Financial Year 2012

stathis65

Financial Year 2012

Financial Year 2012

Analysts’ and Investors’ Conference Call

February 28, 2013

| February 28, 2013

Page 1


2012

Keynote

Thomas Ebeling

Chief Executive Officer

| February 28, 2013

Page 2


Strong operational and financial progress in 2012

Record year for ProSiebenSat.1 in terms of revenues

and recurring EBITDA

Dynamic performance in key growth areas

Digital & Adjacent, Content Production and Distribution

Realization of significant shareholder value through

operational performance and Nordic disposal

Strong progress in the transformation of P7S1 into a

broadcasting, digital entertainment and commerce powerhouse

| February 28, 2013





Page 3


ProSiebenSat.1 has achieved important operational

milestones in 2012

Dynamic growth of Ventures & Commerce business of 121%

First time distribution break even in Germany achieved

Red Arrow: Dynamic expansion into key production territories US & UK

Continued price increases in German TV ad market

External recurring EBITDA.

| February 28, 2013

Page 4


Financial highlights in FY 2012

[in EURm]

Revenues

Recurring EBITDA

| February 28, 2013

2011 and 2012 incl. Nordic and CEE operations, 2011 excl. BE/NL operations.

2,969.1

871.7

Underlying net income 415.1

+7.7% ✔

+2.6% ✔

+34.2% ✔

Page 5


2015e

We are ahead of our 2015 revenue growth target – including

and excluding Broadcasting International

Revenue growth and degree of achievement

[2015 vs. 2010, in percent and EURm]

100

90

80

70

60

50

40

30

20

10

0

>250 >150 >250 >100 >750

22%

Broadcasting

German-speaking

Broadcasting

International

| February 28, 2013

Continuing and discontinued operations. *Revenues excl. 9Live.

68% 67%*

82%

Digital & Adjacent Content Production

& Global Sales

54%

EUR 56m EUR 101m EUR 167m* EUR 82m EUR 406m

P7S1 Group

2015e

FY 2012

FY 2010

FY 2012

54%

realized

40%

linear projection

of CMD target

Page 6


Three out of four segment grew dynamically in 2012

Revenue

growth

vs. FY 2011

Broadcasting

Broadcasting

1 German-speaking 2 International 3

+EUR 6.5m

+0.3%

| February 28, 2013

Continuing and discontinued operations.

+EUR 47.7m

+8.4%

Digital

& Adjacent

+EUR 96.8m

+38.1%

4

Content Production

& Global Sales

+EUR 57.7m

+153.1%

Page 7


Growth of Broadcasting German-speaking slowed

by two factors

Negative effect due to

lower program sales

Revenue growth effect

Less

program

sales

Adjusted

real growth

Total

BCGS

segment

| February 28, 2013

Backloaded nature of key growth topics








Page 8


Attractive high growth profile maintained after Nordic exit

Revenue growth

[in EURm]

2,051*

Thereof already

realized

Degree of

achievement

| February 28, 2013

Continuing operations. *Revenues excl. 9Live.

>250

>150

>50

>50

Broadcasting

German-speaking

EUR 56m

22%

Germany

AUT/CH

Carriage revenues

>250

>150

>100

Digital &

Adjacent

EUR 167m*

67%*

>100

Digital Entertainment

Commerce & Ventures

Content Production &

Global Sales

EUR 82m

82%

2,651

>600

Implied

CAGR

>+5%

2010* 2015e

EUR 305m

51%

Page 9


As a leading TV broadcaster we can uniquely exploit

digital opportunities

Our vision is to become a broadcasting,

digital entertainment and commerce powerhouse

by using our TV power and idle ad inventory.

| February 28, 2013

Page 10


TV driving Digital & Adjacent business

Online

Video

Online

Games

| February 28, 2013

TV Power

Music

Market

Places

Home &

Living

Travel &

Events

Ventures &

Commerce

Dynamic long-term growth potential as well as revenue and cost synergies

Fashion &

Accessories

Sports &

Outdoor

Beauty &

Perfumes

Health

Page 11


Our three key unique strategies

1

2

3

Multi-channel/platform portfolio driven broadcasting strategy

• Free/basic pay mass and well targeted niche channels (covering attractive ad target groups)

• 360° integration

• Ping-Pong TV/Digital

• Innovative distribution income models/partnerships

Two-pillar digital business strategy

• Entertainment: video, games, music

• Commerce: 7 verticals in adjacent segments

Complimentary and synergistic presence in adjacent segments

• Music, live, artist management, production, sports

| February 28, 2013

Page 12


Our three core assets…

Content Idle Ad Space

Significant quantity

and quality of content,

access to studios

| February 28, 2013

Unparalleled

promotion power

Continued value creation through these assets

Cross-promo/

Bundling Power

Complimentary

adjacent business

fields with good

cross-promotion

potential

Page 13


…can uniquely and competitively drive e-commerce value

and revenues…

Media/ad breaks

Appropriate on-screen integration

Intra-/intervertical synergies

D&A bundles (e.g., games, video, music)

Internationalization of D&A partnerships with other TV groups

| February 28, 2013

Page 14


…supported by other levers traditional e-commerce

players do not have

Ad space selling (display, video) via

video/blogger content and selling skills/teams

Sales listing/promo fee (WKZ) leverage

through idle ad space utilization

Driving membership fees via

unique P7 offerings

Launching exclusive brands via our unparalleled

TV and internet promotion power

| February 28, 2013

Page 15


Our new pillars of growth

Digital &

1 TV

2 Distribution 3 4

Adjacent

Grow the market,

SOA growth

| February 28, 2013

Create new

powerful channel

bundles

Strengthen

e-commerce

portfolio, grow

VoD, launch

gaming platforms

Production

Gain scale and

explore low-cost

production

models

Page 16


2012

Axel Salzmann

Chief Financial Officer

Financial Performance Review

| February 28, 2013

Page 17


We have achieved our FY 2012 targets

FY 2012 financial targets and achievement

[incl. discontinued operations]

| February 28, 2013

*2011 and 2012 incl. Nordic and CEE operations, 2011 excl. BE/NL operations.

