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Annual Report 2012
Key figures
in CHF mill. 2012 2011 Change
Income Statement
Operating revenues 1 052.4 1 117.2 –5.8%
Operating income before depreciationand amortisation (EBITDA) 203.4 237.7 –14.4%
Margin 19.3% 21.3% –9.2%
Operating income (EBIT) 143.0 180.8 –20.9%
Margin 13.6% 16.2% –16.0%
Net income 152.0 178.8 –15.0%
Operating revenue by division (third parties)
Print Regional 484.3 531.8 –8.9%
Print National 420.3 447.4 –6.0%
Digital 147.8 138.0 7.1%
Balance Sheet
Current assets 324.9 410.2 –20.8%
Non-current assets 1 756.0 1 330.8 32.0%
Balance sheet total 2 080.9 1 741.0 19.5%
Liabilities 892.6 785.2 13.7%
Equity 1 188.3 955.8 24.3%
Financial Key Data
Equity ratio 57.1 54.9 4.0%
Return on equity 12.8 18.7 –31.6%
Employee Key Data
Headcount as of balance sheet date 1 3 471 3 330 4.2%
Operating revenues per employee 2 in CHF 000 313.2 338.4 –7.5%
Key figures per share
Net income per share in CHF 14.54 16.82 –13.6%
Dividends per share in CHF 4.50 3 5.75 –21.7%
Dividend yield 4.4% 4.9% –11.2%
Price/earnings ratio 4 x 7.1 6.9 2.0%
1 Number of full-time equivalents of continuing operations
2 Based on the average number of employees
3 Proposed appropriation of profit by the Board of Directors
4 Based on year-end price
1Excerpt from the Annual Report 2012
Contents
Survey 1
Editorial by the Chairman of the Board of Directors 2Board of Directors 4Remarks from the CEO 6Management Board 8
Organisation Chart 10
Annual Report 2012 11
Operational reporting and market conditions 13Financial reporting 26Multi-year comparison 33Information for investors 34Tamedia Group 36Tamedia AG 103Corporate Governance 113
Contacts 126
Addresses 126Imprint 128
Survey
2
Editorial by the Chairman of the Board of Directors
Dynamic growth in challenging circumstances
Excerpt from the Annual Report 2012
Dr. Pietro Supino, Chairman of the Board of Directors
Ladies and Gentlemen
The 2012 financial year was a challenging one for Tamedia. The economic climate was relatively positive despite
the strength of the Swiss franc; however this was not reflected in the financial results of advertising, an impor-
tant market for the media sector. Furthermore, the expected acceleration of structural changes took effect.
The corporate response to this development is first of all improvements in efficiency, which extends to col-
laboration with other independent media corporations. Secondly, we are developing new business areas, par-
ticularly with regard to the 20 Minuten and digital media. We also expect long-term solutions to come from
the payment models for the expanded digital content of our subscription newspapers. In this regard we are
reliant on our digital payment models not being exposed to competition from free services offered by SRG,
which is largely financed by television licence fees.
The 2012 financial year was marked by rapid growth at Tamedia. We have invested in strengthening the
field of investigative journalism with the expansion of the research desk of Le Matin Dimanche and Son-ntagsZeitung and also through our investigative journalism summer course initiative at Columbia University
in New York. The online and print editorial teams of 20 Minuten and the Tages-Anzeiger are successfully under-
going a challenging process of convergence. The SonntagsZeitung, thanks to cooperation with the Bund and the
Basler Zeitung, is now in the process of becoming the most circulated Sunday paper in Switzerland. We have
launched two promising magazines: the national lifestyle magazine Encore and the multilingual supplement
Auto. Our real estate platform Homegate strengthened its leading market position with its investment in
Immostreet. In collaboration with Ringier, we have taken over the jobs platform jobs.ch. Combined with our job
portals alpha.ch, jobsuchmaschine.ch, jobup.ch and jobwinner.ch this provides an excellent starting point in an
important business area for us: the job advert market. In collaboration with our partner at 20 minuti, publisher
Giacomo Salvioni, we were able to invest in the leading online portal tio.ch in Ticino. Following the success-
ful creation of the Luxemburg commuter newspaper L’essentiel in partnership with Editpress, at year-end we
were able to lay the foundation for substantial expansion abroad, thanks to the acquisition of the Danish
commuter paper MetroXpress. We are also making progress in the printing business: since September, the BielerTagblatt has been produced in the Berne printing centre and from April the printing of the Basler Zeitung will
be taken over by us in Zurich.
We should be proud of achieving this dynamic growth under challenging conditions. With net income of
CHF 152 million and a margin of 14%, 2012 was also a financially encouraging year. However, extraordinary
effects once again had a positive inf luence on the income statement. The net income achieved by the ordi-
nary business was some CHF 120 million, while it had been around CHF 160 million in the previous year. Even
though 2011 had been the best financial year in the company’s history, this is still a disappointing perform-
ance. In addition to the strategic steps presented, cost measures were also introduced in order to compensate
for a reduction in the margin. On a positive note, the balance sheet shows that after financing the acquisition
of Edipresse Suisse, Tamedia was again largely debt free at the end of 2012. However, since then we have again
had to borrow substantial funds for the acquisition of jobs.ch. Repayment of these borrowed funds is to be made
in the next two to three years from the current business. Against this backdrop, the Board of Directors will
propose to the General Meeting that a dividend of CHF 4.50 per share be distributed.
This encouraging company growth and positive net income have only been made possible thanks to the
work of our Management Board and our employees. On behalf of the Board of Directors, I would like to extend
my warm thanks to you all. Special thanks go to Martin Kall, who led the operational business from 2002 until
the end of 2012. He was fundamental in optimising our business and setting the course for long-term contin-
ued growth. In so doing, he has laid the foundation for encouraging company growth. He also contributed
greatly to the individual steps along the way. Unfortunately, he has decided to step down after ten years of
service. Martin Kall has left the company in excellent condition. He has left behind a well-prepared successor
in Christoph Tonini, a solid and experienced management team, competent and committed employees, and
a company that occupies a strong position in attractive markets. The Board of Directors will propose to the
General Meeting that it should elect Martin Kall to the Board of Directors. We would be delighted to continue
to work together with him in this new capacity.
It is with regret that we must report the passing of one of the Members of the Board of Directors in the sum-
mer. Charles von Graffenried died a few days before his 87th birthday following a short illness. Throughout
his life, he was an impressive individual with various spheres of inf luence. Indeed, he helped to shape the
Swiss media landscape – as the creator and publisher of the Berner Zeitung, the founder and Chairman of
Espace Media Groupe, the publisher of Bund, a partner in the merger of Espace Media and Tamedia and since
then, a member of Tamedia’s Board of Directors. Already prior to that, he had an impact on Tamedia, advis-
ing my family – formerly the sole and now the majority owner – and coming up with the name Tamedia.
We will always feel indebted to him.
On reaching the end of his term in office, Martin Bachem has decided to leave the Board of Directors. Aged
55 and an economist, he has served as Chairman of the Board of Directors of Ziegler Druck- und Verlags-AG
since 1996 and is a member of the founding family. My colleagues on the Board of Directors and I regret that
he has decided to leave the Board, which he has enriched with his conscientious and skilled work. He has
decided to leave the Board of Directors in order to avoid a conflict of interest as Ziegler Druck- und Verlags-
AG, in which Tamedia holds a 20% share, is taken forward. Our thanks and best wishes go with him.
My cousin Andreas Schulthess has announced his resignation from the Board of Directors. He wishes to pur-
sue a new career path, and so, after six years as a member of the Board, is unfortunately not standing for re-
election to it. I would like to thank him, also on behalf of the Board of Directors, for his great commitment in
a time of fundamental change in the company. We are delighted that he has decided to remain affiliated with
the company as a family shareholder. The Board of Directors will propose to the General Meeting the election
of my cousin Claudia Coninx-Kaczynski as his successor in the Board of Directors. Aged 39 and a lawyer, she
studied at the University of Zurich and the London School of Economics and Political Sciences before carry-
ing out research work at the University of Zurich, after which she led the business of a real estate company as
a member of the Board of Directors. Today her responsibilities also include her role as member of the Board
of Directors of P.A. Media AG, a subsidiary of Swisscontent AG.
Dr. Pietro Supino
Chairman of the Board of Directors
3Excerpt from the Annual Report 2012
Pietro Supino, Chairman of the Board of Directors, Chairman of the Journalism Committee, Chairman of the Nominat-
ing and Compensation Committee, Chairman of the Business Development Committee Dr. Pietro Supino (CH/I/1965)
has been Chairman and publisher since May 2007. He was elected to the Board of Directors of Tamedia in 1991. Between
1989 and 1998 Pietro Supino gained experience as a lawyer and in business consultancy before founding a private bank
with partners in Zurich. Among other responsibilities, he is currently Chairman of the Board of Directors of Espace
Media AG, Vice Chairman of Tamedia Publications romandes S.A., a member of the Board of Directors of Le Temps SA
and of the Swiss news agency Schweizerische Depeschenagentur AG, as well as Vice Chairman of the Board of the Swiss
Media Association. Pietro Supino completed his studies in law and economics with a doctorate from the University of
St. Gallen. He has also been admitted to the Zurich bar and holds a Masters from the London School of Economics and
Political Sciences. He attended the Columbia School of Journalism in New York, which prepared him well for his future
as a publisher. He has been a member of the Board of Visitors since 2012.
Tibère Adler, Member of the Nominating and Compensation Committee Tibère Adler (CH/1963) has been a member of
the Board of Directors since May 2011. He studied law at Geneva University and subsequently passed his bar examina-
tions. He obtained an Executive MBA from the renowned International Institute for Management Development (IMD)
in Lausanne. Having worked in an independent capacity as a lawyer and legal counsel to the Association of Publishers
for the French-speaking Press, Tibère Adler joined Edipresse in 1993, where he undertook a number of different func-
tions: Legal Advisor, Head of HR Management, Administrative Director, General Secretary, Director of Edipresse Online,
Vice General Manager and General Manager of Edipresse Suisse. From 2005 to mid 2011 he was responsible for the entire
Edipresse Group in the capacity of General Manager (CEO). Tibère Adler sits as an independent member on the boards
of directors of various Swiss companies. He is Chairman of the Swiss Board Institute foundation and Honorary Presi-
dent of Médias Suisses, the association of French-speaking private Swiss media, in Lausanne.
Martin Bachem, Chairman of the Audit Committee Dr. Martin Bachem (CH/1958) joined the Board of Directors in May
2010. He graduated from the University of Zurich with a doctorate in economics and undertook financial training pro-
grammes in New York and Chicago. He began his professional career in 1985 as a capital market specialist with J. P. Mor-
gan. Between 1990 and 1994 he ran the Risk Management Advisory Services department at Swiss Bank Corporation,
before being appointed Chief Operating Officer of Investment Banking Switzerland in 1995. In this role he coordinated
the merger of the investment banks of Swiss Bank Corporation and Union Bank of Switzerland. In 2003 he took over
global responsibility for Group Human Resources at UBS AG in the capacity of Chief Operating Officer. Martin Bachem
has been self-employed since 2007. As a representative of the founding family, he has also been a member of the Board
of Directors of Ziegler Druck- und Verlags-AG since 1985 and Chairman since 1995.
Pierre Lamunière, Member of the Business Development Committee Pierre Lamunière (CH/1950) has been a member
of the Board of Directors since May 2009. After completing his studies in the US (MBA Wharton School, University of
Pennsylvania) Pierre Lamunière joined Edipresse Group in 1977. From 1987, he headed the company as General Man-
ager, and in 1998 he was named Chairman of the Board of Directors and Chief Executive Officer. From 1997 to 2002
Pierre Lamunière served on the Board of Directors of Swiss Post. He is Chairman of Lamunière SA and its subsidiaries.
Pierre Lamunière is also a member of the Management Board of the International Federation of the Periodical Press (FIPP)
where he served as Chairman from 2007 to 2009. Since March 2008, he has been on the Board of Directors of Banque
Cantonal Vaudoise (BCV).
Board of Directors
4 Excerpt from the Annual Report 2012
Pietro Supino Tibère Adler Martin Bachem Pierre Lamunière
Konstantin Richter, Member of the Audit Committee, Member of the Journalism Committee Konstantin Richter
(D/1971) has been a member of the Board of Directors since 2004. After completing his studies in English Literature and
Philosophy in the UK (MA, Edinburgh) and in Journalism in the US (MS, Columbia University), Konstantin Richter
worked as a journalist for English-language publications for several years. He was Assistant Editor at the Columbia Jour-nalism Review in New York and the Cambodia Daily in Phnom Penh, and worked as Staff Reporter for the Wall Street Jour-nal in Brussels. Today he works as a freelance journalist and writer. He is the author of the novels “Bettermann” (2007)
and “Kafka war jung und er brauchte das Geld” (2011) and writes for Die Zeit and Welt am Sonntag.
Iwan Rickenbacher, Member of the Journalism Committee, Member of the Business Development Committee Prof.
Dr. Iwan Rickenbacher (CH/1943) has been a member of the Board of Directors since 1996. He began his professional
career in 1975 as Director of the Teachers’ College of the Canton of Schwyz. From 1988 to 1992, he served as General
Secretary of the Christian Democratic People’s Party of Switzerland (CVP) in Berne. In 1992, he established his own com-
munications consulting firm. In 2000, he was appointed Honorary Professor at the University of Berne. He is a mem-
ber of the Board of Directors of Eskamed AG, Basel, and Chairman of the Board of Trustees of the Lucerne-based Swiss
School of Journalism (MAZ). After obtaining his teacher’s certificate, Iwan Rickenbacher studied educational sciences
and graduated with a doctorate.
Andreas Schulthess, Member of the Audit Committee, Member of the Nominating and Compensation
Committee Andreas Schulthess (CH/1970) has been a member of the Board of Directors since May 2007. He began his
career in 1993 working part-time in the Human Resources Department of Tamedia. After completing his university stud-
ies, he became an IT business consultant in 2000, specialising in new technologies and e-business at Applied Interna-
tional Informatics and Cap Gemini (Switzerland) Ltd. During that time he also worked abroad, including one year in
Vienna, where he built up a new consulting team. After completing his professional training as a coach and subsequent
work experience in the field of management and personal development, he returned to operational human resources.
From 2005 to 2011, he worked in the Human Resources Department of Swiss Life Schweiz AG, where he headed up
Human Resources Management Switzerland. Andreas Schulthess graduated from the University of Zurich in 1999 with
a Master’s degree in economics. He also completed a postgraduate programme, obtaining an Executive Master of Human
Resources Management from the Institute for Applied Psychology in Zurich.
5Excerpt from the Annual Report 2012
Konstantin Richter Iwan Rickenbacher Andreas Schulthess
Survey
6 Excerpt from the Annual Report 2012
Remarks from the CEO
Well positioned to turn media change into success
Christoph Tonini, Chief Executive Officer
Over the last year Tamedia has continued to expand its activities in digital media and has made a decisive next
step across our borders without losing sight of the core newspapers and magazine business in Switzerland. As
a result of this strategy we have achieved a solid result in a challenging market environment and have cre-
ated sound growth opportunities for the future.
The print advertising market continued to decline in 2012, and job and financial market adverts were par-
ticularly affected by the sluggish pace of the economy. Tamedia’s focus was on maintaining the quality of the
content in the daily newspapers that our readership is accustomed to while countering the decline in sales
and net income by adapting our cost structure. Our strong position in different newspaper markets did, how-
ever, also allow us to launch the bilingual magazine supplements Encore and Auto, and to tap into new sales
potential with the cooperation between SonntagsZeitung and Bund in Berne. At the same time, our media ben-
efited from the economies of scale of a nationally active media group that operates in key service areas such
as newspaper printing. Thanks to these measures, the Print Regional division actually achieved a slight
increase in its result despite experiencing a decline in sales.
In the profitable Print National division, the media dependent on the financial sector in particular suffered
a significant fall in sales. Equally, the ongoing high losses posted by daily newspaper Le Matin, published in
western Switzerland, are a cause for concern. On the other hand, the 20 Minuten media network once again
strengthened its position in the Swiss media market in 2012. Over recent years, the 20 Minuten team was able
to win over readers in western Switzerland with 20 minutes, while also developing the commuter newspaper
market in Luxembourg with L’essentiel. Since the launch of the Italian-language commuter newspaper 20 minutione-and-a-half years ago, 20 Minuten has become the only daily newspaper network in Switzerland to cover
all three major language regions. As our investment in MetroXpress in Denmark shows, we are also prepared
to put our experience in the commuter newspaper market and news websites to good use in other countries.
We firmly believe that the 20 Minuten concept that has proven successful in Switzerland will also meet with
great success in Denmark. If the development of MetroXpress is as successful as we expect, we are likely to
invest further in foreign media markets.
7Excerpt from the Annual Report 2012
The most important step for Tamedia in 2012,
however, was taken here in Switzerland. In the
autumn, we invested in the leading jobs platform
provider, jobs.ch AG, together with our partners
Ringier. By making this investment in the clear mar-
ket leader and acquiring a significant stake in the
company, we have also been able to gain a foothold
in the most profitable sector of the online classifieds
market. Tamedia and Ringier intend further expand-
ing this market presence in the online classifieds sec-
tor over the coming years. For this reason, we have
integrated the strong platforms we already held,
alpha.ch, jobup.ch and jobwinner.ch into jobs.ch AG.
Homegate.ch has also further consolidated its position
as the market leader in real estate portals by invest-
ing in immostreet.ch. With both homegate.ch and jobs.chwe now occupy a unique position in the Swiss online
classifieds market. The two leading news websites 20Minuten Online and Newsnet, as well as the high-reach
directory platform search.ch, complete our unique
online portfolio.
Despite our impressive position in the user mar-
ket, the Digital business division did not perform as
well as expected. Investments in the expansion of
search.ch and fashionfriends.ch had a negative impact
on earnings, the development of the digital display
advertising market was more sluggish than antici-
pated, and an increasing number of users are access-
ing our news websites via mobile devices. Mobile
advertising, however, is not yet widely used in the
advertising sector. With projects to develop the
mobile advertising market, joint projects at
20 Minuten and the Tages-Anzeiger, the setting-up of
digital payment models for newspaper subscrip-
tions, and the investments in jobs.ch and
immostreet.ch, we are well placed to strengthen
income from the Digital division. And where digital
projects do not meet our targets, we respond quickly
and take the appropriate actions, as was the case
with the deals platform scoup.ch last year.
In the autumn, Rolf Bollmann, who had been a
member of the Management Board since 2005 and
responsible for our media in Zurich since 2008,
decided to take on a new challenge as CEO of Basler
Zeitung Medien. I would like to express my sincere
thanks to him for his successful commitment at
Tamedia. At the start of the year, I had the pleasure
of taking over as Chief Executive Officer from Mar-
tin Kall. Tamedia owes a lot to his successful and tire-
less commitment and without it, our company
would not be as well positioned on the Swiss media
market as it is today. We would also be without
the economic means to independently and
autonomously shape our future. I would like to
thank him for this and also for the close cooperation
that we have enjoyed over the past years. I am happy
to say that he is likely to continue to be involved
with Tamedia as a Member of the Board of Directors.
I would also like to express my thanks to the Tame-
dia Board of Directors for the confidence they have
placed in me with my appointment to CEO, and to
you, the shareholders, for your commitment to
Tamedia.
Christoph Tonini
Chief Executive Officer
Segment information
in CHF 000 2012 2011
Print Regional 546 784 618 199
Print National 421 026 449 241
Digital 148 187 144 270
Eliminations (63 601) (94 519)
Operating revenues 1 052 397 1 117 192
Print Regional (452 268) (519 863)
Print National (323 896) (334 738)
Digital (136 476) (119 440)
Eliminations 63 601 94 519
Operating expenses (849 039) (879 523)
Print Regional 94 516 98 336
Print National 97 131 114 502
Digital 11 711 24 830
Operating income
before depreciation and
amortisation (EBITDA) 203 358 237 669
Print Regional 17.3% 15.9%
Print National 23.1% 25.5%
Digital 7.9% 17.2%
EBITDA margin 19.3% 21.3%
Management Board
8 Excerpt from the Annual Report 2012
Christoph Tonini, Chief Executive Officer Christoph Tonini (CH/I/1969) has been Chief Executive Officer of Tame-
dia since January 2013. He joined Tamedia in April 2003 as Chief Financial Officer and member of the Man-
agement Board. In recent years he has headed the Services, Newspapers Switzerland, Media Switzerland and
most recently the Digital & 20 Minuten Division, among other responsibilities. He was also Deputy CEO from
2007. Before joining Tamedia, Christoph Tonini held various positions for Ringier between 1998 and 2003.
Ultimately, he held the position of Head of Ringier Hungary and Romania. Christoph Tonini completed an
MBA at St. Gallen University from 2001 to 2003. Prior to that, he completed an apprenticeship in offset print-
ing and studied at the Swiss Engineering School for Printing and Packaging (esig) in Lausanne from 1990 to
1993.
Christoph Brand, Head of the Digital Division Christoph Brand (CH/1969) has been a member of the Management
Board since 1 October 2012 and is responsible for the Digital Division. Formerly CEO of software company
Adcubum, Christoph Brand was CEO of telecommunications firm Sunrise from 2006 to 2010, where he imple-
mented a successful growth strategy. Prior to this, Brand, who studied economics at the University of Berne,
held key positions at Bluewin and Swisscom, lastly as Chief Strategy Officer and member of the Group Exec-
utive Board. In addition to his operational responsibilities, he also served on the boards of directors of Direc-
tories, Cinetrade, Swisscom Mobile and Micronas.
Ueli Eckstein, Head of the Regional Media German-speaking Switzerland Division Ueli Eckstein (CH/1952) has been
a member of the Management Board since September 2009 and is responsible for the Regional Media German-
speaking Switzerland Division. He was previously Deputy CEO and head of AZ Medien’s print media division.
A trained typesetter, Ueli Eckstein had already worked for Tamedia during the period from 1976 until 1997.
After having worked as an accountant for the former Tages-Anzeiger AG, he was, among other activities, a
member of the management board, the manager of the accounting department and director of controlling
and deputy publishing director of the Tages-Anzeiger. From 1995 to 1997, before changing to AZ Medien, Ueli
Eckstein managed the publishing division of the SonntagsZeitung. His education included studies at the Tech-
nical School of the Graphic Arts Industry Zurich (TGZ) and the Controller-Akademie Gauting in Germany.
Marcel Kohler, Head of the 20 Minuten Division Marcel Kohler (CH/1960) has been a member of the Management
Board since January 2013 and is responsible for the 20 Minuten Division. He had previously been CEO of the
20 Minuten media network since 2006. He entered the media industry in 1982 when he joined Schaff hauserBock. From 1985 Marcel Kohler worked in the publishing division of the Neue Zürcher Zeitung for over 20 years.
He initially held the position of key-account manager, before progressing to sales manager, head of advertis-
ing and deputy publishing director. He was also a member of the project team responsible for the launch of
NZZ am Sonntag. He completed sales management training at the Swiss Marketing and Advertising Institute
(SAWI) in Biel as well as further training in systems marketing at the University St. Gallen.
Christoph Tonini Christoph Brand Ueli Eckstein Marcel Kohler
9Excerpt from the Annual Report 2012
Sandro Macciacchini, Head of the Finances Division Sandro Macciacchini (CH/1966) has been a member of the
Management Board since 1 January 2008 and is responsible for the Finances Division. He took over as head
of Tamedia’s Legal Department in 2003. He completed his law studies in 1995, qualifying as an attorney-at-
law and beginning his career at a Berne-based law firm before working as a legal counsel for the Swiss Press
Association until 1999. Sandro Macciacchini completed his dissertation on media law in April 2003. In 2006
he completed CAS training in financial and business accounting, and in 2009 he was awarded a Master of
Advanced Studies Corporate Finance degree.
Serge Reymond, Head of the Publications romandes and Media German-speaking Switzerland Division Serge Rey-
mond (CH/1963) has been a member of the Management Board since 1 May 2011 and is responsible for the
Edipresse Suisse Division. With effect from the start of 2012, he also took on responsibility for the Media Ger-
man-speaking Switzerland Division, which was newly created at that time. Serge Reymond studied mathemat-
ics and economics at Lausanne University, gaining a first degree and an MBA. Prior to joining Tamedia, he
worked for Galenica and the Swatch Group, among others, before taking on the management of the kiosk
retail and distribution company Naville-Détail based in western Switzerland in 1997. In 2007 Serge Reymond
was appointed as the CEO of the entire Naville Group. Serge Reymond joined the Edipresse Group as deputy
chief executive officer in 2009, taking on the role of CEO of Edipresse Suisse (Tamedia Publications roman-
des) with effect from 1 June 2009.
Andreas Schaffner, Head of the Publishing Services Division Andreas Schaffner (CH/F/1963) has been a member
of the Management Board since 1 November 2009 and is responsible for the Publishing Services Division. In
this position he is responsible for the three printing centres in Berne, Lausanne and Zurich, as well as the areas
preliminary services, publishing logistics and reader-market services. After completing a bookbinder appren-
ticeship, Andreas Schaffner acquired professional and management experience in the graphic arts industry
prior to studying engineering at the Ecole Suisse d’Ingénieur des Industries Graphiques in Lausanne. In 1995
he joined Ringier as a project manager, where he headed various services and printing areas before becoming
CEO of Ringier Print Adligenswil in 2005. Andreas Schaffner, who successfully completed a part-time Execu-
tive MBA, was a member of the Ringier Switzerland Management Board from 2007 to 2009.
Serge Reymond Andreas SchaffnerSandro Macciacchini
Excerpt from the Annual Report 201210
Organisation Chart (Status 1 January 2013)
Share
hold
ers
Meetin
g o
f Tam
edia
AG
Board
of D
irecto
rs
Managem
ent B
oard
Secre
tary
Genera
l
Reto
Spiri
Hum
an R
esourc
es
Jacquelin
e W
üth
rich
Chairm
an
Pie
tro S
upin
o2, 3
, 4, 5
Mem
bers
Tib
ère
Adle
r1, 3
, 5
Martin
Bachem
1
Pie
rre L
am
uniè
re4, 5
Konsta
ntin
Ric
hte
r1, 2
Iwan R
ickenbacher
2, 4
Andre
as S
chulth
ess
1, 3
CEO
Chris
toph T
onin
i2, 3
, 4, 5
1M
em
bers o
f the A
udit C
om
mitte
e
2M
em
bers o
f the Jo
urn
alism
Com
mitte
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3M
em
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om
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mitte
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4M
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5M
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oard
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Publica
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mandes S
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Pro
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munic
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Chris
toph Z
imm
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Regio
nal M
edia
Germ
an-
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witz
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nd
Ueli E
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in
Esp
ace
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ia:
Ban
tiger P
ost
Bern
erb
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BZ
Bern
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Der B
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BZ
Lan
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thale
r Tagb
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Th
un
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mtsa
nzeig
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Med
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urich
:
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Gla
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llen
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er &
Alp
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Tagb
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er S
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Tages-A
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Zü
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Particip
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ns:
BO
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Excerpt from the Annual Report 2012
Annual Report 2012
12
Table of contents
Operational reporting and market conditions 13
Market assessment 13Segment reporting in overview 15
Print Regional 15Print National 19Digital 22
The business divisions at a glance (exhibit) 25
Financial reporting 26
Financial overview 26Changes in the group of consolidated companies 27Revenues (operating revenues) 28Operating expenses 28Operating income before depreciation and amortisation (EBITDA) 29Balance sheet and shareholders’ equity 30
Multi-year comparison 33
Information for investors 34
Tamedia Group 36
Consolidated income statement 36Consolidated statement of comprehensive income 37Consolidated balance sheet 38Consolidated cash flow statement 39Statement of changes in equity 40Notes to the consolidated financial statements 41
Consolidation and measurement principles 41Notes to the consolidated income statement, balance sheet,statement of cash flows and statement of changes in equity 51Further disclosures in relation to the consolidated financial statements 88
Report of the statutory auditors 101
Tamedia AG 103
Income statement 103Balance sheet 104Notes to the annual financial statements 106
Basic principles 106Notes 107
Proposed appropriation of profit by the Board of Directors 110Report of the statutory auditors 111
Corporate Governance 113
Group structure and shareholders 113Capital structure 116Board of Directors 117Management Board 121Compensation report: Compensation, shareholdings and loans 121Shareholders’ rights 122Changes of control and defensive measures 123Statutory auditors 124Information policy 125
13Excerpt from the Annual Report 2012
Market assessment
No growth in advertising market in 2012; Print continues to fall
The Swiss economy was dominated last year by the fall-out from the economic crisis in the
eurozone and by the strength of the Swiss franc. With GDP growth of 1.0 per cent, the
Swiss economy was, however, able to more than hold its own by international standards.
Whilst private consumption, capital expenditure and imports developed positively,
exports and public spending stagnated. The construction industry recorded a significant
fall in performance. The mid-year unemployment rate was 2.9 per cent, slightly higher
than the previous year’s figure of 2.8 per cent. The jobless figures reached their lowest
level of 2.7 per cent in June 2012, after an easing of the situation on the labour market
during the first six months. They subsequently rose again steadily, reaching their highest
level for 2012 at 3.3 per cent in December.
