Financial Statements of Axel Springer SE · Axel Springer SE Notes to the Financial Statements 9 Non-current financial assets € millions Shares in affiliated companies Loans to

18Financial Statements of Axel Springer SEfor the period ending December 31, 2018

2

3 Balance Sheet

4 Income Statement

5 Notes to the Financial

Statements

5 General information

5 Accounting policies

7 Notes to the balance sheet

13 Notes to the income statement

15 Other disclosures

24 Responsibility Statement

25 Independent Auditor’s Report

The combined management report of Axel Springer SE

and Axel Springer Group is published in the Axel

Springer Group’s 2018 annual report.

Content

Financial Statements 2018

Axel Springer SE Balance Sheet

3

€ millions Note 12/31/2018 12/31/2017

Fixed assets (1) 5,999.9 5,797.3

Current assets 230.2 276.4

Prepaid expenses 5.2 4.0

ASSETS 6,235.3 6,077.6

€ millions Note 12/31/2018 12/31/2017

Equity (4) 2,541.2 2,632.7

Provisions (5) 168.6 333.2

Liabilities (6) 3,497.1 3,086.7

Deferred income 28.4 25.0

EQUITY AND LIABILITIES 6,235.3 6,077.6

Balance Sheet


Axel Springer SE Income Statement

4

€ millions Note 2018 2017

Net income 124.3 271.9

Distributable profit 226.6 215.8

Income Statement


Axel Springer SE Notes to the Financial Statements

5

General information

Axel Springer SE is a European exchange-listed stock

corporation (Societas Europaea) with its head office in

Berlin, Germany. The company is registered with the

commercial register of Berlin-Charlottenburg Local Court

under the number HRB 154517 B.

The annual financial statements were prepared in ac-

cordance with the provisions of the German Commercial

Code (Handelsgesetzbuch, “HGB”) and the German

Stock Corporation Act (Aktiengesetz, “AktG”) in conjunc-

tion with Article 61 of Council Regulation (EC) No

2157/2001.

The balance sheet and income statement correspond to

the classification requirements of the HGB; the income

statement was prepared using the total cost (nature of

expense) method. The annual financial statements were

prepared in euros (€); all amounts are reported in € mil-

lions unless otherwise indicated. Totals and percentages

were calculated based on the non-rounded euro

amounts and may differ from a calculation based on the

reported amounts in millions of euros. To improve clarity

and legibility, individual line items were aggregated in the

balance sheet and income statement and then pre-

sented separately in the notes to the annual financial

statements.

The annual financial statements and the combined man-

agement report of the Company and Axel Springer

Group will be published in the Federal Gazette.

Accounting policies

Fixed assets

Intangible assets and tangible fixed assets that have

been purchased are recognized at cost. Finite-lived as-

sets are depreciated systematically using the straight-line

method over the expected useful life. Additional write-

downs to the lower fair value on the balance sheet date

are charged if the impairment is expected to be perma-

nent.

Systematic depreciation and amortization was based on

the following typical useful lives:

in years Useful life

Non-current financial assets are recognized at acquisi-

tion cost or at the lower fair value on the balance sheet

date if impairments are expected to be permanent. Since

the financial year 2018 write-ups of non-current financial

assets are presented under income from non-current fi-

nancial assets. Previously they were recognized under

other operating income and expenses. The prior year’s

figure has been adjusted by € 1.1 million accordingly.

Current assets

Raw materials and supplies as well as merchandise are

measured at acquisition cost or the lower fair value on

the balance sheet date. Inventory risks associated with

the storage period or reduced utility are accounted for

through appropriate allowances.

Receivables and other assets are recognized at nominal

value or acquisition cost or the lower fair value on the

balance sheet date. Individual risks are accounted for

through adequate allowances.

Cash and cash equivalents include cash on hand, cash

in banks as well as checks and are recognized at nomi-

nal value or the lower fair value on the balance sheet

date.

Notes to the Financial Statements



6

Provisions and liabilities

Provisions for pensions and similar obligations (“pension

provisions”) are measured on the basis of actuarial calcu-

lations according to the projected unit credit method and

reflect future compensation and pension adjustments.

Discounting is based on the average market interest rate

of the past ten financial years on the basis of an as-

sumed remaining maturity of 15 years.

In order to secure and fulfill pension obligations of Axel

Springer SE a so-called Contractual Trust Arrangement

exists. The legally independent registered association,

Axel Springer Pensionstreuhand e.V., Berlin, is responsi-

ble for the management in trust of assets that serve only

to fulfill pension obligations and are protected from ac-

cess by all other creditors (plan assets). The plan assets

are measured at fair value and netted with the pension

provisions.

Provisions for taxes and other provisions are recognized

based on prudent business judgment for contingent lia-

bilities and expected losses from executory contracts in

the necessary settlement amount, taking into account

expected price and cost increases. Provisions with a re-

maining term of more than one year are discounted at

the matching average market interest rate of the past

seven financial years.

