Subscribed Capital

Subscribed Capital

Number of shares12/31/201712/31/2016
Ordinary shares83,76083,760
Total shares83,76083,760

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:

Changes to Components of Other Comprehensive Income After Taxes

in € millions2017
Before-tax
amount
TaxesNet-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 plans235(59)1761706
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 € millions2016
Before-tax
amount
TaxesNet-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 differences28281711
Available-for-sale financial assets75(2)73721
Cash flow hedges6(2)431
Share of other comprehensive income of investments accounted for using the equity method111165
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”.

Share-Based Payments

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:

Granting and Vesting Conditions (Groupe M6)

Free share plansMaximum number of free shares
granted (in thousands)1)
Remaining options
(in thousands)
Vesting conditions
May 201532.500.002 years of service
July 2015480.400.002 years of service + performance conditions
July 2016440.60424.902 years of service + performance conditions
July 2016361.00361.002 years of service + performance conditions
July 2017307.20307.202 years of service + performance conditions
July 2017217.66217.663 years of service + performance conditions
October 20178.928.923 years of service + performance conditions
Total1,848.281,319.68

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:

Conditions for Stock Options (Groupe M6)

Expiry dateNumber of shares
(in thousands) 2017
Number of shares
(in thousands) 2016
Free share plans
2017486
2018786798
2019534
1,3201,284

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.

Fair Values of Stock Options (Groupe M6)

     Personnel costs in € millions
Grant dateShare priceRisk-free
interest rate
Expected returnOption life20172016
Free share plans
4/14/201416.05 €0.53%5.60%2 Jahre0.3
10/13/201412.03 €0.23%7.60%2 Jahre1.5
5/11/201518.62 €0.16%4.80%2 Jahre0.10.2
7/28/201518.38 €0.22%4.90%2 Jahre1.93.0
7/28/201616.24 €-0.10%5.50%2 Jahre5.22.2
7/27/201720.59 €-0.17%4.31%2 Jahre1.7
10/2/201720.59 €-0.17%4.31%2 Jahre
Total 8.97.2

There are additional share-based payments within the Bertelsmann Group that are immaterial on a stand-alone basis.