Bekaert NV

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ifrs-full:EquityAttributableToOwnersOfParentMember 5493008SR6XZECH6BN71 2018-12-31 ifrs-full:NoncontrollingInterestsMember 5493008SR6XZECH6BN71 2019-01-01 2019-12-31 ifrs-full:NoncontrollingInterestsMember 5493008SR6XZECH6BN71 2019-12-31 ifrs-full:NoncontrollingInterestsMember 5493008SR6XZECH6BN71 2020-01-01 2020-12-31 ifrs-full:NoncontrollingInterestsMember 5493008SR6XZECH6BN71 2020-12-31 ifrs-full:NoncontrollingInterestsMember 5493008SR6XZECH6BN71 2020-02-29 bekb:BekaertSlatinaSRLMember 5493008SR6XZECH6BN71 2020-02-01 2020-02-29 bekb:BekaertSlatinaSRLMember 5493008SR6XZECH6BN71 2019-12-01 2019-12-31 bekb:BekaertMaccaferriUndergroundSolutionsBVBAMember xbrli:pure iso4217:EUR iso4217:EUR xbrli:shares ANNUAL REPORT 2020 Annual Report Bekaert 2020 2 TABLE OF CONTENTS 4 STRATEGY AND LEADERSHIP STRATEGY AND LEADERSHIP 05 Message from the Chief Executive Ocer and the Chairman 07 Board of Directors 08 Bekaert Group Executive 09 Our strategy 12 TECHNOLOGY & INNOVATION TECHNOLOGY & INNOVATION 13 Technology & Innovation 14 INDUSTRY OFFERINGS INDUSTRY OFFERINGS 15 Products and applications Annual Report Bekaert 2020 3 26 REPORT OF THE BOARD FINANCIAL REVIEW REPORT OF THE BOARD OF DIRECTORS 3:32 OF THE BELGIAN CODE ON COMPANIES AND ASSOCIATIONS 27 Key ﬁgures 29 Key ﬁgures per segment 30 Summary of ﬁnancial review 39 Corporate Governance Statement 39 Board of Directors and Executive Management 44 Remuneration Report 59 Shares 64 Control and ERM 70 Sustainability 75 References FINANCIAL REVIEW 80 Consolidated ﬁnancial statements 87 Notes to the consolidated ﬁnancial statements 180 Parent company information 184 Auditor’s report 77 16 SEGMENT PERFORMANCE SEGMENT PERFORMANCE 17 Rubber Reinforcement 19 Steel Wire Solutions 21 Specialty Businesses 23 Bridon-Bekaert Ropes Group AND STRATEGY LEADERSHIP Annual Report Bekaert 2020 5 Dear reader, 2020 will be long remembered. The Covid-19 pandemic brought challenges and changes to the world of a magnitude that was impossible to foresee. As per the publication date of this report the pandemic is still taking a huge toll on economies and people’s lives worldwide and has fundamentally changed long established certainties and priorities. Despite the turmoil that Covid-19 has created in our markets and in our busi- ness, we remained focused on our priorities. This enabled us to secure the business continuity of our customers, the health and safety of our people, and—at the same time—oset the impact of the pandemic on our ﬁnancial objectives. As a result of all the eorts undertaken we improved proﬁtability, reinforced the balance sheet and enhanced the strategic position of our businesses. Underlying EBIT for the ﬁscal year 2020 increased by 13% to € 272 million at a margin on sales of 7.2%, ahead of what we had set ourselves as a target. Driven by an improved margin performance and stringent working capital management, our healthy cash generation signiﬁcantly strengthened the balance sheet. Net debt on underlying EBITDA decreased from 2.09 at the close of 2019 to 1.26 at the end of 2020. We are very pleased with these results. They are a reﬂection of what we are capable of when we focus and deliver on our priorities despite adverse external factors, however challenging those may be. Moving forward, our ambitions reach higher. The Board of Directors and the Bekaert Group Executive have recently established the company’s strategy for the next ﬁve years with the ambition to transform the company’s business portfolio toward higher value creation. Organic growth in core markets will be supported by extending our capabilities in the areas of innovation, digital and sustainability and complemented by selective acquisitions and new partner- ships. For 2021, barring unexpected events, we project consolidated sales to reach at least € 4 billion and intend to improve our underlying EBIT-margin by 40-60 bps over the previous year. MESSAGE FROM THE CEO AND THE CHAIRMAN Annual Report Bekaert 2020 Oswald Schmid Chief Executive Ocer Jürgen Tinggren Chairman of the Board of Directors Annual Report Bekaert 2020 6 Based upon the ﬁnancial performance of 2020 and the conﬁdence in the set direction, the Board has decided to propose, to the General Meeting of Shareholders in May of 2021, a gross dividend of € 1.00 per share, in line with the company’s dividend policy. The progress achieved in a very demanding year is evidence of the commit- ment, energy and irrepressible spirit of our employees. We would like to thank them as well as our customers, partners and shareholders for their continued trust and support. Jürgen Tinggren Chairman of the Board of Directors Oswald Schmid Chief Executive Ocer Annual Report Bekaert 2020 7 BOARD OF DIRECTORS The main tasks of the Board of Directors are to determine the Group’s strategy and general policy, and to monitor Bekaert’s operations. The Board of Directors is the company’s prime decision-making body with the exception of matters reserved by law or by the articles of association to the General Meeting of Shareholders. The Board of Directors currently consists of thirteen members. Their professional proﬁles cover dierent areas of expertise, such as law, business, industrial operations, ﬁnance & investment banking, HR and consultancy. Composition of the Board of Directors Jürgen Tinggren, Chairman (1) Christophe Jacobs van Merlen Caroline Storme Oswald Schmid, CEO Hubert Jacobs van Merlen Emilie van de Walle de Ghelcke Gregory Dalle Colin Smith (1) Henri Jean Velge Henriette Fenger Ellekrog (1) Eriikka Söderström (1) Mei Ye (1) Charles de Liedekerke (1) Independent Directors The biographies of all members of the Board of Directors are available on the Bekaert website. Changes during 2020 Oswald Schmid, Chief Operations Ocer, succeeded Matthew Taylor as interim CEO when Matthew Taylor retired from his position as CEO and Director of Bekaert on 12 May 2020. On 13 May 2020, the Annual General Meeting of Shareholders conﬁrmed the mandate of Oswald Schmid as Director. The Annual General Meeting of Shareholders further approved the nominations of Henriette Fenger Ellekrog and Eriikka Söderström as independent Directors, replacing Celia Baxter and Pamela Knapp who did not seek re-appointment. Christophe Jacobs van Merlen, Emilie van de Walle de Ghelcke and Henri Jean Velge were re-elected as Director. Changes in 2021 The Board of Directors of Bekaert has appointed Oswald Schmid as Chief Executive Ocer, eective as of 2 March 2021. Annual Report Bekaert 2020 8 BEKAERT GROUP EXECUTIVE The Bekaert Group Executive (BGE) assumes the opera- tional responsibility for the Company’s activities and acts under the supervision of the Board of Directors. The BGE is chaired by Oswald Schmid, Chief Executive Ocer. Organizational structure The composition of the Bekaert Group Executive reﬂects the organizational structure with four Business Units and four Global Functional Domains. At the end of 2020, the Busi- ness Units and Global Functions were led by the following Executives. Business Units » The Business Unit Rubber Reinforcement (serving indus- tries that use tire cord, bead wire, hose reinforcement wire and conveyor belt reinforcement) is led by Arnaud Lesschaeve, Divisional CEO Rubber Reinforcement. » The Business Unit Steel Wire Solutions (serving the energy, industrial, agricultural, consumer and construc- tion markets with a broad range of steel wire products and solutions) is led by Stijn Vanneste, Divisional CEO Steel Wire Solutions. » The Business Unit Specialty Businesses (including building products, ﬁber technologies and sawing wire, and combustion technology) is led by Jun Liao, Divisional CEO Specialty Businesses and country manager for China. » Bridon-Bekaert Ropes Group (BBRG, including the ropes and advanced cords businesses) is led by Curd Vandekerckhove, Divisional CEO of BBRG. The Business Units have global P&L accountability for strategy and delivery in their distinct areas and therefore have dedicated production facilities and commercial and technology teams within their respective organization. This helps them develop a customer-centric approach aligned with the speciﬁc needs and dynamics of their markets. Global Functions » Taouﬁq Boussaid, Chief Financial Ocer » Rajita D’Souza, Chief Human Resources Ocer » Juan Carlos Alonso, Chief Strategy Ocer » Oswald Schmid, Chief Operations Ocer The Functions take a role as strategic business partners, accountable for providing speciﬁc expertise and services across the Group, and for ensuring the business has the right capability to deliver on short- and long-term goals. Changes in 2021 The Board of Directors of Bekaert has appointed Oswald Schmid as Chief Executive Ocer, eective as of 2 March 2021. Oswald has been leading the Bekaert Group Executive as interim CEO since 12 May 2020, when he was appointed member of the Board of Directors. On 8 February 2021, Kerstin Artenberg joined Bekaert as Chief Human Resources Ocer and became a member of the Bekaert Group Executive, succeeding Rajita D’Souza who left the company at the end of 2020. On 1 April 2021, Yves Kerstens will join Bekaert as Divisional CEO Specialty Businesses and Chief Operations Ocer, and become a member of the BGE. Jun Liao will take up the role of China CEO and lead the China Transformation Oce in addition to his current responsibilities as country manager for China. The biographies of all Bekaert Group Executive members are available on the Bekaert website. Annual Report Bekaert 2020 9 OUR STRATEGY Who we are Bekaert is a world market and technology leader in steel wire transformation and coating technologies. We pursue to be the preferred supplier for our steel wire prod- ucts, services and solutions by continuously delivering superior value to our customers worldwide. Bekaert (Euronext Brussels: BEKB) was established in 1880 and is a global company with more than 27 000 employees worldwide, headquarters in Belgium and € 4.4 billion in combined revenue in 2020. What we do We seek to be the best in understanding the applications for which our customers use steel wire. Knowing how our steel wire products function within our customers’ produc- tion processes and products helps us to develop and deliver the solutions that best meet their requirements and, through that, we create value for our customers. Transforming steel wire and applying unique coating technologies form our core business. Depending on our customers’ requirements, we draw wire in dierent diam- eters and strengths, even as thin as ultraﬁne ﬁbers of one micron. We group the wires into cords, ropes and strands, weave or knit them into fabric, or process them into an end product. The coatings we apply reduce friction, improve corrosion resistance, or enhance adhesion with other materials. How we work better together sums up the unique cooperation within Bekaert and between Bekaert and its business partners. We create value for our customers by co-creating and delivering a quality portfolio of steel wire solutions and by oering customized services on all continents. We believe in lasting relationships with our customers, suppliers and other stakeholders, and are committed to delivering long-term value to all of them. We are convinced that the trust, integrity and irrepressibility that bring our employees worldwide together as one team create the fundamentals of successful partnerships wherever we do business. Our ambition Our ambition is to create sustainable value for all our stakeholders: customers and other business partners, employees, shareholders, and the broader communities where we are active. We have established, in the course of 2020, Bekaert’s strategy for the next ﬁve years. We are determined to implement this new strategy with passion and focus and are convinced it will enable us to drive sustainable value creation. A ﬁrst set of actions was implemented with high priority. The Covid-19 pandemic did not delay but rather acceler- ated the progress we have made in all four pillars of our strategy: » Committing to high performance » Making our customers succeed » Being truly better together » Caring for the world around us Annual Report Bekaert 2020 10 Highlights 2020 In 2020, Bekaert has successfully implemented the ﬁrst steps of its transfor- mation toward higher performance and has delivered on the key priorities set forth to strategically improve the Group’s business and technology position as well as the ﬁnancial results. » The signiﬁcant impact of Covid-19 was eectively countered through exten- sive measures to secure the health and safety of employees and the supply continuity to customers, all while deploying mitigating actions to protect the Company’s ﬁnancials. » Strong on execution, the Company captured the opportunities resulting from a fast and signiﬁcant demand rebound in various markets in the second half of 2020 and approximately doubled the underlying EBIT of the ﬁrst half. » Good progress was made on improving our strategic market position and business portfolio. Sales growth was focused on target markets and adjacent applications with attractive perspectives, while certain commodity segments were exited. » As a result, proﬁtability increased, the balance sheet strengthened, and the ﬁnancial mindset shifted toward cash generation. The underlying EBIT increased by 13% to € 272 million at a margin on sales of 7.2%. All Business Units achieved an underlying EBIT of 7% or more. The focus on disciplined working capital and capital expenditure control signiﬁcantly improved the cash generation and debt leverage. Net debt on underlying EBITDA decreased from 2.09 at the close of 2019 to 1.26 at the end of 2020. » Based on the strong ﬁnancial performance, the Board recommends a dividend of € 1.00, representing an increase of € 0.65 over the previous year and in line with the Company’s dividend policy. » The digitalization of our business processes and the expansion of our digital oering are ongoing and will be accelerated. Moreover, a long-term sustainability strategy is being developed, aimed at raising our ambitions and creating sustainable value for our business and for our stakeholders. For more information and details on our ﬁnancial performance improvement during 2020, we refer to the segment reports and to the summary of the ﬁnancial review in this annual report. For more information and details on how Bekaert addressed the impact of the pandemic to keep our people safe and help the communities where we are active with personal protection equipment, please read our 2020 Sustainability Report. Annual Report Bekaert 2020 11 TECHNOLOGY & INNOVATION Annual Report Bekaert 2020 13 Our research and innovation activities are aimed at creating value for our customers in order for our business and all our stakeholders to prosper in the long term. We co-create with customers and suppliers around the globe to develop, implement, upgrade and protect both current and future technologies. We listen to our customers so we understand their innovation and processing needs. Knowing how our products function within their production processes and products is key to developing value-creating solutions. We oer more than products; we create solutions As part of our strategy toward sustainable value creation, we raise our ambitions, as a leading innovator in our industry, to spearhead new developments and adjacent technologies that will beneﬁt our customers. Innovation in practice: continuously redeploying our core competencies Transforming steel wire and applying unique coating technologies form our core business. To strengthen our technological leadership in these competencies, Bekaert invests intensively in research and development, and sees innovation as a constant, driving factor in all our activities and processes. The Research and Innovation department is the center of expertise for Bekaert’s core technology domains: physical metallurgy, fatigue & mechanical performance, corrosion & metallic coatings, and organic coatings. In addition, it also focuses on data modeling and sensor technologies in close cooperation with the engineering and IT departments. Co-creation and open innovation Bekaert actively seeks opportunities for cooperation with strategic customers, suppliers and academic research institutes and universities. We also consider investments in early-stage companies and venture capital funds that may create new attractive business models adjacent to Bekaert’s current ﬁeld-of-play. Read more about our partnerships in the segment reports and in the 2020 Sustainability Report. Intellectual property The Intellectual Property department of Bekaert takes care of patents, designs, trademarks, domain names and trade secrets for the whole Bekaert Group, including the joint ventures in Brazil. It also advises on IP clauses in various agreements such as joint development agreements and licenses. At the end of 2020, the Bekaert Group had a portfolio of more than 1800 patents and patent applications, including 28 ﬁrst patent ﬁlings in 2020, and more than 1 700 trademark registrations. Engineering Bekaert’s in-house engineering department plays a key role in the optimization and standardization of our production processes and machinery. Newly designed equipment always combines innovative solutions for performance improvements in various areas, including product quality, production excellence and ﬂexibility, cost eciency, energy consumption, machine safety, ergonomics and the environmental impact. Currently, we are implementing a new and sustainable operating model that allows us to concentrate on developing innovative equipment for new products, new processes and extended digital tools and features. INDUSTRY OFFERINGS Annual Report Bekaert 2020 15 44% Tire & Automotive 19% Construction 8% Energy & Utilities 9% Agriculture 5% Consumer goods 9% Basic Materials 6% Equipment 44% Tire & Automotive 19% Construction 9% Agriculture 9% Basic Materials 8% Energy & Utilities 6% Equipment 5% Consumer Goods Bekaert has a strong presence in diverse sectors. This makes us less sensitive to sector-speciﬁc trends and it also beneﬁts our customers, because solutions we develop for customers in one sector often form the basis of innovations in others. Bekaert serves customers across a multitude of sectors with a unique portfolio of drawn steel wire products, coated to optimally suit the appli- cation needs. Bekaert steel wire is used in cars and trucks, in elevators and mines, in tunnels and bridges, at home and in the oce, and in machines and oshore. If it drives, ascends, hoists, ﬁlters, reinforces, fences or fastens, there is a good chance Bekaert is inside. More information about our steel wire products and solutions is available on our website. SEGMENT PERFORMANCE Annual Report Bekaert 2020 17 RUBBER REINFORCEMENT Bekaert’s Rubber Reinforcement business unit develops, manufactures and supplies tire cord and bead wire products and solutions for the tire sector. In serving the equipment market, the product portfolio includes hose reinforce- ment wire and conveyor belt reinforcement products. To serve customers worldwide, the business unit has a global presence with manufacturing plants in EMEA, US, Brazil, India, Indonesia, and China. In 2020, Bekaert started the construction of a new manufacturing plant in Vietnam. Economic environment and growth indicators Tire and automotive markets were heavily impacted by the Covid-19 pandemic in the ﬁrst half of the year, mainly due to a sharp drop in new vehicle produc- tion volumes globally. OEM vehicle demand is, however, not the main growth indicator for the tire and tire cord business. The main growth drivers in tire markets are the total mileage driven (for passenger vehicle tires) and freight transport indicators (for truck tires). The increasing tire rim size and the environmentally driven shift to ever thinner and stronger tire cord constructions are additional growth drivers for Bekaert’s steel cord products. The electriﬁcation trend of vehicles furthermore boosts demand for lightweight reinforcement solutions thanks to improved acoustics as a result of a lower rolling resistance. Our performance in 2020 Signiﬁcantly aected by the impact of the Covid-19 pandemic in the ﬁrst half of the year, Rubber Reinforcement reported a strong and fast rebound in the second half. The business unit reported a sales decrease of -17.3% for the full year, compared to 2019. The business unit implemented extensive measures to lower the cost structure in order to partly oset the severe impact of the Covid-19 pandemic on demand from tire markets in the ﬁrst half of 2020. The beneﬁts of those eorts delivered their full potential during the rebound in the second half, which resulted in a strong H2 underlying EBIT margin of 12.6%, far exceeding previous reporting periods. The segment reported an underlying EBIT of € 144 million for the full year or 8.8% margin on sales, slightly above last year and the underlying EBITDA margin was 15.1%, up 0.3 ppt. See summary of ﬁnancial review on page 32 for more details on the segment’s ﬁnancial performance. Annual Report Bekaert 2020 18 Expanding for future growth Throughout the Covid-19 crisis, be in the ﬁrst half of the year with the unpar- alleled economic shock in our tire markets, or during the fast recovery all along the second half, Bekaert has beneﬁted from its balanced presence globally. Moreover, thanks to close customer intimacy and ﬂexible and continual delivery, we were able to strengthen our market position in most regions. Running at full capacity in China, Indonesia, India, and EMEA, draws atten- tion to future capacity needs. The construction of the new greenﬁeld plant for rubber reinforcement production in Vietnam is in its ﬁnalization stage. Produc- tion will start in the course of 2022 and will be ramped up to full capacity in line with demand evolutions in the subsequent years. Rewarded for innovation leadership and supplier excellence Bekaert TAWI ® wins prestigious China Patent – Excellence Award Our Bekaert TAWI ® patent was awarded the 21st China Patent Excellence Award. As the only national level award sponsored by the China IP Adminis- tration and World IP Organization, the China Patent Award is very prestigious. TAWI ® is a new generation coating for tire cord ﬁlaments developed by Bekaert. The coating, provides environmentally-friendly beneﬁts as the coating excludes the need for tire makers to add cobalt to the rubber plie compounds. Strategic supplier awards from Prinx Chengshan, General Science (Wuxi Hongdou) and Sailun Several Chinese tire manufacturers have awarded us with strategic supplier or partner awards. Prinx Chengshan gave us the award because of our excellent supply performance and technical co-development. Wuxi Hongdou praised Bekaert as sole tire cord supplier for great achievements made in 2020 for technical upgrade support, delivery and quality performance. Sailun awarded us as strategic supplier. Annual Report Bekaert 2020 19 STEEL WIRE SOLUTIONS Bekaert’s Steel Wire Solutions business unit develops, manufactures and supplies a very broad range of steel wire products and solutions for customers in agriculture, energy & utilities, mining, construction, consumer goods, and the industrial sector in general. To serve customers worldwide, the business unit has a global presence with manufacturing plants in EMEA, US, Latin America and Asia and a sales and distribution network worldwide. Economic environment and growth indicators Steel Wire Solutions is active in a wide number of markets. When focusing on our main markets, the following indicators are key in understanding the business climate in 2020 and the growth drivers in the coming years: » The energy and utility markets of Bekaert Steel Wire Solutions are largely tied to investments in wind turbine parks for which we oer Bezinal ® and the new Bezinox ® coated armoring wires that protect the energy distribution cables against energy losses, and the vast investments in data broadband connections which oer interesting growth opportunities for Bekaert’s strand & lash product solutions that guarantee high quality connectivity at a lower installation cost than the alternatives. » Agriculture is an important sector for the business unit and uses both the traditional product oering of fencing systems and tensioning wire, as well as advanced solutions in horticulture and aquaculture applications. The business unit is extending its oering with additional services and digital solutions that make installation and fence maintenance easy. » The construction markets of Bekaert Steel Wire Solutions are largely tied to developments in public infrastructure, which are driven by government spending. Bekaert has a good presence via global customers in bridge construction works and a very strong market position in the construction markets in Latin America. Due to climate change, growth opportunities arise in geotechnical solutions. The strong Covid-19 response actions enabled Bekaert to keep produc- tion plants open and running, except during some temporary, government- mandated lockdowns. The Steel Wire Solutions business unit was alert and agile in keeping working conditions safe, anticipating and responding to customer needs, and securing raw materials supplies. This enabled us to increase market share in EMEA and Latin America in the course of 2020. Annual Report Bekaert 2020 20 Our performance in 2020 Bekaert’s Steel Wire Solutions business, signiﬁcantly aected by the impact of the Covid-19 pandemic in the second quarter of 2020, saw a turning point early in the third quarter and delivered robust organic sales growth in the last quarter. The business unit reported a sales decrease of -7.9 % for the full year, compared to 2019. Steel Wire Solutions delivered a solid underlying EBIT result of € 96 million and strong underlying EBIT margin on sales of 7.0%, doubling the margin of last year. The strong margin increase was the result of an improved business mix and footprint optimization (reduced impact of lower margin activities), stringent cost control, and the eectiveness of Covid-19 mitigation actions. Underlying EBITDA improved to a double-digit margin of 10.9%. See summary of ﬁnancial review on page 32 for more details on the segment’s ﬁnancial performance. Partnerships fueling growth Going and growing downstream Bekaert and AGRO, a world leading manufacturer of high quality inner- springs, started co-developing and producing high-end steel wire mattress spring systems in Colombia. AGRO-Bekaert Colombia SAS co-develops, manufacture and promote superior value solutions for mattress and upholstery manufacturers in Colombia, Central America and the Caribbean. Experience and expertise came together in a brand new production site in Barranquilla, Colombia, to make this ambition real. Merging the steel wire activities of Proalco-Bekaert and Almasa in Colombia Bekaert and Almasa agreed to merge Proalco SAS (a subsidiary of Bekaert) with the steel wire activities of Almasa SA, both located in Colombia. The partnership intends to create value by combining expertise and resources in oering existing and new steel wire products and solutions to the market. With manufacturing activities in the center and on the Atlantic coast of Colombia, the merger will promote employment, enable export opportu- nities and facilitate the supply of upholstery steel wire for Bekaert’s recently established mattress spring systems joint venture, Agro-Bekaert Colombia SAS, also located along the Atlantic coast. Supporting America’s ambitions to bring internet to rural areas The US Federal Communications Commission plans considerable invest- ments to bring high-speed ﬁxed broadband service to rural homes and small businesses via the Rural Development Opportunity Fund (RDOF). The planned funding amounts to USD 20 billion spread over eight years. This opens opportunities for Bekaert as we have been supplying the energy and utilities markets with guy and messenger wire for strand & lash applications for a long time. Annual Report Bekaert 2020 21 SPECIALT Y BUSINESSES The business unit Specialty Businesses comprises three sub-segments that serve dierent markets. These sub-segments are Building Products; Fiber Technologies; and Combustion Technologies. The characteristics they all three have in common are their high-end product portfolio and advanced technologies, and their continuous search for lightweight solutions and environmentally-friendly applications. Building Products develops and manufactures prod- ucts that reinforce concrete, masonry, plaster and asphalt. Fiber Technologies oers high-end products for ﬁltration, heat-resistant textiles, electroconductive textiles, the safe discharge of static energy, sensor technologies, and the semiconductor business. Combustion Technolo- gies targets heating markets with environmentally-friendly gas and hydrogen burners and residential and commercial heat exchangers. Economic environment and growth indicators Building Products represents the largest part of the business unit’s sales. Business conditions slowed down in 2020 due to temporarily suspended tenders for new public infrastructure projects in anticipation of government incentives and recovery programs, and due to global, pandemic-induced economic uncertainties. The growth potential of Bekaert’s Dramix ® steel ﬁbers for concrete reinforcement remains robust and promising, seen the environmental, ergonomic, and total cost of ownership advantages versus traditional bar and rebar reinforcement. The Fiber Technologies activities saw a demand drop in diesel particulate ﬁlter media due to the slowdown in automotive OEM, oset by increased business in other sectors. Both the Fiber Technologies and the Combus- tion Technologies are orienting their focus on existing and adjacent applications and markets with growth poten- tial arising from megatrends including renewable energy, decarbonization, and sensor technologies. Our performance in 2020 The business unit Specialty Businesses reported a sales decrease of -5.9% for the full year 2020, compared to 2019. » Building Products reported an organic sales decline of -6.7% due to the impact of the pandemic on demand in construction markets, but further strengthened the innovation driven business mix. » Fiber Technologies saw an organic sales decline of -5.2% due to weak demand in automotive, aerospace and aviation applications, which was partly compen- sated by strong growth in ﬁltration solutions, particularly in Asia. Sawing wire sales—integrated within the Fiber Technologies platform since December 2020—were limited and in line with last year. » Combustion Technologies reported ﬂat sales, year-on-year. Specialty Businesses delivered an underlying EBIT result of € 45 million, -13% below last year and reaching an underlying EBIT margin on sales of 11.4% (versus 12.2% last year). The reduction primarily resulted from inventory write-os and other adjustments in Combustion Tech- nologies (€ -5 million), a lower result in Fiber Technolo- gies due to weaker demand for high-value adding prod- ucts, and higher loss generation in (diamond) sawing wire versus last year. The proﬁt contribution of Building Products remained strong. The underlying EBITDA margin of the Business Unit reached 15.5%, slightly below the margin of last year. See summary of ﬁnancial review on page 33 for more details on the segment’s ﬁnancial performance. Actions to realize our ambitions Bekaert and CCL combine Dramix ® with post-tensioning to create innovative concrete reinforcing systems Bekaert is collaborating with CCL, a global specialist in post-tensioning for the building industry, to develop new concrete reinforcing systems that lower the total cost of owner- ship as well as the carbon footprint of concrete constructions. Both companies combine their expertise to create a solution that is unique in the industry of elevated slabs. Annual Report Bekaert 2020 22 The advantages are clear: we reduce labor, transport and material while improving building performance. Moreover, this system enables easier instal- lation which leads to a faster construction cycle and a higher quality assur- ance. As a result, the total cost of ownership and environmental impact are signiﬁcantly reduced. Bekaert invests in Cargo Sous Terrain (CST) Along with other major investors, Bekaert has invested in Cargo Sous Terrain (CST), a complete logistics system for the ﬂexible transport of goods in Switzerland. The project aims at bringing most of the cargo transportation underground through tunnels that connect production and logistics sites with urban centers. Overground, CST plans the distribution of goods to their ﬁnal destination in environmentally-friendly vehicles. The system aims at a reduction of overground trac and the related noise and exhaust emissions. Bekaert supports this ambitious, innovative program by investing capital and by oering technical advice on the concrete reinforcement and elevator solutions that will help realize the project. Micro cables help track industrial products Bekaert produces micro cables with an extreme performance that are used as antenna booster in durable RFID tags, for example in industrial laundering. With this long-lasting antenna, the RFID tags can withstand the harshest industrial environments. RFID tags are progressively used as a replacement for barcodes as they oer added beneﬁts: they can be (bulk) read from a distance even when covered and they are less prone to wear and tear, resulting in a longer lifetime. Murfor ® Compact ® rapidly gains ground Building Products has successfully brought Murfor ® Compact to more applications and territories in 2020. Murfor ® Compact, Bekaert’s high-performance masonry reinforcement, is a sturdy mesh of high tensile strength steel cords, supplied on a roll for thin joint masonry and glued brickwork. This lightweight product is easy to handle and install. As the product can be cut to size on-site, scrap is reduced to an absolute minimum. Mix of Dramix ® and post-tensioning replace traditional passive reinforcement in on-grade applications Annual Report Bekaert 2020 23 BRIDON-BEKAERT ROPES GROUP As a truly global ropes and advanced cords solution provider, Bridon-Bekaert Ropes Group is committed to be the leading innovator and supplier of the best performing ropes and A-Cords for its customers worldwide. The unique combination of technologies in steel wire ropes, synthetic ropes and advanced cords (A-Cords) enables strong dierentiation in high-end markets. BBRG-ropes has a leading position in a very wide range of sectors, including surface and underground mining, oshore and onshore oil & gas, crane & industrial, ﬁshing & marine, and structures. The A-Cords business of BBRG develops and supplies ﬁne steel cords for elevator and timing belts used in construc- tion and equipment markets respectively, and window regulator and heating cords for the automotive sector. Economic environment and growth indicators 2020 saw continued challenging market dynamics in BBRG’s core ropes sectors. Demand from the crane and industrial sector was strong in Asia but slowed down in the US. Growth drivers for the ropes business of BBRG are: the activity levels and investments in mining and oil & gas; the technology shift to high-performance and long-lifetime solutions; synthetic and hybrid ropes; and value creation to customers driven by a reduction in total cost of ownership and by extended service oerings. Weak automotive OEM activity aected demand for regulator and heating cords in the A-Cords business in 2020, while demand from hoisting and timing belt markets held up well. Our performance in 2020 Bridon-Bekaert Ropes Group (BBRG) recorded a sales decline of -13% compared to last year, all of which was driven by lower volumes. Part of the volume decrease was a result of BBRG’s strategy to reduce its presence in lower margin rope applications. The A-Cords (advanced cords) business saw decreased sales in automotive markets and solid demand from elevator and timing belt markets. BBRG accelerated the implementation of the proﬁt restoration program for the ropes activities and further boosted proﬁtability with a stronger business mix and signiﬁcant cost savings and Covid-19 mitigation actions. The A-Cords activities continued to deliver a solid margin performance. The business unit delivered an underlying EBIT of € 34 million at a margin of 7.9% on sales, more than tripling the margin of the previous year. Underlying EBITDA reached a strong margin of 15.1%, compared with 9.0% in 2019. As anticipated, BBRG’s sales and margins trended lower in the second half of the year, due to weaker business conditions in the Americas and less project business and seasonality eects in the second half of the year. See summary of ﬁnancial review on page 33 for more details on the segment’s ﬁnancial performance. Elevating our performance A key priority within Bridon-Bekaert Ropes Group’s strategy was the proﬁt restoration of the ropes activi- ties. The actions implemented in 2020 to strengthen the business mix and reduce the cost level have proven to be very successful and are clearly visible in the results. Another priority was to enhance beneﬁts of scale and optimize the footprint, in order to further improve the oper- ating model and proﬁtability of the business. Expanding our service models Ropes 360 to monitor, control, predict and optimize the lifecycle of ropes As a total solution provider, Bridon-Bekaert Ropes Group oers Ropes 360 services to support and advise customers throughout the lifecycle of the ropes, maximizing the safety of their operations and the ropes’ operational life and hence, reducing the cost. Annual Report Bekaert 2020 24 All eyes on ropes: setting new standards for inspection Together with VisionTek, Bridon-Bekaert has developed the ﬁrst mobile 3D rope measuring and visioning equipment. 360° miniature cameras ﬁrst take high-resolution pictures of the rope, following which the equipment analyzes all data and detects defects through artiﬁcial intelligence and machine learning algorithms. State-of-the-art technology center takes elevator traction testing to new heights Another illustration of our dedication to bring value to our customers is our A-Tec test center in Aalter (Belgium) where we test elevator traction media, such as Flexisteel ® , as well as our customers’ elevator belts. A-Tec is essential in our service toward customers: by performing thorough analysis on new and used elevator products, we lay the foundations for next generations of lifting applications. This ﬁeld return inspection and co-development in new products is an essential part of the co-operation with our customers. Anchoring our presence in oshore wind As a global mooring specialist, Bridon-Bekaert Ropes Group produces ropes for ﬂoating wind turbines and other oshore renewable applications. Floating wind platforms are an answer to further decarbonize the global energy mix and increase security of supply. Keeping multiple large oshore turbines on station in dynamic shallow water conditions brings along unique mission- critical requirements. Bridon-Bekaert meets those requirements. Several partnerships were concluded in the course of 2020 to leverage capabilities and further raise our presence in oshore wind: read more about our partnerships in the 2020 Sustainability Report. 3D rope measuring equipment assess rope quality from all sides The A-Tec center houses simulation equipment to test and improve the performance and lifetime of elevator traction media. Annual Report Bekaert 2020 25 REPORT OF THE BOARD Annual Report Bekaert 2020 27 KEY FIGURES Consolidated sales in millions of € EBIT on sales in % Gross dividend 1 in € (1) The dividend is subject to approval by the General Meeting of Shareholders 2021 3 772 4 098 4 305 4 322 3 715 4 000 5 000 3 000 2 000 1 000 0 20202016 2017 2018 2019 10 8 6 4 0 2 2016 2017 2018 2019 2020 3.4 4.9 3.6 5.6 7.0 8.2 7.8 7.3 6.8 7.2 20202016 2017 2018 2019 0.35 1.10 1.10 1.50 1.00 0.50 0 0.70 1.00 Reported Underlying Combined key ﬁgures in millions of € 2019 2020 Delta Sales 5 132 4 438 -13.5% Capital expenditure (PP&E) 135 120 -11.1% Employees as at 31 December 28 411 27 455 -3.4% Consolidated ﬁnancial statements in millions of € 2019 2020 Delta Income statement Sales 4 322 3 772 -12.7% EBIT 155 257 65.5% EBIT-underlying 242 272 12.5% Interests and other ﬁnancial results -85 -86 1.9% Income taxes -51 -57 10.6% Group share joint ventures 29 34 18.6% Result for the period 48 148 2 07.1% attributable to equity holders of Bekaert 41 135 225.9% attributable to non-controlling interests 7 13 94.3% EBITDA-underlying 468 479 2.3% Depreciation PP&E 212 185 -12.6% Amortization and impairment 37 31 -15.0% Balance sheet Equity 1 532 1 535 0.2% Non-current assets 2 048 1 823 -11.0% Capital expenditure (PP&E) 98 100 1.8% Balance sheet total 4 305 4 288 -0.4% Net debt 977 604 -38.2% Capital employed 2 408 2 063 -14.3% Working capital 699 535 -23.5% Employees as at 31 December 25 090 23 939 -4.6% Ratios EBITDA on sales 9.3% 12.5% Underlying EBITDA on sales 10.8% 12.7% EBIT on sales 3.6% 6.8% Underlying EBIT on sales 5.6% 7.2% EBIT interest coverage 2.5 4.8 ROCE-underlying 9.5% 12.2% ROE 3.2% 9.7% Financial autonomy 35.6% 35.8% Gearing (net debt on equity) 63.8% 39.4% Net debt on EBITDA-underlying 2.1 1.3 Joint ventures and associates in millions of € 2019 2020 Delta Sales 809 665 -17.8% Operating result 90 109 20.0% Net result 73 84 15.8% Capital expenditure (PP&E) 37 20 -45.5% Depreciation 18 12 -31.3% Employees as at 31 December 3 321 3 516 5.9% Group's share net result 29 34 18.6% Group's share equity 161 124 -22.8% Annual Report Bekaert 2020 28 Key ﬁgures per share NV Bekaert SA 2019 2020 Delta Number of shares as at 31 December 60 408 441 60 414 841 = Market capitalization as at 31 December (in millions of €) 1 601 1 641 2.5% Per share in € 2019 2020 Delta EPS 0.73 2.38 226% Gross dividend 0.35 1.00 186% Net dividend 0.245 0.70 186% Share price in € 2019 2020 Delta Price as at 31 December 26.50 27.16 2.5% Price (average) 23.96 19.92 -16.9% * Subject to approval by the General Meeting of Shareholders 2021 ** Subject to the applicable tax legislation 43% 36% 10% 11% RR SWS SPB BBRG Consolidated third party sales by segment Annual Report Bekaert 2020 29 SALES in millions of € Consolidated companies Joint ventures and associates KEY FIGURES PER SEGMENT Rubber reinforcement Underlying 2019 2020 EBIT on sales 8.7% 8.8% EBITDA on sales 14.8% 15.1% ROCE 13.2% 12.4% Combined Sales 2 124 1 742 % of total combined sales 41% 39% Steel wire solutions Underlying 2019 2020 EBIT on sales 3.4% 7.0 % EBITDA on sales 7.1% 10.9% ROCE 7.9 % 17.6% Combined Sales 2 102 1 881 % of total combined sales 41% 42% Specialty businesses Underlying 2019 2020 EBIT on sales 12.2% 11.4% EBITDA on sales 15.7% 15.5% ROCE 22.4% 20.0% Combined Sales 414 389 % of total combined sales 8% 9% BBRG Underlying 2019 2020 EBIT on sales 2.4% 7.9 % EBITDA on sales 9.0% 15.1% ROCE 2.5% 7.4% Combined Sales 489 424 % of total combined sales 10% 10% 20202016 2017 2018 2019 1 614 128 99 129 165 1 738 1 908 171 1 953 1 582 1 500 2 000 2 500 1000 500 0 20202016 2017 2018 2019 424 455 463 489 320 500 300 400 200 100 0 20202016 2017 2018 2019 389 468 411 414 470 600 450 300 150 0 20202016 2017 2018 2019 1 334 548 593 542 621 1 408 1 497 654 1 448 1 322 1 500 2 000 2 500 1000 500 0 Annual Report Bekaert 2020 30 SUMMARY OF FINANCIAL REVIEW Notes Besides IFRS accounts, Bekaert also presents the key underlying business performance parameters of proﬁtability and cash generation, to provide a more consistent and comparable view on the Group’s ﬁnancial performance. These underlying business performance indicators adjust the IFRS ﬁgures for one-o accounting impacts (see note 2.6 Alternative performance measures in the Financial Review). Underlying EBIT performance, year-on-year Bekaert’s underlying EBIT reached € 272 million in 2020, reﬂecting a margin of 7.2% and an increase of € 30 million or +13% compared with last year, despite a -13% sales decline. The agile response to the impact of Covid-19, the structural cost improvement actions, and signiﬁcant business mix improvements more than oset the volume and cost impact of the health crisis. Where the underlying EBIT bridge showed a negative year-on-year transition in the ﬁrst half (€ -34 million), it turned highly positive in the second half (an increase of € +64 million or +56% compared with H2 2019, reaching € 181 million in underlying EBIT and reﬂecting a margin of 9.0%). The strong beneﬁts from business mix improve- ments, the continued mitigation actions, and positive, non-cash inventory valuation eects from increased raw materials prices at year-end, contributed to the strong proﬁtability improvement in the second half of 2020. Sales and ﬁnancial review Sales Bekaert achieved consolidated sales of € 3.8 billion in 2020, well below last year (-12.7%) due to the heavy impact of the Covid-19 pandemic in the ﬁrst half of 2020. The organic sales decline (-9.7%) was driven by lower volumes (-8.3%) and passed-on wire rod price and other price-mix eects for the full year (-1.4%). The currency movements were -3.0% negative. Combined sales totaled € 4.4 billion for the year, down -13.5% from 2019. The solid organic sales growth of Bekaert’s joint ventures in Brazil (+6.8%) was more than oset by the strong devaluation (-33.4%) of the Brazilian real, resulting in a top-line decline of -18.0%. Dividend The Board of Directors will propose to the Annual General Meeting of Shareholders of 12 May 2021, a gross dividend of € 1.00, in line with the company’s pay-out policy. The dividend will, upon approval by the General Meeting of Shareholders, become payable as of 18 May 2021. Financial results Bekaert achieved an operating result (EBIT-underlying) of € 272 million (versus € 242 million last year). This resulted in a margin on sales of 7.2% (5.6% in 2019). The one-o items amounted to € -16 million (€ -87 million in 2019) and mainly included expenses and impairments related to footprint adjustments and other restruc- turing programs, largely oset by the gain on sale of land and building in Belgium and the related reversal of environmental provisions. Including the one-o items, EBIT was € 257 million, representing an EBIT margin on sales of 6.8% (versus € 155 million or 3.6% in 2019). Underlying EBITDA was € 479 million (12.7% margin) compared with € 468 million (10.8%) and EBITDA reached € 473 million, or a margin on sales of 12.5% (versus 9.3%). Overhead expenses (underlying) decreased by € -29 million to 8.9% on sales (versus 8.4% in 2019). Selling and administrative expenses decreased by € -16 million due to a lower cost base from structural cost saving programs and the Covid-19 mitigation actions. Research and devel- opment expenses amounted to € 50 million, compared with € 62 million in 2019, a result of better focus and the savings impact from the 2019 restructuring. Underlying other operating revenues and expenses decreased from € 17 million last year to € 8 million in 2020 due to a reduction in royalties received and impairment losses in 2020 versus provision reversals in 2019. Reported other operating revenues and expenses (€ +51 million) were signiﬁcantly higher than last year (€ +15 million) due to the gain on sale of real estate in Belgium. Interest income and expenses amounted to € -56 million, down from € -66 million in 2019 and a result of lower interests on ﬁnancial derivatives. Other ﬁnancial income and expenses amounted to € -30 million (€ -18 million in 2019) mainly due to adverse realized and unrealized currency translation eects. Income taxes increased from € -51 million to € -57 million. The overall eective tax rate dropped from 73% to 33% Annual Report Bekaert 2020 31 thanks to the rebound in proﬁtability with less impact from loss generating entities, and the reversal of provisions on settled tax cases. The share in the result of joint ventures and associated companies was € +34 million (versus € +29 million last year), reﬂecting the strong performance of the joint ventures in Brazil. The result for the period thus totaled € +148 million, compared with € +48 million in 2019. The result attribut- able to non-controlling interests was € +13 million (versus € +7 million last year) due to the proﬁt increase in entities with minority shareholders, particularly in Latin America. After non-controlling interests, the result for the period attributable to equity holders of Bekaert was € +135 million versus € +41 million last year. Earnings per share amounted to € +2.38, signiﬁcantly up from € +0.73 in 2019. Balance sheet As at 31 December 2020, equity represented 35.8% of total assets, slightly up from 35.6% at year-end 2019. The gearing ratio (net debt to equity) was 39.4%, signiﬁ- cantly down from 63.8% at year-end 2019 due to strong deleveraging. Net debt of € 604 million, down from € 977 million at the close of 2019, resulting in net debt on underlying EBITDA of 1.26, signiﬁcantly down from 2.09 last year. Cash ﬂow statement Cash ﬂows from operating activities amounted to € +505 million, lower than the € +524 million in 2019, mainly as a result of a lower decrease in working capital (contributing € +124 million to cash from operating activities in 2020 versus € +169 million in 2019), partly oset by a higher EBITDA, lower cash-outs on income taxes and lower usage of provisions and employee beneﬁt obligations. Cash ﬂows attributable to investing activities amounted to € -31 million (versus € -91 million in 2019) due to the proceeds from disposal of ﬁxed assets, mainly the sale of land and buildings in Belgium. The cash-out from capital expenditure was about stable compared to last year. Cash ﬂows from ﬁnancing activities totaled € -83 million, compared with € -269 million last year. 2019 included the proceeds from a new retail bond (€ +200 milion) and Schuldschein issue (€ +320 million), more than oset by the repayment of non-current interest-bearing debt instruments (€ -675 million), whereas 2020 included the proceeds of a new retail bond (€ +200 million) which was oset by the repayment of non-current interest-bearing debt instruments (for a total of € -248 million). In addition, 2020 included a lower amount of gross dividend payments (€ -26 million) versus the previous year (€ -53 million). Investment update and other information Investments in property, plant and equipment amounted to € 100 million in 2020, about stable compared to last year (€ 98 million). Alongside the ongoing improvement programs toward higher level performance, Bekaert has determined a number of actions to address structural changes in the market environment. In addressing these, the Group is enhancing the eectiveness of its operating model and process eciencies across the business, while continually evaluating the set-up and usage of its footprint in view of driving sustainable value creation. As part of the global approach and measures: » We announced, on 4 December 2020, the intention to reorganize the global engineering activities, several functional department areas serving the Group’s global or local business needs, and a number of support and technical roles in the production plants in Zwevegem, Belgium. The restructuring plan would aect 160 jobs in Belgium and the intended implementation is scheduled as of 2021 onwards. The negotiations with the social partners are ongoing. » We announced, on 18 December 2020, the decision to cease the loss-making ﬁxed abrasive (diamond) sawing wire activities, located in Jiangyin (China), with immediate eect. The other sawing wire activities, loose abrasive sawing wire and core wire activities, also based in Jiangyin, have been integrated within the Fiber Technologies platform of Bekaert’s Specialty Businesses division. » Also in December 2020, we moved the Combustion Technologies activities in China from Taicang to Jiangyin, where synergies of scale will be leveraged and cost eectiveness enhanced. » Post-balance sheet date, on 5 January 2021, we announced the decision to close BBRG manufac- turing plant in Pointe-Claire, Canada, by the end of May 2021. BBRG will consolidate the North American ropes platform in the US to ensure long-term competitiveness by better leveraging scale, synergies, and eciencies. On 28 September 2020, Bekaert and Almasa reached an agreement on the merger of Proalco SAS (subsidiary of Bekaert) with the steel wire activities of Almasa SA, both located in Colombia. The partnership intends to create value by combining expertise and resources in oering existing and new steel wire products and solutions to the market. The transaction, subject to customary closing conditions including regulatory approvals, is expected to close in the course of the ﬁrst half of 2021. On 31 December 2019, the Company held 3 873 075 treasury shares. Of these 3 873 075 treasury shares, 10 036 shares were transferred to non-executive Annual Report Bekaert 2020 32 Directors of Bekaert as remuneration for the performance of the duties as Chairman or member of the Board of Directors and 13 439 shares were transferred to members of the BGE pursuant to the Bekaert share-matching plan. A total of 10 766 own shares were sold to members of the BGE in the framework of the Bekaert personal shareholding requirement plan. In addition, 29 300 stock options were exercised under the Stock Option Plan 2010-2014 and 29 300 treasury shares were used for that purpose. The company did not purchase any shares in the course of 2020 and no treasury shares were cancelled. As a result, the Company held an aggregate 3 809 534 treasury shares as of 31 December 2020. Segment reports Rubber Reinforcement Sales Bekaert’s Rubber Reinforcement business has been signiﬁcantly aected by the impact of the Covid-19 pandemic in the ﬁrst half of the year, but reported a strong and fast rebound in the second half (sales up +28% from the ﬁrst half). In the fourth quarter of 2020, sales volumes surged +7% higher than the same quarter last year, driven by very strong demand from tire markets in Asia and EMEA and recovering demand for hose reinforcement wire products. The business unit reported a sales decrease of -17.3% for the full year, compared to 2019. This stemmed from lower volumes (-11.5%), unfavorable currency movements (-1.9%), and passed-on wire rod price changes and other price-mix eects (-3.9%). Financial performance The business unit implemented extensive measures to lower the cost structure in order to partly oset the severe impact of the Covid-19 pandemic on demand from tire markets in the ﬁrst half of 2020. The beneﬁts of those eorts delivered their full potential during the rebound in the second half, which resulted in a strong H2 underlying EBIT margin of 12.6%, far exceeding previous reporting periods. The segment reported an underlying EBIT of € 144 million for the full year or 8.8% margin on sales, slightly above last year. Reported EBIT was € 136 million with a margin on sales of 8.3%. The one-o elements (€ -8 million) included restructuring costs, impairment losses and increased environmental provisions. The underlying EBITDA margin was 15.1%, up 0.3 ppt from last year. Capital expenditure (PP&E) amounted to € 37 million and included investments in all continents, particularly in Asia and in Central and Eastern Europe. Combined sale and joint venture performance The Rubber Reinforcement joint venture in Brazil reported ﬂat sales growth at constant exchange rates but the strong devaluation of the Brazilian real aected the top-line by -25%. Including joint ventures, the business unit’s combined sales decreased by -18% versus last year. The margin performance of the Rubber Reinforcement joint venture was strong. The results are accounted for in Bekaert’s Income Statement under the equity method as part of the ‘share in the results of joint ventures and associates’. Steel Wire Solutions Sales Bekaert’s Steel Wire Solutions business, signiﬁcantly aected by the impact of the Covid-19 pandemic in the second quarter of 2020, saw a turning point early in the third quarter and delivered robust organic sales growth in the last quarter (+10% compared to Q4 last year). This organic growth, driven by increased sales in EMEA, China and Latin America was, however, largely oset by adverse currency movements. The business unit reported a sales decrease of -7.9% for the full year, compared to 2019. This stemmed from lower volumes (-3.4%) and unfavorable currency movements (-4.9%). The year-on-year eect of passed-on wire rod price changes and other price-mix eects was about neutral (+0.4%). Overall, demand in most sectors and regions remained below pre-Covid levels until the end of 2020. However, Bekaert’s agile response to customer needs, global access to raw materials, and eective safety measures in the plants, enabled the business unit to keep the operations running and to secure delivery to customers worldwide. This resulted in positive customer appreciation and increased market share. Financial performance Steel Wire Solutions delivered a robust underlying EBIT result of € 96 million and strong underlying EBIT margin on sales of 7.0%, doubling the margin of last year. Reported EBIT was € 88 million with a margin on sales of 6.4%. The one-o elements (€ -8 million) mainly related to restructuring costs. The strong margin increase was the result of an improved business mix and footprint optimization (reduced impact of lower margin activities), stringent cost control, and the eectiveness of Covid-19 mitigation actions. Underlying EBITDA improved to a double-digit margin of 10.9%. Capital expenditure (PP&E) amounted to € 21 million and mainly included investments in Central Europe, China, Chile and Colombia. Annual Report Bekaert 2020 33 Combined sales and joint venture performance The Steel Wire Solutions joint venture in Brazil reported +8.5% sales growth at constant exchange rates but the strong devaluation of the Brazilian real aected the top-line by -16%. Including joint ventures, the business unit’s combined sales decreased by -10.5% versus last year. The margin performance of the Steel Wire Solutions joint venture was strong. The results are accounted for in Bekaert’s Income Statement under the equity method as part of the ‘share in the results of joint ventures and associates’. Specialty Businesses Sales The business unit Specialty Businesses reported a sales decrease of -5.9% for the full year 2020, compared to 2019. This stemmed from lower volumes (-8.7%) and adverse currency eects (-1.4%), partly tempered by positive mix eects (+4.1%). » Building Products reported an organic sales decline of -6.7% due to the impact of the pandemic on demand in construction markets, but further strengthened the innovation driven business mix. » Fiber Technologies saw an organic sales decline of -5.2% due to weak demand in automotive, aerospace and aviation applications, which was partly compen- sated by strong growth in ﬁltration solutions, particularly in Asia. Sawing wire sales—integrated within the Fiber Technologies platform since December 2020—were limited and in line with last year. » Combustion Technologies reported ﬂat sales, year-on-year. Financial performance Specialty Businesses delivered an underlying EBIT result of € 45 million, -13% below last year and reaching an underlying EBIT margin on sales of 11.4% (versus 12.2% last year). The reduction primarily resulted from inventory write-os and other adjustments in Combustion Technologies (€ -5 million), a lower result in Fiber Technologies due to weaker demand for high-value adding products, and higher loss generation in (diamond) sawing wire versus last year. The proﬁt contribution of Building Products remained strong. Reported EBIT was € 36 million with a margin on sales of 9.2%, both exceeding last year’s performance. The one-o elements in 2020 (€ -9 million) were mainly due to restructuring programs in (diamond) Sawing Wire and Combustion Technologies, implemented in China in December 2020. The respective business mix and footprint adjustments will positively inﬂuence the uEBIT performance as of the beginning of 2021. The underlying EBITDA margin reached 15.5%, slightly below the margin of last year. Capital expenditure (PP&E) amounted to € 29 million and mainly included investments in Building Products (Czech Republic and India) and to a lesser extent in Fiber and Combustion Technologies. Bridon-Bekaert Ropes Group Sales Bridon-Bekaert Ropes Group (BBRG) recorded a sales decline of -13% compared to last year, all of which was driven by lower volumes. Part of the volume decrease was a result of BBRG’s strategy to reduce its presence in lower margin rope applications. The A-Cords (advanced cords) business saw decreased sales in automotive markets and solid demand from elevator and timing belt markets. Financial performance BBRG accelerated the implementation of the proﬁt resto- ration program for the ropes activities and further boosted proﬁtability with a stronger business mix and signiﬁcant cost savings and Covid-19 mitigation actions. The A-Cords activities continued to deliver a solid margin performance. The business unit delivered an underlying EBIT of € 34 million at a margin of 7.9% on sales, more than tripling the margin of the previous year. Underlying EBITDA reached a strong margin of 15.1%, compared with 9.0% in 2019. As anticipated, BBRG’s sales and margins trended lower in the second half of the year, due to weaker business conditions in the Americas and less project business and seasonality eects in the second half of the year. Reported EBIT was € 24 million and included € -10 million in one-os, mainly due to impairments related to the planned plant closure in Pointe-Claire, Canada, and restructuring programs in EMEA. The beneﬁts from these restructuring programs are expected to start to ﬂow through from 2021 onwards. BBRG invested € 16 million in PP&E, mainly in ropes plants in the UK and the US and in the Belgian A-Cords plant. Annual Report Bekaert 2020 34 Outlook Despite a fast and strong rebound in several markets in the past months, the global economic uncertainty remains high. The structural improvement actions we have been implementing since the end of 2019 and our agile response to Covid-19 have demonstrated their eectiveness in strengthening Bekaert’s overall performance. Actions to further step up our performance should generate robust progress toward our long term goals: » We project FY 2021 consolidated sales to reach at least € 4 billion, subject to demand and currency evolutions. » We intend to exceed the solid underlying EBIT margin of 2020 by 40-60 bps in 2021. » Net debt on underlying uEBITDA is projected to stay below 1.5 in 2021. The strong performance we delivered in the dicult year 2020 and our determination to stimulate value creation by further enhancing our business portfolio and seizing value growth in robust markets, have made us more conﬁdent about the future potential of Bekaert. We are therefore raising our ambitions for the coming years. Annual Report Bekaert 2020 35 ALTERNATIVE PERFORMANCE MEASURES Capital employed (CE) Working capital + net intangible assets + net goodwill + net property, plant and equipment + net RoU Property, plant and equipment. The weighted average CE is weighted by the number of periods that an entity has contributed to the consolidated result. Capital employed consists of the main balance sheet items that operating management can actively and eectively control to optimize its ﬁnancial performance, and serves as the denominator of ROCE. Capital ratio (ﬁnancial autonomy) Equity relative to total assets. This ratio provides a measure of the extent to which the Group is equity- ﬁnanced. Current ratio Current assets to Current liabilities. This ratio provides a measure for the liquidity of the company. It measures whether a company has enough resources to meet it short-term obligations. Combined ﬁgures Sum of consolidated companies + 100% of joint ventures and associates after elimination of intercompany transactions (if any). Examples: sales, capital expenditure, number of employees. In addition to Consolidated ﬁgures, which only comprise controlled compa- nies, combined ﬁgures provide useful insights of the actual size and perfor- mance of the Group including its joint ventures and associates. EBIT Operating result (earnings before interest and taxation). EBIT consists of the main income statement items that operating manage- ment can actively and eectively control to optimize its proﬁtability, and a.o. serves as the numerator of ROCE and EBIT interest coverage. EBIT – underlying EBIT before operating income and expenses that are related to restructuring programs, impairment losses, busi- ness combinations, business disposals, environmental provisions or other events and transactions that have a material one-o eect that is not inherent to the business. EBIT – underlying is presented to enhance the reader’s understanding of the operating proﬁtability before one-o items, as it provides a better basis for comparison and extrapolation. EBITDA Operating result (EBIT) + depreciation, amortization and impairment of assets + negative goodwill. EBITDA provides a measure of operating proﬁtability before non-cash eects of past investment decisions and working capital assets. EBITDA – underlying EBITDA before operating income and expenses that are related to restructuring programs, impairment losses, busi- ness combinations, business disposals, environmental provisions or other events and transactions that have a material one-o eect that is not inherent to the business. EBITDA – underlying is presented to enhance the reader’s understanding of the operating proﬁtability before one-o items and non-cash eects of past investment decisions and working capital assets, as it provides a better basis for comparison and extrapolation. EBIT interest coverage Operating result (EBIT) divided by net interest expense. The EBIT interest coverage provides a measure of the Group’s capability to service its debt through its operating proﬁtability. Free Cash Flow (FCF) Cash ﬂows from Operating activities - capex + dividends received - net interest paid Free cash ﬂow(FCF) represents the cash available for the company to repay ﬁnancial debt or pay dividends to investors. Gearing Net debt relative to equity. Gearing is a measure of the Group's ﬁnancial leverage and shows the extent to which its operations are funded by lenders versus shareholders. Margin on sales EBIT, EBIT-underlying, EBITDA and EBITDA-underlying on sales. Each of these ratios provides a speciﬁc measure of operating proﬁtability expressed as a percentage on sales. Net capitalization Net debt + equity. Net capitalization is a measure of the Group’s total ﬁnancing from both lenders and shareholders. Net debt Interest-bearing debt net of current loans, non-current ﬁnancial receivables and cash guarantees, short-term deposits, cash and cash equivalents. Net debt is a measure of debt after deduction of ﬁnancial assets that can be deployed to repay the gross debt. Net debt on EBITDA Net debt divided by EBITDA. Net debt on EBITDA provides a measure of the Group’s capability (expressed as a number of years) to repay its debt through its operating proﬁtability. Operating free cash ﬂow Cash ﬂows from Operating activities - capex (net of disposals of ﬁxed assets) Operating cash ﬂow measures the net cash required to support the business (working capital and capital expenditure needs). Return on capital employed (ROCE) Operating result (EBIT) relative to the weighted average capital employed. ROCE provides a measure of the Group’s operating proﬁtability relative to the capital resources deployed and managed by operating management. Return on equity (ROE) Result for the period relative to average equity. ROE provides a measure of the Group’s net proﬁtability relative to the capital resources provided by its shareholders. WACC Cost of debt and cost of equity weighted with a target gearing of 50% (net debt/equity structure) after tax. WACC is used to assess an investor’s return on an investment in the Company. Working capital (operating) Inventories + trade receivables + bills of exchange received + advanced paid - trade payables - advances received - remuneration and social security payables - employ- ment-related taxes. Working capital includes all current assets and liabilities that operating management can actively and eectively control to optimize its ﬁnancial performance. It represents the current component of capital employed. Annual Report Bekaert 2020 36 in millions of € Note annual report 2020 2019 2020 Net debt Non-current interest-bearing debt 1 116 907 L/T Lease Liability - non-current 69 61 Current interest-bearing debt 404 622 L/T Lease Liability - current 20 20 Total ﬁnancial debt 6.18 1 608 1610 Non-current ﬁnancial receivables and cash guarantees (7) (7) Current loans (9) (8) Short-term deposits (50) (50) Cash and cash equivalents (566) (940) Net debt 6.18 977 604 Capital employed Intangible assets 60 55 Goodwill 150 149 Property, plant and equipment 1 350 1 192 RoU Property plant and equipment 149 133 Working capital (operating) 6.8 699 535 Capital employed 2 408 2 063 Weighted average capital employed 2 540 2 235 Working capital (operating) Inventories 783 683 Trade receivables 645 588 Bills of exchange received 60 54 Advances paid 16 19 Trade payables (652) (668) Advances received (19) (16) Remuneration and social security payables (125) (116) Employment-related taxes (9) (9) Working capital (operating) 6.8 699 535 EBIT Underlying to EBIT 5.2 Annual Report Bekaert 2020 37 in millions of € Note annual report 2020 2019 2020 EBITDA EBIT 155 257 Amortization intangible assets 10 10 Depreciation property, plant & equipment 186 161 Depreciation RoU property, plant & equipment 25 24 Write-downs/(reversals of write-downs) on inventories and receivables 7 7 Impairment losses/ (reversals of depreciation and impairment losses) on ﬁxed assets 19 14 EBITDA 403 473 EBITDA - Underlying EBIT - Underlying 242 272 Amortization intangible assets 10 10 Depreciation property, plant & equipment 186 161 Depreciation RoU property, plant & equipment 25 24 Write-downs/(reversals of write-downs) on inventories and receivables 4 7 Impairment losses/ (reversals of impairment losses) on ﬁxed assets 1 5 EBITDA - Underlying 468 479 ROCE EBIT 155 257 Weighted average capital employed 2 540 2 235 ROCE 6.1% 11.5% EBIT interest coverage EBIT 155 257 (Interest income) 5.4 (3) (3) Interest expense 5.4 69 60 (interest element of discounted provisions) 5.4 (4) (3) Net interest expense 62 53 EBIT interest coverage 2.5 4.8 ROE (return on equity) Result for the period 48 148 Average equity (period-weighted) 1 524 1 533 ROE 3.2% 9.7% Annual Report Bekaert 2020 38 Capital ratio (Financial autonomy) Equity 1 532 1 535 Total assets 4 305 4 288 Financial autonomy 35.6% 35.8% Gearing Net debt 977 604 Equity 1 532 1 535 Gearing (net debt on equity) 7. 