v3.10.0.1
Share-based Payments
12 Months Ended
Dec. 31, 2018
Disclosure Of Share Based Payments [Abstract]  
Share-based payments

17.

Share-based payments

Employee Share Option Plans

Under the Employee Share Option Plans (“ESOP”), share options of the Company are granted to executives and certain employees of the Group. For options granted prior to January 1, 2016, the exercise price is equal to the fair value of the shares on grant date for employees in the United States and for U.S. citizens and fair value less 30% for the rest of the world. The value of the discount is included in the grant date fair value of the award. For options granted thereafter, the exercise price of the options is equal to the fair value of the shares on grant date for all employees. Generally, the first vesting period (13.5% – 25% of the initial grant) is up to one year from the grant date and subsequently vests at a rate of 6.25% each quarter until fully vested. The exercise price for options is payable in the EUR value of a fixed USD amount; therefore, the Group considers these awards to be USD-denominated. The options are generally granted with a term of 5 years.

Restricted Stock Awards

In connection with the Group’s acquisition of Echo Nest in March of 2014, the Group issued 158,720 restricted stock awards (RSAs) to certain Echo Nest employees. Vesting of the RSAs was contingent on continued employment of these employees. The awards were accounted for as equity-settled share-based payment transactions. The RSAs vested annually over a two-year period from the acquisition date. The valuation of the RSAs was consistent with the fair value of the ordinary shares.

In connection with an acquisition during 2017, the Group issued 61,880 restricted stock awards (“RSAs”) to certain employees of the aquiree. Vesting of the RSAs is contingent on continued employment of these employees. The awards are accounted for as equity-settled share-based payment transactions. The RSAs vest over a two- and three-year period from the acquisition date. The valuation of the RSAs was consistent with the fair value of the ordinary shares.

During 2018, 2017, and 2016, the Group recorded share-based compensation expense related to RSAs of €1 million, €0 million, and €0 million, respectively.

Restricted Stock Unit Program

During 2014, the Company implemented restricted stock unit (“RSUs”) program accounted for as equity-settled share-based payment transaction. RSUs are measured based on the fair market value of the underlying stock on the date of grant. The RSUs granted to participants under the Program generally vest over three to five years. The vesting of certain RSUs could accelerate in the event of a change in control event.

The valuation of the RSUs was consistent with the fair value of the ordinary shares. During 2018, 2017, and 2016, the Group recorded share-based compensation expense related to restricted stock units of €3 million, €6 million, and €5 million, respectively.

Activity in the RSUs and RSAs outstanding and related information is as follows:

 

 

 

RSU

 

 

RSA

 

 

 

Number of

RSUs

 

 

Weighted

average

grant date

fair value

 

 

Number of

RSAs

 

 

Weighted

average

grant date

fair value

 

 

 

 

 

 

 

US$

 

 

 

 

 

 

US$

 

Outstanding at January 1, 2016

 

 

627,480

 

 

 

32.78

 

 

 

79,360

 

 

 

23.90

 

Granted

 

 

176,080

 

 

 

41.85

 

 

 

 

 

 

 

Forfeited

 

 

(140,000

)

 

 

30.38

 

 

 

 

 

 

 

Released

 

 

(162,080

)

 

 

32.53

 

 

 

(79,360

)

 

 

23.90

 

Outstanding at December 31, 2016

 

 

501,480

 

 

 

36.73

 

 

 

 

 

 

 

Granted

 

 

80,920

 

 

 

59.63

 

 

 

61,880

 

 

 

90.65

 

Forfeited

 

 

(85,903

)

 

 

37.43

 

 

 

 

 

 

 

Released

 

 

(300,560

)

 

 

38.95

 

 

 

 

 

 

 

Outstanding at December 31, 2017

 

 

195,937

 

 

 

42.46

 

 

 

61,880

 

 

 

90.65

 

Granted

 

 

14,383

 

 

 

168.24

 

 

 

 

 

 

 

Forfeited

 

 

(15,991

)

 

 

34.93

 

 

 

 

 

 

 

Released

 

 

(93,946

)

 

 

40.12

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

100,383

 

 

 

63.87

 

 

 

61,880

 

 

 

90.65

 

 

Activity in the share options outstanding and related information is as follows:

 

 

 

 

ESOP

 

 

 

Number of

options

 

 

Weighted

average

exercise price

 

 

 

 

 

 

 

US$

 

Outstanding at January 1, 2016

 

 

9,192,120

 

 

 

22.80

 

Granted

 

 

6,020,360

 

 

 

41.90

 

Forfeited

 

 

(512,560

)

 

 

36.03

 

Exercised

 

 

(3,661,480

)

 

 

10.15

 

Expired

 

 

(61,960

)

 

 

20.93

 

Outstanding at December 31, 2016

 

 

10,976,480

 

 

 

36.88

 

Granted

 

 

5,819,520

 

 

 

64.11

 

Forfeited

 

 

(659,000

)

 

 

46.34

 

Exercised

 

 

(1,422,520

)

 

 

22.23

 

Expired

 

 

(67,760

)