2012 outlook 2012 achievement

Group revenues mid-single digit growth EUR 2,969.1m +7.7%*

Recurring EBITDA >EUR 850m EUR 871.7m +2.6%*

Interest result and

finance cost reduction

>EUR 50m EUR 66.7m n/a

Underlying net income further improvement EUR 415.1m +34.2%*


Page 18


FY 2012 continuing Group financials

Ext. revenues, ext. recurring EBITDA, ext. EBITDA

[FY 2012, in EURm]

| February 28, 2013

*Incl. Nordic and CEE operations.

Total Group*

Discontinued

operations

Group

(continuing operations)

Revenues 2,969.1 612.9 2,356.2

Recurring costs -2,111.0 -486.4 -1,624.6

Recurring EBITDA 871.7 126.9 744.8

Recurring EBITDA margin 29.4% 20.7% 31.6%

Non-recurring result -78.3 -13.9 -64.4

EBITDA 793.4 113.0 680.4

EBITDA margin 26.7% 18.4% 28.9%

Page 19


FY 2012: Recurring EBITDA of continuing operations

increased by EUR 19m

Consolidated revenues

[in EURm]

2,500

2,000

1,500

1,000

500

0

Continuing operations.

2,199.2

FY 2011

| February 28, 2013

+7.1% +2.7%

2,356.2

FY 2012

Recurring EBITDA

[in EURm]

1,000

800

600

400

200

0

725.5

FY 2011

744.8

FY 2012

Recurring EBITDA margin:

31.6%

Page 20


FY 2012: Digital & Adjacent and Content Production &

Global Sales together delivered revenue growth of >EUR 150m

External revenues

[in EURm]

2,000

1,500

1,000

500

0

Broadcasting

German-speaking

1,903.0

+0.3%

1,909.5

| February 28, 2013

Continuing operations. *Total revenues incl. internal revenues.

Digital & Adjacent

+38.1%

400 351.2

300

200

100

0

254.4

200

150

100

50

0

Content Production &

Global Sales

109.5*

+153.1%

137.5*

FY 2011 FY 2012 FY 2011 FY 2012 FY 2011 FY 2012

TV advertising

revenues: +1.0%

Revenue growth

excl. 9Live*: +47.7%

37.7

95.4

Page 21


Broadcasting German-speaking: Solid TV advertising

revenue growth in Q4 2012

External revenues and recurring EBITDA

[in EURm]

Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments

Ext. revenues 629.3 615.7 +2.2% 1,909.5 1,903.0 +0.3%

Thereof ad revs. 584.8 568.5 +2.9% 1,807.4 1,790.2 +1.0%

Rec. EBITDA 252.0 254.4 -0.9% 660.3 657.7 +0.4%

Continuing operations.

| February 28, 2013

Growing TV advertising

and carriage revenues

have more than offset

lower program sales

Maintained profitability

despite reduced highmargin

program sales

Page 22


Digital & Adjacent: All key business units achieved strong

double-digit revenue growth in FY 2012

External revenues and recurring EBITDA

[in EURm]

Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments

Ext. revenues 122.8 80.7 +52.2% 1 351.2 254.4 +38.1% 2

Rec. EBITDA 30.3 23.7 +27.8% 3 89.7 66.9 +34.1% 4

| February 28, 2013

Continuing operations. 1) 9Live adjusted revenue growth: 52.5%. 2) 9Live adjusted revenue growth: 47.7%.

3) 9Live adjusted rec. EBITDA growth: 34.2%. 4) 9Live adjusted rec. EBITDA growth: 52.0%.

Revenue growth driven by

strong performance of

Ventures unit, maxdome,

Online Games and Music

business

Segment continues to

deliver strong profit growth

as earlier investments pay

off

Page 23


With limited investment of less than EUR 10m for acquisitions

revenue growth accelerated to 48% in Digital & Adjacent

External D&A LTM revenues, LTM recurring EBITDA

[in EURm]

400.0

350.0

300.0

250.0

200.0

150.0

100.0

50.0

0.0

+29%

(y-o-y)

Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012

| February 28, 2013

Continuing operations excl. 9Live. Growth rates based on LTM revenues.

+36%

(y-o-y)

Revenues Recurring EBITDA

+40%

(y-o-y)

+41%

(y-o-y)

+48%

(y-o-y)

Our LTM revenue growth

improved from +29% to

+48% in the past five

quarters

While revenues grew

strongly we have

maintained a recurring

EBITDA margin of ~25%

Page 24


Content Production & Global Sales: Q4 segment profitability

improved on lower integration costs for acquisitions

External revenues, total revenues and recurring EBITDA

[in EURm]

Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments

Ext. revenues 37.3 15.8 +136.1% 95.4 37.7 +153.1%

Total revenues 55.7 34.5 +61.4% 137.5 109.5 +25.6%

Rec. EBITDA 6.2 5.0 +24.0% 4.3 9.6 -55.2%

Continuing operations.

| February 28, 2013

Expansion into key

territories US and UK as

well as in the Nordic region

drove revenue growth in

2012

Segment became profitable

again in Q4 2012 as

integration efforts beared

fruit

Page 25


In FY 2012 underlying net income from continuing operations

exceeded EUR 350m

Income statement

[in EURm, continuing operations]

| February 28, 2013

Continuing operations. *After non-controlling interests.

Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y

Revenues 789.3 712.4 +10.8% 2,356.2 2,199.2 +7.1%

Recurring EBITDA 285.7 281.9 +1.3% 744.8 725.5 +2.7%

Liability for cartel fine ./. ./. ./. -27.7 ./. ./.

Other non-recurring items -16.5 -15.4 -7.1% -36.7 -73.0 +49.7%

EBITDA 269.3 266.5 +1.1% 680.4 652.5 +4.3%

Depreciation and amortization -27.9 -17.2 -62.2% -79.5 -72.0 -10.4%

Operating result (EBIT) 241.3 249.3 -3.2% 600.9 580.5 +3.5%

Financial result -25.9 -58.9 +56.0% -144.4 -232.7 +37.9%

Thereof interest result -31.3 -44.0 +28.9% -153.2 -197.1 +22.3%

Net income *

177.6 166.2 +6.9% 324.7 264.2 +22.9%

Underlying net income 178.9 175.9 +1.7% 355.5 272.4 +30.5%

Page 26


Net debt improved by EUR 38m despite acquisitions in the

amount of >EUR 50m and EUR 246m dividend payment in 2012

Net debt

[in EURm]

1,850

1,800

1,750

1,700

1,818

Net financial debt Financial leverage

improved to 2.0x on

December 31, 2012,

down from 2.1x last

1,780 1

| February 28, 2013

1) Net debt before reclassification of discontinued operations cash of EUR 90.4m. 2) Incl. discontinued operations.

Financial leverage: Net debt/LTM recurring EBITDA: LTM recurring EBITDA of EUR 871.7m for continuing and discontinued operations.

38

12/31/2011 Net debt

reduction

12/31/2012

year

Strong FCF 2 of ~EUR

350m before M&A

enabled us to reduce

net debt, carry out

bolt-on acquisitions

and to pay attractive

dividend

Page 27


Use of Nordic disposal proceeds, 2012 dividend proposal

• ProSiebenSat.1 intends to use a partial amount of EUR 500 million of the

proceeds for a partial prepayment of term debt under the syndicated facilities

agreement of the ProSiebenSat.1 Group

• The remainder of the proceeds will be used for reinvestments in the business of

the Group. Hence a significant portion of the operating cash flow will be available for

other purposes

• In coordination with the company`s majority shareholder Lavena, a holding company

which is jointly controlled by investment funds of KKR and Permira, the company

intends to propose to the coming shareholders` meeting a total dividend

distribution in the order of Euro 1.2 billion provided the transaction will be

successfully consummated and the business performance is developing in line with

expectations

| February 28, 2013

Page 28


Dividend and share class merger proposal 2012

2012 Dividend proposal 1

• Per preference share EUR 5.65

• Per common share EUR 5.63

• Total dividend payout 2 ~EUR 1.2bn

• AGM on July 23, 2013

Dividend payment on July 24, 2013

Share class merger proposal to the AGM

The company intends to propose a mandatory 1:1

conversion of its non-voting preference shares into

voting common shares

In connection with the conversion, which shall be

effected without requirement for the preference

shareholders to pay any premium, all common

shares would be admitted to trading at the stock

exchange

| February 28, 2013

1) The dividend proposal is subject to the successful consummation of the Nordic disposal and business performance developing in line with expectations.

2) Dividend payout calculated on the basis of common and preference shares excluding 6.5m treasury shares.

Page 29


Our revenue growth assumptions for 2013

Revenues

vs.

FY 2012

Continuing operations.

Broadcasting

Digital & Adjacent

1 German-speaking 2

3

| February 28, 2013

Content Production

& Global Sales

low single-

double-digit

double-digit

digit growth

0.3%

growth

47.8%*

growth

153.5%

Page 30


Financial targets for 2013

FY 2013 targets

Group revenue growth

Recurring EBITDA

Net income

Net debt

Continuing operations.

| February 28, 2013

mid-single digit

above prior year

further improvement


2012

Thomas Ebeling

Chief Executive Officer

Operational Performance

| February 28, 2013

Page 32


1.

Thomas Ebeling,

Chief Executive Officer

| February 28, 2013

Broadcasting

German-speaking

Page 33


Ratings impacted by challenging sports year 2012

Austria with good performance

Audience shares

[in percent]

Germany

Austria

Switzerland

| February 28, 2013

FY 2011 FY 2012

28.9%

20.2%

16.1%

27.8%

20.8%

14.6%

Basis for GER: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. CH: Swiss channels SAT.1, ProSieben, kabel eins; key demographics 15–49, since 2011

include solely the use of the Swiss signal/program window. A: Austrian channels SAT.1, ProSieben, kabel eins, PULS 4 and sixx Austria from Jul 3, 2012, onwards. sixx Austria with 0.5% on FY 2012 basis and 1.1% in Q4 2012. Figures for A and CH are based on 24 hours in key demographics (Mon-Sun).

