Comptes consolidés 03-2017 SFR Group EN · PDF fileSFR Group Condensed consolidated financial statements for the three-month period ended March 31, 2017 1 Consolidated Statement of

SFR Group (formerly Numericable-SFR)

Condensed consolidated financial statements for the three-month period

ended March 31, 2017

SFR Group 1, Square Béla Bartók

75015 Paris

SFR Group Condensed consolidated financial statements for the three-month period ended March 31, 2017

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Consolidated Statement of Income

(in € millions)

March 31, March 31,

2017 2016

Revenues 2,705 2,573

Purchasing and subcontracting (986) (912) Other operating expenses (662) (628) Staff costs and employee benefit expenses (242) (193) Depreciation, amortization and impairment (557) (578) Non-recurring income and expenses (103) (13)

Operating income 156 249

Financial income 1 1 Cost of gross financial debt (193) (281) Other financial expenses (14) (16)

Net financial income (expense) (207) (296)

Share in net income (loss) of associates 0 0

Income (loss) before taxes (50) (47)

Income tax income (expense) (4) 6

Net income (loss) from continuing operations (54) (41)

Net income (loss) from discontinued operations - -

Net income (loss) (54) (41)

� Group share (52) (45)

� Non-controlling interests (2) 4

Earnings per share, Group share (in euros)

Earnings net per share

� basic (0.12) (0.10)

� diluted (0.12) (0.10)


2

Consolidated Statement of Comprehensive Income

(in € millions)

March 31, March 31,

2017 2016

Net income (loss) (54) (41)

Items that may be subsequently reclassified to prof it or loss : Foreign currency translation adjustments (1) 0 Cash flow hedges 126 (25) Related taxes (32) 9 Other items related to associates 0 (0)

Items that will not be subsequently reclassified to profit or loss : Actuarial gain (loss) - - Related taxes - -

Comprehensive income (loss) 39 (57)

Of which : Comprehensive income (loss), Group share 41 (61) Comprehensive income (loss), Non-controlling interests (2) 4


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Consolidated Statement of Financial Position

March 31, December 31,

(in € millions) 2017 2016

Assets

Goodwill 11,146 11,146 Intangible assets 7,482 7,600 Property, plant and equipment 6,025 6,021 Investments in associates 49 46 Non-current financial assets 1,993 2,131 Deferred tax assets 23 22 Other non-current assets 20 21

Non-current assets 26,738 26,986

Inventories 237 235 Trade and other receivables 3,630 3,212 Income tax receivable 180 159 Current financial assets 4 4 Cash and cash equivalents 318 452

Assets held for sale (a) 63 59

Current assets 4,432 4,121

Total Assets 31,169 31,107



Equity and liabilities

Share capital 443 443 Additional paid- in capital 5,388 5,388 Reserves (2,179) (2,221)

Equity attributable to owners of the company 3,652 3,609

Non-controlling interests (39) (37)

Consolidated equity 3,612 3,572

Non-current borrowings and other financial liabilities 16,984 17,171 Other non-current financial liabilities 333 325 Non-current provisions 761 840 Deferred tax liabilities 634 615 Other non-current liabilities 666 617

Non-current liabilities 19,378 19,568

Current borrowings and financial liabilities 184 485 Other current financial liabilities 1,700 1,155 Trade payables and other liabilities 5,032 5,139 Income tax liabilities 230 207 Current provisions 417 396 Other current liabilities 568 540

Liabilities directly associated to assets held for sale (a) 47 46

Current liabilities 8,179 7,968

Total Equity & liabilities 31,169 31,107

(a) Refer to note 4.7 to the consolidated financial statements for the year ended December 31, 2016


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Consolidated Statement of Changes in Equity

Equity attributable to owners of the company

Capital Additional

paid-in capital

Reserves Other

comprehen-sive income

Total Non-

controlling interests

Consolidated equity

(in € millions)

Position at December 31, 2015 440 5,360 (1,461) (84) 4,256 12 4,267

Comprehensive income - - (45) (16) (61) 4 (57) Issuance of new shares 2 25 - - 27 - 27 Share-based compensation - - 2 - 2 - 2 Purchase of treasury shares - - 1 - 1 - 1 Other movements - - 0 - 0 0 0

Position at March 31, 2016 442 5,385 (1,503) (100) 4,224 16 4,240

Comprehensive income (loss) - - (165) (267) (432) (12) (445) Issuance of new shares 0 3 - - 3 - 3 Share-based compensation - - 2 - 2 - 2 Purchase of treasury shares - - (1) - (1) - (1) Other movements - - (187) - (187) (34) (221)

Position at December 31, 2016 443 5,388 (1,854) (367) 3,609 (37) 3,572

Comprehensive income (loss) - - (52) 93 41 (2) 39 Issuance of new shares 0 0 - - 1 - 1 Share-based compensation - - 0 - 0 - 0 Purchase of treasury shares - - (0) - (0) - (0) Other movements - - 1 - 1 (0) 1

Position at March 31, 2017 443 5,388 (1,905) (274) 3,652 (39) 3,612

Breakdown of changes in equity related to other com prehensive income

December 31, March 31, December 31, March 31,

(in € millions) 2015 2016 Change 2016 2017 Change

Hedging instruments (129) (154) (25) (498) (373) 126 Related taxes 44 53 9 140 108 (32)

