annual report 2014 Contents: 2014 Highlights 2 • Chairman’s Report 4 Chief Executive Officer’s report 6 • Television 10 Live 12 • Digital and Ventures 14 • Board of Directors 18 Directors’ Report 20 • Remuneration Report 25 Operating and Financial Review 39 • Corporate Governance 44 Financial Report 55 • Shareholder information 119 Corporate directory 121 AGM: the annual general meeting of the Company will take place at 10.00am (AEST) on Wednesday, 19 November at Level 37, 2 Park Street, Sydney NSW. touching 11.7m With its pre-eminent suite of media assets, strong balance sheet and broad management expertise, Nine Entertainment is uniquely positioned as Australia’s leading media and entertainment company. 1990 1997 2007 2010 2011 WIN affiliation ninemsn Acquired Ticketek Nine Network Mi9 formed agreement with Nine joint venture and Sydney launched digital as umbrella to Network commenced established Superdome ^ channel, GEM digital businesses A rich and vibrant history of media and entertainment in Australia 1956 1992 2007 2009 2011 Nine Network NBN becomes Nine’s Acquired NBN Nine Network launched New investment in Established affiliate in Northern digital channel, Go! Yellow Brick Road New South Wales ^ with its long-term lease over Allphones Arena nine entertainment co. holdings limited abn 122 203 892 touching 11.7m australian lives August 2014 December SVOD Joint 2012 July 2013 November 2013 2013 Venture with Divestment of Acquired Nine Acquired Microsoft’s Listed on the Australian April 2014 Fairfax Media ACP Magazines Adelaide 50% interest in Mi9 Securities Exchange Tipstone formed established ➜ 2013 September 2013 November 2013 January 2014 June 2014 Divestment of Acquired Nine Perth Daily Mail Australia Move to 1 hour News Debt refinancing interest in iSelect Joint Venture established completed Annual Report 2014 1 Operational highlights In FY14, our first result following the December 2013 IPO, NEC exceeded Prospectus forecasts at every level. Revenue was 0.8% ahead of Prospectus, while Group EBITDA was 2% higher. Net Profit after tax of $144.2m was 3.4% above our Prospectus forecasts, and was 5.5% ahead of FY13. Operating momentum was evidenced at each of our businesses, TV, Live and Digital, as our competitive position continues to improve. Closing Net Debt of $537m was below expectations which reflected our continued focus on Operating Free Cash Flow. Following completion of the IPO and the subsequent debt refinancing, we have a strong balance sheet with significant flexibility. Pro Forma Prospectus Pro Forma Pro Forma Variance Forecast $m FY14 FY13 % FY14 Revenue 1,578.3 1,493.0 +5.8 1,565.9 Group EBITDA 311.0 297.2 +4.7 305.0 Depreciation and Amortisation (51.7) (47.1) +9.8 (52.9) EBIT 259.3 250.1 +3.7 252.1 Net interest (expense)/income (54.3) (56.6) +4.1 (52.7) Net Profit before Tax and Specific items 205.0 193.5 +5.9 199.3 Tax (Expense)/benefits (60.8) (56.8) +7.0 (59.8) Net Profit/(Loss) after Tax 144.2 136.7 +5.5 139.5 EPS, c 16.4 nm 15.8 Dividend per share, c 4.2 – 4.1 44% of Australians now participate in “social TV” behaviour 2 nine entertainment co. Listed on the Australian Securities Exchange in December 2013 with a recapitalised balance sheet and international investor base FY14 result ahead of Prospectus forecasts Fifth consecutive year of ratings improvement in calendar 2013, winning all key advertiser demographics with positive momentum in 2014 Integration of Adelaide and Perth TV acquisitions Record year for Live business with strong contributions from each of its principal business lines Reclaiming control of our digital future following 100% acquisition of Mi9 in November Preparation to launch Australia’s first mainstream Subscription Video on Demand service later this year in joint venture with Fairfax Media Establishment of Nine Cares, which contributed more than $30m to the broader community in FY14 Restructuring of Group debt provides increased flexibility and c $20m p.a. interest cost savings from FY15 Operating Free Cash Flow up $38m to $272m (Pro Forma basis) Net Debt at June year end of $537m reflects conservative Net Leverage of 1.7X Maiden final dividend of 4.2 cents per share, consistent with the targeted payout ratio of 50–60% of NPAT Financial Position Pro Forma Pro Forma 30 Jun 2014 30 Jun 2013 Variance Net Debt $m 537.3 601.7 –64.4 Net Leverage 1.7X 2.0X –0.3X Annual Report 2014 3 Chairman’s report A portfolio of businesses that independently have momentum but that are increasingly inter-twined, and the ability to grow this portfolio On behalf of the Board of Directors, I am pleased We believe we have the pre-eminent suite of to present the Nine Entertainment Co. (NEC) media assets in Australia, and with our balance Annual Report for the 2014 financial year, the sheet and management expertise, we are first since listing on the Australian Securities well placed to build from this solid base. The