Page 34


Five channel launches and extensions in six years; successful

roll-out of female channel sixx across all German-speaking countries

Launch date

Target audience

Audience shares,

14-49 years

May

2010

20-39

| February 28, 2013

Germany Austria Switzerland

Jan

2013

49-64

MAXX

upcoming

in 2013

40-59

Jan

2008

July

2012

20-40 18-49

3.7

Jan

2013

20-39

1.0

0.4* …

1.1**

~1m

households

FY 2012 YTD FY 2012 H2 2012 Technical reach

Basis for GER: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h. * SAT.1 Gold from Jan 17, 2013, onwards. Period: Jan 1-Feb 26, 2013. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

CH: Due to panel/data conversion no reportable figures for sixx Schweiz available so fare. A: PULS 4 E 12-49 and sixx Austria; ** sixx Austria from Jul 3, 2012, onwards with 1.1 % in H2 2012 and 0.5% on FY 2012 basis. Figures for A and CH are based on 24 hours in key demographics (Mon-Sun).

Page 35


P7S1 is the leading commercial German TV company in 2012

Audience shares in Germany

[in percent]

-1.1%pts -2.0%pts

28.9 27.8 29.3

FY 2011 FY 2012

| February 28, 2013

Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3 h; RTL Group incl. RTL, Vox, Super RTL, n-tv and RTL Nitro from Apr 2012 onwards with 0.4% in 2012.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

27.3

FY 2011 FY 2012

Page 36


Strong ratings position in Commercial Universe

Index

Definition of Commercial Universe

100

Total TV

usage

20 75

5

Ad free

publics

Channels

< 0.5

ratings

TV usage

commercial

universe

| February 28, 2013

Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3 h.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

Ratings in Commercial Universe

2012 in percent; delta vs. 2011 in %pts

37.2

-0.1

35.9

-2.1

P7S1 RTL

Page 37


We have extended our prime time leadership position

even in challenging sports year 2012

Audience shares in prime time

[P7S1 vs. RTL; Δ 2011 and Δ 2012; in percent and %pts]

2011

Prime time

29.7% 28.5%

29.0% 25.6%

-0.7%pts -2.9%pts

Δ 2.2%pts

2012

| February 28, 2013

Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 20.15-23.00 hrs; RTL incl. RTL, Vox, Super RTL, n-tv and RTL Nitro from Apr 2012 onwards.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

Page 38


Strong P7S1 channel positioning and growth opportunities:

New channels and line extensions strengthen station family

Target group structure after age and gender

old

Luxury

channel

upcoming channel existing channels

MAXX

male

female

| February 28, 2013

Basis: All German TV households (Germany + EU); Jan 1, 2012, till Dec 31, 2012. Structure features M 14+ and E 14-49 based on E 14+.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

Kids channel

young

Page 39


Strong position of key channels in relevant target groups

Potential channel reference groups and ratings

[in percent]

20-59 years 14-39 years

10.2%

14.9%

| February 28, 2013

Basis: All German TV households (Germany + EU), TA 1-30, 3-3 hrs; 2012, E 14-49 years.

Source: SevenOn Media, Pricing & Media Strategy.

15.7%

16.7%

Page 40


Successful launch of SAT.1 Gold in January 2013

Strong YTD ratings

in core target group of

Ø 0.4% female aged 49-64 years*

up to 0.9%

up to 0.8%

daily market share in

core target group of

female aged 49-64 years*

daily market share in

target group 14-49**

Top 3 format highlights*

“Fatale Mutterliebe“

2.3%

“Die Rache der

Wanderhure“

1.9%

“Heiratsschwindlerin

mit Liebeskummer”

1.4%

| February 28, 2013

Basis: All German TV households (Germany + EU), Mon-Sun, 3-3h; period: Jan 1-Feb 26, 2013. * Female, 49-64 years; ** “up to 0.8%“ on Jan 17, 2013 (launch day of channel): 14-49 years.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. SAT.1 Gold from January 17, 2013, onwards.

Page 41


Goals for 2013

1

2

3

4

Establish new channels successfully

Improve performance of SAT.1

Establish new hit franchises

Become TV 3.0 leader

| February 28, 2013

Page 42


Strong portfolio of top Hollywood studios ensuring

blockbuster line-up for 2013

| February 28, 2013

Page 43


Strong access to Germany’s most successful production

companies

| February 28, 2013

Florida TV

Creative Joint Venture of

Page 44


One TV brand: multi channel – multi screen

HbbTV

| February 28, 2013

MAXX

.de MAXX.de .de

FREE TV

FREE TV

PAY TV

ONLINE

Page 45


“The Voice of Germany II“ triggering interaction on

“ProSieben Connect“…

• Up to 30.2% (Ø 23.4%)

share of viewing

| February 28, 2013

Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h.

Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research.

• ~100k app users

• 1.7m website users

• 41 min: average length of stay

on live polls

Page 46


… providing brand awareness and improving

TV viewing experience

Effects of TV consumption of “The Voice of Germany”

and “The Voice Connect” usage

[in percent]

“Connect” prompts me to watch the

show on TV

I'm enjoying TVOG on TV even more

In ad breaks during the TV show I’m

using “Connect” instead of zapping

through the channels

Through “Connect” I feel to be

closely connected to the TV show

| February 28, 2013

Basis: 537 “Connect“ users.

Source: SevenOne Media / New Media Research.

49

63

63

62

Page 47


Development of channel concepts for attractive ad target

groups - to be launched in 2013/14

FTA channels

Basic Pay TV

bundles

Mature version of

best channel brand

14-49 years, male orientated

sports channel

| February 28, 2013

MAXX Kids channel Luxury channel

Young target group High household income

target group

14+ years,

knowledge/science channel

14+ years, premium channel

with blockbuster movies and

popular US series

Page 48


Ad market performance

Thomas Ebeling

Chief Executive Officer

| February 28, 2013

Page 49


We achieved our sales priorities for 2012

Increase TV share in media mix

Continue positive pricing development

Maintain leading TV ad share position

(Pilot decentral advertising model)

| February 28, 2013





Page 50


Sustained leading position in German TV ad market,

strong performance in Austria and Switzerland

P7S1 gross TV advertising market share

[in percent]

Germany

Austria

Switzerland

FY 2011 FY 2012

42.3%

30.3%

25.2%

42.8%

32.2%

26.1%

| February 28, 2013

Source: Germany: gross (excl. 9Live), Nielsen Media Research (data status Jan 2013). Austria: gross, Media Focus. Switzerland: gross, Media Focus.

