Shareholders' Equity | 17. SHAREHOLDERS’ EQUITY 17.1 Outstanding shares The authorized share capital of the Company is Euro 1,810 million consisting of 1,200,000,000 common shares and 540,000,000 preference shares, each with a nominal value of €1.04. As at December 31, 2019 the number of shares of common stock issued was 911,186,920 shares (911,156,920 at December 31, 2018). As of December 31, 2019, the number of shares of common stock outstanding was 891,434,489 (898,305,080 at December 31, 2018). 1 7.2 Preference shares The 540,000,000 preference shares, when issued, will entitle a holder to full voting rights and to a preferential right to dividends and distributions upon liquidation. The Company is a party to an option agreement regarding the preference shares with Stichting Continuïteit ST (the “Stichting”), entered into on January 22, 2007, with a duration of ten years, which agreement was extended for another ten years in October 2016. The Managing Board and Supervisory Board, along with the board of the Stichting, have declared that they are jointly of the opinion that the Stichting is independent of the Company. The option agreement provides for the issuance of up to a maximum 540,000,000 preference shares. Any such shares would be issued to the Stichting upon its request and in its sole discretion and upon payment of at least 25% of the par value of the preference shares to be issued. The shares would be issuable in the event of actions which the board of the Stichting determines would be contrary to the Company’s interests, shareholders and other stakeholders and which in the event of a creeping acquisition or offer for the Company’s common shares are not supported by the Company’s Managing Board and Supervisory Board. The preference shares may remain outstanding for no longer than two years. The effect of the preference shares may be to deter potential acquirers from effecting an unsolicited acquisition resulting in a change of control as well as to create a level-playing field in the event actions which are considered to be hostile by the Company’s Managing Board and Supervisory Board, as described above, occur and which the board of the Stichting determines to be contrary to the Company’s interests, shareholders and other stakeholders. There were no preference shares issued as of December 31, 2019 and December 31, 2018 respectively. 17.3 Treasury stock In 2014 and 2017, the Company announced share buy-back programs following the issuance of new convertible bonds. Pursuant to a resolution passed at the shareholders’ meeting held on June 13, 2014, the Company repurchased 20.0 million shares of its common stock in 2014, reflected at cost, as a reduction of the parent company stockholders’ equity. Pursuant to a resolution passed at the shareholders’ meeting held on June 20, 2017 and announced on June 22, 2017, the Company repurchased 18.6 million shares of its common stock in 2017 for a total of $297 million, reflected at cost, as a reduction of the parent company stockholders’ equity. In the second half of 2017, the Company delivered 26.8 million shares from its treasury shares following the conversion of the Tranche A and Tranche B of the convertible bonds issued on July 3, 2014. On November 5, 2018, the Company announced a three years buy-back program of up to $750 million. As of December 31, 2019, the Company repurchased 18.3 million shares of its common stock for a total of $312 million under the share buy-back program, reflected at cost, as a reduction of the parent company stockholders’ equity. The treasury shares have been designated for allocation under the Company’s share-based remuneration programs of unvested shares. As of December 31, 2019, 53,224,112 of these treasury shares were transferred to employees under the Company’s share-based remuneration programs, of which 7,014,570 in the year ended December 31, 2019. As of December 31, 2019, the Company owned 19,752,431 shares classified as treasury stock in the consolidated statement of equity compared to 12,851,840 shares as of December 31, 2018. 1 7.4 Unvested share awards for the Supervisory Board On an annual basis and until the year 2012, the Compensation Committee (on behalf of the Supervisory Board and with its approval) used to grant stock-based awards (the options to acquire common shares in the share capital of the Company) to the members and professionals of the Supervisory Board (“The Supervisory Board Plan”). The awards were granted at the nominal value of the share of €1.04 (exercise price of the option). The options granted under the Supervisory Board Plan vest and become exercisable immediately, while the shares resulting from these awards vest and therefore become available for trade evenly over three years (one third every year), with no market, performance or service conditions. The table below summarizes grants under the outstanding stock award plans, as authorized by the Compensation Committee: Year of grant Options granted and vested Options waived at grant 2008 165,000 (22,500 ) 2009 165,000 (7,500 ) 2010 172,500 (7,500 ) 2011 172,500 (30,000 ) 2012 180,000 (22,500 ) 2013 to 2019 No options granted A summary of the options’ activity by plan for the years ended December 31, 2019 and December 31, 2018 is presented below: Year of grant Outstanding as of December 31, 2017 Exercised Expired / Cancelled Outstanding as of December 31, 2018 Exercised Expired / Cancelled Outstanding as of December 31, 2019 2008 16,500 (16,500 ) — — — — — 2009 22,500 (22,500 ) — — — — — 2010 30,000 (7,500 ) — 22,500 (22,500 ) — — 2011 52,500 — — 52,500 (7,500 ) — 45,000 2012 65,000 — — 65,000 — — 65,000 The total intrinsic value of options exercised during the year 2019, 2018 and 2017 amounted to $1 At the Company’s Annual General Meeting of Shareholders held on June 21, 2013, it was resolved to abolish and terminate the stock-based compensation for the Supervisory Board members and professionals. 