Net interest income only includes interest from the com-

pounding of provisions attributable to the financial year.

Income and expenses from plan assets are combined

with the interest cost of pension provisions. Income and

expenses resulting from changes in the actuarial interest

rate are recognized under other operating income and

personnel expenses respectively.

Liabilities are recognized at the settlement amount.

Taxes

Deferred taxes

Deferred taxes are calculated for temporary differences

between the tax bases of assets and liabilities and the

carrying amounts of those assets and liabilities in the

separate financial statements as well as for interest and

losses carried forward. Dependent enterprises in the fis-

cal unit for income tax purposes and partnerships in

which Axel Springer SE is invested are also included in

the calculation. Deferred tax assets and liabilities are net-

ted; any resulting net deferred tax assets are not recog-

nized.

Other taxes

Expenses for other taxes have been reported under

other operating expenses and are listed separately in the

notes.

Currency translation

As a rule, receivables and other assets, cash and cash

equivalents, and liabilities denominated in foreign cur-

rency are translated at the mean spot exchange rate pre-

vailing on the balance sheet date.



7

Notes to the balance sheet

(1) Fixes assets

Intangible assets

€ millions

Rights and

licenses

Advanced

payments

Intangible

assets

Acquisition or production cost

12/31/2018 117.9 2.6 120.5

Accumulated amortization and impairments

12/31/2018 106.6 0.8 107.4

Carrying amounts

12/31/2018 11.3 1.8 13.0

Impairments of intangible assets in the amount of

€ 0.8 million (PY: € 1.3 million) were recognized in the

reporting period.



8

Property, plant and equipment

€ millions

Land and

buildings

Technical

equipment

and

machinery

Other

equipment,

operational

and office

equipment

Advanced

payments

and

construction

in progress

Property,

plant and

equipment

Acquisition or production cost

12/31/2018 31.0 6.5 48.5 166.0 252.0

Accumulated depreciation and impairments

12/31/2018 0.2 6.5 39.6 0.0 46.3

Carrying amounts

12/31/2018 30.8 0.0 8.8 166.0 205.7

In the prior year impairments of property, plant and

equipment in the amount of € 0.8 million were recog-

nized.

Disposals of the financial year particularly related to the

transfer of the Axel Springer high-rise (main building) in

Berlin into plan assets at the beginning of 2018 (see note

(5) and note (8)), advanced payments and construction in

progress related to the construction of the new Axel

Springer building in Berlin.



9

Non-current financial assets

€ millions

Shares in

affiliated

companies

Loans to

affiliated

companies

Other

investments

Loans to

other

investments Other loans

Non-current

financial

assets

12/31/2018 5,756.1 330.6 36.2 0.0 0.5 6,123.4

Accumulated impairments

12/31/2018 222.3 108.0 11.9 0.0 0.0 342.2

Carrying amounts

12/31/2018 5,533.8 222.6 24.4 0.0 0.5 5,781.2

Impairments of non-current financial assets in the amount

of € 177.8 million (PY: € 37.2 million) were recognized in

the reporting period.

The additions largely related to additional contributions to

affiliated companies' additional paid-in capital and loans

to affiliated companies in order to finance company ac-

quisitions. Further, additions and disposals related to in-

tra-Group restructuring.

(2) Inventories

€ millions 12/31/2018 12/31/2017

Inventories 5.0 2.6

(3) Receivables and other assets

€ millions 12/31/2018 12/31/2017

Receivables and other assets 164.0 228.6

Receivables from affiliated companies mainly included fi-

nancial receivables from Group-wide cash management.



10

(4) Equity

Subscribed capital

The fully paid-in capital stock of € 107.9 million com-

prises 107,895,311 registered no-par-value shares, each

with a notional value of € 1.00 per share. Shares can

only be transferred with the Company's consent.

Authorized capital

The Executive Board is authorized, pursuant to Section

5 (4) of the Articles of Association and based on the res-

olution of the annual shareholders’ meeting of April 18,

2018, to increase the capital stock by April 17, 2023,

subject to the approval of the Supervisory Board, by is-

suing new registered no-par value shares against contri-

butions in cash and/or in kind (including mixed contribu-

tions in kind) on one or more occasions by a total of up

to € 10.5 million (authorized capital). In principle, the

shareholders must be granted a subscription right. How-

ever, the Executive Board is authorized, with the ap-

proval of the Supervisory Board, to exclude the subscrip-

tion right of the shareholders in certain cases. The au-

thorization granted by the annual shareholders’ meeting

on April 14, 2015, to increase the share capital and to

exclude subscription rights in Section 5 (4) of the Articles

of Association of the company was cancelled with the

new authorized capital taking effect.

Additional paid-in capital

As at the balance sheet date, the additional paid-in capi-

tal remained unchanged at € 547.9 million.