 

 

28.49

 

Outstanding at December 31, 2017

 

 

14,646,720

 

 

 

48.73

 

Granted

 

 

3,578,000

 

 

 

142.20

 

Forfeited

 

 

(1,220,508

)

 

 

62.82

 

Exercised

 

 

(4,736,555

)

 

 

40.97

 

Expired

 

 

(24,131

)

 

 

54.98

 

Outstanding at December 31, 2018

 

 

12,243,526

 

 

 

77.63

 

Exercisable at December 31, 2016

 

 

3,765,000

 

 

 

29.98

 

Exercisable at December 31, 2017

 

 

5,822,400

 

 

 

39.62

 

Exercisable at December 31, 2018

 

 

5,162,876

 

 

 

58.25

 

The weighted-average contractual life for the share options outstanding at December 31, 2018, 2017, and 2016 is 2.9 years, 3.3 years, and 3.4 years, respectively. The weighted-average share price at exercise for options exercised during 2018, 2017, and 2016 was US$152.33, US$57.53, and US$42.05, respectively. The weighted-average fair value of options granted during the year ended at December 31, 2018, 2017, and 2016 was US$39.23 per option, US$18.05 per option, and US$13.10 per option, and, respectively.

The share options outstanding December 31, 2018, 2017, and 2016 are comprised of the following:

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

2016

 

Range of exercise prices (US$)

 

 

Number of

options

 

 

Weighted

average

remaining

contractual

life (years)

 

 

Number of

options

 

 

Weighted

average

remaining

contractual

life (years)

 

 

Number of

options

 

 

Weighted

average

remaining

contractual

life (years)

 

 

1.65

 

to

 

45.00

 

 

 

4,753,052

 

 

 

1.8

 

 

 

9,039,248

 

 

 

2.7

 

 

 

10,917,960

 

 

 

3.5

 

 

45.01

 

to

 

90.00

 

 

 

3,337,414

 

 

 

3.2

 

 

 

4,736,432

 

 

 

4.2

 

 

 

58,520

 

 

 

3.2

 

 

90.01

 

to

 

135.00

 

 

 

2,695,890

 

 

 

3.9

 

 

 

871,040

 

 

 

4.2

 

 

 

 

 

 

 

 

135.01

 

to

 

180.00

 

 

 

749,360

 

 

 

4.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

180.01

 

to

 

189.52

 

 

 

707,810

 

 

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,243,526

 

 

 

2.9

 

 

 

14,646,720

 

 

 

3.3

 

 

 

10,976,480

 

 

 

3.4

 

 

In determining the fair value of the employee share-based awards, the Group uses the Black-Scholes option-pricing model. The Company does not anticipate paying any cash dividends in the near future and therefore uses an expected dividend yield of zero in the option valuation model. The expected volatility is based on the historical volatility of public companies that are comparable to the Group over the expected term of the award. The risk-free rate is based on U.S. Treasury zero-coupon rates as the exercise price is based on a fixed USD amount. The expected life of the share options is based on historical data and current expectations.

The following table lists the inputs to the Black-Scholes option-pricing models used for employee share-based payments for the years ended December 31, 2018, 2017, and 2016:

 

 

 

2018

 

2017

 

2016

Expected volatility (%)

 

32.0 – 34.7

 

32.0 – 43.5

 

37.9 – 45.8

Risk-free interest rate (%)

 

2.4 – 2.9

 

1.4 – 2.0

 

0.8 – 1.8

Expected life of share options (years)

 

2.4 – 4.4

 

2.4 – 4.4

 

2.5 – 5.0

Weighted-average share price (US$)

 

123.13 – 189.52

 

50.70 – 90.65

 

41.20 – 44.40

 

Valuation assumptions are determined at each grant date and, as a result, are likely to change for share-based awards granted in future periods. Changes to the input assumptions could materially affect the estimated fair value of share-based payment awards.

The sensitivity analysis below shows the impact of increasing and decreasing expected volatility by 10% as well as the impact of increasing and decreasing the expected life by one year. This analysis was performed on stock options granted in 2018. The following table shows the impact of these changes on stock option expense for the options granted in 2018:

 

 

 

2018

 

 

 

(in € millions)

 

Actual stock option expense

 

 

46

 

Stock option expense increase (decrease) under the following

   assumption changes

 

 

 

 

Volatility decreased by 10%

 

 

(11

)

Volatility increase by 10%

 

 

11

 

Expected life decrease by 1 year

 

 

(7

)

Expected life increase by 1 year

 

 

6

 

The expense recognized in the consolidated statement of operations for employee share-based payments is as follows:

 

 

 

2018

 

 

2017

 

 

2016

 

 

 

(in € millions)

 

Cost of revenue

 

 

3

 

 

 

2

 

 

 

1

 

Research and development

 

 

40

 

 

 

21

 

 

 

16

 

Sales and marketing

 

 

19

 

 

 

15

 

 

 

10

 

General and administrative

 

 

26

 

 

 

27

 

 

 

26

 

 

 

 

88

 

 

 

65

 

 

 

53