*Own estimates (as of January, 2013).

FY 2012:

Net share

development*

Page 51


TV and Online gain advertising share – at the expense of print

Gross TV ad spendings, Germany

[2012 vs. 2011]

Total 235

0.9%

n.a.

TV

Online

Radio

Newspaper

Magazines

Outdoor, Cinema

-358

-151

| February 28, 2013

Source: Nielsen Media Research (data status Jan 2013).

Δ EURm Media mix, in %pts

15

76

226

427

2.0%

17.3%

5.2%

-6.6%

-3.6%

1.1%

-1.6%pts

-0.7%pts

0.0%pts

0.5%pts

0.2%pts

1.5%pts

Page 52


TV share rises in most top industries,

slight decrease in business services and beverages

Gross TV investments top 10 TV industries, Germany

[2012 vs. 2011, in EURm and percent]

Total

Food

Cosmetics & Toiletries

Trade & Shipment

Business Services

Motor Vehicles

Telecommunication

Beverages

Finance

Pharmacy

Detergents

-33

White line 226

-43

| February 28, 2013

Source: Nielsen Media Research (data status Jan 2013) / SevenOne Media, Market Intelligence, excl. Media.

-30

-34

3

28

26

46

55

73

75

in EURm

1,624

1,428

958

862

840

705

672

607

511

401

Δ in %

11,335 2.0%

-2.0%

5,4%

6.1%

3.4%

9.8%

7.0%

-4.3%

-5.4%

5.3%

0.6%

Δ TV in

media mix, in %pts

0.5%pts

0.6%pts

1.6%pts

3.7%pts

-0.4%pts

0.4%pts

3.4%pts

-0.5%pts

1.9%pts

3.2%pts

0.0%pts

Page 53


Almost 25% net CPT inflation since 2009

Net CPT* development

[Index: 2007 = 100]

120

110

100

90

80

Market net CPT level of year 2000

2007 2008 2009 2010 2011 2012

| February 28, 2013

Source: AGF/GfK-Fernsehforschung / DAP TV Scope / SevenOne Media.

* CPT = Cost per thousand.

Nominal market net CPT now back on level of

year 2000, in real terms still 18% below year 2000

Market

Page 54


Growing net TV ad market for the 3 rd consecutive year

German net TV ad market growth

[in percent]

8.6%

0.7%

2010 2011 2012e Q1 Q2 Q3 Q4

| February 28, 2013

Source: Own estimates based on ZAW.

1.0-2.0%

2012 growth

[in percent]

Page 55


Market research firms expect continuing German TV

advertising growth in 2013

German net TV ad market estimates 2013

[in percent]

+1.5%

+1.9%

+1.3%

| February 28, 2013

Source: ZenithOptimedia Advertising Expenditure Forecasts Dec 2012, Warc International Ad Forecast Nov 2012, PwC German entertainment and media outlook 2012-2016 Oct 2012.

Page 56


Germany: Sales outlook 2013

1

2

3

4

Positive start in January and February

Market expected to be flat to slightly positive for full year

TV and online will continue to gain at the expense of print

P7S1 in line with or slightly above market

| February 28, 2013

Page 57


Distribution

Conrad Albert

Member of the Executive Board for

| February 28, 2013

Legal, Distribution & Regulatory Affairs

Page 58


Distribution established as key pillar of P7S1 strategy

Distribution as growth pillar

� Growth of

existing

Pay TV

business

| February 28, 2013


� Roll-out of Break even

HD in the

German

market

in Germany

Sustainable growth with

more than EUR 100m revenue

growth potential until 2015

• Grow HD

• Grow Pay

• Launch new services

• Establish innovative business

models and strategic partnerships

Page 59


Three major growth drivers

1

2

3

HD

Proliferation of platforms

Consumer demand for new services

| February 28, 2013

Sale of HD ready devices

increased by 70% in 2012

Sale of tablets in Germany

increased by more than 53% in 2012

Platforms show increased need for

attractive content and new functions

Page 60


Distribution transformed from loss maker into generator of

profit

EBITDA

[Germany, in EURm]

2011 2012e

| February 28, 2013

Delta:

EUR 19m

Germany

Distribution break even

reached in

Q4 2012

DACH

Distribution break even

will be reached by

Q2 2013


Page 61


Customer growth supports revenue potential

HD Free subscribers

[Germany, AoP, in m]

2.6

Dec 2012

6.8

Dec 2015

| February 28, 2013

Source: P7S1 own inquiry.

Note: Subscribers refers to paying subscriptions for Germany.

Pay TV subscribers

[Germany, AoP, in m]

3.3

Dec 2012

5.9

Dec 2015

Page 62


Six levers for future growth

ARPU drivers

• Attractive channel package

• Basic pay at the edge of premium

• Attractive offerings beyond TV

• User-focused technical features

| February 28, 2013

• HD penetration

Volume drivers

• Distribution on all platforms

Page 63


Distribution evolves into wholesale of bundled offerings

Music

and

Games

| February 28, 2013

Free TV

Pay TV VoD

•Increase ARPU

•Utilize platform’s technical reach

•Meet user‘s needs – everywhere

•Use synergies

Strategic rationale

Page 64


3. Digital & Adjacent

Dr. Christian Wegner

Chief Digital & Adjacent Officer

| February 28, 2013

Page 65


Dynamic growth of 48% and attractive margin of 25%

Online Video Online Games

| February 28, 2013

Note: External revenue growth excluding 9Live. Recurring EBITDA margin based on external revenues.