Retained earnings

Retained earnings developed as follows:

€ millions

Statutory

reserve

Other

retained

earnings

Retained

earnings

Balance at 12/31/2018 10.2 1,648.6 1,658.8

As of December 31, 2018, retained earnings of

€ 44.8 million (PY: € 41.2 million) were subject to a profit

distribution restriction. The restriction amount resulted

from the fair value measurements of plan assets in the

amount of € 5.8 million (PY: € 5.8 million and from the

measurement of the settlement amount of pension obli-

gations in the amount of € 25.1 million (PY: € 22.7 mil-

lion), see Note (5). Additionally, deferred tax liabilities rec-

ognized to these effects led to a calculative surplus of

deferred tax assets, which raised the restricted retained

earnings in the amount of € 13.9 million (PY: € 12.8 mil-

lion).

(5) Provisions

€ millions 12/31/2018 12/31/2017

Provisions 168.6 333.2

Pension provisions

Pension provisions were determined as follows:

€ millions 12/31/2018 12/31/2017

Pension provisions 20.0 145.7

Pension provisions were recognized to account for obli-

gations arising from vested pension rights and current

benefits of former and active employees of Axel Springer

SE and their surviving dependents, based on individual

contracts, labor management agreements, and contribu-

tions made to company pension plans by way of salary

conversion.

The settlement amount of the pension obligations was

determined based on an actuarial interest rate of 3.2 %

(PY: 3.7 %) p.a. as well as a pension and qualifying trend

of 1.6 % (PY: 1.5 %) p.a. The life expectancy was taken

from Dr. Klaus Heubeck's Mortality Tables 2018 G (PY:

Mortality Tables 2005 G).



11

The settlement amount of pension obligations using an

interest rate based on the average market interest rate of

the past seven financial years (2.3 %; PY: 2.8 %)

amounted to € 347.1 million (PY: € 323.7 million). The

difference of € 36.5 million (PY: € 32.9 million) compared

to the amount actually recognized (€ 310.6 million;

€ 290.8 million) was subject to a profit distribution re-

striction, taking deferred taxes into account (see Note

(4)).

Plan assets comprised the following:

€ millions 12/31/2018 12/31/2017

Fair value of plan assets 290.7 145.0

Land and buildings included the Axel Springer high-rise

(main building) in Berlin, which was transferred into plan

assets in the financial year (see note (8)). At the reporting

date the fair value amounted to € 160.7 million and was

calculated by an expert based on a discounted cashflow

method using a discount rate of 4.5 % and a capitaliza-

tion interest rate of 3.7 %.

Non-current securities exclusively comprised shares in a

special alternative investment fund (AIF) as defined in the

German Capital Investment Code (investment assets),

which particularly invests in securities, money market in-

struments, and derivatives. The recognized market value

of the investment assets corresponded to their share

value. Cash and cash equivalents were recognized at the

nominal amount. Insurance claims consisted of pledged

reinsurance policies which were recognized at the asset

value.

The following acquisition costs were incurred for plan as-

sets:

€ millions 12/31/2018 12/31/2017

Acquisition cost of plan assets 282.3 136.7

Other provisions

Other provisions included, in particular, provisions for

performance-dependent compensation and share-based

payment plans (€ 46.5 million; PY: € 74.1 million), struc-

tural measures (€ 15.6 million; PY: € 18.0 million), com-

mitments based on partial retirement agreements

(€ 11.9 million; PY: € 12.3 million) and outstanding sup-

plier invoices ((€ 17.9 million; PY: € 20.4 million).



12

(6) Liabilities

Remaining term Remaining term

€ millions 12/31/2018

up to 1

year

longer

than 1

year, up to

5 years

longer

than 5

years 12/31/2017

up to 1

year

longer

than 1

year, up to

5 years

longer

than 5

years

Liabilities 3,497.1 2,339.4 763.8 394.0 3,086.7 1,888.7 732.0 466.0

Liabilities to affiliated companies included mainly financial

liabilities arising from Group-wide cash management.

Other liabilities included tax liabilities of € 16.8 million

(PY: € 7.2 million).

(7) Contingent liabilities

As of the balance sheet date, the following contingent li-

abilities existed:

€ millions 12/31/2018 12/31/2017

Contingent liabilities 58.8 51.6

The claims from the cited contingent liabilities are not ex-

pected to be asserted based on the beneficiaries' previ-

ous payment practices and taking into account the

knowledge acquired leading up to the preparation date.

(8) Transactions not included on the balance sheet

At the beginning of January 2018, the Axel Springer

high-rise (main building) in Berlin was transferred in trust

with a remaining carrying amount of € 7.7 million to the

Axel Springer Pensionstreuhand e.V., Berlin (“associa-

tion”), for recognition as plan assets. The plan assets,

measured at fair value, amounted to € 156.0 million, thus

the profit before tax resulting from the transfer amounted

to € 148.3 million (see note (12)). The association paid

an amount of € 15.6 million in return. Therefore, plan as-

sets increased by the amount of € 140.4 million. For the

continued use of the building a lease contract over a pe-

riod of 30 years was concluded between Axel Springer

SE and the association. In the reporting year lease ex-

penses amounted to € 5.9 million. Lease payments will

be adjusted in accordance with the consumer price index

every two years. Based on the circumstances at the re-

porting date, the estimated lease expenses over the con-

tractual term will amount to € 170.7 million.