2 63.8% 39.4% Net debt on EBITDA Net debt 977 604 EBITDA 403 473 Net debt on EBITDA 2.4 1.3 Net debt on EBITDA- Underlying Net debt 977 604 EBITDA-Underlying 468 479 Net debt on EBITDA-underlying 2.1 1.3 Current Ratio Current Assets 2 257 2 466 Current liabilities 1 406 1 589 Current Ratio 1.6 1.6 Operating free cash ﬂow Cash ﬂows from operating activities 524 505 Purchase of intangible assets (4) (3) Purchase of PP&E (95) (104) Purchase of RoU Land (13) - Proceeds from disposals of ﬁxed assets 1 52 Operating free cash ﬂow 414 449 Free Cash Flow (FCF) Cash frows from operating activities 524 505 Purchase of intangible assets (4) (3) Purchase of property, plant and equipment (95) (104) Purchase of RoU Land (13) - Dividends received 19 25 Interest received 3 3 Interest paid (50) (43) Free Cash Flow 384 383 Annual Report Bekaert 2020 39 CORPORATE GOVERNANCE STATEMENT On 1 January 2020, the 2020 Belgian Code on Corporate Governance (the “Code 2020”) and the new Belgian Code on Companies and Associations (the “BCCA”) entered into force and became applicable to Bekaert. The Bekaert Corporate Governance Charter and the Articles of Association of the Company were amended to bring both of them in line with the Code 2020 and the BCCA. Bekaert complies with the provisions of the Code 2020, except with provisions 7.3 and 7.6. Contrary to provision 7.3 of the Code 2020 according to which the Board of Directors should submit the Company’s remuneration policy for non-executive Directors and Executive Management to the General Meeting of Shareholders, the Company did not yet do so. Bekaert waited for the implementation of the European Shareholder Rights Directive II (1) into Belgian law and will submit its remuneration policy to the Annual General Meeting of 12 May 2021. Contrary to provision 7.6 of the Code 2020 according to which non-executive Directors should receive part of their remuneration in the form of shares in the Company, non-executive Directors of Bekaert are recommended, but not required, to hold the value of one ﬁxed annual fee in Bekaert shares during the period of their tenure. Despite the non-mandatory character of this shareholding principle, Bekaert believes that the long-term view of shareholders is fairly represented at the Board consid- ering that the Chairman is partly remunerated in Bekaert shares subject to a three year lock-up and that the non- executive Directors who are appointed upon nomination by the reference shareholder already hold Bekaert shares (or certiﬁcates relating thereto). The Code 2020 is available at www.corporategovernancecommittee.be. The Bekaert Corporate Governance Charter is available at www.bekaert.com. (1) Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encour- agement of long-term shareholder engagement. Board of Directors The Company has adopted the one-tier governance structure: the primary decision-making body is the Board of Directors. The Board of Directors is authorized to carry out all actions that are necessary or useful to achieve the Company’s purpose, except for those for which the General Meeting of Shareholders is authorized by law or by the Articles of Association. The Board of Directors consists of thirteen members, who are appointed by the General Meeting of Share- holders. Seven of the Directors are appointed from among candidates nominated by the principal share- holder. The Chairman and the Chief Executive Ocer are never the same individual. The Chief Executive Ocer is the only Board member with an executive function. All other members are non-executive Directors. Five of the Directors are independent in accordance with the criteria of Article 7:87, §1 of the BCCA and provision 3.5 of the Code 2020: Henriette Fenger Ellekrog (ﬁrst appointed in 2020), Colin Smith (ﬁrst appointed in 2018), Eriikka Söderström (ﬁrst appointed in 2020), Jürgen Tinggren (ﬁrst appointed in 2019) and Mei Ye (ﬁrst appointed in 2014). The Board of Directors met on ten occasions in 2020: there were six regular meetings and four extraordinary meetings. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Corpo- rate Governance Charter, the Board of Directors discussed the following matters, among others, in 2020: » the corporate strategy and strategic projects; » the budget for 2021; » the succession planning at the Board and Executive Management levels; » the Covid-19 pandemic: impact on the Group, mitiga- tion measures and speciﬁc actions (such as, the Annual General Meeting behind closed doors, the reduction of dividend over ﬁnancial year 2019); » the restructuring process and plan in Belgium; » the issuance of retail bonds; » the corporate governance structure; » the mandatory auditor rotation in 2021; » the remuneration and long-term incentives for the Chief Executive Ocer and the other members of the Execu- tive Management; » governance, risk and compliance; » continuous monitoring of the debt and liquidity situation of the Group. Annual Report Bekaert 2020 40 Name First appointed Expiry of current Board term Principal occupation (2) Number of regular/extraor- dinary meetings attended Chairman Jürgen Tinggren (1) May 2019 May 2023 NV Bekaert SA 10 Chief Executive Ocer Oswald Schmid May 2020 May 2022 NV Bekaert SA 7 Matthew Taylor May 2014 May 2020 NV Bekaert SA 2 Members nominated by the principal shareholder Gregory Dalle May 2015 May 2023 Managing Director, Credit Suisse, division Investment Banking and Capital Markets (UK) 10 Charles de Liedekerke May 1997 May 2022 Director of companies 9 Christophe Jacobs van Merlen May 2016 May 2024 Managing Director, Bain Capital Private Equity (Europe), LLP (UK) 9 Hubert Jacobs van Merlen May 2003 May 2022 Director of companies 10 Caroline Storme May 2019 May 2023 R&D Finance Lead Neurology at UCB (Belgium) 10 Emilie van de Walle de Ghelcke May 2016 May 2024 Senior Legal Counsel, Soﬁna (Belgium) 10 Henri Jean Velge May 2016 May 2024 Director of Companies 10 Independent Directors Celia Baxter May 2016 May 2020 Director of companies 2 Henriette Fenger Ellekrog May 2020 May 2021 Chief Human Resources Ocer, Ørsted 6 Pamela Knapp May 2016 May 2020 Director of companies 4 Colin Smith May 2018 May 2022 Independent director of and advisor to companies 9 Eriikka Söderström May 2020 May 2021 Chief Financial Ocer, F-Secure 6 Mei Ye May 2014 May 2022 Independent director of and advisor to companies 10 (1) Jürgen Tinggren is an independent Director. (2) The detailed résumés of the Board members are available at www.bekaert.com Matthew Taylor decided to resign from his position as Director of the Company with eect as of 12 May 2020. The Board of Directors co-opted Oswald Schmid as Director with eect as of 12 May 2020. His mandate as Director was conﬁrmed by the Annual General Meeting of 13 May 2020. Annual Report Bekaert 2020 41 Committees of the Board of Directors Since 1 January 2020, the Board of Directors has two advisory Committees. () Audit, Risk and Finance Committee The Audit, Risk and Finance Committee is composed in accordance with Article 7:99 of the BCCA and provision 4.3 of the Code 2020: all of its four members are non- executive Directors and two of its members, Eriikka Söderström and Jürgen Tinggren, are independent. Eriikka Söderström’s competence in accounting and auditing is demonstrated by her position as Chief Financial Ocer of F-Secure and her former ﬁnance roles in Nokia Networks, Nokia Siemens Networks, Oy Nautor ab, Vacon Plc and Kone Corporation. The members of the Committee have a collective expertise relevant to the sector in which the Company is operating. Hubert Jacobs van Merlen has been appointed by the members of the Committee as the chairman. The Chief Executive Ocer and the Chief Financial Ocer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and the Executive Management. Name Expiry of current board term Number of regular and extraordinary meetings attended Hubert Jacobs van Merlen 2022 5 Charles de Liedekerke 2022 5 Eriikka Söderström (1) 2021 3 Jürgen Tinggren 2023 5 Pamela Knapp (2) 2020 2 (1) As of the Annual General Meeting in May 2020. (2) Until the Annual General Meeting in May 2020. The Committee had four regular and one extraordi- nary meeting in 2020. The Statutory Auditor attended two meetings. In addition to its statutory powers and its powers under the Bekaert Corporate Governance Charter, the Committee discussed the following main subjects: » the ﬁnancing structure of the Group; » the debt and liquidity situation; » the activity reports of the internal audit department; » the reports of the Statutory Auditor; » governance, risk and compliance and review of the major risks and the related mitigation plans under Bekaert’s enterprise risk management program; » the issuance of retail bonds; » the mandatory auditor rotation in 2021; » internal control and risks. (*) The Board of Directors decided to abolish its (i) Strategic Committee immediately following the entry into force of the new Articles of Association; and (ii) the BBRG Committee as of 2020, considering the further integration of BBRG in the Bekaert Group. Nomination and Remuneration Committee The Nomination and Remuneration Committee is composed as required by Article 7:100 of the BCCA: all of its three members are non-executive Directors and the majority of the members is independent. It is chaired by the Chairman of the Board. The Committee’s competence in the ﬁeld of remuneration policy is demonstrated by the relevant experience of its members. Name Expiry of current board term Number of meetings attended Jürgen Tinggren 2023 4 Henriette Fenger Ellekrog (1) 2021 2 Christophe Jacobs van Merlen 2024 4 Celia Baxter (2) 2020 2 (1) As of the Annual General Meeting in May 2020. (2) Until the Annual General Meeting in May 2020. One of the Directors nominated by the principal share- holder and the Chief Executive Ocer is invited to attend the Committee meetings as a guest, without being a member. The Committee met four times in 2020. In addition to its statutory powers and its powers under the Bekaert Corporate Governance Charter, the Committee discussed the following main subjects: » talent, leadership and culture; » succession planning at Board and Executive Manage- ment levels; » the remuneration report; » the remuneration policy; » the variable remuneration for the Chief Executive Ocer and the other members of the Executive Management for their performance in 2019; » target setting for 2020; » the base remuneration for the Chief Executive Ocer and the other members of the Executive Management for 2020. Evaluation The main features of the process for evaluating the Board of Directors, its Committees and the individual Directors are described in this section and in paragraph II.3.4 of the Bekaert Corporate Governance Charter. The Chairman is in charge of organizing periodic performance appraisals through an extensive questionnaire that addresses: » the functioning of the Board or Committee; » the eective preparation and discussion of important issues; » the individual contribution of each Director; » the present composition of the Board or Committee against its desired composition; » the interaction of the Board with the Executive Manage- ment. Annual Report Bekaert 2020 42 Mid-2020 a self-assessment was conducted of the Board of Directors, focusing on the role and responsibilities of the Board and the Board Committees, Board meetings, Board composition and teamwork, relationship with manage- ment, relationship with shareholders, and overall Board eectiveness. Executive Management The Board of Directors has delegated special operational powers to the Bekaert Group Executive (BGE), under the leadership of the Chief Executive Ocer. The BGE has sub-delegated certain of these operational powers to individuals within their functional or operational responsi- bility. The BGE is composed of members representing the global Business Units and the global functions. Matthew Taylor retired from his position as Chief Execu- tive Ocer with eect as of 12 May 2020. As of 12 May 2020, Oswald Schmid acted as the interim Chief Executive Ocer, pending the appointment of a new Chief Execu- tive Ocer. On 2 March 2021, the Board of Directors has appointed Oswald Schmid as Chief Executive Ocer. Rajita D’Souza left the Company per 31 December 2020. Kerstin Artenberg joined the Company as new Chief Human Resources Ocer on 8 February 2021. On 1 April 2021, Yves Kerstens will join Bekaert as Divisional CEO Specialty Businesses and Chief Operations Ocer. Jun Liao will take up the role of China CEO and lead the China Transformation Oce in addition to his current responsibilities as country manager for China. Name Position Appointed Matthew Taylor (1) Chief Executive Ocer 2013 Oswald Schmid Chief Executive Ocer (2) and Chief Operations Ocer 2019 Taouﬁq Boussaid Chief Financial Ocer 2019 Rajita D’Souza (3) Chief Human Resources Ocer 2017 Kerstin Artenberg (4) Chief Human Resources Ocer 2021 Juan Carlos Alonso Chief Strategy Ocer 2019 Curd Vandekerckhove Divisional CEO Bridon-Bekaert Ropes Group 2012 Arnaud Lesschaeve Divisional CEO Rubber Reinforcement 2019 Jun Liao Divisional CEO Specialty Businesses 2018 Stijn Vanneste Divisional CEO Steel Wire Solutions 2016 (1) Until 12 May 2020. (2) Interim Chief Executive Ocer as of 12 May 2020 and Chief Executive Ocer as of 2 March 2021. (3) Until 31 December 2020. (4) As of 8 February 2021. Diversity At Bekaert, we believe in working together to achieve better performance. As a truly global company, we embrace diversity across all levels in the organization, which is a major source of strength for our Company. This applies to diversity in terms of nationality, cultural background, age or gender, but also in terms of capabilities, business experience, insights and views. Nationality diversity Bekaert employs people of 68 dierent nationalities in 42 countries around the world. This diversity is mirrored in all levels of the organization, as well as in the composition of the Board of Directors and the BGE. # people # nationalities # non-native (1) % non-native Board of Directors 13 8 7 54% BGE 8 7 6 75% (1) Non-native = nationality other than the one of the Company, i.e. Belgium. Gender diversity Since the Annual General Meeting of 11 May 2016, the Company is compliant with the legal requirement that at least one third of the members of the Board of Directors are of the opposite gender. Bekaert adopts a recruitment and promotion policy that aims to gradually generate more diversity, including gender diversity. # people % male % female Board of Directors 13 62% 38% BGE 8 87% 13% By 2030, Bekaert aims to reach a gender diversity ratio of 33% at the Bekaert leadership level (BGE + Management functions B13 and above (Hay classiﬁcation reference)). Age diversity # people 30-50 years old over 50 years old Board of Directors 13 31% 69% BGE 8 50% 50% More information on diversity is available in the separate Sustainability Report, issued on 26 March 2021. Annual Report Bekaert 2020 43 Conduct policies Statutory conﬂicts of interest in the Board of Directors In accordance with Article 7:96 of the BCCA, a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he/she has a direct or indirect conﬂict of interest of a ﬁnancial nature with the Company, and should refrain from participating in the discussion of and voting on those items. A conﬂict of interest arose on two occasions in 2020. The provisions of Article 7:96 of the BCCA were complied with. On 3 March 2020, the Board discussed and had to vote on the short-term variable remuneration of the Chief Executive Ocer on account of his 2019 performance (€ 623 102), his base salary and his individual targets for 2020. Excerpt from the minutes: RESOLUTION On the motion of the Nomination and Remuneration Committee, the Board: » approves the proposed short-term variable remunera- tion payable to the Chief Executive Ocer on account of his 2019 performance; » resolves not to increase the base salary for the CEO. RESOLUTION On the motion of the Nomination and Remuneration Committee, the Board approves the proposed short-term variable remuneration objectives for the CEO in respect of 2020. On 19 November 2020, the Board of Directors discussed and had to vote on a discretionary bonus for the interim Chief Executive Ocer. Excerpt from the minutes: RESOLUTION Upon the recommendation of the Nomination and Remu- neration Committee, the Board approves a discretionary bonus of € 155 000 to be paid to the interim CEO after one year of service as interim CEO (to be prorated if his role as interim CEO will actually be shorter or longer than one year). The Board of Directors discussed the succession of the Chief Executive Ocer at several occasions. The Chief Executive Ocer and the interim Chief Executive Ocer refrained from participating at these discussions. Other transactions with Directors and Executive Management The Bekaert Corporate Governance Charter contains conduct guidelines with respect to direct and indirect conﬂicts of interest of the members of the Board of Directors and the BGE that fall outside the scope of Article 7:96 of the BCCA. Those members are deemed to be related parties to Bekaert and have to report their direct or indirect transactions with Bekaert or its subsidiaries. Bekaert is not aware of any potential conﬂict of interest concerning such transactions occurring in 2020 (cf. Note 7.4 to the consolidated ﬁnancial statements). Code of Conduct The Board of Directors has approved the Bekaert Code of Conduct, which was ﬁrst issued on 1 December 2004 and last updated in October 2020. The Bekaert Code of Conduct describes how the Bekaert values (We act with integrity – We earn trust – We are irrepressible!) are put into practice. It provides principles to follow when confronted with ethical choices and compli- ance matters. The Bekaert Code of Conduct is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 3. Market abuse The Board of Directors has adopted the Bekaert Dealing Code on 28 July 2016, which became eective on 3 July 2016. The Bekaert Dealing Code is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 4. The Bekaert Dealing Code restricts transactions in Bekaert financial instruments by members of the Board of Directors, the BGE, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the disclosure of executed transactions by leading managers and their closely associated persons through a notification to the Company and to the Belgian Financial Services and Markets Code Officer for purposes of the Bekaert Dealing Code. Authority (FSMA). The Company Secretary is the Dealing Annual Report Bekaert 2020 44 Remuneration Report In accordance with article 7:89/1 of the BCCA, the Board of Directors will submit a remuneration policy for the members of the Board of Directors and the Executive Management (members of the BGE), applicable as from 1 January 2021, to the vote of its shareholders at the General Meeting of Shareholders on 12 May 2021. The Company will publish its remuneration policy on its website after the vote, together with the results of the vote. Any material change to this policy will then have to be approved by the General Meeting of Shareholders, on the motion of the Board of Directors, acting upon proposal from the Nomination and Remuneration Committee (“NRC”). Therefore, any reference to “remuneration policy” in the text below is covering the description of the procedure used in 2020 for developing and setting the remuneration of the members of the Board of Directors and the BGE; and should not be seen as the formal implementation of the remuneration policy in accordance with article 7:89/1 of the BCCA. 1. Description of the procedure used in 2020 for (i) developing a remuneration policy for the non-executive Directors and Executive Management and (ii) setting the remuneration of the individual Directors and Executive Managers The remuneration policy and the remuneration for the non-executive Directors has been determined by the General Meeting of Shareholders on the motion of the Board of Directors, acting upon proposals from the NRC. The policy was approved by the Annual General Meeting of 10 May 2006 and amended by the Annual General Meet- ings of 11 May 2011, 14 May 2014 and of 13 May 2020. The remuneration policy and the remuneration for the Chief Executive Ocer has been determined by the Board of Directors, acting upon proposals from the NRC. The Chief Executive Ocer is absent from this process, and does not take part in the voting nor the deliberations in this regard. The NRC ensures that the Chief Executive Ocer’s contract with the Company reﬂects the remuneration policy. A copy of the Chief Executive Ocer’s contract is available to any Director upon request to the Chairman. The remuneration policy and the remuneration for the members of the BGE other than the Chief Executive Ocer has been determined by the Board of Directors acting upon proposals from the NRC. The Chief Executive Ocer has an advisory role in this process. The NRC ensures that the contract of each BGE member with the Company reﬂects the remuneration policy. A copy of each such contract is available to any Director upon request to the Chairman. 2. Statement of the remuneration policy used in 2020 for the Board of Directors and members of the BGE Board of Directors PURPOSE AND LINK TO STRATEGY Remuneration is set at a level that is sucient to attract non-executive Directors with competences required to match the Company’s international ambition. They are set to reward non-executive Directors for their role as Board member and speciﬁc role as Chairman of the Board, or Chairman or member of the Board Committees, as well as their resulting responsibilities and commitments in time. OPERATION Chairman of the Board of Directors » The remuneration of the Chairman is determined at the beginning of his term of oce, and is in principle set for the duration of such term. » The remuneration of the Chairman is determined by the General Meeting of Shareholders on the motion of the Board of Directors, acting upon proposals from the NRC. » Fees are paid partly in cash and partly in Company shares, subject to a three-year holding period from grant date. Other non-executive Directors » The remuneration of the other non-executive Directors is determined for the running ﬁnancial year. » The remuneration of the other non-executive Directors is determined by the General Meeting of Shareholders on the motion of the Board of Directors, acting upon proposals from the NRC. » Fees are paid in cash, but with the option each year to receive part (0%, 25% or 50%) in Company shares. The remuneration of the Chairman and of the other non-executive Directors is regularly benchmarked with a selected panel of relevant publicly traded industrial Belgian and international companies of similar size and complexity. Executive Director Without prejudice to his remuneration in his capacity as Executive Manager, the Chief Executive Ocer is not enti- tled to receive remuneration for his mandate as executive Director. FEE STRUCTURE A modular fee structure is applied for non-executive Directors to ensure that the remuneration fairly reﬂects their role as Board member and speciﬁc role as Chairman of the Board of Directors, or Chairman or member of the Board Committees, as well as their resulting responsi- Annual Report Bekaert 2020 45 bilities and commitment in time. The remuneration of the Chairman of the Board of Directors is set as follows: » a ﬁxed amount of € 200 000 per year; » a ﬁxed amount of € 300 000 per year converted into a number of Company shares by applying an average share price; the applied average share price will be the average of the last ﬁve closing prices preceding the date of the grant; the Company shares are granted on the last trading day of May of the relevant year and are blocked for a period of three years as from the grant date. The remuneration of each non-executive Director, except the Chairman, is set as follows: » a ﬁxed amount of € 70 000 for the performance of the duties as a member of the Board; » a ﬁxed amount of € 20 000 for the performance of the duties as member or Chairman of a Board Committee, and an additional ﬁxed amount of € 5 000 for the Chairman of the Audit, Risk and Finance Committee. » The ﬁxed amounts for Board Committee membership or Board Committee chairing are paid on top of the ﬁxed amount for performance of duties as a member of the Board. PERFORMANCE MEASURES The Chairman and the other non-executive Directors do not receive any performance-related remuneration that is directly related to the results of the Company. They are not entitled to participate in any of the Company’s incentive plans and do not receive stock options or pension beneﬁts. SHAREHOLDING Contrary to provision 7.6 of the Code 2020 according to which non-executive Directors should receive part of their remuneration in the form of shares in the Company, non- executive Directors are recommended, but not required, to hold the value of one ﬁxed annual fee in Company shares during the period of their tenure. Despite the non-mandatary character of this share-holding principle, the Company believes that the long-term view of shareholders is fairly represented at the Board consid- ering that the Chairman is partly remunerated in Company shares subject to a three year lock-up; and seven of the twelve non-executive Directors are appointed upon nomination by the reference shareholder and already hold Company shares (or certiﬁcates relating thereto). OTHER ITEMS Expenses that are reasonably incurred in the performance of their duties are reimbursed to Directors, upon submis- sion of suitable justiﬁcation. In making such expenses, the Directors should take into account the Board Member Expense Policy. Members of the BGE PURPOSE AND LINK TO STRATEGY The Company oers competitive total remuneration packages with the objective to attract and retain the best executive and management talent in every part of the world in which the Group is operating. Remuneration is set to reward Executive Managers for performance that creates positive short-term and long-term business results and value creation for the Company. Executive remuneration consists out of ﬁxed pay, bene- ﬁts and allowance, short-term incentives and long-term incentives. In addition, Executive Managers are required to build and retain a minimum personal holding in Company shares. » Fixed pay is the ﬁxed remuneration paid to an Executive Manager for responsibilities of the job. The Company aims to ensure ﬁxed pay is competitive compared with median market practice. The Executive Manager’s potential for further growth, as well as sustained past performance, drive how ﬁxed pay evolves over time. » Short-term incentives aim to motivate Executive Managers to support and drive the Company’s short- term goals considering a one-year performance horizon. Company overall performance, business unit perfor- mance and individual performance drive the ultimate outcome. » Long-term incentives reward Executive Managers for contributing to the achievement of the Company’s long- term strategy considering a three-year performance horizon. Performance metrics are objective ﬁnancial metrics aligned with the Company strategy. » Beneﬁts and allowance are aligned with local practice and local policies; they are designed to be competitive and cost eective. This includes pension beneﬁts aiming to support Executive Managers in their retirement planning. » A minimum personal shareholding requirement aims to align the interest of the Executive Managers with those of the long-term shareholders by creating a link between their personal wealth and the Company’s long-term performance. This is facilitated by a voluntary share- matching program. The remuneration of the Executive Management is bench- marked periodically, but not annually, with a selected panel of relevant publicly traded industrial Belgian and interna- tional references. Executive remuneration is aligned with the remuneration policy of the Group. Annual Report Bekaert 2020 46 REMUNERATION STRUCTURE Executive remuneration consists out of ﬁxed pay, beneﬁts and allowance, short-term incentives and long-term incen- tives. In addition, Executive Managers are required to build and retain a minimum personal holding in Company shares. OPERATION The remuneration of both the Chief Executive Ocer (in his capacity as Executive Manager) and the other BGE members is determined by the Board of Directors acting on a reasoned recommendation from the NRC. Fixed pay » Fixed pay is set by the Board on the recommendation of the NRC with reference to a selected peer group. » Annual increases are decided by the Board on the recommendation of the NRC, and are generally aligned with the average salary increases applying to the broader employee population unless there were signiﬁcant changes to an individual’s role and/or responsibilities during the year. Short-term incentives (“STI”) » STI for Executive Managers are fully aligned with the Bekaert Variable Pay Plan for all managers worldwide. » STI is earned by reference to performance from 1 January to 31 December, and is paid after the year-end of the ﬁnancial year to which it relates. » Objectives are set by the Board of Directors at the begin- ning of the year upon the recommendation of the NRC. Those objectives include a weighted average of Group, business unit and individual targets, both ﬁnancial and non-ﬁnancial, which are relevant in evaluating the annual performance of the Group and progress achieved against the agreed strategic objectives. They are evalu- ated annually by the Board of Directors. Long-term incentives (“LTI”) » Executive Managers participate in the Bekaert Perfor- mance Share Plan for all senior managers worldwide. » Performance share units are granted each year and represent a conditional Company share that vests after three years upon achievement of pre-set performance conditions. » At the beginning of each three-year performance period, the NRC recommends a set of performance criteria based on objective ﬁnancial metrics derived from the long-term business plan. Those three-year performance criteria are documented and submitted by the NRC to the full Board of Directors for approval. » The precise vesting level of the performance share units will depend upon the actual achievement level of the vesting criterion, with no vesting at all if the actual perfor- mance is below the deﬁned minimum threshold. Upon achievement of said threshold, there will be a minimum vesting of 50% of the granted performance share units; full achievement of the agreed vesting criterion will lead to a par vesting of 100% of the granted performance share units, whereas there will be a maximum vesting of 300% of the granted performance share units if the actual performance is at or above an agreed ceiling level. » Vested performance share units are delivered in the ﬁnancial year following the performance period. In Europe, this is delivered in Company shares whereas in the rest of the world this is paid in cash. » Upon vesting, the beneﬁciaries will also receive the value of the dividends relating to the previous three years with respect to such (amount of) performance shares to which the eectively vested performance share units relate. PERFORMANCE MEASURES » The set of performance criteria used to evaluate the STI is a basket of ﬁnancial targets (gross proﬁt, underlying EBITDA and working capital) and non-ﬁnancial targets (such as safety, implementation of transformation programs, improvement on engaged and empowered teams), combined with speciﬁc individualized objec- tives. » The performance criteria used to evaluate the long-term remuneration are speciﬁc company ﬁnancials; more in particular an EBITDA growth target and a cumulative cash ﬂow target. OPPORTUNITY » The target value of the STI of the Chief Executive Ocer is 75% of ﬁxed pay, and 60% of ﬁxed pay for the other members of the BGE. The maximum opportunity is 200% of this target. » The target value of the LTI of the Chief Executive Ocer is 85% of ﬁxed pay, and 65% of ﬁxed pay for the other members of the BGE. The maximum vesting is 300% of the target. At par level, the value of the variable remuneration elements of the Chief Executive Ocer and the other members of the BGE exceeds 25% of their total remuneration. More than half of this variable remuneration is based on criteria over a period of three years. MINIMUM SHAREHOLDING REQUIREMENT The Chief Executive Ocer and the other members of the BGE are required to build a personal shareholding in Company shares within ﬁve years from the time of appointment, and to maintain this level for the full period of appointment. In order to facilitate this, the Company oers a voluntary share-matching plan. The Company matches a personal Annual Report Bekaert 2020 47 investment in Company shares in a given year (up to a maximum 15% of actual gross STI) with a direct grant of Company shares in the third calendar year following this investment, provided the Executive Manager holds on the personal shares. In case the BGE member leaves the Company before the end of the holding period, the Company will match 1/3rd per started calendar year. No matching occurs in case of resignation or termination for cause. The retention period for matching shares expires three years after granting these shares in so far the minimum shareholding requirement has been met. 3. Remuneration of the non-executive Directors in respect of 2020 The amount of the remuneration granted directly or indirectly to the non- executive Directors, by the Company or its subsidiaries, in respect of 2020 is set forth on an individual basis below. The non-executive Directors only receive ﬁxed remuneration, partially paid out in cash and partially in shares (cfr. section 4). in € Period covering ﬁxed amount Fixed amount for performance of duties as a member of the Board Fixed amount for Board Committee membership and/ or chairing Total Jürgen Tinggren (1) 01.01.2020 - 31.12.2020 450 000 (2) n.a. 450 000 Charles de Liedekerke (3) 01.01.2020 - 31.12.2020 63 000 20 000 83 000 Hubert Jacobs van Merlen (4) 01.01.2020 - 31.12.2020 63 000 25 000 88 000 Mei Ye 01.01.2020 - 31.12.2020 63 000 (2) 63 000 Gregory Dalle 01.01.2020 - 31.12.2020 63 000 (2) 63 000 Emilie van de Walle de Ghelcke 01.01.2020 - 31.12.2020 63 000 (2) 63 000 Christophe Jacobs van Merlen (5) 01.01.2020 - 31.12.2020 63 000 (2) 20 000 83 000 Henri Jean Velge 01.01.2020 - 31.12.2020 63 000 (2) 63 000 Colin Smith 01.01.2020 - 31.12.2020 63 000 63 000 Caroline Storme 01.01.2020 - 31.12.2020 63 000 63 000 Henriette Fenger Ellekrog (5) 13.05.2020 - 31.12.2020 31 500 10 000 41 500 Eriikka Söderström (3) 13.05.2020 - 31.12.2020 31 500 10 000 41 500 Celia Baxter (5) 01.01.2020 - 13.05.2020 31 500 10 000 41 500 Pamela Knapp (3) 01.01.2020 - 13.05.2020 31 500 10 000 41 500 Total Directors’ Remuneration 1 248 000 (1) Chairman, Chairman of the Nomination and Remuneration Committee, member of the Audit, Risk and Finance Committee. (2) Combination of a cash payment and a share grant, reference is made to section 4 for more details (3) Member of the Audit, Risk and Finance Committee (4) Chairman of the Audit, Risk and Finance Committee (5) Member of the Nomination and Remuneration Committee Annual Report Bekaert 2020 48 Upon proposal of the Board of Directors, the ﬁxed amount with respect to 2020 for performance of duties as a member of the Board was reduced with 10% in light of the possible impact of the Covid-19 pandemic, and in line with the salary reduction implemented for the Executive and Senior Management. Also for the Chairman the 10% reduction was applied in calendar year 2020. This reduction is already reﬂected in the table above. 4. Share-based remuneration for non-Executive Directors The ﬁxed fee of the Chairman is paid partly in cash and partly in Company shares, subject to a three-year holding period from grant date. For the other non-executive Directors, the ﬁxed fee for performance of duties as a member of the Board are paid in cash, but with the option each year to receive part (0%, 25% or 50%) in Company shares. Set out below are the number of Company shares granted to non-executive Directors in 2020. Non-executive Director Percentage shares Gross amount in € Number of shares after taxes End retention period Chairman Jürgen Tinggren 60% 270 000 6 627 29/05/2023 Non-executive Directors nominated by the principal shareholder Gregory Dalle 50% 31 500 943 n.a. Charles de Liedekerke 0% 0 0 n.a. Christophe Jacobs van Merlen 50% 31 500 912 n.a. Hubert Jacobs van Merlen 0% 0 0 n.a. Caroline Storme 0% 0 0 n.a. Emilie van de Walle de Ghelcke 25% 15 750 393 n.a. Henri Jean Velge 50% 31 500 786 n.a. Independent non-executive Directors Celia Baxter Not applicable Henriette Fenger Ellekrog 0% 0 0 n.a. Pamela Knapp Not applicable Collin Smith 0% 0 0 n.a. Eriikka Söderström 0% 0 0 n.a. Mei Ye 25% 15 750 375 n.a. Total 396 000 10 036 Annual Report Bekaert 2020 49 5. Remuneration of the Chief Executive Ocer in respect of 2020 in his capacity as executive Director Without prejudice to their remuneration in their capacity as Executive Manager, the Chief Executive Ocer and the Interim Chief Executive Ocer did not receive remuneration for their mandate as executive Director. 6. Remuneration of the Chief Executive Ocer in respect of 2020 The amount of the remuneration and other beneﬁts granted directly or indirectly to the Chief Executive Ocer and the Interim Chief Executive Ocer, by the Company or its subsidiaries, in respect of 2020 for his (Interim) Chief Executive Ocer role is set forth below: Chief Executive Ocer Interim Chief Executive Ocer Total Comments Matthew Taylor Oswald Schmid Period 01.01.2020 12.05.2020 12.05.2020 31.12.2020 Fixed pay 316 538 353 026 669 564 Includes base remuneration as well as foreign director fees and the extra responsibility premium for the Interim CEO STI 0 312 500 312 500 Annual variable remuneration, based on 2020 performance LTI 0 0 0 Value of vested performance share units (performance period 2017-2019) and vested stock options. Pension 70 088 49 212 119 3 00 Deﬁned Contribution and Cash Balance pension plans Share- matching 83 829 0 83 829 2020 Company matching of 2018 personal investment in Company shares (4 634 units matched) Other remuneration elements 20 923 19 411 40 334 Includes company car and risk insurances Total remuneration 491 378 734 149 1 225 527 Variable remuneration expressed as % of total 17% 43% 32% Sum of STI, LTI and Share-Matching Fixed remuneration expressed as % of total 83% 57% 68% Sum of Fixed Pay, Pension and Other Fixed pay of Executive and Senior Management, including the Chief Executive Ocer and the Interim Chief Executive Ocer, was reduced with 10% in the context of Covid-19 as an act of solidarity with employees impacted by unemployment following the pandemic. This reduction is already reﬂected in the above table. Annual Report Bekaert 2020 50 The evaluation of STI performance criteria over 2020 leads to a payout of 145% versus target for the Interim Chief Executive Ocer. The under- lying performance measures for 2020 were linked with ﬁnancial targets (gross proﬁt, underlying EBITDA, working capital), non-ﬁnancial targets (improvement on engaged and empowered teams) combined with speciﬁc individualized objectives. The Company does not disclose the actual targets per criterion, as this would require the disclosure of commercially sensitive information. In accordance with the plan rules of the variable pay plan, no STI has been paid to the former Chief Executive Ocer in relation to 2020. The vesting criterion with regard to the performance share units issued in December 2017, in relation to the 2018-2020 performance horizon, did not meet the threshold level. As a consequence none of the performance share units granted in December 2017 vested in 2020. The underlying performance measures were linked with EBIDTA growth targets and a cumulative cash ﬂow target. The Company does not disclose the actual targets per criterion, as this would require the disclosure of commercially sensitive information. The exercise price of stock options in relation to the previous long-term incentive plans which vested in 2020 was lower than the closing price of a Company share upon vesting date. 7. Remuneration of the other members of the BGE in respect of 2020 The amount of the remuneration and other beneﬁts granted directly or indirectly to the BGE members other than the Chief Executive Ocer and the Interim Chief Executive Ocer, by the Company or its subsidiaries, in respect of 2020 is set forth below on a global basis. Remuneration Comments Fixed pay 2 814 284 Includes base remuneration as well as foreign director fees STI 2 224 981 Annual variable remuneration, based on 2020 performance LTI 0 Value vested performance share units (performance period 2017-2019) and vested stock options or stock appreciation rights Pension 626 099 Deﬁned Contribution, Deﬁned Beneﬁt and Cash Balance pension plans Share-matching 91 307 2020 Company matching of 2018 personal investment in Company shares (3 206 units matched ) Other remuneration elements 401 391 Includes company car, risk insurances, school fees and housing allowance Total remuneration 6 158 062 Variable remuneration expressed as % of total 38% Sum of STI, LTI and Share-Matching Fixed remuneration expressed as % of total 62% Sum of Fixed Pay, Pension and Other Annual Report Bekaert 2020 51 The remuneration of Oswald Schmid in his capacity of Chief Operations Ocer up to 12 May 2020 is included in the above table, whilst his remuneration in his capacity as Chief Operations Ocer and Interim Chief Executive Ocer as of 12 May 2020 is included in section 6 above. Fixed pay of Executive and Senior Management was reduced with 10% in the context of Covid-19 as an act of solidarity with employees impacted by unemployment following the pandemic. This reduction is already reﬂected in the above table. The evaluation of STI performance criteria over 2020 leads to a payout of 125% (weighted average) versus target for the other members of the BGE. The underlying performance measures were linked with ﬁnancial targets (gross proﬁt, underlying EBITDA, working capital), non-ﬁnancial targets (improvement on engaged and empowered teams) combined with speciﬁc individualized objectives. The Company does not disclose the actual targets per criterion, as this would require the disclosure of commercially sensitive information. The vesting criterion with regard to the performance share units issued in December 2017, in relation to the 2018-2020 performance horizon, did not meet the threshold level. As a consequence, none of the performance share units granted in December 2017 vested in 2020. The underlying performance measure was linked with the increase of the share price. The Company does not disclose the actual targets per criterion, as this would require the disclosure of commercially sensitive information. The exercise price of stock options in relation to the previous long-term incentive plans which vested in 2020 was lower than the closing price of a Company share upon vesting date. The pension expense captures a combination of several pension arrangements in place in the dierent work locations of the BGE members; being Belgium, France and China. The amount mentioned in the above table represents the annual employer contribution for the relevant deﬁned contributions plans, the accrued pay credit for the relevant cash balance plan, the employer contribution into the mandatory second pillar arrange- ments and IAS19 service cost for deﬁned beneﬁt plans with a collective funding basis. 8. Share-based remuneration for members of the BGE As of 2018, the long-term incentives are delivered solely through performance share units granted under the 2018- 2020 Performance Share Plan proposed by the Board of Directors and approved by the Annual General Meeting on 9 May 2018. Up to 2017 long-term incentives have been based on a combination of stock options (or, outside of Europe, stock appreciations rights) and performance share units. The Chief Executive Ocer and the other members of the BGE participate in a voluntary share-matching plan. Performance Share Units Performance share units related to the performance period 2020-2022 have been granted to the Executive Management on 21 January 2020. Company ﬁnancials retained as performance targets covering the 2020-2022 performance period are EBITDA Underlying growth and elements of cumulative cash ﬂow. Because of the exceptional circumstances caused by Covid-19, the Board of Directors has amended the long- term incentive targets for the period 2020-2022 with respect to the performance share units that have been granted in January 2020. The tables below set forth the overview of share-based remuneration granted to BGE members, including the main characteristics of each plan. Annual Report Bekaert 2020 52 Plan Name Performance Period Performance Measures Grant Date Vesting Date Number of PSU granted Number of unvested PSU start of year Granted Forfeited/ Expired Delivered Number of unvested PSU end of year Matthew Taylor - Chief Executive Ocer PSP 2015-2017 2018-2020 Share price 21/12/2017 31/12/2020 6 500 6 500 0 (6 500) 0 0 PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 15/02/2019 31/12/2021 32 671 32 671 0 (10 890) 0 21 781 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 27 683 0 27 683 (18 455) 0 9 228 TOTAL 39 171 27 283 (35 846) 0 31 008 Oswald Schmid - Interim Chief Executive Ocer (as of 12 May 2020) and Chief Operations Ocer PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 10 957 0 10 957 0 0 10 957 TOTAL 0 10 957 0 0 10 957 Taouﬁq Boussaid - Chief Financial Ocer PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 26/07/2019 31/12/2021 10 478 10 478 0 0 0 10 478 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 9 810 0 9 810 0 0 9 810 TOTAL 10 478 9 810 0 0 20 288 Rajita D’Souza - Chief Human Resources Ocer PSP 2015-2017 2018-2020 Share price 01/09/2017 31/12/2020 5 000 5 000 0 (5 000) 0 0 PSP 2015-2017 2018-2020 Share price 21/12/2017 31/12/2020 2 500 2 500 0 (2 500) 0 0 PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 15/02/2019 31/12/2021 11 897 11 8 97 0 (11 897) 0 0 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 10 271 0 10 271 (10 271) 0 0 TOTAL 19 397 10 271 (29 668) 0 0 Juan Carlos Alonso - Chief Strategy Ocer PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 26/07/2019 31/12/2021 9 391 9 391 0 0 9 391 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 8 409 0 8 409 0 8 409 TOTAL 9 391 8 409 0 0 17 800 Curd Vandekerckhove – Div. CEO BBRG PSP 2015-2017 2018-2020 Share price 21/12/2017 31/12/2020 2 500 2 500 0 (2 500) 0 0 PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 15/02/2019 31/12/2021 11 9 62 11 962 0 0 0 11 96 2 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 10 447 0 10 447 0 0 10 447 TOTAL 14 462 10 447 (2 500) 0 22 409 Stijn Vanneste – Div. CEO SWS PSP 2015-2017 2018-2020 Share price 21/12/2017 31/12/2020 2 500 2 500 0 (2 500) 0 0 PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 15/02/2019 31/12/2021 9 321 9 321 0 0 0 9 321 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 8 378 0 8 378 0 0 8 378 TOTAL 11 821 8 378 (2 500) 0 17 699 Annual Report Bekaert 2020 53 Plan Name Performance Period Performance Measures Grant Date Vesting Date Number of PSU granted Number of unvested PSU start of year Granted Forfeited/ Expired Delivered Number of unvested PSU end of year Arnaud Lesschaeve – Div. CEO RR PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 26/07/2019 31/12/2021 6 142 6 142 0 0 0 6 142 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 9 428 0 9 428 0 0 9 428 TOTAL 6 142 9 428 0 0 15 570 Jun Liao – Div. CEO SPB PSP 2015-2017 2018-2020 Share price 21/12/2017 31/12/2020 1 250 1 250 0 (1 250) 0 0 PSP 2018-2020 2019-2021 EBITDA-U & Cum. CF 15/02/2019 31/12/2021 12 663 12 663 0 0 0 12 663 PSP 2018-2020 2020-2022 EBITDA-U & Cum. CF 21/01/2020 31/12/2022 10 997 0 10 997 0 0 10 997 TOTAL 13 913 10 997 (1 250) 0 23 660 Stock Options Set out below are the number of stock options exercised or forfeited in 2020 in relation to the previous long-term incentive plans for BGE members. Where applicable, the table includes grants made prior to BGE appointment. The options have been oered to the beneﬁciaries free of charge. Each accepted option entitles the holder to acquire one existing share of the Company against payment of the exercise price, which is conclusively deter- mined at the time of the oer and which is equal to the lower of: (i) the average closing price of the Company shares during the thirty days preceding the date of the oer, and (ii) the last closing price preceding the date of the oer. Subject to the closed and prohibited trading periods and to the plan rules, the options can be exercised as from the beginning of the fourth calendar year following the date of their oer until the end of the tenth year following the date of their oer. The stock options that were exercisable in 2020 are based on the grants of the Stock Option Plan 2015-2017 and on the predecessor plans to the Stock Option Plan 2015-2017. The terms of the earlier plans are similar to those of the Stock Option Plan 2015-2017, but the options that were granted to employees under the predecessor plans to the Stock Option Plan 2010-2014 took the form of subscription rights entitling the holders to acquire newly issued Company shares, while self-employed beneﬁciaries were entitled to acquire existing shares. Annual Report Bekaert 2020 54 Main plan characteristics Movement over 2020 Plan Name Oer date Grant date Vesting Date End exercise period Number of options granted Exercise price (in €) Number of SOP start of year Forfeited/ Expired Exercised Number of SOP end of year Matthew Taylor – Chief Executive Ocer SOP 2010-2014 19/12/2013 17/02/2014 01/01/2017 18/12/2023 80 000 25.380 60 000 0 0 60 000 SOP 2010-2014 18/12/2014 16/02/2015 01/01/2018 17/12 /2024 86 000 26.055 86 000 0 0 86 000 SOP 2015-2017 17/12/2015 15/02/2016 01/01/2019 16/12/2025 25 000 26.375 25 000 0 0 25 000 SOP 2015-2017 15/12/2016 13/02/2017 01/01/2020 14/12/2026 30 000 39.426 30 000 0 0 30 000 SOP 2015-2017 21/12/2017 20/02/2018 01/01/2021 20/12/2027 20 000 34.600 20 000 0 0 20 000 TOTAL 241 000 0 0 241 000 Oswald Schmid – Interim Chief Executive Ocer and Chief Operations Ocer None Taouﬁq Boussaid – Chief Financial Ocer None Rajita D’Souza – Chief Human Resources Ocer SOP 2015-2017 21/12/2017 20/02/2018 01/01/2021 20/12/2027 20 000 34.600 10 000 0 0 10 000 TOTAL 10 000 0 0 10 000 Juan Carlos Alonso – Chief Strategy Ocer None Curd Vandekerckhove – Div. CEO BBRG SOP 2010-2014 29/03/2013 28/05/2013 01/01/2017 28/03/2023 15 000 21.450 15 000 0 0 15 000 SOP 2010-2014 19/12/2013 17/02/2014 01/01/2017 18/12/2023 14 000 25.380 14 000 0 0 14 000 SOP 2010-2014 18/12/2014 16/02/2015 01/01/2018 17/12 /2024 15 000 26.055 15 000 0 0 15 000 SOP 2015-2017 17/12/2015 15/02/2016 01/01/2019 16/12/2025 10 000 26.375 10 000 0 0 10 000 SOP 2015-2017 15/12/2016 13/02/2017 01/01/2020 14/12/2026 15 000 39.426 15 000 0 0 15 000 SOP 2015-2017 21/12/2017 20/02/2018 01/01/2021 20/12/2027 9 000 34.600 9 000 0 0 9 000 TOTAL 78 000 0 0 78 000 Stijn Vanneste – Div. CEO SWS SOP 2010-2014 20/12/2012 18/02/2013 01/01/2016 20/12/2022 2 400 19.200 1 200 0 0 1 200 SOP 2010-2014 19/12/2013 17/02/2014 01/01/2017 18/12/2023 3 200 25.380 3 200 0 0 3 200 SOP 2010-2014 18/12/2014 16/02/2015 01/01/2018 17/12 /2024 7 500 26.055 7 500 0 0 7 500 SOP 2015-2017 17/12/2015 15/02/2016 01/01/2019 16/12/2025 6 250 26.375 6 250 0 0 6 250 SOP 2015-2017 15/12/2016 13/02/2017 01/01/2020 14/12/2026 12 500 39.426 12 500 0 0 12 500 SOP 2015-2017 21/12/2017 20/02/2018 01/01/2021 20/12/2027 10 000 34.600 10 000 0 0 10 000 TOTAL 40 650 0 0 40 650 Arnaud Lesschaeve – Div. CEO RR None Jun Liao – Div. CEO SPB None, see overview stock appreciation rights Annual Report Bekaert 2020 55 Stock Appreciation Rights Set out below are the number of stock appreciation rights exercised or forfeited in 2020 in relation to the previous long-term incentive plans for BGE members outside Europe. The stock appreciation rights (or “SARs”) have been granted to the beneﬁ- ciaries free of charge. Each SAR entitles the holder the right to receive an amount in cash equal to the excess of the closing price of one Company share on the date of exercise over the exercise price; which is conclusively determined at the time of the oer and which is equal to the lower of: (i) the average closing price of the Company shares during thirty days prior to the oer, and (ii) the last closing price preceding the date of the oer. Subject to the closed and prohibited trading periods and to the plan rules, SARs can be exercised as from the beginning of the fourth calendar year following the date of their oer until the end of the tenth year following the date of their oer. SARs that were exercisable in 2020 are based on the grants of the SAR Plans 2015-2017 and on the predecessor plans to the SAR Plans 2015-2017. All grants mentioned below have been made prior to Jun Liao’s BGE appointment. Main plan characteristics Movement over 2020 Plan Name Grant date Vesting Date End exercise period Number SAR granted Exercise price (in €) Number of SAR start of year Forfeited/ Expired Exercised Number of SAR end of year Jun Liao – Div. CEO SPB SAR Asia 2010-2014 18/12/2014 01/01/2018 17/12/2024 6 000 26.055 6 000 0 0 6 000 SAR Asia & Latam 2015-2017 17/12/2015 01/01/2019 16/12/2025 5 000 26.375 5 000 0 0 5 000 SAR Asia & Latam 2015-2017 15/12/2016 01/01/2020 14/12/2026 7 000 39.426 7 000 0 0 7 000 SAR Asia & Latam 2015-2017 21/12/2017 01/01/2021 20/12/2027 6 250 34.600 6 250 0 0 6 250 TOTAL 24 250 0 0 24 250 Share-matching Plan The table below sets forth the number of shares matched by the Company in 2020 in relation to the personal investment in Company Shares in March 2018 for BGE members: Annual Report Bekaert 2020 56 Plan Name Date personal investment End holding period Number of acquired shares Number of PSR start of year Acquired Matched Forfeited Number of PSR end of year Matthew Taylor – Chief Executive Ocer PSR 2016 14/05/2018 31/12/2020 4 634 4 634 0 (4 634) 0 0 Oswald Schmid – Interim Chief Executive Ocer, Chief Operations Ocer PSR 2016 31/03/2020 31/12/2022 210 0 210 0 0 210 Taouﬁq Boussaid – Chief Financial Ocer PSR 2016 31/03/2020 31/12/2022 1 038 0 1 038 0 0 1 038 Rajita D’Souza – Chief Human Resources Ocer PSR 2016 14/05/2018 31/12/2020 441 441 0 (441) 0 0 PSR 2016 31/03/2020 31/12/2022 1 000 0 1 000 0 (1 000) 0 Juan Carlos Alonso – Chief Strategy Ocer PSR 2016 31/03/2020 31/12/2022 971 0 971 0 0 971 Curd Vandekerckhove – Div. CEO BBRG PSR 2016 14/05/2018 31/12/2020 1 588 1 588 (1 588) 0 0 PSR 2016 31/03/2020 31/12/2022 2 413 0 2 413 0 0 2 413 Stijn Vanneste – Div. CEO SWS PSR 2016 14/05/2018 31/12/2020 1 177 1 177 0 (1 177) 0 0 PSR 2016 31/03/2020 31/12/2022 1 608 0 1 608 0 0 1 608 Arnaud Lesschaeve – Div. CEO RR PSR 2016 31/03/2020 31/12/2022 1 270 0 1 270 0 0 1 270 Jun Liao – Div. CEO SPB PSR 2016 31/03/2020 31/12/2022 2 256 0 2 256 0 0 2 256 TOTAL 7 840 10 766 (7 840) (1 000) 9 766 9. Departure of Executive Managers Matthew Taylor, former Chief Executive Ocer, retired from the Company on 12 May 2020. In accordance with the contractual agreement, a payment in lieu of notice based on twelve months of remuneration has been paid by the Company whereby the remuneration basis includes ﬁxed pay, ﬁnal 2-year average of STI and the annual pension contribution. Rajita D’Souza, former Chief Human Resources Ocer, has decided to leave Bekaert as of 31 December 2020. Annual Report Bekaert 2020 57 10. Company’s right of reclaim The Board of Directors has discretion to adjust (malus) or reclaim (claw back) some or all of the value of awards of performance related payments to the Executive Management in the event of » signiﬁcant downward restatement of the ﬁnancial results of Bekaert, » material breach of the Bekaert Code of Conduct or any other Bekaert compliance policies, » breach of restrictive covenants by which the individual has agreed to be bound, » fraud, gross misconduct or gross negligence by the individual, which results into signiﬁcant losses or serious reputation damage to Bekaert. The Board did not make use of this right in 2020. 