The Swiss advertising market stagnated last year. According to Media Focus, a joint ven-
ture between GfK Switzerland and Nielsen, gross advertising exposure, which is simply an
expression of published prices and does not include discounts, fell by 0.1 per cent. Increas-
ing advertising exposure was recorded by the tobacco (+22 per cent), cosmetics and per-
sonal care (+13 per cent) and IT and office supplies (+11 per cent) segments. In contrast,
particularly negative trends were recorded by telecommunications (–13 per cent), enter-
tainment electronics and photography (–12 per cent) and clothing and linens (–10 per
cent). The two major retailers Coop and Migros again remained by far the largest advertis-
ers in Switzerland in 2012.
Newspapers and magazines still hold the largest share of the advertising market, with
49 per cent, although there was another drop in market share compared with the previ-
ous year (52 per cent). Meanwhile, television was able to make further gains. Accounting
for a market share of 32 per cent, television continued to occupy second place, as in pre-
vious years (2011: 30 per cent), followed by outdoor advertising, which accounted for 11
per cent (2011: 10 per cent). Classic online advertising accounted for 3 per cent of gross
advertising exposure, as in the previous year. The reported figures for online advertising
again do not include spending on search engine optimisation or classified advertisements,
which recorded a further rise.
Advertising statistics from WEMF AG für Werbemedienforschung, which are based on
net advertising revenues as reported by the media companies and thus ref lect actual mar-
ket developments more reliably, show a decline of 11 per cent. Advertising sales fell across
all forms of print media. Particularly hard hit were the financial and business press (–15
per cent) and the general interest and daily press (–12 per cent in each case). The tense
situation on the labour market was ref lected in the job advertisements market. The num-
ber of job advertisements placed in the Swiss press decreased by 26 per cent according to
advertising statistics provided by WEMF. At the same time, this sharp drop highlights the
structural change affecting the job advertisement segment. Whilst the overall market for
job advertisements stagnated according to the Adecco Swiss Market Job Index, the num-
ber of advertisements being placed on internet portals rose by 6 per cent.
The State Secretariat for Economic Affairs (SECO) and the leading economic forecasters
expect to see a moderate upturn in the economic environment over the current year. The
Operational reporting and market conditions
jobless figures, however, can be expected to rise slightly. On this basis, Tamedia is expect-
ing an ambivalent year for the Swiss advertising industry, with no turnaround anticipated
until the end of 2013 at the earliest.
Operational reporting and market conditions
14 Excerpt from the Annual Report 2012
DailiesRegionalweeklies
Sundaypress
Financial andbusiness
pressPublicpress
Specialinterest
Professionalperiodicals Total Print
Net advertising expenditure Print 2012
in CHF mill. 2011 2012
1575
1350
1125
900
675
450
225
0
767
45 41
159 147
45 38
375331
49 46 68 64
Source: Inseratestatistik WEMF AG für Werbemedienforschung
1613
873
1434
15Excerpt from the Annual Report 2012
Segment reporting in overview
Print Regional
Media performance in the Print Regional business division was dominated in the year under
review by falling income from print advertising. Nevertheless, thanks to the successful
new strategies of various media offerings and measures to improve efficiency, income fell
only slightly compared with the previous year.
The daily newspaper 24 heures, published in western Switzerland, celebrated its 250th
anniversary in 2012. The highlight of the anniversary celebrations was the spectacular “Le
Mur du Son” staged in September in Lausanne. Sales and income at the newspaper were
down during the reporting year. The readership figures for this traditional Vaud newspa-
per, however, grew slightly.
The total circulation of BZ Berner Zeitung, encompassing BZ Berner Zeitung, BZ LangenthalerTagblatt, TT Thuner Tagblatt, BO Berner Oberländer and Der Bund, recorded a strong level of
income despite falling sales. In July 2012, the BZ Berner Zeitung group was strengthened by
the addition of the leading Oberaargau daily, BZ Langenthaler Tagblatt. The circulation and
readership figures for all of the BZ Berner Zeitung publications increased slightly on a year-
on-year basis.
The Berne-based daily Der Bund experienced a significant fall in sales in the 2012 finan-
cial year. Thanks, however, to lower production and distribution costs combined with
higher sales from subscriptions, income fell only slightly. Through a new cooperation
project with SonntagsZeitung launched in September, content has been considerably
improved.
During the year under review the job supplements Alpha and Stellen-Anzeiger were unable
to avoid the effects of a negative Swiss labour market or of the continuing shift in favour
of the internet for advertising job vacancies. This caused sales and income to fall sharply.
The Tages-Anzeiger editorial team launched a single editorial team for all of its publica-
tions during the reporting year with the Newsnet news portal editorial team. The project is
scheduled for completion by mid-2013. The aim of this new, converged organisational
structure is to offer Tages-Anzeiger readers attractive news content as part of a multimedia
package. The in-depth approach and background knowledge of the daily will be combined
with the speed of response provided by online articles. Tages-Anzeiger was another publi-
cation that suffered from the fall in print advertising during the year under review.
Income levels improved, however, thanks to measures designed to improve efficiency,
such as the realignment of regional reporting. The Tages-Anzeiger again attracted more
readers than in the previous year. The entertainment magazine Züritipp also surpassed
expectations, recording a significant level of sales and income growth.
16 Excerpt from the Annual Report 2012
Segment reporting in overview
BERNS WOCHENZEITUNG
The daily newspaper Tribune de Genève performed well in 2012 despite falling sales and
was able to end the year in the black, following a loss-making previous year. This positive
development can be attributed in particular to savings in production costs. Overall, how-
ever, income levels continued to be clearly unsatisfactory. Compared with the previous
year, the readership figures for the Geneva-based daily were stable.
The daily newspapers Zürcher Unterländer and Neues Bülacher Tagblatt have been under the
same journalistic management as the Zürichsee-Zeitung since early 2012. Whilst the read-
ership fell slightly, both publications have had stable circulation figures. The losses made
by Zürcher Unterländer and Neues Bülacher Tagblatt were reduced thanks to a new editorial
strategy and lower production costs, despite falling sales.
The Zürichsee-Zeitung, which in addition to three regional editions also encompasses the
local newspapers Sihltaler and Thalwiler Anzeiger, significantly increased its earnings dur-
ing the year under review. Sales were down over the same period. The withdrawal from
the market of the regional editions of Tages-Anzeiger, which had previously taken on board
some of the regional reporting of the Zürichsee-Zeitung, strengthened the daily’s position as
the leading publication in the region.
The Bernerbär and Bümpliz Woche publications only just met the targets set for them, in
what was a difficult market environment. The Tagblatt der Stadt Zürich newspaper
increased its earnings last year thanks to higher than expected advertising revenues.
Meanwhile, the Furttaler, Glattaler and Rümlanger publications improved their income lev-
els, again thanks to savings in IT and overheads. The circulation figures for the weekly
newspapers La Broye and Le Régional grew during 2012, whilst falling sales had a negative
impact on income. The weekly publication Journal de Morges produced a special supple-
ment devoted to an international wine festival, Arvinis, for the first time in 2012 and
entered into new media partnerships. Sales and income exceeded expectations.
The three newspaper printing facilities Centre d’Impression Lausanne, Druckzentrum Bern
and Druckzentrum Zürich unified their brand during the reporting year. By cutting print-
ing costs, these printing facilities considerably eased the strain on Tamedia’s regional and
national daily and weekly newspapers. New orders from third parties resulted in higher
utilisation levels. Consequently, the printing facilities exceeded their sales and income tar-
gets for the year.
Revenues (operating revenues) recorded by the Print Regional Division in 2012 fell by 8.9
per cent to CHF 484.3 million (previous year: CHF 531.8 million). The fall in sales can be
attributed in the first instance to falling commercial advertising income and the collapse
of job advertising business. The division’s operating income before depreciation and amor-
tisation (EBITDA) fell by only CHF 3.9 million to CHF 94.5 million (previous year: CHF 98.3
million) thanks to efficiency-improvement measures. The EBITDA margin, at 17.3 per
cent, was thus considerably higher than in the previous year (15.9 per cent).
17Excerpt from the Annual Report 2012
Readership figures
Title MACH 2012-2 1 MACH 2011-2 1 Change
20 Minuten 1 397 000 1 379 000 1.3%
20 Minuten Friday 444 000 433 000 2.5%
20 minutes 507 000 461 000 10.0%
20 minuti 70 000 –
24 heures, total issue 233 000 223 000 4.5%
Annabelle 315 000 323 000 –2.5%
Bernerbär 98 000 –
Bilan 101 000 95 000 6.3%
BZ Berner Zeitung, total issue incl. Der Bund 364 000 353 000 3.1%
Das Magazin 769 000 776 000 –0.9%
Femina 371 000 403 000 –7.9%
Finanz und Wirtschaft 100 000 108 000 –7.4%
GuideTVCinéma 2 211 000 256 000 –17.6%
Le Matin 245 000 266 000 –7.9%
Le Matin Dimanche 502 000 526 000 –4.6%
Le Régional 77 000 76 000 1.3%
Le Temps 115 000 119 000 –3.4%
Schweizer Familie 732 000 749 000 –2.3%
SonntagsZeitung 738 000 758 000 –2.6%
Tagblatt der Stadt Zürich 133 000 126 000 5.6%
Tages-Anzeiger 514 000 508 000 1.2%
Télétop Matin 391 000 442 000 –11.5%
Tribune de Genève 136 000 138 000 –1.4%
TVtäglich 620 000 954 000 –35.0%
Zürcher Oberländer 70 000 66 000 6.1%
Zürcher Unterländer 46 000 48 000 –4.2%
Zürichsee-Zeitung 72 000 75 000 –4.0%
Source: WEMF, MACH Basic 2012-2/2011-21 Relates to readership figures: Survey period June to end of July2 Formerly TV Guide, Guide Loisirs from 2009, now GuideTVCinéma
Segment reporting in overview
18 Excerpt from the Annual Report 2012
Circulation
Title Circulation 2012 1 Circulation 2011 1 Change
20 Minuten 495 211 496 205 –0.2%
20 Minuten Friday 185 081 174 431 6.1%
20 minutes 202 892 203 407 –0.3%
20 minuti 34 045 36 000 2 –5.4%
24 heures 71 957 75 796 –5.1%
Annabelle 70 113 70 123 –0.0%
Bantiger Post 22 182 22 216 –0.2%
Berner Oberländer 19 824 20 855 –4.9%
Bernerbär 100 485 105 752 –5.0%
Bilan 13 767 13 111 5.0%
Bümpliz Woche 22 200 22 046 0.7%
BZ Berner Zeitung, total issue 3 173 684 174 162 –0.3%
BZ Langenthaler Tagblatt 15 022 8 152 84.3%
Das Magazin 411 277 433 172 –5.1%
Der Bund 49 725 50 231 –1.0%
Femina 160 098 175 077 –8.6%
Finanz und Wirtschaft 28 566 29 517 –3.2%
Furttaler 15 116 14 795 2.2%
GuideTVCinéma 148 340 156 482 –5.2%
Journal de Morges 6 061 6 043 0.3%
La Broye 9 144 9 388 –2.6%
L’essentiel 4 95 676 94 707 1.0%
Le Matin 55 299 57 107 –3.2%
Le Matin Dimanche 160 999 175 951 –8.5%
Le Régional 119 115 116 422 2.3%
Le Temps 41 531 42 433 –2.1%
Rümlanger 3 731 3 655 2.1%
Schweizer Bauer 31 290 30 841 1.5%
Schweizer Familie 186 594 186 588 0.0%
Sihltaler 1 733 1 839 –5.8%
SonntagsZeitung 175 882 182 129 –3.4%
Tagblatt der Stadt Zürich 131 578 136 625 –3.7%
Tages-Anzeiger 188 602 195 618 –3.6%
Télétop Matin 159 259 175 644 –9.3%
Thalwiler Anzeiger 3 910 4 324 –9.6%
Thuner Tagblatt 21 402 22 456 –4.7%
Tribune de Genève 48 688 51 487 –5.4%
Zürcher Oberländer 32 196 33 663 –4.4%
Zürcher Unterländer 19 878 20 297 –2.1%
Zürichsee-Zeitung 36 226 38 853 –6.8%
Source: WEMF, Circulation bulletin1 Survey period from 1 July to 30 June.2 Print run according to publisher’s statement3 Berner Zeitung, total issue incl. separately recognised publication Der Bund4 Circulation distribution according to CIM, Centre d’Information sur les Médias
In the case of free publications, the number shown is the number of free copies circulated.In the case of publications for which a charge is made, the total number of copies sold is reported.
19Excerpt from the Annual Report 2012
Print National
The Print National business division was also challenged by the state of the print advertis-
ing market, which was down overall and which, particularly in the case of media depend-
ent on the financial sector, had a major impact. Introducing new national supplements
enabled additional advertising segments to be captured. Earnings recorded by the Print
National division remained at a high level despite falling slightly.
The editorial teams of the commuter newspaper 20 Minuten and the news platform
20 Minuten Online in German-speaking Switzerland were placed under joint management
in September of last year. This step had been preceded in the spring by the creation of a
joint sales structure for the commuter newspaper and news platform. The readership and
circulation figures for the commuter newspaper, which is produced in German-speaking
Switzerland with five regional editions in total, were stable over the reporting period. In
contrast, lower advertising income compared with the previous year led to falling sales
and earnings.
In French-speaking Switzerland, the commuter newspaper 20 minutes achieved a signifi-
cant rise in its readership coupled with stable circulation figures. Advertising revenues for
20 minutes fell last year. Earnings nevertheless remained stable at a high level, which can
be attributed to the optimisation of distribution and production costs in particular.
The Ticino commuter newspaper 20 minuti made a profit in the first year since its initial
launch. In August 2012 the 20 Minuten media network invested in the leading Ticino news
platform tio.ch, with which the commuter newspaper 20 minuti has been working closely
since its launch.
The free people magazine 20 Minuten Friday repositioned itself on the reader market dur-
ing the reporting year. It was given a new calmer look, with subtle adjustments to the edi-
torial concept being introduced. Both the readership and the reach of the magazine rose
slightly. Cost-saving measures contributed to improved earnings compared with the pre-
vious year, despite sales being slightly lower than expected.
In 2012 the commuter newspaper L’essentiel, published jointly with the Luxembourg
media house Editpress, was able to match the impressive results recorded during the pre-
vious year. There was again significant growth in the readership of L’essentiel, up to 193,000
readers per day. Luxembourg’s second commuter newspaper, previously a competitor of
L’essentiel, ceased publication towards the end of the reporting year.
The women’s magazine Annabelle experienced a fall in advertising revenues and earnings
last year. It maintained its leading position in the user market, despite the fact that read-
ership figures dipped slightly on a year-on-year basis. The annabelle.ch website was given a
new look in October 2012 and focused more clearly on its readers’ needs.
Segment reporting in overview
20 Excerpt from the Annual Report 2012
The French-language business magazine Bilan, a new addition to Tamedia in the spring,
was taken into account for the first time during the reporting year. The problems on the
financial markets resulted in this business publication missing its sales and earnings tar-
gets in what was a very negative market environment. However, the readership figures for
the magazine were up slightly. As of this year, Bilan now has a new design and a revised
editorial concept.
Finanz und Wirtschaft was also hit by the major fall in advertising spending by the finan-
cial industry, with both its sales and earnings falling substantially during the past finan-
cial year. In order to get Switzerland’s leading investor publication back on an economi-
cally sound foundation, measures to cut production and editing costs were introduced
during the second half of the reporting year. The new digital offering from Finanz undWirtschaft, launched in summer 2012, put in a positive performance.
The Saturday supplement GuideTVCinéma was relaunched under a new name last year.
Enclosed with the daily newspapers 24 heures, Tribune de Genève and, since December 2012,
La Liberté, the magazine now reports in greater detail on entertainment and film news in
particular. Despite advertising revenues remaining low, GuideTVCinéma was able to reduce
its ongoing losses during the year under review.
The weekend supplement Das Magazin succeeded in defending its strong position on the
advertising market during the reporting year and in maintaining its income levels for the
greater part. Its circulation figures were down by around 20 000 copies, due to reductions
in the circulation of the newspapers in which it is enclosed. It is gratifying to note that,
despite the fall in circulation, the high readership of Das Magazin remained more or less
unchanged.
The daily newspaper Le Matin in western Switzerland was unable to meet its targets dur-
ing the year under review. Whilst targeted measures to improve efficiency enabled costs
to be cut, a fall in advertising income meant that it was not possible to offset the losses of
recent years. The readership figures fell slightly, although Le Matin remained the daily
with by far the widest reach in French-speaking Switzerland.
Le Matin Dimanche, published in western Switzerland with its supplements Télé Top Matin,
Femina and Encore, met its high income expectations last year. The lifestyle supplement
Encore, which had been successfully launched in 2011, was developed into a national fash-
ion supplement during the year under review, and is now also included in SonntagsZeitungin a German-language version.
Schweizer Familie recorded a slight fall in advertising revenues last year, with sales income
remaining stable. Nevertheless, measures to improve efficiency allowed the previous
year’s income level to be surpassed once again. Another welcome development during
2012 was the renewed rise in readership compared with the previous year.
21Excerpt from the Annual Report 2012
The research desk initiated by SonntagsZeitung and run jointly with Le Matin Dimanche was
already having a positive impact on the paper’s reporting during the year under review.
Since September 2012, SonntagsZeitung has been appearing in the Berne region in collab-
oration with the daily Der Bund with an increased circulation. In 2012 this offer is also
going to be offered to subscribers to Basler Zeitung. Despite a declining advertising market,
SonntagsZeitung succeeded in maintaining its advertising revenue and in matching the pre-
vious year’s gratifying result.
The luxury goods and watch magazine Tribune des Arts has been included in the Tamedia
financial statements for the first time. The regular supplement enclosed with Tribune deGenève devoted to articles on watchmaking, jewellery, precious stones and art met its sales
and income targets last year.
The circulation and readership of the TV listing magazine TVtäglich, produced by Tame-
dia together with Ringier, both fell during the year under review due to the falling circu-
lation of the newspapers with which it is sold. Nevertheless, it managed to largely main-
tain its advertising revenue and income levels.
Revenues (operating revenues) recorded by the Print National Division in 2012 fell by 6.0 per
cent to CHF 420.3 million (previous year: CHF 447.4 million). Operating income before
depreciation and amortisation (EBITDA) declined by 15.2 per cent to CHF 97.1 million (pre-
vious year: CHF 114.5 million). The EBITDA margin, at 23.1 per cent, remained high but
was slightly lower than that of the previous year (25.5 per cent).
Segment reporting in overview
22 Excerpt from the Annual Report 2012
Digital
Media performance in the Digital business division was dominated last year by the disap-
pointing performance of the display advertising market and an increasing shift towards
the use of mobile devices. In this regard, the development of commercialisation for mobile
use continues to lag a long way behind more traditional digital content, as regular web-
sites.
The 20 Minuten Online news platform again recorded strong increases in its visitor figures,
in both German-speaking and French-speaking Switzerland. Advertising sales grew fur-
ther during the reporting year, but were still below expectations. The main reason for this
muted performance lies in the unsatisfactory provision of appropriate smartphone and
tablet commercialisation. Additional spending relating to the expansion of online editing
and technology placed a strain on earnings, which fell substantially compared with the
previous year.
The car4you.ch site greatly expanded its functionality during the year under review. Pri-
vate individuals can now place adverts free of charge and the process has been made much
simpler. These innovations resulted in the number of vehicles listed on the portal exceed-
ing 80 000 for the first time in autumn 2012. car4you.ch did not achieve its sales targets
and again posted a loss for the reporting year due to its high levels of investment.
The Swiss real estate platform homegate.ch successfully defended its leading position on
the property advertisements market during 2012 thanks to significant growth in the num-
ber of properties being advertised. By acquiring a 20 per cent stake in immostreet.ch, home-gate.ch has further expanded its market leadership and now occupies a leading position in
the majority of Switzerland’s regional markets. This gratifying development was also
ref lected in growing sales and income figures for 2012.
The online shopping club FashionFriends was included for the first time during the report-
ing year. Tamedia increased its holding in this platform, which specialises in heavily dis-
counted offers on premium fashion and accessories brands, to 65 per cent on 1 October
2012, and therefore now holds a majority interest. FashionFriends posted significant growth
in its sales and user figures during the past year but did not meet its ambitious targets in
a market environment characterised by intense competition.
In 2012 the Tamedia Group and the Ringier media house announced their acquisition of
jobs.ch Holding AG, the operator of Switzerland’s jobs platform with the greatest reach,
jobs.ch. Following the takeover of jobs.ch Holding AG with effect from 30 November 2012,
Jobup AG, which was previously owned by Tamedia alone, will be merged with retroac-
tive effect into jobs.ch Holding AG as of 1 January 2013. The jobs platforms alpha.ch, ictca-reer.ch, ingjobs.ch, jobup.ch, jobs4finance.ch, jobs4sales.ch, jobsuchmaschine.ch, jobwinner.ch, med-talents.ch, stellen.ch and topjobs.ch now all belong to jobs.ch, which also holds a 49 per cent
stake in the leading Austrian provider karriere.at.
23Excerpt from the Annual Report 2012
Since the beginning of 2012, Newsnet – as well as including the news platforms of
baslerzeitung.ch, bernerzeitung.ch, derbund.ch and tagesanzeiger.ch – has also included the
news portals of 24heures.ch, lematin.ch and tdg.ch in French-speaking Switzerland. This
means that, for the first time, advertising clients can target both linguistic regions through
one booking. In terms of content, new additions include a bilingual political blog. This
enables media professionals, politicians and experts to enter into a dialogue with readers
in both French and German-speaking areas. User numbers and sales developed positively
during the reporting year, but the expectations in terms of commercialisation were not
able to be met. The high level of investment needed in the editorial team and in sales pro-
motion contributed to a loss.
The news portal lessentiel.lu increased its advertising sales during the past year and gen-
erated positive income for the year as a whole for the first time. The user figures for lessen-tiel.lu increased by more than one third over the reporting period.
The small ads portal piazza.ch was completely redesigned at the end of last year and also
separated from the 20 Minuten media network. Since then, piazza.ch has managed to posi-
tion itself as an independent brand again. High levels of investment in what is a fiercely
competitive market for small ads resulted in a loss being recorded for the reporting period.
The leading Swiss directory platform search.ch, operated jointly by Tamedia and Swiss
Post, achieved a major milestone in the history of Swiss internet usage last year. For the
first time in Switzerland, more than 2.1 million people visited a single website in the space
of one month. The sales team was expanded further during 2012, again generating a con-
siderable increase in sales but, as expected, with a negative impact on income.
The dating platform swissfriends.ch recorded stable sales and income. At the end of the
reporting period Tamedia decided to cease its involvement with swissfriends.ch for strate-
gic reasons, handing the operation over to the platform’s managing director.
The nightlife platform tilllate.com, which forms part of the 20 Minuten media network,
heavily expanded its editorial reporting during 2012 and also launched a new iPhone app.
Mobile use of the platform subsequently grew significantly. Compared with the previous
year, user numbers were up by almost 60 per cent, and the platform was also able to
expand its leading market position. Sales developed slightly less well than expected.
Revenues (operating revenues) from third parties recorded by the Digital business division
rose by 7.1 per cent in 2012 to CHF 147.8 million (previous year: CHF 138.0 million). Fac-
tors contributing to sales growth included the first-time consolidation of jobs.ch and the
development of the search.ch directory platform. High levels of investment in the further
development of digital marketplaces and news platforms and the unsatisfactory develop-
ment of the online advertising market placed a burden on operating income before depre-
ciation and amortisation (EBITDA), which duly fell by 52.8 per cent to CHF 11.7 million
(2011: CHF 24.8 million). The EBITDA margin, at 7.9 per cent, was significantly down on
the previous year (17.2 per cent).
Segment reporting in overview
24 Excerpt from the Annual Report 2012
Reach
Websites NET-Metrix-Profile 1 NET-Metrix-Profile 1 Change
2012-2 2011-2
20 Minuten Online 1 896 000 1 463 000 29.6%
20minuten.ch 1 532 000 1 165 000 31.5%
20minutes.ch 487 000 282 000 72.7%
tio.ch 153 000 111 000 37.8%
Bilan 28 000 18 000 55.6%
fuw.ch 33 000 22 000 50.0%
homegate.ch 868 000 701 000 23.8%
lessentiel.lu 2 469 526 354 654 32.4%
Newsnet Bern 377 000 304 000 24.0%
bernerzeitung.ch 276 000 245 000 12.7%
derbund.ch 170 000 109 000 56.0%
Newsnet WCH 555 000 3
24 heures.ch 264 000 233 000 13.3%
LeMatin.ch 343 000 318 000 7.9%
tdg.ch 255 000 209 000 22.0%
PoolFéminin 208 000 3
annabelle.ch 82 000 81 000 1.2%
femina.ch 72 000 65 000 10.8%
schweizerfamilie.ch 71 000 49 000 44.9%
search.ch 2 063 000 1 704 000 21.1%
sonntagszeitung.ch 76 000 57 000 33.3%
tagesanzeiger.ch 893 000 737 000 21.2%
tilllate.ch 332 000 209 000 58.9%
Source: NET-Metrix AG, NET-Metrix-Profile Unique User (persons) per month1 Survey period from 1 April to 30 June of the respective year2 Survey by CIM metriweb or CIM Spring from November 20123 First survey
Excerpt from the Annual Report 2012
in CHF mill. 2011 2012
1225
1050
875
700
525
350
175
0
Print Regional Print National Digital Total
Revenues third parties by segment
484532
447420
138 148
Exhibit 1
1117
1052
in CHF mill. 2011 2012
245
210
175
140
105
70
35
0
Print Regional Print National Digital Total
EBITDA by segment
9598
115
97
25
12
Exhibit 2
238
203
25
26 Excerpt from the Annual Report 2012
Financial overview
Accounting standards
The revised standards (IFRS) IAS 12 “Income Taxes” (amended) and IFRS 7 “Financial
Instruments: Disclosures” (amended) were to be applied for the first time in the 2012
financial year. Their first-time application did not lead to any significant changes in the
consolidation and measurement principles or in the net assets and earnings position.
The new and revised standards and interpretations to be applied to the 2013 consolidated
financial statements are not being applied earlier than required. Based on an assessment
of these standards, the following influencing factors should be considered in particular:
–IAS 19 “Employee Benefits” (amended)
The changes to IAS 19 “Employee Benefits” mean that the expected return on plan assets
is no longer calculated on the basis of an estimated rate of return on assets. Instead, the
discount rate is now used to calculate the net present value of obligations under defined
benefit plans. This means that net plan liabilities/net plan assets are now only subject
to interest at the discount rate. Based on an assessment as of 31 December 2012, Tame-
dia estimates that retrospective application of this method with effect from 1 January
2012 results in personnel expense that is CHF 1.3 million higher and net financial
return that is some CHF 14.2 million lower than the figure disclosed as of 31 December
2012. Additionally, equity as of 31 December 2012 (without taking taxes into account)
is increased by CHF 12.8 million due to past service cost not yet recognised.
–IFRS 11 “Joint Arrangements”
Under the new standard, proportionate consolidation, as currently applied, is no longer
permitted. Companies previously subject to proportionate consolidation will now be
included at their pro rata equity values as “Investments in associated companies / Joint
ventures”, and the share of net income will be reported net as “Share of net income of
associated companies / Joint ventures”. Tamedia expects the application of this new
standard to result in revenues for 2012 being approximately CHF 34.3 million lower
compared with the figures published as of 31 December 2012, with EBITDA down by
CHF 2.6 million and EBIT some CHF 1.8 million lower. No effect on net income is
expected.
Change in presentation / restatement of prior year figures
It is part of Tamedia’s business strategy to acquire non-controlling interests in companies
with an economic future before proceeding to actively support and promote the develop-
ment of these companies in cooperation with the other shareholders.
If a company merger takes place over several stages (step up acquisition), shares held to
date in an associated company are revalued at their fair value at the time of control being
passed and the resulting gain or loss is recognised in the income statement. It is possible
that an associated company might not develop as planned, resulting in the need for an
impairment. In the interests of a transparent and meaningful accounting, any fair value
adjustments pursuant to IFRS, in either a successful or an unsuccessful case, should be
included in other operating income.
For this reason, Tamedia has decided that any revaluation gains or losses in respect of
step up acquisitions will in future be disclosed in other operating revenues. As a result of
the change in presentation, the gain posted in financial income in 2011 was reclassified
from revaluation gains.
Financial reporting
27Excerpt from the Annual Report 2012
Changes in the group of consolidated companies
Acquisitions
With effect from 30 November 2012, Tamedia AG and the Ringier media house acquired a
100 per cent stake in jobs.ch Holding AG. Tamedia and Ringier will each hold a 50 per cent
share in the company. With retrospective effect from 1 January 2013, Tamedia will incor-
porate its online job advertisement subsidiary Jobup AG into the partnership. Tamedia and
Ringier have agreed on a control option that enables Tamedia to carry out its consolidation
pursuant to IFRS.
On 1 October 2012 Tamedia AG acquired a further 20 per cent share in FashionFriends
AG, increasing its holding from 45 per cent to 65 per cent. This increase in its holding gives
Tamedia overall control of FashionFriends AG, which has been included in the group of
consolidated companies since 1 October 2012. Other smaller acquisitions during the 2012
financial year included the business publication Bilan, the magazine Tribune des Arts and
the Langenthaler Tagblatt newspaper.