Actuarial gains and losses 3 3 - (10) (10) - Related taxes (3) (3) 0 1 1 -

Foreign currency translation adjustments (1) (1) 0 (2) (3) (1)

Items related to associates 2 2 (0) 3 3 0

Total (84) (100) (16) (367) (274) 93


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Consolidated Statement of Cash Flows

(in € millions)

March 31, March 31,

2017 2016

Net income, Group share (52) (45)

Adjustments: Non-controlling interests (2) 4 Depreciation, amortization and provisions 516 499 Share in net income (loss) of associates (0) (0) Net income from sale of property, plant and equipment and intangible assets 27 8 Net financial expense (income) 207 296 Income tax expense (income) 4 (6) Other non-cash items 1 0 Income tax paid (19) (1) Change in working capital (310) (150)

Net cash flow provided (used) by operating activiti es 373 604

Acquisitions of property, plant and equipment and intangible assets (486) (430) Acquisition of consolidated entities, net of cash acquired (24) (3) Acquisitions of other financial assets (3) (3) Disposals of property, plant and equipment and intangible assets 15 9 Disposal of consolidated entities, net of cash disposals - 0 Disposal of other financial assets 6 1 Change in working capital related to property, plant and equipment and intangible assets (142) (283)

Net cash flow provided (used) by investing activiti es (633) (707)

Purchases of treasury shares 0 1 Capital increase 1 27 Issuance of debt - 600 Repayment of debt (13) (586) Interest paid (406) (174) Other flows from financing activities (a) 474 192

Net cash flow provided (used) by financing activiti es 56 59

Net increase (decrease) in cash and cash equivalen ts (204) (44)

Exchange rate impact on cash in foreign currencies (0) 0

Net cash and cash equivalents at beginning of perio d 400 229

Net cash and cash equivalents at end of period 196 185

of which cash and cash equivalents 318 446 of which bank overdrafts (122) (261) (a) Of which €356 million of commercial paper.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation of the consolidated financial statements 7

2. Significant events of the period 8

3. Change in scope 9

4. Reconciliation of operating income to Adjusted EBITDA 10

5. Segment information 10

6. Financial income 11

7. Income tax expense 11

8. Earning per share 12

9. Cash and cash equivalents 12

10. Non-current financial assets 12

11. Equity 13

12. Financial liabilities 13

13. Derivative instruments 16

14. Litigation 16

15. Related party transactions 19

16. Entity consolidating the financial statements 19

17. Subsequent events 19


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1. Basis of preparation of the consolidated financial statements

SFR Group (hereinafter “the Company” or “the Group”) is a limited liability corporation (société anonyme) formed under French law in August 2013 with headquarters in France.

Created subsequent to the merger of Numericable and SFR, the Group (formerly named Numericable-SFR) aims to become, on the back of the largest fiber optic network and a leading mobile network, the national leader in France in very-high-speed fixed-line/mobile convergence. A global player, the Group has major positions in all segments of the French B2C, B2B, local authorities and wholesale telecommunications market. SFR Group is also adopting a new and increasingly integrated model around access and content convergence. Its new division Media includes SFR Presse companies, which cover the Group’s Press activities in France (Groupe l’Express, Libération, etc) and NextRadioTV, which covers the Group’s audiovisual activities in France (BFM TV, BFM Business, BFM Paris, RMC, RMC Découverte...). Listed on Euronext Paris, the majority shareholder of the Group, the Altice N.V. Group, held 89.95% of the share capital as of April 25, 2017. This Note describes the changes in the accounting principles adopted by the Group for the interim consolidated financial statements for the three-month period ended March 31, 2017 based on the consolidated financial statements for the year ended December 31, 2016.

1.1. Basis of preparation of financial information

On May 9, 2017, the Company’s Board of Directors approved the interim condensed consolidated financial statements for the three-month period ended March 31, 2017. The interim condensed consolidated financial statements for the three-month period ended March 31, 2017 were prepared in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) and adopted by the European Union (EU). They should be read in conjunction with the Group’s 2016 annual consolidated financial statements. The interim condensed consolidated financial statements were prepared in accordance with the same principles as for December 31, 2016, subject to the specifics of IAS 34.

1.2. Use of estimates and judgements

In preparing the Group’s financial statements, Management makes estimates insofar as many factors included in the financial statements cannot be measured accurately. The assumptions on which key estimates are based are the same as those described in Note 3 – Use of estimates and judgements of the consolidated financial statements for the year ended December 31, 2016. Management reviews such estimates as the circumstances on which they are based change or as a result of new information or additional experience. Consequently, the estimates made as of March 31, 2017 may be significantly modified in subsequent periods, and actual amounts may differ from estimates.

1.3. New standards and interpretations

Standards and interpretations applied from January 1, 2017

The application from January 1, 2017 of the mandatory standards and amendments (listed below) had no material impact on the Group’s consolidated financial statements:

- Amendments to IAS 7 – Disclosure initiative : The amendments will require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, while distinguishing cash and non-cash flows. For the period ended March 31, 2017, the Group has provided disclosure in compliance with this amendment, allowing users of the financial statements to reconcile the variations in liabilities and related amounts recorded in the consolidated statement of cash flows.