11. Executive remuneration in a wider context The main dierence in remuneration policy between the Executive Management and employees in general, is the balance between ﬁxed and performance-related remuneration such as short-term and long-term incentives. Overall, the percentage of performance related remuneration, in particular longer-term incentives, is greater for the Executive Management. This reﬂects that Executive Managers have greater freedom to act and the consequences of their decisions are likely to have a broader and more far-reaching time span of eect. The remuneration for Executive Managers is however aligned with the remuneration structures of the broader group of employees: » The Group’s managers share the same scorecard as the Executive Management for measuring the Group and business unit performance. » In addition, around 100 of the Group’s senior managers receive perfor- mance share awards on terms that are similar to the conditions that apply to the members of the BGE. The ratio of the highest remuneration of the members of the Board of Directors and the Executive Management to the lowest remuneration of the employees of NV Bekaert SA in Belgium (excluding BGE members) is 1:30. The table below sets forth the average remuneration of the members of the Board of Directors and the Executive Management, the average remuneration of other employees (on a full-time equivalent basis) and some key ﬁnancial Company metrics over the last 5 calendar years. Annual Report Bekaert 2020 58 2016 2017 2018 2019 2020 Company remuneration Non-executive Directors (1) Average remuneration (€) 88 844 86 671 95 768 121 629 104 000 Year-on-year dierence (%) -4.9% -2.4% +10.5% +27.0% -14.5% CEO Average remuneration (€) 1 773 510 1 562 907 1 135 011 1 787 480 1 225 527 Year-on-year dierence (%) +15.9% -11.9% -27.4% + 57.5% -31.4% Other BGE members Average remuneration (€) 824 562 901 307 609 540 748 023 839 736 Year-on-year dierence (%) +22.7% +9.3% -32.4% +22.7% +11.9% Other employees (2) Average remuneration (€) 70 471 72 406 76 067 77 757 79 859 Year-on-year dierence (%) 0% +2.7% + 5.1% +2.2% +2.7% Key Company metrics EBITDA-underlying Amount in million € 513 497 426 468 479 Year-on-year dierence (%) +17.7% -3.1% -14.3% +9.9% +2.4% Sales Amount in million € 3 715 4 098 4 305 4 322 3 772 Year-on-year dierence (%) +1. 2% +10.3% + 5.1% +0.4% -12.7% Working Capital Amount in million € 843 888 875 699 535 Year-on-year dierence (%) +3.7% +5.3% -1.5% -20.1% -23.5% Company share price (as at 31 Dec) Share price (€) 38.48 36.45 21.06 26.50 27.16 Year-on-year dierence (%) +35.6% -5.3% -42.2% +25.8% +2.5% (1) Through 2019, the remuneration of the Directors was based on the number of attended Board meetings (2) Based on the average gross annual income of all employees of NV Bekaert SA in Belgium, excluding BGE members. The average remuneration variations for BGE members are mainly driven by short-term, long-term and share programs, underlying ﬁxed pay variation for BGE over a ﬁve-year period amounts to 1.1% per year. 12. Derogations from the procedures for implementing the remuneration policy Because of the exceptional circumstances caused by Covid-19, the Board of Directors derogated from the remuneration policy in 2020 on the following elements of remuneration: » Fixed remuneration of both non-executive Directors and Executive Management was reduced with 10%; » The long-term incentive targets for the period 2020-2022 have been amended with respect to the performance share units that were granted in January 2020. Contrary to the plan rules of the Stock Option Plan 2015-2017 whereby unvested SOPs can only be exercised in the ﬁrst 12 months after vesting date, the unvested SOP grant as of 21 December 2017 for the former Chief Executive Ocer will remain fully exercisable until 20 December 2027. Annual Report Bekaert 2020 59 Shares The Bekaert share in 2020 The Bekaert share gained 2.5% in 2020 when comparing the year-end closing price of 2020 with 2019, 9% above the performance of the reference index, Euronext Brussels BEL Mid. The Bekaert share outperformed the market indices since the publication of the third quarter trading update on 20 November 2020, which included a positive outlook on the company’s performance for the full ﬁscal year 2020. 50 60 70 80 90 100 110 J F M A M J J A S O N D Bekaert BEL Mid in % indexed view Bekaert versus Bel Mid Share identification The Bekaert share is listed on Euronext Brussels as ISIN BE0974258874 (BEKB) and was ﬁrst listed in December 1972. The ICB sector code is 2727 Diversiﬁed Industrials. Share performance 2013 2014 2015 2016 2017 2018 2019 2020 Price as at 31 December (in €) 25.72 26.34 28.38 38.48 36.45 21.06 26.50 27.16 Price high (in €) 31.11 30.19 30.00 42.45 49.92 40.90 28.26 28.50 Price low (in €) 20.01 21.90 22.58 26.56 33.50 17.41 19.38 13.61 Price average closing (in €) 24.93 27.15 26.12 37. 0 6 42.05 28.21 23.96 19.95 Daily volume 126 923 82 813 120 991 123 268 121 686 154 726 96 683 72 995 Daily turnover (in millions of €) 3.1 2.1 3.1 4.5 5.0 4.4 2.3 1.5 Annual turnover (in millions of €) 796 527 804 1 147 1 279 1 121 592 386 Velocity (% annual) 54 35 52 53 51 65 41 31 Velocity (% adjusted free ﬂoat) 90 59 86 88 86 109 68 52 Free ﬂoat (%) 59.9 55.7 56.7 59.2 59.6 59.3 59.3 59.5 Annual Report Bekaert 2020 60 Volumes traded The average daily trading volume was about 73 000 shares in 2020. The volume peaked on 20 November, when 531 100 shares were traded. 100 200 300 400 500 600 0 5 10 15 20 25 30 J F M A M J J A S O N D Thousands 2020 Volume Closing price Volumes € On 31 December 2020, Bekaert had a market capitali- zation of € 1.6 billion and a free ﬂoat market capitalization of € 1 billion. The free ﬂoat was 59.51% and the free ﬂoat band 60%. In connection with the entry into force of the Act of 2 May 2007 on the disclosure of signiﬁcant participations (the Transparency Act) Bekaert has, in its Articles of Associa- tion, set the thresholds of 3% and 7.50% in addition to the legal thresholds of 5% and each multiple of 5%. An over- view of the notiﬁcations of participations of 3% or more, if any, can be found in the Parent Company Information section of this Annual Report cf. page 182 (Interests in share capital). Stichting Administratiekantoor Bekaert (principal share- holder) owns 34.19% of the shares, while institutional and non-identiﬁed shareholders hold 36.69% of the shares. Retail represents 10.45%, Private Banking 12.36% and treasury shares 6.31%. On 8 December 2007, Stichting Administratiekantoor Bekaert disclosed in accordance with Article 74 of the Act of 1 April 2007 on public takeover bids that it was holding individually more than 30% of the securities with voting rights of the Company on 1 September 2007. Capital structure As of 31 December 2020, the capital of the Company amounts to € 177 812 000 and is represented by 60 414 841 shares without par value. The shares are in registered or non-material form. All shares have the same rights. Authorized capital The Board of Directors has been authorized by the General Meeting of Shareholders of 13 May 2020 to increase the capital, in one or more times, with a maximum amount of € 177 793 000 (exclusive of the issue premium). The Board of Directors may use this authorization until 23 June 2025. The Board of Directors is also expressly authorized to increase the capital, even after the date that the Company receives the notiﬁcation from the Belgian Financial Services and Markets Authority (FSMA) that it has been informed of a public take-over bid for the Company’s securities, within the limits authorized by the applicable legal provisions. This authorization shall be valid with regard to public takeover bids of which the Company receives the aforementioned communication at most three years after 13 May 2020. Convertible bonds The Board of Directors has made use of its powers under the authorized capital applicable at that time when it resolved on 18 May 2016 to issue senior unsecured convertible bonds due June 2021 for an aggregate amount of € 380 000 000 (the “Convertible Bonds”). These Convertible Bonds carry a zero-coupon and their conversion price amounts to € 50.71 per share. In connection with the issuance of the Convertible Bonds, the Board of Directors resolved to disapply the preference subscription right of existing shareholders set forth in Articles 596 and following of the Companies Code applicable at that time. The terms of the Convertible Bonds allow the Company, upon the conversion of the bonds, to either deliver new shares or existing shares or pay a cash alternative amount. In order to mitigate dilution for existing shareholders upon conversion of the Convertible Bonds, the Board of Directors intends where possible, to repay the principal amount of the Convertible Bonds in cash and, if the then prevailing share price is above the conversion price, pay the upside in existing shares of the Company. The conver- sion of the Convertible Bonds would then have no dilutive eect for existing shareholders. Furthermore, the terms of the Convertible Bonds allow the Company to redeem the bonds at their principal amount together with accrued and unpaid interest in certain circumstances, if the Company’s shares trade at a price higher than 130% of the conversion price during a certain period. Stock option plans, performance share plans and share-matching plan The total number of outstanding subscription rights under the Stock Option Plan 2005-2009 and convertible into Bekaert shares is 63 820. A total of 6 400 subscription rights were exercised in 2020 under the Stock Option Plan 2005-2009, resulting in the issue of 6 400 new Company shares, and an increase of the capital by € 19 000 and of the share premium by € 133 288. On 31 December 2019, the Company held 3 873 075 own Annual Report Bekaert 2020 61 shares. Of these 3 873 075 own shares, 63 541 shares were transferred in the course of 2020 (see table below). The Company did not purchase any shares and no own shares were cancelled in 2020. As a result, the Company held an aggregate 3 809 534 own shares on 31 December 2020. Date Number of treasury shares Purpose Transferee Price per share (€) 31 March 2020 10766 Personal shareholding requirement BGE members 15.290 14 May 2020 5948 Share-matching plan BGE members 0 29 May 2020 10036 Remuneration non-executive Directors Chairperson and other non-executive Directors 0 4 December 2020 6000 Exercise options under SOP 2010-2014 Employees 26.055 4 December 2020 1500 Exercise options under SOP 2010-2014 Employees 21.450 15 December 2020 2400 Exercise options under SOP 2010-2014 Employees 26.055 17 December 2020 5000 Exercise options under SOP 2010-2014 Employees 21.450 18 December 2020 7491 Share-matching plan BGE members 0 21 December 2020 6000 Exercise options under SOP 2010-2014 Employees 26.055 23 December 2020 2400 Exercise options under SOP 2010-2014 Employees 26.055 29 December 2020 6000 Exercise options under SOP 2010-2014 Employees 26.055 A ﬁrst grant of 182 900 equity settled performance share units under the Performance Share Plan 2018-2020 was made on 21 January 2020. In addition, a mid-year grant of 12 580 performance share units was made on 17 August 2020 under the Performance Share Plan 2018-2020. Each performance share unit entitles the beneﬁciary to acquire one performance share subject to the conditions of the Performance Share Plan 2018-2020. These performance share units will vest following a vesting period of three years, conditional to the achievement of a preset performance target. The precise vesting level of the performance share units will depend upon the actual achievement level of the vesting criterion, with no vesting at all if the actual performance is below the deﬁned minimum threshold. Upon achievement of said threshold, there will be a minimum vesting of 50% of the granted performance share units; full achievement of the agreed vesting criterion will lead to a par vesting of 100% of the granted performance share units, whereas there will be a maximum vesting of 300% of the granted performance share units if the actual performance is at or above an agreed ceiling level. Detailed information about capital, shares, stock option plans and performance share plans is given in the Financial Review (Note 6.13 to the consolidated ﬁnancial statements). Annual Report Bekaert 2020 62 Dividend policy The Board of Directors will propose that the Annual General Meeting to be held on 12 May 2021 approve the distribution of a gross dividend of € 1.00 per share. The Board of Directors reconﬁrms the Dividend Policy which foresees, insofar as the proﬁt permits, a stable or growing dividend while maintaining an adequate level of cash ﬂow in the Company for investment and self-ﬁnancing in support of growth. Over the longer term, the Company strives for a pay-out ratio of 40% of the result for the period attributable to equity holders of Bekaert. in € 2014 2015 2016 2017 2018 2019 2020 (1) Total gross dividend 0.850 0.900 1.100 1.10 0 0.700 0.350 1.000 Net dividend (2) 0.638 0.657 0.770 0.770 0.490 0.245 0.700 Coupon number 6 7 8 9 10 11 12 (1) The dividend is subject to approval by the General Meeting of Shareholders 2021. (2) Subject to the applicable tax legislation. General Meetings of Shareholders 2020 The Annual General Meeting was held on 13 May 2020. An Extraordinary General Meeting was held on the same day. The resolutions of the meetings are available at www.bekaert.com. Investor Relations Bekaert is committed to providing transparent ﬁnancial information to all shareholders. All shareholders can count on access to information and on our commitment to share relevant updates on market evolutions, performance progress and other relevant information. All such updates can be found online in the investors section of the website of the Company and are presented live in meetings with analysts, shareholders, and investors. The calendar of investor relations conferences, roadshows and group visits to our premises is published on our website. Elements pertinent to a take-over bid Restrictions on the transfer of securities The Articles of Association contain no restrictions on the transfer of Company shares, except in the case of a change of control, for which the prior approval of the Board of Directors has to be requested in accordance with Article 9 of the Articles of Association. Subject to the foregoing, the shares are freely transferable. The Board of Directors is not aware of any restrictions imposed by law on the transfer of shares by any share- holder. Restrictions on the exercise of voting rights According to the Articles of Association, each share entitles the holder to one vote. The Articles of Associa- tion contain no restrictions on the voting rights, and each shareholder can exercise his voting rights provided that he was validly admitted to the General Meeting and his rights had not been suspended. The admission rules to the General Meeting are laid down in the BCCA and in the Articles of Association. Pursuant to the Articles of Associ- ation, the Company is entitled to suspend the exercise of rights attaching to securities belonging to several owners. No person can vote at a General Meeting of Shareholders using voting rights attached to securities that had not been timely reported in accordance with the law. The Board of Directors is not aware of any other restrictions imposed by law on the exercise of voting rights. Agreements among shareholders The Board of Directors is not aware of any agreements among shareholders that may result in restrictions on the transfer of securities or the exercise of voting rights. Appointment and replacement of Directors The Articles of Association and the Bekaert Corporate Governance Charter contain speciﬁc rules concerning the (re)appointment, induction and evaluation of Directors. Directors are appointed for a term not exceeding four years by the General Meeting of Shareholders, which can also dismiss them at any time. An appointment or dismissal requires a simple majority of votes. The candidates for the oce of Director who have not previously held that position in the Company must inform the Board of Directors of their candidacy at least two months before the Annual General Meeting. Annual Report Bekaert 2020 63 Only if and when a position of Director prematurely becomes vacant, can the remaining Directors appoint (co-opt) a new Director. In such a case, the next General Meeting will make the deﬁnitive appointment. The appointment process for Directors is led by the Nomination and Remuneration Committee, which submits a reasoned recommendation to the full Board of Dire ctors. On the basis of such recommendation, the Board of Directors decides which candidates will be nominated to the General Meeting for appointment. Directors can, as a rule, be reappointed for an indeﬁnite number of terms, provided they are at least 30 and at most 66 years of age at the moment of their initial appointment and they have to resign in the year in which they reach the age of 69. Amendments to the Articles of Association The Articles of Association can be amended by an Extraor- dinary General Meeting in accordance with the BCCA. Each amendment to the Articles requires a quorum of at least 50% of the capital (if the quorum is not met, a second meeting with the same agenda should be called, for which no quorum requirement applies) and a qualiﬁed majority of 75% of the votes cast at the meeting (a majority of 80% applies for changes to the corporate purpose and the transformation of the legal form of the company). Authority of the Board of Directors to issue, acquire and transfer shares The Board of Directors is authorized by Article 40 of the Articles of Association to increase the capital in one or more times with a maximum amount of € 177 793 000. The authority is valid for ﬁve years from 23 June 2020, but can be extended by the General Meeting. The Board of Directors is expressly authorized by Article 40 of the Articles of Association to increase the capital, even after the date that the Company receives the notiﬁcation from the FSMA that it has been informed of a public take-over bid for the Company’s securities, within the limits authorized by the applicable legal provisions. This authorization is valid with regard to public takeover bids of which the Company receives the aforementioned commu- nication at most three years after 13 May 2020. The Company may acquire and accept in pledge its own shares or certiﬁcates relating thereto in compliance with the applicable conditions prescribed by law. The Board of Directors is authorized by Article 10 of the Articles of Association to acquire and accept in pledge its own shares or certiﬁcates relating thereto in compliance with the applicable conditions prescribed by law, without the total number of own shares or certiﬁcates relating thereto held or accepted in pledge by the Company pursuant to this authorization exceeding 20% of the total number of shares, at a price ranging between minimum € 1.00 and maximum 30% above the arithmetic average of the closing price of the Company’s share during the last thirty trading days preceding the Board of Directors’ resolution to acquire or to accept in pledge. This authorization is granted for a period of ﬁve years beginning on 23 June 2020. The Board of Directors is also authorized by Article 10 of the Articles of Association to acquire and to accept in pledge own shares and certiﬁcates relating thereto, in compliance with the applicable conditions prescribed by law, when such acquisition or acceptance in pledge is necessary to prevent a threatened serious harm for the Company, including a public take-over bid for the Company’s securities. This authorization is granted for a period of three years beginning on 23 June 2020. The authorizations set forth above do not aect the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to acquire or accept in pledge own shares and certiﬁcates relating thereto if no authorization in the Articles of Association or authorization of the General Meeting is required. The Board of Directors is authorized by Article 10 of the Articles of Association to cancel all or part of the acquired own shares or certiﬁcates relating thereto. The Company may transfer its own shares, proﬁt-sharing bonds or certiﬁcates relating thereto only in compliance with the applicable conditions prescribed by law. The Board of Directors is authorized by Article 11 of the Articles of Association to transfer own shares, proﬁt-sharing bonds or certiﬁcates relating thereto to one or more speciﬁed persons other than personnel, in compliance with the applicable conditions prescribed by law. The Board of Directors is authorized by Article 11 of the Articles of Association to transfer own shares, proﬁt-sharing bonds or certiﬁcates relating thereto to prevent a threatened serious harm to the Company, including a public take-over bid for the Company’s securities, in compliance with the applicable conditions prescribed by law. This authorization is granted for a period of three years beginning on 23 June 2020. The authorizations set forth above do not aect the possibilities, pursuant to the applicable legal provi- sions, for the Board of Directors to transfer own shares, proﬁt-sharing bonds and certiﬁcates relating thereto, if no authorization in the Articles of Association or authorization of the General Meeting is required. The powers of the Board of Directors are more fully described in the applicable legal provisions, the Articles of Association and the Bekaert Corporate Governance Charter. Annual Report Bekaert 2020 64 Change of control The Company is a party to a number of signiﬁcant agree- ments that take eect, alter or terminate upon a change of control of the Company following a public takeover bid or otherwise. To the extent that those agreements grant rights to third parties that signiﬁcantly aect the assets of the Company or that give rise to a signiﬁcant debt or obligation of the Company, those rights were granted by the Special General Meetings held on 13 April 2006, 16 April 2008, 15 April 2009, 14 April 2010 and 7 April 2011 and by the Annual General Meetings held on 9 May 2012, 8 May 2013, 14 May 2014, 13 May 2015, 11 May 2016, 10 May 2017, 9 May 2018, 8 May 2019 and 13 May 2020 in accordance with Article 7:151 of the BCCA; the minutes of those meet- ings were ﬁled with the Registry of the Commercial Court of Gent, division Kortrijk on 14 April 2006, 18 April 2008, 17 April 2009, 16 April 2010, 15 April 2011, 30 May 2012, 23 May 2013, 20 June 2014, 19 May 2015, 18 May 2016, 2 June 2017, 7 February 2019, 23 May 2019 and 23 June 2020 respectively and are available at www.bekaert.com. Most agreements are joint venture contracts (describing the relationship between the parties in the context of a joint venture company), contracts whereby ﬁnancial institu- tions, retail investors or other investors commit funds to the Company or one of its subsidiaries, and contracts for the supply of products or services by or to the Company. Each of those contracts contains clauses that, in the case of a change of control of the Company, entitle the other party, in certain cases and under certain conditions, to termi- nate the contract prematurely and, in the case of ﬁnancial contracts, also to demand early repayment of the loan funds. The joint venture contracts provide that, in the case of a change of control of the Company, the other party can acquire the Company’s shareholding in the joint venture (except for the Chinese joint ventures, where the parties have to agree whether one of them will continue the joint venture on its own, whereupon that party has to purchase the other party’s shareholding), whereby the value for the transfer of the shareholding is determined in accordance with contractual formulas that aim to ensure a transfer at an arm’s length price. Other elements » The Company has not issued securities with special control rights. » The control rights attaching to the shares acquired by employees pursuant to the long-term incentive plans are exercised directly by the employees. » No agreements have been concluded between the Company and its Directors or employees providing for compensation if, as a result of a takeover bid, the Directors resign or are made redundant without valid reason or if the employment of the employees is terminated. Control and ERM Internal control and risk management systems in relation to the preparation of the consolidated ﬁnancial statements The following description of Bekaert’s internal control and risk management systems is based on the Internal Control Integrated Framework (1992) and the Enterprise Risk Management Framework (2004) published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Board of Directors has approved a framework of internal control and risk management for the Company and the Group set up by the BGE, and monitors the imple- mentation thereof. The Audit, Risk and Finance Committee monitors the eectiveness of the internal control and risk management systems, with a view to ensuring that the main risks are properly identiﬁed, managed and disclosed according to the framework adopted by the Board of Directors. The Audit, Risk and Finance Committee also makes recommendations to the Board of Directors in this respect. Control environment The accounting and control organization consists of three levels: (i) the accounting team in the dierent legal entities or shared service centers, responsible for the preparation and reporting of the ﬁnancial information, (ii) the controllers at the dierent levels in the organization (such as plant and region), responsible inter alia for the review of the ﬁnancial information in their area of responsibility, and (iii) the Group Finance Department, responsible for the ﬁnal review of the ﬁnancial information of the dierent legal entities and for the preparation of the consolidated ﬁnancial statements. Next to the structured controls outlined above, the Internal Audit Department conducts a risk based audit program to validate the internal control eectiveness in the dierent processes at legal entity level to assure a reliable ﬁnancial reporting. Bekaert’s consolidated ﬁnancial statements are prepared in accordance with the International Financial Reporting Standards (IFRS), which have been endorsed by the European Union. These ﬁnancial statements are also in compliance with the IFRS as issued by the International Accounting Standards Board. All IFRS accounting principles, guidelines and interpreta- tions, to be applied by all legal entities, are grouped in the Bekaert Accounting Manual, which is available on the Bekaert intranet to all employees involved in ﬁnancial reporting. Such manual is regularly updated by Group Finance in the case of relevant changes in IFRS, or interpretations thereof, and the users are informed of any such changes. IFRS trainings take place in the dierent regions when deemed necessary or appropriate. Annual Report Bekaert 2020 65 E-learning modules on IFRS are also made available by Group Finance to accommodate individual training. The vast majority of the Group companies use Bekaert’s global enterprise resource planning (“ERP”) system, and the accounting transactions are registered in a common operating chart of accounts, whereby accounting manuals describe the standard way of booking of the most relevant transactions. Such accounting manuals are explained to the users during training sessions, and are available on the Bekaert intranet. All Group companies use the same software to report the ﬁnancial data for consolidation and external reporting purposes. A reporting manual is available on the Bekaert intranet and trainings take place when deemed necessary or appropriate. Risk assessment Appropriate measures are taken to assure a timely and qualitative reporting and to reduce the potential risks related to the ﬁnancial reporting process, including: (i) proper coordination between the Corporate Communi- cation Department and Group Finance, (ii) careful planning of all activities, including owners and timings, (iii) guide- lines which are distributed by Group Finance to the owners prior to the quarterly reporting, including relevant points of attention, and (iv) follow-up and feedback of the timeliness, quality and lessons learned in order to strive for continuous improvement. A quarterly review takes place of the ﬁnancial results, ﬁnd- ings by the Internal Audit Department, and other important control events, the results of which are discussed with the Statutory Auditor. Material changes to the IFRS accounting principles are coordinated by Group Finance, reviewed by the Stat- utory Auditor, reported to the Audit, Risk and Finance Committee, and acknowledged by the Board of Directors of the Company. Material changes to the statutory accounting principles of a Group company are approved by its Board of Directors. Control activities The proper application by the legal entities of the accounting principles as described in the Bekaert Accounting Manual, as well as the accuracy, consistency and completeness of the reported information, is reviewed on an ongoing basis by the control organization (as described above). In addition, all relevant entities are controlled by the Internal Audit Department on a periodic basis. Policies and proce- dures are in place for the most important underlying processes (sales, procurement, investments, treasury, etc.), and are subject to (i) an evaluation by the respec- tive management teams using a self-assessment tool, and (ii) control by the Internal Audit Department on a rotating basis. A close monitoring of potential segregation of duties conﬂicts in the ERP system is carried out. Information and communication Bekaert has deployed in the majority of the Group companies a global ERP system platform to support the ecient processing of business transactions and provide its management with transparent and reliable manage- ment information to monitor, control and direct its business operations. The provision of information technology services to run, maintain and develop those systems is to large extent outsourced to professional IT service delivery organiza- tions, which are directed and controlled through appro- priate IT governance structures and monitored on their delivery performance through comprehensive service level agreements. Together with its IT providers, Bekaert has implemented adequate management processes to assure that appro- priate measures are taken on a daily basis to sustain the performance, availability and integrity of its IT systems. At regular intervals the adequacy of those procedures is reviewed and audited and where needed further optimized. Proper assignment of responsibilities, and coordination between the pertinent departments, assures an ecient and timely communication process of periodic ﬁnancial information to the market. In the ﬁrst and third quarters, a trading update is released, whereas at mid-year and year-end all relevant ﬁnancial information is disclosed. Prior to the external reporting, the sales and ﬁnancial information is subject to (i) the appropriate controls by the above-men- tioned control organization, (ii) review by the Audit, Risk and Finance Committee, and (iii) approval by the Board of Directors of the Company. Monitoring Any signiﬁcant change of the IFRS accounting principles as applied by Bekaert is subject to review by the Audit, Risk and Finance Committee and approval by the Company’s Board of Directors. On a periodic basis, the members of the Board of Directors are updated on the evolution and important changes in the underlying IFRS standards. All relevant ﬁnancial information is presented to the Audit, Risk and Finance Committee and the Board of Directors to enable them to analyze the ﬁnancial statements. All related press releases are approved prior to communication to the market. Annual Report Bekaert 2020 66 Relevant ﬁndings by the Internal Audit Department and/or the Statutory Auditor on the application of the accounting principles, as well as the adequacy of the policies and procedures, and segregation of duties, are reported to the Audit, Risk and Finance Committee. In addition, a periodic treasury update is submitted to the Audit, Risk and Finance Committee. A procedure is in place to convene the appropriate governing body of the Company on short notice if and when circumstances so dictate. General internal control and ERM The Board of Directors has approved the Bekaert Code of Conduct, which was ﬁrst issued on 1 December 2004 and last updated in October 2020. The Code of Conduct sets forth the Bekaert mission and values as well as the basic principles of how Bekaert wants to do business. Implementation of the Code of Conduct is mandatory for all subsidiaries of the Group and all managerial and salaried employees renew their commitment annually. The Raising Integrity Concern (whistleblowing) procedure enforces and underpins its implementation. The Code of Conduct is included in the Bekaert Corporate Governance Charter as Appendix 3 and available at www.bekaert.com. More detailed policies and guidelines are developed as considered necessary to ensure consistent implementa- tion of the Code of Conduct throughout the Group. Bekaert’s internal control framework consists of a set of group policies for the main business processes, and applies Group wide. Bekaert has dierent tools in place to constantly monitor the eectiveness and eciency of the design and the operation of the internal control framework. The Internal Audit Department monitors the internal control performance based on the global framework and reports to the Audit, Risk and Finance Committee at each of its meetings. The Governance, Risk and Compliance Depart- ment reports to the Audit, Risk and Finance Committee at each of its meetings on risk and compliance matters. The BGE regularly evaluates the Group’s exposure to risk, the potential ﬁnancial impact thereof and the actions to monitor, mitigate and control the exposure. At the request of the Board of Directors and the Audit, Risk and Finance Committee, management has developed a permanent global enterprise risk management (“ERM”) framework to assist the Group in managing uncertainty in Bekaert’s value creation process. The framework consists of the identiﬁcation, assessment and prioritization of the major risks confronting Bekaert, and of the continuous reporting and monitoring of those major risks (including the development and implementation of risk mitigation plans). The risks are identiﬁed in six risk categories: strategic, people/organization, operational, legal/compliance, ﬁnancial and geopolitical/country risks. The identiﬁed risks are classiﬁed on two axes: probability and impact or consequence. Decisions are made and action plans deﬁned to mitigate the identiﬁed risks. Also the risk sensitivity evolu- tion (decrease, increase, stable) is evaluated. Below are the main risks included in Bekaert’s 2020 ERM report, which has been reported to the Audit, Risk and Finance Committee and the Board of Directors. Annual Report Bekaert 2020 67 Strategic risks • Like many global companies, Bekaert is exposed to risks arising from economic trends. Strategically, Bekaert defends itself against economical and cyclical risks by being active in dierent regions and dierent sectors. Bekaert operates manufacturing sites and oces in 44 countries and its markets can be clustered in seven sectors. This sectorial spread is an advantage as it makes Bekaert less sensitive to sector-speciﬁc trends. Nevertheless, a crisis can impact the most important sectors in which Bekaert is active, i.e., tire and automotive, energy and utilities, and construction. For example, in tire and automotive and construction markets, a recession can lead to a signiﬁcant demand decline driven by weak consumer conﬁdence and postponed investments. The resulting upstream and downstream overcapacity can lead to price erosion across the supply chain. The tire and automotive and the constructions sector, were heavily aected by the Covid-19 pandemic in the ﬁrst half of 2020 (for example, sales in the rubber reinforcement business were 30% lower compared to the ﬁrst half of 2019). Further and lasting eects of the pandemic may continue to inﬂuence demand in certain markets. In oil and gas markets, the oil price level and trend has an inﬂuence on demand for Bekaert’s products related to those markets. Most important for Bekaert’s ﬂat and shaped wire activity and for Bridon-Bekaert Ropes Group’s oshore steel ropes activity are the actual investments in oshore oil extraction. Although Bekaert is in process of making its activities less oil-dependent and better aligned with the market reality and although Bekaert will be ready to seize opportunities from a reactivation of investments in oil extraction in the future, it cannot be excluded that the current oil price level will continue to have an inﬂuence on the demand for Bekaert’s products and hence on its results. • Wire rod price volatility may result in further margin erosion Wire rod, Bekaert’s main raw material, is purchased from steel mills from all over the world. Wire rod represents about 45% of the cost of sales. In principle, price movements are passed on in the selling prices as soon as possible, through contractually agreed pricing mechanisms or through individual negotiation. If Bekaert is unsuccessful in passing on cost increases to the customers in due time, this may negatively inﬂuence the proﬁt margins of Bekaert. Also the opposite price trend entails proﬁt risks: if raw materials prices drop signiﬁcantly and Bekaert has higher priced material in stock, then the proﬁtability may be hit by (non-cash) inventory valuation corrections at the balance sheet date of a reporting period. • Expansion projects are exposed to risks of delivery of the anticipated return Bekaert regularly carries out expansion projects. These projects are subject to risks of delay and cost overruns due to unforeseen roadblocks and as such the anticipated return of the project might not be reached. Also assumptions used for the business case (changed market conditions, competitor moves, ...) may impact the achieved return of the project. People / Organization • Bekaert is exposed to certain labor market risks A competitive labor market can increase costs for Bekaert and as such decrease proﬁtability. The success of Bekaert depends mainly on its capacity to hire and to retain talent at all levels. Bekaert competes with other companies on its markets for hiring people. A shortage of qualiﬁed people could force Bekaert to increase wages or other beneﬁts in order to be eectively competitive when hiring or retaining qualiﬁed employees or retaining expensive temporary employees. An increasingly mobile, young population in emerging markets further enhances the people continuity risk. It is uncertain that higher labor cost can be compensated by eorts to increase eectiveness in other activity areas of Bekaert. Operational risks • Source dependency might impact Bekaert’s business activities and proﬁtability Bekaert is concerned about the continuous changes in trade policy as induced by the trade tensions between each of the US, Europe or India on the one side and China on the other. While Bekaert has now to a large extent been able to adapt to the every changing trade policies and duties through adjusted pricing measures (passing on higher, duty-aected, raw materials prices), alternative supply sources, alternative technologies enabling domestic sourcing, and eective lobbying to obtain exemptions, the change in trade policy has been aecting the results of Bekaert’s North American operations in past reporting periods. Bekaert might in the future also be cut o from raw material supplies or become dependent on alternative suppliers for its raw material, which may charge higher prices for such raw material. This could be, for example, because of changes in trade policy, the insolvency of its existing suppliers or the Covid-19 pandemic. Increased source dependency might have an impact on Bekaert’s business activities (because it would have to implement necessary supply chain changes) and on its proﬁtability (because of the increased prices to be paid for its raw materials). Bekaert’s pro-active supplier risk management approach should reduce the probability or impact of such situations. • Bekaert is subject to stringent environmental laws Bekaert is subject to environmental laws, regulations and decrees. Those laws, regulations and decrees (which are becoming more stringent all over the world) could force Bekaert to pay for cleaning up and for damages at sites where the soil is contaminated. Under the environmental laws, Bekaert can be liable for repairing the environmental damage and be subject to related costs in its production sites, warehouses and oces as well as the soil on which they are located, irrespective of the fact that Bekaert owns, rents or sublets those production sites, warehouses and oces and irrespective of whether the environmental damage was caused by Bekaert or by a previous owner or tenant. Costs for research, repair or removal of environmental damage can be substantial and adversely aect the Group’s business, ﬁnancial condition and results of operations. It is Bekaert’s practice to recognize provisions (per entity) for known environmental liabilities. Prevention and risk management play an important role in Bekaert’s environmental policy. This includes measures against soil and ground water contamination, responsible use of water and worldwide ISO14001 certiﬁcation. Bekaert’s global procedure to ensure precautionary measures against soil and ground water contamination (ProSoil) is continuously monitored in relation to regulations, best practices and actual implementation. Annual Report Bekaert 2020 68 Operational risks Responsible use of water is also an ongoing priority. Bekaert constantly monitors its water consumption and has implemented programs that aim to reduce water usage in the long term. 87% of the Bekaert plants worldwide are ISO 14001 certiﬁed. ISO 14001 is part of the ISO 14000 internationally recognized standards providing practical tools to companies who wish to manage their environmental responsibilities. ISO 14001 focuses on environmental systems. Bekaert’s full worldwide certiﬁcation is an ongoing goal; it is an element in the integration process of newly acquired entities and of companies that are added to the consolidation perimeter. Bekaert also received a group-wide certiﬁcation for ISO 14001 and ISO 9001. The ISO 9000 family addresses various aspects of quality management. • Bekaert is subject to cyber-security risks Many operational activities of Bekaert depend on IT systems, developed and maintained by internal and external experts. A cyber- attack in one of these IT systems could interrupt Bekaert’s activities, which could result in a negative inﬂuence on its sales and proﬁtability. Bekaert is implementing a cyber-security roadmap to reduce the risk. Legal / Compliance risks • Bekaert is exposed to regulatory and compliance risks As a global company, Bekaert is subject to many laws and regulations across all of the countries where it is active. Such laws and regulations are becoming more complex, more stringent and change faster and more frequently than before. These numerous laws and regulations include, among others, data privacy requirements (such as the European General Data Protection Regulation and California Consumer Privacy Act), intellectual property laws, labor relation laws, tax laws, anti-competition regulations, import and trade restrictions (for example the trade policies in the US and the EU), exchange laws, anti-bribery and anti-corruption regulations, health and safety regulations. Compliance with those laws and regulations could lead to additional costs or capital expenditures, which could negatively impact the possibilities of Bekaert to develop its activities. In addition, given the high level of complexity of these laws, there is also the risk that Bekaert may inadvertently breach some provisions. Violations of these laws and regulations could result in ﬁnes, criminal sanctions against Bekaert, cessation of business activities in sanctioned countries, implementation of compliance programs and prohibitions on the conduct of Bekaert’s business. Bekaert is also training the organization in legal awareness and a Compliance Committee monitors and steers the actions that are needed to ensure compliance. Bekaert has a Code of Conduct and Raising an Integrity Concern procedure in place. Management and white collars worldwide go through an annual mandatory acceptance process with the principles of the Code of Conduct. Bekaert could further also become subject to government investigations (including by tax authorities). Such investigations have in the recent years become much more regular in the emerging markets such as China and India and could require signiﬁcant expenditures and result in liabilities or governmental orders that could have a material adverse eect on Bekaert’s business, operating results and ﬁnancial condition. It is Bekaert’s practice to recognize provisions (per entity) for certain identiﬁed regulatory and compliance risks. • Failure to adequately protect Bekaert’s intellectual property could substantially harm its business and operating result Bekaert is a global technology leader in steel wire transformation and coatings and invests intensively in continued innovation. It considers its technological leadership as a dierentiator versus the competition. Consequently, intellectual property protection is a key concern and risk. Intellectual property leakages can harm Bekaert and help the competition, both in terms of product development, process innovation and machine engineering. By the end of 2020, Bekaert (including Bridon-Bekaert Ropes Group) had a portfolio of 1 828 patent rights (i.e. patents, patent applications, utility models and applications for utility models). Bekaert also initiates patent infringement proceedings against competitors in the case infringements are observed. Bekaert cannot assure that its intellectual property will not be objected to, infringed upon or circumvented by third parties. Furthermore, Bekaert may fail to successfully obtain patent authorization, complete patent registration or protect such patents, which may materially and adversely aect our business, ﬁnancial position, results of operations and prospects. Financial risks • Bekaert is exposed to a currency exchange risk which could materially impact its results and ﬁnancial position Bekaert’s assets, income, earnings and cash ﬂows are inﬂuenced by movements in exchange rates of several currencies. The Group’s currency risk can be split into two categories: translational and transactional currency risk. A translational currency risk arises when the ﬁnancial data of foreign subsidiaries are converted into the Group’s presentation currency, the euro. The main currencies are Chinese renminbi, US dollar, Czech koruna, Brazilian real, Chilean peso, Russian ruble, Indian rupee and pound sterling. The Group is further exposed to transactional currency risks resulting from its investing (the acquisition and disposal of investments in foreign companies), ﬁnancing (ﬁnancial liabilities in foreign currencies) and operating (commercial activities with sales and purchases in foreign currencies). Bekaert has a hedging policy in place to limit the impact of currency exchange risks. • Bekaert is exposed to tax risks, in particular by virtue of the international nature of its activities in a rapidly changing international tax environment As an international group operating in multiple jurisdictions, Bekaert is subject to tax laws in many countries throughout the world. Bekaert structures and conducts its business globally in light of diverse regulatory requirements and Bekaert’s commercial, ﬁnancial and tax objectives. As a general rule, Bekaert seeks to structure its operations in a tax ecient manner, while complying with the applicable tax laws and regulations. Although it is anticipated that these are likely to achieve their desired eect, if any of them were successfully challenged by the relevant tax authorities, Bekaert and its subsidiaries could incur additional tax liabilities, which could adversely aect its eective tax rate, results of operations and ﬁnancial condition. Furthermore, given that tax laws and regulations in the various jurisdictions in which Bekaert operates often do not provide clear-cut or deﬁnitive guidance, Bekaert and its subsidiaries’ structure, business conduct and tax regime is based on Bekaert’s interpretations of the tax laws and regulations in Belgium and the other jurisdictions in which Bekaert and its subsidiaries operate. Although supported by tax consultants and specialists, Bekaert cannot guarantee that such interpretations will not be questioned by the relevant tax authorities or that the relevant tax and export laws and regulations in some of these countries will not be subject to change (in particular in the context of the rapidly changing international tax environment), varying interpretations and inconsistent enforcement, which could adversely aect Bekaert’s eective tax rate, results of operations and ﬁnancial condition. It is Bekaert’s practice to recognize provisions (per entity) for certain potential tax liabilities Annual Report Bekaert 2020 69 Financial risks Although supported by tax consultants and specialists, Bekaert cannot guarantee that such interpretations will not be questioned by the relevant tax authorities or that the relevant tax and export laws and regulations in some of these countries will not be subject to change (in particular in the context of the rapidly changing international tax environment), varying interpretations and inconsistent enforcement, which could adversely aect Bekaert’s eective tax rate, results of operations and ﬁnancial condition. It is Bekaert’s practice to recognize provisions (per entity) for certain potential tax liabilities. • Bekaert is exposed to a credit risk on its contractual and trading counterparties Bekaert is subject to the risk that the counterparties with whom it conducts its business (including in particular its customers) and who have to make payments to Bekaert are unable to make such payment in a timely manner or at all. While Bekaert has determined a credit policy that takes into account the risk proﬁles of the customers and the markets to which they belong, this policy can only limit some of its credit risks. If amounts that are due to Bekaert are not paid or not paid in a timely manner, this may not only impact its current trading and cash-ﬂow position but also its ﬁnancial and commercial position. Bekaert has a credit insurance policy in place to limit such risks. The Covid-19 pandemic increased the likelihood of the materialization of such risk, as the liquidity position of certain customers has been aected by the consequences of the pandemic and the payment behavior of certain customers changed. Some of the top-10 customers of Bekaert had delayed payments in the months April and May, but overdue rates returned to normal from June onwards. In addition, credit insurance companies have lowered the credit limits or have excluded credit insurance on certain third parties. Due to this increased risk, Bekaert has implemented measures to early detect, avoid and cover the arising risks. At present, Bekaert has not been confronted with increased bad debt provisions or customer bankruptcies leading to write-os of bad debts, but the risk could materialize if the impact of the pandemic leads to failure in collecting outstanding receivables from customers going into bankruptcy. • Bekaert is exposed to the political and economical instability in Venezuela In Venezuela, Bekaert’s activities have been aected in the past years due to shortages of raw material, power supply, and the extreme devaluation of the currency. Bekaert has over the past years downsized the business in Venezuela and the assets on Venezuelan soil have been impaired since 2010 in order to minimize any outstanding risk. In spite of the political and monetary instability, management was able to keep the company operational and hence concluded that it is still in control. At year-end 2020, the cumulative translation adjustments amount to $ 59,8 million, which - in the case of loss of control - would be recycled to income statement. • Adverse business performances or changes in underlying economic climate may result in impairment of assets In accordance with the International Accounting Standards regarding the impairment of assets (i.e. IAS36), an asset must not be carried in a company’s ﬁnancial statements at more than the highest recoverable amount (i.e. by selling or using the asset). In the event the carrying amount (i.e. book value) exceeds the recoverable amount, the asset is impaired. Bekaert regularly examines its groups of assets that do not generate cash ﬂows individually (i.e. Cash Generating Units (CGUs)) and more speciﬁcally CGUs to which goodwill is allocated. Nevertheless, Bekaert may also be required to recognize impairment losses on other assets due to (external) unexpected adverse events that may have an impact on its expected performance. Although impairment charges do not have an impact on Bekaert’s cash position, impairment losses are indicators of a potential shortfall in Bekaert’s (expected) business plan, which might have an indirect impact on the expected proﬁt generating capability of Bekaert. For further information on Bekaert’s goodwill on the balance sheet (and impairment losses relating thereto), please refer to the note 6.2 (Goodwill) of this Report. More speciﬁcally, this note describes in more detail the impairment testing ﬁndings on goodwill arising from the Bridon-Bekaert Ropes Group business combination, which represents the majority of the goodwill amount carried at the balance sheet. A strict execution and implementation of the various initiatives included in the Bridon-Bekaert Ropes Group proﬁt restoration plan is key to not incurring an impairment loss. Geopolitical/ Country risks • Bekaert faces asset and proﬁt concentration risks in China While Bekaert is a truly global company with a global network of manufacturing platforms and sales and distribution oces, reducing the asset and proﬁt concentration to a minimum, it still faces a risk of asset and proﬁt concentration in certain locations (such as Jiangyin, China). In case another risk would materialize, such as a political, social, or an environmental risk with major damage, then the risk of asset and proﬁt concentration could materialize. As part of a business continuity plan, Bekaert has measures in place to reduce this risk through back-up scenarios and delivery approvals from other locations. For example, in highly regulated sectors such as the automotive sector, Bekaert aims to have more than one production plant approved to supply the tire makers. • The Covid-19 pandemic impact on the longer term on Bekaert’s business and proﬁtability depends on a broad range of factors, including the duration and scope of the pandemic, the geographies impacted, social impact, its impact on economic activity (e.g. hardening insurance markets) and the nature and severity of measures adopted by governments to restrict the further spread of the virus, including restrictions on business operations and travelling, restrictions on large gatherings and orders to self-isolate. Bekaert implemented a crisis management plan and governance to manage the Covid-19 pandemic crisis focusing on safeguarding health & safety of our employees, protecting our customers and our business, ensuring ﬁnancial strength, identifying and pursuing opportunities arising from the crisis and enabling the organization to deal with ambiguity and keeping engagement level up - better together. An eective internal control and ERM framework is necessary to reach a reasonable level of assurance related to Bekaert’s ﬁnancial reports and in order to prevent fraud. Internal control on ﬁnancial reporting cannot prevent or trace all errors due to limits peculiar for control, such as possible human errors, misleading or circumventing controls, or fraud. That is why an eective internal control only generates reasonable assurance for the preparation and the fair presentation of the ﬁnancial information. Failure to pick up an error due to human errors, misleading or circumventing controls, or fraud could negatively impact Bekaert’s reputation and ﬁnancial results. This may also result in Bekaert failing to comply with its ongoing disclosure obligations. Annual Report Bekaert 2020 70 SUSTAINABILITY SUMMARY OF THE 2020 SUSTAINABILITY REPORT The world around us, our shared concern Our ambition is to create sustainable value for all our stakeholders: our customers, employees, shareholders, and the communities where we are active. better together sums up the unique cooperation within Bekaert and between Bekaert and its stakeholders. We are committed to delivering long-term value to all of them and as such, create sustainable business partnerships. Our company values distinguish us and guide our actions. We conduct business in a socially responsible and ethical manner. To us, sustainability is about economic success, about the safety and development of our employees, about lasting relationships with our business partners, and about environmental stewardship and social progress. This way, Bekaert translates sustainability into a beneﬁt for all stakeholders. The interests of our customers, employees, shareholders, local governments and the communities where we are active are reﬂected in the way we drive our operations. We do this in a structured way: we have translated our ambitions for improvement into clear targets for the short term and are further developing our sustainability strategy for the coming years. We are currently deﬁning, under the supervision of the Board of Directors, Bekaert’s sustainability strategy for the longer term. The strategy will include the company’s ambitions that will enable us to: » drive growth with dierentiating, sustainable solutions for our customers; » create a safe, healthy, diverse and inclusive workplace for our employees; » reduce the environmental impact of our operations and products; » foster a positive impact in the communities where we are active; » create sustainable value for our shareholders. Sustainability standards Bekaert’s Sustainability Report 2020 was conducted based on the GRI Sustainability Reporting Standards, in accordance ‘Core option’. [Subject to GRI certiﬁcation early March 2021] Global Reporting Initiative (GRI) is a non-proﬁt organization that promotes economic, environmental and social sustainability. Bekaert’s responsible performance in 2020 has been recognized by its inclusion in the Solactive ISS ESG Screened Europe Small Cap Index and the Solactive ISS ESG Screened Developed Markets Small Cap Index—a reference benchmark for top performers in terms of corporate social responsibility based on Vigeo Eiris’ research—as well as in Kempen SRI. Annual Report Bekaert 2020 71 In 2020-2021 respectively, rating agencies MSCI and ISS-ESG have analyzed the Environment, Social and Governance performance of our company, based on our publicly available information. Their reports are used by institutional investors and ﬁnancial service companies. For the fourth year in a row, Bekaert was awarded a gold recognition level from EcoVadis, an independent sustain- ability rating agency whose methodology is built on international CSR standards. The agency states that Bekaert forms part of the top 5% of all companies assessed in the same industry category. In response to growing interest throughout the supply chain to report on the carbon footprint of operations and logistics, Bekaert also participates in the Climate Change and Supply Chain questionnaires of CDP (formerly known as the Carbon Disclosure Project). Bekaert has received a ‘B-’ score in CDP’s Supplier Engagement Rating (SER), an improvement of 2 steps compared with previous ratings. Bekaert’s rating for disclosing and engaging with customers has signiﬁcantly improved, bringing us in a leading ‘A’ rating position. Our responsibility in the workplace Our commitment toward our employees As a company and as individuals, we act with integrity and commit to the highest standards of business ethics. We promote equal opportunity, foster diversity and we create a caring and safe working environment across our organization. Our values are ingrained in our culture and connect us all as One Bekaert team. We act with integrity · We earn trust · We are irrepressible! Our employees are the driving force behind our global success. The true strength of our company lies at the heart of every Bekaert employee’s passion to go the extra mile for our customers, to care deeply for each other, and for the world around us. That’s what being better together is all about. Bekaert responded to the Covid-19 pandemic with global and local measures to safeguard the health and safety of all employees and their families, and of contractors and visitors on our sites. We rigorously complied with the regulations deployed in all countries that host Bekaert activities. Meanwhile, we closely communicated with customers and suppliers in order to secure business and supply continuity. Annual Report Bekaert 2020 72 Bekaert teams unite to combat Covid-19 Our team members in China were the ﬁrst to be confronted with the virus challenges and with tight methods to contain the spread. Their learnings have been tremendously valuable for us. Their measures and best practices were integrated in Bekaert’s global Covid-19 Prevention Rules. These measures, implemented early in China and adopted by our teams worldwide, included: » social distancing ﬂoor markers at the employee gate entrances; » perimeter borders around oce desks; » distance in the locker rooms; » extended canteen hours to accommodate strict shift-assigned lunch hours; » daily temperature check before arriving onsite; » hand sanitizer stations throughout plants and oces; » frequent cleaning and disinfection of dressing rooms, desks, displays, equipment, etc.; » face masks for everyone, at all times. People engagement and empowerment have always been important at Bekaert. We empower our teams with responsibility, authority and account- ability, and count on the engagement of every Bekaert employee in driving a higher-level performance. It is our goal to create a no-harm-to-anyone working environment at Bekaert. We commit to do whatever is necessary to eliminate accidents in the workplace. We set our ambitions high when it comes to diversity, safety, and compliance to our Code of Conduct. We refer to the Bekaert Sustainability Report to read more about our actions and about the 2020 employment and safety data. Our responsibility in the markets We promote and apply responsible and sustainable business practices in all our business and community relationships. Our sourcing and innovation programs enhance sustainability throughout the value chain. We deal openly and honestly with our business partners. We expect our business partners to adhere to business principles consistent with interna- tionally accepted ethical standards. Connecting with our customers: on-site and online In the beginning of 2020, (pre-Covid19), the Lipetsk plant in Russia invited their steel cord customers to discuss what we can do better in serving their needs and how we can collaborate in developing new steel cord types. The Bekaert Lipetsk Quality and Technology teams also visited the customer sites to well understand their processing needs. Annual Report Bekaert 2020 73 Connecting with our customers online Virtual communication sessions became the norm in all of our customer contacts in 2020. The continuously changing business dynamics all over the world required constant alignment and interaction. While being isolated and banned from personal, face-to-face contacts through live meetings, visits, trade fairs or conferences, the online meetings brought us closer together than before. They also brought together more teams and individuals than the regular sales-purchasing relationships. We explored and extended the use of digital channels, integrated a live chat on our website, and shared information and expertise in virtual engagement campaigns. Plant teams connected with customers and colleagues working from home via livestream to view pre-qualiﬁcation tests. We organized customer training sessions online, while conventions and trade shows went digital with avatar networking and virtual booths. We also activated MyBekaert and My Rope, user-friendly customer portals on our website. These digital platforms have built interaction and trust in our commercial relationships. We engage with suppliers to enhance sustainability awareness and control upstream in the value chain and we set our ambitions high by targeting distinct sustainable beneﬁts through our Research & Innovation eorts. We refer to the Bekaert Sustainability Report to read more about how we work better together with our customers and suppliers. Our responsibility toward the environment We care for the climate and promote a circular economy: we develop and install manufacturing equipment that reduces energy consumption and optimizes recycling. We use renewable energy sources wherever possible and avoid the discharge of untreated euents and waste. We continuously strive to develop processes that use less material, cut energy consumption and reduce waste. We set our ambitions high to increase the green energy share in our energy sourcing and, consequently, reduce our GHG emissions. Anchoring our presence in ﬂoating oshore wind Floating wind platforms are an answer to further decarbonize the global energy mix and increase security of supply. Our solutions for wind farms are testimony to our commitment to sustainability. We have several products in our portfolio that are used to build (ﬂoating) wind farms: Dramix ® for concrete reinforce- ment, Bezinox ® armoring wire to bring electricity ashore via subsea power cables, A-cords timing belts for blade pitch adjustment, superconductor wires for turbine generators and mooring lines so platforms stay put. Annual Report Bekaert 2020 74 We not only raise our presence in wind energy markets with innovative products and solutions, we also gradually increase the share of renewable energy in the energy we consume, and we invest in green energy projects through VPPAs. Bekaert to source 100% of US electricity needs from renewable energy In December, ENGIE North America completed the construction of the King Plains windfarm in Oklahoma, US. Bekaert entered into a 35 MW Virtual Power Purchase Agreement (VPPA) with ENGIE North America in 2019 and is considering additional VPPAs as we work to achieve 100% renewable supply in the US. We are also looking into sourcing VPPAs in Europe as one of the measures to meet the company’s global ambition of 55% renewables by 2025. We refer to the Bekaert Sustainability Report for more examples of our extended product oering that contribute to a cleaner environment and for a full overview of the 2020 data related to energy usage, the green share in energy sourcing, GHG emissions, and water usage. Our responsibility toward society We support and develop initiatives that help improve the social conditions in the communities where we are active. Education projects form the backbone of Bekaert’s social funding and other community-building activities, because we believe that education and learning help create a sustainable future. Covid-19 brought another dimension to our responsible actions that help support society. From the outbreak of the pandemic onwards, we have engaged and supported the communities where we are active with protection awareness initiatives and with donations and voluntary help to medical and care centers around the world. We refer to the Bekaert Sustainability Report to read more about the initiatives that Bekaert colleagues worldwide organized to support medical and care centers, and children and students. The Bekaert India team collected food, clothes and stationery for the annual ‘Joy of giving’ project. In February 2020, they donated the goods to a local organization that supports children through education and social well-being. The team in India also donated computers to schools in the neighborhood of Bekaert’s operations. Annual Report Bekaert 2020 75 References • The overview of the development and the results of the business and of the position of the whole of the companies included in the consolidation is included in the Financial Review of the 2020 Annual Report. A description of the principal risks and uncertainties is included in the Corporate Governance Statement of the 2020 Annual Report. In addi- tion, reference is made to Notes 3 and 7.2 to the consolidated ﬁnancial statements of the Financial Review in the 2020 Annual Report. • The signiﬁcant events occurring after the balance sheet date are described in Note 7.5 to the consolidated ﬁnancial statements of the Financial Review in the 2020 Annual Report. • The research and development activities are described in the Chapter Technology & Innovation of the 2020 Annual Report. In addition, reference is made to Note 5.2 to the consolidated ﬁnancial statements of the Finan- cial Review in the 2020 Annual Report. • The information concerning the use of ﬁnancial instruments is included in Note 7.2 to the consolidated ﬁnancial statements of the Financial Review in the 2020 Annual Report. • The non-ﬁnancial information is included in the separate Sustainability Report, issued 26 March 2021. Annual Report Bekaert 2020 76 FINANCIAL REVIEW Table of Contents CONSOLIDATED FINANCIAL STATEMENTS 80 Consolidated income statement .....................................................................................................................................................................................................80 Consolidated statement of comprehensive income .................................................................................................................................................... 