Annual report for the year ended 31 December 2016 INDEX DIRECTORS' REPORT ................................................................................................................... 3 MANAGEMENT RESPONSIBILITY STATEMENT .................................................................... 4 AUDIT REPORT .............................................................................................................................. 5 CONSOLIDATED INCOME STATEMENT ................................................................................... 7 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .......................................... 8 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................... 9 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................. 10 CONSOLIDATED CASH FLOW STATEMENT ........................................................................ 11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES .............................................................................. 12 2. ACCOUNTING ESTIMATES AND JUDGEMENTS ............................................................... 29 3. KEY PERFORMANCE INDICATORS ..................................................................................... 32 4. FINANCIAL RISK MANAGEMENT ....................................................................................... 35 5. SEGMENT REPORTING .......................................................................................................... 48 6. ACQUISITIONS AND DISPOSALS ......................................................................................... 51 7. DETAILS ON CONSOLIDATED INCOME STATEMENT .................................................... 63 8. DETAILS ON CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................... 68 9. COMMITMENTS AND CONTINGENCIES .......................................................................... 101 10. RELATED PARTIES ............................................................................................................... 102 11. SUBSEQUENT EVENTS ....................................................................................................... 106 12. GROUP UNDERTAKINGS ..................................................................................................... 107 1 DIRECTORS’ REPORT, MANAGEMENT RESPONSIBILITY STATEMENT, AUDIT REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 2 Director’s report transmitted in a separate file 3 MANAGEMENT RESPONSIBILITY STATEMENT We, Anke Schäferkordt and Guillaume de Posch, Chief Executive Officers and Elmar Heggen, Chief Financial Officer, confirm, to the best of our knowledge, that these 2016 consolidated financial statements which have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of RTL Group and the undertakings included in the consolidation taken as a whole, and that the Directors’ report includes a fair review of the development and performance of the business and the position of RTL Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Luxembourg, 8 March 2017 Anke Schäferkordt and Guillaume de Posch Elmar Heggen Chief Executive Officers Chief Financial Officer 4 Audit report To the Shareholders of RTL Group S.A. Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of RTL Group S.A. and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December 2016, and the consolidated income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information as set out on pages XXX to XXX. Board of Directors’ responsibility for the consolidated financial statements The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, 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. Responsibility of the “Réviseur d’entreprises agréé” Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier”. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the judgment of the “Réviseur d’entreprises agréé” including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the “Réviseur d’entreprises agréé” considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518 5 Opinion In our opinion, the consolidated financial statements set out on pages XXX to XXX give a true and fair view of the consolidated financial position of the Group as of 31 December 2016, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Other information The Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s report and the Corporate Governance Statement but does not include the consolidated financial statements and our audit report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard Other matter The Corporate Governance Statement includes information required by Article 68bis paragraph (1) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended. Report on other legal and regulatory requirements The Director’s report, is consistent with the consolidated financial statements and has been prepared in accordance with the applicable legal requirements. The information required by Article 68bis paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended and included in the Corporate Governance Statement is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. PricewaterhouseCoopers, Société coopérative Luxembourg, 8 March 2017 Represented by Gilles Vanderweyen Magalie Cormier PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518 6 Annual report for the year ended 31 December 2016 CONSOLIDATED INCOME STATEMENT for the year ended 31 December In € million Notes 2016 2015 Revenue 5.,7.1. 6 237 6 029 Other operating income 7.2. 111 55 Consumption of current programme rights (2 070) (2 015) Depreciation, amortisation, impairment and valuation allowance (215) (199) Other operating expenses 7.3. (2 924) (2 750) Impairment of goodwill and amortisation