At the end of financial year 2017 the Axel-Springer-Pas-

sage in Berlin was sold at a purchase price of € 330.0

million. Taking into account the remaining carrying

amount at the disposal date (€ 48.2 million) the profit be-

fore tax resulting from the disposal amounted to € 281.8

million. A lease contract was concluded with the pur-

chaser of the property. Started on January 1, 2018, this

contract includes the lease back of the complete Axel-

Springer-Passage for a period of three years and a lease

back of sub-areas for further periods of five and seven



13

years. In the reporting year, lease expenses amounted to

€ 10.9 million. Lease payments will partly be adjusted in

accordance with the consumer price index every two

years. Based on the circumstances at the reporting date,

estimated lease expenses over the contractual term will

amount to € 41.1 million.

(9) Other financial commitments

Other financial commitments as of the reporting date

amounted to € 247.4 million (PY: € 241.9 million),

thereof € 33.6 million (PY: € 0.0 million) to affiliated com-

panies. This resulted predominantly from the construc-

tion of the new building at the Berlin location.

(10) Deferred taxes

Deferred taxes were calculated based on a combined in-

come tax rate of 31.0 %, remaining unchanged from last

year. As in the previous year, the calculation of taxes as

of December 31, 2018, resulted in net deferred tax as-

sets. This was mainly the result of the lower measure-

ment of pension obligations for tax purposes.

Notes to the income statement

(11) Revenues

€ millions 2018 20171)

Revenues 851.1 823.2

1) Prior-year figures adjusted according to restructuring of revenues.

Revenues were realized almost entirely in Germany.

(12) Other operating income and expenses

Income unrelated to the accounting period from the dis-

posal of fixed assets (€ 149.6 million; PY: € 282.4 mil-

lion), from the reversal of provisions (€ 16.1 million; PY:

€ 6.6 million), from receivables written down in previous

years (€ 14.9 million; PY: € 9.3 million) was recognized

under other operating income. In the previous year, addi-

tional income from compensation payments amounting to

€ 7.2 million was included.

In the financial year’s income from the disposal of fixed

assets an amount of € 148.3 million (PY: € 281.8 million)

was exceptional and resulted from the transfer of the

Axel Springer high-rise (main-building) in Berlin, in the

previous year from the sale of the Axel-Springer-Passage

in Berlin.

Currency translation in the reporting period resulted in

gains of € 1.9 million (PY: € 1.1 million) and losses of

€ 3.0 million (PY: € 0.9 million).

Other operating expenses contained expenses from

other taxes in the amount of € 3.2 million (PY: € 3.9 mil-

lion).

(13) Purchased goods and services

€ millions 2018 2017

Purchased goods and services 221.6 199.9

(14) Personnel expenses


Personnel expenses 210.0 240.4



14

The average number of employees during the year was

as follows:

2018 2017

Total employees 1,341 1,427

(15) Income from non-current financial assets


Profit and loss transfer 211.3 231.0

Net income from non-current financial

assets 68.2 216.8

(16) Net interest income


Net interest income – 22.3 – 33.2

Interest expenses from the compounding of pension pro-

visions (€ 4.6 million; PY: € 8.6 million) included income

from plan assets in the amount of € 6.0 million (PY:

€ 2.4 million).

(17) Income taxes

In the previous year income taxes included expenses

from the reversal of a tax reserve in the amount of

€ 33.4 million.



15

Other disclosures

(18) Supervisory Board

Dr. Giuseppe Vita

Chairman of the Supervisory Board of Axel Springer SE

Seats on comparable boards in Germany and abroad:

UniCredit S.p.A., Italy (Chairman of the Board of Directors, until April 2018)

Dr. h. c. Friede Springer

Vice Chairwoman of the Supervisory Board of Axel Springer SE

William E. Ford (until April 2018)

CEO General Atlantic


▪ Authentic Brands Group L.L.C., USA (Board of Directors, until April 2018)

▪ Black Rock Inc., USA (Board of Directors, since March 2018)

▪ IHS Markit Ltd., United Kingdom (Board of Directors)

▪ Oak Hill Advisors, L.P., USA (Partnership Committee, until February 2018)

▪ TBG AG, Switzerland (Board of Directors, until April 2018)

▪ Tory Burch LLC, USA (Board of Directors)

Oliver Heine

Attorney at law and partner in the law firm Heine & Partner


▪ YooApplications AG, Switzerland (Board of Directors, until October 2018)

Dr. Alexander Karp (since April 2018)

CEO Palantir Technologies Inc.