Further details on these transactions can be found in Note 1 of the Notes to the consol-
idated financial statements.
in CHF mill. 2011 2012
1050
900
750
600
450
300
150
0
Mediarevenues
Printingrevenues
Other operatingrevenues
Total operatingrevenues
Operating revenues
962
1019
55 54 44 36
Exhibit 3
1117
1052
28 Excerpt from the Annual Report 2012
Disposal of consolidated companies
The TV activities TeleBärn and TeleZüri were sold to AZ Medien AG with effect from 4 Janu-
ary 2012. At the same time, Tamedia sold its 100 per cent stake in Belcom AG, the mar-
keting organisation in which the sales teams of Radio 24 and TeleZüri are bundled, to AZ
Medien AG. The radio broadcaster Capital FM was sold to Zürichsee Media AG with effect
from 27 April 2012, and Radio 24 AG was sold to BT Holding AG with effect from 12 July
2012.
On 30 September 2012 Tamedia sold its investment in Terre & Nature SA, representing
a 98 per cent stake, to Multimedia Gassmann AG. The sale of the 49 per cent stake in
Schweizer Bauer to Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern (OGG)
took place on 12 December 2012.
Revenues (operating revenues)
Tamedia’s revenues (operating revenues) fell by 5.8 per cent or CHF 64.8 million to CHF
1,052.4 million. While changes in the group of consolidated companies contributed to an
increase in revenues of CHF 8.8 million, existing activities resulted in a drop of CHF 73.6
million. Further information on revenues can be found in the segment reporting for each
business division.
In April 2011 Tamedia decided to end its involvement in radio and TV broadcasting, as
well as in specialist mobile and agricultural media. Until their disposal, these activities
were reported as discontinued operations. Discontinued operations generated revenues of
CHF 13.2 million in 2012 (previous year: CHF 61.8 million). As of 31 December 2012 there
were no further discontinued operations.
Financial reporting
in CHF mill. 2011 2012
1050
900
750
600
450
300
150
0
Costs of materialand services
Personnelexpenses
Other operatingexpenses
Total operatingexpenses
Operating expenses
166177
415 404
288 279
Exhibit 4
880849
29Excerpt from the Annual Report 2012
Operating income before depreciation and amortisation (EBITDA)
Operating income before depreciation and amortisation (EBITDA) decreased by CHF 34.3
million or 14.4 per cent to CHF 203.4 million. The EBITDA margin fell from 21.3 per cent
in the previous year to 19.3 per cent in 2012. The separately disclosed discontinued oper-
ations show a profit of CHF 0.8 million at the EBITDA level (previous year: CHF 10.2 mil-
lion).
Operating income (EBIT) was down by 20.9 per cent or CHF 37.8 million to CHF 143.0
million, while the EBITDA margin fell from 16.2 per cent in the previous year to 13.6 per
cent.
Net income
The reported net income for 2012 of CHF 152.0 million was 15.0 per cent or CHF 26.8 mil-
lion below the previous year’s figure of CHF 178.8 million. Whilst associated companies
contributed a profit of CHF 6.9 million in the previous year, they accounted for a CHF 4.0
million share of net income during the year under review. Compared with the previous
year, the 2012 figure no longer included the holding in Epsilon SA, which was sold in
2011. The rest of the change was largely attributable to the general deterioration in eco-
nomic conditions.
The financial income grew by CHF 2.3 million to CHF 30.2 million. Net financial income
resulting from the application of IAS 19 declined by CHF 5.1 million to CHF 12.8 million
in the year under review. The adjustment of CHF 18.1 million (previous year: CHF 10.6 mil-
lion) to the expected final instalment of the purchase price for Edipresse Suisse resulted
in an increase in other financial income. Income from the disposal of investments is attrib-
utable to the sale of various small investments. Exchange rate gains were down slightly,
while there was a decline in interest costs as a result of the repayment in the first half of
the year of the purchase price due in connection with the acquisition of Edipresse Suisse.
in CHF mill. 2011 2012
1225
1050
875
700
525
350
175
0
Operatingrevenues
Operatingexpenses
Operating incomebefore depreciation
and amortisation (EBITDA)
Operating income before depreciation and amortisation (EBITDA)
1052
1117
880849
Exhibit 5
238203
30 Excerpt from the Annual Report 2012
The effective tax rate increased from 17.9 per cent to 22.3 per cent. Income taxes
incurred in prior periods increased in 2012 due primarily to the offsetting for tax pur-
poses of a previously written down investments. The unrecognised deferred tax assets on
tax loss carryforwards are based on the assumption that for incurred losses the earnings
position of the companies in question does not currently make realisation possible. The
impact of deductions for investments and other non-taxable income fell considerably in
2012. This can be explained in particular by substantial write-downs, under commercial
law, of investment carrying amounts (without any deferred tax effects) 2011, which sig-
nificantly reduced the tax expense during the previous year. This one-off effect was partly
offset in 2012, as these investments were sold during the current year, resulting in
expenses that were not deductible for tax purposes from the perspective of consolidation.
Balance sheet and shareholders’ equity
Total assets increased by CHF 339.9 million, rising from CHF 1,741.0 million to CHF
2,080.9 million. Shareholders’ equity increased by CHF 232.6 million to CHF 1,188.3 mil-
lion. Contributory factors, in addition to the income level achieved, included the rise of
CHF 15.9 million in non-controlling interests in equity to CHF 184.3 million. These also
increased by CHF 170.4 million as a result of the acquisition of jobs.ch Holding AG, in
which Tamedia and the Ringier media house each hold a 50 per cent stake. Despite the
good performance of employee benefit plan assets in 2012, the actuarial changes arising
from the application of IAS 19 resulted in a net actuarial loss of CHF 30.2 million (after
deferred taxes) caused by a further reduction in the discount rate. This was recognised in
the statement of comprehensive income. An actuarial loss of CHF 68.4 million was also
reported for the previous year. CHF 59.5 million (a dividend of CHF 5.75 per share) was dis-
tributed to the shareholders of Tamedia AG from the capital contribution reserves. The
company’s equity ratio increased from 54.9 per cent to 57.1 per cent.
Financial reporting
in CHF mill. 2011 2012
2100
1800
1500
1200
900
600
300
0
Current assets Non-current assets Balance sheet total Liabilities Equity
Balance sheet
325410
1331
1741
2081
785
893
Exhibit 6
956
1188
1756
31Excerpt from the Annual Report 2012
The current assets of continuing operations decreased by CHF 6.6 million to CHF 316.0
million. Cash and cash equivalents fell by CHF 2.9 million to CHF 111.8 million. Without
the first-time full consolidation of jobs.ch Holding AG, the fall would have been much
greater. The first-time consolidation of jobs.ch Holding AG and of FashionFriends AG
resulted in an increase in trade accounts receivable and inventories. Assets held for sale
decreased by a total of CHF 78.7 million to CHF 8.9 million. This can be attributed to the
sale of radio and TV broadcasters and specialist media (see section on Revenues) and also
to the sale in 2012 of a property included during the previous year.
The increase of CHF 425.2 million or 32.0 per cent in non-current assets was mainly due
to the increase in intangible assets. Changes in the group of consolidated companies
resulted in an increase of CHF 0.9 million in property, plant and equipment. Investments
of CHF 18.0 million in property, plant and equipment were offset by depreciation and
amortisation of continuing operations of CHF 28.7 million. Investments in the equity of
associated companies increased by a net CHF 10.8 million to CHF 104.5 million. The
investments acquired in the associated companies Immostreet.ch SA and TicinOnline SA
and the companies Karriere.at GmbH, Karriere.ch AG and x28 AG taken over in connec-
tion with the acquisition of jobs.ch Holding AG were recognised for the first time in 2012.
The corresponding value of the investment in the associated company FashionFriends AG
is no longer reported due to the latter’s full consolidation. Intangible assets increased by
CHF 425.0 million, from CHF 849.2 million to CHF 1,274.2 million, with the increase pri-
marily attributable to additions of CHF 452.6 million resulting from the change in the
group of consolidated companies relating to publishing and brand rights as well as good-
will. In addition to the intangible assets of FashionFriends AG and jobs.ch, the additions
to the group of consolidated companies comprise publishing and brand rights as well as
goodwill arising from the acquisition of the activities of Bilan, Langenthaler Tagblatt and Tri-bune des Arts. Further details on these transactions can be found in Note 1 of the Notes to
in CHF mill. 2011 2012
250
200
150
100
50
0
–50
–100
Total comprehensiveincome Dividends paid
Changes ingroup companies
Shares to bedelivered
Other changesin equity
Changesin equity
Changes in equity
113
–42
–62
11
172
31
–
Exhibit 7
112
233
–2
1
121
32 Excerpt from the Annual Report 2012
Financial reporting
the consolidated financial statements. These additions were offset by current depreciation
of CHF 28.6 million and goodwill impairment of CHF 2.3 million. No significant dispos-
als of intangible assets were reported in the year under review.
The current liabilities of continuing operations decreased by CHF 35.7 million to CHF
457.7 million. This fall can be attributed to current financial liabilities and trade accounts
payable, which were down by CHF 69.1 million and CHF 11.8 million respectively, while
the other items increased as a result of changes to the group of consolidated companies.
Liabilities associated with assets held for sale fell by CHF 12.7 million to CHF 0.4 mil-
lion. This is mainly attributable to the sale of radio and TV broadcasters and specialist
media (see section on Disposal of consolidated companies). They currently include
deferred tax liabilities covering the taxes expected in conjunction with the disposal of
properties available for sale.
Non-current liabilities increased by CHF 155.8 million to CHF 434.4 million. The
increase of CHF 108.2 million in non-current financial liabilities to CHF 198.3 million
stems mainly from the shares due over the long term to finance the acquisition of job.ch
Holding AG. The rise in non-current loans payable to third parties resulted from the first-
time inclusion of jobs.ch Holding AG. The decline in other current and non-current finan-
cial liabilities is attributable to the adjustment and repayment of the purchase price due
for the acquisition of Edipresse Suisse. The change in the group of consolidated compa-
nies was the main factor responsible for the rise of CHF 26.7 million in deferred tax liabil-
ities to CHF 134.5 million. Employee benefit assets under IAS 19 fell by CHF 20.4 million
to CHF 92.5 million as a result of actuarial losses.
in CHF mill. 2011 2012
225
150
75
0
–75
–150
–225
Cash flow fromoperating activities
Cash flow used ininvesting activities
Cash flow used infinancing activities
Cash flow fromdiscontinued operations
Change in cash andcash equivalents
Cash flow
191180
–20
30
62
Exhibit 8
74
–16
–62
–206
–115
33
Multi-year comparison
Excerpt from the Annual Report 2012
Multi-year comparison
2012 2011 2010 2009 2008
Operating revenues CHF mill. 1 052.4 1 117.2 745.0 749.5 890.1
Growth –5.8% 50.0% –0.6% –15.8% 19.8%
Operating income before depreciationand amortisation (EBITDA) CHF mill. 203.4 237.7 145.7 90.2 168.1
Growth –14.4% 63.1% 61.6% –46.3% 5.2%
Margin 1 19.3% 21.3% 19.6% 12.0% 18.9%
Net income (loss) of continuing operations CHF mill. 137.7 177.1 109.4 51.0 124.5
Growth –22.2% 61.8% 114.5% –59.0% –23.3%
Margin 1 13.1% 15.8% 14.7% 6.8% 14.0%
Headcount (average) 2 Number 3 360 3 301 2 164 2 339 2 452
Operating revenues per employee CHF 000 313.2 338.4 344.3 320.4 363.0
Current assets CHF mill. 324.9 410.2 243.5 303.9 270.6
Non-current assets CHF mill. 1 756.0 1 330.8 990.0 841.1 828.1
Total assets CHF mill. 2 080.9 1 741.0 1 233.6 1 145.0 1 098.7
Liabilities CHF mill. 892.6 785.2 389.8 334.6 351.2
Equity CHF mill. 1 188.3 955.8 843.7 810.3 747.5
Cash flow from (used in) operating activities CHF mill. 190.6 179.8 185.3 62.6 123.3
Cash flow from (used in) investment activities CHF mill. (206.2) (20.2) (243.4) (2.2) (62.8)
Cash flow after investing activities CHF mill. (15.6) 159.6 (58.1) 60.4 60.5
Cash flow from (used in) financing activities CHF mill. (62.3) (114.9) (25.4) (43.8) (71.9)
Cash flow from (used in) discontinued operations CHF mill. 61.8 29.8 24.0 8.6 12.4
Change in cash and cash equivalents CHF mill. (16.1) 74.3 (60.1) 25.3 1.3
Return on equity 3 12.8% 18.7% 13.1% 5.8% 14.1%
Equity ratio 4 57.1% 54.9% 68.4% 70.8% 68.0%
Internal financing ratio of net investment 5 92.4% 888.9% 76.1% 2907.9% 196.2%
Quick ratio II 6 67.0% 64.3% 70.2% 101.3% 87.6%
Debt factor 7 x 3.1 2.6 0.9 1.1 0.9
1 As a percentage of operating revenues2 Headcount in continuing operations3 Net income (loss) including non-controlling interests to shareholders‘ equity at year-end4 Equity to total assets5 Cash flow from (used in) operating activities to cash flow from (used in) investment activities6 Current assets excluding inventories to current liabilities (of continuing operations)7 Net debt (liabilities less current assets excluding inventories) to cash flow from operating activities
34 Excerpt from the Annual Report 2012
Information for investors
pp
2006 2007 2008 2009 2010 2011 2012 2013
Source: Thomson Reuters DatastreamTamedia N
in CHF
Swiss Performance Price adapted
Information for investors
Share price development from 3 January 2007 to 15 February 2013
Share price
in CHF 2012 2011 2010 2009 2008
High 116.90 144.90 128.00 87.50 150.00
Low 96.00 102.40 71.75 40.00 49.20
Year-end 102.70 116.50 124.10 75.50 50.00
Market capitalisation
in CHF mill. 2012 2011 2010 2009 2008
High 1 239 1 536 1 357 928 1 590
Low 1 018 1 085 761 424 522
Year-end 1 089 1 235 1 315 800 530
Financial calendar
Annual General Meeting 26 April 2013
Half-year report 22 August 2013
35Excerpt from the Annual Report 2012
Key figures per share
in CHF 2012 2011 2010 2009 2008
Net income (loss) per share (undiluted) 14.54 16.82 10.61 4.48 10.72
Net income (loss) per share (diluted) 14.52 16.80 10.61 4.48 10.72
EBIT per share 13.51 17.08 10.90 4.84 12.61
EBITDA per share 19.21 22.45 14.02 8.61 15.86
Free cash flow per share (1.47) 15.08 (5.59) 5.77 5.71
Shareholders’ equity per share 112.24 90.29 81.14 7.34 70.54
Dividends per share 4.50 1 5.75 4.00 1.50 3.00
Dividend pay-out rate 2 34.6% 34.4% 38.7% 30.8% 25.5%
Dividend yield 3 4.4% 4.9% 3.2% 2.0% 6.0%
Price/earnings ratio 3 x 7.1 6.9 11.7 16.9 4.7
Price to EBIT ratio 3 x 7.6 6.8 11.4 15.6 4.0
Price to EBITDA ratio 3 x 5.3 5.2 8.9 8.8 3.2
Price to sales ratio 3 x 1.0 1.1 1.7 1.1 0.6
Price to free cash flow ratio 3 x (69.7) 7.7 (22.2) 13.1 8.8
Price to equity ratio 3 x 0.9 1.3 1.5 10.3 0.7
1 Proposed appropriation of profit by the Board of Directors2 Based on net income (loss) of continuing operations3 Based on year-end price
Capital structure
The share capital of CHF 106 million is divided into 10,600,000 registered shares at a par
value of CHF 10 each. Of these, 600,000 shares originated from a capital increase carried
out in October 2007 as part of the acquisition of Espace Media Groupe. There is no autho-
rised or conditional capital. The company holds treasury shares for profit participation
programmes as per Notes 32, 44 and 45.
A binding shareholders’ agreement is in place for 67.00 per cent of the shares. The sig-
natories to the agreement currently own 71.80 per cent of the shares.
Appropriation of profit
Tamedia pursues a results-based distribution policy. As a rule, 35 to 45 per cent of profit
is distributed in the form of dividends.
Investor Relations
Tamedia AG
Christoph Zimmer
Head of Corporate Communications
Werdstrasse 21
8021 Zurich, Switzerland
Phone: +41 (0) 44 248 41 00
Fax: +41 (0) 44 248 50 26
E-mail: [email protected]
36 Excerpt from the Annual Report 2012
Tamedia Group
Tamedia Group
Consolidated income statement
in CHF 000 Note 2012 2011 1
Media revenues 4 962 439 1 018 549
Printing revenues 5 54 371 55 125
Other operating revenues 6 35 587 43 517
Operating revenues 1 052 397 1 117 192
Costs of material and services 7 (165 654) (176 662)
Personnel expenses 8 (404 047) (415 328)
Other operating expenses 9 (279 338) (287 533)
Operating income before depreciation and amortisation (EBITDA) 203 358 237 669
Depreciation and amortisation 10 (60 338) (56 825)
Operating income (EBIT) 143 020 180 843
Share of net income (loss) of associated companies 11 4 010 6 943
Financial income 12 36 496 41 074
Financial expense 12 (6 256) (13 164)
Income before taxes 177 270 215 696
Income taxes 13 (39 543) (38 634)
Net income (loss) of continuing operations 137 727 177 061
Discontinued operations 15 14 305 1 737
Net income (loss) 152 031 178 798
of which
Attributable to Tamedia shareholders 153 916 178 045
Attributable to non-controlling interests 16 (1 885) 754
1 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have
been adjusted accordingly. Further explanations can be found in the Consolidation principles.
Net income per share
in CHF Note 2012 2011
Net income (loss) per share (undiluted) 17 14.54 16.82
Net income (loss) per share (diluted) 17 14.52 16.80
Net income (loss) of continuing operations per share (undiluted) 17 13.19 16.66
Net income (loss) of continuing operations per share (diluted) 17 13.17 16.64
37Excerpt from the Annual Report 2012
Consolidated statement of comprehensive income
in CHF 000 Note 2012 2011
Net income 152 031 178 798
Value fluctuation of hedges 39 (1 648) 2 937
Actuarial gains/(losses) IAS 19 23 (38 856) (87 692)
Currency translation differences 15 45
Taxes on other comprehensive income 9 011 19 276
Other comprehensive income (31 480) (65 434)
Total comprehensive income 120 552 113 364
of which
Attributable to Tamedia shareholders 122 437 112 611
Attributable to non-controlling interests (1 885) 754
Tamedia Group
38 Excerpt from the Annual Report 2012
Consolidated balance sheet
in CHF 000 as of 31 December Note 2012 2011
Cash and cash equivalents 111 751 114 615
Current financial assets 882 2 012
Trade accounts receivable 18 166 876 161 622
Current financial receivables 74 353
Current tax assets 1 415 6 213
Other current receivables 13 135 11 651
Accrued income and prepaid expenses 12 582 20 690
Inventories 19 9 292 5 431
Current assets of continuing operations 316 006 322 586
Assets held for sale 15 8 898 87 598
Current assets 324 904 410 184
Property, plant and equipment 20 363 068 373 686
Investments in associated companies 11 104 477 93 692
Employee benefit plan assets as per IAS 19 23 – 2 308
Other non-current financial assets 22 8 843 8 046
Deferred tax assets 14 5 432 3 840
Intangible assets 24/25 1 274 197 849 227
Non-current assets 1 756 018 1 330 800
Total assets 2 080 922 1 740 983
Current financial liabilities 26 75 518 144 633
Trade accounts payable 27 51 836 63 599
Current taxes payable 33 436 20 343
Other current liabilities 28 35 751 26 843
Deferred revenues and accrued liabilities 29 257 724 234 463
Current provisions 30 3 473 3 597
Current liabilities of continuing operations 457 739 493 479
Liabilities associated with assets held for sale 15 415 13 100
Current liabilities 458 154 506 579
Non-current financial liabilities 26 198 264 90 104
Employee benefit obligations as per IAS 19 23 92 536 72 156
Deferred tax liabilities 14 134 485 107 823
Non-current provisions 30 9 144 8 539
Non-current liabilities 434 429 278 622
Total liabilities 892 583 785 201
Share capital 31 106 000 106 000
Treasury shares 32 (18 250) (18 618)
Reserves 916 333 852 503
Equity, attributable to Tamedia shareholders 1 004 083 939 885
Equity, attributable to non-controlling interests 184 256 15 898
Equity 1 188 339 955 783
Total liabilities and shareholders’ equity 2 080 922 1 740 983
39Excerpt from the Annual Report 2012
Consolidated cash flow statement
in CHF 000 2012 2011
Direct method
Receipts from products and services sold 1 035 180 1 089 912
Personnel expense (406 655) (409 402)
Expenditures for material and services received (421 736) (462 499)
Cash flow from (used in) operating activities 206 790 218 011
Dividends from associated companies 9 022 7 806
Interest paid (1 486) (2 601)
Interest received 430 294
Other financial income 42 601
Income taxes paid (24 225) (44 298)
Cash flow from (used in) operating activities 1 190 572 179 813
Investment in property, plant and equipment (17 992) (37 770)
Sale of property, plant and equipment 730 1 333
Investments in consolidated companies (173 868) 19 486
Disposals of consolidated companies – 3 616
Investments in associated companies (5 770) (12 699)
Disposals of investments in associated companies 129 12 085
Investment in other financial assets (6 661) (2 829)
Sale of other financial assets 807 2 230
Investments in intangible assets (3 536) (5 682)
Cash flow from (used in) investing activities 1 (206 161) (20 229)
Cash flow after investing activities (15 590) 159 584
Dividends paid to Tamedia shareholders (59 489) (41 637)
Increase in current financial liabilities 65 006 79 834
Decrease in current financial liabilities (212 494) (148 177)
Increase in non-current financial liabilities 191 323 631
Decrease in non-current financial liabilities (43 000) (770)
Increase/(decrease) in other non-current liabilities (1 529) –
(Purchase)/sale of treasury shares – (3 458)
Increase/(decrease) of non-controlling interests (2 083) (1 329)
Cash flow from (used in) financing activities 1 (62 266) (114 906)
Cash flow from discontinued operations 61 790 29 842
Impact of currency translation (28) (191)
Change in cash and cash equivalents (16 093) 74 329
Cash and cash equivalents as of 1 January 127 844 53 515
Cash and cash equivalents as of 31 December 111 751 114 615
Cash and cash equivalents of discontinued operations as of 31 December – 13 229
Change in cash and cash equivalents (16 093) 74 329
1 The figures relate to continuing operations.
Tamedia Group
40
Statement of changes in equity
in CHF 000 Share capital Treasury shares Currency Reserves Equity, Equity, Equity
translation attributable attributable to
differences to Tamedia non-controlling
shareholders interests
As of 31 December 2010 106 000 (15 256) 723 747 733 839 200 4 540 843 740
Net income (loss) – – – 178 045 178 045 754 178 799
Value fluctuation of hedges – – – 2 937 2 937 – 2 937
Actuarial gains/(losses) IAS 19 – – – (87 692) (87 692) – (87 692)
Currency translation differences – – 45 – 45 – 45
Taxes on other comprehensive income – – – 19 276 19 276 – 19 276
Total comprehensive income – – 45 112 566 112 611 754 113 365
Dividends paid – – – (41 342) (41 342) (295) (41 637)
Change in the group of consolidated companies – – – – – 10 899 10 899
Shares to be delivered 1 – – – 31 025 31 026 – 31 026
Share-based payments – – – 1 753 1 753 – 1 753
(Purchase)/sale of treasury shares – (3 362) – – (3 362) – (3 362)
As of 31 December 2011 106 000 (18 618) 768 851 735 939 885 15 898 955 783
Net income (loss) – – – 153 916 153 916 (1 885) 152 031
Value fluctuation of hedges – – – (1 649) (1 649) – (1 649)
Actuarial gains/(losses) IAS 19 – – – (38 856) (38 856) – (38 856)
Currency translation differences – – 15 – 15 – 15
Taxes on other comprehensive income – – – 9 011 9 011 – 9 011
Total comprehensive income – – 15 122 422 122 437 (1 885) 120 552
Dividends paid – – – (59 489) (59 489) (2 083) (61 572)
Change in the group of consolidated companies – – – – – 172 325 172 325
Contractual obligations to purchaseown equity instruments/non-controlling interests – – – (780) (780) – (780)
Share-based payments – – – 1 663 1 663 – 1 663
(Purchase)/sale of treasury shares – 368 – – 368 – 368
As of 31 December 2012 106 000 (18 250) 783 915 551 1 004 083 184 256 1 188 339
1 The purchase price for the remaining 49.9 per cent of the Edipresse Suisse capital includes 250,000 shares of Tamedia AG. The value of these shares has been determined at the time of the
acquisition at CHF 31.0 million on the basis of the share price at 31 December 2010 and was directly recognised in shareholders’ equity (see also Note 1).
41
Notes to the consolidated financial statements
Consolidation and measurement principles
Consolidation principles
General comments
The consolidated financial statements of Tamedia AG, Werdstrasse 21, Zurich (Switzer-
land), and its subsidiaries are prepared in compliance with Swiss law and in accordance
with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB). The consolidation is based on the financial statements
of the consolidated companies as of 31 December, which are prepared according to uni-
form accounting principles. All standards issued by the IASB and all interpretations issued
by the International Financial Reporting Interpretations Committee that had entered into
force by the balance sheet date have been considered during the preparation of the con-
solidated financial statements.
The preparation of the consolidated financial statements requires that the Management
Board and the Board of Directors make estimates and assumptions that directly impact the
amounts of the assets and liabilities, contingent liabilities, as well as the expenditures and
income disclosed in the consolidated financial statements for the reporting period. These
estimates and assumptions not only take past experience into account but also develop-
ments in the state of the economy and are mentioned wherever relevant in the Notes.
They are subject to risks and uncertainties. The actual results may deviate from these esti-
mates. Detailed information on the financial risk assessments are provided in Note 38.
The consolidated financial statements were approved by the Board of Directors on
25 February 2013. The Board of Directors proposes that the Annual General Meeting of
26 April 2013 approve the consolidated financial statements.
Change in presentation / restatement of prior year figures
It is part of Tamedia’s business strategy to acquire non-controlling interests in companies
with an economic future before proceeding to actively support and promote the develop-
ment of these companies in cooperation with the other shareholders.
If a company merger takes place over several stages (step up acquisition), shares held to
date in an associated company are revalued at their fair value at the time of control being
passed and the resulting gain or loss is recognised in the income statement. It is possible
that an associated company might not develop as planned, resulting in the need for an
impairment. In the interests of a transparent and meaningful accounting, any fair value
adjustments pursuant to IFRS, in either a successful or an unsuccessful case, should be
included in other operating income.
For this reason, Tamedia has decided that any revaluation gains or losses in respect of
step up acquisitions will in future be disclosed in other operating revenues. In accordance
with these new principles, the revaluation gain of CHF 2.3 million from the step up acqui-
sition of FashionFriends AG is included in other operating revenues for 2012.
Tamedia Group
42
As a result of the change in presentation, the gain posted in 2011 from the revaluation
of the joint ventures 20 minutes Romandie, Comfriends, Homegate and Jobup, previously
managed jointly with Edipresse Suisse, is restated as follows in the 2012 consolidated
income statement:
in CHF mill. Published 2011 Restatement Restated 2011
income statement income statement
Media revenues 1 018.5 – 1 018.5
Printing revenues 55.1 – 55.1
Other operating revenues 31.4 12.1 43.5
Operating revenues 1 105.1 12.1 1 117.2
Operating income before depreciation and amortisation (EBITDA) 225.6 12.1 237.7
Depreciation and amortisation (56.8) (56.8)
Operating income (EBIT) 168.8 12.1 180.8
Share of net income (loss) of associated companies 6.9 – 6.9
Financial income 53.2 (12.1) 41.1
Financial expense (13.2) – (13.2)
Income before taxes 215.7 – 215.7
Income taxes (38.6) – (38.6)
Net income (loss) of continuing operations 177.1 – 177.1
Discontinued operations 1.7 – 1.7
Net income (loss) 178.8 – 178.8
This change in presentation has no impact on the balance sheet, net income, equity or
income per share, with the result that no new balance sheet has been prepared. The
impact of this change on segment reporting is explained in Note 2.
Changes in accounting policy in 2012
The following revised standards (IFRS) were applied for the first time during the reporting
period. Their first-time application did not lead to any significant changes in the consol-
idation and valuation principles, in the assets or income situation or in the disclosures.
–IAS 12 “Income Taxes” (amended)
–IFRS 7 “Financial Instruments: Disclosures” (amended)
Impact of new accounting rules in 2013 and thereafter
The new and revised standards and interpretations that must be applied to the consoli-
dated financial statements for 2013 or later are not being applied earlier than required.
Based on an assessment of these standards, the following influencing factors should be
considered in particular:
43
–IAS 19 “Employee Benefits” (amended) – 2013
The changes to IAS 19 “Employee Benefits” mean that the expected return on plan assets
is no longer calculated on the basis of an estimated rate of return on assets. Instead, the
discount rate is now used to calculate the net present value of obligations under defined
benefit plans. This means that net plan liabilities/net plan assets are now only subject
to interest at the discount rate. Based on an assessment as of 31 December 2012, Tame-
dia estimates that retrospective application of this method with effect from 1 January
2012 results in personnel expenses that are CHF 1.3 million higher and net financial
income that is some CHF 14.2 million lower than the figure disclosed as of 31 Decem-
ber 2012. Additionally, equity as of 31 December 2012 (without taking taxes into
account) increases by CHF 12.8 million due to past service cost not yet recognised. The
disclosures on effects and changes are provisional and are still to be assessed in detail.