1 7.5 Unvested share awards for the employees On an annual basis, the Compensation Committee (on behalf of the Supervisory Board and with its approval) grants stock-based awards to the senior executives along with selected employees (the “Employee Plan”). The awards are granted for services under the Employee Plan. There are two types of unvested shares: (1) shares granted to employees, which are subject only to service conditions and vest over the requisite service period, and (2) shares granted to senior executives, whose vesting is subject to performance conditions. For the plans 2017, 2018 and 2019, the performance conditions consisted of two external targets (sales evolution and operating income compared to a basket of competitors) weighting for two thirds of the total number of awards granted and of one internal target (return on net assets compared to the previous period), weighting for one third of the total number of awards granted. For the plan 2016, the performance conditions consisted of two external targets (sales evolution and operating income compared to a basket of competitors) weighting for 80% of the total number of awards granted and of two internal targets (days of sales outstanding compared to the budget and return on net assets compared to budget), weighting for 20% of the total number of awards granted. All the awards vest over a three-year The table below summarizes grants under the outstanding stock award plans in 2019 as authorized by the Compensation Committee: Date of grant Plan name Number of shares granted Number of shares waived Number of shares lost on performance conditions July 26, 2016 2016 Employee Plan 6,621,100 — (1,628,376 ) December 19, 2016 2016 Employee Plan 376,800 — (53,900 ) July 25, 2017 2017 Employee Plan 7,634,475 — — December 22, 2017 2017 Employee Plan 347,160 — — July 24, 2018 2018 Employee Plan 7,552,410 — — December 20, 2018 2018 Employee Plan 443,200 — — July 24, 2019 2019 Employee Plan 7,752,940 — (*) December 26, 2019 2019 Employee Plan 246,750 — (*) (*) As at December 31, 2019, a final determination of the achievement of the performance conditions had not yet been made by the Compensation Committee of the Supervisory Board. A summary of the unvested share activity by plan for the year ended December 31, 2019 is presented below: Unvested Shares Unvested as at December 31, 2018 Granted Forfeited / waived Cancelled on failed vesting conditions Vested Unvested as at December 31, 2019 2016 Employee Plan 1,804,140 — (9,706 ) — (1,794,434 ) — 2017 Employee Plan 5,268,975 — (64,290 ) — (2,556,306 ) 2,648,379 2018 Employee Plan 7,973,580 — (111,826 ) — (2,663,830 ) 5,197,924 2019 Employee Plan — 7,999,690 (22,320 ) — — 7,977,370 Total 15,046,695 7,999,690 (208,142 ) — (7,014,570 ) 15,823,673 The grant date weighted average fair value of unvested shares granted to employees under the 2016 Employee Plan was $6.37. On March 28, 2017, the Compensation Committee approved the statement that with respect to the shares subject to performance conditions, two performance conditions were fully met. Consequently, the compensation expense recorded on the 2016 Employee Plan reflects the statement that – for the portion of shares subject to performance conditions – 45% of the awards granted, representing the weight of the two performance conditions met, will fully vest, as far as the service condition is met. The grant date weighted average fair value of unvested shares granted to employees under the 2017 Employee Plan was $16.52. On March 27, 2018, the Compensation Committee approved the statement that with respect to the shares subject to performance conditions, all three performance conditions were fully met. Consequently, the compensation expense recorded on the 2017 Employee Plan reflects the statement that – for the portion of shares subject to performance conditions – 100% of the awards granted will fully vest, as far as the service condition is met. The grant date weighted average fair value of unvested shares granted to employees under the 2018 Employee Plan was $22.78. On March 27, 2019, the Compensation Committee approved the statement that with respect to the shares subject to performance conditions, all three performance conditions were fully met. Consequently, the compensation expense recorded on the 2018 Employee Plan reflects the statement that – for the portion of shares subject to performance conditions – 100% of the awards granted will fully vest, as far as the service condition is met. The grant date weighted average fair value of unvested shares granted to employees under the 2019 Employee Plan was $19.28. Moreover, for the portion of the shares subject to performance conditions (3,550,300 shares) the Company estimates the number of awards expected to vest by assessing the probability of achieving the performance conditions. At December 31, 2019, a final determination of the achievement of the performance conditions had not yet been made by the Compensation Committee of the Supervisory Board. However, the Company has estimated