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- Amendments to IAS 12 – Recognition of deferred tax assets for unrealized losses. The amendments clarifies the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value, in order to address the differences in current market practices.

- Annual Improvements cycle 2014-2016 : mainly the standard IFRS12 – Disclosures of interests in other entities, clarifying the scope of the disclosure requirements.

Standards and interpretations not yet applied

The Group has not anticipated the following IFRS issued by the IASB but not yet in force, that may impact the Group’s financial statements:

� IFRS 15 – Revenue from Contracts with Customers applicable to annual periods beginning on or after January 1, 2018 ;

� IFRS 9 – Financial Instruments applicable to annual periods beginning on or after January 1, 2018 ;

� IFRS 16 – Leases applicable to annual periods beginning on or after January 1, 2019.

The impacts of implementing these news standards are currently being analysed as part of a Group-wide project. It is not practicable to provide a reasonable estimate of the quantitative effects on the financial statements until these projects have been completed. Refer to Note 1.2 to the Group’s 2016 annual consolidated financial statements

2. Significant events of the period

On January 30, 2017, SFR and NextRadioTV announced a new phase in their strategic partnership

On January 30, 2017, NextRadioTV and SFR Group announced that they have submitted an application to the Conseil Supérieur de l’Audiovisuel (CSA) for approval to enter into a new phase of their strategic partnership. In doing so, it is SFR's intention to increase its stake in the holding company of NextRadio TV (“GNP) to 100%. The plans have also already been submitted for approval to French Competition Authority.

The implementation of this phase is the logical follow up to the partnership entered into in July 2015 with Altice Group and it reflects the changing national and international environment of the telecommunications and media industry.

The first phase has been successful, as it has enabled NextRadioTV to launch three new channels in just a few months: BFM Sport, BFM Paris and SFR Sport1.

The next phase will allow the group to accelerate the launch of new projects and strengthen the capacity of existing channels.

Decision of the French Competition Authority agains t Altice and SFR Group dated March 8, 2017

By Decision No.14-DCC-160 dated October 30, 2014, the French Competition Authority authorized Numericable Group, a subsidiary of the Altice Group, to take exclusive control of SFR. This authorization was subject to a certain number of commitments, including those subject to the procedure initiated by the Competition Authority relating to the performance of a joint investment agreement entered into by SFR and Bouygues Telecom on November 9, 2010 (“Faber Agreement”). Under the terms of this Agreement, SFR and Bouygues Telecom committed to jointly invest in the rollout of a horizontal fiber optic network in a defined number of towns and districts located in high density areas.

Insofar as Numericable was already highly present with the very high speed offers of its FTTB cable network in this high density area, the Authority considered that the takeover of SFR by Numericable may have cast doubts over SFR’s incentive to honor its commitments to its joint investors, and in particular to Bouygues. To address this potential risk, the Authority therefore requested commitments were made to guarantee that the new group would supply the buildings requested by Bouygues Telecom under the Agreement. These commitments covered three main points:

� The obligation to provide distribution services for all Termination Points delivered as of October 30, 2014 within two years;


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� The drawing up of a rider to the Faber Agreement allowing Bouygues Telecom to order a list of buildings of its choice for the distribution to Termination Points delivered after October 30, 2014 within three months (excluding performance constraints);

� The provision of maintenance for the FTTH infrastructure in a transparent and non-discriminatory manner using specially introduced quality indicators.

By Decision No.15-SO-14 dated October 5, 2015, the Competition Authority officially opened an inquiry into the conditions under which Altice and SFR Group respect these commitments.

By Decision No. 17-D-04 dated March 8, 2017, the Competition Authority decided to levy a financial sanction of €40 million against Altice and SFR Group, and imposed periodic penalty payments for each day of delay, for not having respected the commitments set out in the “Faber Agreement”. This amount was recognized in the financial statements as of March 31, 2017.

SFR contests this totally incriminating decision, the arguments on which it is based, and the amount of the financial sanction and appealed against this decision to the Council of State (Conseil d’Etat) on April 13, 2017.

Decision of the Administrative Court regarding the penalty to pay for €96.6 million by Sequalum to the department of Hauts-de-Seine

Pursuant to two decisions rendered on March 16, 2017, Administrative Court of Cergy Pontoise rejected the actions brought by Sequalum against two enforcement measures issued by the department of Hauts-de-Seine in respect of penalties, for amounts of €51.6 million and €45.1 million. Sequalum intends to appeal these decisions.