–FRS 11 “Joint Arrangements” – 2013
Under the new standard, proportionate consolidation, as currently applied, is no longer
permitted. Companies previously subject to proportionate consolidation will now be
included at their pro rata equity values as “Investments in associated companies / Joint
ventures”, and the share of net income will be reported net as “Share of net income of
associated companies / Joint ventures”. Tamedia expects the application of this new
standard to result in revenues for 2012 being approximately CHF 34.3 million lower
compared with the figures published as of 31 December 2012, with EBITDA down by
CHF 2.6 million and EBIT some CHF 1.8 million lower. No effect on net income is
expected.
–IFRS 9 “Financial Instruments” – 2015
The IASB is planning to gradually phase out IAS 39 “Financial Instruments: Recognition
and Measurement”. IFRS 9 represents the first phase in this process. The next phases will
see the IASB look at the topics of hedge accounting and impairment of financial instru-
ments. Implementation of the first phase of IFRS 9 deals with the recognition and meas-
urement of financial assets but has no effect on the recognition and measurement of
financial liabilities. Tamedia will be assessing the impacts once a final version of the
standard is available.
Application of the following standards and interpretations is not expected to result in
any significant changes to the consolidation and valuation principles or to the assets
and income situation.
–IAS 1 “Presentation of Financial Statements” (amended) – 2013
–IAS 27 “Separate Financial Statements” (amended) – 2013
–IAS 28 “Investments in Associates and Joint Ventures” (amended) – 2013
–IAS 32 “Offsetting Financial Assets and Financial Liabilities” (amended) – 2014
–IFRS 7 “Disclosures — Offsetting Financial Assets and Financial Liabilities” – 2013
–IFRS 10 “Consolidated Financial Statements” – 2013
–IFRS 12 “Disclosure of Interests in Other Entities” – 2013
–IFRS 13 “Fair Value Measurement” – 2013
–IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” – 2013
–IFRS (2012), “Improvements to International Financial Reporting Standards” – 2013
–IFRS 10, IFRS 12 and IAS 27 “Investment Companies” – 2014
Tamedia Group
44
Group of consolidated companies
All companies over which Tamedia AG exercises control either directly or indirectly are
included in the consolidated annual financial statements. Companies acquired during
the year are included in the consolidated annual financial statements as of the date on
which control was assumed, and companies sold are excluded from the consolidated
annual financial statements as of the date on which control was surrendered.
Consolidation method
Under the full consolidation method, the assets, liabilities, income and expenses of the
companies that belong to the group of consolidated companies in which Tamedia AG
directly or indirectly holds more than 50 per cent of the voting rights or exercises control
in the financial and operational decisions in any other way are included in their entirety.
The non-controlling interests in equity and in net income (loss) are disclosed separately in
the balance sheet and in the income statement.
Joint ventures in which Tamedia AG directly or indirectly holds 50 per cent of the vot-
ing rights or exercises control over the financial and operational decisions based on agree-
ments entered into with partners are consolidated according to the proportionate consol-
idation method.
Investments in companies in which Tamedia AG directly or indirectly holds less than
50 per cent of the voting rights and in which it does not exercise any control over the
financial or operational decisions are accounted for using the equity method. The report-
ing of such investments in the consolidated financial statements is explained accordingly
under investments in associated companies.
Capital consolidation
The shares in the equity held in consolidated companies are accounted for using the acqui-
sition method. For each business combination, the acquirer measures the non-controlling
interest either at fair value or at the proportional share of the acquiree’s identifiable
assets. In the case a business combination is achieved in stages, the fair value of the
acquiree’s previously held equity interest is remeasured to fair value at the acquisition
date through profit and loss. Acquisition costs incurred are directly recognised in the
income statement.
Treatment of internal intragroup profits
Profits on intercompany sales not yet realised through sales to third parties as of year-end
as well as gains from the intragroup transfer of property, plant and equipment and invest-
ments in subsidiaries are eliminated in the consolidation.
Foreign currency translation
The consolidated annual financial statements of Tamedia are presented in CHF. Monetary
items in a foreign currency in the individual financial statements are reported at the
exchange rate applicable on the balance sheet date. Transactions made in a foreign cur-
rency during the financial year are recorded at the monthly rate. The respective exchange
rate differences are recognised directly in the income statement.
45
Valuation principles
Cash and cash equivalents
Cash and cash equivalents include cash on hand, postal and bank account balances and
time deposits with a term of up to three months, which are measured at nominal value.
Current financial assets
Current financial assets include marketable securities, time, sight and demand deposits
with an original maturity of more than three months but up to a maximum of twelve
months, as well as current derivative financial instruments.
Publicly traded marketable securities are measured at quoted market prices as of the bal-
ance sheet date. Securities that are not publicly traded are reported at fair value. Time,
sight and demand deposits are reported at nominal value. All market value differences –
both realised and unrealised – for these items and for marketable securities are taken
through the income statement. Excluded from such are unrealised market value differ-
ences from derivative financial instruments that are designated as accounting hedges (see
“Valuation principles for derivative financial instruments”).
Trade and other receivables
Trade and other receivables are measured at their nominal value. Specific provisions for
trade receivables whose receipt is doubtful are charged to the income statement. A gen-
eral provision is made for overall risk, the amount of which is based on past experience.
Inventories
Inventories are measured at their purchase or production cost according to the weighted
average method, but at no higher than their net realisable value minus expected costs to
complete and sell.
Articles with a low inventory turnover that are difficult to dispose of are written down
based on commercial criteria.
Property, plant and equipment
Such assets are measured, at the highest, at amortised cost minus economically necessary
depreciation, with the exception of land, which is recognised in the balance sheet at cost.
Improvements to leased properties are carried as assets and depreciated in line with the
term of the lease agreement. Any options for the extension of lease agreements are not
taken into account. The costs of any non-value-enhancing maintenance and repairs are
charged directly to the income statement.
With the exception of economically necessary extraordinary depreciation, the straight-
line method is used over the uniform useful lives established within the Group.
Tamedia Group
46
The following amortisation periods apply:
Property used for operational purposes 40 years
Property used for non-operational purposes 40 years
Conversions and refurbishments 3-25 years
Leasehold improvements 3-25 years
Installations and constructional facilities 3-25 years
Machinery and equipment 3-15 years
Motor vehicles 4-10 years
Office equipment and furnishings 5-10 years
IT systems 3-5 years
Investments in associated companies
Investments in associated companies (i.e. companies in which Tamedia AG directly or
indirectly holds between 20 per cent and 50 per cent of the voting rights, without having
control over financial and operational decisions or voting rights, or below 20 per cent,
where significant inf luence is exercisable in any other way) are accounted for on a pro-
rata basis using the equity method. The Group’s shares in losses that exceed the acquisi-
tion cost are only recognised if Tamedia has a legal or de facto obligation to share in the
continued losses or to participate in any ongoing or initiated financial restructuring.
Non-current financial assets
Non-current financial assets include other investments, non-current loans, non-current
derivative financial instruments and other non-current financial assets.
Other investments (less than 20 per cent of the voting rights) are stated at fair value.
Unrealised gains – net after taxes – are taken to the statement of comprehensive income
until realised. Impairment losses are recognised in the income statement.
Non-current loans are measured at amortised cost.
Non-current derivative financial instruments (held for trading) are stated at fair value.
Both realised and unrealised exchange differences are recognised in the income state-
ment, with the exception of those from derivative financial instruments designated as
accounting hedges (see: “Valuation principles for derivative financial instruments”).
Other non-current financial assets (available for sale) are also reported at fair value.
Unrealised gains – net after taxes – are taken to the statement of comprehensive income
until realised. Impairment losses are recognised in the income statement.
Intangible assets
Acquired intangible assets are capitalised at cost and amortised using the straight-line
method over their anticipated useful lives. Intangible assets with an indefinite useful life
are tested annually for impairment, and a review carried out to determine whether the
useful life continues to be indefinite. The costs of intangible assets generated by the Group
are charged to the income statement as they arise.
The following amortisation periods apply:
47
Goodwill No amortisation
Brand rights and URL No amortisation
Customer bases/publishing rights 5-20 years
Capitalised software project costs 3-5 years
Goodwill and intangible assets
At the time of their initial consolidation, the assets and liabilities of a company – or the
net assets acquired – and the contingent liabilities are measured at fair value. Any posi-
tive difference between the consideration paid and the acquired net assets calculated
according to these principles is recognised as goodwill in the year of acquisition. The good-
will thus calculated is not amortised but is instead subjected to annual impairment test-
ing. If there is an indication of possible goodwill impairment, its value is re-assessed and
if necessary written off as an extraordinary item. Any negative difference between the
consideration paid and the net assets calculated is recognised immediately in the income
statement.
In the case of the disposal of consolidated companies, the difference between the sale
price and net assets, which also include any remaining goodwill, is reported in the con-
solidated income statement as income from sale of investments.
The position that a company or a product has within the market at the time a purchase
agreement is entered into is ref lected in the purchase price that is actually paid for the
particular acquisition. This position is not separable per se and therefore cannot be meas-
ured. It forms an integral component of the goodwill acquired.
Impairment of assets
The carrying amounts of fixed assets, intangible assets with finite useful lives and finan-
cial assets are reviewed when events or changes in circumstances indicate that the value
of such assets may be impaired. The determination of their impairment is based on esti-
mates and assumptions made by the Management Board and Board of Directors. As a
result, it is possible that the actual values realised may deviate from these estimates. If the
carrying amount exceeds the recoverable value, an extraordinary charge is made to the
income statement of the higher of the value that is judged to be recoverable on the basis
of the discounted expected future income or of the net sales value.
Assets held for sale
Assets held for sale are individual assets and liabilities held for sale or those of discontin-
ued business divisions. Assets may only be reclassified under this item if management
has decided to proceed with the sale and is actively seeking for buyers. Additionally, the
asset or disposal group must be immediately sellable. As a general rule, the transaction
should take place within one year. Non-current assets or disposal groups that are classed
as held for sale are no longer depreciated. This can give rise to an impairment loss in some
cases. The resulting gain or loss (after taxes) from discontinued operations, or any changes
in the measurement of assets held for sale, are reported separately under the Note “Dis-
continued operations”.
Tamedia Group
48
Leasing
Assets acquired under leasing agreements that transfer all the risks and rewards inciden-
tal to ownership to the consolidated companies are classified as finance leases. To this end,
such assets are recognised at the commencement of the lease agreement at the lower of
cost or net present value of the future, non-cancellable lease payments, and the corre-
sponding liabilities are deferred and reported as appropriate under current or non-current
financial liabilities.
Profits from sale and leaseback transactions that meet the definition of finance leases are
deferred and amortised over the lease term.
Lease payments for operating leases are accounted for on a straight-line basis and
charged directly to the income statement.
Provisions
Provisions are recorded only if an obligation exists or appears probable based on a past
event and when the amount of such obligation can be reliably estimated.
Possible obligations and those that cannot be reliably estimated are disclosed as contin-
gent liabilities.
Employee benefits
Employee benefit plans maintained by the Group are based on the regulations and con-
ditions prevailing in Switzerland. The majority of employees are insured against old age,
disability and death under the autonomous employee benefit plans of Tamedia Group. All
other employees are insured under the provisions of collective contracts with insurance
companies. Contributions to the employee benefit plans are made by both the employer
and the employee pursuant to statutory requirements and in accordance with the provi-
sions of the respective plans.
Each year, an independent actuary calculates the benefit obligations under the defined
benefit plans in accordance with criteria stipulated in IFRS using the projected unit credit
method. The obligations correspond to the present value of anticipated future cash f lows.
The plan assets and income are calculated annually. Actuarial gains and losses are
reported directly in the statement of comprehensive income.
An economic benefit will result if the company is able to realise a reduction in contri-
butions at some point in the future. The amount which should be made available to the
company as a reduction of future contributions is defined as the present value of the dif-
ference between the service cost under IAS 19 and the statutory contributions, and must
be recognised taking into account the limitation imposed by IAS 19.58. The effects on the
employer contribution reserve, etc. are also considered.
Of the employee benefit expense, the current service cost, plan improvement costs, etc.
are included in personnel expense, while the expected return on the plan assets and inter-
est cost are recognised in financial income.
Any deficit in the defined benefit plans is reported as employee benefit obligations. This
is calculated by offsetting the present value of the employee benefit obligation against the
plan assets at fair value and subsequently recognising them if required by accounting reg-
ulations and if this can be used to reduce the Group’s future costs.
49
The calculations to determine the plan assets, defined benefit obligations and employee
benefit expenses take into account long-term actuarial assumptions, which can differ
from the actual results and have an impact on net assets, the financial position and earn-
ings position.
Contributions to defined contribution plans are recognised in the income statement.
Taxes
Current taxes are recognised in the period to which they relate on the basis of the local
business results reported by the consolidated companies in the reporting year.
Deferred tax liabilities result from valuation differences between tax and consolidation
values and are calculated and recognised based on the liability method. In the process, all
temporary differences between the values attributed for tax purposes and those contained
in the consolidated financial statements are taken into consideration. The tax rates used
are the anticipated local tax rates. Depending on the underlying transaction, any changes
in deferred taxes are recognised in the income statement, in total comprehensive income
or directly in equity.
Deferred taxes on losses carried forward and from temporary differences are only recog-
nised if it is likely that profits will arise in the future that would allow the losses carried
forward or the tax-deductible differences to be offset for tax purposes.
Product development
All costs incurred for product development during the financial year are taken to the
income statement where the restrictive capitalisation requirements for development costs
under IAS 38 are not fully met.
Operating revenues
Operating revenues from the sale of products or services are recognised at the time when
the goods are delivered or the services are rendered. Revenues are stated net of discounts,
losses due to bad debts and value-added tax. Income and expenditures from counter-trans-
actions are reported gross. Any consideration not yet received is accounted for on an
accrual basis.
Segment reporting
Segment reporting is carried out by business divisions, which are broken down by mar-
kets. The Print Regional business division encompasses all regional newspapers and
gazettes, as well as newspaper printing and services for internal customers. The Print
National business division comprises all newspapers and magazines that have a national
focus. The Digital business division encompasses all online media.
The accounting and reporting principles described above also apply to segment reporting.
Income, expenses and results of the various segments include offsetting between the
business divisions. Such offsetting is carried out on an arm’s length basis.
Derivative financial instruments
Forward contracts and options with financial institutions are not entered into on a spec-
ulative basis, but selectively and exclusively for the purposes of mitigating the specific for-
Tamedia Group
50
eign currency and interest rate risks associated with business transactions. Foreign cur-
rency derivatives are measured based on the settlement of the hedged items as fair value
hedges or as cash f low hedges, either in conjunction with the underlying transactions or
separately at fair value as of the balance sheet date.
Derivative financial instruments such as interest rate swaps, foreign currency transac-
tions and certain derivative financial instruments embedded in basic agreements are
recognised at fair value, either as current or non-current financial assets or liabilities. The
changes in fair value are taken either to the income statement or to the statement of com-
prehensive income, depending on the purpose for which the respective derivative finan-
cial instruments are used.
In the case of fair value hedges and those that qualify as such, the change in fair value
of the effective portion (of the derivative financial instrument and the underlying trans-
action) is recognised immediately in the income statement. The changes in the fair value
of the effective portion of derivative financial instruments classed as cash f low hedges and
qualify for treatment as such are taken to the statement of comprehensive income until
the underlying transactions can be recognised in the income statement.
Changes in the fair value of derivative financial instruments that are not considered to
be accounting hedges (as understood by the definition given above) or that do not qualify
as such are recognised in the income statement as components of financial income or
expense. This also applies to fair value hedges and cash f low hedges as described above as
soon as such financial instruments cease to qualify for hedge accounting treatment.
Contractual obligations to purchase own equity instruments (such as put options on
non-controlling interests, for example) result in the recognition of a financial liability,
which is recognised at the present value of the exercise amount in equity. The fair value
of the financial liability is regularly reviewed and any deviation from the first-time recog-
nition is recorded in financial income or expense.
Transactions with associated companies and related parties
Transactions with associated companies and related parties are conducted on an arm’s
length basis. Details relating to the compensation of the Board of Directors and Manage-
ment Board are disclosed in the Notes and in the Corporate Governance section.
Employee profit participation programme
Through its employee profit participation programme, Tamedia provides the opportunity
for its managers and employees to purchase shares in the company (see also Note 45). The
difference between the fair value and transfer price is recognised as a personnel expense
in the income statement when incurred. Treasury shares are purchased to cover the asso-
ciated risk.
51
Notes to the consolidated income statement, balance sheet, statement of cash flows and
statement of changes in equity
The figures in the consolidated annual financial statements have been rounded. Minor
rounding differences may occur as the calculations have been carried out with a high
degree of accuracy.
Note 1 Changes to the group of consolidated companies
In the 2012 financial year, the following significant changes occurred in relation to the
group of consolidated companies:
Acquisition of consolidated companies and activities
jobs.ch
With effect from 30 November 2012, Tamedia AG and the Ringier media house acquired
a 100 per cent stake in jobs.ch Holding AG. Tamedia and Ringier each intend holding a
50 per cent share in the company. The activities of jobs.ch Holding AG include the oper-
ation of the jobs platform jobs.ch and the Swiss online executive jobs market topjobs.ch, and
it also holds a 49 per cent share in the Austrian online jobs marketplace karriere.at. Tame-
dia will be incorporating its online job advertisement subsidiary Jobup AG into the part-
nership at a value of CHF 120.0 million in early January 2013. Tamedia and Ringier have
agreed on a control option that enables Tamedia to carry out its consolidation pursuant
to IFRS.
The price of the transaction was CHF 390.0 million in cash for 100 per cent of the shares
of jobs.ch Holding AG. After a purchase price adjustment of CHF 49.2 million and taking
into account the price of CHF 10.0 million for the granting of a control option by Ringier,
the total purchase price is CHF 350.8 million. The price of the 50 per cent of the shares
acquired by Tamedia was CHF 180.4 million in cash. Costs of CHF 0.2 million arose in con-
nection with the acquisition and were recognised in the income statement.
The purchase price was financed by the company’s own funds and, to the extent neces-
sary, by a credit facility entered into by Tamedia on 22 November 2012 with a banking con-
sortium for a maximum amount of CHF 235.0 million. This is expected to be used for a
term of three years. Significant conditions include the interest rate agreed, consisting of
Libor and an interest margin. The interest margin varies according to the debt ratio and
the amount of the promissory notes assigned as collateral. The assignment of promissory
notes in the amount of CHF 251.1 million is anticipated. It was agreed that the financial
ratios to be adhered to are a maximum debt ratio (gross debt divided by EBITDA) and a min-
imal equity ratio (equity in relation to total assets).
The recognised assets amount to CHF 462.2 million and the liabilities to CHF 111.4 mil-
lion. The key positions and contribution to income reported since 1 December 2012 on the
part of jobs.ch Holding AG can be found in the table below. The assets reported include
goodwill of CHF 237.5 million arising from the strong market position in online job adver-
tisements in the German-speaking part of Switzerland and from the expected synergies
listed below:
–Organisational merger of the activities of jobs.ch Holding AG and Jobup AG
Tamedia Group
52
–Strengthening of the activities of jobs.ch Holding AG and Jobup AG by developing new
solutions across different language regions for job-seekers and corporate clients
–Cost improvements in the central areas
The goodwill is assumed not to be deductible for tax purposes.
in CHF 000 Provisional values on
initial consolidation
Cash and cash equivalents 22 074
Trade accounts receivable 11 371
Property, plant and equipment 793
Investments in associated companies 9 817
Intangible assets 417 315
Other assets 801
Assets 462 170
Trade accounts payable (634)
Deferred revenues and accrued liabilities (18 692)
Deferred tax liabilities (36 453)
Current and non-current financial liabilities (47 537)
Employee benefit obligations as per IAS 19 (1 612)
Other liabilities (6 448)
Liabilities (111 376)
Net assets 350 794
Remaining non-controlling interests (170 397)
Purchase price 180 397
Cash and cash equivalents bought 22 074
Cash and cash equivalents paid (180 397)
Decrease in cash (158 323)
Revenues recognised since acquisition date 2 748
Net income recognised since acquisition date 959
Had the acquisition taken place with effect from 1 January 2012, the reported revenues
for 2012 would have been approximately CHF 43.3 million higher and reported net
income approximately CHF 16.9 million higher.
Deferred revenues and accrued liabilities for future revenues that have already been
paid for in the gross amount of CHF 26.7 million decreased by CHF 8.0 million to CHF 18.7
million. This reduction corresponds to the estimate of realised gains upon first-time con-
solidation. As a result, the revenues and the operating income of jobs.ch Holding AG 2012
are CHF 0.9 million lower in 2012, CHF 6.5 million lower in 2013 and CHF 0.6 million
lower in 2014 than they would have been without the acquisition.
The shares of non-controlling interests were calculated on the basis of the purchase price
effectively paid by Ringier.
The assets comprise receivables with a fair value of CHF 11.4 million, the gross amount
of CHF 11.6 million of which CHF 0.2 million was written down.
53
Details of the first-time consolidation are based on provisional values and estimates
given the timing of the acquisition close to the year-end.
FashionFriends AG
On 1 October 2012 Tamedia AG acquired a further 20 per cent share in FashionFriends AG,
increasing its holding from 45 to 65 per cent. This increase in its holding gives Tamedia
overall control of FashionFriends AG, which has been included in the group of consoli-
dated companies since 1 October 2012. The price of the transaction amounted to CHF 3.6
million in cash. Because the acquisition took place in several steps, the previously held
interests are taken into account with a fair value of CHF 2.2 million at the time of the
transfer of control. The difference compared with the previous value of the investment is
CHF 2.4 million and is reported as profit under other operating revenues. No costs were
incurred in relation to the transaction.
First-time consolidation included assets of CHF 25.7 million and liabilities of CHF 16.7
million. In addition to cash and cash equivalents (bank debts) of CHF –0.1 million, the
assets also comprise goodwill of CHF 14.8 million. Goodwill and non-amortisable intan-
gible assets amount to 74 per cent of total assets or CHF 19.0 million. The goodwill is
assumed not to be deductible for tax purposes. Revenues taken into account since 1 Octo-
ber 2012 total CHF 6.7 million, with net income for the same period of CHF –2.7 million.
Had the acquisition taken place with effect from 1 January 2012, the reported revenues
for 2012 would have been approximately CHF 16.1 million higher while reported net
income would have been CHF 3.8 million lower.
Details of the first-time consolidation are based on provisional values and estimates.
Bilan, Langenthaler Tagblatt and Tribune des Arts
The following smaller acquisitions were also effected in the 2012 financial year. Tamedia
Publications romandes SA acquired the business publication Bilan from Edipresse Devel-
oppement SA on 1 January 2012. The company SA de la Tribune de Genève acquired the
Tribune des Arts magazine, also from Edipresse Developpement SA, with effect from 1 Jan-
uary 2012. Espace Media AG acquired the Langenthaler Tagblatt newspaper from AZ Medien
with effect from the beginning of January 2012. Since Monday, 2 July 2012, the new paper
BZ Langenthaler Tagblatt, created by merging BZ Berner Zeitung (Oberaargau edition) and Lan-genthaler Tagblatt, has been published in the Oberaargau region.
The price of the transaction totalled CHF 13.9 million in cash. Assets of CHF 14.5 mil-
lion were included upon the first-time consolidation. As well as the customer base and
brand, the assets also include goodwill of CHF 2.2 million.
Tamedia Group
54
Disposal of consolidated companies and activities
Television and radio
The TV activities TeleBärn and TeleZüri were sold to AZ Medien AG with effect from 4 Janu-
ary 2012. At the same time, Tamedia sold its 100 per cent stake in Belcom AG, the mar-
keting organisation in which the sales teams of Radio 24 and TeleZüri are bundled, to
AZ Medien AG. The radio broadcaster Capital FM was sold to Zürichsee Media AG with
effect from 27 April 2012, and Radio 24 AG was sold to BT Holding AG with effect from
12 July 2012. The deconsolidation of television and radio activities in 2012 resulted in the
loss of CHF 56.4 million in assets (of which cash and cash equivalents of CHF 7.2 million)
and CHF 6.7 million in liabilities. The sales price for the companies and activities that
were disposed of totalled CHF 63.4 million.
in CHF 000 Values on
deconsolidation
Cash and cash equivalents 7 241
Trade accounts receivable 4 588
Property, plant and equipment 4 294
Financial assets 3 577
Intangible assets 34 726
Other assets 1 962
Assets 56 388
Trade accounts payable (433)
Liabilities for current tax (914)
Other current liabilities (1 493)
Deferred revenues and accrued liabilities (3 857)
Provisions –
Other liabilities (1)
Liabilities (6 698)
Net assets 49 690
Purchase price 63 360
Cash and cash equivalents sold (7 241)
Increase in cash 56 119
Further information can be found in the section “Discontinued operations”.
55
Specialist media
On 30 September 2012 Tamedia sold its investment in Terre & Nature SA, representing a
98 per cent stake, to Multimedia Gassmann AG. The sale of the 49 per cent stake in
Schweizer Bauer to Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern
(OGG) took place on 12 December 2012. The deconsolidation of the specialist media com-
panies resulted in the loss of CHF 22.8 million in assets (of which cash and cash equiva-
lents of CHF 6.7 million) and CHF 7.8 million in liabilities. The sales price was CHF 15.1
million.
in CHF 000 Values on
deconsolidation
Cash and cash equivalents 6 698
Trade accounts receivable 1 782
Property, plant and equipment 19
Intangible assets 14 080
Other assets 198
Assets 22 777
Trade accounts payable (301)
Liabilities for current tax (454)
Other current liabilities (221)
Deferred revenues and accrued liabilities (5 869)
Provisions (4)
Other liabilities (922)
Liabilities (7 772)
Net assets 15 006
Purchase price 15 081
Cash and cash equivalents sold (6 698)
Increase in cash 8 383
Further information can be found in the section “Discontinued operations”.
Further changes to the group of consolidated companies
–The companies 20 Minutes Romandie SA and Tilllate Schweiz AG were merged into
20 Minuten AG with retrospective effect from 1 January 2012.
–Edipub SA was merged into Tamedia Publications romandes SA (previously Edipresse
Publications SA) with effect from 1 January 2012.
–Espace Media Groupe AG was merged into Espace Media AG with effect from 1 January
2012.
–The agricultural media business area ceased to be part of Espace Media AG with effect
from 1 January 2012 and now forms part of the newly created FMA Fachmedien
Agrar AG.
–The Glattaler business part was carved out of Zürcher Regionalzeitungen AG with effect
from 1 January 2012 to become part of the newly established Glattaler AG. On 7 June 2012
Tamedia AG sold a 20 per cent stake in the company to Zürcher Oberland Medien AG.
Tamedia Group
56
In the reporting year 2011, the following significant acquisitions and disposals took place,
which must also be disclosed in this Annual Report in accordance with the requirements
of IAS 1 “Presentation of Financial Statements”:
Acquisitions of consolidated companies
The acquisition of consolidated companies is detailed below.
PPSR Presse Publications SR S.A.
On 3 March 2009 Edipresse and Tamedia announced their plan to gradually merge their
business in Switzerland. In a first step, Tamedia acquired 49.9 per cent of the share capi-
tal of Presse Publications SR S.A. (Edipresse Suisse) for CHF 206.3 million in cash on 1 Jan-
uary 2010. In a second step, Tamedia increased its ownership interest by a further 0.2 per
cent of share capital in early 2011, thereby assuming control of Edipresse Suisse.
In connection with the assumption of control with effect from the beginning of 2011,
Edipresse and Tamedia agreed to merge their Swiss business in 2011 instead of with effect
from 1 January 2013, as foreseen in the original agreement. The now largely fixed pur-
chase price for the prematurely acquired remaining 49.9 per cent of the share capital of
Edipresse Suisse ranges between an estimated CHF 269.8 million and CHF 330.2 million
in cash plus 250,000 Tamedia AG shares, and is due over a period of two years. Tamedia
made a cash payment of CHF 141.2 million in 2011 and of CHF 59.2 million in 2012.
Tamedia already paid CHF 68.6 million in 2012 in respect of the portion due in the first
quarter of 2013, estimated at between CHF 69.4 and 129.8 million in cash and to include
250,000 Tamedia AG shares.
The Management Board estimated for the first-time consolidation that the final tranche
of the purchase price would amount to CHF 99.1 million in cash. The amount will be
largely inf luenced by the development of business as measured in terms of the revenues
of selected operations in 2012. The value of the shares of Tamedia AG is based on their
value as at 31 December 2010 of CHF 31.0 million or CHF 124.10 per share and is taken
into account in the purchase price. The rate used to discount the individual purchase price
components corresponds to 3-month Libor plus 50 and 100 basis points for the first and
second tranches, respectively. This corresponds to the interest rate that was contractually
agreed with Edipresse in the event of premature settlement or settlement after the due
date in cash. After discounting the individual purchase price components, the estimated
fair value at the time of acquisition of the prematurely acquired remaining 49.9 per cent
of the share capital of Edipresse Suisse amounted to CHF 324.1 million.