81 Consolidated balance sheet ................................................................................................................................................................................................................ 82 Consolidated statement of changes in equity ................................................................................................................................................................... 84 Consolidated cash ﬂow statement ...............................................................................................................................................................................................86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 87 1. General information ............................................................................................................................................................................................................................... 87 2. Summary of principal accounting policies ...................................................................................................................................................................... 87 2.1. Statement of compliance ....................................................................................................................................................................................................... 87 2.2. General principles ........................................................................................................................................................................................................................89 2.3. Balance sheet items ................................................................................................................................................................................................................... 90 2.4. Income statement items .......................................................................................................................................................................................................... 95 2.5. Statement of comprehensive income and statement of changes in equity ................................................................................... 96 2.6. Alternative performance measures ................................................................................................................................................................................96 2.7. Miscellaneous.................................................................................................................................................................................................................................. 96 3. Critical accounting judgments and key sources of estimation uncertainty ................................................................................... 97 3.1. Critical judgments in applying the entity’s accounting policies ............................................................................................................... 97 3.2. Key sources of estimation uncertainty ........................................................................................................................................................................ 97 4. Segment reporting ..................................................................................................................................................................................................................................98 4.1. Key data by reporting segment ......................................................................................................................................................................................... 98 4.2. Revenue by country .................................................................................................................................................................................................................. 100 5. Income statement items .................................................................................................................................................................................................................101 5.1. Net sales ............................................................................................................................................................................................................................................ 101 5.2. Operating result (EBIT) by function ..............................................................................................................................................................................102 5.3. Operating result (EBIT) by nature ................................................................................................................................................................................... 106 5.4. Interest income and expense ............................................................................................................................................................................................ 107 5.5. Other ﬁnancial income and expenses ........................................................................................................................................................................ 107 5.6. Income taxes ..................................................................................................................................................................................................................................108 5.7. Share in the results of joint ventures and associates ..................................................................................................................................... 109 5.8. Earnings per share .....................................................................................................................................................................................................................109 6. Balance sheet items ............................................................................................................................................................................................................................ 111 6.1. Intangible assets ......................................................................................................................................................................................................................... 111 6.2. Goodwill ............................................................................................................................................................................................................................................. 112 6.3. Property, plant and equipment ........................................................................................................................................................................................ 116 6.4. Right-of-use (RoU) property, plant and equipment ......................................................................................................................................... 118 6.5. Investments in joint ventures and associates .......................................................................................................................................................120 6.6. Other non-current assets ..................................................................................................................................................................................................... 123 6.7. Deferred tax assets and liabilities.................................................................................................................................................................................. 124 6.8. Operating working capital ....................................................................................................................................................................................................127 6.9. Other receivables........................................................................................................................................................................................................................129 6.10. Cash & cash equivalents and short-term deposits .......................................................................................................................................... 129 6.11. Other current assets ................................................................................................................................................................................................................130 6.12. Assets classiﬁed as held for sale and liabilities associated with those assets ..........................................................................130 Annual Report Bekaert 2020 78 6.13. Ordinary shares, treasury shares and equity-settled share-based payments ........................................................................... 131 6.14. Retained earnings and other Group reserves ...................................................................................................................................................... 138 6.15. Non-controlling interests ......................................................................................................................................................................................................140 6.16. Employee beneﬁt obligations ............................................................................................................................................................................................ 144 6.17. Provisions .........................................................................................................................................................................................................................................153 6.18. Interest-bearing debt ...............................................................................................................................................................................................................154 6.19. Other non-current liabilities ................................................................................................................................................................................................ 157 6.20. Other current liabilities ........................................................................................................................................................................................................... 157 6.21. Tax positions ..................................................................................................................................................................................................................................157 7. Miscellaneous items ............................................................................................................................................................................................................................ 158 7.1. Notes to the cash ﬂow statement ..................................................................................................................................................................................158 7.2. Financial risk management and ﬁnancial derivatives ..................................................................................................................................... 161 7.3. Contingencies, commitments, secured liabilities and assets pledged as security ................................................................ 173 7.4. Related parties ............................................................................................................................................................................................................................. 174 7.5. Events after the balance sheet date ............................................................................................................................................................................ 175 7.6. Services provided by the statutory auditor and related persons .......................................................................................................... 175 7.7. Subsidiaries, joint ventures and associates .......................................................................................................................................................... 176 PARENT COMPANY INFORMATION 180 Annual report of the Board of Directors and ﬁnancial statements of NV Bekaert SA ..........................................................................................................................................................................................................................................180 Proposed appropriation of NV Bekaert SA 2020 result ...........................................................................................................................................182 Appointments pursuant to the Articles of Association ...........................................................................................................................................183 AUDITOR’S REPORT 184 Annual Report Bekaert 2020 79 CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statement FS_2020.xlsx Income Statement 24/03/2021 3:44 in thousands of € - Year ended 31 December Notes 2019 2020 Sales 5.1. 4 322 450 3 772 374 Cost of sales 5.2. -3 795 320 -3 214 056 Gross profit 5.2. 527 131 558 318 Selling expenses 5.2. -188 606 -167 141 Administrative expenses 5.2. -127 676 -133 526 Research and development expenses 5.2. -70 729 -52 361 Other operating revenues 5.2. 27 655 84 659 Other operating expenses 5.2. -12 758 -33 422 Operating result (EBIT) 5.2. 155 017 256 527 of which EBIT - Underlying 5.2. / 5.3. 241 909 272 244 One-off items 5.2. -86 891 -15 717 Interest income 5.4. 2 841 3 386 Interest expense 5.4. -69 166 -59 554 Other financial income and expenses 5.5. -18 371 -30 165 Result before taxes 70 322 170 194 Income taxes 5.6. -51 081 -56 513 Result after taxes (consolidated companies) 19 241 113 682 Share in the results of joint ventures and associates 5.7. 28 959 34 355 RESULT FOR THE PERIOD 48 200 148 037 Attributable to equity holders of Bekaert 41 329 134 687 non-controlling interests 6.15. 6 871 13 350 FS_2020.xlsx Income Statement 24/03/2021 3:44 Earnings per share in € per share 5.8. 2019 2020 Result for the period attributable to equity holders of Bekaert Basic 0.731 2.382 Diluted 0.730 2.266 The accompanying notes are an integral part of this income statement. Annual Report Bekaert 2020 80 Consolidated statement of comprehensive income FS_2020.xlsx Comprehensive income stat 24/03/2021 3:44 in thousands of € - Year ended 31 December Notes 2019 2020 Result for the period 48 200 148 037 Other comprehensive income (OCI) 6.14. Other comprehensive income reclassifiable to income statement in subsequent periods Exchange differences Exchange differences arising during the year on subsidiaries 16 563 -80 879 Exchange differences arising during the year on joint ventures and associates -2 171 -38 134 OCI reclassifiable to income statement in subsequent periods, after tax 14 392 -119 013 Other comprehensive income non-reclassifiable to income statement in subsequent periods Remeasurement gains and losses on defined-benefit plans -833 2 497 Net fair value gain (+) / loss (-) on investments in equity instruments designated as at fair value through OCI 2 372 250 Share of non-reclassifiable OCI of joint ventures and associates 11 4 Deferred taxes relating to non-reclassifiable OCI 6.7. 1 822 -1 024 OCI non-reclassifiable to income statement in subsequent periods, after tax 3 372 1 727 Other comprehensive income for the period 17 764 -117 286 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 65 964 30 751 Attributable to equity holders of Bekaert 62 506 23 233 non-controlling interests 6.15. 3 458 7 518 The accompanying notes are an integral part of this statement of comprehensive income. Annual Report Bekaert 2020 81 Consolidated balance sheet FS_2020.xlsx Balance Sheet 24/03/2021 3:44 Assets as at 31 December in thousands of € Notes 2019 2020 Intangible assets 6.1. 60 266 54 664 Goodwill 6.2. 149 784 149 398 Property, plant and equipment 6.3. 1 349 657 1 191 781 RoU Property, plant and equipment 6.4. 149 051 132 607 Investments in joint ventures and associates 6.5. 160 665 123 981 Other non-current assets 6.6. 36 281 45 830 Deferred tax assets 6.7. 142 333 124 243 Non-current assets 2 048 037 1 822 503 Inventories 6.8. 783 030 683 477 Bills of exchange received 6.8. 59 904 54 039 Trade receivables 6.8. 644 908 587 619 Other receivables 6.9. / 6.21. 111 615 101 330 Short-term deposits 6.10. 50 039 50 077 Cash and cash equivalents 6.10. 566 176 940 416 Other current assets 6.11. 40 510 41 898 Assets classified as held for sale 6.12. 466 6 740 Current assets 2 256 647 2 465 597 Total 4 304 684 4 288 100 Annual Report Bekaert 2020 82 FS_2020.xlsx Balance Sheet 24/03/2021 3:44 Equity and liabilities as at 31 December in thousands of € Notes 2019 2020 Share capital 6.13. 177 793 177 812 Share premium 37 751 37 884 Retained earnings 6.14. 1 492 028 1 614 781 Treasury shares 6.14. -107 463 -106 148 Other Group reserves 6.14. -165 000 -276 448 Equity attributable to equity holders of Bekaert 1 435 110 1 447 880 Non-controlling interests 6.15. 96 430 87 175 Equity 1 531 540 1 535 055 Employee benefit obligations 6.16. 123 409 130 948 Provisions 6.17. 25 005 25 166 Interest-bearing debt 6.18. 1 184 310 968 076 Other non-current liabilities 6.19. 265 1 231 Deferred tax liabilities 6.7. 34 182 38 337 Non-current liabilities 1 367 171 1 163 759 Interest-bearing debt 6.18. 424 184 641 655 Trade payables 6.8. 652 384 668 422 Employee benefit obligations 6.8. / 6.16. 148 784 149 793 Provisions 6.17. 30 222 11 421 Income taxes payable 6.21. 82 411 53 543 Other current liabilities 6.20. 67 988 64 451 Liabilities associated with assets classified as held for sale 6.12. - - Current liabilities 1 405 973 1 589 286 Total 4 304 684 4 288 100 The accompanying notes are an integral part of this balance sheet. Annual Report Bekaert 2020 83 Consolidated statement of changes in equity Stat chgs in Equity Share capital Share premium Retained earnings Treasury shares Cumulative translation adjustments Revaluation reserve for non- consolidated equity investments Remeasurement reserve for DB plans Deferred tax reserve NCI put option reserve Total Non-controlling interests 2 Total equity Balance as at 1 January 2019 177 793 37 751 1 480 235 -108 843 -130 102 -14 489 -68 267 26 694 -8 206 1 392 566 119 071 1 511 637 Result for the period - - 41 329 - - - - - - 41 329 6 871 48 200 Other comprehensive income - - 11 - 16 138 2 372 1 244 1 413 - 21 178 -3 413 17 765 Capital contribution by non-controlling interests - - - - - - - - - - 652 652 Reclassifications - - -18 - - - 18 -6 6 - - - Effect of NCI purchase 3 - - 6 973 - - - -11 3 8 200 15 165 -13 632 1 533 Effect of other changes in Group structure - - - - - - - - - - 128 128 Equity-settled share-based payment plans - - 4 390 - - - - - - 4 390 - 4 390 Treasury shares transactions - - -1 341 1 380 - - - - - 39 - 39 Dividends - - -39 557 - - - - - - -39 557 -13 247 -52 804 Balance as at 31 December 2019 177 793 37 751 1 492 022 -107 463 -113 964 -12 117 -67 016 28 104 - 1 435 110 96 430 1 531 540 Balance as at 1 January 2020 177 793 37 751 1 492 022 -107 463 -113 964 -12 117 -67 016 28 104 - 1 435 110 96 430 1 531 540 Result for the period - - 134 687 - - - - - - 134 687 13 350 148 037 Other comprehensive income - - - - -113 858 250 3 473 -1 319 - -111 454 -5 832 -117 286 Effect of NCI purchase 4 - - -467 - - - - - - -467 -8 503 -8 970 Equity-settled share-based payment plans - - 8 556 - - - - - - 8 556 - 8 556 Creation of new shares 19 133 - - - - - - - 152 - 152 Treasury shares transactions - - -231 1 314 - - - - - 1 083 - 1 083 Dividends - - -19 787 - - - - - - -19 787 -8 270 -28 057 Balance as at 31 December 2020 177 812 37 884 1 614 780 -106 149 -227 822 -11 867 -63 543 26 785 - 1 447 880 87 175 1 535 055 4 In February 2020, the buy-out of Continental in Bekaert Slatina SRL through the acquisition of Conti's 20% shareholding was closed. A consideration of € 9.0 million was paid. in thousands of € Attributable to equity holders of Bekaert 1 Attributable to equity holders of Bekaert 1 3 In December 2019, the Group acquired the remaining non-controlling interests in Bekaert Maccaferri Underground Solutions BVBA for a consideration of € 9.5 million. As part of the transaction, the put option held by Maccaferri was extinguished. 2 See note 6.15. ‘Non-controlling interests’. 1 See note 6.14. ‘Retained earnings and other Group reserves’. Annual Report Bekaert 2020 84 Stat chgs in Equity Share capital Share premium Retained earnings Treasury shares Cumulative translation adjustments Revaluation reserve for non- consolidated equity investments Remeasurement reserve for DB plans Deferred tax reserve NCI put option reserve Total Non-controlling interests 2 Total equity Balance as at 1 January 2019 177 793 37 751 1 480 235 -108 843 -130 102 -14 489 -68 267 26 694 -8 206 1 392 566 119 071 1 511 637 Result for the period - - 41 329 - - - - - - 41 329 6 871 48 200 Other comprehensive income - - 11 - 16 138 2 372 1 244 1 413 - 21 178 -3 413 17 765 Capital contribution by non-controlling interests - - - - - - - - - - 652 652 Reclassifications - - -18 - - - 18 -6 6 - - - Effect of NCI purchase 3 - - 6 973 - - - -11 3 8 200 15 165 -13 632 1 533 Effect of other changes in Group structure - - - - - - - - - - 128 128 Equity-settled share-based payment plans - - 4 390 - - - - - - 4 390 - 4 390 Treasury shares transactions - - -1 341 1 380 - - - - - 39 - 39 Dividends - - -39 557 - - - - - - -39 557 -13 247 -52 804 Balance as at 31 December 2019 177 793 37 751 1 492 022 -107 463 -113 964 -12 117 -67 016 28 104 - 1 435 110 96 430 1 531 540 Balance as at 1 January 2020 177 793 37 751 1 492 022 -107 463 -113 964 -12 117 -67 016 28 104 - 1 435 110 96 430 1 531 540 Result for the period - - 134 687 - - - - - - 134 687 13 350 148 037 Other comprehensive income - - - - -113 858 250 3 473 -1 319 - -111 454 -5 832 -117 286 Effect of NCI purchase 4 - - -467 - - - - - - -467 -8 503 -8 970 Equity-settled share-based payment plans - - 8 556 - - - - - - 8 556 - 8 556 Creation of new shares 19 133 - - - - - - - 152 - 152 Treasury shares transactions - - -231 1 314 - - - - - 1 083 - 1 083 Dividends - - -19 787 - - - - - - -19 787 -8 270 -28 057 Balance as at 31 December 2020 177 812 37 884 1 614 780 -106 149 -227 822 -11 867 -63 543 26 785 - 1 447 880 87 175 1 535 055 4 In February 2020, the buy-out of Continental in Bekaert Slatina SRL through the acquisition of Conti's 20% shareholding was closed. A consideration of € 9.0 million was paid. in thousands of € Attributable to equity holders of Bekaert 1 Attributable to equity holders of Bekaert 1 3 In December 2019, the Group acquired the remaining non-controlling interests in Bekaert Maccaferri Underground Solutions BVBA for a consideration of € 9.5 million. As part of the transaction, the put option held by Maccaferri was extinguished. 2 See note 6.15. ‘Non-controlling interests’. 1 See note 6.14. ‘Retained earnings and other Group reserves’. The accompanying notes are an integral part of this statement of changes in equity. Annual Report Bekaert 2020 85 Consolidated cash ﬂow statement in thousands of € - Year ended 31 December Notes 2019 2020 Operating activities Operating result (EBIT) 5.2. / 5.3. 155 017 256 527 Non-cash items included in operating result 7.1. 305 198 270 417 Investing items included in operating result 7.1. 3 428 -38 626 Amounts used on provisions and employee benefit obligations 7.1. -61 299 -50 756 Income taxes paid 5.6. / 7.1. -60 624 -56 504 Gross cash flows from operating activities 341 721 381 059 Change in operating working capital 6.8. 168 549 124 419 Other operating cash flows 7.1. 14 056 -556 Cash flows from operating activities 524 326 504 921 Investing activities New business combinations 7.2. - -978 Proceeds from disposals of investments 800 - Dividends received 6.5. 18 750 25 324 Purchase of intangible assets 6.1. -4 410 -3 214 Purchase of property, plant and equipment 6.3. -94 504 -104 477 Purchase of RoU Land 6.4. -13 074 - Proceeds from disposals of fixed assets 7.1. 1 349 52 136 Cash flows from investing activities -91 089 -31 209 Financing activities Interest received 5.4. 2 960 3 076 Interest paid 5.4. -50 130 -42 864 Gross dividend paid to shareholders of NV Bekaert SA -39 557 -19 787 Gross dividend paid to non-controlling interests -13 873 -5 953 Proceeds from long-term interest-bearing debt 6.18. 585 696 201 309 Repayment of long-term interest-bearing debt 6.18. -675 253 -247 673 Cash flows from / to (-) short-term interest-bearing debt 6.18. -76 715 41 358 Treasury shares transactions 6.13. 39 1 084 Sales and purchases of NCI 7.1. -9 500 -8 970 Other financing cash flows 7.1. 7 540 -4 319 Cash flows from financing activities -268 793 -82 741 Net increase or decrease (-) in cash and cash equivalents 164 444 390 972 Cash and cash equivalents at the beginning of the period 398 273 566 176 Effect of exchange rate fluctuations 3 459 -16 731 Cash and cash equivalents at the end of the period 566 176 940 416 The accompanying notes are an integral part of this cash ﬂow statement. Annual Report Bekaert 2020 86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of principal accounting policies 2.1. Statement of compliance The consolidated ﬁnancial statements have been prepared in accordance with the International Financial Reporting Stan- dards (IFRSs) which have been endorsed by the European Union. These ﬁnancial statements are also in compliance with the IFRSs as issued by the IASB. New and amended standards and interpretations Standards, interpretations and amendments eective in 2020 » In the current year, the Group has applied the below amend- ments to IFRS standards and Interpretations issued by the Board that are eective for an annual period that begins on or after 1 January 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in these ﬁnancial statements. » In September 2019, the IASB issued Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7). These amendments modify speciﬁc hedge accounting require- ments to allow hedge accounting to continue for aected hedges during the period of uncertainty before the hedged items or hedging instruments aected by the current interest rate benchmarks are amended as a result of the on-going interest rate benchmark reforms. The amendments are not relevant to the Group given that it does not apply hedge accounting. » In May 2020, the IASB issued Covid-19-Related Rent Con- cessions (Amendment to IFRS 16) that provides practical relief to lessees in accounting for rent concessions occur- ring as a direct consequence of Covid-19, by introducing a practical expedient to IFRS 16. The practical expedient permits a lessee to elect not to assess whether a Covid-19- related rent concession is a lease modiﬁcation. A lessee that makes this election shall account for any change in lease payments resulting from the Covid-19-related rent conces- sion the same way it would account for the change applying IFRS 16 if the change were not a lease modiﬁcation. The practical expedient applies only to rent concessions occurring as a direct consequence of Covid-19 and only if all of the following conditions are met: (a) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consid- eration for the lease immediately preceding the change; (b) Any reduction in lease payments aects only payments originally due on or before 30 June 2021 (a rent concession meets this condition if it results in reduced lease payments on or before 30 June 2021 and increased lease payments that extend beyond 30 June 2021); and; (c) There is no sub- stantive change to other terms and conditions of the lease. In the current ﬁnancial year, the Group has applied the amendment to IFRS 16 to a minor amount of rent conces- sions received (€ 0.2 million). » The Group has adopted the amendments to IFRS 3 ‘Deﬁ- nition of a business’ for the ﬁrst time in the current year. The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be con - sidered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together signiﬁcantly contribute to the ability to create outputs. The amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. The amendments also introduce additional guidance that helps to determine whether a substantive process has been acquired. The amendments introduce an optional concentration test that permits a simpliﬁed assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single iden- tiﬁable asset or group of similar assets. The amendments are applied prospectively to all business combinations and 1. General information NV Bekaert SA (the ‘Company’) is a company domiciled in Belgium and a world market and technology leader in steel wire trans- formation and coating technologies. The Company’s consolidated ﬁnancial statements include those of the Company and its subsidiairies (together referred to as the ‘Group’ or ‘Bekaert’) and the Group’s interest in joint ventures and associates accounted for using the equity method. The consolidated ﬁnancial statements were authorized for issue by the Board of Directors of the Company on 24 March 2021. Annual Report Bekaert 2020 87 asset acquisitions for which the acquisition date is on or after 1 January 2020. » The Group has adopted the amendments to IAS 1 and IAS 8 ‘Deﬁnition of material’ for the ﬁrst time in the current year. The amendments make the deﬁnition of material in IAS 1 easier to understand and are not intended to alter the under- lying concept of materiality in IFRS Standards. The concept of ‘obscuring’ material information with immaterial informa- tion has been included as part of the new deﬁnition. The threshold for materiality inﬂuencing users has been changed from ‘could inﬂuence’ to ‘could reasonably be expected to inﬂuence’. The deﬁnition of material in IAS 8 has been replaced by a reference to the deﬁnition of material in IAS 1. In addition, the IASB amended other Standards and the Conceptual Framework that contain a deﬁnition of ‘material’ or refer to the term ‘material’ to ensure consis- tency. » The Group has adopted the amendments included in Amendments to References to the Conceptual Framework in IFRS Standards for the ﬁrst time in the current year. Standards, amendments and interpretations that are not yet eective in 2020 and have not been early adopted The Group did not elect for early application of the following new or amended standards: » Amendments to IAS 16 ‘Property, plant and equipment’ that prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds and related costs in proﬁt or loss. The entity measures the cost of those items in accordance with IAS 2 ‘Inventories’. The amendments are eective for annual periods beginning on or after 1 January 2022, with early application permitted. » Amendments to IAS 1 ‘Classiﬁcation of liabilities as current or non-current’ aect only the presentation of liabilities as current or non-current in the statement of ﬁnancial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the clas- siﬁcation of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classiﬁcation is unaected by expecta- tions about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a deﬁnition of ‘settlement’ to make clear that settlement refers to the transfer to the counter - party of cash, equity instruments, other assets or services. The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with early application permitted. » Amendments to IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors’ issuing a deﬁnition of accounting estimates to help entites to distinguish between accounting policies and accounting estimates. The amend- ments are eective for annual periods beginning on or after 1 January 2023. » Amendments to IFRS 4 ‘Insurance Contracts’ that change the ﬁxed expiry date for the temporary exemption in IFRS 4 ‘Insurance Contracts’ from applying IFRS 9 ‘Financial instru- ments’, so that entities would be required to apply IFRS 9 for annual periods beginning on or after 1 January 2021. » IFRS 17 ‘Insurance Contracts’ and related amendments, eective 1 January 2023, establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 ‘Insurance Contracts’. » Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 related to the Interest Rate Benchmark Reform - Phase 2, applicable for annual periods beginning on or after 1 Jan- uar y 2021. » Amendments to IFRS 10 and IAS 28 ‘Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’, eective date yet to be set by the IASB, deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. » Amendments to IFRS 3 ‘Business combinations’ that update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework. The amendments are eec- tive for business combinations for which the date of acqui- sition is on or after the beginning of the ﬁrst annual period beginning on or after 1 January 2022. Early application is permitted if an entity also applies all other updated refer- ences (published together with the updated Conceptual Framework) at the same time or earlier. » Amendments to IAS 37 ‘Provisions, contingent liabilities and contingent assets’ which specify that the ‘cost of fulﬁlling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract consist of both the incremental costs of fulﬁlling that contract (exam- ples would be direct labour or materials) and an allocation of other costs that relate directly to fulﬁlling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulﬁll- ing the contract). The amendments are eective for annual reporting periods beginning on or after 1 January 2022, with early application permitted. » Annual Improvements to IFRS Standards 2018-2020, includ- ing amendments to four standards (IFRS1, IFRS 9, IFRS 16 and IAS 41). The amendments are eective for annual peri- ods beginning on or after 1 January 2022, with early appli- cation permitted. These new, and amendments to, standards and interpreta- tions eective after 2020 are not expected to have a material impact on the ﬁnancial statements. Annual Report Bekaert 2020 88 2.2. General principles Basis of preparation The consolidated ﬁnancial statements are presented in thousands of euros, under the historical cost convention, except for derivatives, ﬁnancial assets at FVTOCI and ﬁnancial assets at FVTPL, which are stated at their fair value. Financial assets which do not have a quoted price in an active market and the fair value of which cannot be reliably measured are carried at cost. Unless explicitly stated, the accounting policies are applied consistently with the previous year. Principles of consolidation Subsidiaries Subsidiaries are entities over which NV Bekaert SA exercises control, which is the case when the Company is exposed, or has rights to variable returns from its involvement with the entity and has the ability to aect these returns through its power over the entity. The ﬁnancial statements of subsi- diaries are included in the consolidated ﬁnancial statements from the date when the Group acquires control until the date when control is relinquished. All intercompany transactions, balances with and unrealized gains on transactions between Group companies are eliminated; unrealized losses are also eliminated unless the impairment is permanent. Equity and net result attributable to non-controlling shareholders are shown separately in the balance sheet, the income statement and the comprehensive income statement. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reﬂect the changes in their relative interests in the subsi- diaries. Any dierence between the amount by which the non- controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity. When the Group loses control of a subsidiary, the proﬁt or loss on disposal is calculated as the dierence between: » the aggregate of the fair value of the consideration received and the fair value of any retained interest; and » the carrying amount of the assets (including goodwill), lia- bilities and any non-controlling interests of the subsidiary before its disposal. Joint arrangements and associates A joint arrangement exists when NV Bekaert SA has contrac- tually agreed to share control with one or more other parties, which is the case only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement can be treated as a joint operation (i.e. NV Bekaert SA has rights to the assets and obligations for the liabilities) or a joint venture (i.e. NV Bekaert SA only has rights to the net assets). Associates are companies in which NV Bekaert SA, directly or indirectly, has a signiﬁcant inﬂuence and which are neither subsidiaries nor joint arrangements. This is presumed if the Group holds at least 20% of the voting rights attaching to the shares. The ﬁnancial information included for these companies is prepared using the accounting policies of the Group. When the Group has acquired joint control in a joint venture or signiﬁcant inﬂuence in an associate, the share in the acquired assets, liabilities and contingent liabilities is initially remeasured to fair value at the acquisition date and accounted for using the equity method. Any excess of the purchase price over the fair value of the share in the assets, liabilities and contingent liabilities acquired is recognized as goodwill. When the goodwill is negative, it is immediately recognized in proﬁt or loss. Subsequently, the consolidated ﬁnancial statements include the Group’s share of the results of joint ventures and associates accounted for using the equity method until the date when joint control or signiﬁcant inﬂuence ceases. If the Group’s share of the losses of a joint venture or associate exceeds the carrying amount of the investment, the investment is carried at nil value and recognition of additional losses is limited to the extent of the Group’s commitment. Unrealized gains arising from transactions with joint ventures and asso- ciates are set against the investment in the joint venture or associate concerned to the extent of the Group’s interest. The carrying amounts of investments in joint ventures and associates are reassessed if there are indications that the asset has been impaired or that impairment losses recog - nized in prior years have ceased to apply. The investments in joint ventures and associates in the balance sheet include the carrying amount of any related goodwill. Foreign currency translation Items included in the ﬁnancial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated ﬁnancial state- ments are presented in euro, which is the Company’s func- tional and the Group’s presentation currency. Financial state- ments of foreign entities are translated as follows: » assets and liabilities are translated at the closing exchange rate of the European Central Bank; » income, expenses and cash ﬂows are translated at the aver- age exchange rate for the year; » shareholders’ equity is translated at historical exchange rates. Exchange dierences arising from the translation of the net investment in foreign subsidiaries, joint ventures and associ- ates at the closing exchange rate are included in shareholders’ equity under ‘cumulative translation adjustments’. On disposal of foreign entities, cumulative translation adjustments are recognized in the income statement as part of the gain or loss on the sale. In the ﬁnancial statements of the parent company and its subsidiaries, monetary assets and liabilities denomi- nated in foreign currency are translated at the exchange rate at the balance sheet date, thus giving rise to unrealized exchange results. Unrealized and realized foreign-exchange gains and losses are recognized in the income statement, except when deferred in equity as qualifying cash ﬂow hedges and qualify- ing net investment hedges. Goodwill is treated as an asset of the acquiree and is accordingly accounted for in the acquiree’s currency and translated at the closing rate. Annual Report Bekaert 2020 89 2.3. Balance sheet items Intangible assets Intangible assets acquired in a business combination are initially measured at fair value; intangible assets acquired separately are initially measured at cost. After initial recog- nition, intangible assets are measured at cost or fair value less accumulated amortization and any accumulated impairment losses. Intangible assets are amortized on a straight-line basis over the best estimate of their useful lives. The amortization period and method are reviewed at each ﬁnancial year-end. A change in the useful life of an intangible asset is accounted for prospectively as a change in estimate. Under the provisions of IAS 38 intangible assets may have indeﬁnite useful lives. If the useful life of an intangible asset is deemed indeﬁnite, no amortization is recognized and the asset is reviewed at least annually for impairment. Licenses, patents and similar rights Expenditure on acquired licenses, patents, trademarks and similar rights is capitalized and amortized on a straight-line basis over the contractual period, if any, or the estimated use- ful life, which is normally considered not to be longer than ten years. Computer software Generally, costs associated with the acquisition, develop- ment or maintenance of computer software are recognized as an expense when they are incurred, but external costs directly associated with the acquisition and implementation of acquired ERP software are recognized as intangible assets and amortized over ﬁve years on a straight-line basis. Commercial assets Commercial assets mainly include customer lists, customer contracts and brand names, mostly acquired in a business combination, with useful lives ranging between 8 and 15 years. Emission rights In the absence of any IASB standard or interpretation regu- lating the accounting treatment of CO2 emission rights, the Group has applied the ‘net approach’, according to which: » the allowances are recognized as intangible assets and measured at cost (the cost of allowances issued free of charge being therefore zero); and » any short position is recognized as a liability at the fair value of the allowances required to cover the shortfall at the bal- ance sheet date. Research and development Expenditure on research activities undertaken with the pros- pect of gaining new scientiﬁc or technological knowledge and understanding is recognized in the income statement as an expense when it is incurred. Expenditure on development activities where research ﬁndings are applied to a plan or design for the production of new or substantially improved products and processes prior to com- mercial production or use is capitalized if, and only if, all of the recognition criteria set out below are met: » the product or process is clearly deﬁned and costs are sep- arately identiﬁed and reliably measured; » the technical feasibility of the product is demonstrated; » the product or process is to be sold or used in house; » the assets are expected to generate future economic beneﬁts (e.g. a potential market exists for the product or, if for internal use, its usefulness is demonstrated); and » adequate technical, ﬁnancial and other resources required for completion of the project are available. Capitalized development costs are amortized from the com- mencement of commercial production of the product on a straight-line basis over the period during which beneﬁts are expected to accrue. The period of amortization normally does not exceed ten years. An in-process research and develop- ment project acquired in a business combination is recognized as an asset separately from goodwill if its fair value can be measured reliably. Goodwill and business combinations Acquisitions of businesses are accounted for using the acqui- sition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets trans- ferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisi- tion-related costs are recognized in proﬁt or loss as incurred. The identiﬁable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the dierence between: (i) the sum of the following elements: » consideration transferred; » amount of any non-controlling interests in the acquiree; » fair value of the Group’s previously held equity interest in the acquiree (if any); and (ii) the net of the acquisition-date amounts of the identiﬁable assets acquired and the liabilities assumed. If, after reassess- ment, this dierence is negative (‘negative goodwill’), it is rec- ognized immediately in proﬁt or loss as a bargain purchase gain. Non-controlling interests are initially measured either at fair value or at their proportionate share of the recognized amounts of the acquiree’s identiﬁable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Subsequent changes in the fair value of the con- tingent consideration are recognized in proﬁt or loss. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and any resulting gain or loss is recognized in proﬁt or loss. Amounts arising from interests Annual Report Bekaert 2020 90 in the acquiree prior to the acquisition date that have previ- ously been recognized in other comprehensive income are reclassiﬁed to proﬁt or loss where such treatment would be appropriate if that interest was disposed of. Impairment of goodwill For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units that are expected to beneﬁt from the synergies of the combination. Cash- generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit’s value may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated ﬁrst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit in proportion to the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period. Property, plant and equipment The Group has opted for the historical cost model and not for the revaluation model. Property, plant and equipment sepa- rately acquired is initially measured at cost. Property, plant and equipment acquired in a business combination is initially measured at fair value, which thus becomes its deemed cost. After initial recognition, property, plant and equipment is mea - sured at cost less accumulated depreciation and accumu- lated impairment losses. Cost includes all direct costs and all expenditure incurred to bring the asset to its working condi- tion and location for its intended use. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Depreciation is provided over the estimated useful lives of the various classes of property, plant and equipment on a straight-line basis. The useful life and depreciation method are reviewed at least at each ﬁnancial year-end. Unless revised due to speciﬁc changes in the estimated economic useful life, annual depre- ciation rates are as follows: » land 0% » buildings 5% » plant, machinery & equipment 8%-25% » R&D testing equipment 16.7%-25% » furniture and vehicles 20% » computer hardware 20% Right-of-use (RoU) property, plant & equipment The Group as lessee The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of- use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short- term leases (deﬁned as leases with a lease term of 12 months or less) and leases of low value assets (such as printers, copi- ers and small oce equipment). For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underying asset. If a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reﬂects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Rights to use land are amortized over the contractual period which can vary between 30 and 100 years, but is in most cases 50 years. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statement of ﬁnancial position. The Group applies IAS 36 to determine whether a right-of-use asset is impaired. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease compo- nents, and instead accounts for any lease and associated non-lease components as a single arrangement. The Group applies this practical expedient on contracts for company cars and industrial vehicles, where non-lease components such as maintenace and replacement of tires are not separated but included in the lease component. Government grants Government grants relating to the purchase of property, plant and equipment are deducted from the cost of these assets. They are recognized in the balance sheet at their expected value at the time of initial government approval and corrected, if necessary, after ﬁnal approval. The grant is amortized over the depreciation period of the underlying assets. Financial assets The Group classiﬁes its ﬁnancial assets in the following cate- gories: measured at amortized cost, at fair value through proﬁt or loss (FVTPL) or at fair value through other comprehensive income (FVTOCI). The classiﬁcation depends on the contrac- tual characteristics of the ﬁnancial assets and the business Annual Report Bekaert 2020 91 model under which they are held. Management determines the classiﬁcation of its ﬁnancial assets at initial recognition. Financial assets at amortized cost Financial assets are classiﬁed at amortized cost when the contract has the characteristics of a basic lending arrange - ment and they are held with the intention of collecting the con- tractual cash ﬂows until their maturity. The Group’s ﬁnancial assets at amortized cost comprises, unless stated otherwise, trade and other receivables, bills of exchange received, short- term deposits and cash and cash equivalents in the balance sheet. They are measured at amortized cost using the eective interest method, less any impairment. Financial assets at fair value Other debt instruments and all equity investments are mea- sured at fair value. Equity investments can either be carried at fair value through proﬁt or loss (FVTPL) or at fair value through other comprehensive income (FVTOCI). This option can be elected on an investment by investment basis and cannot be reversed subsequently. In principle, Bekaert will carry its main non-consolidated strategic equity investments at FVTOCI. Derivatives are categorized as at FVTPL unless they are des- ignated and eective as hedges. Bills of exchange received Payment by means of bills of exchange (bank acceptance drafts) is a widespread practice in China. Bills of exchange received are either settled at maturity date, discounted before the maturity date or transferred to a creditor to settle a liability. Discounting is done either with or without recourse. With recourse means that the discounting bank can claim reimbursement of the amount paid in case the issuer defaults. When a bill is discounted with recourse, the amount received is not deducted from the outstanding bills of exchange received, but a liability is recognized in ‘current interest-bear- ing debt’ until the maturity date of that bill. Cash & cash equivalents and short-term deposits Cash equivalents and short-term deposits are short-term investments that are readily convertible to known amounts of cash. They are subject to insigniﬁcant risk of change in value. Cash equivalents are highly liquid and have original maturities of three months or less, while short-term deposits have original maturities of more than three months and less than one year. Balances from cash pool facilities are reported as cash & cash equivalents. Bank overdrafts are not reported as a deduction from cash & cash equivalents but as interest-bearing debt. Impairment of ﬁnancial assets Financial assets that are debt instruments, other than those measured at FVTPL, are tested for impairment using the expected credit loss model (‘ECL’). The amount of expected credit losses is updated at each reporting date to reﬂect changes in credit risk since initial recognition of the respec- tive ﬁnancial instrument. When determining whether the credit risk of a ﬁnancial asset has increased signiﬁcantly since initial recognition and when estimating ECLs, Bekaert considers reasonable and supportable information that is relevant and available without undue cost or eort. This includes both quan- titative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. The Group always recognizes lifetime ECL for trade receivables. At each reporting date, Bekaert measures the impairment loss for ﬁnancial assets measured at amortized cost (e.g. trade receivables and bills of exchange received) as the pres- ent value of the expected cash shortfalls (discounted at the original eective interest rate). Amounts deemed uncol- lectible are written o against the corresponding allowance account at each balance sheet date. In assessing collec - tive impairment, the Group uses historical information on the amount of loss incurred, and made an adjustment if current economic and credit conditions were such that the actual losses were likely to be greater or lesser than suggested by historical trends. Additions to and recoveries from the bad debt allowance account related to trade receiv- ables are reported under ‘selling expenses’ in the income statement. Inventories Inventories are valued at the lower of cost and net realiz- able value. Cost is determined by the ﬁrst-in, ﬁrst-out (FIFO) method. For processed inventories, cost means full cost including all direct and indirect production costs required to bring the inventory items to the stage of completion at the balance sheet date. Net realizable value is the estimated sell- ing price in the ordinary course of business, less the costs of completion and costs necessary to make the sale. Share capital When shares are repurchased, the amount of the consideration paid, including directly attributable costs, is recognized as a change in equity. Repurchased shares (treasury shares) are presented in the balance sheet as a deduction from equity. The result on the disposal of treasury shares sold or cancelled is recognized in retained earnings. Non-controlling interests Non-controlling interests represent the shares of minority or non-controlling shareholders in the equity of subsidiaries which are not fully owned by the Group. At the acquisition date, the item is either measured at its fair value or at the non-controlling shareholders’ proportion of the fair values of net assets recognized on acquisition of a subsidiary (business combination). Subsequently, it is adjusted for the appropri- ate proportion of subsequent proﬁts and losses. The losses attributable to non-controlling shareholders in a consolidated subsidiary may exceed their interest in the equity of the sub- sidiary. A proportional share of total comprehensive income is attributed to the non-controlling interests even if this results in the non-controlling interests having a deﬁcit balance. Provisions Provisions are recognized in the balance sheet when the Group has a present obligation (legal or constructive) as a result of a past event, which is expected to result in an outﬂow of resources embodying economic beneﬁts which can be reli- Annual Report Bekaert 2020 92 ably estimated. Each provision is based on the best estimate of the expenditure required to settle the present obligation at the balance sheet date. When appropriate, provisions are measured on a discounted basis. Restructuring A provision for restructuring is only recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly before the balance sheet date. Restruc- turing provisions only include the direct expenditure arising from the restructuring which is necessarily incurred on the restructuring and is not associated with the ongoing activities of the entity. Site remediation A provision for site remediation in respect of contaminated land is recognized in accordance with the Group’s published environmental policy and applicable legal requirements. Employee beneﬁt obligations The parent company and several of its subsidiaries have pension, death beneﬁt and health care beneﬁt plans covering a substantial part of their workforce. Deﬁned-beneﬁt plans Most pension plans are deﬁned-beneﬁt plans with bene- ﬁts based on years of service and level of remuneration. For deﬁned-beneﬁt plans, the amount recognized in the balance sheet (net liability or asset) is the present value of the deﬁned-beneﬁt obligation less the fair value of any plan assets. The present value of the deﬁned-beneﬁt obligation is the present value, without deducting any plan assets, of expected future payments required to settle the obligation resulting from employee service in the current and prior periods. The present value of the deﬁned-beneﬁt obligation and the related current and past service costs are calculated using the projected unit credit method. The discount rate used is the yield at balance sheet date on high-quality corporate bonds with remaining terms to maturity approximating those of the Group’s obliga- tions. In case the fair value of plan assets exceeds the present value of the deﬁned-beneﬁt obligations, the net asset is limited to the asset ceiling. The asset ceiling is the present value of any economic beneﬁts available in the form of refunds from the plan or reductions in future contributions to the plan. The net interest on the net deﬁned-beneﬁt liability/asset is based on the same discount rate. Actuarial gains and losses comprise experience adjustments (the eects of dierences between the previous actuarial assumptions and what has actually occurred) and the eects of changes in actuarial assumptions. Past service cost is the change in the present value of the deﬁned-beneﬁt obligation for employee service in prior periods and resulting in the current period from a plan amend- ment or a curtailment. Past service costs are recognized immediately through proﬁt or loss. Remeasurements of the net deﬁned-beneﬁt liability (asset) comprise (a) actuarial gains and losses, (b) the return on plan assets, after deduction of the amounts included in net interest on the net deﬁned-beneﬁt liability (asset) and (c) any change in the eect of the asset ceiling, after deduction of any amounts included in net interest on the net deﬁned-beneﬁt liability (asset). Remeasurements are recognized immediately through equity. A settlement is a transaction that eliminates all further legal or constructive obligations for part or all of the beneﬁts provided under a deﬁned-beneﬁt plan, other than a payment of beneﬁts to, or on behalf of, employees that is set out in the terms of the plan and included in the actuarial assumptions. In the income statement, current and past service cost, including gains or losses from settlements, are included in the operating result (EBIT), and the net interest on the net deﬁned-beneﬁt liability (asset) is included in interest expense, under interest on interest-bearing provisions. Pre-retirement pensions in Belgium and plans for medical care in the United States are also treated as deﬁned-beneﬁt plans. Deﬁned-contribution plans Obligations in respect of contributions to deﬁned- contribution pension plans are recognized as an expense in the income statement as they fall due. By law, deﬁned- contribution pension plans in Belgium are subject to mini- mum guaranteed rates of return. Before 2015, the deﬁned- contribution plans in Belgium were basically accounted for as deﬁned-contribution plans. New legislation dated December 2015 however triggered the qualiﬁcation. As a consequence, the deﬁned-contribution plans are reported as deﬁned-beneﬁt obligations, whereby as from year end 2016 an actuarial valuation was performed. Other long-term employee beneﬁts Other long-term employee beneﬁts, such as service awards, are accounted for using the projected unit credit method. However, the accounting method diers from the method applied for post-employment beneﬁts, as actuarial gains and losses are recognized immediately through proﬁt or loss. Share-based payment plans The Group issues equity-settled and cash-settled share- based payments to certain employees. Equity-set - tled plans allow Group employees to acquire shares of NV Bekaert SA, and include stock option plans (‘SOP’), performance share plans (‘PSP’), personal sharehold - ing requirement plans (‘PSR’) and stock grants, all of which are operated in Belgium. Cash-settled plans entitle Group employees to receive payment of cash bonuses based on the price of the Bekaert share on the Euronext stock exchange, and include share appreciation rights (‘SAR’) and performance share unit plans (‘PSU’), all of which are operated outside Belgium. Equity-settled share-based payments are recognized at fair value (excluding the eect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed, with a corresponding increase in equity, on a straight-line basis over the vesting period, based on the Group’s estimate of the number of equity instruments granted that will eventually vest and adjusted for the eect of non- market-based vesting conditions. Cash-settled share-based payments are recognized as liabil- ities over the vesting period at fair value, which is remeasured at each reporting date and at the date of settlement. Changes Annual Report Bekaert 2020 93 in fair value are recognized in the income statement over the vesting period, taking into account the number of units or rights expected to vest. The Group uses binomial models or Monte Carlo simulations to determine the fair value of the share-based payment plans. Interest-bearing debt Interest-bearing debt includes loans and borrowings which are initially recognized at the fair value of the consideration received net of transaction costs incurred. In subsequent periods, they are carried at amortized cost using the eective interest-method, any dierence between the proceeds (net of transaction costs) and the redemption value being recognized in the income statement over the period of the liability. If ﬁnan- cial liabilities are hedged using derivatives qualifying as a fair value hedge, the hedging instruments are carried at fair value and the hedged items are remeasured for fair value changes due to the hedged risk (see accounting policies for derivatives and hedging). Lease liabilities Interest-bearing debt also includes the lease liabilities rec- ognized with respect to all lease arrangements in which the Group is the lessee, except for short-term leases and leases of low value assets. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: » ﬁxed lease payments, less any lease incentives receivable; » variable lease payments that depend on an index or rate, initially measured using the index or rate at the commence- ment date; » the amount expected to be payable by the lessee, under residual value guarantees; » the exercise price of purchase options, if the lessee is rea- sonably certain to exercise the options; and » payments of penalties for terminating the lease, if the lease term reﬂects the exercise of an option to terminate the lease. The lease liability is subsequently measured by increasing the carrying amount to reﬂect interest on the lease liability (using the eective interest method) and by reducing the car- rying amount to reﬂect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: » The lease term has changed or there is a signiﬁcant event or change in circumstances resulting in a change in assess- ment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. » The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remea- sured by discounting the revised lease payments using an unchanged discount rate. » A lease contract is modiﬁed and the lease modiﬁcation is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modiﬁed lease by discounting the revised lease payments using a revised discount rate at the eective date of the modiﬁcation. Trade payables and other current liabilities Trade payables and other current liabilities, except derivatives, are initially measured at cost, which is the fair value of the consideration payable, and subsequently carried at amortized cost. Income taxes Income taxes are classiﬁed as either current or deferred taxes. Current income taxes include expected tax charges based on the accounting proﬁt for the current year and adjustments to tax charges of prior years. In evaluating the potential income tax liabilities, the Group assumes that the tax authorities will examine amounts they have a right to examine and have full knowledge of all related information when making those examinations. The Group takes into account both the assess- ments, decisions and verdicts received from tax audits and other kinds of information sources as well as the potential sources of challenge from tax authorities. The Group recog- nizes a liability when the Group assesses it is not probable for the tax authorities to accept the position that the Group takes regarding the tax treatment in question. The Group measures the income tax liability according to the most likely amount of the potential economic outﬂow. However, Bekaert continues to believe that its positions on all these audits are robust. Deferred taxes are calculated, using the liability method, on temporary dierences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred taxes are measured using the tax rates expected to apply to taxable income in the years in which those temporary dierences are expected to be realized or settled, based on tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized to the extent that it is probable that future taxable proﬁt will be available against which the temporary dierences can be utilized; this criterion is reas- sessed at each balance sheet date. Deferred tax on temporary dierences arising on investments in subsidiaries, associates and joint ventures is provided for, except where the Group is able to control the timing of the reversal of the temporary dierence and it is probable that the temporary dierence will not be reversed in the foreseeable future. Derivatives, hedging and hedging reserves The Group uses derivatives to hedge its exposure to foreign-exchange and interest-rate risks arising from operating, ﬁnancing and investing activities. The net exposure of all subsidiaries is managed on a centralized basis by Group Treasury in accordance with the aims and principles laid down by general management. As a policy, the Group does not engage in speculative or leveraged transactions. Derivatives are initially and subsequently measured and car- ried at fair value. The fair value of traded derivatives is equal to their market value. If no market value is available, the fair value is calculated using standard ﬁnancial valuation models, based Annual Report Bekaert 2020 94 upon the relevant market rates at the reporting date. The Group may apply hedge accounting in accordance with IFRS 9 to reduce income statement volatility. Depending on the nature of the hedged risk, a distinction is made between fair value hedges, cash ﬂow hedges and hedges of a net investment in a foreign entity. Fair value hedges are hedges of the exposure to varia- bility in the fair value of recognized assets and liabilities. The derivatives classiﬁed as fair value hedges are carried at fair value and the related hedged items (assets or liabilities) are remeasured for fair value changes due to the hedged risk. The corresponding changes in fair value are recognized in the income statement. When a hedge ceases to meet the qualifying criteria, hedge accounting is discontinued and the adjustment to the carrying amount of a hedged interest- bearing ﬁnancial instrument is recognized as income or expense and will be fully amortized over the remaining period to maturity of the hedged item. Cash ﬂow hedges are hedges of the exposure to variability in future cash ﬂows related to recognized assets or liabilities, highly probable forecast transactions or currency risk on unrecognized ﬁrm commitments. Changes in the fair value of a hedging instrument that qualiﬁes as a highly eective cash ﬂow hedge are recognized directly in shareholders’ equity (hedging reserve). The ineective portion is recognized immediately in the income statement. If the hedged cash ﬂow results in the recognition of a non-ﬁnancial asset or liability, all gains and losses previously recognized directly in equity are transferred from equity and included in the initial measurement of the cost or carrying amount of the asset or liability. For all other cash ﬂow hedges, gains and losses initially recognized in equity are transferred from the hedging reserve to the income statement when the hedged ﬁrm commitment or forecast transaction results in the recognition of a proﬁt or loss. When the hedge ceases to meet the qualifying criteria, hedge accounting is discontinued prospectively and the accumulated gain or loss is retained in equity until the committed or forecast transaction occurs. If the forecast transaction is no longer expected to occur, any net cumulative gain or loss previously reported in equity is transferred to the income statement. If a net investment in a foreign entity is hedged, all gains or losses on the eective portion of the hedging instrument, together with any gains or losses on the foreign-currency translation of the hedged investment, are taken directly to equity. Any gains or losses on the ineective portion are recognized immediately in the income statement. The cumu- lative remeasurement gains and losses on the hedging instru- ment, that had previously been recognized directly in equity, and the gains and losses on the currency translation of the hedged item are recognized in the income statement only on disposal of the investment. In order to comply with the requirements of IFRS 9 regarding the use of hedge accounting, the strategy and purpose of the hedge, the relationship between the ﬁnancial instrument used as the hedging instrument and the hedged item and the estimated (prospective) eectiveness are documented by the Group at the inception of the hedge. The eectiveness of existing hedges is monitored on a quarterly basis. The Group uses derivatives that do not satisfy the hedge accounting criteria of IFRS 9 but provide eective economic hedges under the Group’s risk management policies. Changes in the fair value of any such derivatives are recognized imme- diately in the income statement. Derivatives embedded in non-derivative host contracts that are not ﬁnancial assets are treated as separate derivatives when they meet the deﬁnition of a derivative, their risks and charac- teristics are not closely related to those of the host contract and the host contract is not measured at fair value through proﬁt or loss. Impairment of assets Goodwill and intangible assets with an indeﬁnite useful life or not yet available for use (if any) are reviewed for impairment at least annually; other tangible and intangible ﬁxed assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized in the income statement as and when the carrying amount of an asset exceeds its recoverable amount (being the higher of its fair value less costs of disposal and its value in use). The fair value less costs of disposal is the amount obtainable from the sale of an asset in an arm’s length transaction less the costs of disposal, while value in use is the present value of the future cash ﬂows expected to be derived from an asset. Recoverable amounts are estimated for individual assets or, if this is not possible, for the smallest cash-generating unit to which the assets belong. Reversal of impairment losses recognized in prior years is included as income when there is an indication that the impairment losses recognized for the asset are no longer needed or the need has decreased, except for impair- ment losses on goodwill, which are never reversed. 2.4. Income statement items Revenue recognition The Group recognizes revenue mainly from the sale of products. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue from the sale of products when it transfers control over the corresponding product to a customer. Revenue from the sale of products is recognized at a point in time. Sales are recognized net of sales taxes and discounts. No revenue is recognized on barter transactions involving the exchange of similar goods or services. Interest is recognized on a time-proportional basis that reﬂects the eective yield on the asset. Royalties are recognized on an accrual basis in accordance with the terms of agreements. Dividends are recognized when the share- holder’s right to receive payment is established. Annual Report Bekaert 2020 95 2.5. Statement of comprehensive income and statement of changes in equity The statement of comprehensive income presents an overview of all income and expenses recognized both in the income statement and in equity. In accordance with IAS 1 ‘Presentation of Financial Statements’, an entity can elect to present either a single statement of comprehensive income or two statements, i.e. an income statement immediately followed by a compre- hensive income statement. The Group elected to do the latter. A further consequence of presenting a statement of compre- hensive income is that the content of the statement of changes in equity is conﬁned to owner-related changes only. 2.6. Alternative performance measures To analyze the ﬁnancial performance of the Group, Bekaert consistently uses various non-GAAP metrics or Alternative Performance Measures (‘APMs’) as deﬁned in the European Securities and Markets Authority’s (‘ESMA’) Guidelines on Alternative Performance Measures. In accordance with these ESMA Guidelines, the deﬁnition and reason for use of each of the APMs as well as reconciliation tables are provided in the ‘Key Figures’ section of the Report of the Board. The main APMs used in the Financial Review relate to underlying perfor- mance measures. Underlying performance measures Operating income and expenses that are related to restruc- turing programs, impairment losses, the initial accounting for business combinations, business disposals, environmental provisions or other events and transactions that have a one- o eect are excluded from Underlying EBIT(DA) measures. Restructuring programs mainly include lay-o costs, gains and losses on disposal, and impairment losses of assets involved in a shut-down, major reorganization or relocation of operations. When not related to restructuring programs, only impairment losses resulting from testing cash-generating units qualify as one-o eects. One-o eects from business combinations mainly include: acquisition-related expenses, negative goodwill, gains and losses on step acquisition, and recycling of CTA on the interest previously held. One-o eects from business dis- posals include gains and losses on the sale of businesses that do not qualify as discontinued operations. These disposed businesses may consist of integral, or parts (disposal groups) of subsidiaries, joint ventures and associates. Besides environmental provisions, other events or transactions that are not inherent to the business and have a one-o eect mainly include disasters and sales of investment property. 2.7. Miscellaneous Non-current assets held for sale and discontinued operations A non-current asset or disposal group is classiﬁed as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This con- dition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. A discontinued operation is a compo- nent of an entity which the entity has disposed of or which is classiﬁed as held for sale, which represents a separate major line of business or geographical area of operations and which can be distinguished operationally and for ﬁnancial reporting purposes. For a sale to be highly probable, the entity should be committed to a plan to sell the asset (or disposal group), an active program to locate a buyer and complete the plan should be initiated, and the asset (or disposal group) should be actively marketed at a price which is reasonable in relation to its current fair value, and the sale should be expected to be completed within one year from the date of classiﬁcation. Assets classiﬁed as held for sale are measured at the lower of their carrying amount and fair value less costs necessary to make the sale. Any excess of the car- rying amount over the fair value less costs to sell is included as an impairment loss. Depreciation of such assets is discontinued as from their classiﬁcation as held for sale. Comparative balance sheet information for prior periods is not restated to reﬂect the new classiﬁcation in the balance sheet. Contingencies Contingent assets are not recognized in the ﬁnancial state- ments. They are disclosed if the inﬂow of economic beneﬁts is probable. Contingent liabilities are not recognized in the ﬁnancial statements, except if they arise from a business com- bination. They are disclosed, unless the possibility of a loss is remote. Events after the balance sheet date Events after the balance sheet date which provide additional information about the Company’s position as at the balance sheet date (adjusting events) are reﬂected in the ﬁnancial statements. Events after the balance sheet date which are not adjusting events are disclosed in the notes if material. Annual Report Bekaert 2020 96 3. Critical accounting judgments and key sources of estimation uncertainty In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These judgments, estimates and assumptions are reviewed on an ongoing basis. 3.1. Critical judgments in applying the entity’s accounting policies The following are the critical judgments made by manage- ment, apart from those involving estimations (see note 3.2. ‘Key sources of estimation uncertainty’ below), that have a signiﬁcant eect on the amounts reported in the consolidated ﬁnancial statements. » Management assessed that a constructive obligation exists to provide pre-retirement schemes for employees as from the ﬁrst day of service (see note 6.16. ‘Employee beneﬁt obligations’) and therefore these pre-retirement schemes are treated as deﬁned-beneﬁt plans using the projected unit credit method. The obligation amounted to € 8.4 million (2019: € 10.4 million). » Management continued to conclude that the criteria for cap- italization were not met and hence recognized development expenditure through proﬁt or loss. » Management makes judgments in deﬁning the functional currency of Group entities based on economic substance of the transactions relevant to these entities. By default the functional currency is the one of the country in which the entity is operating. See note 7.7. ‘Subsidiaries, joint ventures and associates’ for a comprehensive list of entities and their functional currency. As regard to its Venezuelan operations, management concluded last year that the bolivar sober- ano is no longer the functional currency, but instead the US dollar is the functional currency. This decision is based on the facts that an important part of the operative income is denominated in US dollar; that the main part of the costs structure also takes as reference US dollar and is payable using this reference exchange rate; and that as from May 2019, banks can act as intermediaries in foreign currency transactions through ‘exchange tables’, a measure that makes the exchange control that operated since 2003 and that gave the State a monopoly in currency management, more ﬂexible. » Management assessed that it is still controlling the Vene- zuelan subsidiairies. In spite of the political and monetary instability, management was able to keep the company operational and hence concluded that it is still in control. At year-end 2020, the cumulative translation adjustments (‘CTA’) amount to € -59.8 million, which - in case of loss of control - would be recycled to income statement. Apart from the CTA, the contribution of the Venezuelan operations to the consolidated accounts is immaterial. 3.2. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and the other key sources of estimation uncertainty at the end of the reporting period that have a risk of causing material adjustments to the carrying amounts of assets and liabilities within the next ﬁnancial year. » Management performed the annual impairment test on the goodwill related to BBRG on the basis of the latest busi- ness plan. Following the realized turnaround performance of the business in 2020, headroom has become very solid, reducing the likelihood of an impairment loss (see note 6.2. ‘Goodwill’). » Management assessed the changes in the current eco- nomic environment related to the Covid-19 pandemic as an impairment loss indicator. Tests for all its Cash Gener- ating Units (CGU’s), also for the ones to which no goodwill is allocated, have been performed. Based on these tests, management concluded no impairment losses are to be recognized at this point in time (see note 6.2. ‘Goodwill’). » Impairment analyses are based upon assumptions such as market evolution, margin evolution and discount rates. The ability of an entity to pass on changes in raw material prices to its customers (either through contractual arrangements or through commercial negotiations) is included in the margin evolution assumption. Sensitivity analyses for reasonable changes in these assumptions are presented as part of note 6.2. ‘Goodwill’. » Given its global presence, Bekaert is exposed to tax risks in many jurisdictions. On the one hand, the application of tax law in the dierent jurisdictions can be complex and requires judgement to assess risk and estimate outcomes, which is a major source of uncertainty. On the other hand, tax authorities of the jurisdictions conduct regular tax audits that may reveal potential tax issues. As the tax audits can require many years to resolve, this further adds to the uncertainty. While the outcome of such tax audits is not certain, Bekaert has considered the merits of its ﬁling positions of the matters subject to each tax audit in an overall evaluation of potential tax liabilities, and concludes that the Group has adequate liabilities recorded in its consolidated ﬁnancial statements for exposures on these matters. Accordingly, Bekaert considers it unlikely that potential tax exposures over and above the amounts currently recorded as liabilities in the consolidated ﬁnancial statements will be material to its ﬁnancial condition. Both the timing and the position taken by the tax authorities in the dierent jurisdictions give rise to the uncertainty and risk of resulting in an adjustment to the carrying amounts of income tax payable related to uncertain tax positions within Annual Report Bekaert 2020 97 the next ﬁnancial year. In 2020 a number of pending tax audits in dierent countries were ﬁnalized, leading to an additional tax expense on the one hand but also to the release of related provisions for uncertain tax positions on the other hand. At year- end 2020 uncertain tax positions recognized as income taxes payable amounted to € 31.6 million (2019: € 64.7 million). See note 6.21. ‘Tax positions’. 4. Segment reporting Bekaert uses a business segmentation to evaluate the nature and ﬁnancial performance of the business as a whole, in line with the way ﬁnancial performance is reported to the chief operating decision maker. The Group’s business units (BU) are character- ized by BU-speciﬁc product and market proﬁles, industry trends, cost drivers, and technology needs tailored to speciﬁc industry requirements. The following four business units are presented: 1. Rubber Reinforcement (RR): 43% of consolidated third party sales (2019: 45%) 2. Steel Wire Solutions (SWS): 36% of consolidated third party sales (2019: 34%) 3. Specialty Businesses (SB): 10% of consolidated third party sales (2019: 10%) 4. Bridon-Bekaert Ropes Group (BBRG): 11% of consolidated third party sales (2019: 11%) 4.1. Key data by reporting segment Capital employed elements (intangible assets, goodwill, property, plant and equipment, RoU property, plant and equipment and the elements of the operating working capital) are allocated to the various segments. All other assets and liabilities are reported as unallocated assets or liabilities. ‘Group’ mainly consists of the functional unit technology and unallocated expenses for group management and services; it does not constitute a reportable segment in itself. Any sales between segments are transacted at prices which reﬂect the arm’s length principle. Intersegment mainly includes eliminations of receivables and payables, of sales and of margin on transfers of inventory items and of PP&E and related adjustments to depreciation and amortization. Annual Report Bekaert 2020 98 4 Segment reporting 2019 in thousands of € Rubber Reinforcement Steel Wire Solutions Specialty Businesses BBRG Group Intersegment Consolidated Consolidated third party sales 1 952 881 1 447 804 413 915 488 658 19 193 - 4 322 450 Consolidated sales 1 985 551 1 491 303 425 906 491 065 90 667 -162 042 4 322 450 Operating result (EBIT) 154 802 25 286 34 079 9 187 -76 466 8 129 155 017 EBIT - Underlying 172 288 50 697 52 014 11 860 -53 080 8 129 241 909 Depreciation and amortization 123 097 56 897 14 994 32 782 14 602 -13 303 229 069 Impairment losses 8 446 10 709 2 293 -2 247 - - 19 202 EBITDA 286 345 92 891 51 366 39 723 -61 864 -5 174 403 288 Segment assets 1 525 870 878 533 302 231 588 025 37 850 -120 089 3 212 419 Unallocated assets 1 092 265 Total assets 4 304 684 Segment liabilities 286 671 286 024 67 223 102 129 87 143 -24 422 804 769 Unallocated liabilities 1 968 375 Total liabilities 2 773 144 Capital employed 1 239 198 592 509 235 008 485 896 -49 293 -95 668 2 407 651 Weighted average capital employed 1 305 979 643 316 232 702 478 220 -19 528 -100 472 2 540 217 Return on weighted average capital employed (ROCE) 11.9% 3.9% 14.6% 1.9% - - 6.1% Capital expenditure – PP&E 42 094 27 560 20 073 13 743 2 183 -7 422 98 231 Capital expenditure – intangible assets 815 76 - 436 2 597 -324 3 600 Share in the results of joint ventures and associates 5 751 23 207 - - - - 28 959 Investments in joint ventures and associates 54 721 105 944 - - - - 160 665 Number of employees (year-end) 1 13 011 6 217 1 457 2 558 1 750 - 24 994 4 Segment reporting 2020 in thousands of € Rubber Reinforcement Steel Wire Solutions Specialty Businesses BBRG Group Intersegment Consolidated Consolidated third party sales 1 614 077 1 333 513 389 434 424 359 10 991 3 772 374 Consolidated sales 1 644 744 1 363 252 396 030 426 682 71 658 -129 992 3 772 374 Operating result (EBIT) 136 126 87 921 36 244 23 805 -33 772 6 203 256 527 EBIT - Underlying 144 305 96 093 45 285 33 763 -53 585 6 384 272 244 Depreciation and amortization 102 706 49 433 16 469 30 757 13 145 -10 407 202 103 Impairment losses 1 825 2 752 1 699 6 964 724 - 13 964 EBITDA 240 657 140 106 54 412 61 526 -19 903 -4 204 472 594 Segment assets 1 404 496 804 952 288 357 505 875 -8 564 -122 938 2 872 179 Unallocated assets 1 415 922 Total assets 4 288 100 Segment liabilities 310 268 307 519 71 377 82 838 84 133 -46 917 809 219 Unallocated liabilities 1 943 826 Total liabilities 2 753 045 Capital employed 1 094 228 497 433 216 980 423 037 -92 697 -76 021 2 062 960 Weighted average capital employed 1 166 713 544 493 226 288 457 583 -70 926 -88 974 2 235 178 Return on weighted average capital employed (ROCE) 11.7% 16.1% 16.0% 5.2% - - 11.5% Capital expenditure – PP&E 37 425 20 596 29 183 16 452 848 -4 510 99 993 Capital expenditure – intangible assets 460 141 14 443 2 435 -279 3 214 Share in the results of joint ventures and associates 7 121 27 240 - - -6 - 34 355 Investments in joint ventures and associates 43 287 80 674 - - 19 - 123 981 Number of employees (year-end) 1 12 540 6 028 1 373 2 320 1 578 - 23 839 1 Number of employees: full-time equivalents. Annual Report Bekaert 2020 99 4.2. Revenue by country The table below shows the relative importance of Belgium (i.e. the country of domicile), Chile, China, the USA and Slovakia for Bekaert in terms of revenues and selected non-current assets (i.e. intangible assets; goodwill; property, plant and equipment; RoU property, plant and equipment; investments in joint ventures and associates). 4 Segment reporting in thousands of € 2019 % of total 2020 % of total Consolidated third party sales from Belgium 341 696 8% 272 187 7% from Chile 385 282 9% 348 906 9% from China 921 153 21% 841 825 22% from USA 703 660 16% 553 461 15% from Slovakia 343 124 8% 320 459 8% from other countries 1 627 535 38% 1 435 535 39% Total third party consolidated sales 4 322 450 100% 3 772 374 100% Selected non-current assets in Belgium 137 619 7% 120 396 7% in Chile 90 051 5% 84 340 5% in China 342 611 18% 300 702 18% in USA 139 802 7% 118 356 7% in Slovakia 141 388 8% 129 278 8% in other countries 1 017 952 55% 899 358 55% Total selected non-current assets 1 869 423 100% 1 652 429 100% Bekaert’s top 5 customers together represented 20% (2019: 21%) of the Group’s total consolidated sales, while the next top 5 customers represented another 7% (2019: 8%) of the Group’s total consolidated sales. Annual Report Bekaert 2020 100 5. Income statement items 5.1. Net sales The Group recognizes revenue from the following sources: delivery of products and, to a limited extent, of services and projects. Bekaert assessed that the delivery of products represents the main performance obligation. The Group recognizes revenue at a point in time when it transfers control over a product to a customer. Customers obtain control when the products are delivered (based on the related inco terms in place). The amount of revenue recognized is adjusted for volume discounts. No adjustment is made for returns nor for warranty nor for variable compensation as the impact is deemed immaterial based on historical infor- mation. Disaggregating revenue by timing of revenue recognition, i.e. at a point in time vs over time (as is customary for engineering activities) does not add much value, as sales of machines to third parties contribute very little to total sales. 5.1 Sales in thousands of € 2019 % of total 2020 % of total Sales of products 4 311 201 99.7% 3 765 501 99.8% Sales of machines by engineering 10 814 0.3% 6 519 0.2% Other sales 435 0.0% 354 0.0% Net sales 4 322 450 100% 3 772 374 100% In the following table, net sales is disaggregated by industry including a reconciliation of the net sales by industry with the Group’s operating segments (see note 4.1. ‘Key data by reporting segment’). This analysis is also often presented in press releases, shareholders’ guides and other presentations. 5.1 Sales 2019 in thousands of € Rubber Reinforce- ment Steel Wire Solutions Specialty Businesses BBRG Group Consolidated Industry Tire & Automotive 1 843 534 163 620 39 134 7 842 - 2 054 130 Energy & Utilities 445 174 990 46 810 92 986 - 315 231 Construction 558 448 795 285 962 66 078 - 801 393 Consumer Goods 132 225 075 3 207 - - 228 414 Agriculture - 257 477 - 31 926 - 289 403 Equipment 93 884 54 919 3 715 140 783 19 193 312 494 Basic Materials 14 328 103 492 35 087 149 042 - 301 949 Other - 19 436 - - - 19 436 Total 1 952 881 1 447 804 413 915 488 657 19 193 4 322 450 5.1 Sales 2020 in thousands of € Rubber Reinforce- ment Steel Wire Solutions Specialty Businesses BBRG Group Consolidated Industry Tire & Automotive 1 535 462 133 083 30 112 7 200 - 1 705 857 Energy & Utilities 85 183 525 22 118 78 296 - 284 024 Construction 7 378 062 293 574 60 367 - 732 010 Consumer Goods - 99 798 3 754 - - 103 552 Agriculture - 261 174 - 38 126 - 299 300 Equipment 68 307 74 357 3 937 116 585 10 991 274 177 Basic Materials 10 215 203 513 35 940 123 785 - 373 453 Total 1 614 077 1 333 513 389 434 424 359 10 991 3 772 374 Annual Report Bekaert 2020 101 5.2. Operating result (EBIT) by function 5.2 EBIT by function Sales and gross profit in thousands of € 2019 2020 variance (%) Sales 4 322 450 3 772 374 -12.7% Cost of sales -3 795 320 -3 214 056 -15.3% Gross profit 527 131 558 318 5.9% Gross profit in % of sales 12.2% 14.8% Bekaert achieved consolidated sales of € 3.8 billion in 2020, well below last year (-12.7%) due to the heavy impact of the Covid-19 pandemic in the ﬁrst half of 2020. The organic sales decline (-9.7%) was driven by lower volumes (-8.3%) and passed-on wire rod price and other price-mix eects for the full year (-1.4%). The currency movements were -3.0% negative (mainly related to movements in US dollar, Chilean peso and Chinese renminbi). The Group not only oset the impact on Gross proﬁt from drop in sales, but even realized an increase of € 31.2 million (5.9%) in absolute terms, resulting in a margin of 14.8% (2019: 12.2%). This was realized due to positive mix eects from continued growth in good margin businesses, signiﬁcant progress in the proﬁt restoration in Steel Wire Solutions as well in BBRG, impact of mitigation actions in response to Covid-19 economic implications and unfavorable impact from exchange rates (€ -18.0 million). 5.2 EBIT by function Overheads in thousands of € 2019 2020 variance (%) Selling expenses -188 606 -167 141 -11.4% Administrative expenses -127 676 -133 526 4.6% Research and development expenses -70 729 -52 361 -26.0% Total -387 011 -353 027 -8.8% The overhead expenses decreased by € 34.0 million (9.4% on sales, stable compared to 2019). The decrease in absolute value was mainly achieved due to the full year impact of cost-out actions taken during the previous year and the impact of mitigation actions taken in Covid-19 times. The one-o impact from the restructuring programs on overheads decreased by € 5.7 million and mainly related to lay-o costs and the impairment of assets. In 2020, selling expenses included bad debt allowances recog- nized for € -5.4 million (2019: € -6.4 million) and reversal of bad debt allowances for amounts used and not used for € 4.9 million (2019: € 5.9 million). 5.2 EBIT by function Other operating revenues in thousands of € 2019 2020 variance Royalties received 12 997 10 139 -2 858 Gains on disposal of PP&E and intangible assets 553 3 410 2 858 Realized exchange results on sales and purchases -1 137 -1 047 90 Government grants 5 017 3 411 -1 606 Compensations received for claims 1 475 3 192 1 717 Restructuring 1 559 41 254 40 695 Environmental - 16 218 16 218 Other revenues 8 191 8 081 -110 Total 27 655 84 659 57 003 1 2020: mainly relates to disposal of PP&E Annual Report Bekaert 2020 102 5.2 EBIT by function Other operating expenses in thousands of € 2019 2020 variance Losses on disposal of PP&E and intangible assets -2 213 -2 594 -381 Amortization of intangible assets -2 542 -1 688 853 Bank charges -2 866 -2 615 251 Tax related expenses (other than income taxes) -1 977 -1 562 414 Impairment losses - -5 377 -5 377 Restructuring -2 657 -13 832 -11 175 Losses on business disposals - -705 -705 Other expenses -504 -5 049 -4 546 Total -12 758 -33 422 -20 664 The royalty income decreased with 22% due to lower sales related to Covid-19. Government grants mainly related to subsidies in China. There are no indications that the conditions attached to those grants will not be complied with in the future and therefore it is not expected that subsidies may have to be refunded. The gain on the disposal of PP&E and intangible assets contained in 2020 the revenues from the sale of assets in Belgium. The compensations received for claims contained in 2020 compensations for business interruption due to Covid-19 for an amount of € 1.6 million. In 2020 ‘Restructuring - revenues’ contained mainly the proceeds from the sale of land and buildings following the plant closures due to restructuring and ‘Restructuring - expenses’ part of the cost (lay-o costs and impairment) related to the restructuring programs and plant closures. In 2019 ‘Restructuring - expenses’ contained part of the cost related to the restructuring programs in 2019. ‘Environmental’ related mainly to reversal of provisions in Belgium linked to disposal of assets and a reimbursement of soil and groundwater remediation in Italy. The impairment losses in 2020 are mainly for assets in Belgium and the United States as a result of the closure of plants. The other section of other operating expenses included in 2020 a penalty for cancellation of an electricity contract for a lower tari. The other section of other operating revenues included in 2019 one-time windfalls on the closure of some employee beneﬁt plans. The following tables reconcile reported and underlying results and present an analysis of one-o items by category (as deﬁned in note 2.6. ‘Alternative performance measures’), operating segment and income statement line item. 5.2. EBIT reported vs underl EBIT Reported and Underlying in thousands of € reported of which underlying of which one-offs reported of which underlying of which one-offs Sales 4 322 450 4 322 450 - 3 772 374 3 772 374 - Cost of sales -3 795 320 -3 734 464 -60 856 -3 214 056 -3 173 517 -40 539 Gross profit 527 131 587 986 -60 856 558 318 598 857 -40 539 Selling expenses -188 606 -182 692 -5 914 -167 141 -162 602 -4 538 Administrative expenses -127 676 -118 467 -9 208 -133 526 -121 961 -11 565 Research and development expenses -70 729 -61 963 -8 766 -52 361 -49 857 -2 504 Other operating revenues 27 655 27 096 559 84 659 27 187 57 472 Other operating expenses -12 758 -10 052 -2 706 -33 422 -19 379 -14 043 Operating result (EBIT) 155 017 241 909 -86 891 256 527 272 244 -15 717 2019 2020 Annual Report Bekaert 2020 103 \bekaertcorp.local\allfiles\Local\BEZWVHQ\Annual Report\Financial year 2020\03 Financial Review\00 Input\FS_2020.xlsx One-off items 2019 in thousands of € Cost of Sales Selling expenses Admini- strative expenses R&D Other operating revenues Other operating expenses Total Restructuring programs by segment Rubber Reinforcement 1 -15 017 -39 -31 - 0 -12 -15 099 Steel Wire Solutions 2 -20 025 -1 322 -672 - 167 -1 378 -23 230 Specialty Businesses 3 -12 846 -2 596 -66 -226 69 -633 -16 297 Bridon-Bekaert Ropes Group (BBRG) -3 176 -30 -1 414 - - -35 -4 655 Group 4 -5 933 -1 894 -6 588 -8 440 322 -599 -23 132 Total restructuring programs -56 997 -5 881 -8 771 -8 666 559 -2 657 -82 413 Impairment losses/ (reversals of impairment losses) other than restructuring Bridon-Bekaert Ropes Group (BBRG) 2 247 - - - - - 2 247 Total other impairment losses/(reversals) 2 247 - - - - - 2 247 Environmental provisions/ (reversals of provisions) Steel Wire Solutions 322 - - - - - 322 Total environmental provisions/(reversals) 322 - - - - - 322 Other events and transactions Rubber Reinforcement 5 -2 387 - - - - - -2 387 Steel Wire Solutions 6 -2 503 - - - - - -2 503 Specialty Businesses 6 -1 538 - - -100 - - -1 638 Bridon-Bekaert Ropes Group (BBRG) - - -215 - - -49 -265 Group - -32 -222 - - - -254 Total other events and transactions -6 428 -32 -437 -100 - -49 -7 046 Total -60 856 -5 914 -9 208 -8 766 559 -2 706 -86 891 1 Related mainly to lay-off costs and impairment of assets due to the restructuring in North America. 3 Related mainly to lay-off costs and impairment of assets due to the closure of the plant in Moen (Belgium). 4 Related mainly to lay-off costs due to the restructuring in Belgium. 5 Related mainly to operational losses and expenses incurred during labor agreement negotiations in Bekaert Sardegna (Italy). 2 Related mainly to lay-off costs and impairment of assets due to the restructuring in Malaysia, North America and Belgium. 6 Related mainly to the impact of the go-slow actions in Belgium. Annual Report Bekaert 2020 104 \bekaertcorp.local\allfiles\Local\BEZWVHQ\Annual Report\Financial year 2020\03 Financial Review\00 Input\FS_2020.xlsx One-off items 2020 in thousands of € Cost of Sales Selling expenses Admini- strative expenses R&D Other operating revenues Other operating expenses Total Restructuring programs by segment Rubber Reinforcement 1 -3 427 -1 335 -402 - 283 -1 105 -5 986 Steel Wire Solutions 2 -7 754 -992 -985 - 2 609 -850 -7 972 Specialty Businesses 3 -7 869 -560 -23 -130 751 -1 039 -8 870 Bridon-Bekaert Ropes Group (BBRG) 4 -8 957 5 -191 - 55 -1 174 -10 262 Group 5 -10 685 -951 -9 680 -2 374 37 738 -9 664 4 385 Intersegment - - - - -181 - -181 Total restructuring programs -38 692 -3 833 -11 280 -2 504 41 254 -13 832 -28 887 Business disposals Group 6 - -705 - - - - -705 Total business disposals - -705 - - - - -705 Environmental provisions/ (reversals of provisions) Rubber Reinforcement -2 192 - - - - - -2 192 Group 7 - - - - 16 218 - 16 218 Total environmental provisions/(reversals) -2 192 - - - 16 218 - 14 026 Other events and transactions Steel Wire Solutions - - -199 - - - -199 Specialty Businesses - - - - - -171 -171 Bridon-Bekaert Ropes Group (BBRG) 345 - - - - -41 304 Group - - -85 - - -85 Total other events and transactions 345 - -284 - - -212 -151 Total -40 539 -4 538 -11 565 -2 504 57 472 -14 043 -15 717 1 Related mainly to lay-off costs, the closure of Figline plant (Italy) and the restructuring in India. 2 Related mainly to lay-off costs and impairment of assets due to the restructuring in Belgium. 4 Related mainly to impairment of assets due the planned closure of the company in Canada and lay-off costs due to the restructuring in the UK. 5 Related mainly to lay-off costs due to the restructuring in Belgium and gain on disposal of land and buildings in Belgium. 6 Contractual liability indemnification related to previous divestments. 3 Related mainly to lay-off-costs and impairment of assets due to the restructuring in China, the closure of the plant in Moen (Belgium) and lay-off costs due to the restructuring in Belgium. 7 Related mainly to reversal of provisions in Belgium linked to disposal of assets and a reimbursement of soil and groundwater remediation in Italy. Annual Report Bekaert 2020 105 5.3. Operating result (EBIT) by nature The table below provides information on the major items contributing to the operating result (EBIT), categorized by nature. 5.3 Operating result by nature in thousands of € 2019 % on sales 2020 % on sales Sales 4 322 450 100% 3 772 374 100% Other operating revenues 27 655 - 84 659 - Total operating revenues 4 350 106 - 3 857 032 - Own construction of PP&E 21 946 0.5% 17 200 0.5% Raw materials -1 668 930 -38.6% -1 349 418 -35.8% Semi-finished products and goods for resale -337 144 -7.8% -306 261 -8.1% Change in work-in-progress and finished goods -81 658 -1.9% -43 634 -1.2% Staff costs -861 117 -19.9% -796 051 -21.1% Depreciation and amortization -229 069 -5.3% -202 103 -5.4% Impairment losses -19 202 -0.4% -13 964 -0.4% Transport and handling of finished goods -182 697 -4.2% -164 390 -4.4% Consumables and spare parts -241 698 -5.6% -217 900 -5.8% Utilities -259 727 -6.0% -224 534 -6.0% Maintenance and repairs -65 435 -1.5% -57 147 -1.5% Lease and related expenses -9 883 -0.2% -8 503 -0.2% Commissions in selling expenses -8 120 -0.2% -6 315 -0.2% Export VAT and export customs duty -11 928 -0.3% -2 432 -0.1% ICT costs -39 363 -0.9% -39 208 -1.0% Advertising and sales promotion -6 715 -0.2% -5 328 -0.1% Travel, restaurant & hotel -24 005 -0.6% -8 181 -0.2% Consulting and other fees -29 956 -0.7% -29 753 -0.8% Office supplies and equipment -9 110 -0.2% -8 451 -0.2% Venture capital funds R&D -1 974 0.0% -1 973 -0.1% Temporary or external labor -31 907 -0.7% -27 261 -0.7% Insurance expenses -8 762 -0.2% -10 692 -0.3% Miscellaneous -88 636 -2.1% -94 207 -2.5% Total operating expenses -4 195 089 -97.1% -3 600 506 -95.4% Operating result (EBIT) 155 017 3.6% 256 527 6.8% The impairment losses of the current year mainly related to restructuring programs in China and Belgium and the closure of the company in Canada. The depreciation and amortization included write-downs / (reversals of write-downs) on inventories and trade receivables. Annual Report Bekaert 2020 106 5.4. Interest income and expense 5.4 Interest income & expense in thousands of € 2019 2020 Interest income on financial assets not classified as at FVTPL 2 841 3 386 Interest income 2 841 3 386 Interest expense on interest-bearing debt not classified as at FVTPL -56 072 -51 159 Other debt-related interest expense -8 839 -5 536 Debt-related interest expense -64 911 -56 695 Interest element of discounted provisions -4 255 -2 859 Interest expense -69 166 -59 554 Total -66 324 -56 168 The decrease in interest expense was mainly due to a strong decrease in the interest expense linked to derivatives. There was a strong reduction in intercompany loans and third party debt in foreign currency, causing an equal decrease in the volume of derivatives entered into to hedge the underlying interest risk (see note 7.2. ‘Financial risk management and ﬁnancial derivatives’). Secondly, the decrease in common interest expense is linked to a further decrease in interest rates. Interest expense on interest-bearing debt, not classiﬁed as at fair value through proﬁt or loss (FVTPL), relates to all debt instruments of the Group, other than interest-rate risk mitigating derivatives entered into as economic hedges. Of the interest element of discounted provisions, € -2.8 million (2019: € -4.1 million) related to deﬁned-beneﬁt liabilities (see note 6.16. ‘Employee beneﬁt obligations’) and € -0.1 million (2019: € -0.2 million) related to other provisions (see note 6.17. ‘Provisions’). 5.5. Other ﬁnancial income and expenses 5.5 Other financial inc & exp in thousands of € 2019 2020 Value adjustments to derivatives 1 241 567 Exchange results on hedged items -5 162 -9 765 Net impact of derivatives and hedged items -3 921 -9 198 Other exchange results -9 071 -17 934 Gains and losses on disposal of financial assets -21 - Dividends from non-consolidated equity investments 543 1 184 Bank charges and taxes on financial transactions -4 015 -3 376 Impairments of other receivables -524 - Other -1 362 -842 Total -18 371 -30 165 Value adjustments include changes in the fair value of all derivatives, other than those designated as cash ﬂow hedges. Exchange results on hedged items also relate to economic hedges only. The net impact of derivatives and hedged items presented here does not include any impacts recognized in other income statement elements, such as interest expense, cost of sales or other operating revenues and expenses. For more details on the impact of derivatives and hedged items, see note 7.2. ‘Financial risk management and ﬁnancial derivatives’. Value adjustments to derivatives included a fair value gain of € 1.1 million in 2020 (2019: gain of € 2.6 million), of which € 1.0 million related to a virtual power purchase agreement and € 0.1 million was linked to the conversion option relating to the convertible debt issued in June 2016 (see the ‘Financial instruments by fair value measurement hierarchy’ section in note 7.2. ‘Financial risk management and ﬁnancial derivatives’). Other exchange results amounted in 2020 to € -17.9 million. The increase is mainly due to the devaluation of the Turkish lira, the Brazilian real and the US dollar, resulting in unrealized an realized FX results on working capital items and intercompany loans. The bank charges and taxes on ﬁnancial transactions included charges linked to the factoring programs. All dividends from non-consolidated equity investments related to investments still held at reporting date as no shares were sold during the year. Annual Report Bekaert 2020 107 5.6. Income taxes 5.6 Income taxes in thousands of € 2019 2020 Current income taxes - current year -56 828 -58 130 Current income taxes - prior periods 377 21 386 Deferred taxes - due to changes in temporary differences -7 630 -32 159 Deferred taxes - due to changes in tax rates -1 203 -2 214 Deferred taxes - adjustments to tax losses of prior periods -3 950 6 990 Deferred taxes - utilization of deferred tax assets not previously recognized 18 153 7 614 Total tax expense -51 081 -56 513 Relationship between tax expense and accounting proﬁt In the table below, accounting proﬁt is deﬁned as the result before taxes. 5.6 Income taxes in thousands of € 2019 2020 Result before taxes 70 322 170 194 Tax expense at the theoretical domestic rates applicable to results of taxable entities in the countries concerned -20 654 -46 943 Theoretical tax rate 1 -29.4% -27.6% Tax effect of: Non-deductible items -11 684 -8 528 Disallowed interest expense (thin cap) 2 -4 214 -31 Other tax rates, tax credits and special tax regimes 3 16 381 13 334 Non-recognition of deferred tax assets 4 -35 287 -33 855 Utilization or recognition of deferred tax assets not previously recognized 5 18 153 7 614 Deferred tax due to change in tax rates -1 203 -2 214 Tax relating to prior periods 6 -3 573 28 376 Exempted income 10 129 Withholding taxes on dividends, royalties, interests & services -14 085 -15 864 Other 5 075 1 469 Total tax expense -51 081 -56 513 Effective tax rate -72.6% -33.2% 6 In 2020 a number of pending tax audits in different countries were finalized, leading to an additional tax expense on the one hand but also to the release of related provisions for uncertain tax positions on the other hand. In 2019, this item mainly related to the outcome of tax audits. 2 The disallowed interest expenses decreased significantly in 2020 as a consequence of better results before taxes leading to higher deductability of interests, and an intercompany loan restructuring with respect to BBRG. 1 The theoretical tax rate is computed as a weighted average taking into account the results before taxes in different countries at different rates. 3 In 2020, the special tax regimes and tax credits mainly related to tax incentives in Belgium whereas in 2019 mainly Belgium and the Netherlands contributed. 4 In 2020, the non-recognition of deferred tax assets mainly related to losses carried forward in Brazil, Canada, China, Chile, Germany, Italy and the USA, and to impaired assets of the Sawing Wire business in China while in 2019, it mainly related to losses carried forward in Belgium, Canada, China, Costa Rica, Germany, Malaysia and the USA. 5 In 2020, the movement was mainly triggered by usage of losses carried forward and recognition of deferred tax assets previously not recognized, similar as in 2019. Annual Report Bekaert 2020 108 5.7. Share in the results of joint ventures and associates In 2020, the share in the result of joint ventures and associates reﬂected the better performance of both Steel Wire Solutions and Rubber Reinforcement businesses. The increase in performance was more than osetting the signiﬁcant impact from currency movements between the Brazilian real and the euro (average rate decreased by 33.4% from 2019 to 2020). Additional information relating to the Brazilian joint ventures is provided under note 6.5. ‘Investments in joint ventures and asso- ciate s’. 5.7 Share result JV & assoc. in thousands of € 2019 2020 Joint ventures Agro-Bekaert Colombia SAS Colombia - -244 Agro - Bekaert Springs, SL Spain - -6 Belgo Bekaert Arames Ltda Brazil 23 326 27 631 BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda Brazil 5 751 7 121 Servicios Ideal AGF Inttegra Cía Ltda Ecuador -119 -147 Total 28 959 34 355 5.8. Earnings per share 5.8 Earnings per share 2019 Number Weighted average number of ordinary shares (basic) 56 514 831 Dilution effect of share-based payment arrangements 72 433 Dilution effect of convertible bond 1 - Weighted average number of ordinary shares (diluted) 56 587 264 in thousands of € Basic Diluted Result for the period attributable to ordinary shareholders 41 329 41 329 Effect on earnings of convertible bond 1 - - Earnings 41 329 41 329 Earnings per share (in €) 0.731 0.730 5.8 Earnings per share 2020 Number Weighted average number of ordinary shares (basic) 56 554 555 Dilution effect of share-based payment arrangements 85 471 Dilution effect of convertible bond 1 7 493 591 Weighted average number of ordinary shares (diluted) 64 133 617 in thousands of € Basic Diluted Result for the period attributable to ordinary shareholders 134 687 134 687 Effect on earnings of convertible bonds 1 10 613 Earnings 134 687 145 300 Earnings per share (in €) 2.382 2.266 1 Not to be reported if the effect of the convertible bond is anti-dilutive, i.e.if its effect is such that if would improve the EPS (see below). Annual Report Bekaert 2020 109 Earnings per share (‘EPS’) is the amount of post-tax proﬁt attributable to each share. Basic EPS is calculated as the result for the period attributable to equity holders of Bekaert divided by the weighted average number of shares outstanding during the year. Diluted EPS reﬂects any commitments of the Group to issue shares in the future. These comprise shares to be issued for equity-settled share-based payment plans (subscription rights, options, performance shares and matching shares, see note 6.13. ‘Ordinary shares, treasury shares and equity-settled share-based payments’) and potentially for the settlement of the convertible bond. Subscription rights, options and other share-based payment arrangements are only dilutive to the extent that their issue price is lower than the average closing price of the period, in which the issue price includes the fair value of any services to be rendered during the remainder of the vesting period. Contingently issuable shares (e.g. performance shares) are only dilutive if the conditions are satisﬁed at the balance sheet date. The dilution eect of share-based payment arrangements is limited to the weighted average number of shares to be used in the denominator of the EPS ratio; there is no eect on the earnings to be used in the numerator of the EPS ratio. The convertible bond tends to aect both the denominator and the numerator of the EPS ratio. The dilution eect of the convertible bond on the earnings (to be used in the numerator of the EPS ratio) consists of a reversal of all income and expenses directly related to the convertible bonds and having aected the ‘basic’ earnings for the period. Following income statement items were aected by the convertible bond: (a) the eective interest expense of € -10.7 million (2019: € -10.4 million), (b) fair value gains of € 0.1 million on the derivative liability representing the conversion option (2019: gains of € 0.1 million). To calculate the dilution impact, it is assumed that all dilutive potential shares are issued at the beginning of the period, or, if the instruments were granted during the period, at the grant date. Bekaert has the option to settle the notional amount of the bond in ordinary shares or in cash, but any share price increase over and above the conversion price should be settled in shares. Bekaert has a call option on the conversion option when the share price exceeds the conversion price by 30.0%, which caps the amount of shares to be converted at 1.7 million. Management does not intend to settle the notional amount in shares and has already bought back enough shares to cover the call option. Nevertheless, in accordance with IAS 33 ‘Earnings per share’, the number to be added to the denominator equates to the 7.5 million potential shares corresponding with the notional amount of the bond divided by the conversion price. This resulted in a total dilution eect of € -0.116 per share (2019: € -0.001), of which € -0.004 related to the share-based payment arrangements (2019: € -0.001) and of which € -0.112 related to the convertible bond (2019: anti-dilutive). The average closing price during 2020 was € 19.92 per share (2019: € 23.96 per share). The following table presents all antidilutive instruments for the period presented. Options and subscription rights were out of the money because their issue price exceeded the average closing price, while performance shares were antidilutive because the performance condition was not fulﬁlled. 6.13 Shares part3 Antidilutive instruments Date granted Issue price (in €) Number granted Number outstanding SOP2 - options 19.02.2007 30.175 37 500 10 000 SOP2 - options 18.02.2008 28.335 30 630 19 320 SOP 2005-2009 - subscription rights 19.02.2007 30.175 153 810 8 970 SOP 2005-2009 - subscription rights 18.02.2008 28.335 215 100 54 850 SOP 2010-2014 - options 20.02.2012 25.140 287 800 54 100 SOP 2010-2014 - options 28.05.2013 21.450 260 000 127 500 SOP 2010-2014 - options 17.02.2014 25.380 373 450 182 800 SOP 2010-2014 - options 16.02.2015 26.055 349 810 286 500 SOP 2015-2017 - options 15.02.2016 26.375 227 250 197 500 SOP 2015-2017 - options 13.02.2017 39.430 273 325 226 200 SOP 2015-2017 - options 20.02.2018 34.600 225 475 217 100 Annual Report Bekaert 2020 110 6. Balance sheet items 6.1. Intangible assets 6.1 Intangible assets As at 1 January 2019 23 587 87 787 65 246 55 053 14 466 246 138 Expenditure 30 4 331 - - - 4 361 Disposals and retirements -963 -15 - - -91 -1 069 Transfers 1 782 -655 -65 246 -1 183 1 230 -65 072 Exchange gains and losses (-) 338 200 - 2 539 603 3 680 As at 31 December 2019 23 773 91 649 - 56 408 16 208 188 037 As at 1 January 2020 23 773 91 649 - 56 408 16 208 188 037 Expenditure - 3 214 - - - 3 214 New consolidations - 7 - - - 7 Disposals and retirements - -2 048 - - - -2 048 Transfers 1 2 601 216 - -37 - 2 779 Exchange gains and losses (-) -34 -1 566 - -2 081 -642 -4 323 As at 31 December 2020 26 340 91 472 - 54 290 15 566 187 667 Cost in thousands of € Total Licenses, patents & similar rights Computer software Rights to use land Commercial assets Other 6.1 Intangible assets Accumulated amortization and impairment As at 1 January 2019 14 239 73 318 15 309 14 729 14 041 131 636 Charge for the year 1 622 4 511 - 3 584 800 10 517 Reversal impairment losses and depreciations - -223 - - - -223 Disposals and retirements -337 -12 - - -91 -440 Transfers 1 - -15 309 -466 466 -15 309 Exchange gains (-) and losses 334 136 - 641 480 1 591 As at 31 December 2019 15 859 77 730 - 18 487 15 696 127 772 As at 1 January 2020 15 859 77 730 - 18 487 15 696 127 772 Charge for the year 1 655 4 815 - 3 311 108 9 890 Impairment losses - 103 - - - 103 Disposals and retirements - -2 039 - - - -2 039 Exchange gains (-) and losses -3 -1 498 - -604 -616 -2 722 As at 31 December 2020 17 510 79 111 - 21 194 15 188 133 003 Carrying amount as at 31 December 2019 7 914 13 919 - 37 921 512 60 266 Carrying amount as at 31 December 2020 8 830 12 361 - 33 096 378 54 664 1 Total transfers equal zero when aggregating the balances of ‘Intangible assets’ and ‘Property, plant and equipment’ (see note 6.3. 'Property, plant and equipment' and 6.4. 'Right-of-use (RoU) property, plant and equipment'). The software expenditure mainly related to additional licenses for and implementations of the MES project (Manufacturing Excel- lence System), digitalization projects and ERP software (SAP) in general. Following the adoption of IFRS 16 ‘Leases’ in 2019, any rights to use land acquired in the past have been reclassiﬁed to the balance sheet caption ‘Right-of-use property, plant and equipment’ (see note 6.4. ‘Right-of-use (RoU) property, plant and equipment’). No intangible assets have been identiﬁed as having an indeﬁnite useful life at the balance sheet date. Annual Report Bekaert 2020 111 6.2. Goodwill This note mainly relates to goodwill on acquisition of subsidiaries. Goodwill in respect of joint ventures and associates is disclosed in note 6.5. ‘Investments in joint ventures and associates’. 