Restructuring

On August 4, 2016, Management and some representative unions of the SFR Group telecom division signed an agreement to allow the Group to adapt more quickly to the demands of the telecom market by building a more competitive and efficient organization. This agreement reaffirms the commitments, made at the time of the SFR acquisition, to maintain jobs until July 1, 2017 and defines the internal assistance guarantees as well as the conditions for voluntary departures implemented as of the second half of 2016. This agreement stipulates three steps: 1 - the reorganization of retail stores, presented to the staff representatives on September 2016, resulted in a voluntary departure plan as of the 4th quarter of 2016 and is accompanied by a change in channel distribution and the closing of stores; 2 - the preparation of a new voluntary departure plan to be launched in July 2017, preceded by the possibility for employees who would like to benefit from this plan to request suspension of their employment contract in the 4th quarter of 2016 in order to pursue their professional plans outside the company; and 3 - a period between July 2017 and September 2019 during which employees could also benefit from a voluntary departure plan under conditions to be defined. In any case, the Group has made a commitment that the SFR Telecom division will have no fewer than 10,000 employees during this period. The first phase of this agreement, namely the reorganization of retail stores, ended at end-March 2017 with the validation of about 800 departures of employees. At end March 2017, €128 million was recognized for restructuring of retail stores in accrued liabilities on the one hand (€88 million) and in provisions on the other (€40 million). Furthermore, the GPEC Group Agreement was signed on February 1, 2017 by the majority of the representative unions of the SFR Group Telecom division. It specifies the external mobility scheme offered to the employees for the period before June 30, 2017. As of March 31, 2017, 446 employees benefit from the “Mobilité Volontaire Sécurisée” plan (suspension of labour contrat) of the GPEC, and will benefit in priority from the voluntary departure plan if they remain eligible when the plan enters into force. Finally, “Livre 2” that plans the target organization of the Telecom division of SFR was delivered to the representative unions on April 3, 2017. No provision was recognized for this voluntary departure plan, as the criteria for recording a provision were not met under IAS 19 or IAS 37 as of March 31, 2017.

3. Change in scope

In the three-month period ended March 31, 2017, there was no significant change in the consolidation scope as described in Note 35 – List of consolidated entities to the Group’s 2016 annual consolidated financial statements.


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4. Reconciliation of operating income to Adjusted EBIT DA

The following table shows the reconciliation of the operating income in the Consolidated Financial Statements to Adjusted EBITDA:

March 31, March 31,


Operating income 156 249

Depreciation, amortization and impairment 557 578 Restructuring costs 16 10 Costs relating to stock option plans 0 2 Other non-recurring costs (a) 90 12

Adjusted EBITDA 820 851

(a) It includes costs related to litigation (€54 million) and net losses on property, plant and equipment and intangible assets (€27 million).

For the record, the definition of Adjusted EBITDA and non-recurring income and expenses are presented in Note 2.4 –Adjusted EBITDA of the 2016 consolidated financial statements.

5. Segment information

As of March 31, 2017, the Group’s activity is organized according to the following operating segments:

� B2B Operations

� B2C Operations

� Wholesale

� Media

The following tables show revenue and Adjusted EBITDA broken down by the operating segments defined by the Group. For information, these two aggregates are performance indicators used and monitored by the Group to direct operating activities.

5.1. Revenue

Revenue is primarily generated in France. The breakdown by operating segments before intra-segment eliminations is as follows:

March 31, March 31,


B2C 1,927 1,770 B2B 511 528 Wholesale 460 428 Media 127 - Intersegment eliminations (320) (154)

Total 2,705 2,573


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The contribution to revenue is detailed as follows:

March 31, March 31,


B2C 1,770 1,762 B2B 494 515 Wholesale 318 295 Media 123 -

Total 2,705 2,573

5.2. Adjusted EBITDA

The contribution to Adjusted EBITDA breaks down by segment as follows:

March 31, March 31,


B2C 523 566 B2B 153 178 Wholesale 128 106 Media 16 -

Total 820 851

6. Financial income

Financial income is broken down below :

March 31, March 31,


Cost of gross financial debt (193) (281)

Financial income 1 1

Provisions and unwinding of discount (6) (6) Other (8) (10)

Other financial expenses (14) (16)

Net financial income (expense) (207) (296)

The decrease in the cost of gross financial debt compared to the quarter ended March 31, 2016 (€193 million vs €281 million) was mainly explained by the variation in fair value of certain derivative instruments and the monetization of certain instruments in the first quarter of 2016.

7. Income tax expense

For interim reporting, the tax expense or tax income on profit or loss is determined in accordance with IAS 34, based on the best estimate of the annual average tax rate expected for the full fiscal year, restated for non-recurring items (which are recorded in the period as incurred).


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8. Earnings per share

The following table shows the bridge between basic income per share and diluted income per share:

March 31, March 31,


Net income used for calculating basic earnings per share (52) (45)

Impact of dilutive instruments:

Stock option plans (a) - -

Net income used for calculating diluted earnings p er share (52) (45)

(a) Stock options granted at end-March 2017 are non-dilutive in view of the change in share price between the grant date and the balance sheet date, and the valuation of the plans.

The table below shows the weighted average number of ordinary shares used for calculating basic and diluted earnings per share:

March 31, March 31,

(number of shares) 2017 2016

Weighted average number of ordinary shares 442,557,975 440,710,495

Impact of dilutive instruments:

Stock option plans (a) - -

Weighted average number of shares outstanding - di luted 442,557,975 440,710,495

(a) The weighted average number of shares outstanding was not restated for the number of stock option exercised at end-March 2017 because the stock option plans granted as of March 31, 2017 have no dilutive effect.

9. Cash and cash equivalents

Cash and cash equivalents are broken down below: March 31, December 31,


Cash 234 314 Cash equivalents (a) 84 138

Cash and cash equivalents 318 452

(a) Cash equivalents mainly consisted of money-market UCITS.

10. Non-current financial assets

Non-current financial assets are broken down below:



Derivative financial instruments (a) 1,752 1,886 Other (b) 240 244

Non-current financial assets 1,993 2,131

Other non-current assets 20 21

Non current financial asstes 2,013 2,151

(a) See Note 13 – Derivative instruments. (b) Includes the guarantees granted by Vivendi for €124 million.


