2016 Annual Report Entertaining Australia 2 The Year in Brief 4 Chairman’s Address 6 Chief Executive’s Address 8 Operational results 12 Other businesses 14 Nine’s place in the community 16 Governance 18 Building the future 20 Board of Directors 22 Directors’ Report 27 Remuneration Report 45 Operating and Financial Review 49 Financial Report 107 Shareholder Information ibc Corporate Directory Create Great Content Distribute it Broadly Engage Audiences and Advertisers Nine Entertainment Co. 2016 Annual Report Entertaining Australia Nine Entertainment Co. 1 In FY16, NEC reported Group EBITDA from continuing businesses of $202 million, down 7% on FY15 on revenue of $1.3 billion. Net Profit after Tax declined by 7% to $120.3 million compared to the Pro Forma FY15 result. Earnings per share were down 0.7% on a lower share count due to the on-market buy-back. Statutory Net Profit after Specific Items was $325 million, inclusive of the profit on the sale of Nine Live. Operationally, the impact of a difficult Free To Air television market was offset by a group-wide cost improvement and double digital EBITDA growth from a refocussed digital business. Operating free cash flow for the year, ex the cash impact of the Warner Specific Item, was $157 million. Net Debt at 30 June 2016 was $178 million — during the year, $164 million was returned to shareholders through dividends and the on-market share buy-back, $89 million was invested in Southern Cross Media and a further $37 million in Stan. $m FY16 FY15 Variance Revenue1 1,282.4 1,371.4 -6.5% Group EBITDA1 201.7 217.2 -7.1% NPAT, before Specific Items1 120.3 129.5 -7.1% Statutory Net NPAT, after Specific Items 324.8 (592.2) — Operating Free Cash Flow1 157.4 237.5 -33.7% Earnings per Share, before Specific Items — cents1 13.7 13.8 -0.7% Dividend per Share — cents 12.0 9.2 +30.4% 1. Pro Forma Reported Reported 30 June 2016 30 June 2015 Net Debt, $m 177.6 524.3 (346.7) Net leverage1 0.9x 1.8x Statutory Interest Cover 40.1x 10.8x During FY16, Nine Entertainment Co. has focussed on the repositioning of its business from a linear free to air broadcaster, to a creator and distributor of cross-platform, premium content. While the Nine Network remains core, it is now complemented by Australia’s leading local subscription video on demand operator (Stan), a state-of the art live streaming and catch-up service, 9Now, a leading edge digital network nine.com.au and a broadening array of digital content. When it comes to evolving a media brand for the future, engaging audiences across all platforms with world class content and reinvesting for success, Nine is delivering on all fronts. New 1.9m2 10.5m+ #1 affiliate deal with registered Australians have broadcast Southern users of watched network in 25-54 Cross Media 1 rights secured demographic through 2022 on improved terms The Year in Brief Notes: 1. Source: 12 months to June 2016, survey weeks, 6am-midnight 2. As at September 2016 3. Source: Omniture 2 Annual Report 2016 Financial HighlightsFinancial Operational/ Video streams Launch of 500,000+ up 14% active subscribers of Industry wide to 392m across licence fee the year3 reduction Nine Entertainment Co. 3 On behalf of the Board of Directors, I am In a positive and welcome move, the In November last year, the Board pleased to present the Nine Entertainment Government implemented a licence fee welcomed the appointment of Hugh Marks, Co. (NEC) Annual Report for the 2016 reduction to 3.375%, which was announced as the new Chief Executive Officer. Hugh financial year, my first as Chairman. in the May budget. However, our licencing is a highly successful veteran of the media regime remains unfair to Australian and production industry, with almost 2016 has been a challenging year for the broadcasters. The licence fee is in addition 20 years experience as a senior executive Free To Air industry generally, and for to the usual company and consumption in content production and broadcasting in Nine. As a Company, we have used this taxes. Not only does the Australian Free Australia and internationally. His previous period wisely, continuing to broaden the To Air Industry remain liable for these position as a non-executive director of business beyond linear broadcasting to taxes but of course it has local content NEC has enabled a very smooth transition. be a major content creator and distributor and production requirements as well. His vision and commitment to the future across multiple platforms. With leading Licencing tax and content rules do not of the business have been welcomed. platforms across free-to-air, AVOD and apply to foreign entrants now delivering SVOD and a suite of local broadcast Hugh succeeded David Gyngell content to Australian viewers and directly and digital content — including the key who decided to retire, after eight