▪ The Economist Newspaper Limited, United Kingdom (Board of Directors)

Rudolf Knepper (until April 2018)

Entrepreneur

Iris Knobloch (since April 2018)

Président Warner Bros. Entertainment France S.A.S.


▪ Accor S.A., France (Vice Chairwoman of the Board of Directors and

Senior Independent Director)

▪ Central European Media Enterprises Ltd., Bermuda (Board of Directors,

until March 2018)

▪ Lazard Ltd., Bermuda (Board of Directors, since April 2018)

Lothar Lanz

Member of various Supervisory Boards

Seats on other mandatory supervisory boards in Germany:

▪ Bauwert AG (Vice Chairman)

▪ Dermapharm Holding SE

▪ Home 24 AG (Chairman)

▪ TAG Immobilien AG (Vice Chairman)

▪ Zalando SE (Chairman)


▪ Kinnevik AB, Sweden (Board of Directors, until May 2018)

Dr. Nicola Leibinger-Kammüller

President and Chairwoman of the Managing Board of TRUMPF

GmbH + Co. KG


▪ Siemens AG

▪ Voith GmbH & Co. KGaA (until March 2018)


▪ Berthold Leibinger Beteiligungen GmbH, Germany (Board of Directors)

▪ TRUMPF Schweiz AG, Switzerland (Chairwoman of the Board of

Directors)

Prof. Dr.-Ing. Wolfgang Reitzle

Entrepreneur


▪ Continental AG (Chairman)

▪ Linde AG (Chairman)

▪ Medical Park AG (Chairman)

▪ Willy Bogner GmbH & Co. KGaA (Chairman, since January 2018)


▪ Ivoclar Vivadent AG, Liechtenstein (Board of Directors)

▪ Linde plc, United Kingdom (Chairman of the Board of Directors, since

October 2018)

Martin Varsavsky

Entrepreneur



16

(19) Executive Board

Dr. Mathias Döpfner

Chairman and Chief Executive Officer, Journalist


▪ Axel Springer Schweiz AG, Switzerland (Chairman of the Board of

Directors)

▪ eMarketer Inc., USA (Chairman of the Board of Directors)

▪ Insider Inc., USA (Chairman of the Board of Directors)

▪ Netflix Inc., USA (Board of Directors, since September 2018)

▪ Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors)

▪ Time Warner Inc., USA (Board of Directors, until June 2018)

▪ Vodafone Group Plc., United Kingdom (Board of Directors, until

July 2018)

▪ Warner Music Group Corp., USA (Board of Directors)

Jan Bayer

President News Media International (until December 31, 2018

President News Media), Media scholar


▪ eMarketer Inc., USA (Board of Directors)

▪ Insider Inc., USA (Board of Directors)

▪ Media Impact GmbH & Co. KG, Germany (Chairman of the Advisory

Board)

▪ ONET S.A., Poland (Supervisory Board)

▪ Ringier Axel Springer Media AG, Switzerland (Vice chairman of the

Board of Directors)

▪ Ringier Axel Springer Schweiz AG, Switzerland (Chairman of the

Board of Directors)

▪ Visoon Video Impact Management GmbH, Germany (Supervisory

Board, since January 2019)

Dr. Stephanie Caspar

President News Media National & Technology (From March 1,

2018 until December 31, 2018 President Technology and Data),

Master’s Degree in Business Administration


▪ Media Impact GmbH & Co. KG, Germany (Supervisory Board)

▪ Visoon Video Impact Management GmbH, Germany (Supervisory

Board, until December 2018)

Julian Deutz

Chief Financial Officer, Master’s Degree in Business Administration

Seats on mandatory supervisory boards in Germany:

▪ AWIN AG


▪ Axel Springer Beteiligungen Schweiz AG, Switzerland (Board of Directors)

▪ Axel Springer Digital Classifieds France SAS, France (Supervisory Board)

▪ Axel Springer International AG, Switzerland (Chairman of the Board of

Directors)

▪ Axel Springer Schweiz AG, Switzerland (Board of Directors)

▪ CompuTel Telefonservice AG, Switzerland (Chairman of the Board of

Directors)

▪ Do∕an TV Holding A.S., Turkey (Supervisory Board, until May 2018)

▪ Jean Frey AG, Switzerland (Chairman of the Board of Directors)

▪ Ringier Axel Springer Media AG, Switzerland (Board of Directors)

▪ SeLoger.com SAS, France (Supervisory Board)

▪ StepStone GmbH, Germany (Supervisory Board)

Dr. Andreas Wiele

President Classifieds Media (until March 1, 2018 President

Classifieds und Marketing Media), Lawyer

Seats on mandatory supervisory boards in Germany:

▪ AWIN AG (Chairman)

▪ Immowelt AG (Chairman)

▪ Immowelt Holding AG (Chairman)


▪ @Leisure Holding B.V., Netherlands (Chairman of the Board of Directors)

▪ Aufeminin S.A., France (Board of Directors, until April 2018)