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11. Equity

As of March 31, 2017, following the exercise of stock options, SFR Group’s share capital, based on the number of shares outstanding on that date, amounted to €442,574,016 comprising 442,574,016 ordinary shares with a par value of €1 each.

11.1. Change in share capital

Date Transaction Shares issued

December 31, 2016 442,532,156

January to March Exercise of stock-options 41,860

March 31, 2017 442,574,016

11.2. Treasury shares

In early 2014, the Group signed a liquidity contract with Exane BNP Paribas in order to improve the liquidity of its securities and the regularity of their prices on NYSE Euronext Paris. As of March 31, 2017, the Group holds 43,388 treasury shares as part of the liquidity contract.

12. Financial liabilities

12.1. Financial Liabilities breakdown

Financial liabilities break down as follows:

Current Non-current Total

March 31, December 31, March 31, December 31, March 31, December 31,

(in € millions) 2017 2016 2017 2016 2017 2016

Bonds 101 403 12,064 12,197 12,165 12,600 Term loans (a) 83 82 4,685 4,736 4,769 4,818 Derivative instruments - - 235 237 235 237

Borrowings 184 485 16,984 17,171 17,169 17,655

Finance lease liabilities 45 43 41 40 85 83 Perpetual subordinated notes ("TSDI") - - 46 46 46 46

Deposits received from customers 40 38 158 151 198 188 Bank overdrafts 122 52 - - 122 52 Securitization 269 263 - - 269 263 Reverse factoring 488 374 - - 488 374 Commercial paper 605 249 - - 605 249 Other (b) 132 136 88 89 220 225

Other financial liabilities 1,700 1,155 333 325 2,033 1,480

Financial liabilities 1,885 1,640 17,317 17,496 19,202 19,136

(a) This amount includes a NextRadioTV term loan (€38 million of which €19 million at short term).

(b) This amount includes €100 million of vendor loan related to the acquisition of AMGF and €59 million related to the valuation of the put and call options as part of the acquisition of NextRadioTV.

Financial liabilities issued in US dollars are converted at the following closing rate:

� As of March 31, 2017: €1 = 1.0691 USD

� As of December 31, 2016: €1 = 1.0541 USD


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12.2. Net financial debt

Net financial debt as defined and utilized by the Group can be broken down as follows:



Bonds 12,132 12,273 Term loans 4,831 4,886 Finance lease liabilities 85 83 Commercial paper 605 249 Bank overdrafts 122 52 Other financial liabilities 69 72

Financial Liabilities contributing to net financial debt (a) 17,845 17,615

Cash and cash equivalents 318 452 Net derivative instruments - currency translation impact 2,184 2,367

Financial Assets contributing to net financial debt (b) 2,502 2,819

Net financial debt (a) – (b) 15,343 14,796

(a) Liability items correspond to the nominal value of financial liabilities excluding accrued interest, impact of EIR, perpetual subordinated notes, operating debts (notably guarantee deposits, securitization debts and reverse factoring), debts related to the acquisition of AMGF and ACL. All these liabilities are translated at the closing exchange rates. See Note 12.3 – Reconciliation between net financial liabilities and financing flows.

(b) Asset items consist of cash and cash equivalents and the portion of the fair value of derivatives related to the currency translation impact (€2,184 million as of March 31, 2017 and €2,367 million as of December 31, 2016). The portion of the fair value of derivatives related to the exchange rate impacts (€(666) million as of March 31, 2017 and €(718) million as of December 31, 2016 is not included).

12.3. Reconciliation between net financial liabilit ies and financing flows

In compliance with IAS7 amendments, the following table shows the reconciliation between net financial liabilities in the consolidated statement of financial position and the net financial debt :

(in € millions)


Note 2017 2016

Financial liabilities 12.1 19,202 19,136 Cash and cash equivalents 9 (318) (452) Derivative instruments - asset 10 (1,752) (1,886)

Net financial debt - consolidated statement of fin ancial position 17,132 16,797

Reconciliation :

Net derivative instruments - rate impact (666) (718) Accrued interest (171) (470) EIR

230 241

Perpetual subordinated notes ("TSDI")

(46) (46) Deposits received from customers (198) (188) Securitization (269) (263) Reverse factoring

(488) (374)

Vendor and other debts on acquisition

(177) (180) Other (3) (4)

Net financial debt 15,343 14,796


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12.4. Reconciliation between change on financial li abilities and flows related to financing

In order to apply to the IAS7 amendment, this table presents the reconciliation between change on financial liabilities and flows related to financing as presented in the consolidated statement of cash flows.

December 31, Consolidated statement of cash flows

March 31,

(in € millions) 2016

Net cash flow - financing activities

Other flows Other flows - non cash 2017

Non-current borrowings and other financial liabilities 17,171 (11) - (175) 2 16,984

Other non-current financial liabilities 325 13 - (6) 333

Non-current financial liabilities 17,496 2 - (181) 17,317

Current borrowings and financial liabilities 485 (407) -

107 3 184

Other current financial liabilities 1,155 461 78 1 6 1,700

Current financial liabilities 1,640 54 78 113 1,885

Financial liabilities 19,136 56 78 (68) 19,202 1) Of which bank overdrafts for €70 million ; 2) Of which change effect for €(184) million and EIR for €11 million ; 3) Of which accrued interests for €188 million and swap impact for €(81) million.

