Prosiebensat.1 Media AG
Total Page:16
File Type:pdf, Size:1020Kb
ProSiebenSat.1 Media AG Financial Statements and Management Report 2010 Content Management Report of ProSiebenSat.1 Media AG for the Financial Year 2010 Business Operations and Business Conditions Page 4 Overall Assessment of the Economic Situation and Business Development – Management View Page 4 ProSiebenSat.1 – The Company Page 4 Organization and Group Structure Page 5 Intragroup Management System Page 6 Compensation Report Page 10 Legal Environment Page 16 Economic and Industry Environment Page 17 Business Performance in 2010 Page 18 Major Events and Key Figures of the Business Page 18 Explanatory Notes on Reporting Page 19 Development of Revenue and Earnings Page 19 Financial Position and Performance Page 20 Employees Page 26 The ProSiebenSat.1 Share Page 28 Non-Financial Performance-Indicators Page 31 Market Research Page 34 Events after the Reporting Period Page 35 Risk Report Page 35 Overall Assessment of the Group’s Risk Situation – Management View Page 35 Risk Management Page 35 Risk Situation: Development of Individual Risks Page 38 -2- Outlook Page 48 General Management Statement on Expected Company Performance Page 48 Opportunity Report Page 48 Future Economic Environment Page 50 Company Outlook Page 52 Annual Financial Statements of ProSiebenSat.1 Media AG Balance Sheet of ProSiebenSat.1 Media AG Income Statement of ProSiebenSat.1 Media AG Notes to the Financial Statements of ProSiebenSat.1 Media AG Responsibility Statement of the Executive Board Auditor’s Report Financial Calendar and Editorial Information -3- Management Report of ProSiebenSat.1 Media AG for the Financial Year 2010 Business Operations and Business Conditions Overall assessment of the economic situation and business development – management view Net profit at ProSiebenSat.1 Media AG increased considerably in financial year 2010. The earnings growth was driven primarily by a significantly improved financial result. The financial result at ProSiebenSat.1 Media AG is characterized mainly by control and profit transfer agreements with subsidiaries. Another key factor impacting the positive result for financial year 2010 at ProSiebenSat.1 Media AG was the reversals on companies in the ProSiebenSat.1 Group. ProSiebenSat.1 – The Company ProSiebenSat.1 Media AG was founded in 2000 as Germany’s largest television corporation. Today, the Group is an internationally active media company, occupying a leading position in Europe. Its family of stations – with the brands SAT.1, ProSieben, kabel eins and sixx – is number one in the German TV advertising market. The Group also has strong market positions in free TV in the Netherlands with Veronica, NET 5 and SBS 6, in Hungary with TV 2, or in Sweden with Kanal 5 and Kanal 9. The ProSiebenSat.1 Group reaches over 78 million TV households in total with its TV programs and is therefore Europe’s second-largest broadcasting group. Beyond its core business television financed by advertising (free TV), the Group includes numerous Internet brands, stakes in radio stations, print and new media companies, as well as activities in music business, live event and artist management in its portfolio. The Company's headquarters and largest site is in Munich/Unterföhring in Germany. The Group generates about 65% of its revenues there. The ProSiebenSat.1 Group employs approximately 5,000 staff throughout Europe. Business Activities and Markets The ProSiebenSat.1 Group operates in 14 European countries and also works with companies throughout the world in programming development and production. The Group organizes its business activities in three operating segments: “Free TV German-speaking”, “Free TV International” and “Diversification”. · The Free TV German-speaking segment (Germany, Austria and Switzerland) includes the stations SAT.1, ProSieben, kabel eins and sixx as well as the sales companies SevenOneMedia and SevenOne AdFactory. The activities in Austria and Switzerland as well as the Red Arrow Entertainment Group with its sales partner SevenOne International are also consolidated here. · The commercial TV stations in the Benelux countries (Netherlands, Belgium), Northern Europe (Denmark, Finland, Norway, Sweden) and the CEE region -4- (Bulgaria, Hungary, Romania), the vast majority of which are also financed by advertising, constitute the Free TV International segment. · The Diversification segment includes all revenue models not directly dependent on the TV advertising market, such as call TV, online, music, commerce, licensing/merchandising or pay TV and video on demand. Print (Netherlands) and radio (Northern Europe and CEE) are also allocated to the Diversification segment. Organization and Group Structure ProSiebenSat.1 Media AG is the parent company for the ProSiebenSat.1 