (previous year: 2,999 million euros) are established in their markets and will continue to be intensively promoted. Moreover, there are no other statutory, regulatory or competition-related factors that limit our usage of our brand names. Our annual impairment tests on trademarks and other rights with indefinite useful lives required impairment losses of 0 million euros (previous year: 0 million euros). The company also intends to continue using the brands dis- closed as having definite useful lives. No impairment losses were registered with respect to trademarks and other rights with definite useful lives in 2018. 2 Property, plant and equipment Cost in million euros At January 1, 2017 Acquisitions Divestments Additions Disposals Reclassifications to assets held for sale Reclassifications Translation differences At Dec. 31, 2017 / Jan. 1, 2018 Acquisitions Divestments Additions Disposals Reclassifications to assets held for sale Reclassifications Translation differences Land, land rights and buildings Plant and machinery Factory and office equipment Assets in the course of construction 2,214 94 1 – 11 77 – 21 – 3 47 – 104 3,479 77 1 – 33 130 – 98 – 133 – 176 1,095 5 – 3 79 – 82 – 48 – 44 2,293 3,512 1,098 19 – 15 – 33 – 16 45 – 9 12 – 2 133 – 98 – 6 178 – 8 1 – 71 – 71 – 1 55 6 264 4 – 304 – – – 228 – 13 331 – – 357 – – – 278 – 8 402 At December 31, 2018 2,314 3,721 1,159 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 153 102 Total 7,052 180 – 47 590 – 201 – 3 – – 337 7,234 32 – 2 576 – 202 – 23 – – 19 7,596 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationAccumulated depreciation / impairment in million euros At January 1, 2017 Divestments Write-ups Scheduled depreciation Impairment losses Disposals Reclassifications to assets held for sale Reclassifications Translation differences At Dec. 31, 2017 / Jan. 1, 2018 Divestments Write-ups Scheduled depreciation Impairment losses Disposals Reclassifications to assets held for sale Reclassifications Translation differences At December 31, 2018 Net book values in million euros At December 31, 2018 At December 31, 2017 Plant and machinery Factory and office equipment Assets in the course of construction Land, land rights and buildings 1,094 – 4 – 65 9 – 16 – – – 35 1,113 – – 72 3 – 26 – 14 – – 3 2,260 – 23 – 226 12 – 93 – – – 85 2,297 – 1 – 224 16 – 69 – 6 – 2 1,145 2,463 811 – 2 – 110 8 – 76 – – – 34 817 – – 109 3 – 61 – 1 – – 1 866 – – – – – – – – – – – – – – – – – – – Land, land rights and buildings 1,169 1,180 Plant and machinery Factory and office equipment Assets in the course of construction 1,258 1,215 293 281 402 331 154 103 Total 4,165 – 29 – 401 29 – 185 – – – 154 4,227 – 1 – 405 22 – 156 – 21 – – 2 4,474 104 Total 3,122 3,007 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationAdditions are stated at purchase or manufacturing cost. The latter includes direct costs and appropriate proportions of necessary overheads. Interest charges on borrowings are not included, as Henkel does not currently hold any qualifying assets in accordance with International Accounting Standard (IAS) 23 Borrowing Costs. Cost figures are shown net of invest- ment grants and allowances. In fiscal 2018, investment grants of 19 million euros were deducted from purchase and manu- facturing costs. Some of the grants are conditional upon cer- tain terms and conditions being met, such as location guaran- tees. The company is sufficiently confident that these terms and conditions can be satisfied. Acquisition-related incidental costs incurred in order to make the asset ready for the intended use are capitalized. An overview of the primary investment projects undertaken during the fiscal year can be found on pages 84 and 85 in the combined management report. At December 31, 2018, property, plant and equipment with a carrying amount of 0 million euros had been pledged as secu- rity for existing liabilities (previous year: 0 million euros). The periods over which the assets are depreciated are based on their estimated useful lives as set out on page 148. Scheduled depreciation and impairment losses recognized are allocated to the relevant functions in the consolidated statement of income. 155 105 3 Other financial assets Analysis in million euros Receivables from non-consolidated affiliated companies and associated companies Financial receivables from third parties Derivative financial instruments Investments accounted for using the equity method Other investments Receivable from Henkel Trust e.V. Securities and time deposits Financial collateral provided Sundry financial assets Total At December 31, 2017 At December 31, 2018 Non- current Current Total Non- current Current Total – 14 – 1 22 – – – 13 50 1 12 64 – – 605 203 37 150 1 26 64 1 22 605 203 37 163 1,072 1,122 1 11 – 3 35 – – – 15 65 – 12 37 – – 608 221 49 103 1 23 37 3 35 608 221 49 118 1,030 1,095 With the exception of investments, derivatives, securities and time deposits, other financial assets are measured at amortized cost. The receivable from Henkel Trust e.V. relates to pension pay- ments made by Henkel AG & Co. KGaA to retirees for which reimbursement can be claimed from Henkel Trust e.V. Of the receivables from non-consolidated affiliated companies and associated companies, 1 million euros (previous year: 0 million euros) is attributable to non-consolidated affiliated companies. Securities and time deposits are monies deposited as part of our short-term financial management arrangements. The monies involved are primarily time deposits. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 156 Sundry non-current financial assets include, among others, receivables from insurance companies. The sundry current financial assets include the following: • Receivables from sureties and guarantee deposits amount- ing to 21 million euros (previous year: 35 million euros) • Receivables from suppliers amounting to 26 million euros (previous year: 15 million euros) • Receivables from employees amounting to 9 million euros (previous year: 11 million euros). 4 Other assets Analysis in million euros Tax receivables Payments on account Overfunding of pension obligations Reimbursement rights related to employee benefits Accruals Sundry other assets Total At December 31, 2017 At December 31, 2018 Non-current – – 30 102 28 10 1 170 Current 247 79 – 10 77 42 1 455 Total 247 79 30 112 105 52 625 Non-current Current 9 – 43 102 28 2 184 209 56 – 9 86 46 406 106 Total 218 56 43 111 114 48 590 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 5 Deferred taxes Deferred taxes are recognized for temporary differences between the valuation of an asset or a liability in the financial statements and its tax base, for tax losses carried forward, and for unused tax credits. This also applies to temporary differ- ences in valuation arising through acquisitions, with the exception of goodwill. Deferred tax liabilities on taxable temporary differences related to shares in subsidiaries are recognized to the extent that a reversal of this difference is expected in the foreseeable future. Changes in the deferred taxes in the statement of financial position result in deferred tax expenses or income unless the underlying item is directly recognized in other comprehensive income. For items recognized directly in other comprehensive income, the associated deferred taxes are also recognized in other comprehensive income. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information157 The valuation, recognition and disaggregation of deferred taxes in respect of the various items in the statement of finan- cial position are disclosed under Note 31 (“Taxes on income”) on pages 206 to 209. 6 Inventories In accordance with IAS 2, reported under inventories are those assets that are intended to be sold in the ordinary course of business (finished products and merchandise), those in the process of production for such sale (work in progress) and those to be utilized or consumed in the course of manufacture or the provision of services (raw materials and supplies). Pay- ments on account made for the purpose of purchasing inven- tories are likewise disclosed under the inventories heading. With the application of IFRS 9 as of January 1, 2018, the mea- surement effects from hedging transactions recognized in equity in the hedge reserve in the course of cash flow hedge accounting are recognized as part of the cost of the hedged non-financial assets. The IFRS 9 basis adjustment shown under inventories relates to currency hedges for the procure- ment of inventories in foreign currency. Inventories are measured at the lower of cost and net realiz- able value. however, are interest expenses incurred during the manufac- turing period. The net realizable value is determined as an estimated selling price less costs yet to be incurred through to completion, and less necessary selling and distribution costs. Write-downs to the net realizable value are made if, at year-end, the carrying amounts of the inventories are above their realizable fair val- ues. The resultant valuation allowance amounted to 137 mil- lion euros (previous year: 142 million euros). The carrying amount of inventories recognized at fair value less costs to sell amounted to 454 million euros (previous year: 346 million euros). The carrying amount of inventories pledged as security for liabilities was unchanged year on year at 0 million euros. Analysis of inventories 107 in million euros Raw materials and supplies Work in progress Finished products and merchandise Payments on account for merchandise IFRS 9 basis adjustment Total At December 31, 2017 At December 31, 2018 594 1 109 1,359 17 – 2,079 643 124 1,389 23 – 3 2,176 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Inventories are measured using either the “first in, first out” (FIFO) or the average cost method. Manufacturing cost includes not only the direct costs but also appropriate portions of necessary overheads (for example goods inward depart- ment, raw material storage, filling, costs incurred through to the finished goods warehouse), production-related adminis- trative expenses, the costs of the pensions of people who are employed in the production process, and production-related amortization / depreciation. The overhead add-ons are calcu- lated on the basis of average capacity utilization. Not included, 7 Trade accounts receivable Trade accounts receivable amounted to 3,610 million euros (previous year: 3,544 million euros). They are all due within one year. Valuation allowances have been recognized in respect of specific risks as appropriate. Overall, the net balance of depreciation / amortization and additions to / reversals of valuation allowances resulted in an expense of 2 million euros (previous year: income of 1 million euros). Valuation allow- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information158 ances are reported under selling and distribution costs. For an explanation of these valuation allowances and our risk manage- ment, please consult pages 192 to 195. Trade accounts receivable 108 in million euros At December 31, 2017 IFRS 9 adjustment At January 1, 2018 At December 31, 2018 Trade accounts receivable, gross less: cumula- tive valuation allowances on trade accounts receivable Trade accounts receivable, net 3,647 – 3,647 3,704 103 13 116 94 3,544 13 3,531 3,610 Development of valuation allowances on trade accounts receivable in million euros Valuation allowances at January 1 IFRS 9 adjustment Additions / Releases Derecognition of receivables Currency translation effects Valuation allowances at December 31 2017 118 – – 3 – 10 – 2 103 109 2018 103 13 – – 20 – 2 94 8 Cash and cash equivalents Recognized under cash and cash equivalents are liquid funds, sight deposits and other financial assets with an original term of not more than three months. In accordance with IAS 7, also recognized under cash equivalents are shares in money market funds which, due to their first-class credit rating and invest- ment in extremely short-term money market securities, undergo only minor value fluctuations and can be readily con- verted within one day into known amounts of cash. Utilized bank overdrafts are recognized in the statement of financial position as liabilities to banks. The volume of cash and cash equivalents increased compared to the previous year from 919 million euros to 1,063 million euros. Of this figure, 939 million euros (previous year: 742 mil- lion euros) relates to cash and 124 million euros (previous year: 177 million euros) to cash equivalents. The change is shown in the consolidated statement of cash flows. 9 Assets and liabilities held for sale Assets held for sale are assets that can be sold in their current condition and whose sale is very probable. Disposal must be expected within one year from the time of reclassification as held for sale. Such assets may be individual assets, groups of assets (disposal groups) or business operations (discontinued operations). Assets held for sale are no longer subject to sched- uled depreciation and amortization and are instead recognized at the lower of carrying amount and fair value less costs to sell (level 3), which is determined by current price negotiations with potential buyers. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information159 Compared to December 31, 2017, assets held for sale decreased by 5 million euros to 76 million euros. This item mainly relates to the Laundry & Home Care site in Scottsdale, Arizona, USA, which will probably be sold in fiscal 2019 due to the merger of the administrative functions as part of the process of integrat- ing The Sun Products Corporation. No liabilities were held for sale (December 31, 2017: 0 million euros). Assets and liabilities held for sale 110 in million euros Intangible assets and property, plant and equipment Inventories and trade accounts receivable Cash and cash equivalents Other assets Provisions Borrowings Other liabilities Net assets At December 31, 2017 At December 31, 2018 80 – – 1 – – – 81 76 – – – – – – 76 10 Issued capital Issued capital 111 in million euros At December 31, 2017 At December 31, 2018 Ordinary bearer shares Preferred bearer shares Capital stock 260 178 438 260 178 438 Comprising: 259,795,875 ordinary shares, 178,162,875 non-voting preferred shares. All shares are fully paid in. The ordinary and preferred shares are bearer shares of no par value, each of which represents a nominal proportion of the capital stock amounting to 1 euro. The liquidation proceeds are the same for all shares. The num- ber of ordinary shares issued remained unchanged year on year. The number of preferred shares in circulation was also unchanged year on year, at 174,482,323 as at December 31, 2018. Art. 6 (5) of the Articles of Association governs the allocation of authorized capital. Accordingly, the Personally Liable Partner is authorized, with the approval of the Shareholders’ Commit- tee and of the Supervisory Board, to increase the capital of the corporation at any time until April 12, 2020, by up to a nominal amount of 43,795,875 euros in total by issuing up to 43,795,875 new non-voting preferred shares for cash and / or in-kind con- sideration. The authorization may be utilized to the full extent allowed, or once or several times in installments. The propor- tion of capital stock represented by shares issued against pay- ment in kind on the basis of this authorization must not exceed a total of 10 percent of the capital stock existing at the time the authorization takes effect. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information160 The Personally Liable Partner is authorized, with the approval of the Shareholders’ Committee and of the Supervisory Board, to set aside the pre-emptive rights of shareholders in the case of a capital increase against payment in kind, particularly for the purpose of business combinations or the (direct or indi- rect) acquisition of entities, operations, parts of businesses, equity interests or other assets, including claims against the corporation or companies dependent upon it within the mean- ing of Section 17 German Stock Corporation Act [AktG]. If capital is increased against payment in cash, all shareholders are essentially assigned pre-emptive rights. However, these may be set aside where necessary, subject to the approval of the Shareholders’ Committee and of the Supervisory Board, in order to dispose of fractional amounts or to grant to holders of bonds with warrants or conversion rights issued by the corporation, or one of the companies dependent upon it, pre-emptive rights corresponding to those that would accrue to such bondholders following the exercise of their warrant or conversion rights or on fulfillment of their conversion obliga- tions, or if the issue price of the new shares is not significantly below the quoted market price at the time of issue price fixing. Liable Partner is also authorized, with the approval of the Shareholders’ Committee and of the Supervisory Board, to can- cel treasury shares without the need for further resolution by the General Meeting. Insofar as shares are issued or used to the exclusion of pre-emptive rights, the proportion of capital stock repre- sented by such shares shall not exceed 10 percent. 11 Capital reserve The capital reserve comprises the amounts received in previ- ous years in excess of the nominal value of preferred shares and convertible warrant bonds issued by Henkel AG & Co. KGaA. 12 Treasury shares At December 31, 2018, Henkel held 3,680,552 preferred shares (December 31, 2017: 3,680,552), representing a nominal propor- tion of 3.7 million euros (0.84 percent) of the capital stock. In addition, the Personally Liable Partner is authorized to pur- chase ordinary and / or preferred shares of the corporation at any time until April 12, 2020, up to a maximum nominal pro- portion of the capital stock of 10 percent. This authorization can be exercised for any legal purpose. To the exclusion of the pre-emptive rights of existing shareholders, treasury shares may, in particular, be transferred to third parties for the pur- pose of acquiring entities or participating interests in entities. Treasury shares may also be sold to third parties against pay- ment in cash, provided that the selling price is not signifi- cantly below the quoted market price at the time of share dis- posal. The shares may likewise be used to satisfy warrants or conversion rights granted by the corporation. The Personally Between March 6, 2018, and March 26, 2018, Henkel purchased a total of 305,914 preferred shares, representing a nominal pro- portion of 0.3 million euros (0.07 percent) of the capital stock. An average price of 108.84 euros was paid for each preferred share on the stock exchange; in total, 33.29 million euros was paid to buy back preferred shares (excluding incidental costs). The preferred shares were purchased solely for the purpose of awarding preferred shares to the managers of Henkel AG & Co. KGaA or one of its subsidiaries who are eligible under the terms and conditions of the Global LTI Plan 2020+ for the 2017–2020 performance cycle. The shares were awarded – i.e. transferred to the eligible managers – immediately after com- pletion of the buy-back. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information161 Due to changes that had meanwhile occurred in the group of eligible managers, a total of 327 shares representing a nominal proportion of around 327 euros (0.0001 percent) of the capital stock were no longer required for awarding and were conse- quently resold on the stock exchange, with the proceeds of the sale amounting to around 32,700 euros accruing to Henkel. Details of the Global LTI Plan 2020+ are explained on pages 211 to 213. 13 Retained earnings connection with cash flow hedges or hedges of a net investment in a foreign entity. At December 31, 2018, the negative difference attributable to shareholders of Henkel AG & Co. KGaA arising from currency translation was virtually unchanged year on year at –1,186 million euros (2017: – 1,332 million euros). 15 Non-controlling interests Recognized under non-controlling interests are equity shares held by third parties measured on the basis of the proportion of net assets they represent. Recognized in retained earnings are the following: • Amounts allocated in the financial statements of Henkel AG & Co. KGaA in previous years • Amounts allocated from consolidated net income less those amounts attributable to non-controlling interests • Buy-back of treasury shares by Henkel AG & Co. KGaA at cost and the proceeds from their disposal • Actuarial gains and losses recognized in other comprehensive income • The acquisition or disposal of ownership interests in subsidiaries with no change in control • Valuation effects following application of the anticipated acquisition method • Effects of first-time application of IFRS 9 and IFRS 15. 16 Provisions for pensions and similar obligations Description of the pension plans Employees in companies included in the consolidated financial statements have entitlements under company pension plans which are either defined contribution or defined benefit plans. These take different forms depending on the legal, financial and tax regimes of each country. The level of benefits provided is based, as a rule, on the length of service and on the income of the person entitled. Details of pension benefits for members of the Management Board are provided in the remuneration report on pages 42 to 61. 14 Other components of equity Reported under this heading are differences recognized in equity arising from the currency translation of annual financial statements of foreign subsidiaries, and also the effects arising from the valuation in comprehensive income of financial assets in the “fair value through other comprehensive income” category and of derivative financial instruments for which hedge accounting is used. The latter are derivatives used in In defined benefit plans, the liability for pensions and other post-employment benefits is calculated at the present value of the future obligations (projected unit credit method). This actuarial method of calculation takes future trends in wages, salaries and retirement benefits into account. The majority of the recipients of pension benefits are located in Germany and the USA. The pension obligations are primar- ily financed via various external trust assets that are legally independent of Henkel. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information162 Active employees of Henkel in Germany participate in a defined contribution system, “Altersversorgung 2004 (AV 2004),” which was newly formed in 2004. AV 2004 is an employer-financed pension plan that reflects the personal income development of employees during their career at Henkel and thus provides a performance-related pension. Henkel guarantees a minimum return on the company’s contributions. The benefit essentially consists of an annuity payable upon attainment of the retire- ment age plus a lump-sum payment if the annuity threshold is exceeded in the employee’s service period. In addition to age and disability pensions, the plan benefits include surviving spouse and surviving child benefits. Employees who started at Henkel after April 1, 2011, participate in the pension plan “Altersversorgung 2011 (AV 2011).” AV 2011 is an employer-financed, fund-linked retirement plan funded by contributions based on the income development of the employee. Henkel assures its employees that a lump-sum amount is available upon retirement which is at least equiva- lent to the level of principal contributions made by Henkel. Henkel pays the pension contribution into an investment fund established for the purpose of the company pension plan. Upon attaining retirement age, the employee can choose between an annuity through transfer of the superannuation lump-sum to a pension fund, or a one-time payment. To provide protection under civil law of the pension entitle- ments of future and current pensioners of Henkel AG & Co. KGaA against insolvency, we have transferred the proceeds of the bond issued in 2005 and certain other assets to Henkel Trust e.V. The trustee invests the cash with which it has been entrusted in the capital market in accordance with investment policies laid down in the trust agreement. In addition, we also subsidize medical benefits for active and retired employees resident mainly in the USA. Under these programs, retirees are reimbursed for a certain percentage of their refundable medical expenses. We create provisions during the employees’ service period and pay the promised benefits when they are claimed. The subsidies for medical benefits that are attribut- able to active employees are expensed for each period and not included in the provisions for pensions and similar obliga- tions. Disputes relating to health insurance commitments (self-insurance) are pending in the USA. They relate to issues surrounding the reimbursement of costs for certain medical treatments and whether these costs are refundable under rein- surance agreements. The defined contribution plans are structured in such a way that the corporation pays contributions to public or private sector institutions on the basis of statutory or contractual terms or on a voluntary basis and has no further obligations regarding the payment of benefits to employees. The contribu- tions for defined contribution plans, excluding multi-employer plans, for the reporting period amounted to 112 million euros (previous year: 97 million euros). In 2018, we paid 48 million euros to public sector institutions (previous year: 46 million euros) and 64 million euros to private sector institutions (previous year: 51 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information163 112 The discount rate is based on yields in the market for high- ranking corporate bonds on the respective date. The currency and term of the underlying bonds are aligned with the cur- rency and expected maturities of the post-employment pen- sion obligation. Actuarial assumptions in percent Discount rate Income trend Expected increases in costs for medical benefits in years Life expectancy at age 65 as of the valuation date for a person currently 65 years old 40 years old 1 Weighted average. Germany USA Other countries 1 2017 1.70 3.25 2018 1.80 3.25 2017 3.60 3.00 2018 4.15 3.00 2017 2.15 3.10 2018 2.45 3.05 – – 6.60 6.30 3.85 3.80 21.3 24.5 21.8 24.9 22.0 24.0 22.0 24.0 23.6 25.8 23.5 25.7 Multi-employer plans Henkel provides defined pension benefits that are financed by more than one employer. The ensuing multi-employer plans are treated as defined contribution plans because, due to the limited share of the contribution volume in the plans, the information available for each of the financing companies is insufficient for defined benefit accounting. Within Henkel Group, benefits from multi-employer plans are provided for employees in the USA. Withdrawal from our multi-employer plans at the present time would incur a one-time expense of around 20 million euros (previous year: around 21 million euros). Payments into multi-employer plans in fiscal 2018 amounted to 1 million euros (previous year: 1 million euros). We expect contributions of around 1 million euros in fiscal 2019. Assumptions Group-wide, the obligations from our pension plans are valued by an independent external actuary at the end of the fiscal year. The calculations at the end of the fiscal year are based on the actuarial assumptions below. These are given as the weighted average. The mortality rates used are based on pub- lished statistics and experience relating to each country. In Germany, the assumptions are based on the “Heubeck 2018G” mortality table. Changing to the 2018 mortality charts resulted in an increase of 31 million euros in the present value of pen- sion obligations. This effect was recognized in other compo- nents of equity. In the USA, the assumptions are based on the modified “RP 2014” mortality table. The valuation of pension obligations in Germany is based essentially on the assumption of a 1.8 percent increase in retirement benefits (previous year: 1.8 percent). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information164 Development of defined benefit obligations at December 31, 2017 in million euros At January 1, 2017 Changes in the Group Translation differences Actuarial gains (–) / losses (+) of which: from changes in demographic assumptions of which: from changes in financial assumptions of which: from experience adjustments Current service cost Employee contributions Gains (–) / losses (+) arising from the termination and curtailment of plans Interest expense Retirement benefits paid out of plan assets Employer payments for pension obligations Other changes At December 31, 2017 of which: obligations not covered by plan assets of which: obligations covered by plan assets of which: obligations covered by reimbursement rights Development of plan assets at December 31, 2017 in million euros At January 1, 2017 Changes in the Group Translation differences Employer contributions Employee contributions Retirement benefits paid out of plan assets Planned income on plan assets Remeasurements in equity Other changes At December 31, 2017 Germany 3,120 10 0 – 38 – – 29 – 9 46 19 – 4 49 – 126 – 2 – 3,074 100 2,974 – Germany 2,718 – – 28 19 – 126 52 147 – 2,838 USA Other countries 1,237 1 – 154 71 – 8 73 6 14 – – 45 – 61 – 27 – 1,126 145 869 112 1,204 77 – 35 – 6 – 14 27 – 19 30 1 – 2 24 – 40 – 15 – 6 1,232 83 1,149 – USA Other countries 871 – – 110 37 – – 61 33 48 – 818 997 44 – 27 47 1 – 40 18 22 – 6 1,056 113 Total 5,561 88 – 189 27 – 22 71 – 22 90 20 – 6 118 – 227 – 44 – 6 5,432 328 4,992 112 114 Total 4,586 44 – 137 112 20 – 227 103 217 – 6 4,712 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information165 Development of asset ceiling at December 31, 2017 in million euros At January 1, 2017 Interest cost for asset ceiling Remeasurements in equity At December 31, 2017 Development of the net obligation at December 31, 2017 in million euros Net obligation at January 1, 2017 Recognized through profit or loss Current service cost Gains (–) / losses (+) arising from the termination and curtailment of plans Interest expense Recognized in other comprehensive income Actuarial gains (–) / losses (+) Remeasurements in equity Change in the effect of the asset ceiling Other items recognized in equity Employer payments Changes in the Group Translation differences Net obligation at December 31, 2017 Overfunding of pension obligations Recognized provision at December 31, 2017 Germany USA Other countries – – – – – – – – 8 – 2 10 Germany 402 USA Other countries 366 215 46 – 4 – 3 – 38 – 147 – – 30 10 – 236 – 236 14 – 12 71 – 48 – – 64 1 – 44 308 19 327 30 – 2 6 – 6 – 22 2 – 62 33 – 8 186 11 197 115 Total 8 – 2 10 116 Total 983 90 – 6 15 27 – 217 2 – 156 44 – 52 730 30 760 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information166 Development of defined benefit obligations at December 31, 2018 in million euros At January 1, 2018 Changes in the Group Translation differences Actuarial gains (–) / losses (+) of which: from changes in demographic assumptions of which: from changes in financial assumptions of which: from experience adjustments Current service cost Employee contributions Gains (–) / losses (+) arising from the termination and curtailment of plans Interest expense Retirement benefits paid out of plan assets Employer payments for pension obligations Other changes At December 31, 2018 of which: obligations not covered by plan assets of which: obligations covered by plan assets of which: obligations covered by reimbursement rights Development of plan assets at December 31, 2018 in million euros At January 1, 2018 Changes in the Group Translation differences Employer contributions Employee contributions Retirement benefits paid out of plan assets Planned income on plan assets Remeasurements in equity Other changes At December 31, 2018 Germany 3,074 USA Other countries 1,126 1,232 4 – – 39 31 – 67 – 3 43 21 – 7 52 – 122 – 2 – 3,024 93 2,931 – Germany 2,838 – – 41 21 – 122 57 – 179 – 2,656 11 51 – 77 – – 62 – 15 19 – – 39 – 61 – 26 – 1,082 141 830 111 – 10 – 3 – 48 – 10 – 44 6 23 1 1 24 – 41 – 9 – 1 1,169 86 1,083 – USA Other countries 818 6 39 81 – – 61 30 – 68 – 845 1,056 – 6 – 2 52 1 – 41 19 – 42 – 1 1,036 117 Total 5,432 5 48 – 164 21 – 173 – 12 85 22 – 6 115 – 224 – 37 – 1 5,275 320 4,844 111 118 Total 4,712 – 37 174 22 – 224 106 – 289 – 1 4,537 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information167 Development of asset ceiling at December 31, 2018 in million euros At January 1, 2018 Interest cost for asset ceiling Remeasurements in equity At December 31, 2018 Development of the net obligation at December 31, 2018 in million euros Net obligation at January 1, 2018 Recognized through profit or loss Current service cost Gains (–) / losses (+) arising from the termination and curtailment of plans Interest expense Recognized in other comprehensive income Actuarial gains (–) / losses (+) Remeasurements in equity Change in the effect of the asset ceiling Other items recognized in equity Employer payments Changes in the Group Translation differences Net obligation at December 31, 2018 Overfunding of pension obligations Recognized provision at December 31, 2018 Germany USA Other countries – – – – – – – – 10 – 4 14 Germany 236 USA Other countries 308 186 43 – 7 – 5 – 39 179 – – 43 4 – 368 – 368 19 – 9 – 77 68 – – 107 5 12 237 18 255 23 1 5 – 48 42 4 – 61 – 4 – 1 147 24 171 119 Total 10 – 4 14 120 Total 730 85 – 6 9 – 164 289 4 – 211 5 11 752 42 794 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information168 Analysis of reimbursement rights in million euros At January 1 Changes in the Group Translation differences Employer contributions Employee contributions Retirement benefits paid Interest income Remeasurements in equity At December 31 2017 115 – – 11 8 – – 12 4 8 112 121 2018 112 – 9 1 – – 6 4 – 9 111 Within our consolidated statement of income, current service costs are allocated on the basis of cost of sales to the respective function. Only the net of interest expense for the present value of obligations and interest income from plan assets is reported in the interest result. All gains / losses from the termination and curtailment of plans are recognized in other operating income / expenses. The employer contributions in respect of state pension provisions are included as “Social security con- tributions and staff welfare costs” under Note 34 on page 211. In 2018, allocations to the pension fund amounted to 174 mil- lion euros (previous year: 112 million euros). The reimbursement rights covering a portion of the pension obligations in the USA are assets that do not fulfill the defini- tion of plan assets as stated in IAS 19. The reimbursement rights indicated are available to the Group in order to cover the expenditures required to fulfill the respective pension obligations. Reimbursement rights and the associated pension obligations must, according to IAS 19, be shown unnetted in the statement of financial position. Payments into pension funds in fiscal 2019 are expected to total 51 million euros. The total present value (defined benefit obligation – DBO) is comprised of: • 1,827 million euros (previous year: 1,881 million euros) for active employees, • 861 million euros (previous year: 914 million euros) for former employees with vested benefits, and • 2,587 million euros (previous year: 2,637 million euros) for retirees. The average weighted duration of pension obligations is 15 years (previous year: 15 years) for Germany, 8 years (previ- ous year: 9 years) for the USA and 18 years (previous year: 19 years) for other countries. In determining net liability, we take into account amounts that are not recognized due to asset ceiling restrictions. If the fair value of the plan asset item exceeds the obligations arising from the pension benefits, an asset is recognized only if the reporting entity can also derive economic benefit from these assets, for example in the form of return flows or a future reduction in contributions (Asset Ceiling per IAS 19.58 ff.). In the reporting period, we recorded an amount of 14 million euros as the asset ceiling (previous year: 10 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information169 Analysis of plan assets in million euros Shares Europe USA Others Bonds and hedging instruments Government bonds Corporate bonds Derivatives Alternative investments Cash Liabilities 1 Other assets Total At December 31, 2017 At December 31, 2018 Quotation on active markets No quotation on active markets 1,476 709 177 590 3,307 1,260 2,047 – – – – – 4,783 – – – – – 28 – – – 28 254 106 – 605 202 – 71 Total 1,476 709 177 590 3,279 1,260 2,047 – 28 254 106 – 605 202 4,712 Quotation on active markets No quotation on active markets 1,047 363 174 510 3,454 1,685 1,769 – – – – – 4,501 – – – – 19 – – 19 272 170 – 608 183 36 122 Total 1,047 363 174 510 3,473 1,685 1,769 19 272 170 – 608 183 4,537 1 Liability to Henkel AG & Co. KGaA from the assumption of pension payments for Henkel Trust e.V. Plan assets by country 2018 123 Classification of bonds by rating 2018 124 USA 19 % Germany 58 % Non-investment grade 6 % Investment grade 94 % Other countries 23 % Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 170 The objective of the investment strategy for the global plan assets is the long-term security of pension payments. This is ensured by comprehensive risk management that takes into account the asset and liability portfolios of the defined benefit pension plans. Henkel pursues a liability-driven investment (LDI) approach in order to achieve the investment objective. This approach takes into account the structure of the pension obligations and governs the funding ratio of the pension plans. To improve the funding ratio, Henkel invests plan assets in a diversified portfolio for which the expected long-term yield is above the interest costs of the pension obligations. In order to cover the risks arising from trends in wages, sala- ries and life expectancies, and to close the potential deficit between plan assets and pension obligations over the long term, additional investments are made in a return-enhancing portfolio as an add-on instrument that contains assets such as equities, private equity and real estate. The target portfolio structure of the plan assets is essentially determined in asset-liability studies. These studies are conducted regularly with the help of external advisors who assist Henkel in the investment of plan assets. They examine the actual portfolio structure, taking into account current capital market condi- tions, investment principles and the obligation structure, and can suggest adjustments be made to the portfolio. The expected long-term yield for individual plan assets is derived from the target portfolio structure and the expected long-term yields for the individual asset classes. Major plan assets are administered by external fund managers in Germany and the USA. These countries pursue the above investment strategies and are monitored centrally. At Decem- ber 31, 2018, other assets making up the plan assets included the present value of a non-current receivable of 60 million euros (previous year: 62 million euros) relating to claims per- taining to a hereditary building lease assigned by Henkel AG & Co. KGaA to Henkel Trust e.V. Also shown here is a claim of 98 million euros (previous year: 106 million euros) against BASF Personal Care & Nutrition GmbH (formerly Cognis GmbH) for indemnification of pension obligations. This claim represents the nominal value, which is equivalent to the mar- ket price. In the reporting year, as in the previous year, we held no direct investments and no treasury shares in respect of plan assets in the portfolio. Risks associated with pension obligations Our internal pension risk management monitors the risks of all pension plans Group-wide in compliance with local legal regulations. As part of the monitoring process, guidelines on the control and management of risks are adopted and continu- ously developed; these guidelines mainly govern external funding, portfolio structure and actuarial assumptions. The objective of the financing strategy within the Group is to ensure that plan assets cover 90 to 100 percent of the present value of the funded pension obligations. The contributions and investment strategies are intended to ensure nearly com- plete coverage of the plans for the duration of the pension obligations. Henkel’s pension obligations are exposed to various market risks. These risks are counteracted by the degree of external funding and the structure of pension benefits. The risks relate primarily to changes in market interest rates, inflation, and life expectancy, as well as general market fluctuations. Pension obligations based on contractual provisions in Germany gen- erally entail lifelong benefits payable when the employee reaches retirement age or in the case of incapacity or death. In order to reduce the risks arising from the payment of life- long benefits as well as inflation, pension benefits have been gradually converted since 2004 to what are known as modular benefits with a pension option, with the fund available being Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information171 In addition to the pension obligation risks already presented, there are specific risks associated with multi-employer plans. In the Henkel Group, these relate solely to the USA. The contri- butions to these plans are raised mainly through an allocation process based on the pension-eligible income of active employees. Restructuring contributions may also be made in order to close gaps in coverage. The risks of such plans arise largely from higher future contributions to close coverage gaps or through discontinuation by other companies obligated to make contributions. The effects of changes to assumptions with respect to medical benefits for employees and retirees in the USA are shown in the sensitivities analysis. The analysis of our Group-wide pension obligations revealed no extraordinary risks. initially divided into an annuity and lump-sum portion. Newly hired employees since 2011 receive a commitment based primarily on the lump-sum benefit. Generally, lump- sum benefits may also be paid out as an annuity through a pension fund. All benefits in Germany are financed through a provident fund (Vorsorgefonds) established for the purpose of the occupational pension plan. Benefits for new employees since 2011, as well as a portion of the entitlements vested since 2004, are linked to the performance of this provident fund, resulting in a reduction in overall risk to the Group. The described adjustments within the pension structure reduce the financial risk arising from pension commitments in Ger- many. By linking the benefit to the capital investment, the net risk is also largely eliminated. An increase in the long-term inflation assumption would mainly affect the expected increase in pensions and the expected trend in pension-eligible salaries. The pension obligations in the USA are based primarily on three retirement plans that are all closed to new employees. New employees receive pension benefits based on a defined contribution plan. The pension benefits generally have a lump-sum option which is usually exercised. When a pension becomes payable, the amount granted is determined on the basis of current market interest rates. As a result, the impact of a change to the interest rate used in the calculation is low compared to pension commitments entailing lifelong bene- fits. Additionally, in the USA, pensions paid once are not adjusted by amount, thus there are no direct risks during the pension payment period arising from pending annuity adjust- ments. Inflation risks therefore result mainly from the salary adjustments awarded. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationCash flows and sensitivities In the next five financial years, the following payments from pension plans are expected: Future payments for pension benefits in million euros Germany 2019 2020 2021 2022 2023 145 131 133 134 143 USA 121 96 95 91 87 Other countries 35 34 36 37 40 125 Total 301 261 264 262 270 The future level of the funded status and thus of the pension obligations depends on the development of the discount rate, among other factors. Companies based in Germany and the USA account for 78 percent of our pension obligations. The medical costs for employees of our subsidiaries in the USA which are incurred after retirement are also recognized in the pension obligations for defined benefit plans. A rate of increase of 6.3 percent (previous year: 6.6 percent) was assumed for the medical costs. We expect this rate of increase to fall gradually to 4.5 percent by 2037 (previous year: 4.5 per- cent by 2037). The effects of a change in material actuarial assumptions for the present value of pension obligations are as follows: 172 126 Total 5,085 5,840 5,467 5,409 5,674 5,231 5,442 5,435 127 Total Sensitivities – Present value of pension obligations at December 31, 2017 in million euros Present value of obligations In the event of: Germany USA Other countries 3,074 1,126 1,232 5,432 Increase in the discount rate by 0.5 pp Reduction of the discount rate by 0.5 pp Rise in future income increases by 0.5 pp Reduction of future income increases by 0.5 pp Rise in retirement benefits increases by 0.5 pp Reduction of retirement benefits increases by 0.5 pp Rise in medical costs by 0.5 pp Reduction of medical costs by 0.5 pp 2,875 3,299 3,074 3,073 3,234 2,928 3,074 3,074 1,088 1,185 1,139 1,128 1,133 1,133 1,136 1,131 1,122 1,356 1,254 1,208 1,307 1,170 1,232 1,230 pp = percentage points Sensitivities – Present value of pension obligations at December 31, 2018 in million euros Present value of obligations In the event of: Germany USA Other countries 3,024 1,082 1,169 5,275 Increase in the discount rate by 0.5 pp Reduction of the discount rate by 0.5 pp Rise in future income increases by 0.5 pp Reduction of future income increases by 0.5 pp Rise in retirement benefits increases by 0.5 pp Reduction of retirement benefits increases by 0.5 pp Rise in medical costs by 0.5 pp Reduction of medical costs by 0.5 pp 2,839 3,233 3,024 3,023 3,181 2,881 3,024 3,024 1,043 1,126 1,086 1,078 1,082 1,082 1,085 1,080 1,070 1,281 1,187 1,150 1,229 1,115 1,169 1,167 4,952 5,640 5,297 5,251 5,492 5,078 5,278 5,271 pp = percentage points Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationThe extension of life expectancy in Germany by one year would increase the present value of pension obligations by 4 percent (previous year: 4 percent). It should be noted with respect to the sensitivities presented that, due to mathematical effects, the percentage change is not and does not need to be linear. Thus the percentage increases and decreases do not vary by the same absolute amount. Each sensitivity is independently calculated and is not subject to scenario analysis. 17 Income tax provisions and other provisions Development in 2018 in million euros Income tax provisions of which: non-current of which: current Restructuring provisions of which: non-current of which: current Sundry provisions of which: non-current of which: current Total of which: non-current of which: current At December 31, 2017 Amendments 1 At January 1, 2018 Acquisitions Utilized Released Added Other changes 464 27 437 224 65 159 1,870 273 1,597 2,558 365 2,193 – 31 – 11 – 20 116 15 101 85 4 81 433 16 417 224 65 159 1,986 288 1,698 2,643 369 2,274 0 0 0 0 0 0 6 1 5 6 1 5 – 283 – 18 – 265 – 124 – 20 – 104 – 898 – 25 – 873 – 1,305 – 63 – 1,242 – 37 – 8 – 29 – 25 – 4 – 21 – 138 – 11 – 127 – 200 – 23 – 177 348 157 191 123 18 105 897 14 883 1,368 189 1,179 – 4 5 – 9 – 4 – 5 1 6 – 36 42 –2 – 36 34 1 The amendments relate to prior-year figures (please refer to the notes on pages 140 and 141) and an adjustment of 71 million euros to the opening balance at January 1, 2018, due to first-time application of IFRS 15 (please refer to the notes on pages 143 and 144). 173 128 At December 31, 2018 457 152 305 194 54 140 1,859 231 1,628 2,510 437 2,073 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information174 Provisions are recognized for obligations toward third parties where the outflow of resources is probable and the expected obligation can be reliably estimated. Provisions are measured to the best estimate of the expenditures required in order to meet the current obligation as of the reporting date. Price increases expected to take place prior to the time of perfor- mance are included in the calculation. Provisions in which the interest effect is material are discounted to the reporting date at a pre-tax interest rate. For obligations in Germany, we have applied interest rates of between 0.0 and 2.2 percent (previous year: – 0.1 and 2.2 percent). The income tax provisions comprise accrued tax liabilities and amounts set aside for the outcome of external tax audits. Other provisions include identifiable obligations toward third parties. They are measured at total cost. Other changes in provisions include changes in the scope of consolidation, movements in exchange rates, compounding effects, and adjustments to reflect changes in maturity as time passes. Provisions are recognized in respect of restructuring mea- sures, provided that work has begun on the implementation of a detailed, formal plan or such a plan has already been com- municated. Additions to the restructuring provisions are related to the optimization of our distribution structures and to the integration of our acquisitions. The provisions for obligations arising from our sales activities cover expected burdens in the form of subsequent reductions in already generated revenues, and risks arising from pending transactions. Provisions for payroll obligations essentially cover expendi- tures likely to be incurred by the Group for variable, perfor- mance-related remuneration components. Provisions for obligations in the production and engineering sphere relate primarily to provisions for warranties. Analysis of sundry provisions by function 129 in million euros Sales of which: non-current of which: current Payroll of which: non-current of which: current Production and engineering of which: non-current of which: current Various sundry obligations of which: non-current of which: current Total of which: non-current of which: current At December 31, 2017 1 At December 31, 2018 944 8 936 588 158 430 48 24 24 335 98 237 1,915 288 1,627 1,084 7 1,077 468 115 353 46 23 23 261 86 175 1,859 231 1,628 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Risks arising from legal disputes and proceedings Provisions have been made for individual risks arising from civil disputes in the amount of probable claims plus associ- ated procedural costs. In accordance with IAS 37.92, further disclosures with respect to the proceedings and their related risks to Henkel have not been made in order to refrain from interference with their outcome. On December 18, 2014, in an action relating to infringements between 2003 and 2006, the French antitrust authorities Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information175 imposed fines amounting to around 951 million euros in total against various international companies in the cosmetic and detergent industries. Henkel received a fine of 109 million euros, which was paid provisionally on May 15, 2015. A final decision on the appeal filed by Henkel with regard to the amount of the fine is still pending. Henkel and its Group companies are also defendants in or par- ties to other judicial, arbitrational, and official proceedings. The course and outcomes of legal disputes are inherently uncertain and unpredictable. Based on the knowledge cur- rently available, no negative future impact, material or other- wise, on the net assets, financial position and results of opera- tions of the corporation is expected. 18 Borrowings Borrowings in million euros Bonds Commercial paper 1 Liabilities to banks 2 Other borrowings Total At December 31, 2017 At December 31, 2018 Non-current Current 2,157 – 916 3 3,076 509 729 30 – 1,268 Total 2,666 729 946 3 4,344 Non-current 1,556 – – – 1,556 Current 664 1,931 24 – 2,619 130 Total 2,220 1,931 24 – 4,175 1 From the euro and US dollar commercial paper program (total volume: 2 billion US dollars and 2 billion euros). 2 Obligations with floating rates of interest or interest rates pegged for less than one year. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationType Nominal value Carrying amounts excluding accrued interest Market values excluding accrued interest 1 Market values including accrued interest 1 Interest rate Maturity 176 131 Bonds Issuer in million euros 2017 2018 2017 2018 2017 2018 Henkel AG & Co. KGaA Henkel AG & Co. KGaA Bond Bond 500 million euros 700 million euros Henkel AG & Co. KGaA Bond 750 million US dollars Henkel AG & Co. KGaA Bond 300 million GB pounds 2 Henkel AG & Co. KGaA Bond 600 million US dollars 500 698 624 336 499 – 699 654 334 523 501 700 619 335 498 – 700 648 328 518 501 700 622 336 503 – 700 651 329 524 Total bonds 2,657 2,210 2,653 2,194 2,662 2,204 1 Market value of the bonds derived from the stock market price at December 31. 2 A cross-currency swap is in place to convert the interest and principal payments on the bond denominated in British pounds into euro payments. During the reporting period, we repaid our 1.1 billion US dollar syndicated bank loan prematurely, and increased our commer- cial paper portfolio by 1.2 billion euros to 1.9 billion euros. The interest rate hedge on the variable US dollar interest payments for the syndicated bank loan was also closed prematurely. A 500 million euro bond was redeemed on schedule in the reporting period. 2017 0 % p.a. 0 % p.a. 2018 – 09/13/2018 0 % p.a. 09/13/2021 1.5 % p.a. 1.5 % p.a. 09/13/2019 0.875 % p.a. 0.875 % p.a. 09/13/2022 2.0 % p.a. 2.0 % p.a. 06/12/2020 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information19 Other financial liabilities Analysis 177 132 in million euros Non-current Current Total Non-current Current Total At December 31, 2017 At December 31, 2018 Liabilities to non-consolidated affiliated companies and associated companies Liabilities to customers Derivative financial instruments Sundry financial liabilities Total – – 28 59 1 87 7 45 72 90 214 7 45 100 149 301 – – 38 31 69 7 50 41 47 145 7 50 79 78 214 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Of the liabilities to non-consolidated affiliated companies and associated companies, 7 million euros (previous year: 7 mil- lion euros) is attributable to non-consolidated affiliated com- panies. Included in the sundry financial liabilities are out- standing purchase price liabilities of 9 million euros (previous year: 52 million euros) relating to the acquisition of the Darex Packaging Technologies business, as well as the contingent purchase price liability of 29 million euros relating to our acquisition in Nigeria (previous year: 27 million euros), and liabilities from finance leases of 5 million euros (previous year: 13 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information178 20 Other liabilities Analysis in million euros Other tax liabilities Liabilities to employees Liabilities relating to employee deductions Liabilities in respect of social security Sundry other liabilities Total At December 31, 2017 At December 31, 2018 Non-current – 7 – – 10 17 Current 178 37 44 24 57 340 Total 178 44 44 24 67 357 Non-current – 2 – – 16 18 Current 152 38 40 20 68 318 133 Total 152 40 40 20 84 336 The sundry other liabilities primarily comprise various income deferrals for other accounting periods amounting to 18 million euros (previous year: 22 million euros) and pay- ments on account received in the amount of 5 million euros (previous year: 5 million euros). 21 Trade accounts payable Trade accounts payable decreased from 3,721 million euros to 3,713 million euros. In addition to purchase invoices, they also relate to accruals for invoices outstanding in respect of goods and services received. They are all due within one year. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information179 22 Financial instruments report Financial instruments explained by category The effects of first-time application of IFRS 9 starting on January 1, 2018, are explained in the section on accounting principles and methods applied in preparation of the consoli- dated financial statements on pages 142 and 143. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Within Henkel Group, financial instruments are reported in the statement of financial position under trade accounts receivable, trade accounts payable, borrowings, other financial assets, other financial liabilities, and cash and cash equiva- lents. Financial instruments are recognized once Henkel becomes a party to the contractual provisions of the financial instrument. The recognition of financial assets takes place at the settlement date, with the exception of derivative financial instruments, which are recognized at the transaction date. All financial instruments are initially reported at their fair value. Only those trade accounts receivable without any material financing com- ponent are recognized at transaction price as defined in IFRS 15. Transaction costs are only capitalized if the financial instruments are not subsequently remeasured at fair value through profit or loss. Classification rules must be complied with at the time of recognition. The classification of a financial asset or financial liability dictates how it is to be subsequently remeasured. IFRS 9 contains three categories for classifying financial assets: “measured at amortized cost,” “measured at fair value through profit or loss” and “measured at fair value through other comprehensive income.” The standard eliminates the cat- egories: “held to maturity,” “loans and receivables,” and “avail- able for sale,” that were specified in IAS 39. Financial instru- ments are allocated to the IFRS 9 categories initially on the basis of the contractual cash flows. The classification of finan- cial assets whose cash flows are comprised entirely of interest and redemption payments is then dictated by the business model. Financial instruments held so as to collect contractual cash flows are recognized at amortized cost. With the excep- tion of derivative financial instruments, other investments and certain cash deposits recognized as securities and time deposits and as cash equivalents, all financial assets fulfill these criteria and are recognized at amortized cost. If the busi- ness model essentially requires the assets to be held, albeit with sales remaining possible where necessary, for example to cover liquidity needs, said assets are recognized at fair value through other comprehensive income. Henkel currently uses this category for certain shares in investment funds that it uses for the long-term investment of cash. Financial instru- ments whose cash flows are comprised entirely of interest and redemption payments but which are not held within one of the two aforementioned business models, are recognized at Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information180 fair value through profit or loss. Financial instruments whose cash flows are not comprised entirely of interest and redemp- tion payments are always recognized at fair value through profit or loss. At Henkel, this is the case with derivative finan- cial instruments, shares in open-end investment funds held to manage liquidity, and cash deposits with embedded deriva- tives. Henkel exercises its right to choose to recognize individ- ual equity instruments, including shares in closed-end invest- ment funds, at fair value through other comprehensive income. If these equity instruments are sold or written down, the valuation effects accumulated up to then in other compre- hensive income are reclassified to retained earnings and not included in the statement of income. Derivative financial instruments are always measured at fair value through profit or loss. Hedge accounting is applied in individual cases – where possible and economically sensible – in order to avoid profit and loss variations arising from fair value changes in derivative financial instruments. Fair value and cash flow hedges are designated within the Group depend- ing on the type of underlying and the risk being hedged. Details relating to the hedging contracts transacted within the Group and how the fair values of the derivatives are deter- mined are provided on pages 188 to 192. As a rule, financial liabilities are recognized at amortized cost using the effective interest method. Financial liabilities for which hedging transactions have been concluded that meet the requirements of IFRS 9 with respect to designated hedging relationships are recognized according to hedge accounting rules. Within the Henkel Group, certain trade accounts payable are included in cash flow hedge accounting. Henkel currently does not exercise the fair value option for financial assets, nor for financial liabilities. The carrying amounts of the financial assets recognized at amortized cost closely approximate their fair value due to their predominantly short-term nature. Expected credit losses are reflected in corresponding valuation allowances. Within Henkel Group, certain securities and time deposits, and the money market funds included in cash equivalents, are – in addition to derivative financial instruments and other investments – recognized at fair value. All financial liabilities – with the exception of derivative financial instruments – are essentially recognized at amor- tized cost using the effective interest method. Under IAS 39, financial instruments were assigned to the fol- lowing classes for purposes of remeasurement: • Financial instruments measured at amortized cost • Financial instruments measured at fair value Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information181 Different valuation categories were allocated to these two classes. Financial instruments assigned to the valuation cate- gories “available for sale” and “held for trading” were generally measured at fair value. Other securities and time deposits as well as other investments not measured using the equity method, both recognized under other financial assets, were categorized as “available for sale.” Only the derivative financial instruments held by the Henkel Group which were not included in hedge accounting were designated as “held for trading.” All other financial instruments including the financial assets categorized as “loans and receivables” were recognized at amortized cost using the effective interest method. The measurement categories “held to maturity” and “fair value option” were not used within the Henkel Group. The financial instruments in the measurement category “loans and receivables” were non-derivative financial instruments. They were characterized by fixed or determinable payments and were not traded in an active market. Within the Henkel Group, this category was mainly comprised of trade accounts receivable, cash and cash equivalents, and other financial assets with the exception of investments, derivatives, securi- ties and time deposits. The carrying amounts of the financial instruments categorized as “loans and receivables” closely approximated their fair value due to their predominantly short-term nature. If there were doubts as to the realizability of these financial instruments, they were recognized at amor- tized cost less appropriate valuation allowances. Financial instruments in the category “available for sale” were non-derivative financial assets and were recognized at fair value, provided that this was reliably determinable. If the fair value could not be reliably determined, they were recognized at cost. Value changes between the reporting dates were essen- tially recognized in equity through other comprehensive income (revaluation reserve) without affecting profit or loss, unless the cause lay in permanent impairment. Impairment losses were recognized through profit or loss. Once the assets were sold, the amounts recognized in the revaluation reserve were released through profit or loss. In the Henkel Group, the securities and time deposits recognized under other financial assets were categorized together with other investments as “available for sale.” The fair values of the securities and time deposits were based on quoted market prices, or derived from market data. As the fair values of other investments could not be reliably determined, they were measured at amortized cost. As of December 31, 2017, Henkel was not planning to sell any of the financial instruments recognized under other invest- ments. The following table summarizes the classification categories of IFRS 9 and reconciles the original valuation categories under IAS 39 to the new categories: Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationReconciliation of valuation categories and carrying amounts from IAS 39 to IFRS 9 182 134 in million euros Financial assets IAS 39 category 1 Trade accounts receivable Loans and receivables Other financial assets Receivables from non-consoli- dated affiliated companies and associated companies Financial receivables from third parties Derivative financial instruments not included in a designated hedging relationship Loans and receivables Loans and receivables Financial assets held for trading (level 2) Derivative financial instruments included in a designated hedging relationship Derivative financial instruments included in a designated hedging relationship (level 2) Investments in non-consolidated subsidiaries and associated companies No financial instruments Other investments Available for sale (level 3) Receivables from Henkel Trust e.V. Loans and receivables Floating-interest securities and time deposits Floating-interest securities and time deposits Floating-interest securities and time deposits – – Available for sale (level 2) Financial collateral provided Available for sale Sundry financial assets Cash and cash equivalents Loans and receivables Loans and receivables Cash and cash equivalents Loans and receivables Total TABLE CONT’D At December 31, 2017 At December 31, 2017 IAS 39 carry- ing amount 3,544 1,122 Fair value IFRS 9 category 1 3,544 Amortized cost 1,122 At January 1, 2018 At December 31, 2018 At December 31, 2018 IFRS 9 carry- ing amount IFRS 9 carry- ing amount Fair value 3,531 2 1,122 3,610 1,095 3,610 1,095 1 26 54 10 16 7 605 – – 203 37 163 773 1 Amortized cost 26 Amortized cost Fair value through profit or loss (level 2) 54 10 Not categorized (level 2) 16 No financial instruments Fair value through other comprehensive income (level 3) 7 605 Amortized cost – Amortized cost Fair value through other comprehensive income (level 1) – Fair value through profit or loss (level 2) 203 37 Amortized cost 163 Amortized cost 773 Amortized cost 1 26 54 10 16 7 605 – – 203 37 163 773 1 23 31 6 18 20 608 6 15 200 49 118 972 1 23 31 6 18 20 608 6 15 200 49 118 972 143 5,582 143 5,582 Fair value through profit or loss (level 2) 143 5,569 91 5,768 91 5,768 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationReconciliation of valuation categories and carrying amounts from IAS 39 to IFRS 9 (continued) in million euros Financial liabilities IAS 39 category 1 At December 31, 2017 At December 31, 2017 IAS 39 carry- ing amount Fair value IFRS 9 category 1 Trade accounts payable Amortized cost 3,721 3 3,721 Amortized cost Trade accounts payable – Bonds Other borrowings Other financial liabilities Derivative financial instruments not included in a designated hedging relationship Derivative financial instruments included in a designated hedging relationship Derivative financial instruments included in a designated hedging relationship Amortized cost (level 1) Amortized cost Financial assets held for trading (level 2) Derivative financial instruments included in a designated hedging relationship (level 2) – Other financial liabilities Amortized cost Total – 2,666 1,678 301 3 61 39 – 201 3 8,366 Amortized cost, included in a desig- nated hedging relationship (level 2) – 2,662 Amortized cost (level 1) 1,678 Amortized cost 301 Fair value through profit or loss (level 2) 61 39 Not categorized (level 2) – Not categorized (level 3) 201 Amortized cost 8,362 183 134 At January 1, 2018 At December 31, 2018 At December 31, 2018 IFRS 9 carry- ing amount IFRS 9 carry- ing amount 3,721 3,268 – 2,666 1,678 301 61 39 – 201 8,366 445 2,220 1,955 214 28 50 1 135 8,102 Fair value 3,268 445 2,204 1,955 214 28 50 1 135 8,086 1 Indication of the fair value hierarchy for the figures in the “Fair value” columns. 2 The carrying amount of trade accounts receivable decreased by 13 million euros following first-time application of IFRS 9 due to higher valuation allowances. 3 Prior-year figures amended (please refer to the notes on pages 140 and 141). According to the regulations of IFRS 13, fair value represents the price that would be payable in a principal market – or in the most favorable market, in the absence of the former – if an asset were to be sold or a liability transferred. Valuation parameters as close to market reality as possible must be used as input factors to determine fair value. The fair value hierar- chy prioritizes the input factors used in the valuation methods in three descending levels, depending on market proximity: • Level 1: Fair values which are determined on the basis of quoted, unadjusted prices in active markets. • Level 2: Fair values which are determined on the basis of parameters for which either directly or indirectly derived market prices are available. • Level 3: Fair values which are determined on the basis of parameters for which the input factors are not derived from observable market data. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information184 135 The fair value of securities and time deposits classified as level 1 is based on the quoted market prices on the reporting date. Observable market data are used to measure the fair value of level 2 securities, time deposits and cash equivalents. If bid and ask prices are available, the mid price is used to determine the fair value. When using the discounted cash flow method to determine fair values, the contractually specified cash flows are discounted using currency-specific yield curves. When measuring derivative financial instruments, the credit risk is determined by netting all financial assets, liabilities, collateral received and collateral provided for each counterparty to determine the net credit exposure. An explanation of the method for determining the fair values of derivative financial instruments can be found on pages 188 and 189. The changes in the fair values of the level 3 financial instru- ments are discussed in the following: Development of level 3 assets and liabilities in million euros Carrying amount at January 1, 2018 Purchases Gains / losses (realized) recognized in operating profit or loss Gains / losses recognized in other comprehensive income Currency effects / Other changes Carrying amount at December 31, 2018 Derivative financial instruments included in a designated hedging relationship – – – – 1 – – 1 Other investments Contingent purchase price commitments Puttable instruments for minority shareholders 7 12 – – 1 20 38 4 – 9 – – 33 27 – – 2 – 29 The derivative financial instruments categorized as level 3 are commodity forwards recognized in hedge accounting. In the absence of forward quotes on the market, the fair value is determined on the basis of bids obtained from several banks for new contracts involving similar products. The changes are included in full in the overall result of the hedge reserve. Reclassification to the cost of hedged invento- ries is performed when the derivatives are realized. This occurs when the hedged inventories are recognized. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information185 Other investments include investments in companies and investment funds that are currently not intended for sale. The carrying amounts of the investments in companies totaled 11 million euros (previous year: 6 million euros). Shares in investment funds totaled 9 million euros (previous year: 1 mil- lion euros). The carrying amounts of each individual invest- ment do not exceed 2 million euros. The fair value of other investments is based either on information derived from recent financing transactions, on a cost-based method or on valuation using the discounted cash flow method taking into account free cash flow. Appropriate risk-adjusted costs of capi- tal are applied when using the discounted cash flow method. Since none of these investments were sold, no valuation results in equity have been reclassified to retained earnings. If the EBIT multiple and the costs of capital were to change by 10 percent in each case – a supposition regarded as realistic – the change in the carrying amounts revealed by sensitivity analysis would be in the range of the very low single-digit millions. The changes would be included in full in the overall figure for other changes in equity. The fair value of the puttable instruments for minority share- holders arising from our acquisition in Nigeria, which are recognized in other financial liabilities, was determined using the discounted cash flow method, taking into account the free cash flow of the acquired company, based on a detailed plan- ning horizon through to 2025. The assumptions upon which the essential planning parameters are based reflect experience gained in the past, aligned to current information provided by external sources. A discount rate was applied as derived from the capital costs in euros. Accordingly, in addition to the free cash flows of the company based on an average of 8 million euros, the material valuation parameters are the terminal growth rate reflected in the perpetual annuity of 1.5 percent, the weighted average cost of capital (WACC) of 10.7 percent applied as the discount rate, and the exchange rate of the Nigerian naira. A rise in interest rates or a depreciation of the naira would result in a lower negative fair value of the liability. An interest rate reduction or an appreciation of the naira would result in a higher negative fair value. Sensitivity analysis revealed that the carrying amount of the liability would differ by +7 million euros or – 5 million euros if – as a supposition regarded as realistic – the parameters relevant for valuation were to have changed by 10 percent in each case as of the closing date. The changes would be included in full in equity under other changes in equity. The fair value of the contingent consideration relating to the acquisition in Chile was determined on the basis of the expected trend in gross profit that is the basis for the payment of the contingent purchase price component. In addition to the gross profit, the exchange rate of the Chilean peso is a fur- ther material valuation parameter. If gross profit were to be 10 percent lower, or the Chilean peso were to devalue by 10 percent, the resulting fair value would be lower by 10 mil- lion euros or 1 million euros respectively. If gross profit were to be 10 percent higher, or the Chilean peso were to appreciate by 10 percent, the resulting fair value would be higher by 3 mil- lion euros or 1 million euros respectively. Sensitivity analysis revealed, moreover, a probability of 95 percent that – taking possible future exchange rate developments into account – the fair value would not increase from 10 million euros to more than 15 million euros. The changes would be included in full in the statement of income. The fair value of the performance-related purchase price com- ponent relating to the acquisition in fiscal 2018 of the out- standing non-controlling shares in the United Arab Emirates was determined on the basis of the expected trend in earnings before interest, taxes, impairment, depreciation and amortiza- tion (EBITDA) that was relevant to payment of the contingent purchase price component. In addition to the EBITDA, the exchange rate of the UAE dirham is a further material valua- tion parameter. If EBITDA were to be 10 percent lower, or the Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationUAE dirham were to devalue by 10 percent, the resulting fair value would be lower by 12 million euros or 2 million euros respectively. If EBITDA were to be 10 percent higher, or the UAE dirham were to appreciate by 10 percent, the resulting fair value would be higher by 12 million euros or 3 million euros respectively. The changes would be included in full in the statement of income. We did not perform any reclassifications between the valua- tion categories or transfers within the fair value hierarchy either in fiscal 2018 or in the previous year. Net gains and losses from financial instruments by category The net gains and losses from financial instruments can be allocated to the following categories: Net results by measurement category and reconciliation to financial result 2017 IAS 39 valuation categories Total net results in million euros Loans and receivables Financial assets available for sale Financial assets and liabilities held for trading, including derivatives in a designated hedging relationship Financial liabilities measured at amortized cost Total net results 2017 of which interest of which valuation allowances of which payments received for written-off and derecognized financial instruments of which fees of which other effects recognized through profit or loss of which valuation effects recog- nized through other compre- hensive income 18 – – 385 – 61 – 428 18 – – – 57 – 39 0 – 2 – 2 – – – – – – – – – 4 – 4 – – – 389 – – 389 – – – – – 186 136 of which reclassifications of valuation effects recog- nized through other compre- hensive income – – 2 – 2 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 187 137 of which reclassifications of valuation effects recog- nized through other compre- hensive income – – – – 36 – – 36 Net results by measurement category and reconciliation to financial result 2018 IFRS 9 valuation categories Total net results in million euros Financial assets measured at amortized cost Financial assets measured at fair value through other comprehensive income (debt instruments) Financial assets measured at fair value through other comprehensive income (equity instruments) Financial assets measured at fair value through profit or loss (debt instruments) Derivative financial instruments with and without a designated hedging relationship Financial liabilities measured at amortized cost Financial liabilities recognized in hedge accounting Total net results 2018 of which interest of which valuation allowances of which payments received for written-off and derecognized financial instruments of which fees of which other effects recognized through profit or loss of which valuation effects recog- nized through other compre- hensive income 11 – 1 – – 85 – 85 2 12 10 – 5 – – – – – 72 – – 62 – – – – – – – 5 3 – – – – – – 3 – – – – – – 5 – – 5 3 – – – 86 – 8 – 81 – – 1 – – – 37 – 2 – 36 Reconciliation of net results to financial result in million euros Total net results less / plus results included in operating profit or in other comprehensive income Foreign exchange effects Interest expense of pension obligations less inter- est income from plan assets and reimbursement rights Other financial result (not related to financial instruments) Financial result 2017 – 428 – 402 – 11 – 29 – 67 138 2018 12 12 – 85 – 5 1 – 65 The realization and valuation of financial assets and liabilities in foreign currencies (without derivative financial instruments) resulted in an expense of 85 million euros (previous year: income of 402 million euros). No gains or losses were realized in the fiscal year from derecognized financial assets measured at amortized cost. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information Derivative financial instruments Derivative financial instruments are measured at their fair value at the reporting date. Recognition of the gains and losses arising from fair value changes of derivative financial instru- ments is dependent upon whether the requirements of IFRS 9 are fulfilled with respect to hedge accounting. The Group ensures that its hedge accounting is consistent with the Group risk management objectives and strategy, and that a qualitative and forward-looking approach is adopted when assessing the effectiveness of its hedging transactions. Hedge accounting is not applied to the large majority of deriv- ative financial instruments. We recognize through profit or loss the fair value changes in these derivatives which, in eco- nomic terms, represent effective hedges within the framework of the Group strategy. These are largely compensated by fair value changes in the hedged items. In hedge accounting, deriv- ative financial instruments are qualified as instruments for hedging the fair value of a recognized underlying (“fair value hedge”), as instruments for hedging future cash flows (“cash flow hedge”) or as instruments for hedging a net investment in a foreign entity (“hedge of a net investment in a foreign entity”). When closing the transaction, Henkel documents the relationship between the hedging instrument and the hedged underlying transactions, together with the risk management objectives and strategies of the hedging transactions. This method ensures that all derivatives classified as hedges are tied to specific committed and planned transactions. Henkel uses acknowledged methods – such as the dollar offset method or the hypothetical derivative method – to determine the effective portion of the hedges and any ineffective por- tions. 188 139 The following table provides an overview of the derivative financial instruments utilized and recognized within the Group, and their fair values: Derivative financial instruments At December 31 in million euros Forward exchange contracts 1 (of which: for hedging loans within the Group) (of which: designated as cash flow hedge) Foreign exchange options 1 Interest rate swaps 3 (of which: designated as cash flow hedge) Cross-currency swaps 4 (of which: designated as cash flow hedge) Equity forward contracts (of which: designated as cash flow hedge) Commodity forwards (of which: designated as cash flow hedge) Nominal value Positive fair value 2 Negative fair value 2 2017 4,899 2018 5,046 2017 61 2018 37 2017 – 68 2018 – 31 ( 2,710) (2,171) (48) (20) (– 49) (– 19) (554) (651) 8 917 ( 917) 338 ( 338) 128 (128) – – – – – 335 (335) 74 (74) 9 (9) (7) – 3 (3) – – – – – – (6) (– 7) (– 3) – – – – – – – – – – – – – – – – 21 – 30 (– 21) – 11 (– 11) – – (– 30) – 17 (– 17) – 1 – 1 – 79 Total derivative financial instruments 6,290 5,464 64 37 – 100 1 Maturity less than 1 year. 2 Fair values including accrued interest and excluding valuation allowance for counterparty credit risk of 0 million euros (previous year: 0 million euros). 3 Nominal value: 1.1 billion US dollars. 4 Nominal value: 300 million British pounds. We determine the fair value of forward exchange contracts and cross-currency swaps on the basis of the reference rates issued by the European Central Bank for the reporting date, taking into account forward premiums / forward discounts for the remaining term of the respective contract versus the con- tracted foreign exchange rate. Foreign exchange options are Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information189 measured using price quotations or recognized models for the determination of option prices. The fair value of equity for- ward contracts is measured on the basis of the closing price of Henkel preferred shares on the reporting date, taking into account forward premiums / forward discounts for the remain- ing term of the respective contract versus the contracted for- ward share price. Interest rate hedges are measured on the basis of discounted cash flows expected in the future, taking into account market interest rates applicable for the remaining term of the contracts. These are indicated for the two most important currencies in the following table. It shows the inter- est rates quoted on the interbank market in each case on December 31. Interest rates in percent p.a. 140 At December 31 Terms Euro US dollar 1 month 3 months 6 months 1 year 2 years 5 years 10 years 2017 – 0.37 – 0.33 – 0.27 – 0.19 – 0.15 0.31 0.89 2018 – 0.36 – 0.31 – 0.24 – 0.12 – 0.18 0.20 0.81 2017 2018 1.56 1.69 1.84 2.11 2.08 2.25 2.40 2.50 2.81 2.88 3.01 2.67 2.58 2.72 In measuring derivative financial instruments, counterparty credit risk is taken into account with an adjustment to the fair values concerned, determined on the basis of credit risk pre- miums. The adjustment relating to fiscal 2018 amounts to 0 million euros (previous year: 0 million euros). The addition was recognized through profit or loss under financial result. Depending on their fair value and their maturity on the report- ing date, derivative financial instruments are included in financial assets (positive fair value) or in financial liabilities (negative fair value). Most of the forward exchange contracts serve to hedge risks arising from trade accounts receivable and payable, and those pertaining to Group financing. Fair value hedges A fair value hedge hedges the fair value of recognized assets and liabilities. The change in the fair value of the derivatives and the change in the fair value of the underlying resulting from the hedged risk are simultaneously recognized in profit or loss. The Henkel Group did not use any fair value hedges in fiscal 2018 nor in fiscal 2017. Cash flow hedges A cash flow hedge hedges fluctuations in future cash flows from recognized assets and liabilities, and also transactions that are either planned or highly probable, or firmly contracted unrecognized financial commitments, from which an interest- rate, currency, or share price risk arises. The effective portion of a cash flow hedge is recognized through the hedge reserve in equity. The ineffective portion arising from the change in value of the hedging instrument is recognized through profit or loss in the financial result or operating profit, depending on the underlying. Since first-time application of IFRS 9 starting on January 1, 2018, Henkel has exercised its right to choose to also recognize changes in value of non-designated compo- nents – such as the forward component of currency forwards – in equity. If cash flows for non-financial assets are hedged, the amounts recognized in equity are included as part of the acquisition cost when the underlying transaction is recog- nized. Amounts recognized in the hedge reserve or as part of the acquisition cost are released through profit or loss in the same period in which the hedged transaction impacts profit or loss. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information190 Cash flow hedges (after income taxes) 141 Currency derivatives in cash flow hedge accounting 142 Initial balance Addition (recog- nized in equity) – 233 – 215 – 37 – 10 Disposal (recog- nized through profit or loss) 33 – 8 End balance Disposal (recog- nized in acquisition cost) 3 – – 234 – 233 in million euros 2018 2017 in euros US dollar British pound Canadian dollar Chinese yuan Russian ruble 2018 Nominal Weighted hedging rate 548 62 49 38 32 1.14 0.89 1.55 8.10 77.56 The initial value of the cash flow hedges recognized in equity relates substantially to currency hedges for past acquisitions and for planned inventory purchases. Of the ending balance of – 234 million euros, – 2 million euros is attributable to non-designated components. A further 2 million euros is attributable to currency hedges on planned inventory pur- chases, which will be reclassified from equity to acquisition cost upon receipt of the hedged inventories. Currency risk The hedged risk arises from fluctuations of budgeted sales and inventory purchases in foreign currencies due to changing spot rates. In these cases, no ineffective portions arise since the Group only designates the spot component of the budgeted currency exposures. Currency forwards or booked foreign cur- rency liabilities are used as hedges. They are all due within one year. The hedge ratio is determined individually, depending on the relevant strategy for each currency. The hedging rates for major currencies are shown on the right: An addition of 27 million euros after income taxes relates to currency hedges of planned inventory purchases and currency hedges of budgeted sales against fluctuating spot rates. Of the gains recognized in equity in the reporting period, – 34 million euros was reclassified to cost of hedged inventories without affecting profit or loss or – within the framework of hedging budgeted sales – to the operating result through profit or loss. The positive and negative fair values of the derivatives con- tracted as a currency hedge of planned inventory purchases and as a currency hedge of budgeted sales amounted to 6 mil- lion and – 3 million euros respectively. The cash flows from these currency derivatives and the cash flows from the hedged inventory purchases and the hedged sales are expected to occur and affect profit or loss in the next fiscal year when the inventories are used and the sales realized. In addition to the currency derivatives, corresponding trade accounts payable were designated as hedges for budgeted sales. The carrying amount of these liabilities is 445 million euros. The cash flows from these liabilities and the cash flows from the hedged sales are expected to occur and affect profit or loss in the next fiscal year. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information191 0.29 euros per pound. A 10 percent higher (lower) forward price on the reporting date would have resulted in other com- prehensive income increasing (decreasing) by 1 million euros. The negative changes in value of these derivatives of 1 million euros after deduction of income taxes were recognized as additions to equity. Of the losses recognized in equity in the reporting period, 0 million euros was reclassified to cost of hedged inventories without affecting profit or loss. Share price risk The hedged risk arises from potential fluctuations in future payroll cost for budgeted payouts relating to our Long Term Incentive (LTI) due to fluctuations in the price of Henkel shares. Equity forward contracts with maturities from 2018 through 2020 were or are used to hedge against this risk. In these cases, no ineffective portions arise since the Group only designates the spot component of the equity forward con- tracts. At the reporting date, the exposure amounted to 90 mil- lion euros. A volume of 74 million euros is hedged at an aver- age price of 115 euros. Interest rate risk The hedged risk arises from fluctuations in future interest payments due to changing market interest rates. The hedged interest payments are designated in full. A cross-currency swap was used to convert into euro payments the future inter- est and principal payment obligations relating to the 300 mil- lion British pound bond that we issued in 2016. The transac- tion was hedged at a rate of 0.8361 British pounds. An addition of – 3 million euros after income taxes relates to hedges of future interest payments. The negative fair value of the cross-currency swap amounted to – 30 million euros. The cash flows from the cross-currency swap that are attributable to the interest payments were recognized proportionately for the reporting period through profit or loss as an interest expense. Interest rate swaps were used in fiscal 2017 to convert into fixed-rate payments the floating-rate interest payments in US dollars due for the 1.1 billion US dollar syndicated bank loan recognized under liabilities to banks. In fiscal 2018, we repaid our syndicated bank loan prematurely and closed the interest hedge relating to the same. The total starting balance of 2 million euros at January 1, 2018, was recognized after income taxes in the financial result through profit or loss, as the hedged cash flows will no longer occur. Commodity price risk The hedged risk arises from fluctuations in budgeted inven- tory purchases due to changing commodity prices. In fiscal 2018, commodity forwards were contracted for the first time to hedge against fluctuations in the prices of our budgeted inven- tory purchases. They are all due within one year. The Group only designates the commodity price component of the bud- geted raw material purchases. Other price components, such as transportation costs, are not designated. Accordingly, there are no ineffective portions. At the reporting date, commodity exposure in connection with clearly identifiable ethylene components amounted to 32 million euros. An ethylene volume of 9 million euros was hedged at an average rate of Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information192 143 End balance 35 35 An addition of – 3 million euros after income taxes arose from the hedge of this budgeted exposure relating to our Long Term Incentive (LTI) scheme. Of the gains recognized in equity, – 3 million euros was reclassified to operating profit in the reporting period. The negative fair values of the equity forward contracts totaled – 17 million euros. The cash flows relating to these derivatives will occur over the next four fiscal years, as will the cash flows from the hedged LTI payments. Hedges of a net investment in a foreign entity The accounting treatment of hedges of a net investment in a foreign entity against translation risk is similar to that applied to cash flow hedges. The gain or loss arising from the effective portion of the hedging instrument is recognized in equity through other comprehensive income; the gain or loss of the ineffective portion is recognized directly through profit or loss. Since first-time application of IFRS 9 starting on January 1, 2018, Henkel has exercised its right to choose to also recog- nize changes in value of non-designated components – such as the forward component of currency futures – in equity. The gains or losses recognized directly in equity remain there until disposal or partial disposal of the net investment. The initial balance recognized in equity relates essentially to translation risks arising from net investments in Swiss francs, US dollars, Chinese yuans and Russian rubles for which the associated hedges were entered into and settled in previous years. The ending balance of 35 million euros does not contain any non-designated components. Hedges of a net investment in a foreign entity (after income taxes) Initial balance Addition (recognized in equity) Disposal (recognized through profit or loss) Without affecting profit or loss 35 31 – 4 – – – – in million euros 2018 2017 Risks arising from financial instruments; risk management As a globally active corporation, Henkel is exposed in the course of its ordinary business operations to credit risks, liquidity risks and market risks (currency translation, interest rate and other price risks). The purpose of financial risk man- agement is to restrict the exposure arising from operating activities through the use of selective derivative and non-de- rivative hedges. Henkel uses derivative financial instruments exclusively for the purposes of risk management. Without these instruments, Henkel would be exposed to higher finan- cial risks. Changes in exchange rates, interest rates or com- modity prices can lead to significant fluctuations in the fair values of the derivatives used. These variations in fair value should not be regarded in isolation from the hedged items, as derivatives and the underlying constitute a unit in terms of countervailing fluctuations. Management of currency, interest rate and liquidity risks is based on the treasury guidelines introduced by the Manage- ment Board, which are binding on the entire corporation. They define the targets, principles and competences of the Corpo- rate Treasury unit. These guidelines describe the fields of responsibility and establish the distribution of these responsi- bilities between Corporate Treasury and Henkel’s subsidiaries. The Management Board is regularly and comprehensively informed of all major risks and of all relevant hedging transac- tions and arrangements. A description of the objectives and fundamental principles adopted in capital management can be found in the combined management report on pages Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information193 87 and 88. There were no major risk clusters in the reporting period. Appropriate details are provided in the description of the individual risks. Under IFRS 9, valuation allowances for expected credit losses (“expected loss model”) must be recognized for all financial assets measured at amortized cost and for all debt instruments measured at fair value through other comprehensive income. Credit risk In the course of its business activities with third parties, the Henkel Group is exposed to global credit risk arising from both its operating business and its financial investments. This risk derives from the possibility of a contractual party not fulfilling its obligations. The maximum credit risk – notwithstanding any collateral provided – is represented by the carrying value of the financial assets recognized in the statement of financial position (excluding financial investments recognized using the equity method), as indicated in the following table: Maximum risk position in million euros Trade accounts receivable Derivative financial instruments not included in a designated hedging relationship Derivative financial instruments included in a designated hedging relationship Other financial assets Cash and cash equivalents Total carrying values 2017 3,544 54 10 1,058 916 5,582 144 2018 3,610 31 6 1,058 1,063 5,768 Given that collateral has been provided, the actual credit risk is significantly lower and is discussed in detail in the following. Other financial assets include 608 million euros (previous year: 605 million euros) representing a receivable from Henkel Trust e.V., which constitutes the largest of all the financial assets. Given the investment structure and rules of Henkel Trust e.V., the credit risk is very minor. Further details of risk concentrations are discussed in the following. IFRS 9 provides a three-level method for this purpose. Risk provisions are accrued on the basis either of the 12 months expected losses (level 1), or of the lifetime expected losses if the credit risk has increased significantly since initial recogni- tion (level 2), or if the credit rating has been downgraded sig- nificantly (level 3). The simplified approach is adopted for most of the financial assets, including trade accounts receiv- able with no material financing component. As such, the expected credit losses are always determined for the lifetime expected losses of the financial instruments. To calculate the expected credit losses, counterparties are grouped by similar credit default risks. Individual valuation allowances are made on a case-by-case basis in response to specific circumstances and risk indicators. Both empirical data – such as historical default rates – and forward-looking infor- mation – such as individual and macroeconomic circum- stances – are considered when determining the amounts of the valuation allowances. The default rates have initially been determined with the aid of data from external sources and on the basis of actual defaults. In future, this information will be based solely on expected defaults. If a counterparty defaults, all outstanding amounts relating to that counterparty are subjected to a valuation allowance. The default is determined on the basis of individual assessment – prompted by noticeable changes in payment behavior, for example, or application for bankruptcy. A financial instrument is derecognized if it is reasonably judged to be unlikely that a financial asset will be recoverable in part or in whole, for example after completion of insolvency proceedings, or after consideration of other local law circumstances. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information194 The decision as to whether a credit risk is managed through a valuation allowance account or by derecognition of the impaired receivable depends upon the probability of incurring a loss. For accounts receivable classified as irrecoverable, we report the credit risk directly through derecognition of the impaired item or entry of the relevant amount in the valuation allowance account. If the basis for the original impairment is eliminated, we recognize a reversal through profit or loss. Trade accounts receivable and other financial assets in Henkel’s operating business In its operating business, Henkel is confronted by progressive concentration and consolidation on the customer side, as reflected in the receivables from individual customers. No individual customer and no individual country apart from China and the USA accounted for more than 10 percent of all trade accounts receivable. Of the total trade accounts receiv- able, customers based in China and the USA account for 10 percent and 20 percent, respectively. Receivables from cus- tomers with a high credit risk rating account for about 10 per- cent of all trade accounts receivable. These risks are monitored regularly at global and regional level and steps are taken to mitigate the risk. Our credit risk management system operating on the basis of a globally applied credit policy ensures that credit risks are constantly monitored and bad debts minimized. This policy, which applies to both new and existing customers, governs the allocation of credit limits and compliance with those limits, individual analyses of customers’ creditworthiness based on both internal and external financial information, risk classifi- cation, and continuous monitoring of the risk of bad debts at the local level. We also monitor our key customer relationships at the regional and global level. In addition, safeguarding measures are implemented on a selective basis for particular countries and customers inside and outside the eurozone. Collateral received and other safeguards include country- specific and customer-specific protection afforded by credit insurance, confirmed and unconfirmed letters of credit in the export business, and guarantees, warranties, and cover notes. Most of the collateral included as of the reporting date is attrib- utable to credit insurance policies in Western and Eastern Europe. Valuation allowances on trade accounts receivable by risk category Risk categories Low risk Moderate risk High risk Individual assessment Default SMEs and microbusinesses Equivalent to S&P rating Weighted probability of default Gross before deduction of collateral and value-added tax in million euros Net for deter- mining the valuation allowance in million euros AA– to A+ BBB– to BB+ B– to C n/a D n/a 0.1 % 0.3 % 8.1 % Individual 100 % 1.9 % 1,899 1,000 380 8 64 192 3,543 1,197 644 271 8 61 161 2,342 145 Valuation allowance in million euros 1 2 22 5 61 3 94 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information195 tored and steps taken if fixed thresholds for ratings and credit default swaps (CDS) are exceeded. To minimize the credit risk, we agree netting arrangements to offset bilateral receivables and obligations with counterparties. We additionally enter into collateral agreements with relevant banks, on the basis of which reciprocal sureties are established twice a month to secure the fair values of contracted derivatives and other claims and obligations. The netting arrangements only provide for a contingent right to offset transactions conducted with a contractual party. Accordingly, associated amounts can be off- set only under certain circumstances, such as the insolvency of one of the contractual parties. Thus, the netting arrange- ments do not meet the offsetting criteria under IAS 32 Finan- cial Instruments: Presentation. The following table provides an overview of financial assets and financial liabilities from derivatives that are subject to netting, collateral, or similar arrangements: Of the gross amount before deduction of collateral and value-added tax of 3,543 million euros, items worth 1,201 mil- lion euros were deducted for which no valuation allowances were required. Of the latter amount, 1,004 million euros is attributable to collateral provided and 197 million euros to refundable value-added tax. Accordingly, the net base for determining valuation allowances was 2,342 million euros. Overall, we added valuation allowances of 2 million euros for trade accounts receivable in 2018 (previous year: release of 1 million euros). The carrying amount of trade accounts receiv- able with terms renegotiated because they would have other- wise been overdue by more than 30 days was 3 million euros (previous year: 0 million euros). Receivables of 64 million euros were written off in full, but not yet derecognized as they are still subject to ongoing collection proceedings. Apart from financial receivables from third parties amounting to 23 million euros, no valuation allowances exist in respect of other financial assets in our operating business because the credit risk is considered to be very low. A valuation allowance of 0 million euros (previous year: 0 million euros) exists for financial receivables from third parties. Financial investments Credit risks also arise from financial investments such as cash at banks, securities and the positive fair value of derivatives. Such exposure is limited by our Corporate Treasury specialists through the selection of counterparties with strong credit rat- ings, and limitations on the amounts allocated to individual investments. In financial investments and derivatives trading with German and international banks, we only enter into transactions with counterparties of high financial standing. We invest exclusively in securities from issuers with an invest- ment grade rating. Our cash deposits can be liquidated at short notice. Our financial investments are broadly diversified across various counterparties and various financial assets. Credit ratings and investment limits are continuously moni- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information196 Financial assets and financial liabilities from derivatives subject to netting, collateral, or similar arrangements 146 At December 31 in million euros Financial assets Financial liabilities Gross amount recog- nized in the statement of financial position 1 Amount eligible for offsetting Financial collateral received / provided Net amount 2017 64 100 2018 2017 2018 2017 2018 2017 2018 37 79 55 55 26 26 5 37 6 48 4 8 5 5 1 Fair values excluding valuation allowance of 0 million euros relating to counterparty credit risk (previous year: 0 million euros). ted bilateral loans of 0.1 billion euros with a revolving term of up to one year. Our credit rating is regularly assessed by the rating agencies Standard & Poor’s and Moody’s. We intend to maintain our ratings within a “single A” target corridor. Our liquidity risk can therefore be regarded as very low. The maturity structure of the original and derivative financial liabilities within the scope of International Financial Reporting Standard (IFRS) 7 based on undiscounted cash flows, and thus the risk concentration in respect of liquidity risk, is shown in the following table: In addition to netting and collateral arrangements, investment limits are set, based on the ratings of the counterparties, in order to minimize credit risk. These limits are monitored and adjusted regularly. When determining the limits, we also apply certain other indicators, such as the pricing of credit default swaps (CDS) by banks. A valuation allowance of 0 million euros exists to cover the remaining credit risk relating to the positive fair values of derivatives (previous year: 0 million euros). Liquidity risk Liquidity risk is defined as the risk of an entity failing to meet its financial obligations at any given time. We mitigate this risk through our long-term management strategy of using financing instruments in the shape of bonds issued with vari- ously staggered terms up to six years, and in different curren- cies. With the help of our existing debt issuance program in the amount of 6 billion euros, this is also possible on a short- term and flexible basis. We predominantly invest cash in financial assets traded in a liquid market in order to ensure that they can be sold at any time to procure liquid funds or to manage liquidity in the short term. We also use our US dollar and euro commercial paper program for short-term liquidity management. In order to ensure the financial flexibility of Henkel at any time, the liquidity within the Group is largely centralized and managed through the use of cash pools. In addition, the Henkel Group has at its disposal a confirmed credit line of 1.5 billion euros with a term until 2023. The indi- vidual subsidiaries additionally have at their disposal commit- Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationCash flows from financial liabilities 147 197 1 From the euro and US dollar commercial paper program (total volume: 2 billion US dollars and 1 billion euros). 2 Sundry financial instruments include amounts due to customers, and finance bills. 3 Prior-year figures amended (please refer to the notes on pages 140 and 141). in million euros Bonds Commercial paper 1 Liabilities to banks Trade accounts payable Sundry financial instruments 2 Original financial instruments Expected inflow from cross-currency swaps Expected outflow for cross-currency swaps Other derivative financial instruments Derivative financial instruments Total Cash flows from financial liabilities in million euros Bonds Commercial paper 1 Liabilities to banks Trade accounts payable Sundry financial instruments 2 Original financial instruments Expected inflow from cross-currency swaps Expected outflow for cross-currency swaps Other derivative financial instruments Derivative financial instruments Total Remaining term Up to 1 year Between 1 and 5 years More than 5 years Dec. 31, 2017 Total cash flow Dec. 31, 2017 Carrying amounts 2,666 729 946 3,721 204 8,266 21 79 100 8,366 522 742 55 3,721 143 5,183 3 – 72 69 2,205 – 933 – 54 3 3,192 350 359 7 16 5,252 3,208 – – – – 9 9 – – – – 9 2,727 742 988 3,721 206 8,384 353 359 79 85 8,469 148 Remaining term Up to 1 year Between 1 and 5 years More than 5 years Dec. 31, 2018 Total cash flow Dec. 31, 2018 Carrying amounts 2,220 1,931 24 3,713 135 8,023 30 49 79 678 1,931 25 3,713 104 6,451 3 – 41 38 1,577 – – – 26 1,603 345 359 8 22 8,102 6,489 1,625 – – – – 5 5 – – – – 5 2,255 1,931 25 3,713 135 8,059 348 359 49 60 8,119 1 From the euro and US dollar commercial paper program (total volume: 2 billion US dollars and 2 billion euros). 2 Sundry financial instruments include amounts due to customers, and finance bills. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information198 Market risk Market risk exists where the fair value or future cash flows of a financial instrument may fluctuate due to changing market prices. Market risks primarily take the form of currency risk, interest rate risk and various price risks (particularly the com- modity price risk, and the share price risk arising from our Long- Term Incentive [LTI] scheme). The Corporate Treasury department manages currency expo- sure and interest rates centrally for the Group and is therefore responsible for all transactions with financial derivatives and other financial instruments. Trading, Treasury Controlling and Settlement (front, middle and back offices) are separated both physically and in terms of organization. The parties to the con- tracts are German and international banks which Henkel mon- itors regularly, in accordance with Corporate Treasury guide- lines, for creditworthiness and the quality of their quotations. Financial derivatives are used to manage currency exposure, interest rate and other price risks in connection with operating activities and the resultant financing requirements, again in accordance with the Corporate Treasury guidelines. Financial derivatives are entered into solely for hedging purposes. The currency and interest rate risk management of the Group is supported by an integrated treasury system which is used to identify, measure and analyze the Group’s currency exposure and interest rate risks. In this context, “integrated” means that the entire process from the conclusion of financial transac- tions to their entry in the accounts is covered. Much of the currency trading takes place on internet-based, multibank trading platforms. These foreign currency transactions are automatically transferred into the treasury system. The cur- rency exposure and interest rate risks reported by all subsid- iaries under standardized reporting procedures are likewise integrated into the treasury system by data transfer. As a result, it is possible to retrieve and measure at any time all currency and interest rate risks across the Group and all derivatives entered into to hedge the exposure to these risks. The treasury system supports the use of various risk concepts. Market risk is monitored on the basis of sensitivity analyses and value-at-risk computations. Sensitivity analyses enable estimation of potential losses, future gains, fair values or cash flows of instruments susceptible to market risks arising from one or several selected hypothetical changes in foreign exchange rates, interest rates, commodity prices or other relevant market rates or prices over a specific period. We use sensitivity analyses in the Henkel Group because they enable reasonable risk assessments to be made on the basis of direct assumptions (e.g. an increase in interest rates). Value-at-risk analyses reveal the maximum potential future loss of a certain portfolio over a given period based on a specified probability level. Currency risk The global nature of our business activities results in a huge number of cash flows in different currencies. This transaction risk arises from possible exchange rate fluctu- ations causing changes in the value of future foreign currency cash flows. The hedging of the resultant exchange rate risks forms a major part of our central risk management activity. Transaction risks arising from our operating business are partially avoided by the fact that we largely manufacture our products in those countries in which they are sold. Residual transaction risks on the operating side are proactively man- aged by Corporate Treasury. This includes the ongoing assess- ment of the specific currency risk and the development of appropriate hedging strategies. 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. Because we limit our potential losses, any negative impact on profits is restricted. The transaction risk arising from major financial payables and receivables is extensively hedged. In order to manage these risks, we primarily utilize forward Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationexchange contracts and currency swaps. The derivatives are designated as cash flow hedges and recognized accordingly in the financial statements or measured at fair value through profit or loss. The currency risk that exists within the Group in the form of transaction risk initially affects equity in the case of cash flow hedges, while all changes in the value of derivatives are recognized directly through profit or loss. The following table shows the risk exposure for Henkel’s major currencies. The risk arises mainly from imports and exports by Henkel AG & Co. KGaA and its foreign subsidiaries. Due to the international nature of its activities, the Henkel Group has a portfolio of more than 50 different currencies. Currency risk exposure 1 199 149 in million euros US dollar Chinese yuan Russian ruble British pound Canadian dollar Others 1 Transaction risk. 2017 2018 Total currency risk exposure before currency hedging of which from planned transactions Net currency risk exposure after currency hedging Total currency risk exposure before currency hedging of which from planned transactions Net currency risk exposure after currency hedging 195 156 149 139 149 1,057 1,845 178 116 105 123 135 811 1,468 102 74 105 65 74 721 1,141 463 177 151 139 119 1,272 2,321 670 139 102 128 108 644 1,791 184 102 71 66 59 984 1,466 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information200 Henkel’s interest management strategy is essentially aligned to optimizing the net interest result for the Group. The deci- sions made in interest management relate to the bonds, liabil- ities to banks, and commercial paper issued to secure Group liquidity, the securities and time deposits used for cash invest- ments, and the other financial instruments. The financial instruments exposed to interest rate risk are primarily denom- inated in euros and US dollars. Depending on forecasts with respect to interest rate develop- ments, Henkel enters into derivative financial instruments, primarily interest rate swaps, in order to optimize the interest rate lock-down structure. In the event of an expected rise in interest rate levels, Henkel protects its positions by transacting additional interest rate derivatives as effective hedging instru- ments. In addition to the fixed-rate euro-denominated bond, Henkel entered into a cross-currency swap to convert the bond denominated in British pounds into a fixed-rate euro obliga- tion. Two fixed-rate bonds denominated in US dollars were also issued. Commercial paper with interest rates fixed for at least three months are also included as fixed-rate instruments in the calculation of interest risk exposure. Following prema- ture repayment of our syndicated bank loan, the correspond- ing interest hedge was also closed in fiscal 2018. All other financial instruments bear floating interest rates. Our expo- sure to interest rate risk at the reporting dates was as follows: The value-at-risk pertaining to the transaction risk of the Henkel Group as of December 31, 2018 amounted to 120 million euros after hedging (previous year: 95 million euros). The val- ue-at-risk shows the maximum expected risk of loss in a year as a result of currency fluctuations. Our value-at-risk analysis assumes a time horizon of one year and a one-sided confidence interval of 95 percent as it comprehensively reflects the risk asso- ciated with one fiscal year. We adopt the variance-covariance approach as our basis for calculation. Volatilities and correlations are determined using historical data. The value-at-risk analysis is based on the operating book positions, the derivative financial instruments and the budgeted positions in foreign currency, nor- mally with a forecasting horizon of up to twelve months. Interest rate risk Interest rate risk encompasses those potentially negative influences on profits, equity or cash flow in current or future reporting periods arising from changes in interest rates. In the case of fixed-interest financial instruments, changing capital market interest rates result in a fair value risk, as the attribut- able fair values fluctuate depending on those capital market interest rates. In the case of floating-interest financial instru- ments, a cash flow risk exists because the interest payments may be subject to future fluctuations. The funding and investment activities of the Henkel Group mainly take place on international money and capital markets. Our financial liabilities and cash deposits are exposed to the risk of changing interest rates. The aim of our centralized interest rate management is to reduce this risk by choosing fixed or floating interest rate contracts and by using interest rate derivatives. Only those derivative financial instruments that can be modeled, monitored and assessed in the risk man- agement system may be used to hedge the interest rate risk. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information201 Interest rate risk exposure in million euros Fixed-interest financial instruments Euro US dollar Floating-interest financial instruments Euro US dollar Chinese yuan Russian ruble Others Carrying amounts 2017 2018 Interest rate risk exposure before interest hedge Interest rate risk exposure after interest hedge Interest rate risk exposure before interest hedge Interest rate risk exposure after interest hedge 150 – 1,535 – 1,131 – 2,666 94 – 1,666 316 24 673 – 559 – 1,535 – 2,048 – 3,583 94 – 749 316 24 673 358 – 1,838 – 1,186 – 3,024 364 – 1,161 241 31 654 129 – 1,838 – 1,186 – 3,024 364 – 1,161 241 31 654 129 The calculation of the interest rate risk is based on sensitivity analyses. The analysis of cash flow risk examines all the float- ing-interest financial instruments as of the reporting date. Fixed-interest financial instruments that mature in the follow- ing period are included on a time-weighted basis in the calcu- lation to reflect the reinvestment or refinancing risk. Net financial position is defined as cash and cash equivalents plus readily monetizable financial instruments measured at amor- tized cost or at fair value through profit or loss, less borrow- ings, and plus positive and less negative fair values of hedging transactions. The interest rate risk figures shown in the table are based on this calculation at the relevant reporting date. When analyzing fair value risk, we assume a parallel shift in the interest curve of 100 basis points for all currencies and cal- culate the hypothetical fair value loss or gain of the relevant interest rate derivatives at the reporting date. The risk of interest rate fluctuations with respect to the earn- ings of the Henkel Group is shown in the basis point value (BPV) analysis in the following table. Interest rate risk in million euros Based on an interest rate change of 100 basis points per currency of which: Cash flow through profit and loss Fair value recognized in equity through other comprehensive income 2017 14 4 10 151 2018 7 6 1 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information202 Other price risks (commodity and share price risks) Uncertainty with respect to commodity price development impacts the Group. Purchase prices for raw materials can affect the net assets, financial position and results of operations of Henkel. The risk management strategy put in place by the Group management for safeguarding against procurement market risk is described in more detail in the risks and oppor- tunities report on pages 110 and 111. As a small part of the risk management strategy, cash-settled commodity forwards are entered into on the basis of forecasted purchasing require- ments in order to hedge future uncertainties with respect to commodity prices. Cash-settled commodity derivatives are only used at Henkel where there is a direct relationship between the hedging derivative and the physical underlying. Henkel uses hedge accounting for these hedging transactions, thus limiting the temporary exposure to price risks related to holding commodity derivatives. Developments in fair values and the resultant risks are continuously monitored. Due to our long-term incentive scheme, Henkel is exposed to fluctuations in the price of its own shares. Details of our long- term incentive plans are discussed on pages 211 to 213. Henkel uses equity forward contracts to hedge against the share price risk. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information203 Notes to the consolidated statement of income 23 Sales and principles of income recognition Sales decreased year on year to 19,899 million euros (previous year: 20,029 million euros). Henkel applied the new IFRS 15 Revenue from Contracts with Customers for the first time in the fiscal year just ended. All of the sales reported for the year under review relate to revenue from contracts with customers as defined in IFRS 15. With first-time adoption of IFRS 15, Henkel has applied the cumula- tive method to all contracts. The prior-year figures have not been amended and therefore reflect the accounting procedure of IAS 18 Revenue. Sales comprise the transfer of goods and services less direct sales deductions such as customer-related rebates, credits and other benefits paid or granted. Sales are recognized once con- trol of the goods has been transferred, or the service provided. The timing of transfer of control of the goods to a customer is determined by the underlying contract and the terms and con- ditions of supply stipulated therein, or by international trade rules. Sales represent the consideration that Henkel will likely receive in exchange for transferring the goods or providing the service. Sales may only be recognized when no substantial adjustments to the cumulative recognized revenue is expected. Prior-year sales figures were recognized under IAS 18 as soon as the goods were delivered or the service provided. This was always the case upon physical delivery of the goods at the time of the so-called transfer of risk. At this point in time, Henkel transferred the material risks and rewards associated with the title to the sold goods to the buyer, at the same time relinquish- ing any existing right to, or effective power over, the sold goods. Recognition was also subject to the likelihood of the economic benefits associated with the transaction flowing to the Group, and the costs incurred with respect to the transac- tion being reliably measurable. Pursuant to IFRS 15, Henkel does not recognize sales for prod- ucts that it expects to be returned. In addition, empirical expe- rience has shown that customers are justified in expecting invoice amounts to be reduced in certain instances. The amounts of these expected refunds are also not recognized as sales. Henkel draws on past return and refund statistics to quantify the expected returns and refunds; these are separated by business unit and legal entity, and are subject to ongoing calculation and adjustment. Mathematical estimates and assumptions were made with regard to the underlying analysis period for determining the rates of return and the amount of sales to be adjusted by this rate of return, and also with regard to the observable volatilities. Henkel agrees payment terms that are standard in our indus- try; contracts with customers do not contain any material financing components. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information204 Warranty obligations do not constitute a separate performance obligation and are recognized as provisions in accordance with IAS 37. Services are generally provided in conjunction with the sale of goods, and recorded once the service has been performed. The amount of sales revenue relating to the provision of services is less relevant than that attributable to the transfer of goods. For information about opening and closing balances, and impairment of contract receivables in fiscal 2018, please refer to our discussion of trade accounts receivable in Note 7 on pages 157 and 158. A disaggregation of sales according to IFRS 15.114 f. can be found in the Group segment report by business unit and in the discussion of regional development on page 132. Henkel exercises its right under IFRS 15.121 and refrains from disclosing transaction prices relating to any remaining perfor- mance obligations, since the underlying contracts have an expected original term of no more than one year. Interest income is recognized on a time-proportion basis that takes into account the effective yield on the asset and the interest rate in force. Dividend income from investments is recognized when the shareholders’ right to receive payment is legally established. 24 Cost of sales The cost of sales increased from 10,680 million euros to 10,743 million euros. Cost of sales comprises the cost of products and services sold and the purchase cost of merchandise sold. It consists of the directly attributable cost of materials and primary production cost, as well as indirect production overheads including the production-related amortization / depreciation and impair- ment of intangible assets and property, plant and equipment. 25 Marketing, selling and distribution expenses Marketing, selling and distribution expenses amounted to 4,638 million euros (previous year: 4,876 million euros). In addition to marketing organization and distribution expenses, this item comprises, in particular, advertising, sales promotion and market research expenses. Also included here are the expenses of technical advisory services for customers, valuation allowances on trade accounts receivable and valua- tion allowances and impairment losses on trademarks and other rights. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information205 26 Research and development 28 Other operating income expenses Research and development expenses increased year on year to 484 million euros (previous year: 476 million euros). Expen- ditures directly attributable to research and development activities amounted to 471 million euros (previous year: 469 million euros). The capitalization of research expenses is not permitted. Development expenditures are recognized as an asset if all the criteria for recognition are met, the research phase can be clearly distinguished from the development phase, and the expenditures can be attributed to distinct project phases. Cur- rently, the criteria set out in International Accounting Stan- dard (IAS) 38 Intangible Assets for recognizing development expenditures are not all met with respect to product and tech- nology developments, due to a high level of interdependence within these developments and the difficulty of assessing which products will eventually be marketable. Other operating income 152 in million euros 2017 2018 Gains on disposal of non-current assets Release of provisions 1 Insurance claim payouts Payments on derecognized receivables Write-ups on non-current assets Impairment reversal on assets held for sale Sundry operating income Total 18 10 10 – – – 91 129 39 18 5 1 – – 91 154 1 Including income from the release of provisions for pension obligations (curtailment gains) of 6 million euros in 2018 (2017: 6 million euros). Sundry operating income relates to a number of individual items arising from ordinary operating activities, such as grants and subsidies, tax refunds for indirect taxes, and similar income. 27 Administrative expenses 29 Other operating expenses Administrative expenses amounted to 991 million euros (previous year: 980 million euros). Administrative expenses include personnel and material costs relating to the Group management, Human Resources, Pur- chasing, Accounting and IT functions, as well as the costs of managing and administering the business units. Other operating expenses in million euros Losses on disposal of non-current assets Other taxes Amortization, depreciation of other assets Sundry operating expenses Total 153 2018 – 6 – – – 75 – 81 2017 – 5 – – – 86 – 91 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information206 Sundry operating expenses include a number of individual items arising from ordinary operating activities, such as fees, provisions for litigation and third party claims, sundry taxes, and similar expenses. 30 Financial result Financial result in million euros Interest result Other financial result Investment result Total 154 2018 – 61 – 5 1 – 65 2017 – 37 – 26 1 – 4 – 67 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Other financial expenses include – 107 million euros (previous year: – 380 million euros) from currency losses. Other financial income includes 113 million euros (previous year: 395 million euros) from currency gains. Please see page 187 of the financial instruments report for information on the net results of the valuation categories under International Financial Reporting Standard (IFRS) 7, and the reconciliation to financial result. Investment result The investment result includes 1 million euros for income from the valuation of companies that are recognized by the equity method (2017: – 4 million euros). 31 Taxes on income Income tax expense / income breaks down as follows: 155 Income before tax and analysis of taxes 2018 in million euros Income before tax Current taxes Deferred taxes Taxes on income Tax rate in percent 157 2018 3,051 618 103 721 2017 2,988 1 638 1 – 191 447 15.0 % 23.6 % 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Interest result in million euros Interest and similar income from third parties Interest to third parties Total Other financial result in million euros Interest result from net obligation (pensions) Interest income from reimbursement rights (IAS 19) Other financial expenses Other financial income Total 2017 18 – 55 – 37 2017 – 15 4 – 420 1 405 1 – 26 10 – 71 – 61 156 2018 – 9 4 – 131 131 – 5 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information207 Tax reconciliation statement 160 Main components of tax expense and income in million euros Current tax expense / income in the reporting year Current tax adjustments for prior years Deferred tax expense / income from temporary differences Deferred tax expense / income from unused tax losses Deferred tax expense from tax credits 2017 664 – 26 50 46 1 Deferred tax income from changes in tax rates – 289 158 2018 635 – 17 in million euros Income before tax Tax rate (including trade tax) of Henkel AG & Co. KGaA 102 Expected tax charge Tax reductions due to differing tax rates abroad 23 1 – 2 Tax increases / reductions for prior years Tax increases / reductions due to changes in tax rates 2017 2018 2,988 1 3,051 31 % 31 % 926 – 100 – 4 – 289 946 – 153 7 – 2 1 – 21 – 192 – 137 – 6 53 58 447 – 14 52 43 721 15.0 % 23.6 % Tax increases / reductions due to the recognition of deferred tax assets relating to unused tax losses and temporary differences Tax reductions due to tax-free income and other items Tax increases / reductions arising from additions and deductions for local taxes Tax increases due to withholding taxes Tax increases due to non-deductible expenses Tax charge disclosed Tax rate 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). Deferred taxes are calculated on the basis of tax rates that apply in the individual countries at the year-end date or which have already been legally decided. In Germany, there is a uni- form corporate income tax rate of 15 percent plus a solidarity surcharge of 5.5 percent. After taking into account trade tax, this yields an overall tax rate of 31 percent. Deferred tax assets and liabilities are netted where they involve the same tax authority and the same tax creditor. Increase / decrease in valuation allowances on deferred tax assets 1 – 21 Deferred tax expense by items on the statement of financial position in million euros Intangible assets Property, plant and equipment Financial assets Inventories Other receivables and other assets Special tax items Provisions Liabilities Tax credits Unused tax losses Financial statement figures 2017 – 281 – 16 – 56 9 1 – 3 52 55 1 47 – 191 159 2018 43 14 – 35 11 – – 3 86 – 15 – 1 3 103 We have summarized the individual company reports – pre- pared on the basis of the tax rates applicable in each country and taking into account consolidation procedures – in the statement below, showing how the expected tax charge, based on the tax rate applicable to Henkel AG & Co. KGaA of 31 per- cent, is reconciled to the effective tax charge disclosed. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information208 The deferred tax assets and liabilities stated on the reporting date relate to the following items of the consolidated state- ment of financial position, unused tax losses and tax credits: Allocation of deferred taxes 161 in million euros Intangible assets Property, plant and equipment Financial assets Inventories Other receivables and other assets Special tax items Provisions Liabilities Tax credits Unused tax losses Amounts netted Financial statement figures Deferred tax assets Deferred tax liabilities December 31, 2017 December 31, 2018 December 31, 2017 1 December 31, 2018 381 351 29 – 37 26 – 677 147 6 51 27 – 25 24 – 681 140 6 46 739 76 101 2 42 30 8 39 – – 781 102 68 1 40 26 86 12 – – – 405 – 341 – 405 – 341 949 959 632 775 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). The deferred tax assets of 681 million euros (previous year: 677 million euros) relating to provisions in the financial state- ment result primarily from recognition and measurement differences with respect to pension obligations. The deferred tax liabilities of 781 million euros (previous year: 739 million euros) relating to intangible assets are mainly attributable to business combinations. An excess of deferred tax assets is only recognized insofar as it is likely that the company concerned will achieve sufficiently positive taxable profits in the future against which the deduct- ible temporary differences can be offset and tax loss carryfor- wards can be used. Deferred taxes have not been recognized with respect to unused tax losses of 171 million euros (previ- ous year: 249 million euros), as it is not probable that suffi- cient taxable profit will be available against which they may be utilized. Of these tax losses carried forward, 63 million euros expire after two years and 53 million euros (previous year: 171 million euros) expire after more than three years. Thereof 51 million euros (previous year: 48 million euros) are attribut- able to state taxes of our US subsidiaries (tax rate around 2.4 percent). Of the tax losses carried forward, 56 million euros are non-expiring (previous year: 52 million euros). Deferred tax liabilities of 34 million euros (previous year: 52 million euros) relating to the retained earnings of foreign subsidiaries have been recognized due to the fact that these earnings will be distributed in 2019. We have summarized the expiry dates of unused tax losses and tax credits in the following table, which includes unused tax losses arising from losses on the disposal of assets of 9 million euros (previous year: 9 million euros) which may be carried forward without restriction. In addition to the unused tax losses listed in the table, an interest expense of 8 million euros (previous year: 12 million euros) is available which may be carried forward in full with no expiration. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information209 Expiry dates of unused tax losses and tax credits 162 32 Non-controlling interests in million euros Expire within 1 year 2 years 3 years more than 3 years May be carried forward without restriction Total Unused tax losses Tax credits December 31, 2017 December 31, 2018 December 31, 2017 December 31, 2018 The amount shown here represents the proportion of net income and losses attributable to other shareholders of con- solidated affiliated companies. 24 1 128 403 95 651 7 65 3 311 103 489 1 – – 5 – 6 1 – – 4 – 5 Their share of net income was 19 million euros (previous year: 22 million euros). The non-controlling interests included in the Henkel Group at the end of fiscal 2018 had no material impact on our net assets, financial position and results of operations. The Group has no joint operations or unconsolidated structured entities. In many countries, different tax rates apply to losses on the disposal of assets than to operating profits, and in some cases losses on the disposal of assets may only be offset against gains on the disposal of assets. Tax loss carryforwards in the amount of 203 million euros (previous year: 257 million euros) are attributable to our US subsidiaries. Of this amount, 198 million euros (previous year: 251 million euros) relate exclusively to state taxes. Equity-increasing deferred taxes of 16 million euros were recognized (previous year: equity-decreasing deferred taxes of 71 million euros). Within this figure, income of 1 million euros (previous year: expense of 66 million euros) results from actuarial gains and losses on pension obligations. The expense attributable to hedges of net investments in foreign entities was 0 million euros (previous year: expense of 2 million euros), while currency effects resulted in income of 3 million euros (previous year: expense of 3 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information210 Other disclosures 33 Reconciliation of adjusted net income in million euros EBIT (as reported) One-time gains One-time charges Restructuring expenses Adjusted EBIT Adjusted return on sales Financial result Taxes on income (adjusted) Adjusted tax rate Adjusted net income Attributable to non-controlling interests Attributable to shareholders of Henkel AG & Co. KGaA Adjusted earnings per ordinary share Adjusted earnings per preferred share 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 2017 2018 3,055 – 21 182 245 3,461 17.3 – 67 1 – 837 1 24.7 1 2,557 23 2,534 5.83 5.85 3,116 – 11 129 262 3,496 17.6 – 65 – 806 23.5 2,625 21 2,604 5.99 6.01 in % in % in euros in euros 163 +/– 2.0 % – – – 1.0 % 0.3 pp – 3.0 % – 3.7 % – 1.2 pp 2.7 % – 8.7 % 2.8 % 2.7 % 2.7 % The one-time gains recognized in 2018 relate to the successful renegotiation of an unfavorable supply agreement that Henkel had acquired (2017: 0 million euros). The adjusted charges for fiscal 2018 include expenses of 93 million euros relating to the integration of The Sun Prod- ucts Corporation (2017: 131 million euros), 21 million euros to the optimization of our IT system architecture for managing business processes (2017: 23 million euros), 11 million euros to provisions for legal disputes (2017: 0 million euros) and 4 million euros to acquisition-related incidental costs (2017: 11 million euros). Of the restructuring expenses in fiscal 2018, 90 million euros fall under cost of sales (2017: 77 million euros) and 103 million euros fall under marketing, selling and distribution expenses (2017: 122 million euros). A further 13 million euros is assigned to research and development expenses (2017: 7 million euros), and 56 million euros to administrative expenses (2017: 39 mil- lion euros). Taxes on income amounting to 806 million euros reflect the tax effects of the adjustments to EBIT. Moreover, the figure for fiscal 2017 was adjusted for the one-time impacts of the tax Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 211 reform in the USA. This adjustment resulted in an earnings effect totaling 270 million euros. 34 Payroll cost and employee structure Payroll cost 1 in million euros Wages and salaries Social security contributions and staff welfare costs Pension costs Total 164 2018 2,503 450 175 2017 2,552 447 168 3,167 3,128 1 Excluding personnel-related restructuring expenses of 87 million euros (previous year: 87 million euros). Number of employees per function 1 Production and engineering Marketing, selling and distribution Research and development Administration Total 165 2018 28,600 14,200 2,750 7,900 2017 28,150 13,650 2,700 7,450 51,950 53,450 1 Basis: annual average headcount of full-time employees, excluding appren- tices and trainees, work experience students and interns; figures rounded. 35 Share-based payment plans Global Long Term Incentive Plan (LTI Plan) 2020+ The Global Long Term Incentive (LTI) Plan 2020+ was intro- duced effective January 1, 2017 to replace the previous Global LTI Plan 2013. Both programs will exist alongside each other until the final tranche of the Global LTI Plan 2013 is paid out in 2020. However, as from January 1, 2017, first-time-eligible employees are only being admitted to the Global LTI Plan 2020+. Unlike the Global LTI Plan 2013, which is designed as a share- based remuneration scheme with cash settlement, the Global LTI Plan 2020+ provides for share-based remuneration settled with preferred shares of Henkel AG & Co. KGaA. These treasury shares are granted on condition that members of the Plan are employed for four years by Henkel AG & Co. KGaA or one of its subsidiaries in a position senior enough to qualify for partici- pation, and that they are not under notice during that period. This minimum period of employment pertains to the calendar year in which the treasury shares are granted and the three subsequent calendar years. A performance-related investment amount is pledged to eligible employees at the start of each four-year cycle. Target achievement is determined, and the investment amount specified, at the end of the first calendar year. At the start of the second calendar year, this investment amount – after deduction of taxes and social security contri- butions, where appropriate – is used to purchase treasury shares on the stock exchange, which are then transferred to the employees. The number of shares transferred to each employee on the basis of the investment amount is deter- mined by the actual market price (stock exchange price) of the shares at the time of purchase. The shares are subject to a lock-up period that ends upon completion of the relevant four- year cycle. During this time, the employees participate in all share price developments. Once the lock-up period has expired, the employees may dispose of the shares as they wish. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information212 In addition, an Outperformance Reward, which grants treasury shares based on the achievement of target figures established in advance, was set at the beginning of the four-year medium- term plan. In this case, the employees are not granted the treasury shares until the four-year performance measurement period has ended, but may then dispose of them immediately at will. Of the shares already acquired for the 2017 cycle, 267 have now become vested. They will be made freely available to qualify- ing employees on April 1, 2019. 6,079 shares becoming avail- able due to forfeited entitlements were resold. At year-end 2018 therefore, 299,241 treasury shares were transferred to employees. The employees will be able to dispose of them freely at the end of 2020. The investment amount specified in the first year of the cycle is recognized as a proportionate payroll cost spread over the four-year performance period. As the Global LTI Plan 2020+ provides for settlement using treasury shares, the allocations are recognized in equity. If treasury shares are granted at the end of the performance measurement period, equity is reduced accordingly with no effect on profit or loss. Additional employer contributions and other payments that do not con- stitute part of the investment amount and are not settled with treasury shares are recognized under other provisions. For the 2017 – 2020 cycle, a gross investment amount of 47 million euros was determined, based on target achieve- ment. In fiscal 2018, after deduction of taxes and social insur- ance contributions, 305,914 treasury shares with a total value of 33 million euros were purchased and will be made freely available to qualifying employees on January 1, 2021. The shares were purchased at an average price of 108.84 euros. Recognition of the payment of the gross investment amount resulted in a reduction of equity. Global LTI Plan 2020+ Vested entitlements and awards on April 1, 2018 Forfeited entitlements in fiscal 2018 Entitlements that became vested in fiscal 2018 Outstanding vested entitlements on December 31, 2018 166 Number of shares 305,587 6,079 267 299,241 In fiscal 2018, an equity-increasing payroll cost of 1 million euros (previous year: equity-increasing cost of 21 million euros) was recognized in connection with the Global LTI Plan 2020+. Global Long Term Incentive (LTI) Plan 2013 In fiscal 2013, the general terms and conditions of the previ- ously implemented Global CPU Plan 2004 were amended and replaced by the Global LTI Plan 2013, which is a share-based remuneration scheme with cash settlement. Effective Janu- ary 1, 2017, this scheme was replaced by the Global LTI Plan 2020+. Since 2013, Cash Performance Units (CPUs) have been granted on condition that members of the Plan are employed for four years by Henkel AG & Co. KGaA or one of its subsidiar- ies in a position senior enough to qualify for participation and that they are not under notice during that period. This mini- mum period of employment pertains to the calendar year in which the CPUs are granted and the three subsequent calendar years. Until payment of the final tranche in 2020, the total value of the cash remuneration payable to senior management person- nel is recalculated on each reporting date and on the settle- ment date, based on the fair value of the CPUs, and recognized through an appropriate increase in provisions as a payroll cost that is spread over the period of service of the beneficiary. All changes to the measurement of this provision are reported under payroll cost. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information213 The number of CPUs granted depends not only on the seniority of the officer but also on the achievement of set target figures. For the cycles issued from 2013 onward, the target is based on growth in adjusted earnings per preferred share. 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. As of the reporting date, the calculation of the provision was based on a fair value of 95.40 euros (closing price of Henkel preferred shares on December 28, 2018; on December 29, 2017: 110.35 euros) per CPU. The overall payout of the long-term incentive is subject to a cap. The twelfth four-year cycle, which was issued in 2014, became due for payment in 2018. At December 31, 2018, the CPU Plan worldwide comprised 372,186 CPUs (December 31, 2017: 520,448 CPUs) from the four-year tranche issued in 2015, and 362,558 CPUs (December 31, 2017: 502,700 CPUs) from the tranche issued in 2016. This resulted in an additional expense in the reporting year of 3.2 million euros (December 31, 2017: 43.0 million euros). The corresponding provision amounted to 63.9 million euros (December 31, 2017: 122.9 million euros), of which 37.4 million euros (December 31, 2017: 53.1 million euros) is vested. 36 Group segment report The format for reporting the activities of the Henkel Group by segment is by business unit and reportable segments; selected regional information is also provided. The segment report cor- responds to the way in which the Group manages its operating business, and the Group’s reporting structure. The Group segment report comprises nine operating segments assigned to four reportable segments. The Adhesives for Consumers, Craftsmen and Building reportable segment is comprised of a single operating segment of the same name, whereas the Industrial Adhesives reportable segment covers four operating segments: Packaging and Consumer Goods Adhesives, Transport and Metal, General Industry, and Elec- tronics. The Beauty Care reportable segment is comprised of two operating segments: Branded Consumer Goods and Hair Salon. The Laundry & Home Care reportable segment is also made up of two operating segments: Laundry Care and Home Care. The assignment of operating segments to individual report- able segments is based on the economic characteristics of the business, the nature of products and production processes, the type of customer groups, and the characteristics of the sales and distribution structure and of the regulatory environment. The level of homogeneity in terms of the characteristics of the operating segments within both the Beauty Care and the Laun- dry & Home Care reportable segments is very high. The busi- ness characteristics within the relevant reportable segments display a similarity given the comparability of the relevant operating segments with respect to various key financials of relevance for the Group. These key financials include both Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information214 earnings and accounting figures, and cost of capital rates. The nature of the production, selling and distribution processes within the reportable segments is also highly comparable, given that – in some cases – even the same production facili- ties are used, similar raw materials purchased and the distri- bution models are also comparable. In addition, the manufac- tured product is destined for direct sale to and use by consum- ers. Accordingly, there is also homogeneity between the cus- tomer groups within these two reportable segments. There are no essential differences in the regulatory environment that have any impact on the management of the businesses. The operating segments in the Adhesive Technologies business unit do not demonstrate the same high level of homogeneity. In particular, the operating segments differ due to the nature of their products and the associated customer groups. The products are either destined predominantly for private con- sumers and craftsmen, or for key accounts in the manufacturing sector. Accordingly, the operating segments are assigned to two different reportable segments. The Industrial Adhesives reportable segment is comprised of those operating segments whose products are manufactured for major industrial customers and predominantly sold in large quantities, whereas the Adhesives for Consumers, Craftsmen and Building reportable segment focuses on private consumers and craftsmen who regularly purchase small quantities from wholesalers / retailers. Reportable segments Adhesives for Consumers, Craftsmen and Building In the Adhesives for Consumers, Craftsmen and Building oper- ating segment, we market a comprehensive range of brand-name products for private users, craftsmen and the construction industry. Based on our four international brand platforms, namely Loctite, Pritt, Pattex and Ceresit, we offer target-group- aligned system solutions for applications in the household, in schools and in offices, for do-it-yourselfers and craftsmen, and also for the building industry. Industrial Adhesives The Industrial Adhesives reportable segment covers four oper- ating segments: Packaging and Consumer Goods Adhesives, Transport and Metal, General Industry, and Electronics. The Packaging and Consumer Goods Adhesives operating segment serves major international customers as well as medium- and small-sized manufacturers of the consumer goods and furniture industries. Our economies of scale allow us to offer attractive solutions for standard and volume applications. The Transport and Metal operating segment serves major international customers in the automotive and metal-process- ing industries, offering tailor-made system solutions and specialized technical services that cover the entire value chain – from steel strip coating to final vehicle assembly. In the General Industry operating segment, our customers comprise manu- facturers from a multitude of industries, ranging from house- hold appliance producers to the wind power industry. Our portfolio here encompasses Loctite products for industrial maintenance, repair and overhaul, a wide range of sealants and system solutions for surface treatment applications, and specialty adhesives. Our Electronics operating segment offers customers from the worldwide electronics industry a broad spectrum of innovative, high-tech adhesives and soldering materials for the manufacture of microchips and electronic assemblies. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information215 Beauty Care The Beauty Care reportable segment comprises our globally active Branded Consumer Goods operating segment with Hair Care, Hair Colorants, Hair Styling, Body Care, Skin Care and Oral Care, as well as the professional Hair Salon operating segment. Laundry & Home Care The Laundry & Home Care reportable segment covers the global activities of Henkel in laundry and home care branded consumer goods. The Laundry Care operating segment includes not only heavy-duty and specialty detergents but also fabric softeners, laundry performance enhancers, and other fabric care products. Our Home Care operating segment encompasses hand and automatic dishwashing products, cleaners for bathroom and WC applications, and household, glass and specialty cleaners. We also offer air fresheners and insect control products for household applications in selected regions. Principles of Group segment reporting In determining the segment results, assets and liabilities, we apply essentially the same principles of recognition and mea- surement as in the consolidated financial statements. We have valued net operating assets in foreign currencies at average exchange rates. The Group measures the performance of its segments on the basis of a segment income variable referred to internally and in our reporting procedures as “adjusted EBIT,” which is calcu- lated by adjusting operating profit (EBIT) for one-time charges and gains and also restructuring expenses. Of the restructuring expenses, 68 million euros (previous year: 69 million euros) is attributable to Adhesive Technologies, 59 million euros (previous year: 76 million euros) to Beauty Care and 132 million euros (previous year: 90 million euros) to Laundry & Home Care. For reconciliation with the figures for the Henkel Group, Group overheads are reported under Corporate together with income and expenses that cannot be allocated to the individ- ual business units. For reconciliation with the pre-tax earnings of the Henkel Group, please refer to the consolidated statement of income and the financial result reported therein. Proceeds transferred between the segments only exist to a negligible extent and are therefore not separately disclosed. Net operating assets, provisions and liabilities are assigned to the segments in accordance with their usage or origin. Where usage or origin is attributable to several segments, allocation is effected on the basis of appropriate ratios and keys. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information216 For regional and geographic analysis purposes, we allocate sales to countries on the basis of the country-of-origin princi- ple. Non-current assets are allocated in accordance with the domicile of the international company to which they pertain. Reconciliation between net operating assets / capital employed and financial statement figures Net operating assets Financial state- ment figures Net operating assets 167 Financial state- ment figures in million euros Goodwill at book value Other intangible assets and property, plant and equipment (including assets held for sale) Deferred taxes Inventories Trade accounts receivable from third parties Intra-group accounts receivable Other assets and tax refund claims 2 Cash and cash equivalents Operating assets / Total assets Operating liabilities of which: Trade accounts payable to third parties Intra-group accounts payable Other provisions and other liabilities 2 (financial and non-financial) Net operating assets – Goodwill at book value + Goodwill at cost 3 Capital employed Annual average 1 2017 December 31, 2017 December 31, 2017 Annual average 1 2018 December 31, 2018 December 31, 2018 11,601 11,821 4 11,821 4 12,005 12,486 12,486 6,759 – 2,066 3,560 1,520 636 26,142 7,796 3,735 1,520 2,540 18,347 11,601 12,124 18,870 6,948 4 – 2,079 4 3,544 1,874 599 26,865 8,063 3,721 4 1,874 2,472 18,773 – – – 6,948 4 949 2,079 4 3,544 – 2,079 4 919 4 28,339 – 3,721 4 – 2,797 – – – – 7,169 – 2,261 3,799 1,839 624 27,697 8,282 3,869 1,839 2,574 19,416 12,005 12,667 20,078 7,313 – 2,176 3,610 1,721 555 27,861 7,885 3,713 1,721 2,451 19,976 – – – 7,313 959 2,176 3,610 – 2,016 1,063 29,623 – 3,713 – 2,603 – – – – 1 The annual average is calculated on the basis of the 12 monthly figures. 2 We take only amounts relating to operating activities into account in calculating net operating assets. 3 Before deduction of accumulated impairment pursuant to IFRS 3.79 (b). 4 Prior-year figures amended (please refer to the notes on pages 140 and 141). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information217 37 Earnings per share Earnings per share in million euros (rounded) Net income attributable to shareholders of Henkel AG & Co. KGaA Dividends, ordinary shares Dividends, preferred shares Total dividends Retained earnings, ordinary shares Retained earnings, preferred shares Retained earnings Number of ordinary shares Dividend per ordinary share in euros of which preliminary dividend per ordinary share in euros 1 Retained earnings per ordinary share in euros Earnings per ordinary share in euros Number of outstanding preferred shares 2 Dividend per preferred share in euros of which preferred dividend per preferred share in euros 1 Retained earnings per preferred share in euros Earnings per preferred share in euros Number of ordinary shares Dividend per ordinary share in euros of which preliminary dividend per ordinary share in euros 1 Retained earnings per ordinary share in euros (after dilution) Diluted earnings per ordinary share in euros 168 2017 2018 Reported Adjusted Reported Adjusted 2,519 460 312 772 1,045 702 1,747 2,534 460 312 772 1,054 708 1,762 2,311 475 323 798 905 608 1,513 2,604 475 323 798 1,080 726 1,806 259,795,875 259,795,875 259,795,875 259,795,875 1.77 3 0.02 4.02 5.79 1.77 3 0.02 4.06 5.83 1.83 3 0.02 3.48 5.31 1.83 3 0.02 4.16 5.99 174,482,323 174,482,323 174,482,323 174,482,323 1.79 3 0.04 4.02 5.81 1.79 3 0.04 4.06 5.85 1.85 3 0.04 3.48 5.33 1.85 3 0.04 4.16 6.01 259,795,875 259,795,875 259,795,875 259,795,875 1.77 3 0.02 4.02 5.79 1.77 3 0.02 4.06 5.83 1.83 3 0.02 3.48 5.31 1.83 3 0.02 4.16 5.99 Number of potentially outstanding preferred shares 2 174,482,323 174,482,323 174,482,323 174,482,323 Dividend per preferred share in euros of which preferred dividend per preferred share in euros 1 Retained earnings per preferred share in euros (after dilution) Diluted earnings per preferred share in euros 1.79 3 0.04 4.02 5.81 1.79 3 0.04 4.06 5.85 1.85 3 0.04 3.48 5.33 1.85 3 0.04 4.16 6.01 1 See combined management report, Corporate governance, Composition of issued capital / Shareholders’ rights on pages 29 and 30. 2 Weighted annual average of preferred shares. 3 Proposal to shareholders for the Annual General Meeting on April 8, 2019. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information218 38 Consolidated statement of cash flows We prepare the consolidated statement of cash flows in accor- dance with International Accounting Standard (IAS) 7 State- ment of Cash Flows. It describes the flow of cash and cash equivalents by origin and usage of liquid funds, distinguishing between changes in funds arising from operating activities, investing activities, and financing activities. Financial funds include cash on hand, checks and credit at banks, and other financial assets with a remaining term of not more than three months. Securities are therefore included in financial funds, provided that they are available at short term and are only exposed to an insignificant price change risk. The computa- tion is adjusted for effects arising from currency translation. In some countries, there are administrative hurdles to the transfer of money to the parent company. Cash flows from operating activities are determined by ini- tially adjusting operating profit for non-cash variables such as amortization / depreciation / impairment / write-ups on intan- gible assets and property, plant and equipment – supple- mented by changes in provisions, changes in other assets and liabilities, and also changes in net working capital. We dis- close payments made for income taxes under operating cash flow. Cash flows from investing activities occur essentially as a result of outflows of funds for investments in intangible assets and property, plant and equipment, subsidiaries and other business units, as well as investments accounted for by the equity method, and joint ventures. Here, we also recognize inflows of funds from the sale of intangible assets and prop- erty, plant and equipment, subsidiaries and other business units. In the reporting period, cash flows from investing activi- ties mainly involved outflows for the acquisition of subsidiar- ies and other business units in the amount of – 429 million euros (previous year: – 1,830 million euros), as well as outflows for investments in intangible assets and property, plant and equipment, including payments on account, in the amount of – 837 million euros (previous year: – 700 million euros). Of the outflows for the acquisition of subsidiaries and other busi- ness units, virtually the entire amount is attributable to the acquisitions described in the section “Acquisitions and divest- ments” on pages 134 and 135. In cash flow from financing activities, we recognize interest and dividends paid and received, the change in borrowings and in pension provisions, and also payments made for the acquisition of non-controlling interests and other financing transactions. Free cash flow indicates how much cash is actually available for acquisitions and dividends, reducing debt and / or alloca- tions to pension funds. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information219 169 Total Reconciliation of assets and liabilities reflected in cash flow from financing activities in million euros At January 1, 2017 Change in cash flow from financing activities 1 of which: Interest paid Issuance of bonds Other changes in borrowings Allocations to pension funds Other changes in pension obligations Other financing transactions Interest expense / income Purchase or sale of subsidiaries Foreign exchange Changes in fair value Sundry At December 31, 2017 Derivative assets and liabilities Securities, time deposits and financial collateral provided Receivable from Henkel Trust e.V. and reimbursement rights Provisions for pensions and similar obligations Borrowings Finance leases 1 354 – 2 – 360 – – – 4 2 – – – 382 – – 25 9 231 – – – – – 231 0 – – – – 240 616 104 – – – – 104 – 4 – – 11 4 – 717 – 1,007 – 3,725 – 17 – 4,123 72 – – – 112 – 40 – – 15 – 44 52 190 – 8 – 886 51 – 535 – 402 – – – – 57 – 4 69 259 – 2 0 – 2 – – – 0 – 2 – – – 123 49 2 – 535 – 40 3 112 64 227 – 66 – 48 112 71 – 8 – 760 – 4,344 – 13 – 4,185 1 The received interest disclosed in the cash flow from financing activities is mainly attributable to cash and cash equivalents; their reconciliation is derived from the cash flow statement. 2 Does not include cash outflow of 7 million euros for fees and other financial charges relating to the procurement of money and loans. 3 Differs from the cash flow statement due to currency differences and the currency results of intra-group financing and capital transactions. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information220 170 Total Reconciliation of assets and liabilities reflected in cash flow from financing activities in million euros At January 1, 2018 Change in cash flow from financing activities 1 of which: Interest paid Redemption of bonds Other changes in borrowings Allocations to pension funds Other changes in pension obligations Other financing transactions Interest expense / income Purchase or sale of subsidiaries Foreign exchange Changes in fair value Sundry At December 31, 2018 Derivative assets and liabilities Securities, time deposits and financial collateral provided Receivable from Henkel Trust e.V. and reimbursement rights Provisions for pensions and similar obligations Borrowings Finance leases – 25 – 55 3 – – 66 – – 8 – 3 – – 59 – – 24 240 18 – – – – – 18 – – – – 12 270 717 – – – – – – – 3 – 9 – 10 – 719 – 760 133 – – – 175 – 42 – – 9 – 5 – 11 – 125 – 17 – 794 – 4,344 370 71 1,447 – 1,148 – – – – 75 – – 43 – 83 – – 4,175 – 13 – 4,185 – – – – – – – – – 5 – – 13 – 5 466 74 2 1,447 – 1,214 3 175 – 42 26 – 84 – 10 – 45 – 159 8 – 4,009 1 The received interest disclosed in the cash flow from financing activities is mainly attributable to cash and cash equivalents; their reconciliation is derived from the cash flow statement. 2 Does not include cash outflow of 4 million euros for fees and other financial charges relating to the procurement of money and loans. 3 Differs from the cash flow statement due to currency differences and the currency results of intra-group financing and capital transactions. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information221 39 Contingent liabilities Finance lease commitments 2017 173 Analysis in million euros Liabilities under guarantee and warranty agreements 171 December 31, 2017 December 31, 2018 10 9 40 Lease and other unrecognized financial commitments Operating leases as defined in IAS 17 comprise all forms of rights of use of assets, including rights of use arising from rent and leasehold agreements. Payment commitments under operating lease agreements are shown at the total amounts payable up to the earliest date of termination. The amounts shown are the nominal values. At December 31, 2018, they were due for payment as follows: Operating lease commitments 172 in million euros Due in the following year Due within 1 to 5 years Due after 5 years Total December 31, 2017 December 31, 2018 79 168 147 394 137 265 133 535 Within the Group, we primarily lease office space and equip- ment, production buildings, warehouses, technical facilities, automobiles, and IT equipment. Some of these contracts con- tain extension options and price adjustment clauses. In the course of fiscal 2018, 85 million euros became due for payment under operating leases (previous year: 80 million euros). Future payments relating to finance lease commitments 2 7 6 15 in million euros At Dec. 31, 2017 Due in the following year Due within 1 to 5 years Due after 5 years Total Finance lease commitments 2018 Future payments relating to finance lease commitments 0 2 11 13 in million euros At Dec. 31, 2018 Due in the following year Due within 1 to 5 years Due after 5 years Total Interest portion Present value of future lease installments 0 1 0 1 2 6 5 13 174 Interest portion Present value of future lease installments 0 2 4 6 0 0 7 7 As of the end of 2018, commitments arising from orders for property, plant and equipment amounted to 103 million euros (previous year: 68 million euros). As of the reporting date, payment commitments under the terms of agreements for capital increases and share purchases contracted prior to December 31, 2018 amounted to 24 million euros (previous year: 4 million euros). Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information222 41 Voting rights / Related party disclosures Related parties as defined by IAS 24 Related Party Disclosures are legal entities or natural persons who may be able to exert influence on Henkel AG & Co. KGaA and its subsidiaries, or be subject to control or material influence by Henkel AG & Co. KGaA or its subsidiaries. These mainly include all members of the Henkel family share-pooling agreement, the non-consoli- dated affiliated companies in which Henkel holds shares, the associated companies, and the members of the corporate bod- ies of Henkel AG & Co. KGaA, whose remuneration is explained in the remuneration report on pages 42 to 61 of Henkel's Annual Report 2018. Related parties as defined in IAS 24 also include Henkel Trust e.V. and Metzler Trust e.V. Henkel AG & Co. KGaA, Düsseldorf, has been notified that on October 12, 2018, the proportion of voting rights held by the members of the Henkel family share-pooling agreement repre- sented in total a share of 61.20 percent of the voting rights (158,999,015 votes) in Henkel AG & Co. KGaA (ISIN DE0006048408), held by • 132 members of the families of the descendants of Fritz Henkel, the company’s founder, • four foundations set up by members of those families, • three trusts set up by members of those families, • two private limited companies (GmbH) set up by members of those families, thirteen limited partnerships with a lim- ited company as general partner (GmbH & Co. KG), and one limited partnership (KG), under the terms of a share-pooling agreement per Section 34 (2) German Securities Trading Act [WpHG], whereby the shares held by the two private limited companies, by the thirteen limited partnerships with a limited company as general partner, and by the one limited partnership, repre- senting a share of 16.97 percent of the voting rights (44,081,965 votes), are also attributed (per Section 34 (1) (1) WpHG) to the family members who control those compa- nies. No party to the share-pooling agreement is obliged to notify that it has reached or exceeded 3 percent or more of the total voting rights in Henkel AG & Co. KGaA, even after adding voting rights expressly granted under the terms of usufruct agreements. Dr. Simone Bagel-Trah, Germany, is the authorized repre- sentative of the parties to the Henkel family share-pooling agreement. Financial receivables from and payables to other invest- ments in the form of non-consolidated affiliated entities and associated entities are disclosed in Notes 3 and 19. Henkel Trust e.V. and Metzler Trust e.V., as parties to rele- vant contractual trust arrangements (CTA), hold the assets required to cover the pension obligations in Germany. The claim on Henkel Trust e.V. for reimbursement of pension payments made is shown under other financial assets (Note 3 on page 155). The receivable does not bear interest. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information223 42 Exercise of exemption options Adopting the same approach as in 2017, the following German companies included in the consolidated financial statements of Henkel AG & Co. KGaA exercised exemption options in fiscal 2018: • Schwarzkopf Henkel Production Europe GmbH & Co. KG, Düsseldorf (Section 264b German Commercial Code [HGB]) • Henkel Loctite-KID GmbH, Hagen (Section 264 (3) HGB) • Henkel IP Management and IC Services GmbH, Monheim (Section 264 (3) HGB) surviving dependents, amounted to 100,940,669 euros (previ- ous year: 102,214,945 euros). The total remuneration for this group of persons (Section 285 (9b) and Section 314 (1) (6b) HGB) in the reporting year amounted to 7,205,023 euros (previous year: 7,265,411 euros). The following expenditure was recognized in fiscal 2018 under IFRS for remuneration paid to members of the Management Board, Supervisory Board and Shareholders' Committee in office in the year under review: • The Bergquist Company GmbH, Halstenbek (Section 264 (3) Remuneration of the corporate bodies 175 HGB) • Sonderhoff Services GmbH, Cologne (Section 264 (3) HGB) • Sonderhoff Chemicals GmbH, Cologne (Section 264 (3) HGB) • Sonderhoff Holding GmbH, Cologne (Section 264 (3) HGB) The Dutch company Henkel Nederland B.V., Nieuwegein, exer- cised the exemption option afforded in Article 2:403 of the Civil Code of the Netherlands. 43 Remuneration of the corporate bodies The total remuneration of the members of the Supervisory Board and of the Shareholders’ Committee of Henkel AG & Co. KGaA amounted to 1,559,000 euros plus value-added tax (pre- vious year: 1,565,000 euros) and 2,295,206 euros (previous year: 2,215,754 euros) respectively. The total remuneration (Section 285 (9a) and Section 314 (1) (6a) HGB) of the Manage- ment Board and members of the Management Board of Henkel Management AG amounted to 21,111,180 euros (previous year: 25,326,382 euros). Accruals for pension obligations to former members of the Management Board and the management of Henkel KGaA, as well as the former management of its legal predecessor and in euros 2017 * 2018 Management Board remuneration Short-term remuneration 1 Expense for long-term incentive Service cost of pension obligations Total Supervisory Board remuneration 20,006,185 18,226,124 5,923,244 247,567 3,167,459 3,084,685 29,096,888 21,558,376 Fixed fee and meeting attendance 2 1,565,000 1,559,000 Shareholders' Committee remuneration Fixed fee 2 2,215,754 2,295,206 Total expenses relating to the corporate bodies 32,877,642 25,412,582 1 Fixed remuneration, other emoluments, short-term incentive. 2 Including committee activity. * Figures for 2017 relate to the members of the corporate bodies who served in 2017. In the year under review, no benefits relating to the termina- tion of service on the Management Board (e.g. severance pay) were paid (previous year: 5,120,400 euros). Further discussion of the remuneration paid to the members who served on the Management Board, Supervisory Board and Shareholders’ Committee in the year under review can be found in the audited remuneration report on pages 42 to 61. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information224 44 Declaration of compliance with the Corporate Governance Code [DCGK] In February 2018, 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 Cor- porate Governance Code [DCGK] in accordance with Section 161 German Stock Corporation Act [AktG]. The declaration has been made permanently available to shareholders on the com- pany website: www.henkel.com/ir 45 Subsidiaries and other investments Details relating to the investments held by Henkel AG & Co. KGaA and the Henkel Group, which are part of these financial statements, are provided in a separate schedule appended to these notes to the consolidated financial statements but not included in this version of the Annual Report. Said schedule is included in the accounting record submitted for publication in the electronic federal gazette and can be viewed there and at the Annual General Meeting. The schedule is also published on our website: www.henkel.com/reports 46 Auditor’s fees and services The total fees charged to the Group for services provided by the auditor KPMG AG Wirtschaftsprüfungsgesellschaft and other companies of the worldwide KPMG network in fiscal 2017 and 2018 were as follows: Type of fee in million euros Audits Other attestation services Tax advisory services Other services Total 2017 10.3 0.5 1.0 0.8 12.6 of which Germany 2.5 0.3 0.3 0.8 3.9 2018 9.7 0.4 1.6 0.6 12.3 176 of which Germany 2.0 0.2 0.7 0.5 3.4 The financial statement auditing services provided by KPMG AG relate primarily to their audits of the annual and consoli- dated financial statements of Henkel AG & Co. KGaA, together with various audits of annual financial statements of its sub- sidiaries. Reviews of interim financial statements were also included in the audit mandate. Other attestation services included the provision of a comfort letter, and the performance of legally and contractually stipu- lated audits such as those specified in Section 20 Securities Trading Act [WpHG] in relation to the European Market Infra- structure Regulation (EMIR). These fees also covered the audit of the non-financial report and sustainability disclosures. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information225 Fees for tax advisory services mainly relate to those performed in connection with intra-group restructuring procedures under company law, the audit of the tax compliance manage- ment system, and provision of support on ongoing tax issues. Other services mainly comprised advisory services relating to cyber and IT security, audits performed as part of IT migra- tion projects, services focusing on the implementation of regulatory requirements, and other project- related advisory services. Subsequent events After December 31, 2018, there were no reportable events of particular significance for the net assets, financial position and results of operations of the Henkel Group. Düsseldorf, January 31, 2019 Henkel Management AG, Personally Liable Partner of Henkel AG & Co. KGaA Management Board Hans Van Bylen, Jan-Dirk Auris, Carsten Knobel, Kathrin Menges, Bruno Piacenza, Jens-Martin Schwärzler The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Henkel Annual Report 2018 226 Independent Auditor’s Report To Henkel AG & Co. KGaA, Düsseldorf Report on the Audit of the Consolidated Financial State- ments and of the Combined Management Report Opinions We have audited the consolidated financial statements of Henkel AG & Co. KGaA and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2018, and the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from January 1 to December 31, 2018, and notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the combined manage- ment report of Henkel AG & Co. KGaA for the financial year from January 1 to December 31, 2018. In accordance with the German legal requirements we have not audited the content the Corporate governance statement which is included in section “Fundamental principles of the Group” of the com- bined management report. In our opinion, on the basis of the knowledge obtained in the audit, • the accompanying consolidated financial statements com- ply, in all material respects, with the IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabili- ties, and financial position of the Group as at December 31, 2018, and of its financial performance for the financial year from January 1 to December 31, 2018, and • the accompanying combined management report as a whole provides an appropriate view of the Group’s position. In all material respects, this combined management report is con- sistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the combined management report does not cover the content of the Corporate governance statement mentioned above. Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal com- pliance of the consolidated financial statements and of the combined management report. Basis for the Opinions We conducted our audit of the consolidated financial state- ments and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibili- ties for the Audit of the Consolidated Financial Statements and of the Combined Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commer- cial and professional law, and we have fulfilled our other Ger- man professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information227 of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the consolidated financial statements and on the combined management report. Key Audit Matters in the Audit of the Consolidated Financial Statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the con- solidated financial statements for the financial year from Jan- uary 1 to December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial state- ments as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. In performing the impairment test for goodwill and intangible assets with indefinite useful lives, which is conducted annually, the carrying amounts of the respective cash-generating units are compared with their respective recoverable amounts. The recov- erable amount is determined at Henkel based on fair value less costs to sell. For this purpose, fair value is determined using a dis- counted cash flow model. Future cash flows are derived from the Henkel Group’s financial plan, which is prepared by management and approved by the Supervisory Board, and which is developed for subsequent years using assumptions. Future cash flows are discounted using the weighted average cost of capital of the respective cash-generating unit. This measurement is highly dependent on estimates of future cash flows as well as on the cost of capital used and therefore subject to considerable uncertainty. Recoverability of the carrying amount of goodwill and intangible assets with indefinite useful lives See Note 1 in the notes to the consolidated financial statements for explanations on goodwill and intangible assets with indefinite useful lives. THE FINANCIAL STATEMENT RISK In the consolidated financial statements of Henkel AG & Co. KGaA as of December 31, 2018, goodwill of EUR 12,486 million and trademarks and other rights with indefinite useful lives of EUR 3,100 million are reported. Goodwill and intangible assets with indefinite useful lives are allocated to the cash-generating units that are expected to benefit from the business combination in which the goodwill arose or from the utilization of the intangible assets. Concerning goodwill, these cash-generating units are gen- erally represented by the strategic business units, while the Beauty Care and Laundry & Home Care trademarks are allocated to regional business units. In this context and due to the underlying complexity of the valua- tion models there is a risk that impairment of goodwill and of intangible assets with indefinite useful lives existing as of the reporting date is not recognized. There is also a risk that the dis- closures in the notes to the consolidated financial statements of Henkel AG & Co. KGaA associated herewith are not appropriate. OUR AUDIT APPROACH Our audit included an evaluation of the methodical approach to conducting the impairment tests and a verification of the com- putational accuracy of the model. Through a comparison with the assumptions from the financial plan and reconciliation with the expected developments in the relevant markets derived from market analysis, among others, we confirmed the appropriateness of the future cash flows that were used. We conducted interviews in the business units to obtain information on key drivers of future development and to estimate their effects on the forecasts for the cash flows. We Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information228 assessed the appropriateness of the estimated perpetuity growth rates using relevant market analysis. We also confirmed adher- ence to budget by making a retrospective comparison. Further- more, we evaluated Henkel’s planning process by surveying those responsible for the process and verifying the process steps. As even small changes in the cost of capital materially affect the fair value, we involved our valuation specialists and focused on the assumptions and data used to determine the weighted aver- age cost of capital and also verified the calculation procedure. This also involved comparisons with the peer group relevant to Henkel as regards the cost of equity utilized. In addition, we conducted our own sensitivity analyses for the cash-generating units to establish the effects of incremental changes to assump- tions on the measurement of goodwill and intangible assets. Finally, for the purposes of an overall assessment, we compared the total calculated fair values less costs to sell for the individual cash-generating units with the current market capitalization of the Henkel Group. The related disclosures in the notes to the consolidated finan- cial statements are appropriate. The global transformation of purchasing, production and logistics activities See pages 93 and 95 in the combined management report for explana- tory notes on the global transformation of purchasing, production and logistics activities THE FINANCIAL STATEMENT RISK Since 2014, Henkel has pooled its global purchasing activities to achieve greater efficiency and improved cooperation with its strategic suppliers worldwide. This is part of the close inte- gration of purchasing activities with production and logistics activities. Across all business units, the so called supply chain will be further standardized, optimized and combined in a central supply chain organization operating worldwide. This organizational realignment will be supported by a globally uniform IT platform that maps the new processes accompany- ing the transition. We also assessed whether the disclosures required pursuant to IAS 36 in the notes to the consolidated financial statements are appropriate. In financial year 2018, the business in North America was inte- grated into Henkel‘s central supply chain organization. OUR CONCLUSIONS The calculation model used by Henkel AG & Co. KGaA for impairment testing of goodwill and intangible assets with indefinite useful lives is appropriate and consistent with the applicable accounting policies. The transition of purchasing, production and logistics activi- ties resulted in changes in the legal and organizational struc- ture within the Henkel Group and changes in intragroup trans- actions, which all impact accordingly on key operating pro- cesses and the accounting-related control system associated with those processes. The assumptions used for the measurement of goodwill and intangible assets with indefinite useful lives are generally rea- sonable as a whole. This results in the risk that the adjustments to the account- ing-related internal control system required due to the trans- formation may be incomplete and the effectiveness of the Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information229 accounting-related internal control system may be compro- mised. Furthermore, there is the risk that the data migration to a global IT platform, which was carried out as part of the inte- gration of the IT systems, may have been deficient or incom- plete. In addition, the adjustment to the respective purchasing, production and logistics activities also has income tax impli- cations for the Henkel Group, in particular concerning the appropriateness of transfer pricing. OUR AUDIT APPROACH Based on our understanding of the processes, we assessed the setup, implementation and effectiveness of the significant and relevant internal controls that had been modified as part of the converted purchasing, production and logistics processes. The audit procedures performed for this matter included an assessment of the setup and effectiveness of the internal con- trols. A further focus was placed on the audit of the proper migration of accounting-relevant data to the standardized IT platform. We carried out this audit with the involvement of our IT spe- cialists in order to verify that the data transfer was complete and the IT system settings were correct. Furthermore, as part of our audit, with the assistance of our tax specialists, we particularly assessed the appropriateness of the setup and implementation of the transfer pricing system. In the course of our audit of intragroup agreements, the expert opinions of the external tax experts engaged by Henkel con- cerning the appropriateness of the transfer pricing system were evaluated, and we were able to verify the competence and objectivity of the external tax experts. The regional focus of our work in respect of the audit proce- dures outlined above was on North America, as this region was integrated into Henkel‘s centralized supply chain in financial year 2018. OUR OBSERVATIONS We were able to verify that, after the adjustments concerning the transformation of the purchasing, production and logistics activities, the accounting-related internal control system has been properly set up and implemented, and is effective. The data migration related to the introduction of a uniform IT platform was carried out appropriately and completely. Moreover, we were able to verify that the income tax effects arising from the changes to intragroup transactions have been appropriately presented in the financial statements. Other Information Management is responsible for the other information. The other information comprises: • the Corporate governance statement, and • the remaining parts of the annual report, with the exception of the audited consolidated financial statements and com- bined management report and our auditor’s report. Our opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information • is materially inconsistent with the consolidated financial statements, with the combined management report or our knowledge obtained in the audit, or • otherwise appears to be materially misstated. Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information230 Responsibilities of Management and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report Management is responsible for the preparation of the consoli- dated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional require- ments of German commercial law pursuant to Section 315e (1) HGB and that the consolidated financial statements, in compli- ance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, management is responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, manage- ment is responsible for assessing the Group’s ability to con- tinue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an inten- tion to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, management is responsible for the preparation of the combined management report that, as a whole, provides an appropriate view of the Group’s position and is, in all mate- rial respects, consistent with the consolidated financial state- ments, complies with German legal requirements, and appro- priately presents the opportunities and risks of future devel- opment. In addition, management is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined manage- ment report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appro- priate evidence for the assertions in the combined manage- ment report. The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the combined man- agement report. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consoli- dated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial state- ments and on the combined management report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstate- ments can arise from fraud or error and are considered mate- rial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this combined management report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information231 and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effec- tiveness of these systems. • Evaluate the appropriateness of accounting policies used by management and the reasonableness of estimates made by management and related disclosures. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi- cant doubt on the Group’s ability to continue as a going con- cern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclo- sures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to con- tinue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclo- sures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsi- ble for our opinions. • Evaluate the consistency of the combined management report with the consolidated financial statements, its con- formity with German law, and the view of the Group’s posi- tion it provides. • Perform audit procedures on the prospective information presented by management in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by management as a basis for the prospective information, and evaluate the proper derivation of the prospective infor- mation from these assumptions. We do not express a sepa- rate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoid- able risk that future events will differ materially from the prospective information. We communicate with those charged with governance regard- ing, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information232 We also provide those charged with governance with a state- ment that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safe- guards. From the matters communicated with those charged with gov- ernance, we determine those matters that were of most signifi- cance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Other Legal and Regulatory Requirements Further Information pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the annual general meet- ing on April 9, 2018. We were engaged by the supervisory board, represented by the Audit Committee Chair, on May 11, 2018. We have been the group auditor of Henkel AG & Co. KGaA without interruption for more than 25 years. We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the audit commit- tee pursuant to Article 11 of the EU Audit Regulation (long- form audit report). German Public Auditor Responsible for the Engagement The German Public Auditor responsible for the engagement is Marcus Rohrbach. Düsseldorf, January 31, 2019 KPMG AG Wirtschaftsprüfungsgesellschaft [Original German version signed by:] Klaus Becker Wirtschaftsprüfer [German Public Auditor] Marcus Rohrbach Wirtschaftsprüfer [German Public Auditor] Note: This is a translation of the German original. Solely the original text in German language is authoritative. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 233 Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA It is proposed that the annual financial statements of Henkel AG & Co. KGaA be approved as presented and that the unappropriated profit of 1,589,068,831.62 euros for fiscal 2018 be applied as follows: a) Payment of a dividend of 1.83 euros per ordinary share (259,795,875 shares) b) Payment of a dividend of 1.85 euros per preferred share (178,162,875 shares) c) Carried forward as retained earnings = 475,426,451.25 euros = 329,601,318.75 euros = 784,041,061.62 euros 1,589,068,831.62 euros According to Section 71b German Stock Corporation Act [AktG], treasury shares do not qualify for a divi- dend. The amount in unappropriated profit which relates to the shares held by the corporation (trea- sury shares) at the date of the Annual General Meeting will be carried forward as retained earnings. As the number of such treasury shares can change up to the time of the Annual General Meeting, a corre- spondingly adapted proposal for the appropriation of profit will be submitted to it, providing for an unchanged payout of 1.83 euros per ordinary share qualifying for a dividend and 1.85 euros per pre- ferred share qualifying for a dividend, with corresponding adjustment of the payout totals and of retained earnings carried forward to the following year. Düsseldorf, January 31, 2019 Henkel Management AG, Personally Liable Partner of Henkel AG & Co. KGaA The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Management Board Henkel Annual Report 2018 234 Responsibility statement by the Personally Liable Partner To the best of our knowledge, and in accordance with the applicable accounting principles, the consoli- dated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group, and the management report of the Group, which is combined with the man- agement report of Henkel AG & Co. KGaA, includes a fair review of the development, performance and results of the business and the position of the Group, together with a cogent description of the princi- pal opportunities and risks associated with the expected development of the Group. Düsseldorf, January 31, 2019 Henkel Management AG Management Board Hans Van Bylen, Jan-Dirk Auris, Carsten Knobel, Kathrin Menges, Bruno Piacenza, Jens-Martin Schwärzler The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Subsequent events Independent Auditor’s Report Recommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaA Responsibility statement by the Personally Liable Partner Corporate bodies of Henkel AG & Co. KGaA Further information Henkel Annual Report 2018235 Corporate bodies of Henkel AG & Co. KGaA Boards / memberships as defined by Section 125 (1) sentence 5 German Stock Corporation Act [AktG] as at January 2019 Honorary Chairman of the Henkel Group: Dipl.-Ing. Albrecht Woeste Supervisory Board of Henkel AG & Co. KGaA Dr. rer. nat. Simone Bagel-Trah Chair, Private Investor, Düsseldorf Born in 1969 Member since: April 14, 2008 Memberships: Henkel Management AG (Chair) 1 Henkel AG & Co. KGaA (Shareholders’ Committee, Chair) 2 Bayer AG 1 Heraeus Holding GmbH 1 Birgit Helten-Kindlein * Vice Chair since April 9, 2018 Chairwoman of the General Works Council of Henkel AG & Co. KGaA and Chairwoman of the Works Council of Henkel AG & Co. KGaA, Düsseldorf site Born in 1964 Member since: April 14, 2008 Winfried Zander * (until April 9, 2018) Vice Chair, Chairman of the General Works Council of Henkel AG & Co. KGaA and Chairman of the Works Council of Henkel AG & Co. KGaA, Düsseldorf site Born in 1954 Member from: May 17, 1993 Jutta Bernicke * Member of the Works Council of Henkel AG & Co. KGaA, Düsseldorf site Born in 1962 Member since: April 14, 2008 Peter Hausmann * (until April 9, 2018) Member of the Executive Board of IG Bergbau, Chemie, Energie and responsible for Wages / Finance, Hannover Dr. rer. nat. Kaspar von Braun Astrophysicist, Pasadena Born in 1971 Member since: April 19, 2010 Peter Emmerich * (since April 9, 2018) Member of the General Works Council of Henkel AG & Co. KGaA and Chairman of the Works Council of Henkel AG & Co. KGaA, Herborn-Schönbach site Born in 1966 Member since: April 9, 2018 Johann-Christoph Frey (until April 9, 2018) Private Investor, Klosters Born in 1955 Member from: April 11, 2016 Born in 1954 Member from: April 15, 2013 Memberships: Continental AG 1 Covestro AG 1 Vivawest GmbH (Vice Chair) 1 50 Hertz Transmission AG (Vice Chair) 1 Benedikt-Richard Freiherr von Herman Private Investor, Wain Born in 1972 Member since: April 11, 2016 Timotheus Höttges Chairman of the Executive Board, Deutsche Telekom AG, Bonn Born in 1962 Member since: April 11, 2016 Memberships: BT Group plc, Great Britain 2 FC Bayern München AG 1 Telekom Group: Telekom Deutschland GmbH (Chair) 1 T-Mobile US, Inc. (Chair), USA 2 * Employee representatives. 1 Membership of statutory supervisory and administrative boards in Germany. 2 Membership of comparable oversight bodies. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information236 Supervisory Board committees Nominations Committee Functions The Nominations Committee prepares the resolutions of the Supervisory Board on elec- tion proposals to be presented to the Annual General Meeting for the election of members of the Supervisory Board (representatives of the share holders). Members Dr. Simone Bagel-Trah, Chair Dr. Kaspar von Braun Prof. Dr. Theo Siegert Audit Committee Functions The Audit Committee prepares the proceed- ings and resolutions of the Supervisory Board relating to the approval of the annual financial statements and the consolidated financial statements, and relating to ratification of the proposal to be put before the Annual General Meeting regarding appointment of the auditor. It also deals with accounting, risk management and compliance issues. Members Prof. Dr. Theo Siegert, Chair Prof. Dr. Michael Kaschke, Vice Chair Dr. Simone Bagel-Trah Peter Hausmann (until April 9, 2018) Birgit Helten-Kindlein Edgar Topsch (since April 9, 2018) Michael Vassiliadis (since April 9, 2018) Winfried Zander (until April 9, 2018) Prof. Dr. sc. nat. Michael Kaschke Chairman of the Executive Board, Carl Zeiss AG, Oberkochen Born in 1957 Member since: April 14, 2008 Memberships: Deutsche Telekom AG 1 Robert Bosch GmbH 1 Carl Zeiss Group: Carl Zeiss Industrielle Messtechnik GmbH (Chair) 1 Carl Zeiss Meditec AG (Chair) 1 Carl Zeiss SMT GmbH (Chair) 1 Carl Zeiss Co. Ltd. (Chair), South Korea 2 Carl Zeiss (Shanghai) Co. Ltd. (Chair), China 2 Carl Zeiss Far East Co. Ltd. (Chair), China / Hong Kong 2 Carl Zeiss India (Bangalore) Private Ltd., India 2 Carl Zeiss Pte. Ltd. (Chair), Singapore 2 Angelika Keller * (until April 9, 2018) Member of the General Works Council of Henkel AG & Co. KGaA and Chairwoman of the Works Council of Henkel AG & Co. KGaA, Munich site Born in 1965 Member from: January 1, 2017 Barbara Kux Private Investor, Zurich Born in 1954 Member since: July 3, 2013 Memberships: Engie S.A., France 2 Firmenich S.A. (Vice Chair), Switzerland 2 Pargesa Holding S.A., Switzerland 2 Andrea Pichottka * Managing Director, IG BCE Bonusagentur GmbH, Hannover Managing Director, IG BCE Bonusassekuranz GmbH, Hannover Born in 1959 Member since: October 26, 2004 Philipp Scholz (since April 9, 2018) Adjunct Professor at Humboldt University Berlin, Berlin Prof. Dr. oec. publ. Theo Siegert Managing Partner of de Haen-Carstanjen & Söhne, Düsseldorf Born in 1947 Member since: April 20, 2009 Memberships: Merck KGaA 1 E. Merck OHG 2 Dirk Thiede * (since April 9, 2018) Member of the Works Council of Henkel AG & Co. KGaA, Düsseldorf site Born in 1969 Member since: April 9, 2018 Edgar Topsch * Member of the General Works Council of Henkel AG & Co. KGaA and Vice Chairman of the Works Council of Henkel AG & Co. KGaA, Düsseldorf site Born in 1967 Member since: April 9, 2018 Born in 1960 Member since: August 1, 2010 Dr. rer. nat. Martina Seiler * Chemist, Duisburg Member of the Senior Staff Representative Committee of Henkel AG & Co. KGaA Born in 1971 Member since: January 1, 2012 Michael Vassiliadis * (since April 9, 2018) Chairman of IG BCE, Hannover Born in 1964 Member since: April 9, 2018 Memberships: BASF SE RAG AG (Vice Chair) STEAG GmbH Vivawest GmbH * Employee representatives. 1 Membership of statutory supervisory and administrative boards in Germany. 2 Membership of comparable oversight bodies. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information 237 Subcommittees of the Shareholders’ Committee Finance Subcommittee Functions The Finance Subcommittee deals principally with financial matters, accounting issues including the statutory year-end audit, taxa- tion and accounting policy, internal auditing, and risk management in the corporation. Members Dr. Christoph Henkel, Chair Stefan Hamelmann, Vice Chair Prof. Dr. Paul Achleitner Prof. Dr. Ulrich Lehner Dr. Dr. Norbert Reithofer Human Resources Subcommittee Functions The Human Resources Subcommittee deals principally with personnel matters relating to members of the Management Board, issues pertaining to human resources strategy, and with remuneration. Members Dr. Simone Bagel-Trah, Chair Konstantin von Unger, Vice Chair Johann-Christoph Frey (since April 9, 2018) Jean-François van Boxmeer Werner Wenning Jean-François van Boxmeer Chairman of the Executive Board of Heineken N.V., Amsterdam Born in 1961 Member since: April 15, 2013 Membership: Mondelez International Inc., USA 2 Werner Wenning Chairman of the Supervisory Board of Bayer AG, Leverkusen Born in 1946 Member since: April 14, 2008 Memberships: Bayer AG (Chair) 1 Henkel Management AG 1 Siemens AG 1 Shareholders’ Committee of Henkel AG & Co. KGaA Dr. rer. nat. Simone Bagel-Trah Chair, Private Investor, Düsseldorf Born in 1969 Member since: April 18, 2005 Memberships: Henkel AG & Co. KGaA (Chair) 1 Henkel Management AG (Chair) 1 Bayer AG 1 Heraeus Holding GmbH 1 Dr. rer. pol. h.c. Christoph Henkel Vice Chair, Founding Partner, Canyon Equity LLC, London Born in 1958 Member since: May 27, 1991 Prof. Dr. oec. HSG Paul Achleitner Chairman of the Supervisory Board, Deutsche Bank AG, Munich Born in 1956 Member since: April 30, 2001 Memberships: Bayer AG 1 Daimler AG 1 Deutsche Bank AG (Chair) 1 Johann-Christoph Frey (since April 9, 2018) Private Investor, Klosters Born in 1955 Member since: April 9, 2018 Membership: Antai Venture Builder S.L., Spain Stefan Hamelmann Private Investor, Düsseldorf Born in 1963 Member since: May 3, 1999 Prof. Dr. rer. pol. Ulrich Lehner Former Chairman of the Management Board of Henkel KGaA, Düsseldorf Born in 1946 Member since: April 14, 2008 Memberships: Deutsche Telekom AG (Chair) 1 Porsche Automobil Holding SE 1 Dr.