Ventures &

Commerce

Dynamic revenue growth of 48%

Attractive recurring EBITDA margin of 25%

Music

Page 66


Market leader with dynamic growth…

2012

vs.

2011

Online Video Online Games

#1 InStream

Video Ad Sales

#1 Pay VoD

+27%

| February 28, 2013

Note: External revenue growth rates 2012 vs. 2011.

Ventures &

Commerce

Music

Leading publisher #1 Media investor #1 Independent label

+65% +121% +37%

Page 67


We are overall well on track to exceed CMD target

D&A revenue growth plan & delivery

[in EURm]

185

238

2010 2011 2012 2013e 2014e 2015e

| February 28, 2013

Continuing operations excluding 9Live.

With revenues of EUR 352m we have already

achieved 67% of our CMD growth target

352

435

CMD Target

+250

Page 68


We are the online video market leader

Online Video

• 1 Sales market leader: 1.8bn video views, 49% SoA

• 2 MyVideo is combining the best of TV and Online

• 3 Best practice Social TV and strong mobile products

• 4

maxdome is VoD market leader with unrivaled content offering

| February 28, 2013

Page 69


1

InStream video market leadership with 1.8bn video views

InStream video ad market

[Gross, EURm, Germany]

168

+27%

214

2011 2012

| February 28, 2013

Source: Nielsen Media Research 2012.

Note: *2012; incl. UGC, incl. mandates; source: own estimates and Webtrekk.

Other

19%

SevenOne Media: 1.8bn video views* in 2012

InStream video, advertising market share

[Gross, Germany]

2012

SevenOne Media

49%

IP

32%

Page 70


2

Successful online first events on MyVideo

Video views: own sources.

| February 28, 2013

VVs: 5m

VVs: 1.5m

VVs: 30m

VVs: 5m

VVs: 3.7m

upcoming

Page 71


2

13 webstar channels successfully launched –

reaching more than 13.5m* total video views in 2012

7m

total

video

views

Let’s Play Together

Up to 200k

views

per show

| February 28, 2013

* P7S1 Webstars video views in total on MyVideo and YouTube.

72k

Facebook

fans

1.5m

video views

within 2

months

Pietsmiet’s Hard Reset

Up to 200k

views

per show

30k

fans within

8 weeks

Page 72


2

Launch webstar live events: 8h gaming and poker

Last Man Standing

March 1

launch

date

• Live Poker event with eight high-reach webstars

• Production sponsorship by Pokerstars.de

• Potential for serial format

| February 28, 2013

• Two webstar teams playing against each other for 8h

• Community base for both teams: 2.5m subscribers

• Community can support their teams with energy drinks,

snacks, etc., through online voting

Webstar Poker

• Live Poker event with 8 high-reach webstars

• Production sponsorship by Pokerstars.de

March

• Teasering and highlights on YouTube

launch

date

Page 73


2

Leveraging innovation in digital production

Web-only studios in Unterföhring and Cologne

• Up to 7 web-only sets in Unterföhring and Cologne

• High end quality through HD infrastructure…

• …with low budget production costs: below € 100/min

| February 28, 2013

Mobile Streaming: Studio-to-go

• First “Studio in a Box” solution for web live streaming

• Live streaming from anywhere

• Developed and assembled by ProSiebenSat.1 Digital

Page 74


3

Innovative Second Screen/Social TV apps: "Connect"

Second Screen App Social Media

• Meeting point to interact with other viewers

(~100k app users, 1.7m website users)

• Live polls enrich experience ("Applausometer") –

Ø length of stay 41min

| February 28, 2013

Second Screen app

of P7S1

• "The Voice of Germany" featured on top social

media channels (0.7m Facebook fans)

• Formats trigger TV viewing, interaction, and

provide background information

• Advertising deals with Volkswagen and Vodafone

Page 75


4

maxdome is the leader in the German VoD market

Source: GFK 2013.

9%

7%

3% 1%

3%

13%

Other

7%

SVoD + TVoD

Market Germany

2012

| February 28, 2013

17%

40%

Significant growth of active users

[k]

500

+60%

800

2011 2012

Page 76


4

Science

and docu-

mentation

maxdome offers an extensive catalogue of 50.000+ titles

Shows

| February 28, 2013

Series

Movies

� Access to local content

� In-house production capabilities

Music

� Strong relationships with US studios

TV Center

Kids

Nightclub

Page 77


4

Improve maxdome user experience on all platforms

TV screen Web

Mobile

• Finish rolling out new Smart TV client

by end of Q2 2013

• Easier to use, better performance

• Improved content discovery and

recommendations

| February 28, 2013

• Launch of new portal in Q2 2013

• Enhanced user experience and

interface

• Launch of mobile apps by March 2013

• Available for iOS and Android

• Step-by-step access to full maxdome

SVoD catalogue

Page 78


Online Games with strong licensing partnerships and

international performance

Online Games

1 • Already 60% of revenues generated outside Germany

2 • Successful start of licensing partnership with Sony

•3 Expansion of international media partnerships

• Launch of mobile aggregation platform

4

| February 28, 2013

Page 79


1

Dynamic growth of Online Games fueled by strong

pipeline and international media partnerships

Significant registrations growth

[m]