6.2 Goodwill_part1 Cost in thousands of € 2019 2020 As at 1 January 154 192 155 024 New consolidations - 598 Exchange gains and losses (-) 832 -1 342 As at 31 December 155 024 154 280 6.2 Goodwill_part1 Impairment losses in thousands of € 2019 2020 As at 1 January 4 937 5 240 Exchange gains (-) and losses 303 -358 As at 31 December 5 240 4 883 Carrying amount as at 31 December 149 784 149 398 Goodwill by cash-generating unit (CGU) Goodwill acquired in a business combination is allocated on acquisition to the cash-generating units (CGU) that are expected to beneﬁt from that business combination. The carrying amount of goodwill and any related movements of the period have been allocated as follows: 6.2 Goodwill_part2 2019 in thousands of € Group of cash-generating units Carrying amount 1 January Increases Impairments Exchange differences Carrying amount 31 December Subsidiaries SWS Bekaert Bradford UK Ltd 2 502 - - 129 2 631 SB Combustion - heating EMEA 3 027 - - - 3 027 SB Building Products 71 - - - 71 RR Rubber Reinforcement 4 255 - - - 4 255 SWS Orrville plant (USA) 10 245 - - 197 10 442 SWS Inchalam group 799 - - -49 750 SWS Bekaert Ideal SL companies 844 - - - 844 SWS Bekaert (Qingdao) Wire Products Co Ltd 385 - - - 385 SWS Bekaert Jiangyin Wire Products Co Ltd 47 - - - 47 BBRG BBRG 127 080 252 127 332 Subtotal 149 255 - - 529 149 784 Joint ventures and associates SWS Belgo Bekaert Arames Ltda 3 382 - - -54 3 328 RR BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda 2 068 - - -33 2 035 Subtotal 5 450 - - -87 5 363 Total 154 705 - - 443 155 148 Annual Report Bekaert 2020 112 6.2 Goodwill_part2 2020 in thousands of € Group of cash-generating units Carrying amount 1 January Increases Impairments Exchange differences Carrying amount 31 December Subsidiaries SWS Bekaert Bradford UK Ltd 2 631 - - -141 2 490 SB Combustion - heating EMEA 3 027 - - - 3 027 SB Building Products 71 - - - 71 RR Rubber Reinforcement 4 255 - - - 4 255 SWS Orrville plant (USA) 10 442 - - -882 9 560 SWS Inchalam group 750 - - -23 727 SWS Bekaert Ideal SL companies 844 - - - 844 SWS Bekaert (Qingdao) Wire Products Co Ltd 385 - - - 385 SWS Bekaert Jiangyin Wire Products Co Ltd 47 - - - 47 SWS Grating Peru SAC - 598 - -51 547 BBRG BBRG 127 332 - - 113 127 445 Subtotal 149 784 598 - -984 149 398 Joint ventures and associates SWS Belgo Bekaert Arames Ltda 3 328 - - -970 2 358 RR BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda 2 035 - - -593 1 442 Subtotal 5 363 - - -1 563 3 800 Total 155 148 598 - -2 547 153 198 In relation to the impairment testing of goodwill arising from the BBRG business combination, the following model characteristics have been used: » a 5-year forecast timeframe of cash ﬂows based on the latest business plan, followed by a terminal value assumption based on a nominal perpetual growth rate of 2% (in 2019: 2%), which mainly is based on a conservative industrial GDP evolution assumption; » the cash ﬂows reﬂect the evolution taking into account agreed action plans and are based on the assets in their current con- dition, without including the impacts of future restructuring not yet committed; » only capital expenditure required to maintain the assets in good working order are included; future capital expenditures improv- ing or enhancing the assets in excess of their originally assessed standard of performance are not considered; » no cost structure improvements are taken into account unless they can be substantiated; and » the cash outﬂows relating to working capital are calculated as a percentage of incremental sales based on the past performance of BBRG. Annual Report Bekaert 2020 113 The discount factor for all tests is based on a (long-term) pre-tax cost of capital, the risks being implicit in the cash ﬂows. A weighted average cost of capital (WACC) is determined for euro, US dollar and Chinese renminbi regions. For countries or busi- nesses with a higher perceived risk, the WACC is raised with a country or business speciﬁc risk factor. The WACC is pre-tax based, since relevant cash ﬂows are also pre-tax based. In determining the weight of the cost of debt vs the cost of equity, a target gearing (net debt relative to equity) of 50% is used. For cash ﬂow models stated in real terms (without inﬂation), the nominal WACC is adjusted for the expected inﬂation rate. For cash ﬂow models in nominal terms, the nominal WACC is used. All param- eters used for the calculation of the discount factors are reviewed at least annually. The headroom for impairment, ie the excess of the recoverable amount over the carrying amount of the BBRG CGU is estimated at € 218.7 million (2019: € 76.9 million). The increase is the combined result of the updated business plan (€ +78.9 million) and a decrease of the capital employed of the business (€ -62.9 million). The headroom increased by € 114.2 million compared to half year at which time an impairment testing was done based upon a conservative update of the last year’s business plan. Compared to this situation, the increase of the headroom at year-end is a combined result of the new business plan (€ 115.7 million, mainly coming from an improvement of EBITDA margin with 100 bps and from a higher compound annual growth rate (CAGR) over the explicit forecasted period with 155 bps), a decrease of the capital employed (impact of € 39.2 million), oset by an increase of the implied discount rate (€ -50.7 million). The following scenario’s illustrate the sensitivity of this headroom to changes in the key assumptions of the business plan: » If the sales level would be 5% lower in all periods of the business plan, then headroom would be € 48.8 million lower (remaining € 169.9 million); » If the percentage Underlying EBITDA on sales would be 1% short from the forecasted level in all periods of the business plan, then headroom would be € 70.4 million lower (remaining € 148.3 million); » If the Underlying EBITDA would be € 5.0 million short from the forecasted level in all periods of the business plan, then headroom would be € 63.8 million lower (remaining € 154.9 million); » If the discount factor would be 1% higher, then headroom would be € 76.8 million lower (remaining € 141.9 million); » The combined eect of a lower sales level by 5% and a lower Underlying EBITDA margin by 1%, in all periods of the business plan would result in a drop of € 115.7 million in headroom (remaining € 103.0 million); » The combined eect of a lower sales level by 5%, a lower Underlying EBITDA margin by 1% in all periods of the business plan and a higher discount factor with 1% would result in a drop of € 179.2 million in headroom (remaining € 39.5 million). Based on current knowledge, reasonable changes in key assumptions (including discount rate, sales and margin evolution) would not generate impairments for any of the cash-generating units for which goodwill has been allocated. Furthermore, as a result of the changes in the current economic environment related to the Covid-19 pandemic, management performed impairment tests for all its Cash Generating Units (CGU’s), also for the ones to which no goodwill is allocated. Based on these tests, management concluded no impairment losses are to be recognized at this point in time: » Despite the severely aected tire and automotive markets world-wide, management concluded there is no asset impairment issue for the Rubber Reinforcement CGU. The impairment testing used the latest 5-year business plan, followed by a terminal value assumption based on a nominal perpetual growth rate of 1%. A weighted nominal pre-tax discount rate of approximately 10.7% has been used. Applying reasonable changes in key assumptions (including discount rate, sales and margin evolution) would still result in a signiﬁcant amount of headroom. » Most of the markets served by Steel Wire Solutions currently seem less aected by the Covid-19 pandemic. Moreover a number of proﬁtability improving actions were taken in the past 12 months, resulting in a signiﬁcant jump in performance. The headroom resulting from the multiple impairment testing models, together with scenarios to see the sensitivity of this headroom to changes in assumptions of the business plans, provide enough evidence for management to conclude no impairment issues are incurred. » For the Specialty Businesses CGU’s, even under the very conservative assumption that the current demand is maintained for a very long period, no impairment issues are applicable. Annual Report Bekaert 2020 114 6.2 Goodwill_part2 EUR region USD region CNY region Group target ratios Gearing: net debt / equity 50% % debt 33% % equity 67% % LT debt 75% % ST debt 25% Cost of Bekaert debt 1.4% 3.5% 5.0% Long term interest rate 1.7% 3.9% 5.1% Short term interest rate 0.5% 2.3% 4.6% Cost of Bekaert equity (post tax) = R f + ββ . E m 7.7% 9.5% 12.8% Risk free rate = R f -0.2% 1.6% 4.9% Beta = β 1.2 Market equity risk premium = E m 6.6% Corporate tax rate 27% Cost of Bekaert equity before tax 10.6% 13.1% 17.6% Bekaert WACC - nominal 7.5% 9.9% 13.4% Expected inflation 1.7% 1.8% 2.9% Bekaert WACC in real terms 5.8% 8.1% 10.5% Discount rates for impairment testing 2019 6.2 Goodwill_part2 EUR region USD region CNY region Group target ratios Gearing: net debt / equity 50% % debt 33% % equity 67% % LT debt 75% % ST debt 25% Cost of Bekaert debt 1.2% 3.8% 4.8% Long term interest rate 1.5% 4.2% 4.9% Short term interest rate 0.4% 2.7% 4.4% Cost of Bekaert equity (post tax) = R f + ββ . E m 7.9% 9.0% 13.1% Risk free rate = R f -0.3% 0.8% 4.9% Beta = β 1.3 Market equity risk premium = E m 6.3% Corporate tax rate 27% Cost of Bekaert equity before tax 10.8% 12.4% 18.0% Bekaert WACC - nominal 7.6% 9.5% 13.6% Expected inflation 1.4% 2.0% 2.8% Bekaert WACC in real terms 6.2% 7.5% 10.8% Discount rates for impairment testing 2020 Annual Report Bekaert 2020 115 6.3. Property, plant and equipment 6.3 PP&E As at 1 January 2019 1 154 803 2 825 271 107 931 10 645 19 178 132 554 4 250 382 Expenditure 42 820 98 511 6 958 - 1 017 -50 871 98 434 Disposals and retirements -1 635 -25 254 -3 517 - -412 -19 -30 838 Transfers 1 1 417 1 250 61 -10 645 -2 658 -173 -10 748 Exchange gains and losses (-) 5 647 21 729 318 - 141 1 718 29 554 As at 31 December 2019 1 203 052 2 921 507 111 751 - 17 266 83 209 4 336 784 As at 1 January 2020 1 203 052 2 921 507 111 751 - 17 266 83 209 4 336 784 Expenditure 30 526 56 434 4 638 - 366 8 140 100 104 Disposals and retirements -23 901 -94 052 -5 109 - -1 014 -195 -124 271 New consolidations - 250 19 - - - 268 Transfers 1 - 2 254 39 - - -2 817 -524 Reclassification to (-) / from held for sale 2 -8 482 - - - - - -8 482 Exchange gains and losses (-) -48 096 -110 778 -3 225 - -320 -4 313 -166 732 As at 31 December 2020 1 153 100 2 775 614 108 112 - 16 298 84 023 4 137 147 Cost in thousands of € Total Land and buildings Plant, machinery and equipment Furniture and vehicles Finance leases Other PP&E Assets under construc- tion 6.3 PP&E Accumulated depreciation and impairment As at 1 January 2019 585 428 2 105 560 85 045 1 993 5 714 - 2 783 740 Charge for the year 42 998 134 269 9 113 - 813 - 187 193 Impairment losses - 23 127 37 - - - 23 164 Reversal impairment losses and depreciations -410 -3 352 - - - - -3 762 Disposals and retirements -470 -21 890 -3 263 - -442 - -26 064 Transfers 1 727 - - -1 993 -727 - -1 993 Exchange gains (-) and losses 3 647 14 057 303 - 98 - 18 106 As at 31 December 2019 631 920 2 251 771 91 236 - 5 457 - 2 980 384 As at 1 January 2020 631 920 2 251 771 91 236 - 5 457 - 2 980 384 Charge for the year 41 434 111 237 8 236 - 760 - 161 667 Impairment losses 1 931 14 779 210 - - - 16 920 Reversal impairment losses and depreciations - -3 125 -16 - - - -3 141 Disposals and retirements -15 797 -93 637 -4 913 - -784 - -115 131 Transfers 1 - 788 - - - - 788 Reclassification to (-) / from held for sale 2 -2 115 - - - - - -2 115 Exchange gains (-) and losses -22 617 -74 523 -2 667 - -187 - -99 994 As at 31 December 2020 634 755 2 207 291 92 087 - 5 246 - 2 939 379 2 In 2020, the reclassification to held for sale mainly relates to the buildings in Canada (see note 6.12. 'Assets classified as held for sale and liabilities associated with those assets'). 1 Total transfers equal zero when aggregating the balances of ‘Intangible assets’ (see note 6.1. 'Intangible assets') and 'Right-of-use property, plant and equipment' (see note 6.4. 'Rights-of-use (RoU) property, plant and equipment) and ‘Property, plant and equipment’. Annual Report Bekaert 2020 116 6.3 PP&E in thousands of € Land and buildings Plant, machinery and equipment Furniture and vehicles Finance leases Other PP&E Assets under construc- tion Total Carrying amount as at 31 December 2019 before investment grants 571 132 669 736 20 515 - 11 809 83 209 1 356 401 Net investment grants -5 313 -1 432 - - - - -6 744 Carrying amount as at 31 December 2019 565 820 668 304 20 515 - 11 809 83 209 1 349 656 Carrying amount as at 31 December 2020 before investment grants 518 345 568 325 16 026 - 11 050 84 023 1 197 769 Net investment grants -4 704 -1 284 - - - - -5 988 Carrying amount as at 31 December 2020 513 641 567 041 16 026 - 11 050 84 023 1 191 781 Capital expenditure included capacity expansions and equipment upgrades across the group, but particularly in Rubber Rein- forcement (in its plants in EMEA and China, as well as the start-up of its green ﬁeld in Vietnam). Capital expenditure in the Steel Wire Solutions business was mainly in Central Europe and Latin America. In the Specialty Businesses segment, expansion capital expenditure was in Central Europe and India (Building Products), in Belgium (Fiber Technologies), and in the European plants of Combustion Technologies. Finally, capital expenditure in BBRG was mainly in its UK-based Ropes entity and in Advanced Cords plants. As part of the announced closure of plants, impairment losses have been recorded in BBRG (Canada), Specialty Businesses (Combustion Technologies China) and Steel Wire Solutions (EMEA). In 2019, impairment losses have been recorded as part of the closure of plants in Steel Wire Solutions (North America and Malaysia) and in Specialty Businesses (Belgium). From 2019 onwards, as per adoption of IFRS 16 ‘Leases’, property, plant and equipment under ﬁnance leases are reported as right-of-use assets (see note 6.4. ‘Right-of-use (RoU) property, plant and equipment’). No items of PP&E were pledged as securities. Annual Report Bekaert 2020 117 6.4. Right-of-use (RoU) property, plant and equipment This note provides information for leases where the group is a lessee. In principal, the Group does not act as a lessor. The balance sheet showed the following roll-forward during the year relating to right-of-use assets: As at 1 January 2019 - - - - - - - - RoU asset at transition date - 56 370 2 171 8 307 15 868 508 315 83 540 New leases / extensions 13 074 12 827 98 10 715 5 660 1 065 62 43 502 Ending contracts / reductions in contract term - -5 147 -300 -3 596 -1 363 -28 -4 -10 438 Transfers 1 65 246 7 712 2 364 - 500 - - 75 821 Exchange gains and losses (-) 469 1 102 47 -14 143 1 - 1 748 As at 31 December 2019 78 789 72 863 4 381 15 411 20 808 1 547 373 194 173 As at 1 January 2020 78 789 72 863 4 381 15 411 20 808 1 547 373 194 173 New leases / extensions - 11 809 1 500 5 026 5 334 406 235 24 309 Ending contracts / reductions in contract term -3 978 -7 710 -285 -2 399 -3 122 -135 -12 -17 641 Transfers 1 - - -2 255 - - - - -2 255 Exchange gains and losses (-) -3 434 -3 276 -135 -545 -396 -87 -8 -7 881 As at 31 December 2020 71 376 73 686 3 206 17 494 22 624 1 730 589 190 704 Accumulated depreciation and impairment As at 1 January 2019 - - - - - - - - Charge for the year 1 384 10 844 973 4 959 6 676 304 72 25 212 Ending contracts - -2 219 -293 -1 161 -854 -8 - -4 536 Transfers 1 15 309 1 178 643 - 173 - - 17 302 Change in accounting policy - 7 032 - - - - - 7 032 Exchange gains (-) and losses 117 -16 9 -17 20 -1 -1 111 As at 31 December 2019 16 809 16 818 1 331 3 781 6 015 296 71 45 121 As at 1 January 2020 16 809 16 818 1 331 3 781 6 015 296 71 45 121 Charge for the year 1 419 9 987 832 4 949 6 301 353 88 23 930 Impairment losses - 59 - - - - - 59 Ending contracts -400 -3 792 -285 -1 542 -2 318 -34 -1 -8 372 Transfers 1 - - -788 - - - - -788 Exchange gains (-) and losses -627 -853 -36 -163 -147 -25 -3 -1 853 As at 31 December 2020 17 201 22 219 1 055 7 026 9 852 590 155 58 097 Carrying amount as at 31 December 2019 61 980 56 045 3 049 11 630 14 793 1 251 302 149 051 Carrying amount as at 31 December 2020 54 175 51 467 2 151 10 468 12 773 1 141 433 132 607 1 Total transfers equal zero when aggregating the balances of ‘Intangible assets’ (see note 6.1. 'Intangible assets') and ‘Property, plant and equipment’ (see note 6.3. 'Property, plant and equipment') and 'Right-of-use property, plant and equipment'. RoU other PP&E Total RoU buildings Cost in thousands of € RoU land RoU plant, machinery and equipment RoU industrial vehicles RoU company cars RoU office equipment The Group leases various plants, oces, warehouses, equipment, industrial vehicles, company cars, servers and small oce equipment like printers. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of company cars and industrial vehicles for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead account for these as a single lease component. The main non-lease components included in the lease component relate to costs for maintenance and for replacement of tires. The Group applied the practical expedient for low value assets to leases of printers and small oce equipment. The Group applied the practical expedient for short term leases (deﬁned as leases with a lease term of 12 months or less). There were no contracts with dismantling costs, residual value guarantees or initial direct costs, nor contracts with variable lease expenses other then those linked to an index or rate. Due to the Covid-19 pandemic, Bekaert entities received a small amount of rent concessions (€ 0.2 million). Bekaert has chosen to use the practical expedient and not to treat these as a contract modiﬁcation under IFRS 16 ‘Leases’. Annual Report Bekaert 2020 118 The average lease term for the RoU assets (excluding the RoU land) was 9.8 years (2019: 10.3 years). RoU buildings had an average lease term of 13 years (2019: 14 years) and the other categories of PP&E (excluding land) had an average lease term between 4 and 6 years. RoU land relates to land use rights that were paid in advance and had an average useful live of 54 years. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used to discount the future lease payments. The incremental borrowing rate is the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. The incremental borrowing rate is determined by Group Treasury, taking into account the market rate per currency for dierent relevant time buckets and the credit margin for each individual company based on its credit rating. The incremental borrowing rate is calculated as the total of both elements. The weighted average discount rate at the end of 2020 was 4.09% (2019: 3.71%). The ﬁnance cost is charged to proﬁt or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. For further information on the lease liability, we refer to note 6.18. ‘Interest-bear- ing debt’. The Group is exposed to potential future increases in variable lease payments, based on an index or rate, which are not included in the lease liability until they take eect. When adjustments to lease payments based on an index or rate take eect, the lease liability is reassessed and adjusted against the right-of-use asset. Right-of-use assets were generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The income statement showed the following amounts relating to leases: 2019 in thousands of € RoU land RoU buildings RoU plant, machinery and equipment RoU office equipment RoU industrial vehicles RoU company cars RoU other PP&E Total Depreciation charge of right-of- use assets -1 384 -10 844 -973 -4 959 -6 676 -304 -72 -25 212 Interest expense (included in finance cost) -3 689 Expense relating to short-term leases -695 Expense relating to low-value leases -669 Total -30 264 2020 in thousands of € RoU land RoU buildings RoU plant, machinery and equipment RoU office equipment RoU industrial vehicles RoU company cars RoU other PP&E Total Depreciation charge of right-of- use assets -1 419 -9 987 -832 -4 949 -6 301 -353 -88 -23 930 Interest expense (included in finance cost) -3 593 Expense relating to short-term leases -1 121 Expense relating to low-value leases -888 Total -29 532 The remaining operating lease expenses in the operating result mainly related to costs linked to leased assets such as fuel for company cars, non-deductible VAT on company car contracts and property taxes on buildings. The total cash outﬂow for leases in 2020 was € 27.8 million (2019: € 29.1 million). Annual Report Bekaert 2020 119 6.5. Investments in joint ventures and associates In 2020 and 2019, the Group had no investments in entities qualiﬁed as associates. Investments excluding related goodwill 6.5 Investments Eq.method Carrying amount in thousands of € 2019 2020 As at 1 January 148 221 155 302 Capital increases and decreases 128 872 Result for the year 28 959 34 355 Dividends -19 506 -24 908 Exchange gains and losses -2 511 -45 443 Other comprehensive income 11 3 As at 31 December 155 302 120 181 For an analysis of the result for the year, please refer to note 5.7. ‘Share in the results of joint ventures and associates’. Exchange gains and losses related mainly to the evolution of the Brazilian real versus the euro which declined in value signiﬁcantly in 2020 (6.4 BRL/EUR end 2020 vs 4.5 BRL/EUR end 2019) while it remained stable in 2019. Capital increases related to Agro - Bekaert Springs, SL and Agro-Bekaert Colombia SAS, new 50/50 joint ventures in Spain and Colombia, and to a lesser extent to Servicios Ideal AGF Inttegra Cía Ltda in Ecuador. Related goodwill 6.5 Investments Eq.method Cost in thousands of € 2019 2020 As at 1 January 5 450 5 363 Exchange gains and losses -87 -1 563 As at 31 December 5 363 3 800 5 363 3 800 160 665 123 981 Carrying amount of related goodwill as at 31 December Total carrying amount of investments in joint ventures as at 31 December The Group’s share in the equity of joint ventures is analysed as follows: 6.5 Investments Eq.method in thousands of € 2019 2020 Joint ventures Agro-Bekaert Colombia SAS Colombia - 473 Agro - Bekaert Springs, SL Spain - 20 Belgo Bekaert Arames Ltda Brazil 102 421 77 679 BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda Brazil 52 686 41 845 Servicios Ideal AGF Inttegra Cía Ltda Ecuador 195 164 Total for joint ventures excluding related goodwill 155 302 120 181 Carrying amount of related goodwill 5 363 3 800 Total for joint ventures including related goodwill 160 665 123 981 Annual Report Bekaert 2020 120 In accordance with IFRS 12 ‘Disclosures of Interests in Other Entities’, following information is provided on material joint ventures. The two Brazilian joint ventures have been aggregated in order to emphasize the predominance of the partnership with Arcelor- Mittal when analyzing the relative importance of the joint ventures. 6.5 Material JVs Name of joint venture in thousands of € Country 2019 2020 Belgo Bekaert Arames Ltda Brazil 45.0% (50.0%) 45.0% (50.0%) BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda Brazil 44.5% (50.0%) 44.5% (50.0%) Proportion of ownership interest (and voting rights) held by the Group at year-end Belgo Bekaert Arames Ltda manufactures and sells a wide variety of wire products mostly for industrial customers, and BMB manufactures and sells mainly wires and cables for rubber reinforcement in tires. 6.5 Material JVs Brazilian joint ventures: income statement in thousands of € 2019 2020 Sales 850 227 694 366 Operating result (EBIT) 91 292 109 680 Interest income 11 873 8 524 Interest expense -10 440 -4 397 Other financial income and expenses -1 807 -2 062 Income taxes -16 366 -25 656 Result for the period 74 552 86 089 Other comprehensive income for the period 25 6 Total comprehensive income for the period 74 577 86 095 Depreciation and amortization 24 050 16 214 EBITDA 115 342 125 894 Dividends received from the entity 19 506 24 908 6.5 Material JVs Brazilian joint ventures: balance sheet in thousands of € 2019 2020 Current assets 256 465 217 429 Non-current assets 254 482 189 957 Current liabilities -127 800 -109 817 Non-current liabilities -39 493 -33 600 Net assets 343 654 263 969 6.5 Material JVs Brazilian joint ventures: net debt elements in thousands of € 2019 2020 Non-current interest-bearing debt 1 541 8 247 Current interest-bearing debt 19 900 17 252 Total financial debt 21 441 25 499 Non-current financial receivables and cash guarantees -18 955 -18 862 Cash and cash equivalents -21 263 -19 393 Net debt -18 777 -12 756 Annual Report Bekaert 2020 121 In 2019, the ICMS tax rate decreased which enabled the Brazilian joint ventures to fully compensate the ICMS tax receivables in the course of 2020. At year-end 2019, a total carrying amount of € 2.7 million was outstanding. They have also been facing claims relating to ICMS credits totaling € 6.0 million (2019: € 8.9 million). Several other tax claims, most of which date back sev- eral years, were ﬁled for a total nominal amount of € 11.6 million (2019: € 14.3 million). Evidently, any potential gains and losses resulting from the above mentioned contingencies would only aect the Group to the extent of their interest in the joint ventures involved (i.e. 45%). Unrecognized commitments to acquire property, plant and equipment amounted to € 4.6 million (2019: € 11.1 million), including € 2.7 million (2019: € 9.8 million) from other Bekaert companies. Furthermore, the Brazilian joint ventures have unrecognized commitments to purchase electricity over the next ﬁve years for an aggregate amount of € 25.2 million (2019: € 45.6 million). There were no restrictions to transfer funds in the form of cash and dividends. Bekaert had no commitments or contingent liabilities versus its Brazilian joint ventures. 6.5 Material JVs 2019 2020 Net assets of Belgo Bekaert Arames Ltda 226 735 171 882 Proportion of the Group's ownership interest 45.0% 45.0% Proportionate net assets 102 031 77 347 Consolidation adjustments 390 332 102 421 77 679 116 919 92 088 Proportion of the Group's ownership interest 44.5% 44.5% Proportionate net assets 52 029 40 979 Consolidation adjustments 657 866 52 686 41 845 155 107 119 524 Carrying amount of the Group's interest in the Brazilian joint ventures Brazilian joint ventures: reconciliation with carrying amount in thousands of € Carrying amount of the Group's interest in Belgo Bekaert Arames Ltda Net assets of BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda Carrying amount of the Group's interest in BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda The following table reﬂects aggregate information for the other joint ventures which were not deemed material in this context. 6.5 Material JVs Aggregate information of the other joint ventures in thousands of € 2019 2020 The Group's share in the result from continuing operations -119 -397 The Group's share of other comprehensive income 6 -14 The Group's share of total comprehensive income -113 -411 Aggregate carrying amount of the Group's interests in these joint ventures 196 657 Annual Report Bekaert 2020 122 6.6. Other non-current assets 6.6 Other NC assets in thousands of € 2019 2020 Non-current financial receivables and cash guarantees 6 518 7 451 Reimbursement rights and other non-current amounts receivable 2 767 3 164 Derivatives (cf. note 7.2.) 3 374 3 762 Overfunded employee benefit plans - non-current 10 470 18 082 Equity investments at FVTOCI 13 152 13 372 Total other non-current assets 36 281 45 830 The overfunded employee beneﬁt plans related to the UK pension plans (see note 6.16. ‘Employee beneﬁt obligations’). Equity investments at FVTOCI 6.6 Other NC assets Carrying amount in thousands of € 2019 2020 As at 1 January 11 153 13 152 Fair value changes 2 372 220 Other movements -328 - Exchange gains and losses -45 - As at 31 December 13 152 13 372 The equity investments designated as at fair value through OCI (FVTOCI) in accordance with IFRS 9 ‘Financial Instruments’ mainly consisted of: » Shougang Concord Century Holdings Ltd, a Hong Kong Stock Exchange listed company. On this investment, an increase in fair value of € 0.1 million was recognized through OCI (2019: € 0.5 million). » Bekaert Xinyu Metal Products Co Ltd. On this investment, an increase in fair value of € 0.2 million was recognized through OCI (2019: € 1.9 million). » Transportes Puelche Ltda, an investment held by Acma SA and Prodalam SA (Chile). For more information on the revaluation reserve for investments designated as at fair value through equity, see note 6.14. ‘Retained earnings and other Group reserves’. Annual Report Bekaert 2020 123 6.7. Deferred tax assets and liabilities 6.7 Deferred Tax assets&liabil Carrying amount in thousands of € 2019 2020 2019 2020 As at 1 January 138 403 142 333 37 892 34 182 Increase or decrease via income statement -5 981 -9 302 -11 351 10 467 Increase or decrease via OCI 1 552 557 -270 1 580 Change in accounting policies 15 891 - 15 891 - Exchange gains and losses 1 158 -6 372 710 -4 919 Change in set-off of assets and liabilities -8 690 -2 973 -8 690 -2 973 As at 31 December 142 333 124 243 34 182 38 337 Assets Liabilities Recognized deferred tax assets and liabilities Deferred tax assets and liabilities were attributable to the following items: 6.7 Deferred Tax assets&liabil in thousands of € 2019 2020 2019 2020 2019 2020 Intangible assets 23 178 19 553 11 159 12 051 12 019 7 502 Property, plant and equipment 52 680 44 130 50 334 52 401 2 346 -8 271 Financial assets 8 111 16 140 20 961 -16 132 -20 850 Inventories 9 915 9 565 3 238 2 103 6 677 7 462 Receivables 4 049 4 614 189 57 3 860 4 557 Other current assets 1 084 831 1 926 2 598 -842 -1 767 Employee benefit obligations 21 074 23 494 132 119 20 942 23 375 Other provisions 3 956 3 477 483 177 3 473 3 300 Other liabilities 27 561 27 967 8 036 8 299 19 525 19 668 Tax deductible losses carried forward, tax credits and recoverable income taxes 56 283 50 930 - - 56 283 50 930 Tax assets / liabilities 199 788 184 672 91 637 98 766 108 151 85 906 Set-off of assets and liabilities -57 455 -60 429 -57 455 -60 429 - - Net tax assets / liabilities 142 333 124 243 34 182 38 337 108 151 85 906 Assets Liabilities Net assets The deferred taxes on property, plant and equipment mainly related to dierences in depreciation method between IFRS and tax books, whereas the deferred taxes on intangible assets were mainly generated by intercompany gains which have been eliminated in the consolidated statements. The deferred taxes on employee beneﬁt obligations were mainly generated by tem- porary dierences arising from recognition of liabilities in accordance with IAS 19 ‘Employee Beneﬁts’. The deferred tax liabilities on ﬁnancial assets mainly related to temporary dierences arising from undistributed proﬁts from subsidiaries and joint ventures. Annual Report Bekaert 2020 124 Movements in deferred tax assets and liabilities arose from the following: 6.7 Deferred Tax assets&liabil 2019 in thousands of € As at 1 January Recognized via income statement Recognized via OCI Change in accounting policies 1 Exchange gains and losses As at 31 December Temporary differences Intangible assets 20 796 -8 461 - - -316 12 019 Property, plant and equipment 14 820 1 628 - -14 203 101 2 346 Financial assets -15 794 -670 427 - -95 -16 132 Inventories 5 463 1 327 - - -113 6 677 Receivables 3 687 264 - - -91 3 860 Other current assets -4 252 3 455 - - -45 -842 Employee benefit obligations 19 676 -284 1 570 - -20 20 942 Other provisions 3 709 1 612 -175 -1 688 15 3 473 Other liabilities 1 871 1 401 - 15 891 362 19 525 Tax deductible losses carried forward, tax credits and recoverable income taxes 50 535 5 098 - - 650 56 283 Total 100 511 5 370 1 822 - 448 108 151 6.7 Deferred Tax assets&liabil 2020 in thousands of € As at 1 January Recognized via income statement Recognized via OCI Change in accounting policies Exchange gains and losses As at 31 December Temporary differences Intangible assets 12 019 -4 805 - - 288 7 502 Property, plant and equipment 2 346 -13 535 - - 2 918 -8 271 Financial assets -16 132 -3 136 -1 770 - 188 -20 850 Inventories 6 677 646 - - 139 7 462 Receivables 3 860 840 - - -143 4 557 Other current assets -842 -933 - - 8 -1 767 Employee benefit obligations 20 942 2 812 580 - -959 23 375 Other provisions 3 473 -300 167 - -40 3 300 Other liabilities 19 525 853 - - -710 19 668 Tax deductible losses carried forward, tax credits and recoverable income taxes 56 283 -2 211 - - -3 142 50 930 Total 108 151 -19 769 -1 023 - -1 453 85 906 1 Related to the initial application of IFRS 16 'Leases'. See note 6.4. ‘Right-of-use (RoU) property, plant and equipment’. Annual Report Bekaert 2020 125 Deferred taxes related to other comprehensive income (OCI) 6.7 Deferred Tax assets&liabil 2019 in thousands of € Before tax Tax impact After tax Exchange differences 14 392 - 14 392 2 372 - 2 372 Remeasurement gains and losses on defined-benefit plans -833 1 822 989 Share of OCI of joint ventures and associates 11 - 11 Total 15 942 1 822 17 764 Net fair value gain (+) / loss (-) on investments in equity instruments 6.7 Deferred Tax assets&liabil 2020 in thousands of € Before tax Tax impact After tax Exchange differences -119 013 - -119 013 250 - 250 Remeasurement gains and losses on defined-benefit plans 2 497 -1 023 1 474 Share of OCI of joint ventures and associates 4 - 4 Total -116 262 -1 023 -117 285 Net fair value gain (+) / loss (-) on investments in equity instruments Unrecognized deferred tax assets Deferred tax assets, related to deductible temporary dierences, have not been recognized for a gross amount of € 235.5 million (2019: € 239.8 million). The unrecognized deferred tax assets in respect of tax losses and tax credits are presented in the table by expiry date below. Capital losses, trade losses and tax credits by expiry date The following table presents the gross amounts of the tax losses and tax credits generating deferred tax assets of which some were unrecognized. 6.7 Deferred Tax assets&liabil 2019 in thousands of € Expiring within 1 year Expiring between 1 and 5 years Expiring after more than 5 years Not expiring Total Capital losses Gross value - - 574 35 524 36 098 Allowance - - -574 -35 524 -36 098 Net balance - - - - - Trade losses Gross value 24 698 86 514 155 343 645 801 912 356 Allowance -15 857 -51 380 -132 007 -508 934 -708 178 Net balance 8 841 35 134 23 336 136 867 204 178 Tax credits Gross value 2 756 22 695 35 958 19 899 81 308 Allowance - -22 695 -13 496 -17 096 -53 287 Net balance 2 756 - 22 462 2 803 28 021 Total Gross value 27 454 109 209 191 875 701 224 1 029 762 Allowance -15 857 -74 075 -146 077 -561 554 -797 563 Net balance 11 597 35 134 45 798 139 670 232 199 Annual Report Bekaert 2020 126 6.7 Deferred Tax assets&liabil 2020 in thousands of € Expiring within 1 year Expiring between 1 and 5 years Expiring after more than 5 years Not expiring Total Capital losses Gross value - - 536 43 072 43 608 Allowance - - - -36 872 -36 872 Net balance - - 536 6 200 6 736 Trade losses Gross value 11 649 94 489 123 900 780 467 1 010 505 Allowance -11 583 -73 063 -110 464 -656 033 -851 143 Net balance 66 21 426 13 436 124 434 159 362 Tax credits Gross value 4 106 - 35 884 35 752 75 742 Allowance - - -17 775 -10 284 -28 059 Net balance 4 106 - 18 109 25 468 47 683 Total Gross value 15 755 94 489 160 320 859 291 1 129 855 Allowance -11 583 -73 063 -128 239 -703 189 -916 074 Net balance 4 172 21 426 32 081 156 102 213 781 The upper table represents the base amounts generating the net deferred tax assets (2020: € 50.9 million (2019: € 56.3 million)). Deferred tax assets were recognized only to the extent that it was probable that future taxable proﬁts would be available, taking into account all evidence, both positive and negative. This assessment was done using prudent estimates based on the business plan for the entity concerned, typically using a ﬁve year time horizon. In some countries, deferred tax assets on capital losses, trade losses and tax credits were recognized to the extent of uncertain tax provisions recognized, in order to reﬂect that some tax audit adjustments would result in an adjustment of the amount of tax losses rather than in a cash tax out for the entity concerned. 6.8. Operating working capital 6.8 Operating working capital in thousands of € 2019 2020 Raw materials 139 985 120 139 Consumables and spare parts 91 125 78 711 Work in progress 136 425 125 676 Finished goods 282 018 234 858 Goods purchased for resale 133 477 124 093 Inventories 783 030 683 477 Trade receivables 644 908 587 619 Bills of exchange received 59 904 54 039 Advances paid 15 820 18 594 Trade payables -652 384 -668 422 Advances received -18 791 -15 682 Remuneration and social security payables -125 051 -116 014 Employment-related taxes -8 543 -9 101 Operating working capital 698 893 534 510 6.8 Operating working capital Carrying amount in thousands of € 2019 2020 As at 1 January 874 657 698 893 Organic increase or decrease -171 466 -119 935 Write-downs and write-down reversals -7 072 -7 304 New consolidations - 329 Exchange gains and losses (-) 2 774 -38 258 Other - 785 As at 31 December 698 893 534 510 Annual Report Bekaert 2020 127 Weighted average operating working capital represented 16.4% of sales (2019: 18.2%). Additional information is as follows: » Inventories The cost of sales included expenses related to transport and handling of ﬁnished goods amounting to € 164.4 million (2019: € 182.7 million), which have never been capitalized in inventories. Movements in inventories in 2020 included write-downs of € -34.6 million (2019: € -38.1 million) and reversals of write-downs of € 27.7 million (2019: € 31.5 million). Similar as in 2019, in 2020 no inventories were pledged as security for liabilities. » Trade receivables and bills of exchange received At year-end 2020, the carrying amount of the trade receivables involved in the factoring program amounted to € 152.3 million (2019: 121.1 million). The following table presents the movements in the allowance for bad debt on trade receivables. No allowance was posted for bills of exchange received. 6.8 Operating working capital Trade receivables and bills of exchange received in thousands of € 2019 2020 Gross amount 746 499 682 152 Allowance for bad debts (impaired) -41 687 -40 494 specific allowance for bad debts 1 -35 993 -35 097 general allowance for bad debts 1 -5 694 -5 397 Net carrying amount 704 812 641 658 1 The split of the allowance for bad debt in 2019 has been adjusted (reclass of € 5.6 million from the general to the specific allowance). More information about allowances and past-due receivables is provided in the following table: 6.8 Operating working capital Allowance for bad debt in thousands of € 2019 2020 As at 1 January -40 818 -41 687 Losses recognized in current year -6 417 -5 350 Losses recognized in prior years - amounts used 626 1 596 Losses recognized in prior years - reversal of amounts not used 5 345 3 354 New consolidations - -81 Exchange gains and losses (-) 69 1 550 Other -492 124 As at 31 December -41 687 -40 494 In accordance with the IFRS 9 ‘expected credit loss’ model for ﬁnancial assets, a general bad debt allowance is made for trade receivables to cover the unknown bad debt risk at each reporting date. This general allowance constitutes of a percentage on outstanding trade receivables at each reporting date. The percentages are taking into account historical information on losses on trade receivables and are reviewed year-on-year. For more information on credit enhancement techniques, see note 7.2. ‘Financial risk management and ﬁnancial derivatives’. Annual Report Bekaert 2020 128 6.10. Cash & cash equivalents and short-term deposits 6.10 Cash & ST deposits Carrying amount in thousands of € 2019 2020 Cash & cash equivalents 566 176 940 416 Short-term deposits 50 039 50 077 For the changes in cash & cash equivalents, please refer to the consolidated cash ﬂow statement and to note 7.1. ‘Notes to the cash ﬂow statement’. Cash equivalents and short-term deposits did not include any listed securities or equity instruments at the balance sheet date. 6.9. Other receivables 6.9 Other receivables Carrying amount in thousands of € 2019 2020 As at 1 January 130 379 111 615 Increase or decrease -21 786 -4 792 Write-downs (-) and write-down reversals -2 - New consolidations - 192 Exchange gains and losses 3 024 -5 685 As at 31 December 111 615 101 330 Other receivables mainly related to income taxes (€ 35.1 million (2019: € 43.3 million)), VAT and other taxes (€52.1million (2019:€53.0million)), social loans to employees (€ 3.7 million (2019: € 4.3 million)) and dividends from joint ventures (€ 2.1 million (2019: € 1.6 million)). See also note 6.21. ’Tax positions’. Write-downs of other receivables are included in note 5.5. ‘Other ﬁnancial income and expense’. Annual Report Bekaert 2020 129 6.11. Other current assets 6.11 Other current assets Carrying amount in thousands of € 2019 2020 Financial receivables and cash guarantees 8 779 7 707 Advances paid 15 820 18 594 Derivatives (cf. note 7.2.) 4 623 5 250 Deferred charges and accrued income 11 289 10 346 As at 31 December 40 510 41 898 The ﬁnancial receivables and cash guarantees mainly related to receivables from the disposal of the majority stake in the rubber reinforcement plant Sumaré (Brazil) in 2017 (€ 4.6 million, same amount as in 2019) and various cash guarantees (€1.0million (2019: €2.5million)). 6.12. Assets classiﬁed as held for sale and liabilities associated with those assets 6.12 Assets classified as HFS Carrying amount (net) in thousands of € 2019 2020 As at 1 January 546 466 Increases and decreases (-) -86 6 468 Exchange gains and losses 6 -193 As at 31 December 466 6 740 6.12 Assets classified as HFS in thousands of € 2019 2020 Property, plant and equipment 466 6 740 Total assets classified as held for sale 466 6 740 Total liabilities associated with assets classified as held for sale - - The increase in assets classiﬁed as held for sale almost entirely related to buildings in Canada following the announcement to close the manufacturing plant in Pointe-Claire (€ 6.1 million). Annual Report Bekaert 2020 130 6.13. Ordinary shares, treasury shares and equity-settled share-based payments 6.13 Shares part1 Nominal value Number of shares Nominal value Number of shares 1 As at 1 January 177 793 60 408 441 177 793 60 408 441 Movements in the year Issue of new shares - - 19 6 400 As at 31 December 177 793 60 408 441 177 812 60 414 841 2 Structure 2.1 Classes of ordinary shares Ordinary shares without par value 177 793 60 408 441 177 812 60 414 841 2.2 Registered shares 21 834 895 22 502 452 Non-material shares 38 573 546 37 912 389 176 000 176 000 2019 2020 Issued capital in thousands of € Authorized capital not issued A total of 6 400 subscription rights were exercised under the Company’s SOP 2005-2009 stock option plan in 2020, requiring the issue of a total of 6 400 new shares of the Company. On 31 December 2019, the Company held 3 873 075 treasury shares. Of these 3 873 075 treasury shares, 10 036 shares were transferred to non-executive Directors of Bekaert as remuneration for the performance of the duties as Chairman or member of the Board of Directors and 13 439 shares were transferred to members of the BGE pursuant to the Bekaert share-matching plan. A total of 10 766 own shares were sold to members of the BGE in the framework of the Bekaert personal shareholding requirement plan. In addition, 29 300 stock options were exercised under the Stock Option Plan 2010-2014 and 29 300 treasury shares were used for that purpose. The Company did not purchase any shares in the course of 2020 and no treasury shares were cancelled. As a result, the Company held an aggregate 3 809 534 treasury shares as of 31December2020. Stock option plans (‘SOP’) Details of the stock option plans which showed an outstanding balance either at the balance sheet date or at the previous balance sheet date, are as follows: 6.13 Shares part2 6.13 Shares part2 Overview of SOP2 Stock Option Plan Granted Exercised Forfeited Out- standing 21.12.2006 19.02.2007 30.175 37 500 27 500 - 10 000 22.05 - 30.06.2010 15.11 - 15.12.2021 20.12.2007 18.02.2008 28.335 30 630 11 310 - 19 320 22.05 - 30.06.2011 15.11 - 15.12.2022 17.12.2009 15.02.2010 33.990 49 500 5 000 44 500 - 22.05 - 30.06.2013 15.11 - 15.12.2019 117 630 43 810 44 500 29 320 Exercise price (in €) Number of options First exercise period Last exercise period Date offered Date granted Annual Report Bekaert 2020 131 6.13 Shares part2 6.13 Shares part2 Overview of SOP 2005-2009 Stock Option Plan Granted Exercised Forfeited Out- standing 22.12.2005 20.02.2006 22.03.2006 23.795 190 698 190 683 15 - 22.05 - 30.06.2009 15.11 - 15.12.2020 21.12.2006 19.02.2007 22.03.2007 30.175 153 810 144 240 600 8 970 22.05 - 30.06.2010 15.11 - 15.12.2021 20.12.2007 18.02.2008 22.04.2008 28.335 215 100 147 550 12 700 54 850 22.05 - 30.06.2011 15.11 - 15.12.2022 17.12.2009 15.02.2010 08.09.2010 33.990 225 450 69 600 155 850 - 22.05 - 30.06.2013 15.11 - 15.12.2019 785 058 552 073 169 165 63 820 Date offered Date granted Date of issue of subscription rights Exercise price (in €) Number of subscription rights First exercise period Last exercise period 6.13 Shares part2 6.13 Shares part2 Overview of SOP 2010-2014 Stock Option Plan Granted Exercised Forfeited Out- standing 16.12.2010 14.02.2011 77.000 360 925 - 360 925 - 28.02 - 13.04.2014 Mid Nov.- 15.12.2020 22.12.2011 20.02.2012 25.140 287 800 231 100 2 600 54 100 27.02 - 12.04.2015 Mid Nov. - 21.12.2021 20.12.2012 18.02.2013 19.200 267 200 215 342 2 700 49 158 End Feb. - 10.04.2016 Mid Nov. - 19.12.2022 29.03.2013 28.05.2013 21.450 260 000 132 500 - 127 500 End Feb. - 09.04.2017 End Feb. - 28.03.2023 19.12.2013 17.02.2014 25.380 373 450 188 250 2 400 182 800 End Feb. - 09.04.2017 Mid Nov. - 18.12.2023 18.12.2014 16.02.2015 26.055 349 810 44 800 18 510 286 500 End Feb. - 08.04.2018 Mid Nov. - 17.12.2024 1 899 185 811 992 387 135 700 058 Date granted Date offered Exercise price (in €) Number of options First exercise period Last exercise period 6.13 Shares part2 6.13 Shares part2 Overview of SOP 2015-2017 Stock Option Plan Granted Exercised Forfeited Out- standing 17.12.2015 15.02.2016 26.375 227 250 1 500 28 250 197 500 End Feb. - 07.04.2019 Mid Nov. - 16.12.2025 15.12.2016 13.02.2017 39.426 273 325 - 47 125 226 200 End Feb. - 12.04.2020 Mid Nov. - 14.12.2026 21.12.2017 20.02.2018 34.600 225 475 - 8 375 217 100 End Feb. - 11.04.2021 Mid Nov. - 20.12.2027 726 050 1 500 83 750 640 800 First exercise period Exercise price (in €) Number of options Date offered Date granted Last exercise period Annual Report Bekaert 2020 132 6.13 Shares part3 SOP2 Stock Option Plan Number of options Weighted average exercise price (in €) Number of options Weighted average exercise price (in €) Outstanding as at 1 January 73 820 31.993 29 320 28.963 Forfeited during the year -44 500 33.990 - - Exercised during the year - - - - Outstanding as at 31 December 29 320 28.963 29 320 28.963 2019 2020 6.13 Shares part3 SOP 2005-2009 Stock Option Plan Number of subscription rights Weighted average exercise price (in €) Number of subscription rights Weighted average exercise price (in €) Outstanding as at 1 January 173 570 31.630 70 220 28.156 Forfeited during the year -103 350 33.990 - - Exercised during the year - - -6 400 23.795 Outstanding as at 31 December 70 220 28.156 63 820 28.594 2019 2020 6.13 Shares part3 SOP 2010-2014 Stock Option Plan Number of options Weighted average exercise price (in €) Number of options Weighted average exercise price (in €) Outstanding as at 1 January 1 025 083 39.653 1 025 083 39.653 Forfeited during the year - - -295 725 77.000 Exercised during the year - - -29 300 25.033 Outstanding as at 31 December 1 025 083 39.653 700 058 24.488 2019 2020 6.13 Shares part3 SOP 2015-2017 Stock Option Plan Number of options Weighted average exercise price (in €) Number of options Weighted average exercise price (in €) Outstanding as at 1 January 718 550 33.866 711 675 33.863 Forfeited during the year -5 375 36.283 -70 875 34.721 Exercised during the year -1 500 26.375 - - Outstanding as at 31 December 711 675 33.863 640 800 33.769 2019 2020 Annual Report Bekaert 2020 133 6.13 Shares part3 2019 2020 SOP2 2.6 1.6 SOP 2005-2009 2.6 1.8 SOP 2010-2014 3.2 3.0 SOP 2015-2017 7.0 6.0 Weighted average remaining contractual life in years As there were no options exercised in 2020, there was no weighted average share price for the SOP2 options (2019: n/a) and for the SOP 2015-2017 options (2019: € 26.38). The weighted average share price at the date of exercise in 2020 was € 25.03 for the SOP 2010-2014 options (2019: n/a) and € 23.80 for the SOP 2005-2009 subscription rights (2019: n/a). The exercise price of the subscription rights and options is equal to the lower of (i) the average closing price of the Company’s share during the thirty days preceding the date of the oer, and (ii) the last closing price preceding the date of the oer. When subscription rights are exercised under the SOP 2005-2009 plan, equity is increased by the amount of the proceeds received. Under the terms of the SOP2 plan any subscription rights or options granted through 2004 were vested immediately. Under the terms of the SOP 2010-2014 stock option plan, options to acquire existing Company shares have been oered to the members of the Bekaert Group Executive, the Senior Vice Presidents and senior executive personnel during the period 2010-2014. The grant dates of each oering were scheduled in the period 2011-2015. The exercise price of the SOP 2010-2014 options was determined in the same manner as in the previous plans. The vesting conditions of the SOP 2010-2014 grants, as well as of the SOP 2005-2009 grants and of the SOP2 grants beginning in 2006, are such that the subscription rights or options will be fully vested on 1 January of the fourth year after the date of the oer. In accordance with the Economic Recovery Act of 27 March 2009, the exercise period of the SOP2 options and SOP 2005-2009 subscription rights granted in 2006, 2007 and 2008 was extended by ﬁve years in favor of the persons who were plan beneﬁciaries and subject to Belgian income tax at the time such extension was oered. The options granted under SOP2, SOP 2010-2014 and SOP 2015-2017 and the subscription rights granted under SOP 2005- 2009 are recognized at fair value at grant date in accordance with IFRS 2 (see note 6.14. ‘Retained earnings and other Group reserves’). The fair value of the options is determined using a binomial pricing model. For the tranches that entailed an expense in the current or prior period, inputs and outcome of this pricing model are detailed below: 6.13 Shares part3 Pricing model details Stock option plan 2015-2017 Granted in February 2016 Granted in February 2017 Granted in February 2018 Inputs to the model Share price at grant date (in €) 27.25 39.39 37.40 Exercise price (in €) 26.38 39.43 34.60 Expected volatility 39% 39% 39% Expected dividend yield 3% 3% 3% Vesting period (years) 3.00 3.00 3.00 Contractual life (years) 10 10 10 Employee exit rate 3% 3% 3% Risk-free interest rate 0.05% -0.18% 0.08% Exercise factor 1.40 1.40 1.40 Outcome of the model Fair value (in €) 7.44 10.32 10.61 Outstanding options 197 500 226 200 217 100 The model allows for the eects of early exercise through an exercise factor. An exercise factor of 1.40 stands for the assumption that the beneﬁciaries exercise the options and the subscription rights after the vesting date when the share price exceeds the exercise price by 40% (on average). During 2020, no options (2019: no options) were granted under SOP 2015-2017. The Group has recorded an expense against equity of € 0.7 million (2019: € 1.8 million) for the options granted, based on their fair value and vesting period. Annual Report Bekaert 2020 134 Performance Share Plan (‘PSP’) The members of the Bekaert Group Executive, the senior management and a limited number of management sta members of the Company and a number of its subsidiaries received Performance Share Units entitling the beneﬁciary to acquire Performance Shares: during 2015, 2016 and 2017 subject to the conditions of the Performance Share Plan 2015-2017 and in 2019 and 2020 under the conditions of the Performance Share Plan 2018-2020. These Performance Share Units will vest following a vesting period of three years, conditional to the achievement of a pre-set performance target. The performance target was set by the Board of Directors, in line with the Company strategy. For more information we refer to the ‘Remuneration Report’ in the ‘Report of the Board of Directors’. 6.13 Shares part2 6.13 Shares part2 Overview of Performance Share Plan Date granted Granted Delivered Forfeited Expired Out- standing Expiry date PSP 2015-2017 15.12.2016 52 450 - 4 217 48 233 - 31.12.2019 PSP 2015-2017 06.03.2017 10 000 - - 10 000 - 31.12.2019 PSP 2015-2017 01.09.2017 5 000 - - 5 000 - 31.12.2019 PSP 2015-2017 21.12.2017 55 250 - 4 900 50 350 - 31.12.2020 PSP 2018-2020 15.02.2019 178 233 - 11 427 - 166 806 31.12.2021 PSP 2018-2020 26.07.2019 35 663 - 2 837 - 32 826 31.12.2021 PSP 2018-2020 21.01.2020 182 900 - 4 481 - 178 419 31.12.2022 PSP 2018-2020 17.08.2020 12 580 - - - 12 580 31.12.2022 532 076 - 27 862 113 583 390 631 Number of units The Performance Share Units granted under these plans are recognized at fair value at grant date in accordance with IFRS 2 (see note 6.14. ‘Retained earnings and other Group reserves’). The fair value of the Performance Share Units under the PSP 2015-2017 is determined using a binomial pricing model. Inputs and outcome of the pricing model are detailed below: 6.13 Shares part3 Pricing model details Performance Share Plan February 2016 July 2016 December 2016 March 2017 September 2017 December 2017 Inputs to the model Share price at grant date (in €) 32.00 38.38 39.49 46.90 40.58 34.60 Expected volatility 39% 39% 39% 39% 39% 39% Expected dividend yield 3% 3% 3% 3% 3% 3% Vesting period (years) 2.83 2.50 3.00 2.83 2.25 3.00 Employee exit rate 3% 3% 3% 0% 3% 3% Risk-free interest rate -0.41% -0.56% -0.53% -0.53% -0.55% -0.46% Outcome of the model Fair value (in €) 46.89 50.30 52.15 46.90 54.34 40.19 Outstanding PSP Units - - - - - - Granted in Under the PSP 2015-2017, the Group has recorded an expense against equity of € 0.6 million (2019: € 1.9 million) for the Perfor- mance Share Units granted, based on their fair value and vesting period. In 2020, on 21 January an oer of 182 900 equity settled performance share units and on 17 August an oer of 12 580 equity settled performance share units were made under the terms of the PSP 2018-2020 (2019: on 15 February an oer of 178 233 equity settled performance share units and on 26 July an oer of 35 663). The fair value of the Performance Share Units under the terms of the PSP 2018-2020 plan is equal to the share price at grant date (21 January 2020: € 25.14 and 17 August 2020: € 16.92 (15 February 2019: € 23.76 and 26 July 2019: € 23.94)), since the performance conditions are non- market conditions (Underlying EBITDA and operational cash ﬂow). The grant in 2020 represented a fair value of € 4.8 million (2019: € 5.1 million). The Group has recorded an expense against equity of € 4.7 million in 2020 (2019: € 2.2 million). Annual Report Bekaert 2020 135 PSP 2015-2017 Number of units Weighted average exercise price (in €) Number of units Weighted average exercise price (in €) Outstanding as at 1 January 121 168 46.035 50 950 40.190 Forfeited during the year -2 318 41.655 -600 40.190 Expired during the year -67 900 50.571 -50 350 40.190 Outstanding as at 31 December 50 950 40.190 - - 2019 2020 PSP 2018-2020 Number of units Weighted average exercise price (in €) Number of units Weighted average exercise price (in €) Outstanding as at 1 January - - 206 621 23.791 Granted during the year 213 896 23.790 195 480 24.058 Forfeited during the year -7 275 23.760 -11 470 24.344 Outstanding as at 31 December 206 621 23.791 390 631 24.185 2019 2020 Personal Shareholding Requirement Plan (‘PSR’) In March 2016, the Company introduced a Personal Shareholding Requirement Plan for the Chief Executive Ocer and the other members of the Bekaert Group Executive (‘BGE’), pursuant to which they can build and maintain a personal shareholding in Company shares and whereby the acquisition of the number of Company shares is supported by a so-called Company match- ing mechanism. The Company matching mechanism provides that the Company will match the BGE member’s investment in Company shares in year x, with a direct grant of a similar number of Company shares as acquired by the BGE member (such grant to be made at the end of year x + 2). These PSR units will vest following a vesting period of three years, conditional to a service condition subject to bad or good leaver conditions. For more information we refer to the ‘Remuneration Report’ in the ‘Report of the Board of Directors’. 6.13 Shares part2 6.13 Shares part2 Overview of Personal Shareholding Requirement Plan Acquired Matched Forfeited Out- standing Expiry date PSR 2016 31.03.2017 14 668 13 428 1 240 - 31.12.2019 PSR 2016 01.09.2017 2 523 2 523 - - 31.12.2019 PSR 2016 14.05.2018 15 251 14 191 1 060 - 31.12.2020 PSR 2016 31.03.2020 10 766 - - 10 766 31.12.2022 43 208 30 142 2 300 10 766 Date acquired Number of units The matching shares to be granted under the Personal Shareholding Requirement Plan 2016 are recognized at fair value at start date in accordance with IFRS 2 (see note 6.14. ‘Retained earnings and other Group reserves’). The fair value of the matching shares is determined using a binomial pricing model. Inputs and outcome of this pricing model are detailed below: Annual Report Bekaert 2020 136 6.13 Shares part3 Pricing model details Personal Shareholding Requirement plan To be matched in December 2020 To be matched in December 2022 Start date March 2016 Start date June 2016 Start date March 2017 Start date Sep 2017 Start date May 2018 Start date March 2020 Inputs to the model Share price at start date (in €) 35.71 38.97 45.87 40.04 34.00 14.98 Expected volatility 39% 39% 39% 39% 39% 36% Expected dividend yield 3% 3% 3% 3% 3% 3% Vesting period (years) 2.75 2.50 2.75 2.33 2.60 2.75 Employee exit rate 4% 4% 4% 4% 4% 0% Risk-free interest rate -0.40% -0.01% -0.51% -0.54% -0.39% -0.47% Outcome of the model Fair value (in €) 29.27 32.16 37.60 33.20 27.95 13.81 Outstanding PSR Units - - - - - 10 766 To be matched in December 2018 To be matched in December 2019 The matching shares to be granted represented a fair value of € 0.1 million (2019: € 0.4 million). The Group has recorded an expense against equity of € 0.2 million (2019: € 0.4 million) for the matching shares to be granted, based on their fair value and vesting period. PSR 2016 2019 2020 Outstanding as at 1 January 28 600 13 661 Matched during the year -14 939 -13 661 Acquired during the year - 10 766 Outstanding as at 31 December 13 661 10 766 Number of units Stock grant Board members The ﬁxed fee of the Chairperson is paid partly in cash and partly in Company shares, subject to a three-year holding period from grant date. For the other non-executive Directors, the ﬁxed fee for performance of duties as a member of the Board are paid in cash, but with the option each year to receive part (0%, 25% or 50%) in Company shares.In accordance with IFRS 2 this is treated as a share based payment award with a cash alternative. The fair value of the stock grant are equal to the share price at grant date (29 May 2020: € 18.43). This stock grant vested immediately. The stock grant represented a fair value of € 0.2 million. The Group has recorded an expense against equity of € 0.2 million. Annual Report Bekaert 2020 137 6.14. Retained earnings and other Group reserves 6.14 Hedging & re val. reserve Carrying amount in thousands of € 2019 2020 Revaluation reserve for non-consolidated equity investments -12 117 -11 867 Remeasurement reserve for defined-benefit plans -67 017 -63 543 Other revaluation reserve -6 - Deferred tax reserve 28 104 26 785 Other reserves -51 036 -48 626 Cumulative translation adjustments -113 964 -227 823 Total other Group reserves -165 000 -276 448 Treasury shares -107 463 -106 148 Retained earnings 1 492 028 1 614 781 In the following sections of this disclosure, the movements in the Group reserves and in retained earnings are presented and commented. 6.14 Hedging & re val. reserve Revaluation reserve for non-consolidated equity investments in thousands of € 2019 2020 As at 1 January -14 489 -12 117 Fair value changes 2 372 250 As at 31 December -12 117 -11 867 Of which Investment in Xinyu Xinsteel Metal Products Co Ltd -2 112 -1 951 Investment in Shougang Concord Century Holdings Ltd -10 097 -10 009 Other investments 92 92 The revaluation of the investment in Shougang Concord Century Holdings Ltd is based on the closing price of the share on the Hong Kong Stock Exchange. The fair value of the investment in Xinyu Xinsteel Metal Products Co Ltd is determined using a discounted cash ﬂow model based on the company’s most recent business plan for 2021-2025. See also note 6.6. ‘Other non-current assets’. 6.14 Hedging & re val. reserve Remeasurement reserve for defined-benefit plans in thousands of € 2019 2020 As at 1 January -68 267 -67 017 Remeasurements of the period 1 261 3 474 Changes in Group structure -11 - As at 31 December -67 017 -63 543 The remeasurements originate from using dierent actuarial assumptions in calculating the deﬁned-beneﬁt obligation, from dif - ferences with actual returns on plan assets at the balance sheet date and any changes in unrecognized assets due to the asset ceiling principle (see note 6.16. ‘Employee beneﬁt obligations’). 6.14 Hedging & re val. reserve Deferred tax reserve in thousands of € 2019 2020 As at 1 January 26 694 28 104 Deferred taxes relating to other comprehensive income 1 407 -1 319 Changes in Group structure 3 - As at 31 December 28 104 26 785 Annual Report Bekaert 2020 138 Deferred taxes relating to other comprehensive income are also recognized in OCI (see note 6.7. ‘Deferred tax assets and liabilities’). 6.14 Hedging & re val. reserve Treasury shares in thousands of € 2019 2020 As at 1 January -108 843 -107 463 Shares sold 1 380 1 314 As at 31 December -107 463 -106 148 The number of shares on hand were sucient, both to anticipate any dilution and to hedge the cash ﬂow risk on share-based payment plans. No additional shares were bought back in 2020 (2019: nil). 