competing with Australian broadcasters. genres of News, Sports, Reality, lifestyle tireless years as CEO of NEC. He led The licencing regime is anachronistic, and drama — the Company is uniquely the Company through a significant it was conceived for a media world positioned in a market where overall restructuring, whilst remaining an active that has passed and is out of step with television viewership is growing in a and inspiring leader on a day-to-day arrangements in other developed markets. universe of proliferating choice. basis. We were delighted when David Despite a number of proposals to deal agreed to continue his long association Nine leads the industry in this direction. with the issue, the media industry is still with Nine as a Non-Executive Director. In particular, our SVOD joint venture subject to rules that might have been with Fairfax, Stan, continues on a growth I also acknowledge the contribution of once relevant but have been overtaken trajectory surpassing our expectations our other retiring Directors during the by the pace of change and technological and is now firmly locked in as the year, in particular, David Haslingden who advance, rules such as retransmission leading domestic player in this growing stepped down as Chairman in March arrangements, reach, and licence fees. space. 9Now, our state-of-the-art AVOD to focus on other business interests. However, as we have proven with platform is also grabbing consumers’ David joined the Board in February our recent affiliate agreement with attention, with 1.9 million registered users 2013, and during his time as Chairman, Southern Cross, we can and will seek and consistent growth in streams and oversaw the successful public market float out commercial opportunities where they engagement since launch in early 2016. of the group. Kevin Crowe and Steve present themselves. This deal has been Both are great examples of leveraging Martinez also retired during the year. clearly beneficial for both companies. the power of broadcast television onto Both nominees of Apollo Management, other platforms and reaching a larger In May, Think TV was formed — a new Steve and Kevin were committed Board audience. We are constantly looking for industry body bringing together the free- members since February 2013 making other similar opportunities. to-air and subscription television industries invaluable contributions throughout their in Australia with a mandate to promote tenure. In particular, we acknowledge Following the release of the full year television advertising in broadcast quality Steve’s willingness to remain a Director results, the Directors declared a dividend content environments. We welcome this after Apollo’s sell-down, as we replenished to shareholders of 4.0 cents per share, first real sign of a commitment to work the Board. bringing total dividends for the year to together for the good of the industry, and 12.0 cents per share, fully franked and During the year, we appointed Elizabeth we expect there will be more initiatives an 86% payout of pre Specific Item Gaines and Catherine West as Directors. to come, driving television’s share of earnings. As we stated at our full year Both bring strong skills to the Board the advertising pie, as well as exploring results announcement, dividends in FY17 which now has a majority of independent the potential for further infrastructure will be determined based on a 80 — 100% Directors. Together, the Board has an co-operation. payout of earnings prior to Specific Items, impressive mix of complementary skills although likely to be more evenly weighted from international media to finance between the interim and the final than in and public market experience, and a FY16 to better reflect our cash-profile. commitment to work in the interests of all shareholders. I want to touch briefly on the events Chairman’s in Beirut in April when four members of a 60 Minutes team, who were covering a Address child rescue story, were imprisoned for a short period of time. NEC commissioned an extensive independent review of the events leading up to the incident to ascertain what had gone wrong and what should have been done better. There were failures that exposed the crew to serious risk, and 60 Minutes and Nine to significant reputational damage. 4 Annual Report 2016 We have an obligation to our staff, our shareholders and our viewers to operate in ways consistent with our reputation as a leading producer of News and Current Affairs and we have committed to enhanced processes relating to story selection and approval, how we approve contracts and payments, and the way we conduct risk assessments. These procedures will be verified on a regular basis. During the year, the Board completed Address Chairman’s the details of the long term incentive plan for its key executives.