8.2

+95%

| February 28, 2013

16.0

2011 2012

Share of international licensing business

[%]

Germany

42%

2012

58%

International

Page 80


2

Two blockbuster titles successfully launched in 2012

June '12

launch

date

| February 28, 2013

>2 m

registrations

Nov '12

launch

date

>1.5 m

registrations

Page 81


3

14 international TV and Online partnerships –

Lighthouse partnerships signed with TF1 and Doğan

Existing partner Under negotiation

| February 28, 2013

Existing partnerships Lighthouse examples

• 34 leads currently under

advanced negotiations

• Partnership with TF1 started in Aug

• French games market with 24m

active gamers and EUR 3bn

consumer spending

• Exclusive partnership signed with

Doğan TV Holding in October

• Turkish games market with 22m

active gamers

Page 82


4

Launch of mobile aggregation games app replicating online

channelling success

| February 28, 2013

Source: Newzoo 2012, PWC 2012-2016.

• Aggregator and curator

of mobile games

• Stimulation of multidevice

gaming activities

• Cross-promotion

opportunities

Officially launched in Germany in January

2013 supported by exclusive partnership

with

Page 83


Strong performance in Ventures & Commerce

Ventures & Commerce

•1 Unique position enabled dynamic revenue growth of 121%

•2 Clear focus on 7 segments, 3 business models & strong ecosystem

Portfolio of 52 ongoing deals, thereof 9 strategic deals

•3 Launch of incubation with experienced leadership team

| February 28, 2013

Page 84


1

Unique position enabled dynamic revenue growth

Significant revenue growth

[EURm]

+121%

2011 2012

| February 28, 2013

Page 85


2

Clear focus on seven segments, three business models &

strong ecosystem

Opportunistic

Strategic

Incubation

Ecosystem

Market

Places

| February 28, 2013

Travel &

Events

Online marketing

agency

Sports &

Outdoor

Beauty &

Perfumes

43 deals

Health

New Incubator: Epic companies

Creative

agency

Fashion &

Accessories

Home &

Living

In progress

Page 86


2

Focus on assets with 5 sources of synergies

Sales promotion

budgets (WKZ)

Subscription/

membership

revenues

| February 28, 2013

Transaction

income

Monetization of

video content

Private Label

Page 87


2

Strategic: new SevenVentures deals

Beauty &

Perfumes

• Premium online beauty

shopping (perfumes, beauty

and personal care)

• Two-step investment based on

milestones, P7S1 currently with

13.6% stake (up to 25.2%)

| February 28, 2013

Sports &

Outdoor

• Digital market place for outdoor

products

• Path-to-majority investment

(up to 100%) based on

milestones, current stake of

19.9%

Fashion &

Accessories

• Innovative and user-friendly

fashion search engine

• Path-to-majority investment,

current stake of 22.1%

Page 88


3

New e-commerce incubator in Berlin led by strong team

Mato Peric

• Previously global partner at Rocket Internet GmbH

• CEO of Rocket Internet’s global e-commerce portfolio

| February 28, 2013

Uli Erxleben

• Previously MD USA at Rocket

Internet

• Interim-CEO of 3 ventures

Adrian Frenzel

• Previously senior engagement

manager at McKinsey

• 5 years experience of production

systems design

Janosch Novak

• Previously Global CFO at Rocket

Internet GmbH

• Led development of global finance

standards

Page 89


3

First incubation project "Gymondo“ launched within

10 weeks

| February 28, 2013

• New online fitness portal with personal training videos

• Workout anywhere, anytime with mobile apps

• Users receive an individual training plan depending on

personal workout targets

• Personal statistics & Facebook peer group comparison

• Monthly membership fee of 12.90 EUR

Page 90


P7S1 launched first accelerator program in Germany

Application

• Application criteria

• Early-stage

• Product or prototype

• 100+ applications

• 20 pitch finalists invited

• Up to 7 start-ups

selected into program

| February 28, 2013

Coaching &

Mentoring

Contacts

Networking

Funding

Office space

• Individual advice, workshops

• E.g., legal, finance, tech

• Media & online professionals

• Contacts into P7S1 world

• Dinners/networking events

• Access to industry experts

• EUR 25k

• "Media hub" Unterfoehring

First program to start in April 2013

3 months

Demo Day

• Present to

• VCs

• Angels

• Executives

• Raise capital

• Find customers

• Create awareness

Page 91


60% of top 20 artists promoted by Starwatch;

8 Gold/Platinum albums

Music

1 • Strong growth: +37% in flat markets

2 • Expansion into live events and ticketing

• Huge success story with Heino's new album

3

| February 28, 2013

Page 92


1

Starwatch is media major No. 1 in Germany –

unique combination of music label and "Power of TV"

Significant revenue growth

[EURm]

+37%

2011 2012

| February 28, 2013

Gold

Platinum

60% of top 20 artists promoted

by Starwatch

Alanis Morissette, Joe Cocker, Lena,

Led Zeppelin, Adya

Xavier Naidoo, Santiano,

Peter Maffay & Tabaluga

Exclusive Robbie Williams image

campaign on ProSieben

Page 93


2

Starwatch is expanding into live events and ticketing

• Over 50 live media cooperations

• First sport project "Nitro Circus"

• Numerous branded entertainment cooperations

(incl. Tarzan, Rocky, Apassionata)

| February 28, 2013

Live Ticketing

• Launched in January 2013

• Deep integration into ProSiebenSat.1 world

• Ticket sales across all channels as well as

own event developments

11

Page 94


3

Heino's cover album "Mit freundlichen Grüßen"

going straight to No. 1 at launch

| February 28, 2013

• New cover song album going straight to #1 chart position

• Amazon bestseller rank from #3,500 to #1 within one day

• Most legally downloaded German album ever

• Exceptionally positive reviews (4.5 stars on Amazon)

• Huge media coverage across all channels (TV, online, print, social)

• Media presence in key TV programs

Page 95


We see further upside potential beyond our initial CMD target

D&A revenue target

[in EURm]

185*

| February 28, 2013

*Continuing operations excl. 9live.