-Ing. Dr.-Ing. E.h. Norbert Reithofer Chairman of the Supervisory Board of Bayerische Motoren Werke Aktien- gesellschaft, Munich Born in 1956 Member since: April 11, 2011 Memberships: Bayerische Motoren Werke Aktiengesellschaft (Chair) 1 Siemens AG 1 Konstantin von Unger Managing Director, CKA Capital Limited, London Born in 1966 Member since: April 14, 2003 Membership: Henkel Management AG 1 1 Membership of statutory supervisory and administrative boards in Germany. 2 Membership of comparable oversight bodies. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther information238 Management Board of Henkel Management AG * Supervisory Board of Henkel Management AG * Hans Van Bylen Chairman of the Management Board Born in 1961 Member since: July 1, 2005 3 Jan-Dirk Auris Adhesive Technologies Born in 1968 Member since: January 1, 2011 Carsten Knobel Finance / Purchasing / Integrated Business Solutions Born in 1969 Member since: July 1, 2012 Memberships: Deutsche Lufthansa AG 1 Henkel Central Eastern Europe GmbH (Chair), Austria 2 Henkel (China) Investment Co. Ltd., China 2 Henkel & Cie AG (Vice Chair), Switzerland 2 Henkel Ltd., Great Britain 2 Henkel of America Inc. (Chair), USA 2 Kathrin Menges Human Resources / Infrastructure Services Born in 1964 Member since: October 1, 2011 Memberships: Adidas AG 1 Henkel Central Eastern Europe GmbH, Austria 2 Henkel Finland Oy, Finland 2 Henkel Nederland BV, Netherlands 2 Henkel Norden AB, Sweden 2 Bruno Piacenza Laundry & Home Care Born in 1965 Member since: January 1, 2011 Jens-Martin Schwärzler Beauty Care Born in 1963 Member since: November 1, 2017 Dr. rer. nat. Simone Bagel-Trah Chair, Private Investor, Düsseldorf Born in 1969 Member since: February 15, 2008 Memberships: Henkel AG & Co. KGaA (Chair) 1 Henkel AG & Co. KGaA (Shareholders’ Committee, Chair) 2 Bayer AG 1 Heraeus Holding GmbH 1 Konstantin von Unger Vice Chair, Managing Director, CKA Capital Limited, London Born in 1966 Member since: April 17, 2012 Membership: Henkel AG & Co. KGaA (Shareholders’ Committee) 2 Werner Wenning Chairman of the Supervisory Board of Bayer AG, Leverkusen Born in 1946 Member since: September 16, 2013 Memberships: Bayer AG (Chair) 1 Siemens AG 1 Henkel AG & Co. KGaA (Shareholders’ Committee) 2 * Personally Liable Partner of Henkel AG & Co. KGaA. 1 Membership of statutory supervisory and administrative boards in Germany. 2 Membership of comparable oversight bodies. 3 Including membership of the Management Board of Henkel KGaA. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsConsolidated statement of financial positionConsolidated statement of incomeConsolidated statement of comprehensive incomeConsolidated statement of changes in equityConsolidated statement of cash flows Notes to the consolidated financial statementsSubsequent eventsIndependent Auditor’s ReportRecommendation for the approval of the annual financial statements and the appropriation of the profit of Henkel AG & Co. KGaAResponsibility statement by the Personally Liable PartnerCorporate bodies of Henkel AG & Co. KGaAFurther informationQuarterly breakdown of key financials 239239 177 1st quarter 2nd quarter 3rd quarter 4th quarter Full year 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 in million euros Sales Adhesive Technologies Beauty Care Laundry & Home Care Corporate Henkel Group Cost of sales Gross profit Marketing, selling and distribution expenses Research and development expenses Administrative expenses Other operating expenses and income EBIT Adhesive Technologies Beauty Care Laundry & Home Care Corporate Henkel Group Interest result Other financial result Investment result Financial result Income before tax Taxes on income Net income Attributable to non-controlling interests Attributable to shareholders of Henkel AG & Co. KGaA 2,295 1,011 1,726 32 5,064 – 2,649 2,415 – 1,237 – 121 – 258 24 431 149 274 – 30 823 – 4 – 13 1 – – 17 1 806 1 – 199 1 607 10 597 2,270 965 1,569 32 4,835 – 2,588 2,247 – 1,184 – 116 – 238 30 389 152 219 – 21 739 – 14 – – 1 – 15 724 – 176 548 5 543 2,370 997 1,703 29 5,098 – 2,678 2,420 – 1,242 – 119 – 248 28 446 155 265 – 27 839 – 7 – 3 1 – – 10 1 829 1 – 198 1 631 7 624 2,432 1,035 1,644 32 5,143 – 2,738 2,405 – 1,192 – 137 – 271 9 438 151 246 – 22 814 – 20 8 3 – 9 805 – 203 602 4 598 Earnings per preferred share in euros 1.38 1.25 1.44 1.38 TABLE CONT’D 2,373 941 1,636 31 4,981 – 2,674 2,307 – 1,154 – 114 – 251 – 38 427 121 227 – 26 750 – 13 – 10 1 – 1 – 24 1 726 1 – 162 1 564 – 564 1.30 2,373 993 1,641 30 5,037 – 2,698 2,339 – 1,142 – 116 – 244 – 4 444 158 248 – 17 833 – 14 – 1 – 1 – 16 817 – 198 619 5 614 1.42 2,348 920 1,586 32 4,886 – 2,679 2,207 – 1,243 – 122 – 223 24 353 110 223 – 42 643 – 13 – 1 – 3 – 16 1 627 1 112 1 739 5 734 1.69 2,328 957 1,565 34 4,884 – 2,719 2,165 – 1,120 – 115 – 238 38 398 128 257 – 52 730 – 13 – 12 – – 25 705 – 144 561 5 556 9,387 3,868 6,651 123 9,403 3,950 6,419 128 20,029 19,899 – 10,680 – 10,743 9,349 – 4,876 – 476 – 980 38 1,657 535 989 – 126 3,055 – 37 – 26 1 – 4 – 67 1 2,988 1 – 447 1 2,541 22 9,156 – 4,638 – 484 – 991 73 1,669 589 970 – 112 3,116 – 61 – 5 1 – 65 3,051 – 721 2,330 19 2,519 2,311 1.28 5.81 5.33 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar 240240 in million euros EBIT (as reported) One-time gains One-time charges Restructuring expenses Adjusted EBIT Adjusted earnings per preferred share 1st quarter 2nd quarter 3rd quarter 4th quarter Full year 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 823 – 19 39 11 854 739 – 11 30 84 842 839 – 2 36 36 909 814 – 32 80 926 750 – 56 91 897 833 – 46 47 926 643 – 51 107 801 730 – 21 51 802 3,055 3,116 – 21 182 245 – 11 129 262 3,461 3,496 in euros 1.41 1.43 1.55 1.58 1.54 1.58 1.35 1.42 5.85 6.01 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). The quarterly figures are specific to the quarter to which they refer and have been rounded for commercial convenience. Calculated on the basis of units of 1,000 euros. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar 241241 178 2018 2012 2013 2014 2015 2016 2017 16,510 16,355 16,428 18,089 18,714 20,029 19,899 8,256 3,542 4,556 155 8,117 3,510 4,580 148 8,127 3,547 4,626 128 8,992 3,833 5,137 128 8,961 3,838 5,795 121 9,387 3,868 6,651 123 9,403 3,950 6,419 128 46.8 47.7 47.0 48.2 47.9 46.7 46.0 408 2,199 1,191 483 621 – 97 2,018 24.4 1,526 415 2,285 1,271 474 682 – 141 2,172 25.2 1,625 413 2,244 1,345 421 615 – 137 2,195 24.3 1,662 478 2,645 1,462 561 786 – 164 2,645 24.4 1,968 1,480 1,589 1,628 1,921 9.2 14.3 19,525 11,927 7,598 9,511 10,014 48.7 17.6 9.9 23.9 19,344 11,360 7,984 10,158 9,186 52.5 17.1 >500 not relevant 4 10.1 48.4 20,961 14,150 6,811 11,644 9,317 55.6 16.4 274.8 10.9 75.7 22,323 15,406 6,917 13,811 8,512 61.9 16.9 375.2 in % in % in % in % in % 463 2,775 1,561 526 803 – 115 2,742 23.7 2,093 2,053 11.2 107.9 27,951 19,738 8,213 15,185 12,766 54.3 15.2 80.8 476 3,055 1,657 535 989 – 126 2,988 1 15.0 1 2,541 2,519 12.7 59.2 1 28,339 1 19,864 1 8,475 1 15,647 1 12,692 1 55.2 1 16.7 1 80.9 1 484 3,116 1,669 589 970 – 112 3,051 23.6 2,330 2,311 11.7 56.0 29,623 20,941 8,682 17,093 12,530 57.7 14.9 78.9 Multi-year summary in million euros Results of operations Sales Adhesive Technologies Beauty Care Laundry & Home Care Corporate Gross margin Research and development expenses Operating profit (EBIT) Adhesive Technologies Beauty Care Laundry & Home Care Corporate Income before tax Tax rate Net income Attributable to shareholders of Henkel AG & Co. KGaA Net return on sales 2 Interest coverage ratio Net assets Total assets Non-current assets Current assets Equity Liabilities Equity ratio Return on equity 3 Operating debt coverage ratio TABLE CONT’D Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar 242242 2012 2013 2014 2015 2016 2017 2018 2,634 516 2,116 465 as % of sales 3.1 2.8 1.20 1.22 0.93 0.95 1,914 2,214 13.5 1.29 1.31 411 529 569 25.6 51.93 62.20 24.6 30.0 75.64 84.31 34.7 30.0 80.44 89.42 36.8 in euros in euros in % in euros in euros 2,384 979 5.4 2,850 4,430 23.7 2,468 2,511 1 12.5 1 2,698 1,281 6.4 1.45 1.47 639 30.2 88.62 103.20 41.4 1.60 1.62 704 30.3 98.98 113.25 45.9 1.77 1.79 779 30.7 100.00 110.35 45.6 1.83 5 1.85 5 805 5 30.9 5 85.75 95.40 39.3 in million euros Financial position Cash flow from operating activities Capital expenditures Investment ratio Shares Dividend per ordinary share Dividend per preferred share Total dividends Payout ratio Share price, ordinary shares, at year-end Share price, preferred shares, at year-end Market capitalization at year-end in bn euros Employees Total 6 Germany Abroad (at December 31) 46,600 8,000 38,600 46,850 8,050 38,800 49,750 8,200 41,550 49,450 8,350 41,100 51,350 8,250 43,100 53,700 8,300 45,400 53,000 8,500 44,500 1 Prior-year figures amended (please refer to the notes on pages 140 and 141). 2 Net income divided by sales. 3 Net income divided by equity at the start of the year. 4 Figure not relevant due to the positive balance of net financial position and pension obligations. 5 Proposal to shareholders for the Annual General Meeting on April 8, 2019. 6 Basis: permanent employees excluding apprentices. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar Index of tables and graphs The Company Fiscal 2018 at a glance 1 Key financials 2 Sales by business unit 2018 3 Sales by region 2018 4 Key financials Adhesive Technologies 5 Sales Adhesive Technologies 6 Key financials Beauty Care 7 Sales Beauty Care 8 Key financials Laundry & Home Care 9 Sales Laundry & Home Care Shares and bonds 10 Key data on Henkel shares 2014 to 2018 11 Performance of Henkel shares versus market January through December 2018 12 Performance of Henkel shares versus market 2009 through 2018 13 Share data 14 ADR data 15 Shareholder structure: Institutional investors holding Henkel shares 16 Bond data 17 Analyst recommendations Corporate governance Cost of capital 2 2 2 3 3 4 4 5 5 19 20 21 22 22 23 24 25 18 Structure of Henkel AG & Co. KGaA 19 Remuneration structure 20 Caps on remuneration 21 Functional factors 22 Calculation of STI and LTI 23 Caps on remuneration 24 Remuneration of Management Board members who served in 2018 25 Remuneration structure of Management Board members who served in 2018 26 Service cost / Present value of pension benefits 27 Pursuant to DCGK, payments / benefits granted for the reporting year to members of the Management Board serving in 2018 28 Pursuant to DCGK, payments / benefits paid for the reporting year to members of the Management Board serving in 2018 29 Supervisory Board remuneration 30 Shareholders’ Committee remuneration 28 45 47 51 51 52 54 54 55 56 57 59 61 Combined management report Fundamental principles of the Group Operational activities 31 Henkel around the world: Regional Centers 64 Henkel 2020+: Our ambition and strategic priorities 32 Acquisitions in fiscal 2018 66 33 WACC before tax by business unit 34 WACC after tax by business unit Economic report Macroeconomic development 35 Average rates of exchange versus the euro Results of operations of the Group 36 Sales development 37 Sales 38 Price and volume effects 39 Key financials by region 40 Adjusted operating profit (EBIT) 41 Reconciliation from sales to adjusted operating profit 42 Adjusted earnings per preferred share 43 Preferred share dividend 44 Guidance versus performance 2018 Adhesive Technologies 45 Key financials 46 Sales development 47 Sales Adhesive Technologies Beauty Care 48 Key financials 49 Sales development 50 Sales Beauty Care 243243 69 69 71 72 72 72 73 74 75 76 76 77 78 78 79 80 80 81 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendarLaundry & Home Care 51 Key financials 52 Sales development 53 Sales Laundry & Home Care Net assets and financial position 54 Capital expenditures 2018 55 Capital expenditures by business unit 56 Financial structure 57 Net financial position 2014 to 2018 58 Net financial position 59 Credit ratings 60 Key financial ratios Employees 61 Payroll cost and average headcount 62 Employees by organizational unit 63 Women in management 64 Employees by activity 65 Employees by age group 66 Employees Procurement 67 Material expenditures by business unit 68 Material expenditures by type Production 69 Number of production sites Research and development 70 R&D expenditures 71 R&D expenditures by business unit 72 Key R&D figures 73 Selected research and development sites Henkel AG & Co. KGaA (condensed version according to the German Commercial Code [HGB]) Results of operations 74 Condensed income statement in accordance with the German Commercial Code [HGB] Result for the year 75 Condensed balance sheet in accordance with the German Commercial Code [HGB] Risks and opportunities report Risk management system 76 Major risk categories 77 Classification of risks in ascending order Consolidated financial statements 78 Consolidated statement of financial position – Assets 79 Consolidated statement of financial position – Equity and liabilities 80 Consolidated statement of income 81 Consolidated statement of comprehensive income 82 Consolidated statement of changes in equity 83 Consolidated statement of cash flows 84 Additional voluntary information: Reconciliation to free cash flow 85 Group segment report by business unit 86 Key financials by region 104 105 110 110 123 124 125 126 127 128 129 130 132 Accounting principles and methods applied in preparation of the consolidated financial statements Scope of consolidation 87 Scope of consolidation 134 82 82 83 85 85 86 86 87 88 88 89 89 89 90 91 91 92 93 94 96 96 96 98 244244 135 135 137 Acquisitions and divestments 88 Acquisitions 89 Reconciliation of the purchase price to provisional goodwill Currency translation 90 Currencies Recognition and measurement methods 91 Summary of selected measurement methods 138 Amendment of prior-year figures 92 Amendment of prior-year figures 141 New international accounting regulations according to International Financial Reporting Standards (IFRSs) 93 Accounting regulations applied for the first time in the year under review 94 Accounting regulations not applied in advance of their effective date 95 Accounting regulations not yet adopted into EU law Notes to the consolidated statement of financial position Non-current assets 96 Useful life Intangible assets 97 Cost 98 Accumulated amortization / impairment 99 Net book values 100 Book values – Goodwill 101 Book values – Trademarks and other rights 142 145 147 148 148 149 150 151 152 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar119 Development of asset ceiling at December 31, 2018 167 138 Reconciliation of net results to financial result 120 Development of the net obligation 139 Derivative financial instruments Property, plant and equipment 102 Cost 103 Accumulated depreciation / impairment 104 Net book values Other financial assets 105 Analysis Other assets 106 Analysis Inventories 107 Analysis of inventories Trade accounts receivable 108 Trade accounts receivable 109 Development of valuation allowances on trade accounts receivable Assets and liabilities held for sale 153 154 154 155 156 157 158 158 at December 31, 2018 121 Analysis of reimbursement rights 122 Analysis of plan assets 123 Plan assets by country 2018 124 Classification of bonds by rating 2018 Risks associated with pension obligations 125 Future payments for pension benefits 126 Sensitivities – Present value of pension obligations at December 31, 2017 127 Sensitivities – Present value of pension obligations at December 31, 2018 Income tax provisions and other provisions 128 Development in 2018 129 Analysis of sundry provisions by function 110 Assets and liabilities held for sale 159 Borrowings Issued capital 111 Issued capital Provisions for pensions and similar obligations 112 Actuarial assumptions 113 Development of defined benefit obligations at December 31, 2017 130 Borrowings 131 Bonds Other financial liabilities 132 Analysis Other liabilities 133 Analysis 159 163 164 114 Development of plan assets at December 31, 2017 164 115 Development of asset ceiling at December 31, 2017 116 Development of the net obligation at December 31, 2017 117 Development of defined benefit obligations at December 31, 2018 Financial instruments report 165 165 166 134 Reconciliation of valuation categories and carrying amounts from IAS 39 to IFRS 9 135 Development of level 3 assets and liabilities 136 Net results by measurement category and reconciliation to financial result 2017 118 Development of plan assets at December 31, 2018 166 137 Net results by measurement category and reconciliation to financial result 2018 167 168 169 169 169 172 172 172 173 174 175 176 177 178 182 184 186 187 140 Interest rates in percent p.a. 141 Cash flow hedges (after income taxes) 142 Currency derivatives in cash flow hedge accounting 143 Hedges of a net investment in a foreign entity (after income taxes) 144 Maximum risk position 145 Valuation allowances on trade accounts receivable by risk category 146 Financial assets and financial liabilities from derivatives subject to netting, collateral, or similar arrangements 147 Cash flows from financial liabilities 2017 148 Cash flows from financial liabilities 2018 149 Currency risk exposure 150 Interest rate risk exposure 151 Interest rate risk Notes to the consolidated statement of income 152 Other operating income 153 Other operating expenses Financial result 154 Financial result 155 Interest result 156 Other financial result Taxes on income 157 Income before tax and analysis of taxes 158 Main components of tax expense and income 159 Deferred tax expense by items on the statement of financial position 245245 187 188 189 190 190 192 193 194 196 197 197 199 201 201 205 205 206 206 206 206 207 207 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar160 Tax reconciliation statement 161 Allocation of deferred taxes 207 208 Further information 177 Quarterly breakdown of key financials 162 Expiry dates of unused tax losses and tax credits 209 178 Multi-year summary 239 241 246246 Other disclosures 163 Reconciliation of adjusted net income 210 Payroll cost and employee structure 164 Payroll cost 165 Number of employees per function Share-based payment plans 166 Global LTI Plan 2020+ Group segment report 211 211 212 167 Reconciliation between net operating assets / capital employed and financial statement figures 216 168 Earnings per share Consolidated statement of cash flows 169 Reconciliation of assets and liabilities reflected in cash flow from financing activities 2017 170 Reconciliation of assets and liabilities reflected in cash flow from financing activities 2018 Contingent Liabilities 171 Analysis 217 219 220 221 Lease and other unrecognized financial commitments 172 Operating lease commitments 173 Finance lease commitments 2017 174 Finance lease commitments 2018 Remuneration of the corporate bodies 175 Remuneration of the corporate bodies Auditor’s fees and services 176 Type of fee 221 221 221 223 224 Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar247247 Glossary Adjusted EBIT Earnings Before Interest and Taxes (EBIT) adjusted for exceptional items in the form of one-time charges, one-time gains and restructuring expenses. Credit facility Aggregate of all loan services available on call from one or several banks as cover for an immediate credit requirement. EBITDA Abbreviation for Earnings Before Interest, Taxes, Depreciation and Amortization. Capital employed Capital invested in company assets and operations. Equity + interest-bearing liabilities. Compliance Acting in conformity with applicable regulations; ad herence to laws, rules, regulations and in-house or corporate codes of conduct. Compound annual growth rate Year-over-year rate of growth, e.g. of an investment. Corporate governance System of management and control, primarily within listed companies. Describes the powers and authority of corporate management, the extent to which these need to be monitored and the extent to which struc- tures should be put in place through which certain interest /stakeholder groups may exert influence on the corporate management. Corporate Governance Code The German Corporate Governance Code (abbreviation: DCGK) is intended to render the rules governing corpo- rate management and control for a stock corporation in Germany transparent for national and international investors, engendering trust and confidence in the corporate management of German companies. Credit default swap Instrument used by Henkel to evaluate the credit risks of banks. Declaration of conformity Declaration made by the management / executive board and supervisory board of a company according to Section 161 German Stock Corporation Act [AktG], confirming implementation of the recommendations of the Governmental Commission for the German Corporate Governance Code. Defined contribution plans Post-employment benefit plans under which an entity pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay further contributions if the fund does not hold suffi- cient assets to pay all employee benefits relating to employee service in current and prior periods. Derivative Financial instrument, the value of which changes in res ponse to changes in an underlying asset or an index, which will be settled at a future date and which initially requires only a small or no investment. Earnings per share (EPS) Metric indicating the income of a joint stock corporation divided between the weighted average number of its shares outstanding. The calculation is performed in accordance with International Accounting Standard (IAS) 33. EBIT Abbreviation for Earnings Before Interest and Taxes. Standard profit metric that enables the earning power of the operating business activities of a company to be assessed independently of its financial structure, facilitating comparability between entities where these are financed by varying levels of debt capital. Economic Value Added (EVA®) The EVA concept reflects the net wealth generated by a company over a certain period. A company achieves positive EVA when the operating result exceeds the weighted average cost of capital. The WACC corre- sponds to the yield on capital employed expected by the capital market. EVA is a registered trademark of Stern Stewart & Co. Equity ratio Financial metric indicating the ratio of equity to total capital. It expresses the share of total assets financed out of equity (owners’ capital) rather than debt capital (provided by lenders). Serves to assess the financial stability and independence of a company. Free cash flow Cash flow actually available for acquisitions, dividend payments, the reduction of borrowings, and contribu- tions to pension funds. Gross margin Indicates the percentage by which a company’s sales exceed cost of sales, i.e. the ratio of gross profit to sales. Gross profit Difference between sales and cost of sales. Hedge accounting Method for accounting for hedging transactions where by the compensatory effect of changes in the fair value of the hedging instrument (derivative) and of the underly- ing asset or liability is recognized in either the state- ment of income or the statement of comprehensive income. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar248248 KGaA Abbreviation for “Kommanditgesellschaft auf Aktien.” A KGaA is a company with a legal identity (legal entity) in which at least one partner has unlimited liability with respect to the company’s creditors (personally lia- ble partner), while the liability for such debts of the other partners participating in the share-based capital stock is limited to their share capital (limited share- holders). Long-term incentive (LTI) Bonus aligned to long-term financial performance. Payout ratio Indicates what percentage of annual net income (ad- justed for exceptional items) is paid out in dividends to shareholders, including non-controlling interests. Return-enhancing portfolio Contains investments in equities and alternative invest- ments, and serves to improve the overall return of the pension plan assets over the long term in order to raise the coverage ratio of pension funds. In addition, a broader investment horizon increases the level of investment diversification. Net financial position The net financial position is defined as cash and cash equivalents plus readily monetizable non-derivative financial instruments less borrowings, plus positive and minus negative fair values of hedging transactions. Net working capital Inventories plus payments on account, receivables from suppliers and trade accounts receivable, less trade accounts payable, liabilities to customers, and current sales provisions. Non-controlling interests Proportion of equity attributable to third parties in sub- sidiaries included within the scope of consolidation. Previously termed “minority interests.” Valued on a proportional net asset basis. A pro-rata portion of the net income of a corporation is due to shareholders owning non-controlling interests. Organic sales growth Growth in revenues after adjusting for effects arising from acquisitions, divestments and foreign exchange differences – i.e. “top line” growth generated from within. Return on capital employed (ROCE) Profitability metric reflecting the ratio of earnings before interest and taxes (EBIT) to capital employed. Return on sales (EBIT) Operating business metric derived from the ratio of EBIT to revenues. Also known as EBIT margin. Swap Term given to the exchange of capital amounts in dif- fering currencies (currency swap) or of different inter- est obligations (interest swap) between two entities. Value-at-risk Method, based on fair value, used to calculate the max- imum likely or potential future loss arising from a port- folio. Weighted average cost of capital (WACC) Average return on capital, expressed as a percentage and calculated on the basis of a weighted average of the cost of debt and equity. WACC represents the mini- mum return expected of a company by its lenders for financing its assets. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendar249249 Credits Published by Henkel AG & Co. KGaA 40191 Düsseldorf, Germany Phone: +49 (0) 211 - 797-0 © 2019 Henkel AG & Co. KGaA Edited by Corporate Communications, Investor Relations, Corporate Accounting and Subsidiary Controlling Coordination Martina Flögel, Lars Korinth, Rabea Laakmann English translation SDL, London Design and typesetting MPM Corporate Communication Solutions, Mainz, Düsseldorf Photographs Nils Hendrik Müller; Henkel Pre-print proofing Paul Knighton, Cambridge; Thomas Krause, Krefeld Date of publication of this Report February 21, 2019 PR No.: 02 19 0 Except as otherwise noted, all marks used in this publication are trademarks and / or registered trademarks of the Henkel Group in Germany and elsewhere. This document contains forward-looking statements which are based on the current estimates and assumptions made by the corporate management of Henkel AG & Co. KGaA. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate, forecast and similar formulations. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Henkel AG & Co. KGaA and its affiliated companies depend on a number of risks and uncer- tainties and may therefore differ materially from forward-looking statements. Many of these factors are outside Henkel’s control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. Henkel neither plans nor undertakes to update forward-looking statements. This document has been issued for information purposes only and is not intended to constitute an invest- ment advice or an offer to sell securities, or a solicitation of an offer to buy securities. Henkel Annual Report 2018The CompanyShares and bondsCorporate governanceCombined management reportConsolidated financial statementsFurther informationQuarterly breakdown of key financials Multi-year summaryIndex of tables and graphsGlossary CreditsContactsFinancial calendarContacts Corporate Communications Phone: +49 (0) 211 - 797-3533 E-mail: corporate.communications@henkel.com Investor Relations Phone: +49 (0) 211 - 797-3937 E-mail: investor.relations@henkel.com The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Quarterly breakdown of key financials Multi-year summary Index of tables and graphs Glossary Credits Contacts Financial calendar 250250 Up-to-date facts and figures on Henkel also available on the internet: www.henkel.com Our financial publications on the internet: www.henkel.com/reports Our sustainability publications on the internet: www.henkel.com/sustainability/reports Henkel app available for iOS and Android: Henkel in social media: www.facebook.com/henkel www.twitter.com/henkel www.linkedin.com/company/henkel_2 www.instagram.com/henkel www.youtube.com/henkel Henkel Annual Report 2018251251 The Company Shares and bonds Corporate governance Combined management report Consolidated financial statements Further information Quarterly breakdown of key financials Multi-year summary Index of tables and graphs Glossary Credits Contacts Financial calendar Financial calendar Annual General Meeting Henkel AG & Co. KGaA 2019: Monday, April 8, 2019 Publication of Statement for the First Quarter 2019: Tuesday, May 7, 2019 Publication of Report for the Second Quarter 2019 / Half Year 2019: Tuesday, August 13, 2019 Publication of Statement for the Third Quarter 2019 / Nine Months 2019: Thursday, November 14, 2019 Publication of Report for Fiscal 2019: Thursday, March 5, 2020 Annual General Meeting Henkel AG & Co. KGaA 2020: Monday, April 20, 2020 Henkel Annual Report 2018

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