The purchase price due for the premature acquisition of the remaining 49.9 per cent has
been accounted for as a financial liability. The amount of the variable long-term liability
has been regularly reviewed and any deviation over its first-time recognition is reported
under financial income based on a new assessment of the expected business performance
of Edipresse Suisse. On the basis of the development of business, the revenues of selected
operations that are relevant to determining the final tranche of the purchase price are
lower than at the time of the transfer of control. The value of the purchase price liability
has therefore fallen from the originally estimated amount of CHF 99.1 million to CHF 69.7
million. Of the CHF 29.4 million difference in the expected amount, CHF 18.8 million was
recognised as financial income in 2012 and CHF 10.6 million in 2011. The interest of
CHF 1.9 million accrued on the present value of the obligation to pay the residual pur-
57
chase price was also taken through the income statement. Taken together, the individual
purchase price components total CHF 508.3 million.
As the acquisition is being made in several steps, the investments hitherto held in Edi-
presse Suisse, including the previous joint ventures 20 Minutes Romandie, Comfriends,
Homegate and Jobup, are based on a fair value of CHF 250.4 million as of the date of the
transfer of control. The deviation compared with the previous value of these investments
is CHF 12.1 million and was originally reported as profit under other operating income
(Tamedia decided in 2012 to report any revaluation gains relating to step up acquisitions
under other operating revenues). The shares of minority shareholders were recognised
based on the fair values of the assets and liabilities of Homegate after taking a minority
discount of 20 per cent into account. Costs of CHF 0.1 million arose in connection with
the transaction and were recognised in the income statement.
The recognised assets amount to CHF 789.3 million and the liabilities to CHF 202.0 mil-
lion. The key positions and contribution to income reported since 1 January 2011 can be
found in the table below. The assets reported include goodwill of CHF 179.1 million aris-
ing from the market position to date in Western Switzerland and from the expected syn-
ergy effects listed below:
–Merger of the two commuter newspapers 20 minutes and Le Matin bleu and activities
in the area of online classified platforms
–Strengthening of the regional dailies, Sunday newspapers, magazines and online plat-
forms by the development of new joint media services
–Offers for advertising customers that also make national solutions in particular possible
–Cost improvements in central areas such as printing, distribution and technical infra-
structure
Tamedia Group
58
The goodwill is assumed not to be deductible for tax purposes.
in CHF 000 Values on
initial consolidation
Cash and cash equivalents paid 1 000
Purchase price obligation 293 091
Tamedia AG shares to be delivered 31 025
Purchase price 325 116
Equity value of the previously held interests before revaluation gain 238 345
+/– Revaluation gain 12 077
Fair value of previously held interests 250 422
Equivalent value of transaction after revaluation gain 575 538
in CHF 000 Final values on the
initial consolidation
Cash and cash equivalents 32 656
Trade accounts receivable 42 402
Accrued income and prepaid expenses 7 452
Property, plant and equipment 69 574
Investments in associated companies 47 555
Other non-current financial assets 23 179
Intangible assets 562 164
Other assets 4 291
Assets 789 272
Trade accounts payable (16 358)
Deferred revenues and accrued liabilities (62 812)
Deferred tax liabilities (90 564)
Provisions (5 922)
Non-current financial liabilities (11 283)
Employee benefit obligations as per IAS 19 (917)
Other liabilities (14 114)
Liabilities (201 971)
Net assets 587 301
Remaining minority interests (11 763)
Purchase price 575 538
Cash and cash equivalents acquired (excluding previously held investments in joint ventures) 27 742
Cash and cash equivalents paid (1 000)
Increase in cash 26 742
Revenues recognised since acquisition date 406 745
Net income recognised since acquisition date 57 855
The assets comprise receivables with a fair value of CHF 42.4 million, the gross amount of
which is CHF 43.9 million and of which CHF 1.5 million was written down.
59
Car4you Schweiz AG
After acquiring a 15 per cent interest in the operator of the online vehicle portal
car4you.ch at the beginning of January 2010, Tamedia AG acquired the remaining 85 per
cent on 1 January 2011. The cost of the transaction amounted to CHF 6.0 million in cash,
and the fair value of the previously acquired investment was CHF 0.9 million. Assets of
CHF 9.5 million and liabilities of CHF 2.6 million were included in the first-time consoli-
dation. In addition to cash and cash equivalents of CHF 0.6 million, the assets also com-
prise goodwill of CHF 6.1 million. The goodwill is assumed not to be deductible for tax pur-
poses. Revenues taken into account since 1 January 2011 for the 2011 financial year total
CHF 3.2 million, with net income for the same period of CHF –1.1 million.
Disposal of consolidated companies
FMM Fachmedien Mobil AG
With effect from 1 September 2011, Tamedia sold its 100 per cent stake in FMM Fachme-
dien Mobil AG, publisher of Automobil Revue and Revue Automobile, to the Basel-based pub-
lisher Dominique Hiltbrunner.
The deconsolidation of FMM Fachmedien Mobil AG resulted in the loss of CHF 8.5 mil-
lion in assets (of which cash and cash equivalents of CHF 2.2 million) and CHF 3.2 million
in liabilities. The sales price was CHF 5.8 million. The gain in the amount of the difference
between the consolidated equity and the sales price arising from the transaction is
reported under financial income under gains from sale of investments in Note 12. Further
information on discontinued operations can be found in Note 15.
Further changes to the group of consolidated companies
–A 50 per cent stake in the company 20 minuti Ticino SA, which publishes the new com-
muter newspaper 20 minuti in Ticino, was sold to desminüt SA.
–The companies March Höfe Zeitung Verlag AG, Zürcher Unterland Medien AG and
Zürichsee Presse AG were merged into Zürcher Regionalzeitungen AG with retrospec-
tive effect from 1 January 2011.
–A 25 per cent stake in scoup AG was sold to the founding team.
Tamedia Group
60
Note 2Segment information
in CHF 000 Print Regional Print National Digital Eliminations Total
2012
Operating revenues third parties 484 254 420 301 147 842 – 1 052 397
Operating revenues intersegment 62 530 726 346 (63 601) –
Operating revenues 546 784 421 026 148 187 (63 601) 1 052 397
Operating expenses (452 268) (323 896) (136 476) 63 601 (849 039)
Operating income before depreciation
and amortisation (EBITDA) 94 516 97 131 11 711 – 203 358
Margin 1 17.3% 23.1% 7.9% – 19.3%
Depreciation and amortisation (38 546) (5 664) (16 127) – (60 338)
of which impairment of goodwill – – (2 312) – (2 312)
of which publishing rights (IFRS 3) (5 236) (5 286) (8 480) – (19 002)
Operating income (EBIT) 55 969 91 466 (4 416) – 143 020
Margin 1 10.2% 21.7% –3.0% – 13.6%
Average number of employees 2 063 658 639 – 3 360
2011 2
Operating revenues third parties 531 836 447 365 137 991 – 1 117 192
Operating revenues intersegment 86 363 1 876 6 280 (94 519) –
Operating revenues 618 199 449 241 144 270 (94 519) 1 117 192
Operating expenses (519 863) (334 738) (119 440) 94 519 (879 523)
Operating income before depreciation
and amortisation (EBITDA) 98 336 114 502 24 830 – 237 669
Margin 1 15.9% 25.5% 17.2% – 21.3%
Depreciation and amortisation (37 741) (5 247) (13 837) – (56 825)
of which impairment of goodwill – – (3 238) – (3 238)
of which publishing rights (IFRS 3) (4 613) (4 948) (5 690) – (15 250)
Operating income (EBIT) 60 595 109 255 10 993 – 180 843
Margin 1 9.8% 24.3% 7.6% – 16.2%
Average number of employees 2 176 632 493 – 3 301
1 The margin relates to operating revenues.
2 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have been adjusted accordingly. Further
explanations can be found in the Consolidation principles.
Segment reporting is broken down by market. The Print Regional business division
encompasses all regional newspapers and gazettes, as well as newspaper printing and serv-
ices. The Print National business division comprises all newspapers and magazines that
have a national focus. The Digital business division encompasses all online media.
Information on assets, liabilities, interest, investments and income taxes are not dis-
closed as these are also not reported internally by segment.
All significant revenues are generated in Switzerland and all significant positions under
fixed assets are located in Switzerland.
Further information on the individual segments is shown in the operational reporting
on pages 13 to 25.
61
Note 3 Foreign currency conversion
The following exchange rates were applied to convert foreign currencies:
in CHF 2012 2011
Exchange rate at year’s end
1 EUR 1.21 1.22
Average exchange rate
1 EUR 1.20 1.23
Note 4 Media revenues
in CHF 000 2012 2011
Advertising revenues 530 606 599 708
Distribution 281 405 282 545
Online 136 005 123 594
Other media activities 14 423 12 702
Total 962 439 1 018 549
of which barter transactions 38 265 37 245
Media revenues made by far the largest contribution to operating revenues, accounting
for 91 per cent. They fell by CHF 56.1 million or 6 per cent to CHF 962.4 million compared
to the previous year. Advertising revenues fell by CHF 69.1 million or 12 per cent, which
is mainly attributable to the decline in job advertisements. Distribution revenues
remained stable compared with the previous year, registering only a slight decline, while
online media revenues increased by CHF 12.4 million or 10 per cent.
Note 5 Printing revenues
in CHF 000 2012 2011
Newspaper offset press revenues 39 428 40 814
Other printing revenues 14 942 14 311
Total 54 371 55 125
Printing revenues continued to generate 5 per cent of operating revenues, falling by
CHF 0.8 million or 1 per cent to CHF 54.4 million.
Tamedia Group
62
Note 6Other operating revenues
in CHF 000 2012 2011 1
Delivery and transport 8 572 8 535
Gain on disposal of property, plant and equipment 90 941
Unused provisions 568 3 008
Merchandise revenues 7 045 242
Revaluation gain on previously non-consolidated investments 2 2 352 12 077
Other operating income 16 960 18 715
Total 35 587 43 517
1 The disclosures of the prior year were adjusted to reflect the new presentation
2 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have
been adjusted accordingly. Further explanations can be found in the Consolidation principles.
Other operating revenues accounted for 3 per cent of total operating revenues, declining
an overall 18 per cent to CHF 35.6 million. Transport revenues remained stable compared
with the previous year, while provisions for litigation risks and other provisions were not
required. Trade merchandise revenues of FashionFriends AG are for the first time included
in other operating revenues. The revaluation gains on a step up acquisition amounted to
CHF 2.4 million, compared to CHF 12.1 million in the previous year. Further information
can be found in the notes on the acquisition of consolidated companies and activities
(FashionFriends AG and PPSR Presse Publications SR S.A.). The fall in other operating rev-
enues is attributable to various small changes.
Note 7Costs of material and services
in CHF 000 2012 2011 1
Costs of material 73 141 84 925
Merchandise expenses 5 614 63
Costs of services 86 898 91 674
Total 165 654 176 662
1 The disclosures of the prior year have been adjusted to reflect the new presentation
Costs of material and services accounted once again for 16 per cent of operating revenues
during the period under review (previous year: 16 per cent), declining by 6 per cent to
CHF 165.7 million. Expenditures for paper declined by 14 per cent to CHF 55.1 million,
with roughly half of the decline attributable to the lower paper price and to the fall in
printing volume. CHF 4.1 million of the increase in trade merchandise expense, which
rose to CHF 5.6 million, can be attributed to the first-time inclusion of FashionFriends AG.
The cost of services declined by 5 per cent to CHF 86.9 million.
63
Note 8 Personnel expense
in CHF 000 2012 2011 1
Salaries and wages 342 387 333 669
Social security and retirement benefits 54 859 62 705
Employee benefit expense 2 (5 093) 9 788
Other personnel expense 11 894 9 166
Total 404 047 415 328
1 The disclosures of the prior year were adjusted to reflect the new presentation
2 The reported expenses for IAS 19 take into account the items reported in Note 23: further effects, current employer service costs, effect of plan
curtailments/settlements, recognition of past service costs and employer contributions. The impact of interest cost and the expected return on plan assets
are recognised in net financial income.
Headcount
Number 2012 2011
As of 31 December 3 471 3 330
Average 3 360 3 301
Personnel expense, at 38 per cent of operating revenues, continues to represent the largest
expense item, declining 3 per cent or CHF 11.3 million over the previous year to CHF 404.0
million. After taking into account one-off effects such as the change in the group of con-
solidated companies, the recognition and reversal of provisions for social plans and the
influence of the application of IAS 19, current personnel expense was down by approxi-
mately CHF 0.5 million compared to the previous year’s period.
The headcount (converted to full-time equivalents) had risen from 3,330 to 3,471 by
year-end, an increase of 4 per cent or 141 full-time equivalents. Average headcount for the
year was 3,360, which represents an increase of 59 full-time equivalents or 2 per cent com-
pared to the previous year.
Note 9 Other operating expenses
in CHF 000 2012 2011
Distribution and sales expenses 125 437 121 947
Advertising and public relations 67 818 67 235
Rent, lease payments and licences 24 611 21 676
General operating expenses 61 472 76 674
Total 279 338 287 533
of which barter transactions 38 265 37 245
Other operating expenses amounted to 27 per cent of operating revenues (previous year
26 per cent) and thus decreased by 3 per cent or CHF 8.2 million to CHF 279.3 million. The
decrease is mainly attributable to the decline in general operating expenses. Alongside a
Tamedia Group
64
large number of minor changes, the decline is attributable to the use of third-party serv-
ices for sales activities at Tamedia Publications romandes in the previous year, which were
no longer incurred in the year under review. Distribution and sales expenses and the costs
for advertising and public relations remained stable compared to the previous year. The
increase in rent, lease payments and licences is attributable equally to rising rental and
licence expenditures.
Note 10Depreciation and amortisation
in CHF 000 2012 2011
Depreciation of property, plant and equipment 28 651 28 090
Impairment on goodwill 2 312 3 238
Amortisation of intangible assets 28 566 25 427
Other depreciation and value adjustments 809 71
Total 60 338 56 825
Depreciation and amortisation increased by 6 per cent or CHF 3.5 million to CHF 60.3 mil-
lion. While depreciation of property, plant and equipment rose by 2 per cent, amortisa-
tion of intangible assets increased by 12 per cent, due mainly to the increase in publish-
ing rights. The goodwill impairment loss associated with continuing operations totalled
CHF 2.3 million.
Note 11Associated companies
in CHF 000 2012 2011
Net income (loss) from the at-equity valuation of associated companies 4 010 6 943
Share of equity of associated companies 104 477 93 692
The share of net income of associated companies fell by CHF 2.9 million to CHF 4.0 mil-
lion in 2012, due in part to the sale of the investment in Epsilon SA in 2001 and the
absence of its share of net income. The rest of the change was largely attributable to the
general deterioration in economic conditions.
The share of equity of associated companies increased by a net CHF 10.8 million to
CHF 104.5 million. The investments acquired in associated companies Immostreet.ch SA,
TicinOnline SA as well as in associated companies Karriere.at GmbH, Karriere.ch AG and
x28 AG in connection with the acquisition of jobs.ch Holding AG are recognised for the
first time 2012. The corresponding value of the investment in the associated company
FashionFriends AG is no longer reported due to the latter’s full consolidation.
65
Share of net assets and income of associated companies
in CHF 000 2012 2011
Current assets 65 184 75 001
Non-current assets 91 327 81 909
Assets 156 511 156 910
Current liabilities 42 658 50 989
Non-current liabilities 9 376 12 229
Net assets 104 477 93 692
Share of income (loss) of associated companies
Operating revenues 218 561 244 560
Operating expenses (205 326) (230 002)
Operating income before depreciation and amortisation (EBITDA) 13 235 14 558
Depreciation and amortisation (5 617) (6 353)
Operating income (EBIT) 7 618 8 206
Financial income (1 974) 981
Income taxes (1 634) (2 243)
Net income (loss) 4 010 6 943
None of the shares of associated companies are publicly traded, with the result that pub-
lished share prices are not available. As the associated companies do not apply IFRS, the
financial statements available were adjusted to reflect IFRS principles, requiring estimates
to be made in some cases. Adjustments may be necessary in the coming years if new infor-
mation is made available. All the material companies close their accounts on 31 Decem-
ber.
Details of transactions with associated companies are disclosed in Note 43.
Tamedia Group
66
Note 12Financial result
in CHF 000 2012 2011
Interest income 430 294
Gains on marketable securities 6 169
Gains from sale of investments 2 719 4 863
Exchange gains 2 228 6 823
Financial income from IAS 19 12 876 18 031
Other financial income 1 18 237 10 894
Financial income 36 496 41 074
Interest expense (3 151) (6 448)
Losses on marketable securities – (481)
Impairment of financial assets (250) (512)
Exchange losses (2 582) (5 564)
Financial expense from IAS 19 (101) (141)
Other financial expense (171) (20)
Financial expense (6 256) (13 164)
Total 30 240 27 910
1 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have
been adjusted accordingly. Further explanations can be found in the Consolidation principles.
Financial income increased by CHF 2.3 million to CHF 30.2 million. Net financial income
resulting from the application of IAS 19 declined by CHF 5.1 million to CHF 12.8 million
in the year under review. The adjustment of CHF 18.1 million (previous year: CHF 10.6 mil-
lion) to the expected final instalment of the purchase price for Edipresse Suisse resulted
in an increase in other financial income. Gains from the sale of investments is attributa-
ble to the sale of various small investments. Exchange gains were down slightly, while
there was a decline in interest costs compared to the previous year associated with the
repayment of the purchase price due relating to the acquisition of Edipresse Suisse in the
first half of the year.
Note 13Income taxes
in CHF 000 2012 2011
Current income taxes (41 655) (34 695)
Deferred income taxes 2 112 (3 940)
Total (39 543) (38 634)
67
Analysis of tax expense
in CHF 000 2012 2011
Income before taxes 177 270 215 696
Average income tax rate 21.5% 22.2%
Expected tax expense (using weighted average tax rates) (38 042) (47 832)
Income tax incurred in prior periods (1 482) (110)
Unrecognised deferred tax assets on tax loss carryforwards (1 355) (422)
Impact of deductions for investments in associatesand other non taxable items 3 437 12 020
Expenses not deductible for tax purposes (5 912) (366)
Amortisation of goodwill not deductible for tax purposes (486) (787)
Change in deferred taxes due to change in tax rates 1 195 366
Impact of changes in the valuation of deferred taxes 2 536 (1 042)
Other impacting items 564 (461)
Income taxes (39 543) (38 634)
Effective tax rate 22.3% 17.9%
The anticipated average income tax rate equals the weighted average of the rates of the
consolidated companies. This fell by 0.7 per cent in 2012 owing to the different distribu-
tion of profits to the cantons.
The effective tax rate increased from 17.9 per cent to 22.3 per cent. Income taxes
incurred in prior periods increased in 2012 due primarily to the offsetting for tax pur-
poses of a previously written down investments. The unrecognised deferred tax assets on
tax loss carryforwards are based on the assumption that for incurred losses the earnings
position of the companies in question does not currently make realisation possible. The
impact of deductions for investments and other non-taxable income fell considerably in
2012. This can be explained in particular by substantial write-downs, under commercial
law, of investments (without any deferred tax effects) 2011, which significantly reduced
the tax expense during the previous year. This one-off effect was partly offset in 2012, as
these investments were sold during the current year, resulting in expenses that were not
deductible for tax purposes from the perspective of consolidation.
Tamedia Group
68
Note 14Deferred tax assets and liabilities
in CHF 000 2012 2011
Deferred taxes based on temporary measurement differences on:
Other property, plant and equipment 260 –
Financial assets 365 2 434
Employee benefit plan assetsand employee benefit obligations as per IAS 19 20 204 15 453
Capitalized tax loss carryforwards 4 559 4 250
Other balance sheet items 658 –
Total deferred tax assets 26 046 22 137
Trade accounts receivable (1 449) (1 270)
Land and buildings (16 257) (17 445)
Other property, plant and equipment (10 724) (10 343)
Financial assets (679) –
Intangible assets (120 255) (88 956)
Provisions (4 560) (4 560)
Other balance sheet items (1 174) (3 545)
Total deferred tax liabilities (155 099) (126 119)
Total deferred taxes (129 053) (103 982)
of which deferred tax assets 5 432 3 840
of which deferred tax liabilities (134 485) (107 823)
The increase of CHF 25.1 million is predominantly attributable to the impact of the acqui-
sition of jobs.ch Holding AG.
Tax loss carryforwards
in CHF 000 2012 2011
Recognised tax loss carryforwards 4 559 4 250
Weighted average income tax rate 18.0% 19.3%
Corresponding to effective tax loss carryforwards (25 264) (22 047)
Expiring within 1 year – –
Expiring in 2 to 5 years (5 852) (4 114)
Expiring later than in 5 years (19 412) (17 932)
69
The realisability of these capitalised tax loss carryforwards will depend on the taxable
profits generated in the future. Estimates over a period of several years, which also take
into account changes in existing tax laws and tax rates, form the basis for the evaluation
of the likelihood of their realisation. The relevant companies fulfil the prerequisites for
their realisation based on their current earnings position.
in CHF 000 2012 2011
Unrecognised tax loss carryforwards (50 431) (39 608)
Expiring within 1 year (1) (17)
Expiring in 2 to 5 years (35 035) (27 589)
Expiring later than in 5 years (15 395) (12 002)
The unrecognised tax loss carryforwards increased as of the end of 2012 by CHF 10.8 mil-
lion to CHF 50.4 million. This was mainly attributable to the discontinued operations of
scoup AG and the first-time consolidation of FashionFriends AG.
Note 15 Discontinued operations
The products and investments listed below are disclosed in the income statement, balance
sheet and cash f low statement as discontinued operations. The resolutions of the Board
of Directors and their assessment that the necessary criteria are fulfilled form the basis for
the decision as to whether these activities are to be disclosed as discontinued operations
or as assets held for sale. To the extent that assets held for sale still exist for these opera-
tions as of the balance sheet date, they are disclosed separately as such in the balance
sheet. The previous year’s figures in the income statement and segment reporting have
been adjusted accordingly. No retroactive adjustments have been made to the balance
sheet.
Since its closure at the end of March 2011, the printing center in Oetwil am See has been
reported as a discontinued operation. As of 31 December 2012 there were no further dis-
continued operations. In April 2011 Tamedia decided to discontinue its involvement in
radio and TV broadcasting, with the result that on 4 January 2012, AZ Medien AG and BT
Holding AG acquired Tamedia’s TV operations TeleBärn, TeleZüri and its 100 per cent stake
in Belcom AG. On 27 April 2012, Zürichsee Media AG acquired the radio broadcaster Cap-ital FM. The sale of Radio 24 to BT Holding AG was completed on 12 July 2012. The disposal
of the specialist agricultural publications took place in the form of the sale of the news-
paper Terre & Nature to the Biel-based media house Gassmann with effect from 30 Septem-
ber 2012 and the sale of the 49% stake in Schweizer Bauer to the Ökonomische und Gemein-
nützige Gesellschaft des Kantons Bern (OGG) with effect from 12 December 2012.
The radio and TV stations mentioned above and the specialist publications sold in 2012
are included in discontinued operations in the previous year. The gains generated by the
sale of these activities are also reported under discontinued operations.
Net assets held for sale declined by CHF 66.0 million from CHF 74.5 million to CHF 8.5
million, mainly due to the sale of radio and TV activities and of specialist publications.
Furthermore, a property in Bülach was sold, thereby reducing net assets held for sale by
Tamedia Group
70
CHF 2.1 million. The condominiums in the property in Thun and the assets of the print-
ing center at Oetwil am See continue to be earmarked for sale.
Income statement for discontinued operations
in CHF 000 2012 2011
Operating revenues 13 231 61 760
Operating expenses (12 449) (51 534)
Depreciation and amortisation (287) (3 749)
Operating income (EBIT) 495 6 477
Financial expense (62) (342)
Income before taxes 434 6 135
Income taxes (494) (646)
Net income (loss) from the disposal and evaluation of assets 18 230 (3 751)
Taxes on the disposal and evaluation of assets (3 865) –
Net income (loss) 1 14 305 1 737
Net income (loss) of discontinued operations per share 2 in CHF 1.35 0.16
1 There are no non-controlling interests in net income of discontinued operations.
2 Both diluted and undiluted
71
Balance sheet for discontinued operations
in CHF 000 2012 2011 1
Cash and cash equivalents – 13 229
Trade accounts receivable – 5 862
Other receivables – 315
Accrued income and prepaid expenses – 233
Current assets – 19 639
Property, plant and equipment 8 882 15 340
Investments in associated companies – 20
Other non-current financial assets – 3 437
Deferred tax assets – 130
Intangible assets 17 49 032
Non-current assets 8 898 67 959
Assets 8 898 87 598
Trade accounts payable (172) (731)
Current taxes payable – (1 162)
Other current liabilities – (1 534)
Deferred revenues and accrued liabilities – (8 141)
Current provisions – (3)
Current liabilities (172) (11 571)
Deferred tax liabilities (243) (1 484)
Non-current provisions – (45)
Non-current liabilities (243) (1 528)
Liabilities (415) (13 100)
Net assets 8 483 74 498
1 The disclosures of the prior year have been adjusted to reflect the new presentation
Cash flow statement for discontinued operations
in CHF 000 2012 2011
Cash flow from (used in) operating activities 228 8 548
Cash flow from (used in) investing activities 61 562 21 293
Cash flow from (used in) financing activities – –
Change in cash and cash equivalents 61 790 29 842
Headcount for discontinued operations
Number 2012 2011
As of 31 December – 196
Average 47 213
Tamedia Group
72
Note 16Non-controlling interests in income
in CHF 000 2012 2011
Non-controlling interests in income 1 903 2 631
Non-controlling interests in loss (3 787) (1 877)
Total (1 885) 754
Note 17Income per share
2012 2011
Weighted average number of shares outstanding during the year
Number of issued shares 10 600 000 10 600 000
Number of treasury shares (weighted average) 1 12 491 14 240
Number of outstanding shares (weighted average) 10 587 509 10 585 760
Undiluted
Net income (loss) attributable to shareholders in CHF 000 153 916 178 045
Net income (loss) of continuing operations(attributable to shareholders) in CHF 000 139 612 176 307
Weighted average of outstanding shares applicablefor this calculation 10 587 509 10 585 760
Net income (loss) per share in CHF 14.54 16.82
Net income (loss) of continuing operations per share in CHF 13.19 16.66
Diluted
Net income (loss) attributable to shareholders in CHF 000 153 916 178 045
Net income (loss) of continuing operations(attributable to shareholders) in CHF 000 139 612 176 307
Weighted average of outstanding shares applicablefor this calculation 10 601 619 10 594 824
Net income (loss) per share in CHF 14.52 16.80
Net income (loss) of continuing operations per share in CHF 13.17 16.64
1 Not included in the calculation of the treasury shares are the 250,000 shares that build an integrated part of the purchase price of the remaining 49.9 per
cent of the Edipresse Suisse equity capital. This portion of the purchase price was recognised directly in shareholders’ equity at the time of the acquisition
(see also Note 1).
The dilution takes into account the possible impact of the share-based compensation of
the Management Board of Tamedia AG.
73
Note 18 Trade accounts receivable
in CHF 000 2012 2011
Trade accounts receivable from third parties 166 823 160 817
Trade accounts receivable from associated companies 5 347 5 265
Provisions for doubtful trade accounts receivable (5 294) (4 460)
Total 166 876 161 622
Trade accounts receivable in the year under review increased by 3 per cent to CHF 166.9
million, with provisions of CHF 5.3 million set aside for trade accounts receivable whose
receipt was doubtful.
Trade accounts receivable are non-interest bearing and are typically due within a period
of 30 days. Their maturity as of the balance sheet date is shown in the following table.
Maturity of trade accounts receivable from third parties and associated companies
in CHF 000 2012 2011
Not yet due 143 064 137 928
Past due up to 30 days 18 466 16 553
Past due 30 to 60 days 5 442 5 308
Past due 60 to 90 days 1 971 721
Past due 90 to 120 days 439 380
Past due over 120 days 2 788 5 192
As of 31 December 172 169 166 082
The change in the provisions for doubtful trade accounts receivable is shown in the fol-
lowing table:
in CHF 000 2012 2011
As of 1 January (4 460) (3 096)
Change in group of consolidated companies – 15
Increase (2 566) (2 768)
Reversals 307 29
Used during the financial year 1 426 705
Reclassification to discontinued operations – 654
As of 31 December (5 294) (4 460)
Tamedia Group
74
Note 19Inventories
in CHF 000 2012 2011
Raw, auxiliary and operating materials 3 999 5 320
Finished goods 90 90
Trade merchandise 5 202 21
Total 9 292 5 431
Inventories increased by CHF 3.7 million to CHF 9.3 million, mainly due to the first-time
inclusion of the inventories of FashionFriends AG.