12.5. Fair value hierarchy of financial assets and liabilities

The following table shows the net carrying amount and the fair value of financial assets and liabilities of the Group:

(in € millions)

March 31, 2017 December 31, 2016

Net carrying amount

Fair value

Net carrying amount

Fair value

Assets

Trade and other receivables* 3,171 3,171 2,994 2,994 Derivative instruments classified as assets 1,752 1,752 1,886 1,886 Non-current financial assets 240 240 244 244 Other non-current assets 20 20 21 21 Current financial assets 4 4 4 4 Cash and cash equivalents 318 318 452 452

Liabilities Non-current borrowings and financial liabilities 1 16,749 17,287 16,934 17,322 Derivative instruments classified as liabilities 235 235 237 237 Other non-current financial liabilities 333 333 325 325 Other non-current liabilities * 229 229 225 225 Current borrowings and financial liabilities 1 184 184 485 485 Other financial liabilities 1,700 1,700 1,155 1,155 Trade payables and other liabilities 5,032 5,032 5,139 5,139 Other current liabilities * 62 62 55 55

1 This amount includes a NextRadioTV term loan (€38million of which €19 million at short term). * Excluding prepaid expenses and deferred income. No significant events occurred in the three-month period ended March 31, 2017 that would affect the fair value of financial assets and liabilities (including no transfer into or out of a fair level value and no change in the measurement methods used).


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13. Derivative instruments

The following table shows the derivative instruments fair value :

(in € millions) March 31, December 31,

Type Underlying element 2017 2016

Cross-currency swaps

2019 USD bonds na na

2022 USD bonds

718 761

2024 USD bonds 246 260

2026 USD bonds

416 468

2020 USD refinancing term loan na na

2020 USD non-refinancing term loan na na

2022/2025 USD term loan 0 1

2023/2025 USD term loan 31 42

2024 USD term loan 297 309

Fixed rate - Floating rate USD (191) (190)

Interest rate swaps Fixed rate - EURIBOR 3 months 0 0

Derivative instruments classified as assets 1,752 1,886

Derivative instruments classified as liabilities (235) (237)

Net Derivative instruments 1,517 1,650

o/w currency effect 2,184 2,367

o/w interest rate effect (666) (718)

In accordance with IAS 39, the Group uses the fair value method to recognize its derivative instruments.

The fair value of derivative financial instruments (cross currency swaps) traded over-the-counter is calculated on the basis of models commonly used by traders to measure these types of instruments. The resulting fair values are checked against bank valuations.

The measurement of the fair value of derivative financial instruments includes a “counterparty risk” component for asset derivatives and an “own credit risk” component for liability derivatives. Credit risk is measured on the basis of the usual mathematical models and market data (implicit credit spreads).

14. Litigation

In the normal course of business, the Group is subject to a number of lawsuits and governmentalarbitration and administrative proceedings as a plaintiff or a defendant. This Note discloses significant disputes that have appeared or significantly changed since the publication of 2016 consolidated financial statements and that have had or may have a material impact on the Group’s financial position.

14.1. Wholesale disputes

Complaint against Orange to the Competition Authority regarding the market in mobile telephony services for businesses

On August 9, 2010, SFR filed a complaint against Orange with the Competition Authority for anticompetitive practices in the business mobile telephony services market.

On March 5, 2015 the Competition Authority sent a notice of complaints to Orange. Four complaints were filed against Orange. On December 17, 2015, the Authority ordered Orange to pay a fine of €350 million.

On June 18, 2015, SFR filed suit against Orange in the Commercial Court and is seeking €2.4 billion in damages subject to adjustment as remedy for the loss suffered as a result of the practices in question in the proceedings with the Competition Authority. On June 21, 2016, Orange filed an injunction to disclose several pieces of confidential data in SFR’s economic report for July 21, 2016. A judge must rule on this procedural issue before the end of June 2017, after which the hearing on the merits can begin.


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Potential failure to meet commitments made by Numericable Group as part of the takeover of exclusive control of SFR by the Altice Group relating to the agreement signed by SFR and Bouygues Telecom on November 9, 2010.

Following a complaint from Bouygues Télécom, the Competition Authority officially opened an inquiry on October 5, 2015 to examine the conditions under which SFR Group performs its commitments relating to the joint investment agreement entered into with Bouygues Télécom to roll out fiber optics in very densely populated areas.

A session before the Competition Authority board was held on November 22, and then on December 7, 2016.

On March 8, 2017, the Competition Authority imposed a financial sanction of €40 million against Altice and SFR Group, for not having respected the commitments set out in the “Faber Agreement” at the time of the SFR acquisition by Numericable. This amount was recognized in the financial statements as of March 31, 2017. The Competition Authority also imposed several periodic penalty payments.

On April 13, 2017, Altice and the SFR Group appealed and requested a suspension of the decision of the French competition authority dated March 8, 2017.

