Equity
Subscribed Capital
Subscribed Capital
| Number of shares | 12/31/2016 | 12/31/2015 |
|---|---|---|
| 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, 2016, 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 2016 and 2015, 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:
Changes to Components of Other Comprehensive Income After Taxes
| 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 |
| in € millions | 2015 | ||||
|---|---|---|---|---|---|
| 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 | 348 | (66) | 282 | 269 | 13 |
| 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 | 274 | – | 274 | 213 | 61 |
| Available-for-sale financial assets | (5) | 1 | (4) | (3) | (1) |
| Cash flow hedges | 10 | (4) | 6 | 6 | – |
| Share of other comprehensive income of investments accounted for using the equity method | – | – | – | 2 | (2) |
| Other comprehensive income net of tax | 627 | (69) | 558 | 487 | 71 |
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”.
Share-Based Payments
The Bertelsmann Group has granted cash-settled or equitysettled share-based payment awards.
The Bertelsmann Education Group initiated an Education Group Incentive Plan (EGIP) for selected executives. The EGIP is a performance-based remuneration component linked to the achievement of long-term targets. No shares or options to acquire shares of Bertelsmann SE & Co. KGaA or its Group companies shall be granted as part of participation in the EGIP. The term of the EGIP currently ends on December 31, 2019. Over its term, the funding of the EGIP is aligned with the value enhancement of the Bertelsmann Education Group. The EGIP is also capped. The fair value of the EGIP is currently measured at the end of the reporting period using a Monte Carlo simulation, taking into account the terms and conditions under which these instruments were granted and the current likelihood of achieving the total value of the Education Group. The fair value of the EGIP is recognized on an accrual basis under personnel costs. For the financial year, the amount recognized under personnel costs amounted to €1 million. The carrying amount of the financial liability related to the EGIP amounts to €1 million as of December 31, 2016.
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:
Granting and Vesting Conditions (Groupe M6)
| Free share plans | Maximum number of free shares granted (in thousands)1) | Remaining options (in thousands) | Vesting conditions | |
| April 2014 | 149.55 | – | 2 years of service | |
| October 2014 | 513.15 | – | 2 years of service + performance conditions | |
| May 2015 | 32.50 | 32.50 | 2 years of service | |
| July 2015 | 480.40 | 453.20 | 2 years of service + performance conditions | |
| July 2016 | 440.60 | 437.30 | 2 years of service + performance conditions | |
| July 2016 | 361.00 | 361.00 | 2 years of service + performance conditions | |
| Total | 1,977.20 | 1,284.00 | ||
| 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 October 2014, July 2015 and July 2016 are subject to Groupe M6 achieving its target growth in net consolidated result over the financial years 2014, 2015 and 2016, respectively. The second plan in July 2016 is subject to a cumulated performance requirement over three years. The plans granted in April 2014 and May 2015 are only subject to presence in Groupe M6.
The price to be paid when exercising the remaining options is the average value of the shares of Métropole Télévision on the Paris Stock Exchange, taken over 20 trading days prior to the date of grant. The management free share allocation plan forms an exception to the above.
The table below shows movements in the number of stock options in the reporting period.
Options (Groupe M6)
| in thousands | Average exercise price in € per share | 2016 | Average exercise price in € per share | 2015 |
|---|---|---|---|---|
| Options outstanding at the beginning of the year | – | – | 15 | 233 |
| Options exercised during the year | – | – | 15 | (152) |
| Options expired during the year | – | – | 15 | (81) |
| Options outstanding at the end of the year | – | – | – | – |
An estimated 1,284,000 free shares are exercisable at the end of the year against 1,147,000 at the beginning of the year. 802,000 free shares were granted during the year, with 620,000 being exercised and 45,000 being forfeited.
Share options outstanding at the end of the year have the following terms:
Conditions for Stock Options (Groupe M6)
| Expiry date | Exercise price in € | Number of shares (in thousands) 2016 | Number of shares (in thousands) 2015 |
|---|---|---|---|
| Free share plans | |||
| 2016 | – | 634 | |
| 2017 | 486 | 513 | |
| 2018 | 798 | – | |
| 1,284 | 1,147 |
As of December 31, 2016, the market price of Groupe M6 shares on the Paris Stock Exchange was €17.67 (December 31, 2015: €15.84).
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.
Fair Values of Stock Options (Groupe M6)
| Personnel costs in € millions | ||||||
|---|---|---|---|---|---|---|
| Grant date | Share price | Risk-free interest rate | Expected return | Option life | 2016 | 2015 |
| Free share plans | ||||||
| 7/26/2013 | €14.79 | 0.58% | 6.10% | 2 years | – | 1.9 |
| 4/14/2014 | €16.05 | 0.53% | 5.60% | 2 years | 0.3 | 0.8 |
| 10/13/2014 | €12.03 | 0.23% | 7.60% | 2 years | 1.5 | 1.9 |
| 5/11/2015 | €18.62 | 0.16% | 4.80% | 2 years | 0.2 | 0.1 |
| 7/28/2015 | €18.38 | 0.22% | 4.90% | 2 years | 3.0 | 1.3 |
| 7/28/2016 | €16.24 | (0.10)% | 5.50% | 2 years | 1.2 | – |
| 7/28/2016 | €16.24 | (0.10)% | 5.50% | 2 years | 1.0 | – |
| Total | 7.2 | 6.0 | ||||
There are additional share-based payments within the Bertelsmann Group that are immaterial on a stand-alone basis.
History
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