435

2010 2015e

Additional growth potential beyond our plan

A

B

C

Bolt-on acquisitions

New incubation activities

Increased digital market growth

Page 96


3.

Thomas Ebeling

Chief Executive Officer

| February 28, 2013

Content Production &

Global Sales

Page 97


Solid growth in scale across portfolio of activities in 2012

| February 28, 2013

Development

Production

Sales

• More than 500 formats currently in development

• 350+ pitch-ready titles

• 600+ hours produced in 2012,

covering both scripted and non-scripted content

• 500+ titles in the 2012 catalogue

• Programs sold into more than 150 countries

Page 98


Powerful footprint in key territories USA and UK established:

Four acquisitions in 2012

Source: Nielsen / BARB.

115m TV households 27m TV households

August 2012

December 2011

August 2010

| February 28, 2013

May 2012

March 2012

March 2012

April 2011

February 2011

18 production assets across nine territories

Page 99


… generating top-rated shows for leading broadcasters

| February 28, 2013

2 nd season

Page 100


Stellar ratings for “THE TASTE” premiere on ABC

(No.1 non-fiction debut in two years)

• Also picked up by Nine (AUS), FOX (India), M6 (FR)

• Food-based competition-elimination series

• Four superstar chefs, including Nigella Lawson

• Format innovation with first-time ever blind tasting

| February 28, 2013

Page 101


Recent global sales success and broadcaster traction in both

scripted and non-fiction genres

| February 28, 2013

1

Page 102


Red Arrow International is a preferred partner for

sought-after programs

• Star comeback:

Jean Reno’s first TV

lead role since 90’s

• Sold into 120+

territories

| February 28, 2013

• Top partnership:

Netflix secured as

co-producer for

second season

• Sold into 130+

territories

• International hit:

Rose d’Or and Emmy

Award winner

• Sold to 30+

territories

• Unique content:

high quality Englishlanguage

TV movies

with renowned cast

Ability to secure distribution rights against strong competition driven by

excellent track record of packaging and pre-selling shows

• Volume deals with top

broadcasters (incl. M6

FR, Antena3 SP)

Page 103


Rapid sales success since Hong Kong launch in Q3 2012

Asia: Booming TV market and advertising revenues

with >50% of TV households worldwide

Source: IDATE, according to World Television Markets January 2012.

| February 28, 2013

Source: IDATE, according to World Television Markets January 2012.

India, Singapore, Philippines,

New Zealand, Australia

China, 26 eps.

Thailand, 26 eps.

China (CCTV), 52 eps.

Page 104


From a start-up to top 10 in under three years

Rank Independent production group 1

1

2

3

4

5

6

7

8 Red Arrow Entertainment Group

9

10

FremantleMedia

Endemol

Shine

All3Media

Zodiak

Banijay

Eyeworks

Talpa

Tinopolis

| February 28, 2013

Based on est. 2011 revenues. Source: Red Arrow analysis and company information.

1Defined as working independently regardless of ownership by a broadcaster group or studio.

Rank 1 Distribution company

1

2

3

4

5

6

7

8

BBC Worldwide

FremantleMedia

ITV Global Entertainment

Endemol (EWD)

Red Arrow International

Zodiak Rights

Shine

All3Media

Page 105

Based on 2011 gross revenues. Source: Red Arrow analysis and company information.

1Cut-off at EUR 50m gross revenues.


Strategic priorities for 2013

1

2

3

4

5

Continue to drive Red Arrow profitability and growth

Grow global presence in key factual reality and entertainment genres

Continuously optimize portfolio

Drive IP rights portfolio

Maintain healthy balance between original and 3 rd -party content

| February 28, 2013

Page 106


Summary and Outlook

Thomas Ebeling

Chief Executive Officer

| February 28, 2013

Page 107


Excellent performance in 2012 – good start into 2013

✔ Strong financial performance in 2012

✔ Further successful progress in executing our growth strategy




Promising start into 2013 in all segments

Very dynamic growth outside traditional TV business continues

Further revenue and earnings growth targeted for 2013 and beyond

| February 28, 2013

Page 108


Disclaimer

This presentation contains "forward-looking statements" regarding ProSiebenSat.1 Media AG ("ProSiebenSat.1")

or ProSiebenSat.1 Group, including opinions, estimates and projections regarding ProSiebenSat.1's or

ProSiebenSat.1 Group's financial position, business strategy, plans and objectives of management and future

operations. Such forward-looking statements involve known and unknown risks, uncertainties and other important

factors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1

Group to be materially different from future results, performance or achievements expressed or implied by such

forward-looking statements. These forward-looking statements speak only as of the date of this presentation and

are based on numerous assumptions which may or may not prove to be correct.

No representation or warranty, expressed or implied, is made by ProSiebenSat.1 with respect to the fairness,

completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. The

information in this presentation is subject to change without notice, it may be incomplete or condensed, and it

may not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1

undertakes no obligation to publicly update or revise any forward-looking statements or other information stated

herein, whether as a result of new information, future events or otherwise.

| February 28, 2013

Page 109


| February 28, 2013

Page 110

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