75
Note 20 Property, plant and equipment
in CHF 000 Land Buildings, Technical Furnishings, Advance Total
installations and equipment and motor vehicles payments and
structural machinery and works assets under
facilities of art construction
Historical cost
As of 31 December 2010 63 583 253 754 225 728 12 074 3 980 559 119
Change in group of consolidated companies 8 503 30 763 27 715 2 994 – 69 975
Additions – 1 220 12 336 1 485 22 729 37 770
Disposals (1 844) (6 525) (10 336) (1 020) – (19 725)
Transfers (2 418) (8 686) (6 218) (508) (2 425) (20 254)
As of 31 December 2011 67 824 270 525 249 226 15 025 24 284 626 885
Change in group of consolidated companies – 359 239 316 – 914
Additions – 43 950 245 16 754 17 992
Disposals – (2 747) (6 576) (358) – (9 681)
Transfers – 129 1 935 168 (2 232) –
As of 31 December 2012 67 824 268 310 245 773 15 396 38 806 636 110
Accumulated depreciation
As of 31 December 2010 479 112 889 117 677 9 102 – 240 147
Change in group of consolidated companies – – – – – –
Annual depreciation – 9 477 18 545 1 351 – 29 372
Impairment losses – – – – – –
Disposals (479) (753) (9 596) (734) – (11 562)
Transfers – (467) (3 969) (322) – (4 758)
As of 31 December 2011 – 121 145 122 657 9 397 – 253 199
Change in group of consolidated companies – – – – – –
Annual depreciation – 8 677 18 767 1 207 – 28 651
Impairment losses – – – – – –
Disposals – (2 690) (6 054) (65) – (8 809)
Transfers – (2) (77) 79 – –
As of 31 December 2012 – 127 130 135 293 10 618 – 273 042
Net carrying value of assets
As of 31 December 2011 67 824 149 380 126 569 5 628 24 284 373 686
As of 31 December 2012 67 824 141 179 110 480 4 778 38 806 363 068
Property, plant and equipment decreased overall by CHF 10.6 million, from CHF 373.7
million to CHF 363.1 million. Changes in the group of consolidated companies resulted
in an increase of CHF 0.9 million. Investments of CHF 18.0 million in property, plant and
equipment were offset by depreciation and amortisation of continuing operations of
CHF 28.7 million. In the year under review, no additional property, plant and equipment
Tamedia Group
76
were held for sale, which is the reason for the absence of reclassifications to discontinued
operations.
Investments significantly declined from CHF 37.8 million to CHF 18.0 million. Invest-
ments made during the year under review related primarily to the new office building on
the Zurich Werd site and to technical equipment and machinery. Investments in the new
building declined substantially over the previous year due to the advanced stage of con-
struction. Depreciation and amortisation was CHF 0.7 million lower than in the previous
year.
Details on pledging of property, plant and equipment are given in Note 40.
Note 21Non-operational land and buildings
As of the balance sheet date, the Group did not own any non-operational land and build-
ings.
Note 22Other non-current financial assets
in CHF 000 2012 2011
Non-current loans to third parties 5 853 108
Non-current loans to associated companies 2 548 7 400
Other non-current financial assets 442 538
Total 8 843 8 046
Other non-current financial assets increased by CHF 0.8 million to CHF 8.8 million. Non-
current loans to third parties increased by CHF 5.7 million, which is mainly attributable
to the granting or assigning of loans in connection with the payment of purchase prices
related to the disposal of investments and of a property. Non-current loans to associated
companies declined by CHF 4.9 million, which is essentially attributable to the first-time
full consolidation of FashionFriends AG. Other non-current financial assets decreased by
CHF 0.1 million as a result of the f luctuation of long-term positive replacement values of
derivative financial instruments.
Details on pledges of other financial assets can be found in Note 40.
77
Note 23 Employee benefits
Development of amounts recognised in the income statement
in CHF 000 2012 2011
Current employer service cost (31 308) (38 301)
Interest cost (37 626) (42 276)
Expected return on plan assets 50 402 60 136
Recognition of past service cost 7 673 1 397
Effect of plan curtailments/settlements 642 3 430
Further effects 1 962 531
Company’s net periodic pension cost (8 255) (15 083)
Amounts recognised in the balance sheet
in CHF 000 2012 2011
Present value of employee benefit obligations (1 692 783) (1 587 105)
Fair value of plan assets 1 607 813 1 526 042
Net plan assets/(net plan liabilities) (84 971) (61 063)
Unrecognised past service cost (7 565) (8 785)
Net plan assets (liabilities) recognised in the balance sheet (92 536) (69 848)
of which net plan assets as per IAS 19 – 2 308
of which net plan liabilities as per IAS 19 (92 536) (72 156)
Development of employee benefit obligations
in CHF 000 2012 2011
Present value as of 1 January (1 587 105) (1 061 657)
Interest cost (37 626) (42 276)
Current employer service cost (31 308) (38 301)
Employee contributions (22 503) (22 181)
Increase/decrease due to plan amendments 6 403 658
Benefits paid 73 255 74 613
Change in group of consolidated companies (11 794) (494 154)
Effect of plan curtailments/settlements 9 265 18 815
Actuarial gains/(losses) (91 370) (22 623)
Present value as of 31 December (1 692 783) (1 587 105)
Tamedia Group
78
Development of plan assets
in CHF 000 2012 2011
Fair value as of 1 January 1 526 042 1 079 613
Expected return on plan assets 50 402 60 136
Employer contributions 26 123 25 801
Employee contributions 22 503 22 181
Benefits paid (73 255) (74 613)
Change in group of consolidated companies 12 107 493 378
Effect of plan curtailments/settlements (8 623) (15 385)
Actuarial gains/(losses) 52 514 (65 069)
Fair value as of 31 December 1 607 813 1 526 042
Development of amounts recognised in the balance sheet
in CHF 000 2012 2011
Net plan assets/(net plan liabilities) as of 1 January (69 848) 7 900
Net periodic pension cost (8 255) (15 083)
Actuarial gains (losses) recognised in equity (38 856) (87 692)
Employer contributions 26 123 25 801
Change in group of consolidated companies (1 699) (774)
Net plan assets/(net plan liabilities)
as of 31 December (92 536) (69 848)
Based on the headcount as of 31 December 2012, it can be assumed that contributions to
defined benefit plans will amount to CHF 26.0 million in 2013.
Allocation of plan assets
2012 2011
Equity securities 1 31.5% 27.6%
Bonds 31.9% 39.1%
Real estate; used by Tamedia companies 0.0% 0.0%
Real estate; other 26.1% 24.6%
Other 10.4% 8.6%
Total 100.0% 100.0%
1 The investments in equity securities do not include any directly held shares in Tamedia AG. On the other hand, fund products managed by third parties may
include shares in Tamedia AG.
Expected return on plan assets
The expected return is calculated as the weighted average as per the investment strategy
and the expected returns per investment category. The assumptions for each individual
79
investment category of the plan assets are based on long-term market expectations over
the period during which the employee benefit obligations will fall due for payment.
Value of property, plant and equipment used by the Group
No assets belonging to pension plans are used by consolidated companies or associated
companies.
Actuarial assumptions
2012 2011
Discount rate 1.9% 2.4%
Expected long-term rate of return on plan assets 3.3% 3.3%
Expected salary increases 1.0% 1.0%
Pension increases 0.0% 0.0%
Long-term interest on pension entitlements 1.9% 2.4%
The most recent actuarial calculations (using the projected unit credit method) were made
as of 31 December 2012.
Contributions to defined contribution plans
in CHF 000 2012 2011
Total 534 653
Liabilities to employee benefit funds
in CHF 000 2012 2011
Liabilities to Tamedia employee benefit funds – –
Liabilities to other employee benefit funds – 284
Total – 284
Multi-year comparison
in CHF 000 2012 2011 2010 2009 2008
Present value of employee benefit obligations (1 692 783) (1 587 105) (1 061 657) (965 098) (947 080)
Fair value of plan assets 1 607 813 1 526 042 1 079 613 1 071 489 985 022
Total (84 971) (61 063) 17 956 106 391 37 942
Expected loss/(gain)on employee benefit obligations (3 517) (41 021) (24 854) (10 145) 1 299
Actuarial gains/(losses) on plan assets 52 514 (65 069) (1 061) 93 860 (161 190)
Tamedia Group
80
Note 24Intangible assets
in CHF 000 Goodwill Publishing rights, Recognised Other intangible Total
brand rights software assets,
and other legal rights project costs assets under
construction
Historical cost
As of 31 December 2010 342 266 93 192 35 273 2 566 473 298
Change in group of consolidated companies 147 171 319 157 17 026 416 483 770
Additions – – 3 440 2 242 5 682
Disposals – (909) (2 742) (184) (3 835)
Transfers (44 806) (4 889) (505) (161) (50 361)
As of 31 December 2011 444 631 406 552 52 491 4 879 908 553
Change in group of consolidated companies 256 373 188 639 7 605 15 452 632
Additions 0 412 346 2 778 3 536
Disposals – (64) – (1 886) (1 950)
Transfers 56 (100) 3 055 (3 011) –
As of 31 December 2012 701 061 595 438 63 497 2 775 1 362 772
Accumulated amortisation
As of 31 December 2010 8 889 11 966 19 093 2 076 42 024
Change in group of consolidated companies (4 300) (3 016) (283) – (7 600)
Annual amortisation – 15 668 9 948 260 25 877
Impairment losses 5 235 – – – 5 235
Disposals – (436) (2 714) (46) (3 196)
Transfers (2 006) (707) (301) – (3 014)
As of 31 December 2011 7 818 23 474 25 743 2 290 59 325
Change in group of consolidated companies – – – – –
Annual amortisation – 19 002 9 528 37 28 566
Impairment losses 2 312 – – – 2 312
Disposals – (9) – (1 620) (1 629)
Transfers 57 (100) 554 (510) –
As of 31 December 2012 10 187 42 367 35 824 197 88 574
Net carrying value of assets
As of 31 December 2011 436 813 383 077 26 749 2 589 849 228
As of 31 December 2012 690 874 553 071 27 673 2 579 1 274 197
Intangible assets increased by CHF 425.0 million, from CHF 849.2 million to CHF 1,274.2
million, with the increase primarily attributable to additions of CHF 452.6 million result-
ing from the change in the group of consolidated companies relating to publishing and
brand rights as well as goodwill. In addition to the intangible assets of FashionFriends AG
and jobs.ch, the additions to the group of consolidated companies comprise publishing and
brand rights as well as goodwill arising from the acquisition of the activities of Bilan, Lan-
81
genthaler Tagblatt and Tribune des Arts. Further information can be found in Note 1 on the
acquisition of consolidated companies and activities. The other additions amounting to
CHF 3.5 million mainly comprise costs in connection with software development. The
additions were offset by current depreciation of CHF 28.6 million and goodwill impair-
ment of CHF 2.3 million. No significant net disposals of intangible assets were reported in
the year under review, nor were any additional intangible assets held for sale, which is the
reason for the absence of any reclassifications to discontinued operations.
Apart from goodwill, there are intangible assets (trademarks/URLs) with indefinite use-
ful lives in the following business segments:
in CHF 000 2012 2011
Business division
Print Regional 39 005 41 627
Print National 73 875 68 401
Digital 127 155 56 903
Total 240 035 166 931
Further information on goodwill and impairment testing is provided in the following
note.
Note 25 Goodwill
in CHF 000 2012 2011
Business division
Print Regional 115 209 111 711
Print National 227 170 226 642
Digital 348 495 98 460
Total 690 874 436 813
The carrying amount of goodwill was examined for each cash-generating unit as of
31 December 2012. These relate to individual products, some of which are considered as
independent products within their own company. Their values in use are calculated using
the discounted cash f low method.
Tamedia Group
82
The calculations on which the business plans are based refer to those values directly
achieved in the previous year, the current budget figures for 2013 and the medium-term
expectations for each of the business divisions. The data include the latest estimates as
they relate to changes in revenues and costs. The estimates relating to the changes in rev-
enues take into account external market data (WEMF, Media Focus, NET-Metrix) and are
based on the current numbers of readers or users, the future development of which is
forecasted individually. Measures serving to improve the results are only taken into
account if they have been officially adopted and are already being implemented. The busi-
ness risks, the assessment of which varied, have been taken into consideration in the busi-
ness plans. The business plans cover a period of four years. For the following years, the
growth rate in most of the business divisions was set at 1.1 per cent, or 1.6 per cent in the
case of Digital (previous year: 0.0 and 1.0 per cent). The discount rates applied (WACC) are
shown in the following table.
2012 2011
WACC before tax
Print Regional 8.0–8.4% 8.0–9.7%
Print National 7.2–7.5% 8.3–9.3%
Digital 7.3–9.4% 8.5–10.5%
The discount rates before tax applied for the significant cash generating units amount
to 8.2 per cent at Print Regional (previous year: 8.3 per cent), 7.4 per cent at Print National
(previous year: 8.5 per cent) and 9.4 per cent at Digital (previous year: 9.8 per cent).
Based on the calculations made, goodwill impairment of CHF 2.3 million was identified
for the Digital business division in 2012, whereas an impairment loss of CHF 3.2 million
has been recognised on goodwill in the prior year.
Additional goodwill impairment could result from changes in the base data used for
testing the carrying amount of goodwill, such as an ongoing deterioration in the gross
margin or a change in cost structure. Tamedia assumes that the cost structure would be
adapted accordingly in the case of any deterioration in the gross margin. The possible
effects as of 31 December are therefore presented on the basis of an assumed reduction in
free cash f low and an increase in WACC.
83
in CHF 000 2012 2011
Effects on capitalised goodwill of a reduction in cash flow of
10%
Print Regional – (114)
Print National – –
Digital – (3 044)
20%
Print Regional – (15 494)
Print National – –
Digital – (3 384)
at an increased WACC by 2%
Print Regional (409) (15 014)
Print National (36) –
Digital (554) (4 155)
Note 26 Financial liabilities
in CHF 000 2012 2011
Current liabilities to banks 65 931 84 800
Other current financial liabilities to third parties 6 920 559
Other current financial liabilities to associated companies – 2
Other current financial liabilities to related companies 2 667 59 272
Current financial liabilities 75 518 144 634
Non-current liabilities to banks 169 530 1 491
Non-current loans from third parties 22 548 1 741
Non-current loans from associated companies 5 407 1 000
Other non-current financial liabilities to related companies 780 85 872
Non-current financial liabilities 198 264 90 104
Financial liabilities 273 782 234 737
Weighted average interest rate
Due within 1 year 1.2% 0.8%
Due 1 to 5 years 1.3% 0.9%
Due beyond 5 years n/a n/a
Financial liabilities increased by CHF 39.0 million to CHF 273.8 million. Most of the recog-
nised current account liabilities and fixed advances arising from the financing of the
acquisition of Edipresse Suisse were repaid in the year under review. Current liabilities to
banks as of the balance sheet date include mainly the shares of the new credit facility due
over the short term of a maximum CHF 235.0 million that Tamedia concluded with a
banking consortium for the acquisition of jobs.ch Holding AG on 22 November 2012.
Non-current liabilities to banks as of the end of 2012 included mainly the shares of the
above new credit facility that are due over the long term. The rise in non-current loans
Tamedia Group
84
payable to third parties resulted from the first-time inclusion of jobs.ch Holding AG. The
decline in other current and non-current financial liabilities is attributable to the adjust-
ment and fulfilment of the purchase price obligation in respect of the acquisition of Edi-
presse Suisse.
Note 27Trade accounts payable
in CHF 000 2012 2011
Trade accounts payable to third parties 49 356 58 463
Trade accounts payable to associated companies 2 480 5 136
Total 51 836 63 599
The total amount of trade accounts payable was CHF 51.8 million, which represents a
decrease of CHF 11.8 million compared to the previous year. Trade accounts payable are
non-interest bearing and are normally payable within a period of 30 days.
Note 28Other current liabilities
in CHF 000 2012 2011 1
Liabilities to public authorities 12 008 5 223
Liabilities to insurance companies 3 733 2 127
Liabilities to employee benefit funds 468 9
Liabilities to employees 895 3 092
Advance payments from customers 4 011 3 431
Other current liabilities 14 637 12 961
Total 35 751 26 843
1 The disclosures of the prior year have been adjusted to reflect the new presentation
Other current liabilities increased by CHF 8.9 million to CHF 35.8 million, which is prima-
rily attributable to higher outstanding value-added tax liabilities and the first-time con-
solidation of jobs.ch. Other current liabilities are non-interest bearing and are normally
payable within a period of 30 days.
Note 29Deferred revenues and accrued liabilities
in CHF 000 2012 2011 1
Deferred subscription revenues 159 015 158 174
Deferred online revenues 33 001 6 556
Deferred items, personnel 24 384 23 914
Other accrued liabilities 41 324 45 820
Total 257 724 234 463
1 The disclosures of the prior year were adjusted to reflect the new presentation
85
Deferred revenues and accrued liabilities increased by CHF 23.3 million from CHF 234.5
million to CHF 257.7 million. Deferred subscription revenues did not change significantly
compared with the previous year. Deferred revenues for online services rose by a substan-
tial CHF 26.4 million to CHF 33.0 million, mainly due to the first-time consolidation of
jobs.ch.
Note 30 Provisions
in CHF 000 Long service Personnel Restoration Litigation risk, Total
awards provisions/ costs + inherit- other
Restructuring ed pollution
As of 1 January 2011 2 947 5 890 1 700 2 478 13 015
Change in group of consolidated companies 2 715 2 833 – 332 5 879
Increase 2 017 1 109 – 448 3 575
Reversal (118) (1 981) (650) (887) (3 637)
Used during the financial year (338) (5 506) – (804) (6 648)
Transfer (48) – – – (48)
As of 31 December 2011 7 175 2 344 1 050 1 567 12 137
Due within 1 year 538 2 344 – 715 3 597
Due between 1 and 5 years 6 637 – 1 050 852 8 539
Due beyond 5 years – – – – –
As of 1 January 2012 7 175 2 344 1 050 1 567 12 137
Change in group of consolidated companies – – – – –
Increase 449 2 603 222 280 3 555
Reversal (7) (56) (50) (797) (909)
Used during the financial year (103) (2 008) – (54) (2 165)
Transfer – – – – –
As of 31 December 2012 7 515 2 884 1 222 997 12 617
Due within 1 year 590 2 883 – – 3 473
Due between 1 and 5 years 6 925 – 1 222 997 9 144
Due beyond 5 years – – – – –
Current and non-current provisions increased by CHF 0.5 million from CHF 12.1 million
to CHF 12.6 million. Additional recognized provisions of CHF 3.6 million for long-service
awards, personnel provisions, restructuring and litigation risks were offset by the rever-
sal in the income statement of unused provisions of CHF 0.9 million in all categories in
the same amount. The increase in personnel provisions is a result of social plans agreed
in 2012. The provisions used of around CHF 2.2 million primarily relate to personnel pro-
visions and restructuring. With regard to non-current provisions, the outf low of capital
is expected within the next five years.
The provision for long-service awards is determined on the basis of actuarial principles.
The personnel provisions consist mainly of the costs that are still expected in conjunction
with the agreed financial restructuring measures. Restoration costs and inherited pollu-
tion include the estimated costs for restoring rented properties to their original state once
they have been vacated and guarantees for the removal of inherited pollution for proper-
Tamedia Group
86
ties sold. The due dates for restoration costs in the case of rented premises depend on the
terms of the relevant agreements. The provisions for litigation risks relate to current cases.
Other provisions include several different items, which, if considered individually, are
not significant in nature.
The amount set aside for provisions and the point in time at which such will result in a
cash outf low is based on best possible estimates and may deviate from actual circum-
stances in the future.
Note 31Share capital
There continue to be 10,600,000 fully paid registered shares with a nominal value of
CHF 10 each.
A shareholders’ binding agreement exists for 67.0 per cent of the 10.6 million registered
shares of Tamedia AG. The members of the shareholders’ binding agreement (pool agree-
ment) currently own 71.8 per cent of the shares.
On 27 April 2012, shareholders approved the recommendation of the Board of Directors
that a dividend of CHF 5.75 be distributed for the 2011 financial year from the capital con-
tribution reserves created from the surplus generated by the capital increase in 2007 that
took place as part of the acquisition of Espace Media Groupe. For the 2012 financial year,
the Board of Directors will recommend to the Annual General Meeting of 26 April 2013
that a dividend of CHF 4.50 per dividend-bearing share be distributed.
Note 32Treasury shares
2012 2011
Number of treasury shares
As of 1 January 264 402 238 497
Additions – 27 865
Disposals (7 553) (1 960)
As of 31 December 256 849 264 402
Initial value of treasury shares in CHF 000
As of 1 January 18 618 15 256
Additions – 3 458
Disposals (368) (96)
As of 31 December 18 250 18 618
Market value 26 378 30 803
Paid/received prices in CHF
Additions (weighted average) n/a 124.09
min. n/a 124.00
max. n/a 125.00
Disposals (weighted average) 48.75 48.75
min. 48.75 48.75
max. 48.75 48.75
87
The year-end price of treasury shares was CHF 102.7, compared with CHF 116.5 at the end
of the previous year. The price development can be seen in the chart on page 34.
3,638 treasury shares with a total value of CHF 0.2 million were issued in 2012 for the
2011 financial year (see also Note 45) as part of the employee profit participation pro-
gramme. In addition, 3,915 treasury shares with a total value of CHF 0.2 million were also
issued in connection with the profit participation programme of the Management Board
for the 2011 financial year (see also Note 44). No additional treasury shares were pur-
chased in the 2012 financial year.
Tamedia Group
88
Further disclosures in relation to the consolidated financial statements
Note 33Joint ventures
in CHF 000 2012 2011
Current assets 14 360 16 866
Non-current assets 32 679 26 196
Assets 47 039 43 062
Current liabilities 18 201 15 426
Non-current liabilities 9 871 7 638
Liabilities 28 072 23 064
Equity 18 967 19 998
Liabilities and equity 47 039 43 062
Operating revenues 46 827 50 368
Operating expenses (43 943) (46 300)
Operating income before depreciation and amortisation (EBITDA) 2 884 4 068
The figures relating to joint ventures include the shares in companies consolidated by
means of proportionate consolidation. No new joint ventures were entered into or discon-
tinued in 2012. These figures are shown prior to the elimination of intercompany trans-
actions.
Note 34Sureties and guarantee obligations to the benefit of third parties
in CHF 000 2012 2011
Surety obligations, subordinated claims in favour of third parties – 350
Guarantee obligations 934 3 174
Total 934 3 524
No more subordinated claims in favour of third parties existed as of the balance sheet
date. Guarantee obligations of CHF 0.9 million exist (previous year: CHF 3.2 million). There
are no further sureties or guarantee obligations assets to the benefit of third parties and
associated companies.
Note 35Financial leases
No financial leases existed as of the balance sheet date.
89
Note 36 Operating leases and rental commitments
Rental agreements are currently in place for real estate as well as lease agreements for
vehicles and office equipment. The lease agreements have a residual term of between one
and four years and are generally at fixed conditions. The residual terms of the real estate
rental agreements are generally between one and five years. A longer term was agreed
upon for the Medienhaus Werd property in Zurich (eight years, until the end of 2020).
Otherwise, no special agreements were entered into.
in CHF 000 2012 2011
Land, buildings and office premises 50 235 51 530
Machinery and furnishings 3 292 3 380
Total 53 526 54 910
Due within 1 year 14 210 12 428
Due between 1 and 5 years 31 530 30 808
Due beyond 5 years 7 787 11 674
Total 53 526 54 910
Costs recognised in the financial year under the item rent,lease payments and licences (see also Note 9) 15 520 13 849
Note 37 Pending transactions
Framework agreements have been entered into with major suppliers of newsprint and
magazine paper. Agreements that relate to the 2013 delivery period or subsequent years
amount to CHF 37.4 million. A general contractor works agreement was entered into in
2010 for the construction of the new building on the Zurich Werd site, which gave rise to
acceptance obligations of CHF 11.1 million as of the end of 2012 (previous year: CHF 19.3
million). As of the balance sheet date, there were no further pending transactions.
Note 38 Information on financial risk management
The Board of Directors convenes regularly to discuss the assessment of risks (two meetings
held in 2012). It prepared an overview of the various risks and assessed these according to
the likelihood of their occurrence and their possible consequences. In addition, the Board
of Directors considered measures to reduce key risks. These assessments were then com-
pared and aligned with those prepared by the Management Board.
The Board of Directors and Management Board currently consider the following risks as
being significant: The effects of the general economic development and structural change
in the media sector, the change in behaviour of advertising customers and media con-
sumers, the change in operating conditions (in particular in the online area with free com-
petition on the part of SRG financed by television licence fees) and in general new proj-
ects both at home and abroad. In contrast, any risks associated with operational errors and
weaknesses or natural hazards are assessed as being less critical.
Interest rate risk
Interest rate risk is managed centrally. Short-term interest rate risks are generally not
hedged. The interest rate risk arising from the financing of the acquisition of Edipresse
Tamedia Group
90
Suisse was hedged in 2010 with interest rate swaps. Following the early and full repay-
ment of the credit facility at the end of 2010, only a portion of the hedging transaction
could be used for the intended purpose. The interest rate risk arising from the financing
of the takeover of jobs.ch Holding AG has not been hedged. As of the balance sheet date,
there were no other hedges of long-term interest rate risks.
The risk resulting from changes in market interest rates mainly affect current and non-
current financial liabilities. The following table provides details of the items that are sub-
ject to interest rate risks and the impact of a possible change in interest rates on the
Group’s earnings before taxes.
2012 2011
in CHF 000 Variable Fixed Variable Fixed
interest rate interest rate interest rate interest rate
Assets
Cash and cash equivalents 111 751 – 114 581 –
Loans receivable 5 847 2 554 4 164 3 470
Other financial receivables 74 – 353 –
Liabilities
Liabilities to banks and bank loans 383 233 764 35 300 49 500
Loans payable 4 955 23 000 3 232 1 000
Other interest-bearingfinancial liabilities 2 667 6 537 145 705 –
Impact on earnings before taxesat a change of +/– 0.1% +/– 110 +/– 303
Currency risk
Risks from exchange rate f luctuations may result in particular from the purchase of paper
or investments. Exchange rate risks are hedged centrally and accordingly minimised to the
extent that such action is considered expedient.
At this time, exchange rate risks are mainly related to purchases made in foreign cur-
rencies. Their countervalue amounted to CHF 62.0 million in 2012. These risks related for
the most part to transactions in EUR and were hedged for paper purchases of CHF 54.6 mil-
lion in 2013. Details of existing hedges for 2012 and 2013 with forward exchange trans-
actions can be found in Note 39. At this time, no significant revenues are generated in any
currency other than in CHF.
Other currency risks result from business transactions conducted by the joint venture
company Edita SA, which operates in Luxembourg and conducts its business in EUR. These
risks are currently not being hedged.
The effects on earnings before taxes of a possible change in the exchange rates of 5 per
cent on the items in the balance sheet in EUR amounted to CHF 0.1 million as of the end
of 2012 (previous year: CHF 0.1 million).
91
Credit default risk
Trade accounts receivable are constantly monitored using standardised processes, which
are also supported by external debt collection partners. Standard guidelines are used to
make the necessary value adjustments (see also: Valuation guideline for accounts receiv-
able). The threat of cluster risks is minimised because of the large number and broad dis-
tribution of receivables from customers across all market segments. Quantitative informa-
tion on credit risk resulting from operations can be found in Note 18 Trade accounts
receivable.
The credit risk to which other financial assets are exposed relates to counterparty
defaults, in which case the maximum risk would be the carrying amount.
Liquidity risk
The risk of not having access to sufficient liquidity to settle liabilities is covered in a cur-
rent liquidity plan, which is continuously updated. The liquidity plan takes both day-to-
day operations and accounts receivable and liabilities into account.
In order to optimise the available financial resources, liquidity management and long-
term financing are undertaken centrally. This means that capital can be procured cost-
effectively and ensures that the liquid assets available match the payment obligations.
The due dates of the financial obligations are shown in the table below.
in CHF 000 Not yet due/ Up to 4 to Due between Due beyond Total
at call 3 months 12 months 1 and 5 years 5 years
Financial liabilities 69 926 1 495 4 097 198 264 – 273 782
of which derivative financial instruments – 343 582 766 – 1 691
Trade accounts payable 51 836 – – – – 51 836
Other liabilities 14 637 – – – – 14 637
Total 2012 136 399 1 495 4 097 198 264 – 340 255
Financial liabilities 84 928 59 381 325 92 425 – 237 058
of which derivative financial instruments – 268 164 1 491 – 1 924
Trade accounts payable 63 599 – – – – 63 599
Other liabilities 12 961 – – – – 12 961
Total 2011 161 487 59 381 325 92 425 – 313 618
Capital management
The capital defined in conjunction with capital management corresponds to reported
equity.
The purpose of capital management is to ensure that the objectives described below are
achieved. The amount of capital necessary for day-to-day operations should be drawn
from funds earned by the Group itself. The dividends paid to shareholders are adjusted as
a means of managing capital. It should, as a rule, be possible to settle financial obligations
from the Group’s own funds within a year. The aim is to be able to pay dividends to share-
holders in the range of 35 to 45 per cent of net income and to report an equity ratio that
is significantly higher than 50 per cent over the long term.
Tamedia Group
92
Note 39Financial instruments
category 2012 2011
in CHF 000 Carrying value Fair value Carrying value Fair value
Cash and cash equivalents 1 111 751 111 751 114 615 114 615
Current financial assets 4 882 882 2 012 2 012
Trade accounts receivable 2 166 876 166 876 161 622 161 622
Current financial receivables 2 74 74 353 353
Other non-current financial assets 8 843 8 255 8 046 7 519
of which loans receivable 2 8 401 7 813 7 508 6 981
of which other non-current financial assets 2 442 442 538 538
Current financial liabilities 5 9 587 9 895 144 633 144 633
Trade accounts payable 5 51 836 51 836 63 599 63 599
Other liabilities 5 14 637 14 637 12 961 12 961
Non-current financial liabilities 5 198 264 198 775 90 104 90 493
of which summarized by hierarchy levels (IAS 39)
Cash and cash equivalents 1 111 751 111 751 114 615 114 615
Loans and trade accounts receivable 2 175 793 175 205 170 022 169 494
Financial instruments held for sale 3 – – – –
Financial instruments held for trading purposes 4 882 882 2 012 2 012
Financial liabilities measured at amortised cost 5 274 324 275 143 311 297 311 686
Wherever possible, fair value is determined by market prices. If these are not available,
the Group undertakes its own calculations, which are generally based on the discounted
cash f low method.