▪ Axel Springer Digital Classifieds France SAS, France (Chairman of the

Supervisory Board)

▪ Car & Boat Media SAS, France (Chairman of the Supervisory Board)

▪ Coral-Tell Ltd., Israel (Chairman of the Board of Directors)

▪ Elvaston Capital Management GmbH, Germany (Advisory Board)

▪ Homeday GmbH, Germany (Supervisory Board, since December 2018)

▪ Immoweb SA, Belgium (Chairman of the Board of Directors)

▪ Insider Inc., USA (Board of Directors)

▪ Magnolia International AG, Switzerland (Chairman of the Board of Directors)

▪ meinestadt.de GmbH, Germany (Chairman of the Supervisory Board,

until February 2018)

▪ Project A Ventures GmbH & Co. KG, Germany (Advisory Board, since

March 2018)

▪ Purplebricks Group plc, United Kingdom (Board of Directors, since

April 2018)

▪ SeLoger.com SAS, France (Chairman of the Supervisory Board)

▪ StepStone GmbH, Germany (Chairman of the Supervisory Board)



17

(20) Compensation of the Supervisory Board and the Executive Board

The remuneration of the members of the Supervisory

Board in the reporting period amounted to € 3.0 million

(PY: € 3.0 million).

The remuneration of the members of the Executive

Board of Axel Springer SE amounted to € 21.4 million

plus a long-term stock-based compensation component

of € 1.0 million (PY: € 19.7 million, without the award). In

the financial year 225,000 stock appreciation rights were

issued to the member of the Executive Board, who does

not participate in the Long-Term Incentive Plan granted

in 2016. The stock appreciation rights bound by various

conditions have a term of six years and can be exercised

first in four years. The fair value of the stock appreciation

rights at the grant date was determined using a Black-

Scholes model to be € 1.0 million.

In the previous year, the members of the Executive

Board were granted additionally a bonus of € 12.0 mil-

lion by the Supervisory Board as part of a voluntary one-

time special payment made by global growth investor

General Atlantic to Axel Springer in recognition of the

outstanding success of the joint investment in the online

classifieds business which did not result in expense for

the comp-any. In the previous year, the Executive Board

thus received € 31.7 million, including the award.

The remuneration of former members of the Executive

Board and their surviving dependents in the reporting

period amounted to € 2.5 million (PY: € 2.5 million); pro-

visions in the amount of € 27.0 million (PY: € 26.3 mil-

lion) were recognized for pension obligations.

(21) List of investments

Significant investments as of December 31, 2018 are

listed below.

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

1 @Leisure Holding B.V., Rotterdam,

Netherlands 51.0 25 7.5 1.0

2 AanZee VillaXL B.V., Bergen, Netherlands 100.0 1 8.4 0.8

3 AC3 SAS, Guipavas, France 40.0 23 16.9 0.8 3)

4 Admiral Strand Feriehuse ApS, Nørre

Nebel, Denmark 100.0 69 2.2 0.7

5 affilinet Limited, London, United Kingdom 100.0 13 1.8 0.4

6 Airbnb, Inc., San Francisco, USA 0.1 - - 5)

7 ANTENNE BAYERN GmbH & Co. KG,

Ismaning 16.0 - - 5)

8 APM Print d.o.o., Belgrade, Serbia 100.0 112 6.2 1.0

9 AS TV-Produktions- und Vertriebsges.

mbH, Hamburg 100.0 3.2 0.3

10 AS TYFP Media GmbH & Co. KG, Berlin 50.0 23.3 0.0

11 AS-NYOMDA Kft, Kecskemét, Hungary 100.0 113 1.9 1.0

12 Autobazar.EU portál s.r.o., Nové Mesto

nad Váhom, Slovakia 100.0 138 4.4 – 0.3

13 AWIN AG, Berlin 80.0 26 184.9 7.1

14 AWIN Inc., Wilmington, USA 100.0 15 – 46.5 – 4.4

15 AWIN Ltd., London, United Kingdom 100.0 13 85.2 5.9

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

16 AWIN SAS, Paris, France 100.0 13 – 1.3 – 0.5

17 AWIN VEICULAÇÃO DE PUBLICIDADE NA

INTERNET LTDA., São Paulo, Brazil

0.0 73 2.2 1.1 6)

100.0 13 2.2 1.1

18 Axel Springer All Media GmbH, Berlin 100.0 3.4 0.0 2)

19 Axel Springer Asia GmbH, Hamburg 100.0 36 61.0 0.0

20 Axel Springer Audio GmbH, Berlin 100.0 0.0 0.0 2)

21 Axel Springer Auto-Verlag GmbH, Hamburg 100.0 3.0 0.0 2)

22 Axel Springer Beteiligungen Schweiz AG,

Zurich, Switzerland 100.0 44 6.7 5.5

23 Axel Springer Digital Classifieds France

SAS, Paris, France 100.0 25 709.6 71.6

24 Axel Springer Digital Classifieds GmbH,

Berlin 100.0 26 1,006.2 0.0 2)