63 541 treasury shares were sold to the beneﬁciaries of the share-based payment plans of the Group (2019: 28 957). Treasury shares are accounted for using the FIFO principle (ﬁrst-in, ﬁrst-out). Gains and losses on disposals of treasury shares are directly recognized through retained earnings (see movements in retained earnings below). See also note 6.13. ‘Ordinary shares, treasury shares and equity-settled share-based payments’. 6.14 Hedging & re val. reserve Cumulative translation adjustments in thousands of € 2019 2020 As at 1 January -130 102 -113 964 Exchange differences on dividends declared -1 601 -2 244 Movements arising from exchange rate fluctuations 17 739 -111 615 As at 31 December -113 964 -227 823 Of which relating to entities with following functional currencies Chinese renminbi 100 394 88 513 US dollar 29 945 12 453 Brazilian real -169 744 -220 231 Chilean peso -17 347 -21 028 Venezuelan bolivar soberano 1 -59 691 -59 691 Indian rupee -6 756 -10 319 Czech koruna 9 738 8 616 British pound 3 200 -13 974 Russian ruble -2 742 -7 984 Romenian leu -2 573 -3 296 Other currencies 1 611 -881 1 As a consequence of the functional currency switch to the US dollar on 1 January 2019, the value related to Venezuelan bolivar soberano remains frozen. The swings in CTA reﬂected both the exchange rate evolution and the relative importance of the net assets denominated in the presented currencies. 6.14 Hedging & re val. reserve Retained earnings in thousands of € Notes 2019 2020 As at 1 January 1 480 234 1 492 028 Equity-settled share-based payments 6.13. 4 390 8 556 Result for the period attributable to equity holders of Bekaert 41 329 134 687 Dividends -39 557 -19 787 Equity reclassification - -6 Treasury shares transactions 6.13. -1 341 -231 Changes in Group structure 6 973 -467 As at 31 December 1 492 028 1 614 781 Annual Report Bekaert 2020 139 Treasury shares transactions (€ -0.2 million vs € -1.3 million in 2019) represented the dierence between the proceeds and the FIFO book value of the shares that were sold. Changes in Group structure in 2020 related to the purchase of non-controlling interests (NCI) in Bekaert Slatina SRL, while in 2019 this related to the purchase of NCI in Bekaert Maccaferri Underground Solutions BVBA. 6.15. Non-controlling interests 6.15 Minority interests Carrying amount in thousands of € 2019 2020 As at 1 January 119 071 96 430 Changes in Group structure -13 504 -8 503 Share of the result for the period 6 871 13 350 Share of other comprehensive income excluding CTA -1 667 -677 Dividend pay-out -13 247 -8 270 Capital increases 652 - Exchange gains and losses (-) -1 746 -5 155 As at 31 December 96 430 87 175 The changes in Group structure in 2020 mainly related to the purchase of the non-controlling interests (‘NCI’) in Bekaert Slatina SRL, the carrying amount of which amounted to € +8.5 million at the transaction date. The changes in 2019 almost exclusively related to the purchase of the non-controlling interests (‘NCI’) in Bekaert Maccaferri Underground Solutions BVBA. The share in the result of the period for entities in which NCI are held, improved signiﬁcantly, mainly due to the much better contribution of entities which were in a loss position last year. However, also here the Covid-19 pandemic depressed to a certain degree this improvement. In accordance with IFRS 12 ‘Disclosures of Interests in Other Entities’, following information is provided on subsidiaries that have non-controlling interests that are material to the Group. The objective of IFRS 12 is to require an entity to disclose information that enables users of its ﬁnancial statements to evaluate (a) the nature and risks associated with its interests in other entities, and (b) the eects of those interests on its ﬁnancial position, ﬁnancial performance and cash ﬂows. Bekaert has many partnerships across the world, most entities of which would not individually meet any reasonable materiality criterion. Therefore, the Group has identiﬁed two non-wholly owned groups of entities which are interconnected through their line of business and shareholder structure: (1) the Wire entities in Chile and Peru, where the non-controlling interests are mainly held by the Chilean partners, and (2) the Wire entities in the Andina region, where the non-controlling interests are mainly held by the Ecuadorian Kohn family and ArcelorMittal. In presenting aggregated information for these entity groups, only intercompany eects within each entity group have been eliminated, while all other entities of the Group have been treated as third parties. Annual Report Bekaert 2020 140 6.15 Material NCIs Entities included in material NCI disclosure Country 2019 2020 Wire entities Chile and Peru Acma SA Chile 48.0% 48.0% Acmanet SA Chile 48.0% 48.0% Industrias Acmanet Ltda Chile 48.0% 48.0% Industrias Chilenas de Alambre - Inchalam SA Chile 48.0% 48.0% Grating Peru SAC Peru - 62.5% Procercos SA Chile 48.0% 48.0% Prodalam SA Chile 48.0% 48.0% Prodicom Selva SAC Peru 62.5% 62.5% Prodimin SAC Peru 62.5% 62.5% Prodac Contrata SAC Peru 62.5% 62.5% Productos de Acero Cassadó SA Peru 62.5% 62.5% Wire entities Andina region Agro-Bekaert Colombia SAS Colombia - 60.0% Agro - Bekaert Springs, SL Spain - 60.0% Bekaert Ideal SL Spain 20.0% 20.0% Bekaert Costa Rica SA Costa Rica 41.6% 41.6% BIA Alambres Costa Rica SA Costa Rica 41.6% 41.6% Ideal Alambrec SA Ecuador 41.6% 41.6% InverVicson SA Venezuela 20.0% 20.0% Productora de Alambres Colombianos Proalco SAS Colombia 20.0% 20.0% Vicson SA Venezuela 20.0% 20.0% Proportion of NCI at year-end The principal activity of the main entities listed above is manufacturing and selling wire and other wire products, mainly for the local market. Following entities are essentially holdings, having interests in one or more of the other entities listed above: Industrias Acmanet Ltda, Procercos SA, Bekaert Ideal SL and Agro - Bekaert Springs SL. The following table shows the relative importance of the entity groups with material NCI in terms of results and equity attributable to NCI. 6.15 Material NCIs Material and other NCI in thousands of € 2019 2020 2019 2020 Wire entities Chile and Peru 5 248 9 602 71 643 72 282 Wire entities Andina region 1 489 2 156 12 017 11 474 Consolidation adjustments on material NCI 659 181 -28 031 -28 184 Contribution of material NCI to consolidated NCI 7 396 11 939 55 630 55 572 Other NCI -525 1 411 40 800 31 603 Total consolidated NCI 6 871 13 350 96 430 87 175 Result attributable to NCI Equity attributable to NCI Annual Report Bekaert 2020 141 The following tables show concise basic statements of the non-wholly owned groups of entities. 6.15 Material NCIs Wire entities Chile and Peru in thousands of € 2019 2020 Current assets 206 915 218 034 Non-current assets 134 516 121 990 Current liabilities 133 503 140 264 Non-current liabilities 72 797 62 648 Equity attributable to equity holders of Bekaert 63 488 64 830 Equity attributable to NCI 71 643 72 282 6.15 Material NCIs Wire entities Chile and Peru in thousands of € 2019 2020 Sales 495 350 433 751 Expenses -483 891 -414 334 Result for the period 11 459 19 417 Result for the period attributable to equity holders of Bekaert 6 211 9 815 Result for the period attributable to NCI 5 248 9 602 Other comprehensive income for the period -5 946 -7 360 OCI attributable to equity holders of Bekaert -3 338 -3 270 OCI attributable to NCI -2 608 -4 090 Total comprehensive income for the period 5 513 12 057 Total comprehensive income attributable to equity holders of Bekaert 2 873 6 545 Total comprehensive income attributable to NCI 2 640 5 512 Dividends paid to NCI -6 720 -5 340 Net cash inflow (outflow) from operating activities 56 707 60 491 Net cash inflow (outflow) from investing activities -8 956 -4 228 Net cash inflow (outflow) from financing activities -40 962 -28 441 Net cash inflow (outflow) 6 788 27 822 Strong cash generation coupled to tight working capital control eorts (lower working capital assets and higher working capital liabilities) resulting in a signiﬁcant lower Net Debt position. Non-current assets decreased due to depreciation charge exceeding capital expenditure. Demand remained below pre-Covid-19 levels throughout the year, resulting in a drop of sales of 12.4%. However, a signiﬁcant improvement in underlying EBIT margin on sales was realized (7.7% compared to 5.1% last year). The strong margin increase was the result of an improved business mix, stringent cost control and eectiveness of Covid-19 mitigating actions. Annual Report Bekaert 2020 142 6.15 Material NCIs Wire entities Andina region in thousands of € 2019 2020 Current assets 78 647 75 125 Non-current assets 46 229 40 417 Current liabilities 82 759 74 998 Non-current liabilities 9 014 7 553 Equity attributable to equity holders of Bekaert 21 086 21 517 Equity attributable to NCI 12 017 11 474 6.15 Material NCIs Wire entities Andina region in thousands of € 2019 2020 Sales 182 162 157 487 Expenses -177 069 -152 300 Result for the period 5 093 5 188 Result for the period attributable to equity holders of Bekaert 3 604 3 032 Result for the period attributable to NCI 1 489 2 156 Other comprehensive income for the period -1 220 -3 325 OCI attributable to equity holders of Bekaert -560 -2 270 OCI attributable to NCI -660 -1 047 Total comprehensive income for the period 3 873 1 863 Total comprehensive income attributable to equity holders of Bekaert 3 044 761 Total comprehensive income attributable to NCI 829 1 109 Dividends paid to NCI -5 691 -2 060 Net cash inflow (outflow) from operating activities 16 288 14 148 Net cash inflow (outflow) from investing activities -1 801 -3 635 Net cash inflow (outflow) from financing activities -20 161 -5 295 Net cash inflow (outflow) -5 674 5 218 Working capital was more or less stable, with a reduction in both working capital assets and liabilities. The net debt position improved mainly resulting from a lower dividend pay-out in 2020. Sales in 2020 were 13.5% lower mainly due to the Covid-19 pandemic. However, a signiﬁcant improvement in underlying EBIT margin on sales was realized (8.6% compared to 5.6% last year). Also here the strong margin improvement resulted from changes in business mix, stringent cost control and eectiveness of Covid-19 mitigating actions. The situation for Vicson SA (Venezuela) remains under control. The company manages to source an adequate amount of wire rod to keep its operations going, albeit at a subdued level. Furthermore, the access to US dollars has become more ﬂexible in the country to a point that now invoicing to many customers is made in that currency. Its cash & cash equivalents and short-term deposits amounted to € 0.9 million at 31 December 2020 (vs € 1.3 million at 31 December 2019), mainly following the pre-pay- ment for wire rod to avoid any shortage. Annual Report Bekaert 2020 143 6.16. Employee beneﬁt obligations The total net liabilities for employee beneﬁt obligations, which amounted to € 262.7 million as at 31 December 2020 (€ 261.7 million as at year-end 2019), are as follows: 6.16 Employee ben obl p1 in thousands of € 2019 2020 Liabilities for Post-employment defined-benefit plans 120 248 118 892 Other long-term employee benefits 4 437 4 700 1 662 2 556 Short-term employee benefits 125 051 116 014 Termination benefits 20 794 38 580 Total liabilities in the balance sheet 272 193 280 742 of which Non-current liabilities 123 409 130 948 Current liabilities 148 784 149 793 Assets for Defined-benefit pension plans -10 470 -18 082 Total assets in the balance sheet -10 470 -18 082 Total net liabilities 261 722 262 660 Cash-settled share-based payment employee benefits Post-employment beneﬁt plans In accordance with IAS 19, ‘Employee beneﬁts’, plans are classiﬁed as either deﬁned-contribution plans or deﬁned-beneﬁt plans. Deﬁned-contribution plans For deﬁned-contribution plans, Bekaert pays contributions to publicly or privately administered pension funds or insurance com- panies. Once the contributions have been paid, the Group has no further payment obligation. These contributions constitute an expense for the year in which they are due. The Belgian deﬁned-contribution pension plans are by law subject to minimum guaranteed rates of return. Pension legislation deﬁnes the minimum guaranteed rate of return as a variable percentage linked to government bond yields observed in the market as from 1 January 2016 onwards. As of 2016 the minimum guaranteed rate of return became 1.75% on both employer contri- butions and employee contributions. The old rates (3.25% on employer contributions and 3.75% on employee contributions) continue to apply to the accumulated past contributions in the group insurance as at 31 December 2015. As a consequence, the deﬁned-contribution plans are reported as deﬁned beneﬁt obligations at year-end, whereby an actuarial valuation was performed. Bekaert participates in a multi-employer deﬁned beneﬁt plan in the Netherlands funded through the Pensioenfonds Metaal & Techniek (‘PMT’). This plan is treated as a deﬁned-contribution plan because no information is available with respect to the plan assets attributable to Bekaert. Contributions for the plan amounted to € 1.9 million (2019: € 1.9 million). Employer contributions are set every ﬁve years by PMT, they are equal for all participating companies and are expressed as a percentage of pensionable salary. Bekaert’s total contribution represents less than 0.1% of the overall PMT contribution. The ﬁnancing rules specify that an employer is not obliged to pay any further contributions in respect of previously accrued beneﬁts. The funded status of PMT was 95.4% at 31 December 2020 (2019: 98.8%). During the period 2015 to 2022 there is no obligation for participating companies to fund any deﬁcit of PMT (nor to receive any surplus). 6.16 Employee ben obl p1 Defined-contribution plans in thousands of € 2019 2020 Expenses recognized 16 601 15 534 Annual Report Bekaert 2020 144 Deﬁned-beneﬁt plans Several Bekaert companies operate retirement beneﬁt and other post-employment beneﬁt plans. These plans generally cover all employees and provide beneﬁts which are related to salary and length of service. The latest actuarial valuations under IAS 19 were carried out as of 31 December 2020 for all signiﬁcant post-employment deﬁned-beneﬁt plans by independent actuaries. The Group’s largest deﬁned-beneﬁt obligations were in Belgium, the United States and the United Kingdom. They accounted for 89.1% (2019: 89.2%) of the Group’s deﬁned-beneﬁt obligations and 99.7% (2019: 99.6%) of the Group’s plan assets. Plans in Belgium The funded plans in Belgium mainly related to retirement plans representing a deﬁned-beneﬁt obligation of € 229.4 million (2019: € 216.3 million) and € 205.7 million assets (2019: € 202.0 million). This is including the related plans funded through a group insurance. The traditional deﬁned-beneﬁt plans foresee in a lump sum payment upon retirement and in risk beneﬁts in case of death or disability prior to retirement. The plans are externally funded through two self-administrated institutions for occupational retirement provision (IORP). On a regular basis, an Asset Liability Matching (ALM) study is performed in which the consequences of strategic investment policies are analyzed in terms of risk-and-return proﬁles. Statement of investment principles and funding policy are derived from this study. The purpose is to have a well-diversiﬁed asset allocation to control the risk. Investment risk and liability risk are monitored on a quarterly basis. Funding policy targets to be at least fully funded in terms of the technical provision (this is a prudent estimate of the pension liabilities). Other plans mainly related to pre-retirement pensions (deﬁned-beneﬁt obligation € 8.4 million (2019: € 10.4 million)) which are not externally funded. An amount of € 3.4 million (2019: € 4.4 million) related to employees in active service who have not yet entered into any pre-retirement agreement. Plans in the United States The funded plans in the United States mainly related to pension plans representing a deﬁned-beneﬁt obligation of € 127.4 million (2019: € 130.9 million) and assets of € 104.8 million (2019: € 99.5 million). The plans provide for beneﬁts for the life of the plan members but have been closed for new entrants. Plan assets are invested, in ﬁxed-income funds and in equities. Based on an ALM study the strategic asset allocation has been shifted more towards long duration ﬁxed income funds. Funding policy targets to be suciently funded in terms of Pension Protection Act requirements and thus to avoid beneﬁt restrictions or at-risk status of the plans. Unfunded plans included medical care plans (deﬁned-beneﬁt obligation € 3.8 million (2019: € 4.0 million)). Plans in the United Kingdom The funded plan in the United Kingdom related to a pension scheme closed for new entrants and further accrual representing a deﬁned-beneﬁt obligation of € 92.0 million (2019: 95.4 million) and assets of € 110.1 million (2019: 105.8 million). The scheme is administrated by a separate board of Trustees which is legally separate from the company. The Trustees are composed of representatives of both employer and employees. The Trustees are required by law to act in the interest of all relevant beneﬁciaries and are responsible for the investment policy with regard to the assets plus the day-to-day administration of the beneﬁts. The deﬁned beneﬁt obligation solely includes beneﬁts for deferred pensioners and current pensioners. Broadly, about 70% of the liabilities are attributable to non-pensioners and 30% to current pensioners (2019: 20% pensioners). UK legislation requires that pension schemes are funded prudently. The funding valuation of the scheme carried out as at 31 December 2019 by a qualiﬁed actuary showed a surplus of € 7.4 million. As a consequence, the company was able to stop earlier than foreseen, as of 1 July 2020, paying recovery plan contributions resulting from the 2016 funding valuation (set at € 0.8 million p.a. up to 31 August 2021). The above contributions are excluding administration costs which are reported separately from IAS 19. Annual Report Bekaert 2020 145 The amounts recognized in the balance sheet are as follows: 6.16 EB matrix in thousands of € 2019 2020 Belgium Present value of funded obligations 216 335 229 377 Fair value of plan assets -201 965 -205 728 Deficit / surplus (-) of funded obligations 14 369 23 649 Present value of unfunded obligations 10 449 8 365 Total deficit / surplus (-) of obligations 24 818 32 014 United States Present value of funded obligations 130 913 127 361 Fair value of plan assets -99 463 -104 847 Deficit / surplus (-) of funded obligations 31 450 22 514 Present value of unfunded obligations 9 612 8 975 Total deficit / surplus (-) of obligations 41 062 31 489 United Kingdom Present value of funded obligations 95 353 91 997 Fair value of plan assets -105 823 -110 079 Deficit / surplus (-) of funded obligations -10 470 -18 082 Present value of unfunded obligations - - Total deficit / surplus (-) of obligations -10 470 -18 082 Other Present value of funded obligations 1 377 1 633 Fair value of plan assets -1 570 -1 425 Deficit / surplus (-) of funded obligations -193 208 Present value of unfunded obligations 54 561 55 181 Total deficit / surplus (-) of obligations 54 368 55 389 Total Present value of funded obligations 443 977 450 368 Fair value of plan assets -408 821 -422 079 Deficit / surplus (-) of funded obligations 35 156 28 289 Present value of unfunded obligations 74 622 72 521 Total deficit / surplus (-) of obligations 109 778 100 810 Annual Report Bekaert 2020 146 The movement in the deﬁned-beneﬁt obligation, plan assets, net liability and asset over the year were as follows: 6.16 EB matrix Defined-benefit obligation Plan assets Net liability / asset (-) As at 1 January 2019 475 011 -350 350 124 661 Current service cost 16 483 - 16 483 Past service cost -3 624 - -3 624 Gains (-) / losses from settlements -3 047 574 -2 474 Interest expense / income (-) 13 008 -9 099 3 909 22 819 -8 525 14 294 Components recognized in EBIT 10 385 Components recognized in financial result 3 909 Remeasurements Return on plan assets, excluding amounts included in interest expense / income (-) - -53 233 -53 233 Gain (-) / loss from change in demographic assumptions -2 993 - -2 993 Gain (-) / loss from change in financial assumptions 57 575 - 57 575 Experience gains (-) / losses -517 - -517 Changes recognized in equity 54 066 -53 233 833 Contributions Employer contributions / direct benefit payments - -29 551 -29 551 Employee contributions 169 -169 - Payments from plans Benefit payments -39 489 39 489 - Foreign-currency translation effect 6 024 -6 482 -458 As at 31 December 2019 518 600 -408 821 109 778 As at 1 January 2020 518 600 -408 821 109 778 Current service cost 16 035 - 16 035 Past service cost 937 - 936 Gains (-) / losses from settlements -3 816 - -3 816 Interest expense / income (-) 9 402 -6 860 2 541 22 557 -6 860 15 697 Components recognized in EBIT 13 155 Components recognized in financial result 2 541 Remeasurements Return on plan assets, excluding amounts included in interest expense / income (-) - -33 773 -33 773 Gain (-) / loss from change in demographic assumptions -1 753 - -1 753 Gain (-) / loss from change in financial assumptions 34 728 - 34 728 Experience gains (-) / losses -2 -1 697 -1 699 Changes recognized in equity 32 973 -35 470 -2 497 Contributions Employer contributions / direct benefit payments - -17 052 -17 052 Employee contributions 170 -170 - Payments from plans Benefit payments -30 914 30 914 - Foreign-currency translation effect -20 497 15 380 -5 116 As at 31 December 2020 522 889 -422 079 100 810 in thousands of € Net benefit expense / income (-) recognized in profit and loss Net benefit expense / income (-) recognized in profit and loss Annual Report Bekaert 2020 147 The past service cost mainly related to the restructuring in Belgium and the impact of the High Court judgement released in November 2020 on GMP equalization on past transfers towards other schemes in UK. Gains from settlements mainly related to plan changes in post-employment plans in Ecuador and the restructuring in Belgium. In the income statement, current and past service cost, including gains or losses from settlements are included in the operating result (EBIT), and interest expense or income is included in interest expense, under interest element of interest-bearing provisions. Reimbursement rights arising from reinsurance contracts covering retirement pensions, death and disability beneﬁts in Germany amounted to € 0.2 million (2019: € 0.2 million). Estimated contributions and direct beneﬁt payments for 2021 are as follows: 6.16 Employee ben obl p1 2021 Pension plans 17 879 Total 17 879 Estimated contributions and direct benefit payments in thousands of € Fair values of plan assets at 31 December were as follows: 6.16 Employee ben obl p1 in thousands of € 2019 2020 Belgium Bonds 53 875 54 808 Equity 78 740 80 076 Cash 5 570 920 Insurance contracts 63 782 69 923 Total Belgium 201 965 205 728 United States Bonds USD Long Duration Bonds 31 608 29 765 USD Fixed Income 4 765 4 944 USD Guaranteed Deposit 3 749 3 191 Equity USD Equity 37 665 42 610 Non-USD Equity 16 671 19 026 Real estate 5 006 5 310 Total United States 99 463 104 847 United Kingdom Bonds 45 457 27 929 Derivatives 50 246 60 967 Equity 8 029 14 576 Cash 2 091 6 607 Total United Kingdom 105 823 110 079 Other Bonds 1 569 1 425 Total Other 1 569 1 425 Total 408 821 422 079 In the USA, investments are primarily made through mutual fund investments and insurance company separate accounts, in quoted equity and debt instruments. In Belgium, the investments are made through mutual fund investments in quoted equity and debt instruments. Investments are well-diversiﬁed so that the failure of any single investment would not have a material impact on the overall level of assets. In UK a large proportion of assets is invested in liability driven investments and bonds. The Group’s plan assets include no direct positions in Bekaert shares or bonds, nor do they include any property used by a Bekaert entity. Annual Report Bekaert 2020 148 The principal actuarial assumptions on the balance sheet date (weighted averages based on outstanding DBO) were: 6.16 Employee ben obl p1 Actuarial assumptions 2019 2020 Discount rate 1.9% 1.4% Future salary increases 3.0% 3.0% Underlying inflation rate 1.9% 1.4% Health care cost increases (initial) 7.0% 6.8% Health care cost increases (ultimate) 5.0% 5.0% Health care (years to ultimate rate) 8 7 The discount rate for the UK, USA and Belgium is reﬂective both of the current interest rate environment and the plan’s distinct liability characteristics. The plan’s projected cash ﬂows are matched to spot rates, after which an associated present value is developed. A single equivalent discount rate is then determined that produces that same present value. The underlying yield curve for deriving spot rates is based on high quality AA-credit rated corporate bonds issues denominated in the currency of the applicable regional market. This resulted into the following discount rates: 6.16 Employee ben obl p1 Discount rates 2019 2020 Belgium 0.8% 0.6% United States 3.2% 2.4% United Kingdom 2.1% 1.5% Other 2.6% 2.9% This resulted into the following inﬂation rates: Inflation rates 2019 2020 Belgium 1.5% 1.5% United States - - United Kingdom 2.8% 2.9% Other 2.1% 1.9% Total 1.9% 1.4% Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each territory. These assumptions translated into the following average life expectancy in years for a pensioner retiring at age 65. 6.16 Employee ben obl p1 2019 2020 Life expectancy of a man aged 65 (years) at balance sheet date 19.7 20.2 Life expectancy of a woman aged 65 (years) at balance sheet date 22.9 22.6 Life expectancy of a man aged 65 (years) ten years after balance sheet date 20.5 20.9 23.7 23.4 Life expectancy of a woman aged 65 (years) ten years after balance sheet date Sensitivity analyses show the following eects: 6.16 Employee ben obl p1 Sensitivity analysis in thousands of € Change in assumption Discount rate -0.50% Increase by 31 561 6.0% Salary growth rate 0.50% Increase by 10 667 2.0% Health care cost 0.50% Increase by 197 0.10% Life expectancy 1 year Increase by 7 937 1.5% Impact on defined-benefit obligation The above analyses were done on a mutually exclusive basis, while holding all other assumptions constant. Annual Report Bekaert 2020 149 Through its deﬁned-beneﬁt plans, the Group is exposed to a number of risks, the most signiﬁcant of which are detailed below: Asset volatility The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will create a deﬁcit. Changes in bond yields A decrease in corporate bond yields will increase plan liabilities, although this will be partially oset by an increase in the value of the plans’ bond holdings. Salary risk The majority of the plans’ beneﬁt obligations are calculated by reference to the future salaries of plan members. As such, a salary increase of plan members higher than expected will lead to higher liabilities. Longevity risk Belgian pension plans provide for lump sum payments upon retirement. As such, there is limited or no longevity risk. Pension plans in the USA and UK provide for beneﬁts for the life of the plan members, so increases in life expectancy will result in an increase in the plans’ liabilities. The weighted average durations of the deﬁned-beneﬁt obligations were as follows: 6.16 Employee ben obl p1 Weighted average durations of the DBO in years 2019 2020 Belgium 13.7 13.5 United States 12.1 12.1 United Kingdom 23.0 19.9 Other 9.9 11.9 Total 14.7 14.1 Termination beneﬁts Termination beneﬁts are cash and other services paid to employees when their employment has been terminated. The net increase in 2020 mainly related to the setup for the restructuring program in Belgium, oset by the usage of these termination beneﬁts. Other long-term employee beneﬁts The other long-term employee beneﬁts related to service awards. Annual Report Bekaert 2020 150 Cash-settled share-based payment employee beneﬁts Stock appreciation rights (‘SAR’) The Group issues stock appreciation rights (SARs) for certain management employees, granting them the right to receive the intrinsic value of the SARs at the date of exercise. These SARs are accounted for as cash-settled share-based payments in accor- dance with IFRS 2. The fair value of each grant is recalculated at balance sheet date, using the same binomial pricing model as for the equity-settled share-based payments (see note 6.13. ‘Ordinary shares, treasury shares and equity-settled share-based payments’). Based on local regulations, the exercise price for any grant under the USA SAR plan is equal to the average closing price of the Company’s share during the thirty days following the date of the oer. The exercise price for the other SAR plans is determined in the same way as for the equity-settled stock option plans: it is equal to the lower of (i) the average closing price of the Company’s share during the thirty days preceding the date of the oer, and (ii) the last closing price preceding the date of the oer. Following inputs to the model are used for all grants: share price at balance sheet date: € 27.16 (2019: € 26.50), expected volatility of 36% (2019: 35%), expected dividend yield of 3.0% (2019: 3.0%), vesting period of 3 years, contractual life of 10 years and an exercise factor of 1.40 (2019: 1.40). Inputs for risk-free interest rates vary by grant and are based on the return of Belgian OLO’s (Obligation Linéaire / Lineaire Obligatie) with a term equal to the maturity of the SAR grant under consideration. Exercise prices and fair values of outstanding SARs by grant are shown below: 6.13 Shares part3 USA SAR Plan details by grant in € Granted Exercise price Fair value as at 31 December 2019 Fair value as at 31 December 2020 Grant 2012 21 200 27.63 3.80 3.20 Grant 2013 20 900 22.09 6.43 6.58 Grant 2014 36 800 25.66 5.36 5.41 Grant 2015 40 200 25.45 5.73 5.86 Grant 2016 20 250 28.38 5.23 5.34 Grant 2017 26 375 38.86 3.76 3.79 Grant 2018 16 875 37.06 4.31 4.33 6.13 Shares part3 Other SAR Plans details by grant in € Granted Exercise price Fair value as at 31 December 2019 Fair value as at 31 December 2020 Grant 2012 19 500 25.14 4.69 4.25 Grant 2013 24 500 19.20 8.03 8.43 Exceptional grant 2013 10 000 21.45 6.89 7.17 Grant 2014 54 800 25.38 5.50 5.57 Grant 2015 44 700 26.06 5.61 5.73 Grant 2016 38 500 26.38 5.69 5.85 Grant 2017 53 000 39.43 3.70 3.68 Grant 2018 37 500 34.60 4.68 4.68 At 31 December 2020, the total liability for the USA SAR plan amounted to € 0.2 million (2019: € 0.3 million), while the total liability for the other SAR plans amounted to € 0.7 million (2019: € 0.7 million). The Group recorded a total income of € 0.1 million (2019: cost of € 0.4 million) during the year in respect of SARs. Annual Report Bekaert 2020 151 Performance Share Units (‘PSU’) Certain management employees received cash-settled Performance Share Units (PSUs) entitling the beneﬁciary to receive the value of Performance Share Units: during 2015, 2016 and 2017 subject to the conditions of the Performance Share Plan 2015- 2017 and in 2019 and 2020 under the conditions of the Performance Share Plan 2018-2020. These Performance Share Units will vest following a vesting period of three years, conditional to the achievement of a pre-set performance target. The performance target was set by the Board of Directors, in line with the Company strategy. These Performance Share Units are accounted for as cash-settled share-based payments in accordance with IFRS 2. The fair value of each grant under PSU 2015-2017 is recalculated at balance sheet date, using the same binomial pricing model as for the equity-settled share-based payments (see note 6.13. ‘Ordinary shares, treasury shares and equity-settled share-based pay- ments’). Following inputs to the model are used: share price at balance sheet date: € 27.16 (2019: € 26.50), expected volatility of 36% (2019: 35%), expected dividend yield of 3.0% (2019: 3.0%), vesting period of 3 years. Inputs for risk-free interest rates vary by grant and are based on the return of Belgian OLO’s with a term equal to the maturity of the PSU grant under consideration. The fair value of each grant under PSU 2018-2020 is equal to the share price at balance sheet date, since the performance conditions are non-market conditions (Underlying EBITDA and operational cash ﬂow). The fair value of outstanding Performance Share Units by grant is shown below: 6.13 Shares part3 Granted Fair value as at 31 December 2019 Fair value as at 31 December 2020 PSU 2015-2017 Grant 2017 13 500 5.51 - PSU 2018-2020 Grant 2019 51 995 26.50 27.16 PSU 2018-2020 Grant 2020 45 141 - 27.16 PSU 2018-2020 Grant 2020 444 - 27.16 Performance Share Units details by grant in € At 31 December 2020, the total liability for the USA PSUs amounted to € 0.3 million (2019: € 0.1 million), while the total liability for the other PSUs amounted to € 1.3 million (2019: € 0.5 million). The Group recorded a total cost of € 0.8 million (2019: cost of € 0.6 million) during the year in respect of PSUs. Short-term employee beneﬁt obligations Short-term employee beneﬁt obligations relate to liabilities for remuneration and social security that are due within twelve months after the end of the period in which the employees render the related service. Annual Report Bekaert 2020 152 6.17. Provisions 6.17 Provisions in thousands of € Restructuring Claims Environment Other Total As at 1 January 2019 16 205 6 792 33 290 9 937 66 224 Additional provisions 4 904 9 620 403 224 15 152 Unutilized amounts released -60 -5 134 -654 -406 -6 254 Increase in present value - - - 202 202 Charged to the income statement 4 844 4 486 -250 20 9 100 Amounts utilized during the year -8 885 -2 950 -577 -831 -13 243 Change in accounting policy - - - -7 032 -7 032 Exchange gains (-) and losses -10 130 25 32 177 As at 31 December 2019 12 155 8 458 32 488 2 127 55 227 Of which current 11 104 4 246 14 574 298 30 222 non-current - between 1 and 5 years 1 051 3 813 1 973 1 518 8 355 non-current - more than 5 years - 399 15 941 311 16 651 6.17 Provisions in thousands of € Restructuring Claims Environment Other Total As at 1 January 2020 12 155 8 458 32 488 2 127 55 227 Additional provisions 755 2 391 2 090 935 6 170 Unutilized amounts released -1 542 -2 596 -5 789 -153 -10 080 Increase in present value - - - 43 43 Charged to the income statement -787 -205 -3 699 825 -3 867 Amounts utilized during the year -4 148 -1 077 -8 766 -169 -14 160 Transfers -390 -369 24 734 - Exchange gains (-) and losses -305 -208 -31 -69 -613 As at 31 December 2020 6 525 6 600 20 015 3 448 36 588 Of which current 6 467 3 389 737 828 11 421 non-current - between 1 and 5 years 58 3 211 3 988 2 364 9 621 non-current - more than 5 years - - 15 290 256 15 546 The decrease of the restructuring programs mainly related to the utilization of the provision for the rubber reinforcement plant in Figline (Italy) and the steel wire solutions plant in Shelbyville (North America) and a release of the restructuring provision in Malaysia. Provisions for claims mainly related to product warranty programs and various product quality claims in several entities. The environmental provisions mainly related to sites in EMEA. The expected soil sanitation costs are reviewed at each balance sheet date, based on external expert assessments. Timing of settlement is uncertain as it is often triggered by decisions on the destination of the premises. The decrease in the environmental provisions mainly related to the disposal of the Hemiksem site (Belgium) due to which part of the provisions was utilized and released, partially oset by the setup of a new environmental provision in Bekaert Sardegna. The increase of other provisions mainly related to reclassiﬁcations and some additional provisions for law suits. Annual Report Bekaert 2020 153 6.18. Interest-bearing debt An analysis of the carrying amount of the Group’s interest-bearing debt by contractual maturity is presented below: 6.18 Interest-bearing debt 2019 in thousands of € Due within 1 year Due between 1 and 5 years Due after 5 years Total Interest-bearing debt Lease liability 19 728 42 689 25 835 88 253 Credit institutions 358 843 182 019 50 000 590 862 Schuldschein loans - 188 349 131 019 319 368 Bonds 45 614 - 200 000 245 614 Convertible bonds - 364 399 - 364 399 Total financial debt 424 184 777 456 406 854 1 608 495 6.18 Interest-bearing debt 2020 in thousands of € Due within 1 year Due between 1 and 5 years Due after 5 years Total Interest-bearing debt Lease liability 19 746 39 603 21 157 80 505 Cash guarantees received - 51 120 171 Credit institutions 246 817 187 511 - 434 328 Schuldschein loans - 298 702 20 933 319 635 Bonds - - 400 000 400 000 Convertible bonds 375 092 - - 375 092 Total financial debt 641 655 525 867 442 210 1 609 732 An analysis of the undiscounted outﬂows relating to the Group’s ﬁnancial liabilities by contractual maturity is presented in note 7.2. ‘Financial risk management and ﬁnancial derivatives’. The ﬁnancial debt due within one year increased with € 217.5 million due to the fact that the convertible bond will mature in June 2021 (€ 375.1 million), oset by a decrease in credit institutions (€ -112.0 million) and a matured retail bond (€ -45.6 million). As a general principle, loans are entered into by Group companies in their local currency to avoid currency risk. If funding is in another currency without an osetting position on the balance sheet, the companies hedge the currency risk through derivatives (cross-currency interest-rate swaps or forward exchange contracts). Bonds, commercial paper and debt towards credit institutions are unsecured, except for the factoring programs. For further information on ﬁnancial risk management, we refer to note 7.2. ‘Financial risk management and ﬁnancial derivatives’. Net debt calculation Similar to all ﬁnancial derivative assets and liabilities, the conversion option (€ 0.03 million vs € 0.1 million in 2019) embedded in the convertible bond is not included in the net debt (see note 6.19. ‘Other non-current liabilities’). The table below summarizes the calculation of the net debt. 6.18 Interest-bearing debt in thousands of € 2019 2020 1 184 310 968 076 Current interest-bearing debt 424 184 641 655 Total financial debt 1 608 495 1 609 732 -6 518 -7 451 Current loans -8 779 -7 707 Short-term deposits -50 039 -50 077 Cash and cash equivalents -566 176 -940 416 Net debt 976 984 604 081 Non-current interest-bearing debt Non-current financial receivables and cash guarantees Annual Report Bekaert 2020 154 Changes in liabilities arising from ﬁnancing activities In accordance with the disclosure requirements of IAS 7 ‘Statement of Cash Flows’, this section presents an overview of the changes in liabilities arising from ﬁnancing activities. The qualiﬁcation as long-term vs short-term debt is based on the initial maturity of the debt. In the consolidated cash ﬂow statement, the cash ﬂows from long-term interest-bearing debt are analyzed between proceeds and repayments. Acquisitions and disposals in 2020 related to the acquisition of Grating Peru SAC. In 2020, other changes in ﬁnancial debt mainly related to the non-cash movements on the lease liability (€ 22.0 million) (see also note 6.4. ‘Right-of-use (RoU) property, plant and equipment’), and interest accruals from amortizations on liabilities using the eective interest method (€ 11.0 million). Derivatives held to hedge ﬁnancial debt included swaps and options that provide (economic) hedges for interest-rate risk, see note 7.2. ‘Financial risk management and ﬁnancial derivatives’. Acquisitions and disposals in 2019 related to the extinguishement of the put option as part of the transaction in which the Group purchased the non-controlling interest from Maccaferri. Other changes in 2019 mainly related to the non-cash movements on the lease liability in adopting and applying IFRS 16 ‘Leases’ (€ 108.0 million) (see also note 6.4. ‘Right-of-use (RoU) property, plant and equipment’), and interest accruals from amortizations on liabilities using the eective interest method (€ 14.2 million). 6.18 IB debt-2 Acquisitions & disposals Cumulative translation adjust- ments Fair value changes Other changes As at 31 December Financial debt Long-term interest- bearing debt 1 1 372 759 -89 560 - -1 594 - 122 199 1 403 804 Finance leases 2 664 - - - - -2 664 - Lease liability - -27 866 - 1 784 - 114 335 88 253 Credit institutions 775 461 -385 912 - -3 378 - - 386 171 Schuldschein loans - 319 218 - - - 150 319 368 Bonds 240 614 5 000 - - - - 245 614 Convertible bonds 354 021 - - - - 10 378 364 398 Short-term interest bearing debt 255 946 -76 715 - 25 460 - - 204 691 Total financial debt 1 628 705 -166 275 - 23 866 - 122 199 1 608 495 Derivatives held to hedge financial debt Interest-rate swaps - - - - 496 - 496 Cross-currency interest-rate swaps 522 - - - -4 227 - -3 705 Other liabilities from financing activities Put options of NCI 11 033 - -11 033 - - - - Conversion derivative 220 - - - -105 - 115 Total liabilities from financing activities 1 640 480 -166 275 -11 033 23 866 -3 837 122 199 1 605 400 1 Including the current portion of non-current interest-bearing debt of € 686.1 million as at 1 January and € 219.5 million as at 31 December. Non-cash changes 2019 in thousands of € As at 1 January Cash flows Annual Report Bekaert 2020 155 6.18 IB debt-2 Acquisitions & disposals Cumulative translation adjust- ments Fair value changes Other changes As at 31 December Financial debt Long-term interest- bearing debt 1 1 403 804 -46 364 - -9 486 - 32 912 1 380 866 Cash guarantees received - 175 - -3 - - 171 Lease liability 88 253 -25 785 - -3 914 - 21 952 80 505 Credit institutions 386 171 -175 139 - -5 569 - - 205 463 Schuldschein loans 319 368 - - - - 267 319 635 Bonds 245 614 154 386 - - - - 400 000 Convertible bonds 364 398 - - - - 10 694 375 092 Short-term interest bearing debt 204 691 41 358 1 237 -18 420 - - 228 865 Total financial debt 1 608 495 -5 006 1 237 -27 906 - 32 912 1 609 732 Derivatives held to hedge financial debt Interest-rate swaps 496 - - - 585 - 1 081 Cross-currency interest-rate swaps -3 705 - - - -1 325 - -5 030 Other liabilities from financing activities Conversion derivative 115 - - - -81 - 34 Total liabilities from financing activities 1 605 400 -5 006 1 237 -27 906 -820 32 912 1 605 817 1 Including the current portion of non-current interest-bearing debt of € 219.5 million as at 1 January and € 412.8 million as at 31 December. 2020 in thousands of € As at 1 January Cash flows Non-cash changes Annual Report Bekaert 2020 156 6.19. Other non-current liabilities 6.19 Other NC liabilities Carrying amount in thousands of € 2019 2020 Other non-current amounts payable 150 150 Derivatives (cf. note 7.2.) 115 1 081 Total 265 1 231 The derivatives related to an interest-rate swap to hedge the variable interest in some of the Schuldschein loans (€ 1.1 million) (see notes 6.18. ‘Interest-bearing debt’ and 7.2. ‘Financial risk management and ﬁnancial derivatives’). 6.20. Other current liabilities 6.20 Other current liabil Carrying amount in thousands of € 2019 2020 Other amounts payable 7 375 9 939 Derivatives (cf. note 7.2.) 2 116 1 885 Advances received 18 791 15 682 Other taxes 30 307 27 073 Accruals and deferred income 9 399 9 872 Total 67 988 64 451 The derivatives included forward-exchange contracts (€ 1.6 million (2019: € 1.4 million)) and CCIRSs (€ 0.2 million (2019: € 0.7 million)). Other taxes predominantly related to VAT payable, employment-related taxes withheld and other non-income taxes payable. 6.21. Tax positions The table below provides an overview of the tax receivables, tax payables and uncertain tax positions recognized at balance sheet closing date. The tax receivables and payables include both current income taxes, VAT and other taxes. in thousands of € 2019 2020 Tax receivables 1 93 150 83 487 Certain tax liabilities 2 47 990 48 976 Uncertain tax positions 3 64 728 31 639 3 In 2020 a number of pending tax audits in different countries were finalized, leading to an additional tax expense on the one hand but also to the release of some provisions for uncertain tax positions on the other hand. 1 The balance of 2019 is adjusted by including the other non-income taxes receivable (€ 2.5 million). 2 The balance of 2019 is adjusted by including the other non-income taxes payable (€ 10.4 million) and employment-related taxes withheld (€ 8.5 million). Annual Report Bekaert 2020 157 7. Miscellaneous items 7.1. Notes to the cash ﬂow statement 7.1 Notes to the CFS Summary in thousands of € 2019 2020 Operating result (EBIT) 155 017 256 527 Non-cash items added back to operating result (EBIT) 248 271 216 067 EBITDA 403 288 472 594 Other gross cash flows from operating activities -61 567 -91 535 Gross cash flows from operating activities 341 721 381 059 Changes in operating working capital 1 168 549 124 419 Other operating cash flows 14 056 -556 Cash from operating activities 524 326 504 921 Cash from investing activities -91 089 -31 209 Cash from financing activities -268 793 -82 741 Net increase or decrease in cash and cash equivalents 164 444 390 972 1 The value differs from the organic decrease reported in note 6.8. 'Operating working capital' due to a reclassification of € -16.1 million for capex related to trade payables balances at year-end (2019: € -20.6 million). The cash ﬂow from operating activities is presented using the indirect method, whereas the direct method is used for the cash ﬂows from other activities. The direct method focuses on classifying gross cash receipts and gross cash payments by category. Cash from operating activities 7.1 Notes to the CFS Details of selected operating items in thousands of € 2019 2020 Non-cash items included in operating result (EBIT) Depreciation and amortization 1 229 069 202 103 Impairment losses on assets 19 202 13 964 Non-cash items added back to operating result (EBIT) 248 271 216 067 Employee benefits: set-up / reversal (-) of amounts not used 41 385 49 703 Provisions: set-up / reversal (-) of amounts not used 11 152 -3 909 Equity-settled share-based payments 4 390 8 556 Other non-cash items included in operating result (EBIT) 56 928 54 350 Total 305 198 270 417 Investing items included in operating result (EBIT) Gains (-) and losses on business disposals (portion sold) - 705 Gains (-) and losses on disposals of intangible assets + PP&E 3 428 -39 331 Total 3 428 -38 626 Amounts used on provisions and employee benefit obligations Employee benefits: amounts used -45 801 -36 596 Provisions: amounts used -15 498 -14 160 Total -61 299 -50 756 Income taxes paid Current income tax expense -56 451 -36 744 Increase or decrease (-) in net income taxes payable -4 173 -19 760 Total -60 624 -56 504 Other operating cash flows Movements in other receivables and payables 10 610 -1 225 Other 3 446 669 Total 14 056 -556 1 Including € -7.3 million (2019: € -7.1 million) write-downs / (reversals of write-downs) on inventories and trade receivables (see note 6.8. ‘Operating working capital’). Annual Report Bekaert 2020 158 Gross cash ﬂows from operating activities increased by € +39.3 million as a result of higher EBITDA (€ +69.3 million), lower usage of provisions and employee beneﬁt obligations (€ 10.5 million) and the adjustment for the accounting proﬁt on investing items was € 42.1 million higher, reﬂecting the result on disposal real estate in Scheldestroom NV. The cash inﬂow from the decrease in working capital amounted to € +124.4 million in 2020 (2019: € +168.5 million) (see organic decrease in note 6.8. ‘Operating working capital’). This was a combined eect of lower stock level resulting mainly from strict stock level control, lower trade receivables and higher trade payables resulting from the continuous eorts on payment term adjustment to mirror customer payment terms. Other operating cash ﬂows mainly related to swings in other receivables and payables not included in working capital and not arising from investing or ﬁnancing activities. In 2020, € 56.5 million income taxes were paid. Most taxes were paid mainly in China (€ 19.4 million), Belgium (€ 12.9 million), Turkey (€ 6.5 million) and Indonesia (€ 4.9 million). Cash from investing activities New business combinations relate to the investments in new joint ventures in 2020. Cash-outs from capital expenditure for property, plant and equipment increased from € 94.5 million in 2019 to € 104.5 million in 2020. In 2019 the earn-out for the disposal of the drying activities is presented in ‘Proceeds from disposals of investments’. Proceeds from sales of ﬁxed assets in 2020 related to the sale of (1) Bekaert sites in Belgium, (2) land and buildings due to restructuring in Belgium and (3) the Belton, Texas factory due to the restructuring in the United States. In 2019 there was only a minor amount for the sale of assets. The following table presents more details on selected investing cash ﬂows: 7.1 Notes to the CFS Details of selected investing items in thousands of € 2019 2020 Other portfolio investments New business combinations - -978 Total - -978 Proceeds from disposals of fixed assets Proceeds from disposals of property, plant and equipment 1 349 48 199 Proceeds from disposals of RoU Land - 3 861 Total 1 349 52 060 Cash from ﬁnancing activities New long-term debt issued (€ 201.3 million) mainly related to a new retail bond (2019: € 585.7 million, related to the retail bond issued in October 2019 (€ 200.0 million), the cash-in from the Schuldschein loans (€ 320.5 million) and ﬁnancing transactions in China, Chile and Peru (€ 66,5 million)). Repayments of long-term debt (€ -247.7 million) mainly related to the repayment of a bond (€ -45.6 million) and reﬁnancing of local loans in Belgium (€ -75.0 million), China (€ -91.3 million), in Chile (€ -9.1 million) and in the United Kingdom (€ -2.6 million). Cash-ins from short-term debt amounted to € 41.4 million in 2020 (2019: cash-outs € -76.7 million). For an overview of the movements in liabilities arising from ﬁnancing activities, see note 6.18. ‘Interest-bearing debt’. In 2020 the treasury shares transactions amounted to € 1.1 million (2019: almost none) and consisted of proceeds from options being exercised. In 2020 ‘Sales and purchases of non-controlling interests’ concerned the acquisition of the (20%) shares previously held by Continental Global Holding Netherlands BV in Bekaert Slatina SRL in Romania (€ -9.0 million). In 2019, it consisted of Maccaferri’s 50% share in Bekaert Maccaferri Underground Solutions BVBA (€ -9.5 million). As for other ﬁnancing cash ﬂows, cash-ins resulted from new shares issued following exercise of subscription rights (€ 0.2 million vs nil in 2019), capital paid in by non- controlling interestholders (nil vs € 0.7 million in 2019), and net receipts from loans and receivables (€ -0.2 million vs € 11.9 million in 2019). Other ﬁnancial income and expenses mainly related amongst others to taxes and bank charges on ﬁnancial transactions (€ -3.4 million vs € -3.8 million in 2019). Annual Report Bekaert 2020 159 The following table presents more details about selected ﬁnancing items: 7.1 Notes to the CFS Details of selected financing items in thousands of € 2019 2020 Other financing cash flows New shares issued following exercise of subscription rights - 153 Capital paid in by non-controlling interestholders 652 - Increase (-) or decrease in current and non-current receivables 11 902 -211 Increase (-) or decrease in current financial assets -3 -46 Other financial income and expenses -5 012 -4 215 Total 7 540 -4 319 Annual Report Bekaert 2020 160 7.2. Financial risk management and ﬁnancial derivatives Principles of ﬁnancial risk management The Group is exposed to risks from movements in exchange rates, interest rates and market prices that aect its assets and liabilities. Financial risk management within the Group aims at reducing the impact of these market risks through ongoing operational and ﬁnancing activities. Selected derivative hedging instruments are used depending on the assessment of risk involved. The Group mainly hedges the risks that aect the Group’s cash ﬂows. Derivatives are used exclusively as hedging instruments and not for trading or other speculative purposes. To reduce the credit risk, hedging transactions are generally only concluded with ﬁnancial institutions whose credit rating is at least A. The guidelines and principles of the Bekaert ﬁnancial risk policy are deﬁned by the Audit, Risk and Finance Committee and overseen by the Board of the Group. Group Treasury is responsible for implementing the ﬁnancial risk policy. This encompasses deﬁning appropriate policies and setting up eective control and reporting procedures. The Audit, Risk and Finance Committee is regularly kept informed as to the currency and interest-rate exposure. Currency risk The Group’s currency risk can be split into two categories: translational and transactional currency risk. Translational currency risk A translational currency risk arises when the ﬁnancial data of foreign subsidiaries are converted into the Group’s presentation currency, the euro. The main currencies are Chinese renminbi, US dollar, Czech koruna, Brazilian real, Chilean peso, Russian ruble, Indian rupee and pound sterling. Since there is no impact on the cash ﬂows, the Group usually does not hedge against such risk. Transactional currency risk The Group is exposed to transactional currency risks resulting from its investing, ﬁnancing and operating activities. Foreign currency risk in the area of investment results from the acquisition and disposal of investments in foreign companies, and sometimes also from dividends receivable from foreign investments. If material, these risks are hedged by means of forward exchange contracts. Foreign currency risk in the ﬁnancing area results from ﬁnancial liabilities in foreign currencies. In line with its policy, Group Treasury hedges these risks using cross-currency interest-rate swaps and forward exchange contracts to convert ﬁnancial obligations denominated in foreign currencies into the entity’s functional currency. At the reporting date, the foreign currency liabilities for which currency risks were hedged mainly consisted of intercompany loans in euro and US dollar. Foreign currency risk in the area of operating activities arises from commercial activities with sales and purchases in foreign currencies, as well as payments and receipts of royalties. The Group uses forward-exchange contracts to limit the currency risk on the forecasted cash inﬂows and outﬂows for the coming three months. Signiﬁcant exposures and ﬁrm commitments beyond that time frame may also be covered. Currency sensitivity analysis Currency sensitivity relating to the operating, investing and ﬁnancing activities The following table summarizes the Group’s net foreign currency positions of operating, investing and ﬁnancing receivables and payables at the reporting date for the most important currency pairs. The net currency positions are presented before intercompany eliminations. Positive amounts indicate that the Group has a net future cash inﬂow in the ﬁrst currency. In the table, the ‘Total exposure’ column represents the position on the balance sheet, while the ‘Total derivatives’ column includes all ﬁnancial derivatives hedging those balance sheet positions as well as forecasted transactions. Annual Report Bekaert 2020 161 7.2 Currency sensitivity Currency pair - 2019 in thousands of € Total exposure Total derivatives Open position AUD/USD 1 614 -6 044 -4 431 BRL/EUR 25 900 - 25 900 CLP/EUR -20 164 - -20 164 CZK/EUR 870 -820 50 EUR/CNY -81 668 39 553 -42 116 EUR/GBP -8 033 6 101 -1 932 EUR/INR -33 154 - -33 154 EUR/MYR -15 551 15 000 -551 EUR/RON -42 080 7 473 -34 607 EUR/USD -2 043 6 212 4 169 IDR/USD 8 199 - 8 199 JPY/CNY 4 792 -2 657 2 135 JPY/USD 4 158 -2 478 1 680 NOK/GBP 9 547 - 9 547 NZD/USD -9 347 -859 -10 206 RUB/EUR 32 263 -32 256 8 TRY/EUR 25 074 - 25 074 USD/BRL -20 256 - -20 256 USD/CLP 8 004 - 8 004 USD/CNY -59 157 68 126 8 968 USD/COP -10 586 18 359 7 773 USD/EUR 230 415 -254 001 -23 587 USD/GBP 100 058 - 100 058 USD/INR -42 405 18 539 -23 866 7.2 Currency sensitivity Currency pair - 2020 in thousands of € Total exposure Total derivatives Open position BRL/EUR 2 104 - 2 104 CZK/EUR 11 317 3 908 15 225 EUR/CNY -27 568 -2 500 -30 068 EUR/GBP -4 047 2 464 -1 583 EUR/INR -33 691 18 530 -15 161 EUR/MYR -23 277 - -23 277 EUR/RON -31 373 - -31 373 EUR/RUB -28 520 21 866 -6 654 EUR/USD -2 648 4 014 1 365 IDR/USD 2 497 - 2 497 JPY/CNY 5 143 -2 554 2 589 JPY/USD 3 504 -2 042 1 462 NOK/GBP 11 878 - 11 878 NZD/USD -9 585 -765 -10 350 RUB/EUR 21 869 - 21 869 TRY/EUR 14 378 - 14 378 USD/BRL -17 094 - -17 094 USD/CLP 1 586 - 1 586 USD/CNY 17 752 8 300 26 052 USD/COP 2 515 11 744 14 259 USD/EUR 140 981 -82 843 58 138 USD/GBP -2 438 - -2 438 USD/INR -48 221 - -48 221 Annual Report Bekaert 2020 162 The reasonably possible changes used in this calculation were based on annualized volatility relating to the daily movement of the exchange rate of the reported year, with a 95% conﬁdence interval. If rates had weakened/strengthened by such changes with all other variables constant, the result for the period before taxes would have been € 1.6 million lower/higher (2019: € 7.3 million). Currency sensitivity in relation to hedge accounting At 31 December 2020 the Group does not apply hedge accounting (also none at 31 December 2019). Interest-rate risk The Group is exposed to interest-rate risk, mainly on debt denominated in US dollar, Chinese renminbi and euro. To minimize the eects of interest-rate ﬂuctuations in these regions, the Group manages the interest-rate risk for net debt denominated in the respective currencies of these countries separately. General guidelines are applied to cover interest-rate risk: » The target average life of long-term debt is four years. » The allocation of long-term debt between ﬂoating and ﬁxed interest rates must remain within the deﬁned limits approved by the Audit, Risk and Finance Committee. Group Treasury uses interest-rate swaps and cross-currency interest-rate swaps to ensure that the ﬂoating and ﬁxed portions of the long-term debt remain within the deﬁned limits. The following table summarizes the weighted average interest rates, excluding the eects of any swaps, at the balance sheet date. The convertible bond (EUR) is carried at amortized cost using the eective interest method so as to spread the separate recog- nition of the conversion option and any transaction fees over time via interest charges. This results in eective interest charges exceeding the nominal interest charges. 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives Fixed rate Floating rate Total Short-term Total US dollar 4.65% 4.12% 4.28% 2.77% 3.06% Chinese renminbi - 4.63% 4.63% 4.13% 4.44% Euro 1.26% 1.40% 1.32% 1.25% 1.32% Other 6.74% - 6.74% 5.22% 5.72% Total 1.65% 2.06% 1.75% 3.57% 2.16% 2019 Long-term 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives Fixed rate Floating rate Total Short-term Total US dollar 4.69% 3.50% 4.10% 1.72% 2.06% Chinese renminbi - 3.71% 3.71% 3.80% 3.79% Euro 1.39% 1.48% 1.43% 0.55% 1.43% Other 6.31% - 6.31% 3.92% 4.83% Total 1.72% 1.67% 1.71% 2.82% 1.92% 2020 Long-term Annual Report Bekaert 2020 163 Interest-rate sensitivity analysis Interest-rate sensitivity of the ﬁnancial debt As disclosed in note 6.18. ‘Interest-bearing debt’, the total ﬁnancial debt of the Group as of 31 December 2020 amounted to € 1 609.7 million (2019: € 1 608.5 million). The following table shows the currency and interest rate proﬁle, i.e. the percentage distribution of the total ﬁnancial debt by currency and by type of interest rate (ﬁxed, ﬂoating), including the eect of any swaps. 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives Short-term 2019 Fixed rate Floating rate Floating rate Total US dollar 1.00% 2.20% 14.10% 17.30% Chinese renminbi - 1.90% 1.20% 3.10% Euro 54.70% 14.70% 0.20% 69.60% Other 3.30% - 6.70% 10.00% Total 59.00% 18.80% 22.20% 100.00% Long-term 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives Short-term 2020 Fixed rate Floating rate Floating rate Total US dollar 0.80% 0.80% 9.10% 10.70% Chinese renminbi - 0.50% 4.40% 4.90% Euro 62.10% 13.00% 0.30% 75.40% Other 3.40% - 5.60% 9.00% Total 66.30% 14.30% 19.40% 100.00% Long-term On the basis of the annualized daily volatility of the 3-month Interbank Oered Rate in 2020 and 2019, the reasonable estimates of possible interest rate changes, with a 95% conﬁdence interval, are set out for the main currencies in the table below. 