that two thirds The following table illustrates the classification of pre-payroll tax and social contribution stock-based compensation expense included in the consolidated statements of income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017: December 31, 2019 December 31, 2018 December 31, 2017 Cost of sales 22 23 12 Selling, general and administrative 46 67 31 Research and development 77 35 18 Total pre-payroll tax and social contribution compensation 145 125 61 The fair value of the shares vested in 2019 was $114 million compared to $68 million for 2018 and $38 million for 2017. Compensation cost, excluding payroll tax and social contribution, capitalized as part of inventory was $6 million as of December 31, 2019, compared to $6 million 2018 and $3 million as of December 31, 2017. As of December 31, there was $138 million of total unrecognized compensation cost related to the grant of unvested shares, which is expected to be recognized over a weighted average period of approximately 9 months The total deferred income tax benefit recognized in the consolidated statements of income related to unvested share-based compensation expense amounted to $9 million, $7 million and $3 million for the years ended December 31, 2019, 2018 and 2017, respectively. 1 7.6 Accumulated other comprehensive income (loss) attributable to parent company stockholders The table below details the changes in AOCI attributable to the company’s stockholders by component, net of tax, for the years ended December 31, 2019, 2018 and 2017: Gains (Losses) on Cash Flow Hedges Gains (Losses) on Available- For-Sale Securities Defined Benefit Pension Plan Items Foreign Currency Translation Adjustments (“CTA”) Total December 31, 2016 (47 ) 2 (170 ) 544 329 Cumulative tax impact — — 42 — 42 December 31, 2016, net of tax (47 ) 2 (128 ) 544 371 OCI before reclassifications 122 (2 ) (6 ) 224 338 Amounts reclassified from AOCI (30 ) — 10 — (20 ) OCI for the year ended December 31, 2017 92 (2 ) 4 224 318 Cumulative tax impact — — (1 ) — (1 ) OCI for the year ended December 31, 2017, net of tax 92 (2 ) 3 224 317 December 31, 2017 45 — (166 ) 768 647 Cumulative tax impact — — 41 — 41 December 31, 2017, net of tax 45 — (125 ) 768 688 OCI before reclassifications (83 ) (2 ) (24 ) (87 ) (196 ) Amounts reclassified from AOCI (1 ) — 11 — 10 OCI for the year ended December 31, 2018 (84 ) (2 ) (13 ) (87 ) (186 ) Cumulative tax impact 4 — 3 — 7 OCI for the year ended December 31, 2018, net of tax (80 ) (2 ) (10 ) (87 ) (179 ) December 31, 2018 (39 ) (2 ) (179 ) 681 461 Cumulative tax impact 4 — 44 — 48 December 31, 2018, net of tax (35 ) (2 ) (135 ) 681 509 OCI before reclassifications (43 ) 3 (58 ) (35 ) (133 ) Amounts reclassified from AOCI 79 — 14 — 93 OCI for the year ended December 31, 2019 36 3 (44 ) (35 ) (40 ) Cumulative tax impact (4 ) — 10 — 6 OCI for the year ended December 31, 2019, net of tax 32 3 (34 ) (35 ) (34 ) December 31, 2019 (3 ) 1 (223 ) 646 421 Cumulative tax impact — — 54 — 54 December 31, 2019, net of tax (3 ) 1 (169 ) 646 475 Items reclassified out of Accumulated Other Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 are listed in the table below: Details about AOCI components Amounts reclassified from AOCI in the year ended December 31, 2019 Amounts reclassified from AOCI in the year ended December 31, 2018 Amounts reclassified from AOCI in the year ended December 31, 2017 Affected line item in the statement where net income (loss) is presented Gains (Losses) on Cash Flow Hedges Foreign exchange derivative contracts (51 ) 4 16 Cost of sales Foreign exchange derivative contracts (6 ) (1 ) 3 Selling, general and administrative Foreign exchange derivative contracts (22 ) (2 ) 11 Research and development 10 — — Income tax benefit (expense) (69 ) 1 30 Net of tax Defined Benefit Pension Plan Items Amortization of actuarial gains (losses) (13 ) (10 ) (10 ) Other components of pension benefit costs Amortization of prior service cost (1 ) (1 ) — Other components of pension benefit costs 3 2 2 Income tax benefit (expense) (11 ) (9 ) (8 ) Net of tax Total reclassifications for the year (80 ) (8 ) 22 Attributable to noncontrolling interest — — — Attributable to the Company’s stockholders (80 ) (8 ) 22 1 7.7 Dividends The Annual General Meeting of Shareholders held on May 31, 2019 authorized the distribution of a cash dividend of $0.24 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of $0.06 in each of the second, third and fourth quarters of 2019 and first quarter of 2020. The amount of $53 million corresponding to the first installment, $53 million corresponding to the second installment and $48 million corresponding to the third installment were paid as of December 31, 2019. The remaining portion of $5 million related to the third installment and the last installment of $53 million are presented in the line “Dividends payable to stockholders” in the consolidated balance sheet as of December 31, 2019. The Annual General Meeting of Shareholders held on May 31, 2018 authorized the distribution of a cash dividend of $0.24 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of $0.06 The Annual General Meeting of Shareholders held on June 20, 2017 authorized the distribution of a cash dividend of $0.24 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of $0.06 The Annual General Meeting of Shareholders held on May 25, 2016 authorized the distribution of a cash dividend of $0.24 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of $0.06 |