25 Axel Springer Digital Classifieds Holding

GmbH, Berlin 100.0 24 1,050.4 0.0 2)

26 Axel Springer Digital GmbH, Berlin 100.0 3,107.4 0.0 2)

27 Axel Springer Digital Ventures GmbH, Berlin 100.0 26 691.2 0.0 2)

28 Axel Springer Digital Ventures US GmbH,

Berlin 100.0 27 4.5 0.0



18

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

29 Axel Springer Digital Ventures US II GmbH,

Berlin 100.0 27 12.8 0.0

30 Axel Springer Druckhaus Spandau GmbH

& Co. KG, Berlin 100.0 2.0 – 5.7

31 Axel Springer España S.A., Madrid, Spain 100.0 3.4 – 0.3

32 Axel Springer France S.A.S., Paris, France 100.0 5.9 3.0

33 Axel Springer Ideas Engineering GmbH,

Berlin 100.0 49 0.9 0.0 2)

34 Axel Springer ideAS Ventures GmbH, Berlin 100.0 49 4.8 0.0 2)

35 Axel Springer International GmbH, Berlin 100.0 1,912.3 0.0 2)

36 Axel Springer International Holding GmbH,

Berlin 100.0 35 1,953.6 0.0 2)

37 Axel Springer International Limited, London,

United Kingdom 100.0 36 282.2 – 0.1

38 Axel Springer Kundenservice GmbH,

Hamburg 100.0 0.5 0.0 2)

39 Axel Springer Mediahouse Berlin GmbH,

Berlin 100.0 1.1 0.0 2)

40 Axel Springer Norway AS, Oslo, Norway 100.0 37 0.3 1.6

41 Axel Springer Offsetdruckerei Ahrensburg

GmbH & Co. KG, Ahrensburg 100.0 24.9 – 0.5

42 Axel Springer Offsetdruckerei Kettwig

GmbH & Co. KG, Essen 100.0 6.3 – 2.8

43 Axel Springer Plug and Play Accelerator

GmbH, Berlin 50.0 27 3.8 – 0.4

44 Axel Springer Schweiz AG, Zurich,

Switzerland 100.0 37 13.2 – 0.1

45 Axel Springer Services & Immobilien

GmbH, Berlin 100.0 2.2 0.0 2)

46 Axel Springer Sport Verlag GmbH,

Hamburg 100.0 1.3 0.0 2)

47 Axel Springer Syndication GmbH, Berlin 100.0 49 0.5 0.0 2)

48 Axel Springer TV Productions GmbH,

Hamburg 100.0 3.2 0.0 2)

49 "Axel Springer Verlag" Beteiligungsgesell-

schaft mbH, Berlin 100.0 170.9 0.0 2)

50 B.Z. Ullstein GmbH, Berlin 100.0 49 15.4 0.0 2)

51 Belles Demeures S.A.S., Paris, France 100.0 105 5.9 1.5

52 Belvilla Nederland B.V., Den Haag,

Netherlands 100.0 1 2.3 – 0.3

53 Belvilla Services B.V., Eindhoven,

Netherlands 100.0 1 11.3 6.1

54 Bilanz Deutschland Wirtschaftsmagazin

GmbH, Hamburg 100.0 49 0.0 0.0 2)