Tamedia uses the following measurement hierarchy for determining the fair value of
financial instruments:
–Level 1
Quoted, unadjusted market price in active markets.
–Level 2
Fair values calculated on the basis of observable market data. Either listed prices on
non-active markets or non-listed prices are taken into account. Such market values may
also be derived from prices indirectly.
–Level 3
Fair values that are not calculated on the basis of observable market data.
The forward exchange contracts and interest rate hedges included under current and non-
current financial assets and financial liabilities are the only financial instruments that are
classified under Level 2 in the fair value hierarchy. All other financial instruments are
classified under Level 1.
93
Forward currency contracts and interest rate hedges
in CHF 000 2012 2011
Contract volume 76 122 54 120
Fair value, due 299 1 466
Due within 1 year 299 1 340
Due within 1 and 5 years – 126
Due beyond 5 years – –
Cash flow hedge disclosures
Cash flow hedges recognised directly in other comprehensiveincome as of 31 December 846 2 378
Used for hedging as planned 469 (2 184)
Recognised directly in profit or loss 126 (505)
Forward euro contracts totalling CHF 54.6 million existed as of the balance sheet date for
the purpose of hedging the foreign currency risk arising from the framework agreements
for the purchase of newsprint and magazine paper. No additional hedging transactions
were entered into after the balance sheet date. The hedging transactions are recognised in
the income statement upon realisation, together with the underlying transactions. For-
ward exchange transactions were also used to ensure that the required amount of EUR was
available for the acquisition of MetroXpress Denmark SA and for payment of trade
accounts payable.
The interest rate risk associated with the three-year credit facility for the purchase com-
pleted in 2010 of 49.9 per cent of the share capital of Presse Publications SR S.A. (today
Tamedia Publications romandes SA) was hedged using an interest rate swap with the same
term, expiring in early 2013. Following the early and full repayment of the credit facility
at the end of 2010, only a portion of the hedging transaction could be used for the
intended purpose. The non-effective portion of the already expired swaps and the fair
value of the swaps still outstanding were therefore reported directly under financial
income and expense in the income statement.
Depending on their maturity, the fair values of these derivative financial instruments
were reported under current or non-current financial receivables or liabilities.
Note 40 Assets pledged as collateral or subject to liens
in CHF 000 2012 2011
Mortgages securing financial liabilities 224 133 11 000
related to land and buildings with a net carrying value of 182 830 7 058
Subscription insurance secured by assets 400 400
from securities with a value of 400 400
Assets pledged as collateral or subject to liens 224 533 11 400
from assets with a consolidated value of 183 230 7 458
Tamedia Group
94
Note 41Fire insurance value of property, plant and equipment
in CHF 000 2012 2011
Total 904 736 997 926
Note 42Investments
The Group companies of Tamedia as of 31 December 2012 were as follows:
Name Domicile Currency Share capital Business Consolidation Share of Share of
in CHF 000 division method Group Group voting
capital 2012 rights 2012
Tamedia AG Zurich CHF 106 000 R/N/D V – –
20 Minuten AG Zurich CHF 5 000 N/D V 100.0% 100.0%
20 minuti Ticino SA Lugano CHF 300 N/D Q 50.0% 50.0%
Car4you Schweiz AG Zurich CHF 1 200 D V 100.0% 100.0%
Comfriends SA Lausanne CHF 1 000 D V 100.0% 100.0%
Doodle AG Zurich CHF 100 D E 49.0% 49.0%
Edita SA Luxembourg EUR 50 N Q 50.0% 50.0%
Espace Media AG Berne CHF 5 000 R V 100.0% 100.0%
Büchler Grafino AG Berne CHF 9 900 R V 100.0% 100.0%
Burgdorfer Tagblatt AG (in liquidation) Burgdorf CHF 82 N E 30.0% 30.0%
Schaer Thun AG Thun CHF 2 250 R V 100.0% 100.0%
Berner Oberland Medien AG Uetendorf CHF 500 R Q 50.0% 50.0%
Thuner Amtsanzeiger 1 Thun CHF – R E 45.0% 45.0%
FashionFriends AG Langenthal CHF 231 D V 65.0% 65.0%
Glattaler AG Dübendorf CHF 100 R V 80.0% 80.0%
Homegate AG Adliswil CHF 1 000 D V 90.0% 90.0%
ImmoStreet.ch Lausanne CHF 700 D E 20.0% 20.0%
Jobs.ch Holding AG Zurich CHF 18 746 D V 50.0% 50.0%
Jobs.ch AG Zurich CHF 232 D V 50.0% 50.0%
Stellen.com AG Zurich CHF 100 D V 50.0% 50.0%
Karriere.at GmbH Linz EUR 40 D E 24.5% 24.5%
Karriere.ch AG Zug CHF 200 D E 18.0% 18.0%
x28 AG Thalwil CHF 100 D E 10.0% 10.0%
Jobup AG Zurich CHF 100 D V 100.0% 100.0%
Jobsuchmaschine AG Berne CHF 100 D E 49.0% 49.0%
Newsnet 1 Zurich CHF – D V 81.3% 81.3%
Olmero AG Opfikon CHF 208 D E 24.4% 24.4%
1 Sole proprietorship
Business division
N = Print National
R = Print Regional
D = Digital
Consolidation and measurement methods
V = Full consolidation
Q = Proportionate consolidation
E = Accounted for using the equity method
95
Name Domicile Currency Share capital Business Consolidation Share of Share of
in CHF 000 division method Group Group voting
capital 2012 rights 2012
Presse Publications SR S.A. Lausanne CHF 43 500 R V 100.0% 100.0%
CIE Centre d’Impression SA Lausanne CHF 10 000 R V 100.0% 100.0%
Tamedia Publications romandes SA Lausanne CHF 7 500 R V 100.0% 100.0%
ER Publishing SA Lausanne CHF 2 000 R Q 50.0% 50.0%
Le Temps SA Geneva CHF 5 000 R Q 46.2% 46.2%
La Région Hebdo SA Yverdon-les-Bains CHF 100 R E 24.0% 24.0%
Editions Le Régional SA Vevey CHF 482 R V 87.8% 87.8%
LC Lausanne Cités SA Lausanne CHF 50 R Q 50.0% 50.0%
Payot Naville Distribution SA Corminbœuf CHF 30 000 R E 35.0% 35.0%
Point Prod’ SA Carouge CHF 133 R E 30.0% 30.0%
Romandie Online SA, in liquidation Nyon CHF 250 D Q 50.0% 50.0%
SA de la Tribune de Genève Geneva CHF 1 500 R V 100.0% 100.0%
Société de Publications Nouvelles SPN SA Geneva CHF 1 000 R Q 50.0% 50.0%
Virtual Network SA Nyon CHF 100 D E 20.0% 20.0%
Search.ch AG Zug CHF 100 D V 75.0% 75.0%
Schweizerische Depeschenagentur AG Berne CHF 2 000 N E 29.1% 29.1%
Scoup AG Zurich CHF 60 D V 75.0% 75.0%
SMD Schweizer Mediendatenbank AG Zurich CHF 900 N E 33.3% 33.3%
Swissdox AG Zurich CHF 100 R E 33.3% 33.3%
Tagblatt der Stadt Zürich AG Zurich CHF 200 R V 85.0% 85.0%
Tages-Anzeiger Verlag AG Zurich CHF 100 R V 100.0% 100.0%
TVtäglich 1 Zurich CHF – R Q 50.0% 50.0%
Verlag Finanz und Wirtschaft AG Zurich CHF 1 000 N V 100.0% 100.0%
Winner AG Zurich CHF 100 R V 100.0% 100.0%
Zattoo Schweiz AG Zurich CHF 130 D E 24.5% 24.5%
Ziegler Druck- und Verlags-AG Winterthur CHF 3 326 R E 20.0% 20.0%
Zürcher Oberland Medien AG Wetzikon CHF 1 800 R E 37.6% 37.6%
ZO Wochenzeitungen AG Wetzikon CHF 100 R E 37.6% 37.6%
Zürcher Regionalzeitungen AG Stäfa CHF 100 R V 100.0% 100.0%
DZO Druck Oetwil a.S. AG Oetwil a.S. CHF 5 000 R V 100.0% 100.0%
Neue Bülacher Tagblatt AG Bülach CHF 200 R V 100.0% 100.0%
1 Sole proprietorship
Business division
N = Print National
R = Print Regional
D = Digital
Consolidation and measurement methods
V = Full consolidation
Q = Proportionate consolidation
E = Accounted for using the equity method
Explanations detailing the significant changes to the consolidated investments are pro-
vided in Note 1, and those to investments in associated companies in Note 11.
Tamedia Group
96
Note 43Transactions with associated companies and related parties
Transactions between Tamedia and its associated companies were mostly in the areas of
printing and media revenues.
in CHF 000 Associated companies Joint ventures 1 Pension funds Directors and
executive officers
2012 2011 2012 2011 2012 2011 2012 2011
Operating revenues 5 022 22 246 15 378 18 316 69 – 0 1 641
Operating expenses (97) (37 254) (388) (6 912) (26 123) (25 801) (11 316) (18 713)
Net financial income (loss) – 1 (318) 26 – – – –
Trade accounts receivable 5 347 5 265 2 323 2 205 – – – 2 719
Loans receivable 2 548 7 400 1 052 2 177 – – – –
Trade accounts payable 2 478 5 135 1 226 3 316 3 – 22 710
Current financial liabilities – 2 97 – – – 755 59 272
Non-current financial liabilities – 1 000 5 000 2 000 – – – 85 872
1 50 per cent joint ventures are included in the annual financial statements using the proportionate consolidation method. The portions of transactions with other Group companies included in
this way are eliminated in the consolidation and the non-consolidated portions disclosed under receivables or payables from/to associated companies. In this summary, the transactions are
shown in their full amount and separately for associated companies and joint ventures.
There were no further transactions with related parties with the exception of the transac-
tions with members of the Board of Directors and the Management Board as shown in
Note 44. Compensation to the Board of Directors and Management Board and transactions
with companies controlled by members of the Tamedia Board of Directors explained in
Note 44 are recorded under transactions with the Board of Directors and Management
Board. These include current purchase price obligations in connection with the acquisi-
tion of Edipresse Suisse.
Note 44Compensation of the Board of Directors and Management Board
The compensation shown ref lects the expenditures recognised in the income statement
during the year under review (irrespective of the dates on which these were paid). Included
among the active members of the Board of Directors and Management Board are those
individuals who completed their period of tenure during the year. No compensation was
paid to former members of the Board of Directors or Management Board.
97
Type of compensation
in CHF 000 Number Fees/ Performance Share of 2 Pension and Expense Non-monetary Other com- Total
of members Salaries bonus and profits social security reimbursements payments pensation
share of paid in contributions
profit paid shares
in cash
2012
Directors 1 8 2 097 – – 220 115 – – 2 432
Executive officers 7 3 736 1 798 1 272 985 130 – – 7 920
Total 15 5 833 1 798 1 272 1 205 245 – – 10 352
2011
Directors 1 8 2 039 – – 229 120 – – 2 388
Executive officers 7 3 425 2 476 684 856 129 – – 7 569
Total 15 5 464 2 476 684 1 085 249 – – 9 957
1 The Board of Directors currently comprises the full-time Chairman/publisher and non-executive members.
2 See information on profit participation programme for executives
Compensation of the members of the Board of Directors
in CHF 000 Fees/ Performance bonus Pension and social Expense Other Total
Salaries and profit participation security contributions reimbursements compensation
2012
Pietro Supino 1 199 – 175 36 – 1 410
Tibère Adler 220 – – 12 – 232
Martin Bachem 100 – 7 12 – 119
Pierre Lamunière 100 – 7 12 – 119
Konstantin Richter 100 – 7 12 – 119
Iwan Rickenbacher 220 – 12 12 – 245
Andreas Schulthess 100 – 7 12 – 119
Charles von Graffenried 58 – 3 7 – 68
Total 2 097 – 220 115 – 2 432
2011
Pietro Supino 1 149 – 171 36 – 1 355
Tibère Adler 128 – 9 7 – 144
Martin Bachem 100 – 7 12 – 119
Pierre Lamunière 100 – 7 12 – 119
Konstantin Richter 100 – 7 12 – 119
Iwan Rickenbacher 220 – 12 12 – 245
Andreas Schulthess 100 – 7 12 – 119
Karl Dietrich Seikel 42 – 3 5 – 50
Charles von Graffenried 100 – 5 12 – 117
Total 2 039 – 229 120 – 2 388
Tamedia Group
98
Additional fees and compensation
In the year under review, Tamedia paid compensation for rents totalling CHF 0.9 million
to Groupe Edipresse, over which Pierre Lamunière exerts a significant inf luence. Tame-
dia paid compensation for services rendered in the previous year in the areas of IT, admin-
istration and office rental of CHF 8.5 million while itself rendering services in the area of
sales amounting to CHF 1.5 million. Tamedia compensated the Von Graffenried Group,
owned by Charles von Graffenried until his death, for services rendered in the fields of real
estate, law, taxation, trusts, planning and architecture as well as private banking with
total fees of CHF 0.1 million (previous year: CHF 0.3 million).
Shares owned by members of the Board of Directors
2012 2011
No. of shares Shares owned Total shares owned 1 Shares owned Total shares owned 1
including those held including those held
by related parties by related parties
Pietro Supino 33 338 1 439 160 33 338 1 439 160
Tibère Adler – – – –
Martin Bachem 1 266 1 266 1 266 1 266
Pierre Lamunière – – – –
Konstantin Richter 16 229 726 295 16 229 726 295
Iwan Rickenbacher 50 400 50 400
Andreas Schulthess 200 2 1 256 633 200 2 1 256 633
Charles von Graffenried n.a. n.a. 166 104 166 104
1 Including rights of usufruct and benefits
2 Plus ownership of 586,022 registered shares with rights of usufruct owned by Annette Coninx Kull
Shares owned by members of the Management Board
2012 2011
No. of shares Shares owned Total shares owned Shares owned Total shares owned
including those held including those held
by related parties by related parties
Martin Kall 2 760 2 760 2 760 2 760
Christoph Tonini 857 857 857 857
Rolf Bollmann – – 298 298
Christoph Brand – – – –
Ueli Eckstein – – – –
Sandro Macciacchini 86 86 86 86
Serge Reymond 51 51 51 102
Andreas Schaffner – – – –
Profit participation programme for members of the Management Board
The current profit participation programme is valid for 2012. Members of the Manage-
ment Board are entitled to participate as of their second year of service. A payment is made
when the profit margin (net income in relation to net revenues) reported by the Tamedia
Group exceeds 8.0 per cent in the respective financial year. A profit participation, which will
99
be determined at the time, will be paid out of any amount exceeding the profit margin of
8.0 per cent, with 50 per cent being paid in cash and the remaining 50 per cent in shares.
The same conditions apply as for the profit participation programme for employees.
The cash amount will be paid out following the publication of the consolidated annual
financial statements of Tamedia. The shares will be allocated in the accounting year in
which entitlement is acquired. The number of shares to be allocated will be determined
based on the average share price over the 30 days prior to 31 December of the respective
accounting year. The shares will only be transferred if the beneficiary is still employed on
31 December of the third year after the accounting year in which entitlement to the share allo-
cation was acquired. According to IFRS 2, recognition in the income statement is made on a
pro rata basis over four years. For the shares allocated in the 2010 and 2011 financial years,
personnel expense of CHF 0.2 million and CHF 0.5 million, respectively, was recognised.
For the financial year 2012, the Management Board will be granted a profit participa-
tion of CHF 0.7 million, with CHF 0.5 million being recognised as a personnel expense for
the shares allocated.
As part of the profit participation programme of the Management Board, 3,915 treasury
shares were issued for the 2008 financial year with a total value of CHF 0.2 million.
Share-based component of the Management Board’s profit participation
number 2012 2011
As of 1 January 19 204 8 837
Exercised (4 052) –
Allocated 7 392 10 367
As of 31 December 22 544 19 204
of which exercisable – –
in CHF / no. of shares Allocation date Blocked until Fair value as of Fair value as of Outstanding Outstanding
grant date 31 December entitlements 2012 entitlements 2011
31.12.2008 31.12.2011 50.0 – – 4 052
31.12.2009 31.12.2012 – – – –
31.12.2010 31.12.2013 124.1 102.7 4 785 4 785
31.12.2011 31.12.2014 116.5 102.7 10 367 10 367
31.12.2012 31.12.2015 102.7 102.7 7 392 –
Highest compensation paid to a member of the Management Board
in CHF 000 2012 2011
Type of compensation – Martin Kall
Fees/salaries 997 956
Performance bonus and share of profits paid in cash 807 1 158
Share of profits paid in shares 808 459
Pension and social security contributions 261 258
Expense reimbursements 23 23
Total 2 895 2 853
Tamedia Group
100
Note 45Employee profit participation programme
The profit participation programme applicable for the financial year 2012 provides for the
distribution of a profit participation if Tamedia achieves a profit margin (net income in
relation to net revenues) of at least 4 per cent. Where net income exceeds 4 per cent of rev-
enues, 5.75 per cent of the amount exceeding this margin will be paid out to Tamedia
employees. With a profit margin of 14.4 per cent, the necessary margin was exceeded in
the year under review. Tamedia will therefore pay out a total of CHF 5.1 million (previous
year CHF 7.2 million) as profit participation to its employees.
Employees will have the option of drawing their profit participation in the form of cash
or shares. The conversion of the profit participation into shares will be based on the aver-
age closing share price within the ten days prior to the shares being allocated. For the 2012
financial year, the Board of Directors decided to increase the shares drawn in the profit
participation programme by 20 per cent (previous year: 20 per cent). The cost of this will
be borne by Tamedia. The expense for the cash and share-based components of the
employee profit participation programme is reported as a personnel expense in the 2012
financial statements in accordance with IFRS 2. The shares will be subject to a blocking
period of one year. The share entitlement will be fulfilled from the treasury share portfo-
lio. 3,638 shares were allocated for profit participation based on the 2011 results.
Note 46Significant events after the balance sheet date
Purchase of MetroXpress Denmark SA
As of the beginning of 2013 20 Minuten AG acquired from media houses Metro Interna-
tional S.A. (formerly 51 per cent), A-Pressen and JP/Politikens Hus (formerly 24.5 per cent
each), MetroXpress Denmark SA, which operates the free commuter newspapers MetroX-press and 24timer, as well as the associated news portals. The cost of the transaction
amounted to CHF 20.0 million in cash, of which CHF 6.1 million related to the purchase
of shares and CHF 13.9 million to the acquisition of loans.
Assets of CHF 30.2 million and liabilities of CHF 24.1 million were acquired during the
first-time consolidation with effect from 1 January 2013. In addition to cash and cash
equivalents totalling CHF 1.5 million, assets comprise goodwill and intangible assets
amounting to 81 per cent of total assets or CHF 24.5 million. Goodwill is assumed not to
be deductible for tax purposes. Details of the first-time consolidation are based on provi-
sional values and estimates.
101
Report of the statutory auditors
To the General Meeting of Tamedia AG, Zurich
As statutory auditor, we have audited the accompanying consolidated financial state-
ments of Tamedia AG, which comprise the income statement, the statement of compre-
hensive income, balance sheet, cash f low statement, statement of changes in equity and
notes (pages 36 to 100) for the year ending 31 December 2012.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and fair presentation of the con-
solidated financial statements in accordance with International Financial Reporting Stan-
dards (IFRS) and the requirements of Swiss law. This responsibility includes designing,
implementing and maintaining an internal control system relevant to the preparation of
consolidated financial statements that are free from material misstatement, whether due
to fraud or error. The Board of Directors is further responsible for selecting and applying
appropriate accounting policies and making accounting estimates that are reasonable in
the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these consolidated financial statements
based on our audit. We conducted our audit in accordance with Swiss law and Swiss Audit-
ing Standards and International Standards on Auditing. Those standards require that we
plan and perform the audit to obtain reasonable assurance that the consolidated finan-
cial 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 auditor’s judgment, 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 auditor considers the internal control system insofar as this is rele-
vant to the entity’s preparation of the consolidated financial statements in order to estab-
lish 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 system. An
audit also includes evaluating the appropriateness of the accounting policies used and
the reasonableness of accounting estimates made, as well as evaluating the overall pres-
entation 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.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December
2012 give a true and fair view of the financial position, the results of operations and the
cash f lows in accordance with IFRS and comply with Swiss law.
Tamedia Group
102
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor
Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA)
and that there are no circumstances incompatible with our independence.
In accordance with Art. 728a Para. 1(3) CO and Swiss Auditing Standard 890, we confirm
the existence of an internal control system designed for the preparation of consolidated
financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be
approved.
Zurich, 25 February 2013
Ernst & Young AG
Reto Hofer Andreas Blank
Licensed Auditing Expert Licensed Auditing Expert
(Lead Auditor)
103
Tamedia AG
Tamedia AG
Income statement
in CHF 000 2012 2011
Media revenues 267 617 300 485
Printing revenues 41 615 42 691
Gain on the sale of property, plant and equipment – 31
Income from release of unused provisions 113 2 639
Other operating income 65 709 46 021
Other operating revenues 65 822 48 692
Changes in inventories – –
Operating revenues 375 054 391 868
Costs of material and services (73 595) (85 336)
Personnel expenses (129 081) (138 992)
Other operating expenses (117 825) (103 813)
Operating income before depreciation and amortisation 54 553 63 727
Depreciation and amortisation (13 872) (13 207)
Operating income 40 680 50 520
Gain on sales of subsidiaries 24 575 7
Other financial income 117 752 88 626
Financial income 142 328 88 633
Financial expense (31 545) (67 534)
Financial income, net 110 783 21 100
Income before extraordinary items 151 463 71 619
Extraordinary expense 6 480 (3 444)
Income before taxes 157 943 68 175
Income taxes (13 767) 311
Net income 144 176 68 487
Tamedia AG
104
Balance sheet
Total assets
in CHF 000, as of 31 December 2012 2011
Cash and cash equivalents 34 034 28 636
Marketable securities 18 250 20 111
Trade accounts receivable
from third parties, net of allowance for bad debts 40 850 46 347
from associated companies and shareholders 1 513 1 776
from group companies 5 533 5 542
Trade accounts receivable 47 896 53 665
Other accounts receivable
from third parties 4 038 4 847
from group companies 22 153 3 273
Other accounts receivable 26 191 8 120
Accrued income and prepaid expenses
from third parties 3 158 12 816
from group companies 2 883 2 307
Accrued income and prepaid expenses 6 040 15 124
Inventories 961 1 139
Current assets 133 373 126 793
Property, plant and equipment
Buildings and fixtures 101 857 89 272
Other property, plant and equipment 65 866 74 037
Property, plant and equipment 167 723 163 309
Financial assets
Investments, net of allowance 1 316 186 1 155 675
Other fiancial assets
with third parties 3 465 626
with associated companies and shareholders – 3 990
with group companies 69 022 9 975
Financial assets 1 388 672 1 170 265
Intangible assets 7 383 7 441
Non-current assets 1 563 778 1 341 015
Total assets 1 697 151 1 467 808
105
Liabilities and shareholders’ equity
in CHF 000, as of 31 December 2012 2011
Current financial liabilities
to third parties 65 925 80 300
to associated companies and shareholders 60 547 59 272
Current financial liabilities 126 472 139 572
Trade accounts payable
to third parties 19 762 25 784
to associated companies and shareholders 369 711
to group companies 1 699 1 707
Trade accounts payable 21 830 28 202
Other current payables
to third parties 7 689 11 370
to associated companies and shareholders – 4
to group companies 26 279 3 592
Other current payables 33 968 14 966
Deferred revenues and accrued expenses
to third parties 119 172 113 374
to group companies – 1 408
Deferred revenues and accrued expenses 119 172 114 782
Current liabilities 301 442 297 522
Long-term financial liabilities
to third parties 170 000 –
to associated companies and shareholders – 127 510
to group companies 277 100 178 013
Long-term financial liabilities 447 100 305 523
Provisions 4 077 4 919
Long-term liabilities 451 177 310 442
Total liabilities 752 620 607 964
Share capital 106 000 106 000
Legal reserves
General legal reserves 53 000 53 000
Capital contribution reserve 1 27 060 86 549
Reserves for treasury shares 18 250 18 618
Legal reserves 98 310 158 167
Free reserves 596 045 527 190
Retained earnings
Balance carried forward – –
Net income 144 176 68 487
Retained earnings 144 176 68 487
Shareholders’ Equity 944 531 859 844
Liabilities and shareholders’ equity 1 697 151 1 467 808
1 CHF 27.0 million is the result of a parent company absorption and was not recognised by the tax authorities as reserves from the capital contribution.
Tamedia AG
106
Notes to the annual financial statements
Basic principles
The annual financial statements of Tamedia AG are prepared in accordance with Swiss
law. They supplement the consolidated financial statements which are prepared accord-
ing to International Financial Reporting Standards (pages 36 to 100). The net income (loss)
reported in these annual financial statements is the decisive figure with regard to the
appropriation of profit as resolved by the General Meeting.
While the consolidated financial statements provide information on the economic sit-
uation of the Group as a whole, the information shown in the annual financial statements
of Tamedia AG (pages 103 to 110) solely relates to the Group’s parent company. Due to the
differing accounting and reporting principles used in the financial statements (consoli-
dated statements under IFRS and parent company statements for Tamedia AG under Swiss
law), they are only comparable to a limited extent.
The following list shows the most significant products and services managed directly by
the parent company, Tamedia AG. The investments held by Tamedia AG are shown in
Note 42 to the consolidated financial statements.
Print Regional
– Tages-Anzeiger
– Jobs market
– Customer Contact Centre
– Prepress
– Print Centre Zurich
Print National
– Annabelle
– Das Magazin
– Schweizer Familie
– SonntagsZeitung
Digital
– Newsnet
107
Notes
Note 1 Change in free reserves
in CHF 000 2012 2011
Balance as of 1 January 527 190 432 923
(Withdrawal from)/Allocation to free reserve 68 487 97 629
Transfer from/(to) reserve for treasury shares 368 (3 362)
Balance as of 31 December 596 045 527 190
Note 2 Sureties, guarantee obligations and pledges to the benefit of third parties
in CHF 000 2012 2011
Guarantees to associated companies – –
Sureties and guarantees to Group companies – 27 627
Subordinated loans for
associated companies – 350
group companies 35 192 11 150
Total 35 192 39 127
Note 3 Assets pledged as collateral for own liabilities
in CHF 000 2012 2011
Land and buildings, at net book value 101 857 89 272
Liens (mortgage notes), total nominal value 125 700 125 700
of which self-owned (freely available) – 125 700
Pledged as collateral for own liabilities – –
Credit drawn, i.e. security granted for fixed advance 125 700 –
Marketable securities pledged as collateral for subscriptions 319 335
Note 4 Lease obligations
in CHF 000 2012 2011
Lease obligations (future commitments) 421 418
of which current 186 191
of which non-current 236 227
Tamedia AG
108
Note 5Fire insurance value of property, plant and equipment (incl. replacement values)
in CHF 000 2012 2011
Buildings 239 280 185 927
Machinery and equipment 542 424 390 455
Note 6Liabilities to employee benefit funds
in CHF 000 2012 2011
Current liabilities
Current liabilities with Tamedia pension funds – –
Current liabilities with other pension funds 126 107
Note 7Change in hidden reserves
in CHF 000 2012 2011
Net decrease – (2 626)
Note 8Investments
See Note 42 to the consolidated financial statements.
Note 9Compensation for and shares owned by the Board of Directors and Management Board
See Note 44 to the consolidated financial statements.
Note 10Significant events after the balance sheet date
See Note 46 to the consolidated financial statements.
Note 11Treasury shares
See Note 32 to the consolidated financial statements.
109
Note 12 Principal shareholders
Name 2012 1 2011 1 2010 1
Dr. Severin Coninx, Berne 13.20% 13.20% 13.20%
Rena Maya Coninx Supino, Zurich 12.95% 12.95% 12.95%
Dr. Hans Heinrich Coninx, Küsnacht 11.93% 2 11.93% 11.93%
Annette Coninx Kull, Wettswil a.A. 11.85% 3 11.85% 11.85%
Ellermann Lawena Stiftung, FL-Vaduz 6.94% 6.94% 6.94%
Ellermann Pyrit GmbH, Stuttgart, Germany 6.93% 6.93% 6.93%
Ellermann Rappenstein Stiftung, FL-Vaduz 5.86% 5.86% 5.86%
Other members of the shareholders’ agreement 2.15% 2.15% 2.15%
Total members of the shareholders’ agreement 71.80% 71.80% 71.80%
Tweedy Browne Company LLC 4.53% 4.53% 4.52%
Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%
Montalto Holding AG, Zug 1.83% 1.83% 1.83%
Epicea Holding AG, Zug 1.42% 1.42% 1.42%
Other members of the shareholders’ group 0.69% 0.69% 0.69%
Total members of the shareholders’ group
Reinhardt-Scherz 3.94% 3.94% 3.94%
1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued.