Claim by Bouygues Telecom against NC Numericable and Completel

In late October 2013, NC Numericable and Completel received a claim from Bouygues Telecom regarding the “white label” contract signed on May 14, 2009, initially for five years and extended once for an additional five years for the supply to Bouygues Telecom of double- and triple-play very-high-speed offers. In its letter, Bouygues Telecom claimed damages totaling €53 million because of this contract. Bouygues Telecom alleges a loss that, according to Bouygues Telecom, justifies damages including (i) €17.3 million for alleged pre-contractual fraud (providing erroneous information prior to signing the contract), (ii) €33.3 million for alleged non-performance by the Group companies of their contractual obligations and (iii) €2.4 million for alleged damage to Bouygues Telecom’s image. The Group considers these claims unfounded both in fact and in contractual terms, and rejects both the allegations of Bouygues Telecom and the amount of damages claimed.

On July 24, 2015, Bouygues Telecom filed suit against NC Numericable and Completel concerning the performance of the contract to supply very-high-speed links (2P/3P). Bouygues Telecom is accusing NC Numericable and Completel of abusive practices, deceit and contractual faults, and is seeking nullification of certain provisions of the contract and indemnification of €79 million. On June 21, 2016, Bouygues Telecom filed revised pleadings, increasing its claims for indemnification to a total of €180 million.

The matter was heard in a new procedural hearing on September 27, 2016. With regard to these issues, Bouygues Telecom is claiming €138.4 million in reparation for the loss suffered. The case has been postponed until May 9, 2017 in order to allow Bouygues Telecom to depose all its conclusions. In addition, in a counter-claim, NC Numericable and Completel are seeking €10.8 million in addition to the contractual interest as well as €8 million in royalties due for fiscal year 2015 and €8.2 million in royalties due for fiscal year 2016.

14.2. Consumer Disputes

SFR v. Iliad, Free and Free mobile: unfair competition by disparagement In June 2014, SFR filed a complaint against Iliad, Free and Free Mobile in the Paris Commercial Court for unfair competition claiming that when Free Mobile was launched and afterwards, Iliad, Free and Free Mobile were guilty of disparaging SFR services. The Court’s decision is expected for the first semester of 2017.

Litigation over distribution in the independent network (Consumer market and SFR Business Team) SFR, like companies operating an indirect distribution model, faces complaints from a certain number of its distributors and almost routinely from former distributors. Such recurring complaints revolve around claims of sudden breach of contractual relations, abuse of economic dependency and/or demands for requalification as a sales agent as well as, , demands for requalification as a contractual branch manager and requalification as SFR contracted point of sale staff. SFR, after receiving four adverse judgments by the Court of Cassation regarding the status of branch manager, was recently successful in various Courts of Appeals and one by the Court of cassation. Regarding the requalification of employment contracts and sales contracts in these disputes, despite rare exceptions, SFR received favorable judgments.


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14.3. Other disputes

In-depth inquiry of the European Commission into the assignment of cable infrastructures by certain local authorities On July 17, 2013, the European Commission signaled that it had decided to open an investigation to verify whether the transfer of public cable infrastructure between 2003 and 2006 by several French municipalities to Numericable was consistent with European Union government aid rules. In announcing the opening of this in-depth investigation, the European Commission indicated that it believes that the sale of public assets to a private company without proper compensation gives the latter an economic advantage not enjoyed by its competitors, and that it therefore constitutes government aid within the meaning of the rules of the European Union and that the free-of-charge transfer of the cable networks and ducts by 33 French municipalities to Numericable, they have argued, confers a benefit of this type and, as such, is government aid. The European Commission has expressed doubts about the compatibility of the alleged aid with the rules of the European Union. The Group firmly denies the existence of any government aid. In addition, the decision to open an investigation concerns a relatively small number of network connections (approximately 200,000), the majority of which have not been migrated to EuroDocsis 3.0 and only allow access to a limited number of the Group’s television services. The European Commission’s decision of July 17, 2013 was published in the Official Journal of the European Union on September 17, 2013. Since then, discussions have continued within the framework of this process both in terms of comments from third parties as well as those from the parties to the proceedings as to the allegation of the existence of aid and its extent, with the Group firmly challenging the existence of any government aid. On December 13, 2016, the European commission once again formulated demands for the French authorities which could lead the French authorities to send more information to the Commission.

Litigation between Sequalum and CG 92 regarding DSP 92

A disagreement arose between the Hauts-de-Seine General Council (“CG92”) and Sequalum regarding the terms of performance of a utilities public service concession contract (“THD Seine”) signed on March 13, 2006 between Sequalum, a subsidiary of the Group, and the Hauts-de-Seine General Council; the purpose of this delegation was to create a very-high-speed fiber optic network in the Hauts-de-Seine region. The Hauts-de-Seine General Council meeting of October 17, 2014 decided to terminate the public service delegation agreement signed with Sequalum “for misconduct by the delegatee for whom it is solely responsible”. The Hauts-de-Seine General Council demanded the payment of penalties totaling approximately €45 million for delays, advanced by the sole delegator and disputed by Sequalum, in the deployment of fiber optics and connections to buildings.

The demand for payment was contested in a motion filed with the Administrative Court of Cergy Pontoise on September 3, 2014. Its enforcement and the payment of the sums requested have been suspended pending a ruling on the merits.

