Number of shares | 12/31/2017 | 12/31/2016 |
---|---|---|
Ordinary shares | 83,760 | 83,760 |
Total shares | 83,760 | 83,760 |
Compared with the previous year, the subscribed capital of Bertelsmann SE & Co. KGaA remained unchanged at €1,000 million and comprises 83,760 registered shares (ordinary shares). As of December 31, 2017, foundations (Bertelsmann Stiftung, Reinhard Mohn Stiftung and BVG-Stiftung) held 80.9 percent of Bertelsmann SE & Co. KGaA shares, with the other 19.1 percent held indirectly by the Mohn family. Bertelsmann Verwaltungsgesellschaft mbH (BVG) controls the voting rights at the General Meeting of Bertelsmann SE & Co. KGaA and personally liable partner Bertelsmann Management SE.
In the financial years 2017 and 2016, a dividend amounting to €180 million (a dividend of €2,149 per ordinary share in each year) was distributed to the shareholders.
The change in other comprehensive income after taxes is derived as follows:
in € millions | 2017 | ||||
---|---|---|---|---|---|
Before-tax amount | Taxes | Net-of-tax amount | Attributable to Bertelsmann shareholders | Attributable to non- controlling interests | |
Items that will not be reclassified subsequently to profit or loss | |||||
Remeasurement component of defined benefit plans | 235 | (59) | 176 | 170 | 6 |
Share of other comprehensive income of investments accounted for using the equity method | – | – | – | – | – |
Items that will be reclassified subsequently to profit or loss when specific conditions are met | |||||
Currency translation differences | (432) | – | (432) | (361) | (71) |
Available-for-sale financial assets | (16) | (2) | (18) | (16) | (2) |
Cash flow hedges | (103) | 23 | (80) | (60) | (20) |
Share of other comprehensive income of investments accounted for using the equity method | (8) | – | (8) | (7) | (1) |
Other comprehensive income net of tax | (324) | (38) | (362) | (274) | (88) |
in € millions | 2016 | ||||
---|---|---|---|---|---|
Before-tax amount | Taxes | Net-of-tax amount | Attributable to Bertelsmann shareholders | Attributable to non- controlling interests | |
Items that will not be reclassified subsequently to profit or loss | |||||
Remeasurement component of defined benefit plans | (347) | 105 | (242) | (230) | (12) |
Share of other comprehensive income of investments accounted for using the equity method | – | – | – | – | – |
Items that will be reclassified subsequently to profit or loss when specific conditions are met | |||||
Currency translation differences | 28 | – | 28 | 17 | 11 |
Available-for-sale financial assets | 75 | (2) | 73 | 72 | 1 |
Cash flow hedges | 6 | (2) | 4 | 3 | 1 |
Share of other comprehensive income of investments accounted for using the equity method | 11 | – | 11 | 6 | 5 |
Other comprehensive income net of tax | (227) | 101 | (126) | (132) | 6 |
The item “Available-for-sale financial assets” comprises primarily the effects from the valuation of investments measured at fair value in the Bertelsmann Investments division. Further details are presented in note 13 “Other Financial Assets”.
The Bertelsmann Group has granted cash-settled or equitysettled share-based payment awards. There are various stock option plans at Groupe M6, which belongs to RTL Group. Métropole Télévision has established a stock option plan open to directors and certain employees within Groupe M6. The number of options granted to participants is approved by the Supervisory Board of Métropole Télévision SA in accordance with the authorization given by the General Meeting of Shareholders.
The terms and conditions of the grants are as follows, whereby all options are settled by the physical delivery of shares:
Free share plans | Maximum number of free shares granted (in thousands)1) | Remaining options (in thousands) | Vesting conditions | |
May 2015 | 32.50 | 0.00 | 2 years of service | |
July 2015 | 480.40 | 0.00 | 2 years of service + performance conditions | |
July 2016 | 440.60 | 424.90 | 2 years of service + performance conditions | |
July 2016 | 361.00 | 361.00 | 2 years of service + performance conditions | |
July 2017 | 307.20 | 307.20 | 2 years of service + performance conditions | |
July 2017 | 217.66 | 217.66 | 3 years of service + performance conditions | |
October 2017 | 8.92 | 8.92 | 3 years of service + performance conditions | |
Total | 1,848.28 | 1,319.68 | ||
1) Maximum number of free shares granted if the performance conditions are significantly exceeded. Such number could be reduced to zero if objectives are not met. |
The free share plans are subject to performance conditions. The plans granted in July 2015, July 2016 and July 2017 are subject to Groupe M6 achieving its target growth in net consolidated result over the financial years 2015, 2016 and 2017, respectively. The second plan in July 2016 and the plans in July 2017 and October 2017 are subject to a cumulative performance requirement over three years. The plan granted in May 2015 is only subject to presence in Groupe M6.
At the end of the year, 1,319,684 free shares are exercisable against 1,284,000 at the beginning of the year. During the year, 533,784 free shares were granted, with 475,500 being exercised and 22,600 being forfeited.
Share options outstanding at the end of the year have the following terms:
Expiry date | Number of shares (in thousands) 2017 | Number of shares (in thousands) 2016 |
---|---|---|
Free share plans | ||
2017 | – | 486 |
2018 | 786 | 798 |
2019 | 534 | – |
1,320 | 1,284 |
As of December 31, 2017, the market price of Groupe M6 shares on the Paris Stock Exchange was €21.54 (December 31, 2016: €17.67).
The fair value of services received in return for share options granted is measured by reference to the fair value of stock options granted. The estimate of fair value of the services received is measured based on a binomial model. Free shares are valued at the share price at the date they are granted less discounted dividends, which employees are not entitled to receive during the vesting period.
Personnel costs in € millions | ||||||
---|---|---|---|---|---|---|
Grant date | Share price | Risk-free interest rate | Expected return | Option life | 2017 | 2016 |
Free share plans | ||||||
4/14/2014 | 16.05 € | 0.53% | 5.60% | 2 Jahre | – | 0.3 |
10/13/2014 | 12.03 € | 0.23% | 7.60% | 2 Jahre | – | 1.5 |
5/11/2015 | 18.62 € | 0.16% | 4.80% | 2 Jahre | 0.1 | 0.2 |
7/28/2015 | 18.38 € | 0.22% | 4.90% | 2 Jahre | 1.9 | 3.0 |
7/28/2016 | 16.24 € | -0.10% | 5.50% | 2 Jahre | 5.2 | 2.2 |
7/27/2017 | 20.59 € | -0.17% | 4.31% | 2 Jahre | 1.7 | – |
10/2/2017 | 20.59 € | -0.17% | 4.31% | 2 Jahre | – | – |
Total | 8.9 | 7.2 |
There are additional share-based payments within the Bertelsmann Group that are immaterial on a stand-alone basis.