2 Of which rights of usufruct in relation to 393,234 registered shares owned by Martin Coninx (Männedorf),
rights of usufruct in relation to 393,233 registered shares owned by Claudia Isabella Kaczynski-Coninx (Zollikon)
and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren).
3 Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to
586,022 registered shares owned by Andreas Schulthess (Wettswil).
Note 13 Risk assessment
The Board of Directors convenes regularly to discuss the assessment of risks (two meetings
held in 2012). It prepared an overview of the various risks and assessed these according to
the likelihood of their occurrence and their possible consequences. In addition, the Board
of Directors considered measures to reduce key risks. These assessments were then com-
pared and aligned with those prepared by the Management Board.
The Board of Directors and Management Board currently consider the following risks as
being significant: The effects of the general economic development and structural change
in the media sector, the change in behaviour of advertising customers and media con-
sumers, the change in operating conditions (in particular in the online area with free com-
petition on the part of SRG financed by television licence fees) and new projects both at
home and abroad in general. In contrast, any risks associated with operational errors and
weaknesses or natural hazards are assessed as being less critical.
Tamedia AG
110
Proposed appropriation of profit by the Board of Directors
The Board of Directors will recommend to the General Meeting on 26 April 2013 that the
profit for the financial year 2012:
in CHF 000 2012 2011
Net income 144 176 68 487
Balance brought forward – –
Retained earnings 144 176 68 487
Debit against free reserves – –
Available to the General Meeting 144 176 68 487
be appropriated as follows:
in CHF 000 2012 2011
Allocation to general legal reserves – –
Allocation from retained earnings to free reserves 144 176 68 487
Balance to be carried forward – –
Capital contribution reserves 27 060 86 549
Transfer from free reserves – –
Dividend payment – (59 489)
Reserves from capital contributions carried forward 1 27 060 27 060
Free reserves 595 677 530 553
Transfer to reserves for treasury shares 368 (3 362)
Transfer to reserves from capital contribution reserves – –
Allocation from retained earnings to free reserves 144 176 68 487
Dividend payment 2 (47 700)
Free reserves carried forward 692 521 595 677
1 CHF 27.0 million is the result of a parent company absorption and was not recognised by the tax authorities as reserves from the capital contribution.
2 The Board of Directors will propose to the General Meeting that a total dividend of CHF 4.50 per dividend-bearing share be distributed. Given that the
250,000 shares comprising the purchase price for the remaining 49.9% of the share capital of Edipresse Schweiz will have been delivered by the
distribution date, the amount not being distributed will fall by less than CHF 0.1 million (previous year: CHF 1.5 million).
Zurich, 25 February 2013
On behalf of the Board of Directors
The Chairman
Pietro Supino
111
Report of the statutory auditors
To the General Meeting of Tamedia AG, Zurich
As statutory auditor, we have audited the financial statements of Tamedia AG, compris-
ing the income statement, balance sheet and notes (pages 103 to 109) for the financial year
that ended 31 December 2012.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the financial statements in
accordance with the requirements of Swiss law and the company’s articles of incorpora-
tion. This responsibility includes designing, implementing and maintaining an internal
control system relevant to the preparation of financial statements that are free from mate-
rial misstatement, whether due to fraud or error. The Board of Directors is further respon-
sible for selecting and applying appropriate accounting policies and making accounting
estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Stan-
dards. These standards require that we plan and perform the audit in such a way that we
can determine with sufficient certainty whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the financial statements. The procedures selected depend on the audi-
tor’s judgement, including an assessment of the risks of material misstatement in the
financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers the internal control system relevant to the entity’s preparation of the
financial statements in order to design audit procedures that are appropriate in the cir-
cumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control system. An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of accounting estimates made, as
well as evaluating the overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements for the year that ended 31 December 2012 com-
ply with Swiss law and the company’s articles of incorporation.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor
Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA)
and that there are no circumstances incompatible with our independence.
Tamedia AG
112
In accordance with Art. 728a Para. 1(3) CO and Swiss Auditing Standard 890, we confirm
that an internal control system exists that has been designed for the preparation of finan-
cial statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of profit (page 110) complies with
Swiss law and the company’s articles of incorporation. We recommend that the financial
statements submitted to you be approved.
Zurich, 25 February 2013
Ernst & Young AG
Reto Hofer Andreas Blank
Licensed Auditing Expert Licensed Auditing Expert
(Lead Auditor)
113
Corporate Governance
Corporate Governance
Group structure and shareholders
Group structure
The Group’s operational structure is shown on page 10 of the Annual Report.
The group of consolidated companies includes the following company listed on the stock
exchange:
Name Tamedia AG, Zurich
Location of registration SIX Swiss Exchange, Switzerland
Listed since 2 October 2000
Market capitalisation See section “Capital structure”
Treasury shares (as of 31 December 2012) 264 402
Valor symbol TAMN
ISIN CH 0011178255
Symbol:
– Bloomberg TAMN.SW
– Reuters TAMN.S
Non-listed companies that belong to the group of consolidated companies are shown in
Note 42 to the consolidated financial statements.
Significant shareholders
Significant shareholders and significant groups of shareholders and their holdings in
Tamedia, to the extent known to Tamedia, are shown in the following table.
Corporate Governance
114
Principal shareholders
Name 2012 1 2011 1 2010 1
Dr. Severin Coninx, Berne 13.20% 13.20% 13.20%
Rena Maya Coninx Supino, Zurich 12.95% 12.95% 12.95%
Dr. Hans Heinrich Coninx, Küsnacht 11.93% 2 11.93% 11.93%
Annette Coninx Kull, Wettswil a.A. 11.85% 3 11.85% 11.85%
Ellermann Lawena Stiftung, FL-Vaduz 6.94% 6.94% 6.94%
Ellermann Pyrit GmbH, Stuttgart, Germany 6.93% 6.93% 6.93%
Ellermann Rappenstein Stiftung, FL-Vaduz 5.86% 5.86% 5.86%
Other members of the shareholders’ agreement 2.15% 2.15% 2.15%
Total members of the shareholders’ agreement 71.80% 71.80% 71.80%
Tweedy Browne Company LLC 4.53% 4.53% 4.52%
Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%
Montalto Holding AG, Zug 1.83% 1.83% 1.83%
Epicea Holding AG, Zug 1.42% 1.42% 1.42%
Other members of the shareholders’ group 0.69% 0.69% 0.69%
Total members of the shareholders’ group
Reinhardt-Scherz 3.94% 3.94% 3.94%
1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued.
2 Of which rights of usufruct in relation to 393,234 registered shares owned by Martin Coninx (Männedorf),
rights of usufruct in relation to 393,233 registered shares owned by Claudia Isabella Kaczynski-Coninx (Zollikon)
and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren).
3 Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to
586,022 registered shares owned by Andreas Schulthess (Wettswil).
The disclosure obligation is in compliance with Art. 20 Swiss Stock Exchange and Securi-
ties Trading Act (SESTA) and with the provisions of the Ordinance of the Swiss Financial
Market Supervisory Authority on Stock Exchanges and Securities Trading (SESTO-FINMA),
in particular the notices published on 6 and 9 July 2007 in the Schweizerisches Handel-
samtsblatt (Swiss Official Gazette of Commerce).
In conjunction herewith, the following central features of the shareholders’ agreement
of the founding family are also made available to the public:
–All shareholders who are members of the founding family (pool shareholders), with the
exception of Regula Hauser-Coninx, are bound by the shareholders’ agreement (pool
agreement). The pool agreement entered into effect on the date of the stock exchange
listing for a period of eight years, and was extended in 2008 until 2017.
–Among other things, the pool agreement serves the purpose of coordinating the exer-
cise of the voting rights of pool members with regard to their representation in the
Board of Directors.
–It also governs how pool shareholders exercise their voting rights in conjunction with
other topics requiring the approval of shareholders, such as determining dividends.
–Pool shareholders are notified in advance of any other issues to be brought before the
shareholders at the Annual General Meeting. If two thirds of the voting rights repre-
115
sented by the pool shareholders are cast for any such issue at a meeting of pool share-
holders, the pool shareholders must unanimously vote in favour of this issue at the
General Meeting. Otherwise, pool shareholders are at liberty to exercise their voting
rights as they wish.
–The agreement does not relate to matters which lie within the responsibility of the
Board of Directors or the management of Tamedia or of its subsidiaries.
–The agreement includes a right of first refusal for all parties to the shareholders’ agree-
ment in the event that a pool shareholder wishes to transfer his/her shares to an inde-
pendent third party (either with or without compensation). Should this be the case, the
shareholder in question must first offer his/her shares to the pool shareholders. The
other pool shareholders have the right to purchase such shares at the current market
price less a 20 per cent discount.
–Pool shareholders represent a group of shareholders who act in compliance with the
requirements of Article 20, Paragraph 3 of the Swiss Stock Exchange and Securities Trad-
ing Act (SESTA). Any future exchange of shares amongst the current pool shareholders
will not result in an obligation to announce and make public any such change. If, how-
ever, the entire pool should sell shares and as such the percentage of pooled shares
should fall below the legal thresholds (e.g. below 662/3 per cent or below 50 per cent),
the pool shall be required to inform the Swiss Stock Exchange and Tamedia. An obliga-
tion to notify shall also exist if a new member is added to the pool or one pool member
no longer holds any shares.
The shareholders united under the shareholder pool agreement, consisting of members
of the founding family, held 71.80 per cent of the Tamedia registered shares on the bal-
ance sheet date, of which 67.00 per cent were subject to the provisions stipulated in the
shareholders’ pool agreement.
The Reinhardt-Scherz group of shareholders consists of Erwin Reinhardt, Muri, and
Franziska Reinhardt-Scherz, Muri, and the entities under their control, Montalto Hold-
ing, Zug, and Epicea Holding AG, Zug.
The persons belonging to this group of shareholders jointly hold an investment of
417,342 registered shares of Tamedia AG or 3.94 per cent of the share capital.
Cross-shareholdings
During the current financial year, there were no cross-shareholdings based on either share
capital holdings or on voting rights.
Corporate Governance
116
Capital structure
Capital structure and change in capital structure
Capital structure
in CHF mill. 2012 2011 2010
Ordinary share capital 106.00 106.00 106.00
Ordinary increase in capital – – –
Conditional share capital – – –
Conditional increase in capital – – –
Participation certificates – – –
Dividend-right certificates – – –
Convertible bonds – – –
Additional information concerning changes in equity can be found in the statement of
changes in equity on page 40 of the consolidated financial statements.
Registered shares
number 2012 2011 2010
Nominal value in CHF 10 10 10
Voting rights per share 1 1 1
Number of issued shares 10 600 000 10 600 000 10 600 000
Number of shares entitled to dividends 10 343 151 10 335 598 10 361 503
Total number of voting rights 10 343 151 10 335 598 10 361 503
Number of outstanding shares (weighted average) 10 587 509 10 585 760 10 398 929
Number of treasury shares (as of balance sheet due date) 256 849 264 402 238 497
There are no differences in dividend rights or other priority rights with the exception of
those described in the section “Limitations on transferability and nominee registrations”
below.
Details with regard to market capitalisation can be found in the information for
investors on page 34.
Limitations on transferability and nominee registrations
Upon request, purchasers of registered shares shall be registered as shareholders with vot-
ing rights if they specifically declare that they have purchased such shares in their own
name and for their own account.
The Board of Directors may deny registration of the purchaser as a shareholder or ben-
eficiary with voting rights to the extent that the shares held by the shareholder would
exceed 5 per cent of the total number of shares recorded in the commercial register. Legal
117
entities and partnerships which are bound or affiliated in terms of capital and voting
rights by a common management or in any other way, as well as individuals, legal enti-
ties and partnerships acting in concert or with a view to circumventing the provision at
hand, shall be considered to be one entity.
Shareholders who were registered in the share register on 14 September 2000 or pur-
chasers who are family members of such shareholders shall be exempt from this restric-
tion on registration.
During the reporting year, no exceptions to the said regulations were granted.
The Board of Directors may register nominees in the share register with voting rights of
up to a maximum of 3 per cent of the share capital registered in the commercial register.
Nominees are persons who, when applying for registration, do not specifically declare
that they hold the shares for their own account. The Board of Directors may register nom-
inees with more than 3 per cent of the registered share capital entered in the commercial
register as having voting rights insofar as the nominee in question has provided the com-
pany with the names, addresses and number of shares held by such persons for whom
he/she holds 0.5 per cent or more of the registered share capital entered in the commer-
cial register. The Board of Directors may enter into agreements with such nominees which
govern, among other items, the representation of the shareholders and their voting rights.
The Board of Directors may, following a hearing with a registered shareholder or nom-
inee, cancel their registration in the share register retroactively to the date of entry should
it be apparent that such entries were made based on false information. The persons
affected must be informed of the cancellation immediately.
Convertible bonds and options
Currently, there are no convertible bonds and options.
Board of Directors
Members of the Board of Directors
Information on the members of the Board of Directors and their other functions and busi-
ness interests is provided in the Annual Report on pages 4 to 5.
Election and term of office
The Board of Directors comprises at least five members who are individually elected by
the Annual General Meeting for a term of office of three financial years. Their term of
office expires on the date of the Annual General Meeting for the last financial year of their
tenure. If elections to replace directors are held during the designated term, the newly
elected directors shall serve the remaining tenure of their predecessors. The Annual Gen-
eral Meeting also elects the Chairman of the Board of Directors. Otherwise, the Board of
Directors constitutes itself.
Corporate Governance
118
1 www.tamedia.ch/articles-of-incorporation
Internal organisation
The composition of the Board of Directors and the affiliation of its individual members to
the committees are shown in the table below:
Name Function Member since Term of office Business 1 Audit Nomination and 1 Journalism 1,
development committee compensation committee 2
committee committee
Pietro Supino Chairman 1991 2014 C C C
Tibère Adler Member 2011 2014 M M
Martin Bachem Member 2010 2013 C
Pierre Lamunière Member 2009 2014 M
Konstantin Richter Member 2004 2014 M M
Iwan Rickenbacher Member 1996 2014 M M
Andreas Schulthess Member 2007 2014 M M
C: Committee chairman
M: Member
1 In addition, Martin Kall will take a seat in the Committee
2 In addition, Eric Hoesli will take a seat in the Committee
Authorities
The Board of Directors is responsible for defining the Group strategy. It reviews the com-
pany’s fundamental plans and objectives and identifies external risks and opportunities.
The authorities and responsibilities of the Board of Directors and its committees, as well
as how it governs authorities within corporate management, are stipulated in the Inter-
nal Governance Rules, which can be viewed online at www.tamedia.ch1. Included in par-
ticular therein are the supervisory and control functions for the Board of Directors sup-
ported directly by external parties as well as the ongoing and comprehensive information
of all members of the Board.
The Board of Directors is also responsible for overseeing and monitoring the Manage-
ment Board. The Management Board informs the Board of Directors at its regular meet-
ings and upon special request with regard to business development and the Group’s
planned activities. Also in attendance at these meetings are the Chief Executive Officer as
well as further members of the Management Board and other executive members of staff
for business matters of relevance to them.
The full Board of Directors is informed by means of monthly, written reports with regard
to the consolidated monthly financial statements, business developments within the indi-
vidual business divisions and any further relevant business issues. Each quarter, all mem-
bers of the Board of Directors are provided with written information regarding develop-
ments in market share and every six months a report is sent with explanations to the
semi-annual and annual financial statements. In addition, the Board of Directors also
receives the minutes of meetings held by the Management Board as well as those held by
the four committees of the Board of Directors. The Management Board also informs the
119
Chairman of the Board of Directors on a regular basis with regard to any incidents of par-
ticular significance.
Passing resolutions
The Board of Directors constitutes a quorum when the majority of its members are pres-
ent. It makes decisions based on a majority vote of the members present. In the event of
a tied vote, the Chairman has the casting vote. There are no statutory quorums for reso-
lutions. Resolutions may also be passed by circular vote.
Meetings
The Board of Directors meets as often as business requires or if a meeting is requested by
a member, but at least six times a year. During the reporting year, the Board of Directors
held six mainly full-day meetings with a majority of members and one three-day retreat
together with corporate management.
Committees
In addition to the committees described below, the Board of Directors may form other
committees for specific functions. Members are appointed to committees in conjunction
with the constitution of the Board of Directors and according to the same procedure. Gen-
erally, these committees do not make any binding decisions, but instead report to the
entire Board of Directors where appropriate, submitting proposals for resolutions and
guidelines and providing the Management Board with the necessary support with regard
to their realisation.
The following permanent committees currently exist:
–Nomination and Compensation Committee
–Business Development Committee
–Journalism Committee
–Audit Committee
Committees must be made up mostly of members of the Board of Directors and make their
agendas and meeting minutes available to the entire Board of Directors. The Chairman of
each committee informs the entire Board of Directors orally as to the results of such meet-
ings.
Nomination and Compensation Committee
The Nomination and Compensation Committee addresses human resources matters in
general and is responsible in particular for preparing nominations of members of the
highest management level for which the Board of Directors has direct responsibility. It also
deals with the qualifications and remuneration of these executive members of staff, and
with the general compensation system including profit participation. Not included herein
are the editors-in-chief and the programme directors, for whom the Journalism Commit-
tee is responsible.
Corporate Governance
120
The committee is made up of three to four members as well as the Chief Executive Offi-
cer. The Chairman of the Board of Directors chairs the committee. Five meetings were held
during the reporting year.
Business Development Committee
The Business Development Committee attends to the preparation and support of projects
and agreements that fall within the remit of the Board of Directors and are related to the
Swiss media market and new business ideas. The committee is made up of three to four
members as well as the Chief Executive Officer. The Chairman of the Board of Directors
chairs the committee. One meeting was held during the reporting year.
Journalism Committee
The Journalism Committee deals with publication issues and nominates the editors-in-
chief and the programme directors. It also deals with the performance evaluation and
compensation of members of this management group. The Journalism Committee is also
responsible in particular for regular journalistic discussions with the editors-in-chief and
also deals with the promotion of next-generation talent and journalistic projects.
The committee is made up of three to four members as well as the Chief Executive Offi-
cer. The Chairman of the Board of Directors chairs the committee. Four meetings were
held during the reporting year.
Audit Committee
The Audit Committee oversees the financial reporting, compliance with accounting and
reporting standards and with the rules for listing on the SIX Swiss Exchange, risk manage-
ment and the internal controlling functions, financial corporate communication and
compliance with legal oversight obligations (ad-hoc publicity) as well as any extraordi-
nary accounting matters.
In addition, the Audit Committee also represents the Board of Directors as liaison with
external statutory auditors, and monitors and assesses their work and impartiality on an
ongoing basis. For this purpose, the Audit Committee reviews the reports required by law
that are prepared by the statutory auditors and the reports pertaining to any significant
findings from the interim and final audits. Moreover, the committee is informed orally
by the statutory auditors, the Chief Financial Officer and other management group mem-
bers from the finance division regarding the progress of the audit work. The fees for the
audit of the consolidated financial statements and the individual financial statements are
approved by the Audit Committee.
The Audit Committee comprises at least three members. The Chairman of the Board of
Directors may not be a member of this committee. Meetings are held regularly, at least
four times a year, and generally the Chief Financial Officer is in attendance (as represen-
tative of the Management Board) as well as the statutory auditors. For specific matters, the
Audit Committee calls in outside experts when needed. During the reporting year, the
Audit Committee held five meetings, at which the Chief Financial Officer and represen-
tatives of the statutory auditors were in attendance.
121
Management Board
Members of the Management Board
Information on the members of the Management Board and their other functions and
business interests is provided in the Annual Report on pages 8 to 9.
Management contracts
During the year under review, there were no management contracts between Tamedia
and companies or private individuals stipulating the transfer of management responsibil-
ities by Tamedia.
Compensation report: Compensation, shareholdings and loans
Content and method of determining compensation and shareholding programmes
The Board of Directors makes decisions with regard to compensation, participations and
loans granted to both the Board of Directors and Management Board. Fees for Board mem-
bers are determined by the Board itself. The compensation of the Management Board is
determined based on recommendations to the Board of Directors made by the Chief Exec-
utive Officer. In order to attract and retain persons with the necessary capabilities and
character traits, compensation is determined by considering both market conditions and
performance factors.
The Board of Directors’ fees and the fees paid to the members of the Board of Directors’
committees are fixed amounts. In addition, cash expenditures are reimbursed.
Compensation paid to the Management Board is made up of a fixed amount and a vari-
able component (profit-sharing), which is based on quantitative and qualitative personal
goals set in advance along with goals set for the individual divisions, and also the results
of the Tamedia Group as a whole. Moreover, a supplementary profit participation is
granted, which is dependent on the earnings of the Tamedia Group (see Note 44 to the con-
solidated financial statements). Members of the Management Board are insured against
old age, death and disability in accordance with the usual social insurance legislation.
With the exception of one employment contract, the notice period is 12 months. One
member of the Management Board has an employment contract which stipulates a notice
period of 36 months. In return for this clause, this manager does not participate in the
profit participation programme otherwise offered to the Management Board (see Note 44
to the consolidated financial statements).
Compensation to active and former members of the Board of Directors and Management
Board
The compensation paid to active and former members of the Board of Directors and Man-
agement Board can be found in Notes 43 and 44 to the consolidated financial statements.
Share allotments and ownership
The shares and share options of Tamedia AG that are allotted to active and former mem-
bers of the Board of Directors and Management Board can also be found in Note 44 to the
Corporate Governance
122
consolidated financial statements.
Additional fees and compensation
Additional fees and compensation to active and former members of the Board of Directors
and the Management Board can be found in Notes 43 and 44 to the consolidated financial
statements.
Loans to officers and directors of the company
As of the balance sheet date, there were no outstanding loans to active and former mem-
bers of the Board of Directors and Management Board.
Highest total compensation
The highest total compensation is listed in the details in Note 44 to the consolidated finan-
cial statements.
Shareholders’ rights
Restrictions on voting rights and representation
A shareholder may directly or indirectly exercise or cause to have exercised voting rights
associated with his/her own shares or shares he/she represents up to maximum of 5 per
cent of the total number of shares registered in the commercial register. To this end, legal
entities and partnerships which are bound or affiliated in terms of capital and voting
rights by a common management or in any other way, as well as individuals, legal enti-
ties and partnerships acting in concert or with a view to circumventing the provision at
hand, shall be considered to be one entity
Institutional investor proxies within the meaning of Article 689c of the Swiss Code of
Obligations (custodian proxies, company officers and independent proxies) are exempted
from this restriction on voting rights as long as the provisions of the Articles of Incorpo-
ration referred to in the previous paragraph have been adhered to by the owner(s).
Shareholders registered with more than 5 per cent of the voting rights in the share reg-
ister are exempt from the aforementioned restriction of voting power.
Statutory quorums
According to the Articles of Incorporation of Tamedia AG, the Annual General Meeting
makes resolutions and conducts elections based on an absolute majority of represented
voting rights. For the following resolutions, a minimum two-thirds majority of the repre-
sented voting rights and the absolute majority of the represented share capital are
required: changes in the company’s purpose; introduction of voting shares; restrictions on
transferability of registered shares; approved or conditional capital increases; capital
increases from shareholders’ equity, in return for non-monetary contributions or for the
purpose of acquisition of assets or granting special advantages; restriction or cancellation
of subscription rights; transfer of the company’s registered office and dissolution of the
company without liquidation.
123
Convening the Annual General Meeting
The General Meeting is held annually within six months of the end of the company’s
financial year. Extraordinary general meetings are convened as needed. Likewise, in addi-
tion to the statutory auditors, one or more shareholders who combined represent at least
10 per cent of the company’s share capital may demand in writing that a general meeting
be convened indicating the subject matter to be discussed and proposals to be made.
The General Meeting is convened by the Board of Directors no later than 20 days prior
to the scheduled date of the meeting. The shareholders are notified via Tamedia’s normal
publications (see further information in section “Information policy” on page 125).
Agenda
Shareholders who together represent shares with a nominal value of CHF 1,000,000 may
request that a matter for discussion be included in the agenda. The request must be sub-
mitted in writing at least 60 days prior to the General Meeting with an indication of the
subject to be discussed.
Registration in the share register
All shareholders registered with voting rights in the share register are entitled to take part
and to have voting rights at the General Meeting. For organisational reasons, no further
registrations may be made 20 days before the General Meeting. Shareholders who have
sold their shares prior to the General Meeting no longer have any voting rights.
Changes of control and defensive measures
In accordance with the Swiss Stock Exchange Act, whoever, whether directly, indirectly
or acting in concert with third parties, acquires equity securities of a listed Swiss com-
pany, which, when added to the equity securities already owned, exceed a threshold of
33.3 per cent of the overall voting rights of a target company, whether or not said voting
rights may be exercised, must make a bid to the remaining shareholders to acquire all of
the company’s equity securities listed on the stock market. Before listing its equity secu-
rities, the company may lay down in its articles of incorporation that a purchaser is not
obliged to make a public purchase offer of this kind (opting-out). Tamedia AG’s Articles of
Incorporation do not provide for such opting-out. Similarly, there are no clauses govern-
ing changes in control.
Corporate Governance
124
Statutory auditors
Duration of mandate and period of office of the lead auditor
The statutory auditors are appointed by the General Meeting for a period of one year.
Ernst & Young AG accepted the mandate as auditors of the consolidated financial state-
ments for the first time for the financial year 1993. The separate financial statement of
Tamedia AG has been audited by Ernst & Young AG since 1936. Reto Hofer assumed the
role of lead auditor for the first time for the financial year 2009.
Audit fee
The fees for the audit of the consolidated financial statements and the individual finan-
cial statements total CHF 1.0 million (previous year: CHF 1.0 million), of which CHF 1.0
million relate to expenditures for the audit conducted by Ernst & Young AG.
Additional fees
The total amount of fees paid to Ernst & Young and/or its affiliated persons for any addi-
tional advisory services in the financial area amounted to CHF 0.2 million (previous year:
CHF 0.1 million).
Supervisory and control instruments with regard to the audit
The nature of the supervisory and control instruments used by the Board of Directors to
assess the external auditors is described in the section “Board of Directors – Audit Com-
mittee”. The system of rotation governing the mandate of the lead auditor is seven years
at the most, in compliance with the impartiality guidelines set down by the Swiss Cham-
ber of Certified Accountants and Tax Consultants. A regular rotation of the statutory audi-
tors is not foreseen.
1 www.tamedia.ch/articles-of-incorporation
125
Information policy
Information policy and ad-hoc publicity requirements
Tamedia practices an open and timely information policy that treats all target groups in
the capital market equally. Detailed annual and semi-annual reports are published. The
consolidated financial statements are prepared in accordance with IFRS standards (Inter-
national Financial Reporting Standards) (see “Consolidation principles”, pages 41 to 50).
An agenda including the date of the General Meeting and the date of publication of the
Half-Year report can be found on page 34.
Tamedia AG’s Articles of Incorporation can be viewed online at www.tamedia.ch1.
As a listed company, Tamedia is also obliged to inform the public of any price-sensitive
information (ad-hoc publicity, Art. 53 Listing Rules). In addition to information on finan-
cial developments, Tamedia also provides information regularly on current changes and
developments.
For more detailed information on the company, visit www.tamedia.ch. The official pub-
lication used for public announcements made by the company and such required by law
is the Swiss Official Gazette of Commerce.
The contact person for specific questions about Tamedia:
Tamedia AG
Christoph Zimmer
Head of Corporate Communications
Werdstrasse 21
8021 Zurich, Switzerland
Phone: +41 (0) 44 248 41 00
Fax: +41 (0) 44 248 50 26
E-mail: [email protected]
126
Tamedia
Werdstrasse 21Postfach8021 ZurichPhone: +41 (0) 44 248 41 [email protected]
Espace Media
Dammweg 9Postfach3001 BernePhone: +41 (0) 31 330 31 11www.tamedia.ch/en/company/[email protected]
Tamedia Publications romandes
Avenue de la Gare 33Case Postale1001 LausannePhone: +41 (0) 21 349 45 45www.tamedia.ch/en/company/tamedia-publications-romandestamedia.publications.romandes@sr.tamedia.ch
Contacts Addresses
127
128
Contacts Imprint
CCoonnttaacctt Tamedia AGWerdstrasse 21CH-8021 ZurichPhone +41 (0) 44 248 41 11Web www.tamedia.chE-mail [email protected]
IInnvveessttoorr RReellaattiioonnss Tamedia AGChristoph ZimmerHead of Corporate CommunicationsWerdstrasse 21CH-8021 ZurichPhone +41 (0) 44 248 41 00 E-mail [email protected]
IImmpprriinntt Corporate Communications Tamedia (Project management)General Secretariat (Coordination with the Board)Nose Design AG, Zurich (Concept and Design)Karin Heer (Photography)MDD Management Digital Data AG, Lenzburg (Production)CLS Communication (Translation)Tamedia (Proofreading)galledia, Flawil (Printing)
Electronic versions available to download at:www.tamedia.ch, Investor Relations, Financial Reports
Please order your copy of the Annual Report from:Tamedia AG, Corporate Communications, Werdstrasse 21, CH-8021 Zurich, Phone +41 (0) 44 248 41 90, Fax +41 (0) 44 248 50 26, [email protected]