Group. It is a stock corporation, and is based in Germany. The legal corporate structure did not change in the financial year 2010, the number of consolidated companies in the Group remained virtually unchanged in 2010 compared to the prior year. ProSiebenSat.1 Media AG is the holding company of the Group. In its role as a cross- functional holding, ProSiebenSat.1 Media AG has no operational role but performs the management tasks of a holding company. These tasks include key functions such as corporate strategy, central financing and risk management. The ProSiebenSat.1 Group is managed centrally from Munich/Unterföhring. However, heavily localized markets and target group interests demand customer proximity and local flexibility at the same time. This is why the individual subsidiaries of ProSiebenSat.1 Media AG operate autonomously with full responsibility for revenues in the various countries on the basis of central objectives. The shareholding structure did not change significantly in 2010. In June 16, 2010, the Pro- SiebenSat.1 Media AG signed a share purchase agreement for the news channel N24 and the production company MAZ & More with a group of bidders led by N24 Managing Director Dr. Torsten Rossmann and the former editor-in-chief of the news magazine “Der Spiegel”, Stefan Aust. The companies were deconsolidated as of June 30, 2010. Aside from this sale, the shareholding structure of the ProSiebenSat.1 Group did not change significantly in 2010. One of the most important direct subsidiaries of ProSiebenSat.1 Media AG is ProSiebenSat.1 TV Deutschland GmbH, headquartered in Unterföhring. It bundles the Group companies that operate free TV stations in Germany, Austria and Switzerland. These companies include not only the family of German stations SAT.1, ProSieben, kabel eins and sixx, but also SAT.1 equity holdings in Austria and Switzerland. The sales companies for the core market, Germany – SevenOne Media GmbH and SevenOne AdFactory GmbH – are wholly owned subsidiaries of SevenOne Brands GmbH. The marketing subsidiaries for Austria and Switzerland as well as the Austrian free TV station PULS 4 also fall within its ambit. P7S1 Erste SBS Holding GmbH and P7S1 Zweite SBS Holding GmbH, likewise headquartered in Unterföhring, combine the companies of the former SBS Broadcasting Group. These include the ProSiebenSat.1 Group’s international print and radio services in addition to the TV stations financed by advertising in the Benelux countries, Northern and Eastern Europe. Managing and monitoring powers split between individuals. A stock corporation under German law has three principal governing bodies: the Executive Board, the Supervisory Board and the Annual General Meeting. The governing bodies’ decision-making powers are strictly demarcated from each other. The Executive Board is responsible for the ProSiebenSat.1 Group’s overall performance, and has both professional and disciplinary authority over the managers of the various business segments -5- and holding company units. The Supervisory Board monitors and advises the Executive Board in its conduct of business, and is thus directly involved in all corporate decisions of major importance. The basic rules for this dual management system are defined in the articles of incorporation and in the rules of procedure for the Executive Board and Supervisory Board. The articles of incorporation also define the scope of business activity. According to Section 179 of the German Stock Corporation Act (AktG), they may only be amended by a majority resolution of the Annual General Meeting. The shareholders of ProSiebenSat.1 Media AG exercise their rights of joint administration and oversight at the Annual General Meeting. Each share of common stock confers one vote at the Annual General Meeting; preference shares confer no voting rights, except where prescribed by law. Under Article 19 of the articles of incorporation of ProSiebenSat.1 Media AG, preference shares carrie preferential rights in any distribution of profits, as well as an entitlement to a higher dividend. Intragroup Management System The Executive Board manages the Group and the operating segments of the ProSiebenSat.1 Group by setting strategic targets and monitoring a number of key performance indicators. The internal management system is primarily made up of the following components: · A strategy-setting process · Financial and operational parameters · An integrated budgeting and planning system · Monthly reporting to the Supervisory Board and Executive Board · Ongoing risk and opportunity management · Management by objectives at all levels of the Company Corporate strategy The Executive Board of the ProSiebenSat.1 Media AG decides the corporate strategy, and as a consequence the short-term and long-term operational planning targets