19. Equity

The individual components of equity and changes in equity in 2017 and 2018 are presented in the Covestro Group consolidated statement of changes in equity.

Capital stock

The capital stock of Covestro AG changed as follows in 2018:

Components of Capital Stock












Number of Shares


thereof Treasury Shares


Shares Carrying Dividend Rights


Capital Stock





€ million


€ million


€ million

Dec. 31, 2017









Reacquisiton of treasury shares









Redemption of treasury shares







Issuance of treasury shares








Dec. 31, 2018









Covestro AG’s capital stock as of December 31, 2018, is divided into 183,000,000 no-par value bearer shares and is fully paid up. Each share confers the right to one vote.

By Board of Management resolution of December 3, 2018, the capital stock of €203 million was reduced by €20 million to €183 million by the redemption of 19,500,000 no-par value bearer shares at a proportional share of capital stock of €1 per share.

Treasury shares

From November 21, 2017 through December 4, 2018, Covestro AG bought back a total of 19,928,589 treasury shares under the share buy-back program. In December 2018, capital stock was reduced by the redemption of 19,500,000 shares. In addition, 133,191 treasury shares were issued to Covestro AG employees under the stock participation program. As of December 31, 2018, the company held 295,398 treasury shares. This corresponds to 0.2% of the capital stock.

The total cost of the treasury shares held by Covestro AG at the end of the fiscal year was €15 million. They are valued using the FIFO method. The average price per share for the entire share buy-back program was €72.91 per share.

Authorized and conditional capital

The authorized capital and conditional capital as of December 31, 2018, were comprised as follows:

1 Requires Supervisory Board approval








€ million



Authorized capital 20151




Increase in capital stock against cash contributions and/or contributions in kind (by October 2, 2020)

Conditional capital 20151




Issue of warrants or conversion rights (by August 31, 2020)

Neither the authorized capital nor the conditional capital has been utilized to date.

Capital reserves

Covestro AG’s capital reserves as of December 31, 2018, amounted to €3,480 million (previous year: €4,767 million). The decrease is mainly attributable to the reduction in capital stock by the redemption of treasury shares in December 2018.


The dividend available for distribution is based on the distributable profit reported in the annual financial statements of Covestro AG, which were prepared according to the provisions of the (HGB). The dividend proposed for the 2018 fiscal year amounts to €2.40 per share carrying dividend rights for a total distribution of €438 million based on the number of shares carrying dividend rights as of December 31, 2018, and depends on authorization by the stockholders at the Annual General Meeting. It is therefore not recognized as a liability in the consolidated financial statements. For the fiscal year 2017, a dividend of €2.20 per share carrying dividend rights was paid.

Equity attributable to noncontrolling interest

The equity attributable to noncontrolling interest mainly relates to the equity of Bayer Pearl Polyurethane Systems FZCO, Dubai (United Arab Emirates), Sumika Covestro Urethane Company, Ltd., Amagasaki (Japan), and Covestro (Taiwan) Ltd., Kaohsiung City (Taiwan).

The changes in equity attributable to noncontrolling interest are presented in the following table:

Components of Noncontrolling Interest in Equity













€ million


€ million

January 1










Change in equity not recognized in profit or loss





Exchange differences on translation of operations outside the eurozone





Dividend payments










Change in equity recognized in profit or loss










December 31





Stock participation program in which approximately 75% of all employees worldwide can acquire Covestro shares at a discount
HGB/German Commercial Code
Comprises much of the German accounting legislation