7.2 Currency sensitivity 2019 Interest rate at 31 December Chinese renminbi 1 2.64% 0.44% Euro 0.00% 0.00% US dollar 1.91% 0.28% Reasonably possible changes (+/-) 7.2 Currency sensitivity 2020 Interest rate at 31 December Chinese renminbi 1 2.53% 0.42% Euro 0.00% 0.00% US dollar 0.24% 0.24% Reasonably possible changes (+/-) 1 For the Chinese renminbi, the interest rate is the PBOC benchmark interest rate for lending up to six months. Applying the estimated possible changes in the interest rates to the ﬂoating rated debt, with all other variables constant, the result for the period before tax would have been € 3.9 million higher/lower (2019: € 1.7 million higher/lower). Since the EURIBOR was negative and Bekaert has a 0% ﬂoor in place, reasonably possible changes in the EURIBOR will not generate any eect except for the fair value remeasurement of the interest rate swap at reporting date. Interest-rate sensitivity in relation to hedge accounting At 31 December 2020, the Group does not apply hedge accounting (2019: none) and no sensitivity analysis was required. Annual Report Bekaert 2020 164 Credit risk The Group is exposed to credit risk from its operating activities and certain ﬁnancing activities. In respect of its operating activ- ities, the Group has a credit policy in place, which takes into account the risk proﬁles of the customers in terms of the market segment to which they belong. Based on activity platform, product sector and geographical area, a credit risk analysis is made of customers and a decision is taken regarding the covering of the credit risk. The exposure to credit risk is monitored on an ongoing basis and credit evaluations are made of all customers. In terms of the characteristics of some steel wire activities with a limited number of global customers, the concentration risk is closely monitored and, in combination with the existing credit policy, appropriate action is taken when needed. In accordance with IFRS 8 §34, none of the speciﬁed disclosures on individual customers (or groups of customers under common control) are required, since none of the Group’s customers accounts for more than 10% of its revenues. At 31 December 2020, 57.3% (2019: 64.7%) of the credit risk exposure was covered by credit insurance policies and by trade ﬁnance techniques. In respect of ﬁnancing activities, transactions are normally concluded with counterpar- ties that have at least an A credit rating. There are also limits allocated to each counterparty which depend on their rating. Due to this approach, the Group considers the risk of counterparty default to be limited in both operating and ﬁnancing activities. In accordance with the IFRS 9 ‘expected credit loss’ model for ﬁnancial assets, a general bad debt allowance is made for trade receivables to cover the unknown bad debt risk at each reporting date. This general allowance constitutes of a percentage on outstanding trade receivables at each reporting date. The percentages are taking into account historical information on losses on trade receivables and are reviewed year-on-year. In the view of the Covid-19 pandemic, the outstanding trade receivables were monitored bi-weekly, taking a close look at the evolution of the Days Sales Outstanding (DSO). As the DSO decreased per 31 December 2020 compared to last year and there were no indicators for an increased bad debt risk, no extra general allowance has been put in place in 2020. Liquidity risk Liquidity risk is the risk that the Group will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding. To ensure liquidity and ﬁnancial ﬂexibility at all times, the Group, in addition to its available cash, has several uncommitted short-term credit lines at its disposal in the major currencies and in amounts considered adequate for current and near-future ﬁnancing needs. These facilities are generally of the mixed type and may be utilized, for example, for advances, overdrafts, acceptances and discounting. The Group also has committed credit facilities at its disposal up to a maximum equivalent of € 200 million (2019: € 200 million) at ﬂoating interest rates with ﬁxed margins. At year-end, nothing was outstanding under these facilities (2019: nil). In addition, the Group has a commercial paper and medium-term note program available for a maximum of € 123.9 million (2019: € 123.9 million). At the end of 2020, no commercial paper notes were outstanding (2019: nil). At year-end, no external bank debt was subject to debt covenants (2019: nil). The Group has discounted outstanding receivables per 31 December 2020 for a total amount of € 145.3 million (2019: € 121.3 million) under its existing factoring agree- ments. In 2020, the Group has entered into new factoring agreements in Indonesia and China under which at the end of 2020, € 7.0 million was withdrawn. Under these agreements, substantially all risks and rewards of ownership of the receivables are transferred to the factor. As a consequence, at the end of 2020, the factored receivables are derecognized. The following table shows the Group’s contractually agreed (undiscounted) outﬂows in relation to ﬁnancial liabilities (including ﬁnancial liabilities reclassiﬁed as liabilities associated with assets held for sale). Only net interest payments and principal repay- ments are included. 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives 2019 in thousands of € 2020 2021 2022-2024 2025 and thereafter Financial liabilities - principal Trade payables -652 384 - - - Other payables -7 375 -150 - - Interest-bearing debt -427 578 -452 771 -349 021 -416 826 Derivatives - gross settled -196 609 - -4 930 - Financial liabilities - interests Trade and other payables - - - - Interest-bearing debt -24 786 -13 917 -35 708 -13 895 Derivatives - net settled -596 -809 -982 -21 Derivatives - gross settled -5 150 -539 -581 - Total undiscounted cash flow -1 314 478 -468 186 -391 222 -430 742 Annual Report Bekaert 2020 165 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives 2020 in thousands of € 2021 2022 2023-2025 2026 and thereafter Financial liabilities - principal Trade payables -668 422 - - - Other payables -9 939 -150 - - Interest-bearing debt -649 314 -42 990 -490 011 -450 037 Derivatives - gross settled -103 678 -18 530 - - Financial liabilities - interests Trade and other payables - - - - Interest-bearing debt -24 001 -18 041 -45 128 -17 087 Derivatives - net settled -348 -348 -609 - Derivatives - gross settled -2 825 -2 059 - - Total undiscounted cash flow -1 458 527 -82 118 -535 748 -467 124 All instruments held at the reporting date and for which payments had been contractually agreed are included. Forecasted data relating to future, new liabilities have not been included. Amounts in foreign currencies have been translated at the closing rate at the reporting date. The variable interest payments arising from the ﬁnancial instruments were calculated using the applicable forward interest rates. Hedging All ﬁnancial derivatives the Group enters into, relate to an underlying transaction or forecasted exposure. In function of the expected impact on the income statement and if the stringent IFRS 9 criteria are met, the Group decides on a case-by-case basis whether hedge accounting will be applied. The following sections describe the transactions whereby hedge accounting is applied and transactions which do not qualify for hedge accounting but constitute an economic hedge. Hedge accounting The Group did not apply hedge accounting in 2020 (2019: none) so there were no fair value hedges nor cash ﬂow hedges in 2020 (2019: none). Economic hedging and other derivatives The Group also uses ﬁnancial instruments that represent an economic hedge but for which no hedge accounting is applied, either because the criteria to qualify for hedge accounting deﬁned in IFRS 9 ‘Financial Instruments’ are not met or because the Group has elected not to apply hedge accounting. These derivatives are treated as free-standing instruments held for trading. » The Group uses cross-currency interest-rate swaps and forward-exchange contracts to hedge the currency risk on inter- company loans involving two entities with dierent functional currencies. Until now, the Group has elected not to apply hedge accounting as deﬁned in IFRS 9. Since nearly all cross-currency interest-rate swaps are ﬂoating-to-ﬂoating, the fair value gain or loss on the ﬁnancial instruments is expected to oset the foreign-exchange result arising from the remeasurement of the intercompany loans. The major currencies involved are US dollars, euros and Russian rubles. » To manage its interest-rate exposure, the Group uses interest-rate swaps to convert its ﬂoating-rate debt to a ﬁxed rate debt. The Group entered into interest-rate swaps for € 196.5 million to hedge the Schuldschein loans with ﬂoating interest rates (2019: € 196.5 million). » The Group uses forward exchange contracts to limit currency risks on its various operating and ﬁnancing activities. For all forward exchange contracts, the fair value change is recorded immediately under other ﬁnancial income and expenses. » In June 2016, a € 380 million convertible bond maturing in 2021 was issued with a zero coupon interest. The characteristics of the convertible bond are such that the conversion option constitutes a non-closely related embedded derivative which, in accordance with IFRS 9, is separated from the host contract. The fair value of the conversion derivative on the bond amounted to € 0.03 million at 31 December 2020 (2019: € 0.1 million), as a result of which a gain of € 0.1 million was recognized in other ﬁnancial income (2019: a gain of € 0.1 million). The host contract (the plain vanilla debt without the conversion option) is recognized at amortized cost using the eective interest method; its eective interest expense amounts to € 10.7 million (2019: € 10.4 million). » In June 2019, the Group entered into a renewable energy Virtual Power Purchase Agreement (VPPA) for a wind generation facility located in North America. The characteristics of the contract are such that the VPPA constitutes a derivative in accordance with IFRS 9. The fair value of the derivative amounted to € 3.2 million at 31 December 2020 (2019: € 2.5 million), as a result of which a gain of € 1.0 million was recognized in other ﬁnancial income. Annual Report Bekaert 2020 166 Derivatives The following table analyzes the notional amounts of the derivatives according to their maturity date. In the case that derivatives are designated for hedge accounting as set out in IFRS 9, a distinction will be made depending on whether these are part of a fair value hedge (FVH) or cash ﬂow hedge (CFH). At 31 December 2020, Bekaert does not apply hedge accounting: 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives 2019 in thousands of € Due within one year Due between one and 5 years Due after more than 5 years Held for trading Forward exchange contracts 192 025 - - Interest-rate swaps - 196 500 - Cross-currency interest-rate swaps 312 895 4 930 - Conversion derivative - 380 000 - Total 504 920 581 430 - 7.2 Risk mgmt and derivatives 7.2 Risk mgmt and derivatives 2020 in thousands of € Due within one year Due between one and 5 years Due after more than 5 years Held for trading Forward exchange contracts 71 063 - - Interest-rate swaps - 196 500 - Cross-currency interest-rate swaps 108 665 18 530 - Conversion derivative 380 000 - - Total 559 728 215 030 - Annual Report Bekaert 2020 167 The following table summarizes the fair values of the various derivatives carried. In the case that derivatives are designated for hedge accounting as set out in IFRS 9, a distinction will be made depending on whether these are part of a fair value hedge (FVH) or cash ﬂow hedge (CFH). At 31 December 2020, Bekaert does not apply hedge accounting: 7.2 Derivatives part 2 Fair value of current and non-current derivatives in thousands of € 2019 2020 2019 2020 Financial instruments Held for trading Forward exchange contracts 1 602 570 1 424 1 618 Interest-rate swaps - - 496 1 081 Cross-currency interest-rate swaps 3 902 5 264 197 234 Conversion derivative - - 115 34 Other derivative financial assets 2 492 3 178 - - Total 7 997 9 012 2 231 2 967 Non-current 3 374 3 762 610 1 081 Current 4 623 5 250 1 621 1 885 Total 7 997 9 012 2 231 2 967 Assets Liabilities In 2020, the other derivative ﬁnancial assets related to the VPPA derivative for € 3.2 million (2019: € 2.5 million). The Group has no ﬁnancial assets and ﬁnancial liabilities that are presented net in the balance sheet due to set-o in accordance with IAS 32. The Group enters into ISDA (International Swaps and Derivatives Association) master agreements with its counter- parties for some of its derivatives, allowing the counterparties to net derivative assets with derivative liabilities when settling in case of default. Under these agreements, no collateral is being exchanged, neither in cash nor in securities. The potential eect of the netting of derivative contracts is shown below: 7.2 Derivatives part 2 Effect of enforceable netting agreements in thousands of € 2019 2020 2019 2020 Total derivatives recognized in balance sheet 7 997 9 012 2 231 2 967 Enforceable netting -197 -234 -197 -234 Net amounts 7 800 8 778 2 034 2 733 Assets Liabilities Additional disclosures on ﬁnancial instruments by class and category The following tables list the dierent classes of ﬁnancial assets and liabilities with their carrying amounts and their respective fair values, analyzed by their measurement category in accordance with IFRS 9 ‘Financial Instruments’. Cash and cash equivalents, short-term deposits, trade and other receivables, bills of exchange received, loans and receivables primarily have short terms to maturity; hence, their carrying amounts at the reporting date approximate the fair values. Trade and other payables also generally have short terms to maturity and, hence, their carrying amounts also approximate their fair values. The Group has no exposure to collateralized debt obligations (CDOs). The following abbreviations are used for the IFRS 9 categories: Abbreviation Category in accordance with IFRS 9 AC Financial assets or ﬁnancial liabilities at amortized cost FVTOCI/Eq Equity instruments designated as at fair value through OCI FVTPL/Mnd Financial assets mandatorily measured at fair value through proﬁt or loss HfT Financial liabilities Held for Trading FVTPL Financial liabilities measured as at fair value through proﬁt or loss Annual Report Bekaert 2020 168 7.2 Additional discl Carrying amount vs fair value in thousands of € Category in accordance with IFRS 9 Carrying amount Fair value Carrying amount Fair value Assets Non-current financial assets - Financial & other receivables and cash guarantees AC 9 026 9 026 10 365 10 365 - Equity investments FVTOCI/Eq 13 152 13 152 13 372 13 372 - Derivatives - Held for trading FVTPL/Mnd 3 374 3 374 3 762 3 762 Current financial assets - Financial receivables and cash guarantees AC 8 779 8 779 7 707 7 707 - Cash and cash equivalents AC 566 176 566 176 940 416 940 416 - Short term deposits AC 50 039 50 039 50 077 50 077 - Trade receivables AC 644 908 644 908 587 619 587 619 - Bills of exchange received AC 59 904 59 904 54 039 54 039 - Other current assets - Other receivables AC 17 831 17 831 17 830 17 830 - Derivatives - Held for trading FVTPL/Mnd 4 623 4 623 5 250 5 250 Liabilities Non-current interest-bearing debt - Lease liabilities AC 68 525 68 525 60 760 60 760 - Cash guarantees received AC - - 171 171 - Credit institutions AC 232 019 232 019 187 511 187 511 - Schuldschein loans AC 319 368 319 368 319 635 319 635 - Bonds AC 564 399 567 749 400 000 401 693 Current interest-bearing debt - Lease liabilities AC 19 728 19 728 19 746 19 746 - Credit institutions AC 358 843 358 843 246 817 246 817 - Bonds AC 45 614 46 523 375 092 377 929 Other non-current liabilities - Conversion option HfT 115 115 - - - Other derivatives HfT - - 1 081 1 081 - Other payables AC 150 150 150 150 Trade payables AC 652 384 652 384 668 422 668 422 Other current liabilities - Conversion option HfT - - 34 34 - Other payables AC 26 165 26 165 25 621 25 621 - Derivatives - Held for trading HfT 2 116 2 116 1 851 1 851 Aggregated by category in accordance with IFRS 9 Financial assets AC 1 356 662 1 356 662 1 668 053 1 668 053 FVTOCI/Eq 13 152 13 152 13 372 13 372 FVTPL/Mnd 7 997 7 997 9 012 9 012 Financial liabilities AC 2 287 195 2 291 454 2 303 925 2 308 454 HfT 2 231 2 231 2 967 2 967 FVTPL - - - - 31 December 2019 31 December 2020 The fair value of all ﬁnancial instruments measured at amortized cost in the balance sheet has been determined using level-2 fair value measurement techniques. Annual Report Bekaert 2020 169 Financial instruments by fair value measurement hierarchy The fair value measurement of ﬁnancial assets and ﬁnancial liabilities can be characterized in one of the following ways: » ‘Level 1’ fair value measurement: the fair values of ﬁnancial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices in these active markets for identical assets and liabilities. This mainly relates to ﬁnancial assets at fair value through other comprehensive income such as the investment in Shougang Concord Century Holdings Ltd (see note 6.6. ‘Other non-current assets’). » ‘Level 2’ fair value measurement: the fair values of other ﬁnancial assets and ﬁnancial liabilities are determined in accordance with generally accepted pricing models based on discounted cash ﬂow analysis using prices from observable current market transactions and dealer quotes for similar instruments. This mainly relates to derivative ﬁnancial instruments. Forward exchange contracts are measured using quoted forward-exchange rates and yield curves derived from quoted interest rates with match- ing maturities. Interest-rate swaps are measured at the present value of future cash ﬂows estimated and discounted using the applicable yield curves derived from quoted interest rates. The fair value measurement of cross-currency interest-rate swaps is based on discounted estimated cash ﬂows using quoted forward-exchange rates, quoted interest rates and applicable yield curves derived therefrom. » ‘Level 3’ fair value measurement: the fair value of the remaining ﬁnancial assets and ﬁnancial liabilities is derived from valuation techniques which include inputs that are not based on observable market data. At the end of 2020, Bekaert had two ﬁnancial instruments for which the fair value measurement can be characterized as ‘level 3’ : (1) the share conversion option in the convert- ible bond and (2) the VPPA agreement. The share conversion option in the convertible bond issued in June 2016 is a non-closely related embedded derivative that has to be separated from the host debt instrument and measured at fair value through proﬁt or loss. The fair value of the conversion option is determined as the dierence between the fair value of the convertible bond as a whole (mid – source: Bloomberg) and the fair value of the host debt contract using a valuation model based on the prevailing mar- ket interest rate for similar plain vanilla debt instruments. The main factors determining the fair value of the conversion bond are the Bekaert share price (level 1), the reference swap rate (level 2), the volatility of the Bekaert share (level 3) and the credit spread (level 3). Secondly, the fair value of the VPPA contract is determined using a Monte Carlo valuation model. The main factors determining the fair value of the VPPA agreement are the discount rate (level 2), the estimated energy output based on wind studies in the area and the o-peak/on-peak price volatility (level 3). 7.2 Derivatives part 2 Convertible bond issued in 2016 Issue date 31 December 2018 31 December 2019 31 December 2020 Level 1 inputs Share price € 37.97 € 21.06 € 26.50 € 27.16 Level 2 inputs Reference swap rate 0.03% -0.13% -0.31% -0.54% Level 3 inputs Volatility 29.00% 22.00% 22.00% 33.90% Credit spread 225 bps 200 bps 190 bps 175 bps Outcome of the model (in thousands of €) Fair value of the convertible debt 380 000 363 432 371 564 377 963 Fair value of the plain vanilla debt 339 509 363 212 371 449 377 929 Fair value of the conversion option 40 491 220 115 34 Derivative in VPPA arrangement 31 December 2020 Level 2 inputs Discount rate Weighted average of investment grade corporate bond curves Level 3 inputs Power forward sensitivity Estimated on peak/off peak price forecasts Production sensitivity Based on wind studies in the area Outcome of the model (in thousands of €) Fair value of the VPPA derivative 3 178 Annual Report Bekaert 2020 170 The carrying amount (i.e. the fair value) of the level-3 liabilities/(assets) has evolved as follows: 7.2 Derivatives part 2 Level-3 Financial liabilities / (assets) in thousands of € 2019 2020 At 1 January 11 253 -2 378 Extinguished -11 033 - (Gain) / loss in fair value -2 597 -766 At 31 December -2 378 -3 144 Gains and losses in fair value are reported in other ﬁnancial income and expenses. The following table shows the sensitivity of the fair value calculation to the most signiﬁcant level-3 inputs for the conversion option and the VPPA agreement. 7.2 Derivatives part 2 Sensitivity analysis in thousands of € Change Volatility 3.5% increase by 57 -3.5% decrease by -27 Credit spread 25 bps increase by - -25 bps decrease by - Impact on conversion option Sensitivity analysis in thousands of € Change Power forward sensitivity +10% increase by 1 385 -10% decrease by -1 385 Production sensitivity +5% increase by 407 -5% decrease by -407 Impact on VPPA derivative The following table provides an analysis of ﬁnancial instruments measured at fair value in the balance sheet, in accordance with the fair value measurement hierarchy described above: 7.2 Derivatives part 2 2019 in thousands of € Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss Derivative financial assets - 5 505 2 492 7 997 Financial assets at fair value through OCI Equity investments 5 745 7 407 - 13 152 Total assets 5 745 12 912 2 492 21 149 Financial liabilities held for trading Conversion option - - 115 115 Other derivative financial liabilities - 2 116 - 2 116 Total liabilities - 2 116 115 2 231 Annual Report Bekaert 2020 171 7.2 Derivatives part 2 2020 in thousands of € Level 1 Level 2 Level 3 Total Financial assets mandatorily measured as at fair value through profit or loss Derivative financial assets - 5 834 3 178 9 012 Equity instruments designated as at fair value through OCI Equity investments 5 833 7 538 - 13 372 Total assets 5 833 13 372 3 178 22 384 Financial liabilities held for trading Conversion option - - 34 34 Other derivative financial liabilities - 2 932 - 2 932 Total liabilities - 2 932 34 2 967 Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the net debt and equity balance. The Group’s overall strategy remains unchanged from 2019. The capital structure of the Group consists of net debt, as deﬁned in note 6.18. ‘Interest-bearing debt’, and equity (both attributable to equity holders of Bekaert and to non-controlling interests). Gearing ratio The Group’s Audit, Risk and Finance Committee reviews the capital structure on a semi-annual basis. As part of this review, the committee assesses the cost of capital and the risks associated with each class of capital. The Group has a target gearing ratio of 50% determined as the proportion of net debt to equity. To realize this target (excluding the impact of IFRS 16 ‘Leases’), the Group is following systematically a number of guidelines, a.o. » strict cost control to improve proﬁtability; » managing working capital levels by: • operational excellence, • cash collection actions; • better aligned payment terms; • optimized factoring usage, » strict control of capital expenditure; » active business portfolio management, including M&A and divestments. 7.2 Additional discl Gearing in thousands of € 2019 2020 Net debt 976 984 604 081 Equity 1 531 540 1 535 055 Net debt to equity ratio 63.8% 39.4% Annual Report Bekaert 2020 172 7.3. Contingencies, commitments, secured liabilities and assets pledged as security As at 31 December, the important contingencies and commitments were: 7.3 Off balance sheet comm in thousands of € 2019 2020 Contingent liabilities 8 830 12 105 Commitments to purchase fixed assets 50 072 45 690 Commitments to invest in venture capital funds 10 835 8 246 At year-end 2020, there were no outstanding bank guarantees linked to environmental obligations. Apart from the leases, there are no restrictions to realize assets or settle liabilities. The lease liabilities are eectively secured as the rights to the leased assets recognised in the ﬁnancial statements revert to the lessor in the event of default. The contingen- cies, commitments and assets pledged as security in joint ventures are disclosed in note 6.5.’Investments in joint ventures and associates’. Annual Report Bekaert 2020 173 7.4. Related parties Transactions between the Company and its subsidiaries, which are related parties, have been eliminated in the consolidation and are accordingly not disclosed in this note. Transactions with other related parties are disclosed below. 7.4 Related parties_part1 Transactions with joint ventures in thousands of € 2019 2020 Sales of goods 17 377 12 117 Purchases of goods 23 998 18 621 Services rendered 282 177 Royalties and management fees received 12 944 10 074 Interest and similar income - 1 Dividends received 19 439 24 706 7.4 Related parties_part1 Outstanding balances with joint ventures in thousands of € 2019 2020 Non-current receivables 24 - Trade receivables 5 817 4 554 Other current receivables 1 499 2 060 Trade payables 5 134 4 271 Other current payables - 1 181 None of the related parties have entered into any other transactions with the Group that meet the requirements of IAS 24 ‘Related Party Disclosures’. Key Management includes the Board of Directors, the CEO, the members of the Bekaert Group Executive (BGE) and the Senior Vice Presidents (see last page of the Financial Review). 7.4 Related parties_part2 Key Management remuneration in thousands of € 2019 2020 Number of persons 34 34 Short-term employee benefits Basic remuneration 7 607 7 621 Variable remuneration 792 3 103 Remuneration as directors of subsidiaries 596 563 Post-employment benefits Defined-benefit pension plans 517 419 Defined-contribution pension plans 721 1 276 Share-based payment benefits 4 991 6 280 Total gross remuneration 15 224 19 262 Average gross remuneration per person 448 567 Number of performance share units granted (cash-settled and equity-settled) 156 026 156 021 Number of matching share units acquired - 10 766 Number of shares granted 13 787 23 475 The disclosures relating to the Belgian Corporate Governance Code are included in the Corporate Governance Statement of this annual report. Annual Report Bekaert 2020 174 7.5. Events after the balance sheet date » A grant of 144 708 equity settled performance share units was made on 15 January 2021 under the terms of the PSP 2018-2020 Performance Share Plan. The granted performance share units represented a fair value of € 4.2 million. » A grant of 43 804 cash settled performance share units was made on 15 January 2021 under the terms of the PSU 2018-2020 Performance Share Plan. The granted performance share units represented a fair value of € 1.3 million. » Since 1 January 2021, a total of 186 108 treasury shares have been disposed of following the exercise of stock options under the stock option plans SOP 2010-2014 and SOP 2015-2017. » As part of this global approach and of the strategy of Bridon-Bekaert Ropes Group (BBRG) to improve its operational footprint, on 5 January 2021 the Company announced to consolidate the North American ropes platform in the US and phase out the production activities in Pointe-Claire, Canada, by the end of May 2021. The impairment losses and lay o costs will be oset by the gain on the disposal of the assets. » On 4 December 2020, Bekaert announced the intention to reorganize the global engineering activities, several functional depart- ment areas serving the Group’s global or local business needs, and a number of support and technical roles in the production plants in Zwevegem. The relevant information and consultation phase was formally closed on 4 March 2021, after which the development and negotiation of the dismissal terms were started up. 7.6. Services provided by the statutory auditor and related persons During 2020, the statutory auditor and persons professionally related to him performed additional services for fees amounting to € 1 044 806. These fees essentially relate to further assurance services (€ 53 200), tax advisory services (€ 771 136) and other non-audit services (€ 220 470). The additional services were approved by the Audit, Risk and Finance Committee. The audit fees for NV Bekaert SA and its subsidiaries amounted to € 2 171 941. Annual Report Bekaert 2020 175 7.7. Subsidiaries, joint ventures and associates Companies forming part of the Group as at 31 December 2020 7.7. Subsidiaries, joint ventures and associates Companies forming part of the Group as at 31 December 2020 Subsidiaries Industrial companies Address FC 1 % 2 EMEA Bekaert Advanced Cords Aalter NV Aalter, Belgium EUR 100 Bekaert Bohumín sro Bohumín, Czech Republic CZK 100 Bekaert Bradford UK Ltd Bradford, United Kingdom GBP 100 Bekaert Combustion Technology BV Assen, Netherlands EUR 100 Bekaert Figline SpA Milano, Italy EUR 100 Bekaert Heating Romania SRL Negoiesti, Brazi Commune, Romania RON 100 Bekaert Hlohovec as Hlohovec, Slovakia EUR 100 Bekaert Izmit Çelik Kord Sanayi ve Ticaret AS Izmit, Turkey EUR 100 Bekaert Kartepe Çelik Kord Sanayi ve Ticaret AS Kartepe, Turkey EUR 100 Bekaert Petrovice sro Petrovice, Czech Republic CZK 100 Bekaert Sardegna SpA Assemini, Italy EUR 100 Bekaert Slatina SRL Slatina, Romania RON 100 Bekaert Slovakia sro Sládkovičovo, Slovakia EUR 100 Bekintex NV Wetteren, Belgium EUR 100 Bridon International GmbH Gelsenkirchen, Germany EUR 100 Bridon International Ltd Doncaster, United Kingdom GBP 100 Industrias del Ubierna SA Burgos, Spain EUR 100 OOO Bekaert Lipetsk Gryazi, Russian Federation RUB 100 North America Bekaert Corporation Wilmington (Delaware), United States USD 100 Bridon-American Corporation New York, United States USD 100 Wire Rope Industries Ltd/Industries de Câbles d’Acier Ltée Pointe-Claire, Canada CAD 100 Latin America Acma SA Santiago, Chile CLP 52 Acmanet SA Talcahuano, Chile CLP 52 BBRG - Osasco Cabos Ltda São Paulo, Brazil BRL 100 Bekaert Costa Rica SA San José-Santa Ana, Costa Rica USD 58 BIA Alambres Costa Rica SA San José-Santa Ana, Costa Rica USD 58 Grating Perú S.A.C. Lima, Peru USD 38 Ideal Alambrec SA Quito, Ecuador USD 58 Industrias Chilenas de Alambre - Inchalam SA Talcahuano, Chile CLP 52 Prodimin SAC Lima, Peru USD 38 Prodinsa SA Maipú, Chile CLP 100 Productora de Alambres Colombianos Proalco SAS Bogotá, Colombia COP 80 Productos de Acero Cassadó SA Callao, Peru USD 38 Vicson SA Valencia, Venezuela USD 80 Asia Pacific Bekaert Applied Material Technology (Shanghai) Co Ltd Shanghai, China CNY 100 Bekaert Binjiang Steel Cord Co Ltd Jiangyin (Jiangsu province), China CNY 90 Bekaert (China) Technology Research and Development Co Ltd Jiangyin (Jiangsu province), China CNY 100 Bekaert (Chongqing) Steel Cord Co Ltd Chongqing, China CNY 100 Bekaert Heating Technology (Suzhou) Co Ltd Taicang City (Jiangsu province), China CNY 100 Bekaert (Huizhou) Steel Cord Co Ltd Huizhou (Guangdong province), China CNY 100 Bekaert Industries Pvt Ltd Taluka Shirur, District Pune, India INR 100 Bekaert (Jining) Steel Cord Co Ltd Jining City, Yanzhou district (Shandong Province), China CNY 60 Bekaert Jiangyin Wire Products Co Ltd Jiangyin (Jiangsu province), China CNY 100 Bekaert Mukand Wire Industries Pvt Ltd Pune, India INR 100 Bekaert New Materials (Suzhou) Co Ltd Suzhou (Jiangsu province), China CNY 100 Bekaert (Qingdao) Wire Products Co Ltd Qingdao (Shandong province), China CNY 100 Bekaert (Shandong) Tire Cord Co Ltd Weihai (Shandong province), China CNY 100 Bekaert (Shenyang) Advanced Cords Co Ltd Shenyang (Liaoning province), China CNY 100 Bekaert Shenyang Advanced Products Co Ltd Shenyang (Liaoning province), China CNY 100 Bekaert Toko Metal Fiber Co Ltd Tokyo, Japan JPY 70 Bekaert Vietnam Co Ltd Son Tinh District, Quang Ngai Province, Vietnam USD 100 Bekaert Wire Ropes Pty Ltd Mayfield East, Australia AUD 100 Bridon (Hangzhou) Ropes Co Ltd Hangzhou (Zhejiang province), China CNY 100 China Bekaert Steel Cord Co Ltd Jiangyin (Jiangsu province), China CNY 90 PT Bekaert Indonesia Karawang, Indonesia USD 100 PT Bekaert Wire Indonesia Karawang, Indonesia USD 100 PT Bridon Bekasi, West Java, Indonesia USD 100 1 Functional currency 2 Financial interest percentage Annual Report Bekaert 2020 176 Sales offices, warehouses and others Address FC 1 % 2 EMEA Bekaert AS Hellerup, Denmark DKK 100 Bekaert Emirates LLC Dubai, United Arab Emirates AED 49 Bekaert France SAS Lille, France EUR 100 Bekaert Gesellschaft mbH Vienna, Austria EUR 100 Bekaert GmbH Neu-Anspach, Germany EUR 100 Bekaert Middle East LLC Dubai, United Arab Emirates AED 49 Bekaert Norge AS Oslo, Norway NOK 100 Bekaert Poland Sp z oo Warsaw, Poland PLN 100 Bekaert (Schweiz) AG Baden, Switzerland CHF 100 Bekaert Svenska AB Gothenburg, Sweden SEK 100 Bridon-Bekaert ScanRope AS Tonsberg, Norway NOK 100 Bridon Scheme Trustees Ltd Doncaster, United Kingdom GBP 100 British Ropes Ltd Doncaster, United Kingdom GBP 100 Leon Bekaert SpA Milano, Italy EUR 100 OOO Bekaert Wire Moscow, Russian Federation RUB 100 Rylands-Whitecross Ltd Bradford, United Kingdom GBP 100 Scheldestroom NV Zwevegem, Belgium EUR 100 Twil Company Bradford, United Kingdom GBP 100 Latin America Bekaert Guatemala SA Ciudad de Guatemala, Guatemala GTQ 58 Bekaert Specialty Films de Mexico SA de CV Monterrey, Mexico MXN 100 Bekaert Trade Mexico S de RL de CV Mexico City, Mexico MXN 100 Inversiones BBRG Lima SA Lima, Peru PEN 96 Procables SA Callao, Peru PEN 96 Prodac Contrata SAC Callao, Peru USD 38 Prodalam SA Santiago, Chile CLP 52 Prodicom Selva SAC Ucayali, Peru USD 38 Specialty Films de Services Company SA de CV Monterrey, Mexico MXN 100 Asia Pacific Bekaert Architectural Design Consulting (Shanghai) Co Ltd Shanghai, China CNY 100 Bekaert Japan Co Ltd Tokyo, Japan JPY 100 Bekaert Korea Ltd Seoul, South-Korea KRW 100 Bekaert Malaysia Sdn Bhd Kuala Lumpur, Malaysia MYR 100 Bekaert Management (Shanghai) Co Ltd Shanghai, China CNY 100 Bekaert Shah Alam Sdn Bhd Kuala Lumpur, Malaysia MYR 100 Bekaert Singapore Pte Ltd Singapore SGD 100 Bekaert Taiwan Co Ltd Taipei, Taiwan TWD 100 Bekaert (Thailand) Co Ltd Tambol Pluakdaeng, Amphur Pluakdaeng, Thailand USD 100 BOSFA Pty Ltd Mayfield East, Australia AUD 100 Bridon Hong Kong Ltd Hong Kong, China HKD 100 Bridon New Zealand Ltd Aukland, New Zealand NZD 100 Bridon Singapore (Pte) Ltd Singapore SGD 100 Bridon (South East Asia) Ltd Hong Kong, China HKD 100 PT Bekaert Trade Indonesia Karawang, Indonesia USD 100 1 Functional currency 2 Financial interest percentage Sales offices, warehouses and others Address FC 1 % 2 EMEA Bekaert AS Hellerup, Denmark DKK 100 Bekaert Emirates LLC Dubai, United Arab Emirates AED 49 Bekaert France SAS Lille, France EUR 100 Bekaert Gesellschaft mbH Vienna, Austria EUR 100 Bekaert GmbH Neu-Anspach, Germany EUR 100 Bekaert Middle East LLC Dubai, United Arab Emirates AED 49 Bekaert Norge AS Oslo, Norway NOK 100 Bekaert Poland Sp z oo Warsaw, Poland PLN 100 Bekaert (Schweiz) AG Baden, Switzerland CHF 100 Bekaert Svenska AB Gothenburg, Sweden SEK 100 Bridon-Bekaert ScanRope AS Tonsberg, Norway NOK 100 Bridon Scheme Trustees Ltd Doncaster, United Kingdom GBP 100 British Ropes Ltd Doncaster, United Kingdom GBP 100 Leon Bekaert SpA Milano, Italy EUR 100 OOO Bekaert Wire Moscow, Russian Federation RUB 100 Rylands-Whitecross Ltd Bradford, United Kingdom GBP 100 Scheldestroom NV Zwevegem, Belgium EUR 100 Twil Company Bradford, United Kingdom GBP 100 Latin America Bekaert Guatemala SA Ciudad de Guatemala, Guatemala GTQ 58 Bekaert Specialty Films de Mexico SA de CV Monterrey, Mexico MXN 100 Bekaert Trade Mexico S de RL de CV Mexico City, Mexico MXN 100 Inversiones BBRG Lima SA Lima, Peru PEN 96 Procables SA Callao, Peru PEN 96 Prodac Contrata SAC Callao, Peru USD 38 Prodalam SA Santiago, Chile CLP 52 Prodicom Selva SAC Ucayali, Peru USD 38 Specialty Films de Services Company SA de CV Monterrey, Mexico MXN 100 Asia Pacific Bekaert Architectural Design Consulting (Shanghai) Co Ltd Shanghai, China CNY 100 Bekaert Japan Co Ltd Tokyo, Japan JPY 100 Bekaert Korea Ltd Seoul, South-Korea KRW 100 Bekaert Malaysia Sdn Bhd Kuala Lumpur, Malaysia MYR 100 Bekaert Management (Shanghai) Co Ltd Shanghai, China CNY 100 Bekaert Shah Alam Sdn Bhd Kuala Lumpur, Malaysia MYR 100 Bekaert Singapore Pte Ltd Singapore SGD 100 Bekaert Taiwan Co Ltd Taipei, Taiwan TWD 100 Bekaert (Thailand) Co Ltd Tambol Pluakdaeng, Amphur Pluakdaeng, Thailand USD 100 BOSFA Pty Ltd Mayfield East, Australia AUD 100 Bridon Hong Kong Ltd Hong Kong, China HKD 100 Bridon New Zealand Ltd Aukland, New Zealand NZD 100 Bridon Singapore (Pte) Ltd Singapore SGD 100 Bridon (South East Asia) Ltd Hong Kong, China HKD 100 PT Bekaert Trade Indonesia Karawang, Indonesia USD 100 1 Functional currency 2 Financial interest percentage Annual Report Bekaert 2020 177 Financial companies Address FC 1 % 2 Acma Inversiones SA Santiago, Chile CLP 100 BBRG Finance (UK) Ltd Doncaster, United Kingdom EUR 100 Becare DAC Dublin, Ireland EUR 100 Bekaert Building Products Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Carding Solutions Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Coördinatiecentrum NV Zwevegem, Belgium EUR 100 Bekaert do Brasil Ltda Contagem, Brazil BRL 100 Bekaert Holding Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Ibérica Holding SL Burgos, Spain EUR 100 Bekaert Ideal SL Burgos, Spain EUR 80 Bekaert Investments NV Zwevegem, Belgium EUR 100 Bekaert Investments Italia SpA Milano, Italy EUR 100 Bekaert North America Management Corporation Wilmington (Delaware), United States USD 100 Bekaert Services Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Singapore Holding Pte Ltd Singapore SGD 100 Bekaert Specialty Wire Products Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Stainless Products Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Steel Cord Products Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Strategic Partnerships Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Wire Products Hong Kong Ltd Hong Kong, China EUR 100 Bekaert Wire Rope Industry NV Zwevegem, Belgium EUR 100 Bridon-Bekaert Ropes Group Ltd Doncaster, United Kingdom EUR 100 Bridon Holdings Ltd Doncaster, United Kingdom GBP 100 Bridon Ltd Doncaster, United Kingdom GBP 100 Industrias Acmanet Ltda Talcahuano, Chile CLP 52 Inversiones Bekaert Andean Ropes SA Santiago, Chile CLP 100 InverVicson SA Valencia, Venezuela USD 80 Procercos SA Talcahuano, Chile CLP 52 Joint ventures Industrial companies Address FC 1 % 2 Latin America Agro-Bekaert Colombia SAS Malambo - Atlántico, Colombia COP 40 Belgo Bekaert Arames Ltda Contagem, Brazil BRL 45 BMB-Belgo Mineira Bekaert Artefatos de Arame Ltda Vespasiano, Brazil BRL 45 Servicios Ideal AGF Inttegra Cia Ltda Quito, Ecuador USD 29 Sales offices, warehouses and others Address FC 1 % 2 EMEA Netlon Sentinel Ltd Blackburn, United Kingdom GBP 50 Asia Pacific Bekaert Engineering (India) Pvt Ltd New Delhi, India INR 40 Financial companies Address FC 1 % 2 EMEA Agro - Bekaert Springs SL Burgos, Spain EUR 40 No items of PP&E of subsidiaries and joint ventures were pledged as collateral for loans with the exception of leased assets that guarantee the related lease obligations. 1 Functional currency 2 Financial interest percentage Annual Report Bekaert 2020 178 Changes in 2020 1. New investments Joint ventures Address % 1 Agro-Bekaert Colombia SAS Malambo – Atlántico, Colombia 40 2. Subsidiaries acquired through business combinations Subsidiaries Address % 1 Grating Perú S.A.C. Lima, Peru 38 3. Changes in ownership without change in control Subsidiaries Address % 1 Bekaert Slatina SRL Slatina, Romania From 80 to 100 4. Name changes New name Former name Bekaert Coördinatiecentrum NV Bekaert Coördinatiecentrum Bekaert Malaysia Sdn Bhd Bekaert Ipoh Sdn Bhd Bekintex NV Bekintex 5. Liquidated Companies Address Bekaert Maccaferri Underground Solutions BV Aalst (Erembodegem), Belgium Bridon Ropes NV/SA Zwevegem, Belgium 6. Active proposal to strike off Companies Address BBRG Holding (UK) Ltd Doncaster, United Kingdom BBRG Operations (UK) Ltd Doncaster, United Kingdom BBRG Production (UK) Ltd Doncaster, United Kingdom BBRG (Purchaser) Ltd Doncaster, United Kingdom BBRG (Subsidiary) Ltd Doncaster, United Kingdom Bridon-Bekaert Ropes Group (UK) Ltd Doncaster, United Kingdom In accordance with Belgian legislation, the table below lists the registered numbers of the Belgian companies. Companies Company number Bekaert Advanced Cords Aalter NV BTW BE 0645.654.071 RPR Gent, division Gent Bekaert Coördinatiecentrum NV BTW BE 0426.824.150 RPR Gent, division Kortrijk Bekaert Investments NV BTW BE 0406.207.096 RPR Gent, division Kortrijk Bekaert Wire Rope Industry NV BTW BE 0550.983.358 RPR Gent, division Kortrijk Bekintex NV BTW BE 0452.746.609 RPR Gent, division Dendermonde NV Bekaert SA BTW BE 0405.388.536 RPR Gent, division Kortrijk Scheldestroom NV BTW BE 0403.676.188 RPR Gent, division Kortrijk 1 Financial interest percentage Changes in 2020 1. New investments Joint ventures Address % 1 Agro-Bekaert Colombia SAS Malambo – Atlántico, Colombia 40 2. Subsidiaries acquired through business combinations Subsidiaries Address % 1 Grating Perú S.A.C. Lima, Peru 38 3. Changes in ownership without change in control Subsidiaries Address % 1 Bekaert Slatina SRL Slatina, Romania From 80 to 100 4. Name changes New name Former name Bekaert Coördinatiecentrum NV Bekaert Coördinatiecentrum Bekaert Malaysia Sdn Bhd Bekaert Ipoh Sdn Bhd Bekintex NV Bekintex 5. Liquidated Companies Address Bekaert Maccaferri Underground Solutions BV Aalst (Erembodegem), Belgium Bridon Ropes NV/SA Zwevegem, Belgium 6. Active proposal to strike off Companies Address BBRG Holding (UK) Ltd Doncaster, United Kingdom BBRG Operations (UK) Ltd Doncaster, United Kingdom BBRG Production (UK) Ltd Doncaster, United Kingdom BBRG (Purchaser) Ltd Doncaster, United Kingdom BBRG (Subsidiary) Ltd Doncaster, United Kingdom Bridon-Bekaert Ropes Group (UK) Ltd Doncaster, United Kingdom In accordance with Belgian legislation, the table below lists the registered numbers of the Belgian companies. Companies Company number Bekaert Advanced Cords Aalter NV BTW BE 0645.654.071 RPR Gent, division Gent Bekaert Coördinatiecentrum NV BTW BE 0426.824.150 RPR Gent, division Kortrijk Bekaert Investments NV BTW BE 0406.207.096 RPR Gent, division Kortrijk Bekaert Wire Rope Industry NV BTW BE 0550.983.358 RPR Gent, division Kortrijk Bekintex NV BTW BE 0452.746.609 RPR Gent, division Dendermonde NV Bekaert SA BTW BE 0405.388.536 RPR Gent, division Kortrijk Scheldestroom NV BTW BE 0403.676.188 RPR Gent, division Kortrijk 1 Financial interest percentage Annual Report Bekaert 2020 179 PARENT COMPANY INFORMATION Annual report of the Board of Directors and ﬁnancial statements of NV Bekaert SA The report of the Board of Directors and the ﬁnancial statements of the parent company, NV Bekaert SA (the ‘Company’), are presented below in a condensed form. The report of the Board of Directors ex Article 96 of the Belgian Companies Code is not included in full in the report ex Article 119. Copies of the full directors’ report and of the full ﬁnancial statements of the Company are available free of charge upon request from: NV Bekaert SA Bekaertstraat 2 BE-8550 Zwevegem Belgium www.bekaert.com The statutory auditor has issued an unqualiﬁed report on the ﬁnancial statements of the Company. The directors’ report and ﬁnancial statements of the Company, together with the statutory auditor’s report, will be deposited with the National Bank of Belgium as provided by law. Condensed income statement Parent Information in thousands of € - Year ended 31 December 2019 2020 Sales 319 403 281 052 Operating result before non-recurring items -2 950 -14 004 Non-recurring operational items 386 -3 430 Operating result after non-recurring items -2 564 -17 434 Financial result before non-recurring items 101 126 1 763 Non-recurring financial items -40 472 -73 711 Financial result after non-recurring items 60 654 -71 947 Profit before income taxes 58 089 -89 381 Income taxes 3 237 2 492 Result for the period 61 327 -86 890 Annual Report Bekaert 2020 180 Condensed balance sheet after proﬁt appropriation Parent Information in thousands of € - 31 December 2019 2020 Fixed assets 2 167 321 2 000 915 Formation expenses, intangible fixed assets 76 888 66 449 Tangible fixed assets 40 577 32 588 Financial fixed assets 2 049 856 1 901 878 Current assets 322 614 461 406 Total assets 2 489 935 2 462 321 Shareholders' equity 1 100 900 957 368 Share capital 177 793 177 812 Share premium 37 751 37 884 Revaluation surplus 1 995 1 995 Statutory reserve 17 779 17 779 Unavailable reserve 102 636 103 467 Reserves available for distribution, retained earnings 762 945 618 430 Provisions and deferred taxes 56 887 77 510 Creditors 1 332 148 1 427 443 Amounts payable after one year 1 025 650 845 650 Amounts payable within one year 306 498 581 793 Total equity and liabilities 2 489 935 2 462 321 Valuation principles Valuation and foreign currency translation principles applied in the parent company’s ﬁnancial statements are based on Belgian accounting legislation. Summary of the annual report of the Board of Directors The Belgium-based entity’s sales amounted to € 281.1 million, a decrease of -12% compared to 2019. The operating loss before non-recurring items was € -14.0 million, compared with a loss of € -3.0 million last year. The decrease of the operating result was a combined eect of lower sales volumes and costs from the announcement of the restructuring in 2020. Non-recurring items included in the operating result amounted to € -3.4 million in 2020 (mainly accelerated depreciation and realisation of tangible ﬁxed assets), compared to € 0.4 million last year. The ﬁnancial result before non-recurring items was € 1.8 million compared to € 101.1 million last year. The lower dividend income in 2020 was the main element explaining this evolution. The non-recurring ﬁnancial items amounted to € -73.7 million in 2020, against € -40.5 million in the previous year, which was mainly driven by write-downs on portfolio. The income taxes of € 2.5 million were positive due to tax credit receivable on intangible ﬁxed assets, similar to last year. This led to a result for the period of € -86.9 million compared with € 61.3 million in 2019. Environmental programs The provisions for environmental programs decreased to € 17.2 million (2019: € 17.8 million). Annual Report Bekaert 2020 181 Information on research and development Information on the company’s research and development activities can be found in the ‘Technology and Innovation’ section in the ‘Report of the Board of Directors’. Interests in share capital In connection with the entry into force of the Act of 2 May 2007 on the disclosure of signiﬁcant participations (the Transparency Act), the Company has in its Articles of Association set the thresholds of 3% and 7.50% in addition to the legal thresholds of 5% and each multiple of 5%. In 2020, the Company did not receive any transparency notiﬁcations. On 31 December 2020, the total number of securities conferring voting rights was 60 414 841. Detailed information can be found on: www.bekaert.com/other-regulated-information. Proposed appropriation of NV Bekaert SA 2020 result The after-tax result for the year was € -86 889 620 compared with € 61 326 822 for the previous year. The Board of Directors has proposed that the Annual General Meeting to be held on 12 May 2021 appropriate the above result as follows: Parent Information in € Result of the year to be appropriated -86 889 620 Transfer from reserves 143 684 803 Profit for distribution 56 795 183 The Board of Directors has proposed that the Annual General Meeting approve the distribution of a gross dividend of € 1.00 per share (2019: € 0.35 per share). The dividend will be payable in euros on 14 May 2021 by the following banks: » BNP Paribas Fortis, ING Belgium, Bank Degroof Petercam, KBC Bank, Belﬁus Bank in Belgium; » Société Générale in France; » ABN AMRO Bank in The Netherlands; » UBS in Switzerland. Annual Report Bekaert 2020 182 Appointments pursuant to the Articles of Association The term of oce of the independent Directors Henriette Fenger Ellekrog and Eriikka Söderström will expire at the Annual General Meeting of Shareholders of 12 May 2021. The Board of Directors proposes that the General Meeting: » re-appoints Henriette Fenger Ellekrog as independent Director for a term of four years, up to and including the Annual General Meeting to be held in 2025; » re-appoints Eriikka Söderström as independent Director for a term of four years, up to and including the Annual General Meeting to be held in 2025. Annual Report Bekaert 2020 183 AUDITOR’S REPORT NV Bekaert SA | 31 December 2020 1 Statutory auditor’s report to the shareholders’ meeting of NV Bekaert SA for the year ended 31 December 2020 - Consolidated financial statements In the context of the statutory audit of the consolidated financial statements of NV Bekaert SA (“the company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report. We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 8 May 2019, in accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued upon recommendation of the audit committee and presentation of the works council. Our mandate expires on the date of the shareholders’ meeting deliberating on the annual accounts for the year ending 31 December 2020, in view of Article 41 of EU Regulation nr. 537/2014 that states that as from 17 June 2020, an audit mandate can no longer be prolonged for those audit mandates running 20 years or more at the date of entry into force of the regulation. Due to a lack of online archives dating back prior to 1997, we have not been able to determine exactly the first year of our appointment. We have performed the statutory audit of the consolidated financial statements of NV Bekaert SA for at least 24 consecutive periods. Report on the consolidated financial statements Unqualified opinion We have audited the consolidated financial statements of the group, which comprise the consolidated balance sheet as at 31 December 2020, the consolidated income statement, the consolidated income statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 4 288 100 (000) EUR and the consolidated statement of comprehensive income shows a profit for the year then ended of 148 037 (000) EUR. In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31 December 2020 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. Annual Report Bekaert 2020 184 NV Bekaert SA | 31 December 2020 2 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matters Valuation of goodwill - BBRG cash-generating unit At 31 December 2020, goodwill amounts to 149 million EUR. The majority of this goodwill (127 million EUR) relates to the Bridon Bekaert Ropes group (‘BBRG’) cash-generating unit. The company defines annually the carrying amounts of non-current assets allocated to the BBRG cash-generating unit. Bekaert assesses the recoverable amount by calculating the value in use of the assets within the cash-generating unit, using a discounted cash flow method (“DCF”). This method is complex and requires significant judgement in making estimates of cash flow projections, sales growth, margin evolution and the discount rate. Due to the inherent uncertainty involved in forecasting and discounting cash flows, we consider this assessment as a key audit matter. The company disclosed the nature and the value of the assumptions used in the impairment analyses in note 3.2 and 6.2 to the consolidated financial statements. In our audit, we assessed and tested, with the assistance of our valuation experts, management’s critical assumptions used in the discounted cash flow model. We challenged the key drivers of the projected future cash flows, including estimated sales growth, estimated gross margin and the applied discount rate. Our procedures furthermore include the evaluation of the design and implementation of controls over the preparation and approval of BBRG’s budget, which serves as the basis in the DCF model. We critically assessed the budgets considering historical budgeting accuracy of management. Moreover, we specifically focused on the sensitivity in the available headroom of BBRG’s cash-generating unit and whether a reasonable possible change in assumptions could cause the carrying amount to exceed its recoverable amount. We assessed the adequacy of the company’s disclosure note to the consolidated financial statements. Control Assumption Venezuelan operations The group equity shows translation adjustments amounting to 59,7 million EUR (debit) relating to the Venezuelan subsidiaries Vicson and Invervicson. The group periodically evaluates the assumption of control over the Venezuelan subsidiaries considering the political and monetary instability in the country. A loss of control over the Venezuelan subsidiaries would lead to a disposal of controlling interest and the relating adjustments in this respect in accordance with IFRS 10 including, amongst others, the reclassification to income statement of the translation adjustment. Given the uncertainty of the Venezuelan business environment and the potential material impact on the group result, we consider the company’s assumption of control over the Venezuelan subsidiaries to be a key audit matter. We assessed and challenged the group’s assessment of control over the Venezuelan subsidiaries and evaluated the design and implementation of internal controls over the related process. We assessed and challenged the group’s position supporting the assumption of control over the Venezuelan subsidiaries taking into consideration the restrictions to transfer funds to the parent company. More specifically, we assessed the ability of the Venezuelan subsidiaries to source raw materials, steer the local production and operations and generate cash flows. Annual Report Bekaert 2020 185 NV Bekaert SA | 31 December 2020 3 The group disclosed the outcome of this evaluation in 3.1 and note 6.14 to the consolidated financial statements. Income taxes payable – Uncertain tax positions Uncertain tax positions recognized as income taxes payable amount to 31,7 million EUR as at 31 December 2020. The group operates across a number of different tax jurisdictions and is subject to periodic challenges by local tax authorities in the normal course of business, including transaction-related taxes and transfer pricing arrangements. In those cases where the amount of tax payable is uncertain, the group accrues based on its judgement of the probable amount of the liability. Management exercises judgement in assessing the level of accruals for uncertain tax positions. The group disclosed the outcome of its assessment in note 3.2 and 6.21 to the consolidated financial statements. We obtained a detailed understanding of the group’s tax strategy as well as key technical tax issues and risks related to business and legislative developments. We assessed the status of ongoing local tax authority audits. We evaluated and challenged management’s judgement in relation to uncertain tax positions and the determination of related tax accruals. We considered advice received by management from external parties to support their position. We evaluated the process and internal controls framework around uncertain tax positions, including how judgement and estimates are derived, approved and accounted for. Income taxes – recoverability of deferred tax assets The group has recognized deferred tax assets for an amount of 124,2 million EUR. The group is required to estimate the recoverability of its deferred tax asset position. The assessment of the recoverability of deferred tax assets depends on key assumptions applied by the group, such as budgeted and forecasted profitability on an entity-by-entity basis, including assumptions about the applicable tax rates. The recoverability of deferred tax assets is considered a key audit matter as the amount is material to the financial statements and the assessment process is judgemental and requires careful consideration of the expected future market and economic conditions. The group disclosed deferred tax assets in note 5.6 and 6.7 of the consolidated financial statements. As part of our audit procedures, we assessed and challenged management’s assumptions to determine the probability to recover the recognized deferred tax assets through future taxable income. During these procedures, we evaluated management’s budgets and forecasts and considered relevant tax laws. Where applicable, we critically assessed the consistency of the group’s budgets and forecasts as well as the assessment of tax rates. Annual Report Bekaert 2020 186 NV Bekaert SA | 31 December 2020 4 Responsibilities of the board of directors for the preparation of the consolidated financial statements The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so. Responsibilities of the statutory auditor for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s business has been conducted or will be conducted. As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:  identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;  obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control;  evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;  conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern; Annual Report Bekaert 2020 187 NV Bekaert SA | 31 December 2020 5  evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.  obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter. Other legal and regulatory requirements Responsibilities of the board of directors The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements, the statement of non-financial information attached to the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements. Responsibilities of the statutory auditor As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial statements, the statement of non-financial information attached to the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters. Aspects regarding the directors’ report on the consolidated financial statements In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations. In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement. The non-financial information as required by article 3:32, § 2 of the Code of companies and associations, has been disclosed in a separate report, attached to the directors’ report on the consolidated financial statements. This statement on non-financial information includes all the information required by article 3:32, § 2 of the Code of companies and associations and is in accordance with the consolidated financial statements for the financial year then ended. The non-financial information has been established by the company in accordance with the GRI standards. In accordance with article 3:80 § 1, 5° of the Code of companies and associations we do not express any opinion on the question whether this non-financial information has been established in accordance with the GRI standards mentioned in the directors’ report on the consolidated financial statements. Annual Report Bekaert 2020 188 NV Bekaert SA | 31 December 2020 Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE86 5523 2431 0050 - BIC GKCCBEBB Member of Deloitte Touche Tohmatsu Limited Statements regarding independence  Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate.  The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements. Other statements  This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014. Signed at Gent. The statutory auditor __________ Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises CVBA/SCRL Represented by Charlotte Vanrobaeys Annual Report Bekaert 2020 189 Certificate Of Completion Envelope Id: DCCDE8D9A8144013A01B941AE8C99FB3 Status: Completed Subject: Please DocuSign: conso-PIE-opinion - NV Bekaert SA 31.12.2020 (ENG) (25-03-2021).docx Source Envelope: Document Pages: 7 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Isabel Eggermont AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC+01:00) Brussels, Copenhagen, Madrid, Paris Luchthaven Brussel Nationaal 1 J Zaventem, Vlaams-Brabant 1930 IP Address: 31.186.239.205 Record Tracking Status: Original 25-Mar-21 | 11:41 Holder: Isabel Eggermont Location: DocuSign Signer Events Signature Timestamp Charlotte Vanrobaeys Partner Audit & Assurance Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises Security Level: Email, Account Authentication (None), Digital Certificate Signature Provider Details: Signature Type: Signer Held EU Qualified Signature Issuer: Citizen CA Signature Adoption: Pre-selected Style Using IP Address: 31.186.239.208 Sent: 25-Mar-21 | 11:42 Viewed: 25-Mar-21 | 11:45 Signed: 25-Mar-21 | 11:46 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Isabel Eggermont Executive Management Assistant | Audit & Assurance Deloitte Bedrijfsrevisoren / Réviseurs d'Entreprises Security Level: Email, Account Authentication (None) Sent: 25-Mar-21 | 11:46 Resent: 25-Mar-21 | 11:46 Viewed: 25-Mar-21 | 11:53 Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 25-Mar-21 | 11:42 Annual Report Bekaert 2020 190 Envelope Summary Events Status Timestamps Certified Delivered Security Checked 25-Mar-21 | 11:45 Signing Complete Security Checked 25-Mar-21 | 11:46 Completed Security Checked 25-Mar-21 | 11:46 Payment Events Status Timestamps Annual Report Bekaert 2020 191 As of end of March 2021 1 Bekaert Group Executive Oswald Schmid 1 Chief Executive Ocer & Chief Operations Ocer Juan Carlos Alonso Chief Strategy Ocer Kersten Artenberg Chief Human Resources Ocer Taouﬁq Boussaid Chief Financial Ocer Arnaud Lesschaeve Divisional CEO Rubber Reinforcement Jun Liao 1 Divisional CEO Specialty Businesses & country manager China Curd Vandekerckhove Divisional CEO BBRG Stijn Vanneste Divisional CEO Steel Wire Solutions Senior Vice Presidents Jan Boelens Senior Vice President Steel Wire Solutions EMEA Bruno Cluydts Chief Strategy Ocer BBRG Philip Eyskens Senior Vice President General Counsel, Legal, IP & GRC Lieven Larmuseau Executive Vice President Strategy, Sales & Marketing Rubber Reinforcement Patrick Louwagie Senior Vice President Global Engineering Dirk Moyson Senior Vice President Global Operations Rubber Reinforcement Steven Parewyck Senior Vice President Latin America Raf Rentmeesters Senior Vice President Building Products Adam Touhig Senior Vice President Rubber Reinforcement Asia Gunter Van Craen Chief Digital & Information Ocer Piet Van Riet Executive Vice President Steel Wire Solutions South & Central America Luc Vankemmelbeke Senior Vice President Procurement Geert Voet Chief Operations Ocer Ropes BBRG Zhigao Yu Senior Vice President Technology Company Secretary Isabelle Vander Vekens Auditors Deloitte Bedrijfsrevisoren Communications & Investor relations Katelijn Bohez Documentation www.bekaert.com [email protected] T +32 56 76 61 00 [email protected] [email protected] The annual report for the 2020 ﬁnancial year is available in English and Dutch on annualreport.bekaert.com Editor & Coordination: Katelijn Bohez, VP Investor Relations & External Communications 1 On April 2021 Yves Kerstens will join Bekaert as Divisional CEO Specialty businesses and Chief Operations Ocer and become a member of the BGE. Jun Liao will take up the role of China CEO and lead the China Transformation Oce in addition to his current responsibilities as country manager for China. Annual Report Bekaert 2020 192 Statement from the responsible persons The undersigned persons state that, to the best of their knowledge: » the consolidated ﬁnancial statements of NV Bekaert SA and its subsidiaries as of 31 December 2020 have been prepared in accordance with the International Financial Reporting Standards, and give a true and fair view of the assets and liabilities, ﬁnancial position and results of the whole of the companies included in the consolidation; and » the annual report on the consolidated ﬁnancial statements gives a fair overview of the development and the results of the busi- ness and of the position of the whole of the companies included in the consolidation, as well as a description of the principal risks and uncertainties faced by them. On behalf of the Board of Directors: Oswald Oswald Schmid Jürgen Tinggren Chief Executive Ocer Chairman of the Board of Directors Disclaimer This report may contain forward-looking statements. Such statements reﬂect the current views of management regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially dif- ferent from any future results, performance or achievements expressed or implied by such forward-looking statements. Bekaert is providing the information in this report as of this date and does not undertake any obligation to update any forward-looking state- ments contained in this report in light of new information, future events or otherwise. Bekaert disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other report or press release issued by Bekaert. Financial calendar Visit: www.bekaert.com/ﬁnancialcalendar Annual Report Bekaert 2020 193 www.bekaert.com What would you like to know about Bekaert? Annual Report Bekaert 2020 194 What would you like to know about Bekaert? Annual Report Bekaert 2020 195 NV Bekaert SA Bekaertstraat 2 BE-8550 Zwevegem Belgium T +32 56 76 61 00 [email protected] www.bekaert.com © Bekaert 2021

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