Exchange in December 2013. NEC is one of boundaries between our traditional sectors Australia’s premier media companies, with a of TV, Digital and Live Events are becoming portfolio of assets not replicated anywhere in increasingly blurred. The bringing together of the world: Australia’s number 1 rating Free to Air our TV and Digital businesses reflects this change television network across all key demographics, in mindset. They are both, after all, primarily Australia’s market leading ticketing services advertising driven businesses which share the provider, Australia’s largest indoor sports arena, same client base. And much of the content that a number of Australia’s most trafficked digital we pride ourselves on, can similarly reach across news websites as well as being primed to launch our different businesses. Australia’s first mainstream Subscription Video “Having emerged from Our planned launch of an SVOD business, On Demand (SVOD) service. a period where we were currently internally referred to as “StreamCo”, primarily focused on NEC finished the 2014 financial year ahead of its is an opportunity that has come out of this satisfying covenants, with Pro Forma Prospectus forecasts, reporting year- evolution. We are excited by the prospect of a new shareholder base on-year growth in Pro Forma revenue of 6% and working with our joint venture partner, Fairfax and conservative capital EBITDA of 5%, despite a marked softening in the Media, on this new business opportunity. structure, we are now advertising market over the second half of the With our long history in Australian commercial year. Growth in profitability was underpinned by television, and Fairfax’s strength in digital and stronger than ever, with the improved operating performances of Nine subscription services, the Board believes that momentum across each Network and Nine Live, whilst the Pro Forma StreamCo is in a strong position to bring a of our business units and results for Nine Digital, somewhat distorted mainstream SVOD service to all Australians. a focus on long-term by the change in ownership structure and Moreover, as two of Australia’s pre-eminent shareholder value operating model for the business, were in line media companies, our ability to market and creation.” with expectations. Following the release of promote the service will be second to none. NEC’s full year results, the Directors declared the The media sector in Australia continues to Company’s maiden dividend to shareholders of operate within the regulatory framework 4.2 cents per share. established in the 1990s. We remain supportive This result is the first in the next chapter of of the removal of outdated legislation, which NEC’s evolution. Having emerged from a period will enable the industry to operate more where we were primarily focused on satisfying efficiently and sustainably in light of the evolving covenants, with a new shareholder base and industry transformation driven by digitisation. conservative capital structure, we are now We consider that it is important that Australian stronger than ever, with momentum across each media can operate without artificial barriers in of our business units. The Board’s focus is now a world where media consumption has become firmly on how we build long-term sustainable barrier free. With a low level of underlying shareholder value, whilst ensuring operating leverage and a clear focus on enhancing performance is optimised and governance shareholder value, the Board and management standards are maintained. team will be looking for opportunities to expand the company’s current portfolio of businesses in a deregulated environment. However, like all things we do, the Board will ensure that any opportunities are pursued only after meeting strict strategic and economic return measures. 4 nine entertainment co. We are committed to internal policies and practices that reflect good corporate governance and comply with the requirements applicable to Australian listed companies. As an employer of more than 3,800 people around Australia, we are similarly focused on providing an inclusive workplace that attracts the very best employees, irrespective of gender, race or ethnicity. Further details of our corporate governance and diversity policies can be found on page 44 of this Annual Report. In closing, I would like to thank all your company’s management and staff for their ongoing commitment and focus. Listing on the Australian Securities Exchange requires an enormous amount of time and effort and during this period, the business did not miss a beat but continued to gain momentum. The management team, led by David Gyngell, now have the added responsibilities of being a listed company and the focus on shareholder value and lifting shareholder returns is tangible. Thank you also to my fellow Board members NEC reaches who have supported the management team and myself throughout the year.