On May 7, 2015, the General Council sent a second demand for an order for payment in the amount of €51.6 million, orders disputed by Sequalum on July 11, 2015.Pursuant to two decisions rendered on March 16, 2017, Administrative Court of Cergy Pontoise rejected the actions brought by Sequalum against two enforcement measures issued by the department of Hauts-de-Seine in respect of penalties, for amounts of €51.6 million and €45.1 million. Sequalum intends to appeal the decisions (refer to Note 2 – Significant events of the period).

Sequalum claims that the termination was unlawful and continued to perform the contract, subject to any demands that the delegator may impose. Should the competent courts confirm this interpretation of unlawful termination, Sequalum may primarily have (i) to repay the public subsidies received for the DSP 92 project, normally the outstanding component of the subsidies (the company received €25 million in subsidies from the General Council), (ii) to reimburse any deferred income (estimated at €32 million by the Department) and (iii) to compensate the Department for any losses suffered (amount estimated by the Department of €212 million).

In turn, the department of Hauts-de-Seine received the returnable assets of the DSP on July 1, 2015. Furthermore, the General Council will have to pay compensation to Sequalum, which essentially corresponds to the net value of the assets.

On October 16, 2014, Sequalum filed a motion in the Administrative Court of Cergy Pontoise requesting the termination of the public service concession because of force majeure residing in the irreversible disruption of the structure of the contract, with the resulting payment of compensation in Sequalum’s favor.

At December 31, 2015, the assets were removed from Sequalum’s accounts in the amount of €116 million. Income receivable in the amount of €139 million related to the expected indemnification was also recognized, an amount fully depreciated given the situation.

On July 11, 2016, the department of Hauts-de-Seine established a breakdown of all amounts due (in its opinion) by each Party for the various disputes, and issued demands based on said breakdown. Each amount was subject to a decision by the public accountant dated July 13, 2016 (final amount established by the latter for a net amount of €181.6 million, taking into account the carrying amount due in his opinion to Sequalum). This breakdown, the various demands and the compensation decision were subject to applications for annulment filed by Sequalum with the Administrative Court of Cergy Pontoise on September 10, 12 and 14, 2016. These applications remain pending, except for the application for annulment relating to the breakdown (the court having considered that the breakdown was not a measure which could be appealed. Sequalum appealed this decision before the Versailles Administrative Court of


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Appeals). SFR Group states that it also has its own fiber optics in the department of Hauts-de-Seine to service its customers.

15. Related party transactions

Parties related to the Group include :

� All companies included in the consolidation scope, regardless of whether they are fully consolidated or equity associates;

� Altice N.V., the entities that it consolidates and its related parties;

� All the members of the Executive Committee of SFR Group and companies in which they hold position.

The significant changes of the quarter only concern transactions with the shareholder and its subsidiaries or related parties. On March 31, 2017, the overview of these transactions is presented below :

March 31, March 31,


Total income 15 4

Total expenses (148) (21)

(133) (18)

On March 31, 2017, the significant changes in the statement of income concern :

- Purchase of customer services from Altice Management International and,

- Purchase of TV channels (including sports channel) from Altice Entertainment News & Sport. Investments made (especially construction and deployment of networks with ERT, Icart and Rhon’Telecom) amounted to €60 million as of March 31, 2017 compared to €18 million as of December 31, 2016. Furthermore, a lease contract for administrative building was signed in March 2017 with SCI Quadrans, compliant with the letter of intent signed in December 2016. The duration of the lease is 12 years, as with other leases signed with Quadrans in 2016.

16. Entity consolidating the financial statements

The consolidated financial statements of SFR Group are included in the consolidated financial statements of Altice N.V., a company listed for trading in the Netherlands.

17. Subsequent events

Refinancing of term loans issued in April 2016

On March 23, 2017, the Group announced to have successfully raised new term loans that will be allocated to the refinancing of a portion of the existing debt of the credit pool of SFR for €2.492 billion. These new term loans of US$1.425 million priced at LIBOR plus a margin of 2.75%, of €850 million and €300 million priced at EURIBOR plus a margin of 3.00% are expected to be drawn over the month of April 2017. Maturities of these new tranches are July 31, 2025. The refinanced debts bore interest at LIBOR (with a floor at 0.75%) plus a margin of 4.25% for debt in USD, at EURIBOR (with a floor at 0.75%) plus a margin at 3.00% or at 3.75% according to the refinanced tranches. Maturities of refinanced debts were January 2024 for term loans in dollar, April and July 2023 for term loans in euros. The SFR’s debt average maturity was extended from 7.3 to 7.6 years and the weighted average has reduced from 5.2% to 4.9%.

On April 18, 2017, the Group successfully closed this refinancing.


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Closing of the sale of the B2B Press activity

On April 28, 2017, in accordance with the announcement at the end of 2016 (refer to note 4.7 of the appendix to the 2016 consolidated financial statements), SFR completed the sale of the B2B activities of NEWSCO and L’Etudiant to the holding company Coalition Media Group, controlled by Marc-Laufer. The Group subsequently acquired a 25% stake in this holding. As part of the transaction, the vendor loan contracted during the acquisition of AMGF for 100 million euros was fully reimbursed.

Documents

Comptes consolidés 03-2017 SFR Group EN · PDF fileSFR Group Condensed consolidated financial statements for the three-month period ended March 31, 2017 1 Consolidated Statement of