55 BILD GmbH, Berlin 100.0 70.8 0.0 2)

56 Blikk Kft., Budapest, Hungary 100.0 114 3.2 2.9

57 Bonial Holding GmbH, Berlin 72.5 26 – 36.2 – 40.7

58 Bonial International GmbH, Berlin 100.0 57 18.6 0.0 2)

59 Bonial SAS, Paris, France 98.0 58 – 3.8 – 0.9

60 Bonial Ventures GmbH, Berlin 74.9 – 9.8 – 0.9

61 Car&Boat Media SAS, Paris, France 61.0 25 74.9 13.7

61 Car&Boat Media SAS, Paris, France 39.0 23 74.9 13.7

62 CaribbeanJobs Ltd, George Town,

Cayman Islands 100.0 121 1.6 0.3

63 Commerz-Film GmbH, Berlin 100.0 36 328.9 6.8

64 comparado GmbH, Lüneburg 100.0 83 1.4 1.2

65 COMPUTER BILD Digital GmbH, Hamburg 100.0 0.6 0.0 2)

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

66 Concept Multimédia SAS, Aix-en-Provence,

France 100.0 23 6.4 2.6

67 Coral-Tell Ltd., Tel Aviv, Israel 100.0 25 25.8 15.1

68 CV Keskus OÜ, Tallinn, Estonia 100.0 114 2.6 1.7

69 DanCenter A/S, Copenhagen, Denmark 100.0 1 31.5 1.3

70 Dreizehnte "Media" Vermögensverwal-

tungsges. mbH, Hamburg 100.0 – 3.2 0.0

71 Editions Mondadori Axel Springer (EMAS)

S.E.N.C., Montrouge Cedex, France 50.0 32 5.8 5.7

72 eMarketer Inc., New York, USA 95.1 27 18.2 10.3

73 eprofessional GmbH, Hamburg 100.0 13 2.9 0.2

74 Finanzen Corporate Publishing GmbH,

Berlin 100.0 – 11.3 0.0

75 finanzen.net GmbH, Karlsruhe 75.0 27 5.4 10.1

76 Fünfundachtzigste "Media" Vermögensver-

waltungsges. mbH, Berlin 100.0 25 0.0 0.0

77 Funk & Fernsehen Nordwestdeutschland

GmbH & Co. KG, Hannover 7.6 20 0.2 0.5

78 Garantie System SAS, Paris, France 100.0 61 6.6 0.7

79 Good & Co Labs, Inc., San Francisco, USA 100.0 127 – 0.6 – 2.3

80 Group Nine Media, Inc., New York, USA 13.4 27 67.9 – 21.2

81 ICI Formations SAS, Paris, France 100.0 126 1.4 0.8

82 ictjob SPRL, Waterloo, Belgium 1.0 128 5.2 1.6

82 ictjob SPRL, Waterloo, Belgium 99.0 124 5.2 1.6

83 Idealo Internet GmbH, Berlin 74.9 26 38.9 21.4

84 Immoweb SA, Brussels, Belgium 94.5 23 27.7 16.6

85 Immowelt AG, Nuremberg 100.0 87 20.8 13.6

86 Immowelt Hamburg GmbH, Hamburg 100.0 87 36.8 12.6

87 Immowelt Holding AG, Nuremberg 55.0 25 160.7 11.4

88 Insider Inc., New York City, USA 100.0 27 14.9 – 6.8

89 Jobs LU Ltd, Dublin, Ireland 100.0 121 1.0 0.9

90 Jobs.ie Ltd, Dublin, Ireland 100.0 121 9.8 3.9

91 Jobsite UK (Worldwide) Limited, London,

United Kingdom 100.0 131 9.7 3.6

92 Lakestar II LP, Guernsey, Guernsey 5.7 27 170.2 – 14.3

93 Lamudi Global S.à.r.l., Senningerberg,

Luxembourg 10.0 76 47.8 0.3

94 Lerer Hippeau Ventures IV, LP, New York,

USA 1.6 27 101.7 – 1.1

95 Lerer Hippeau Ventures V, LP, New York,

USA 1.8 27 87.8 – 2.3

96 MAZ & More TV-Produktion GmbH, Berlin 100.0 149 0.0 0.0 2)

97 Media Impact GmbH & Co. KG, Berlin 74.9 18 – 4.6 – 13.3

98 meinestadt.de GmbH, Cologne 100.0 124 10.2 0.0 2)

99 NeoLotto Limited, Ta' Xbiex, Malta 13.0 – 4.3 – 7.1

100 Newspaper Impact GmbH, Hamburg 100.0 2.7 0.0 2)

101 Ozy Media, Inc., Mountain View CA, USA 16.8 27 -8.1 -7.8

102 PACE Paparazzi Catering & Event GmbH,

Berlin 100.0 0.3 0.0 2)

103 Pnet (Pty) Ltd, Johannesburg, South Africa 100.0 121 5.7 – 0.1

104 Praxis SARL, Chambery, France 100.0 105 1.4 0.8

105 PressImmo On Line S.A.S., Paris, France 100.0 122 220.6 46.8

106 profession.hu Kft, Budapest, Hungary 100.0 114 10.7 9.2

107 Project A Ventures GmbH & Co. KG, Berlin 26.3 26 51.7 9.8



19

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

108 Purplebricks Group plc, Solihull, United

Kingdom 12.5 76 90.8 3.5

109 QWANT SAS, Paris, France 18.1 27 9.9 – 8.6

110 Radio Hamburg GmbH & Co. KG, Hamburg 35.0 20 4.5 7.5

111 RADIO/TELE FFH GmbH & Co. Betriebs-

KG, Bad Vilbel 15.0 20 - - 5)

112 Ringier Axel Springer d.o.o., Belgrade,

Serbia 100.0 114 13.7 2.5

113 Ringier Axel Springer Magyarország Kft,

Budapest, Hungary 100.0 114 7.3 2.6

114 Ringier Axel Springer Media AG, Zurich,

Switzerland 50.0 37 530.2 7.0

115 Ringier Axel Springer Polska Sp. z o. o.,

Warsaw, Poland 100.0 114 287.5 2.0

116 Ringier Axel Springer Schweiz AG, Zurich,

Switzerland 50.0 22 10.6 – 10.9

117 Ringier Axel Springer SK, a.s., Bratislava,

Slovakia 87.5 114 - - 4)

118 Room 49 GmbH, Berlin 100.0 34 1.4 0.0 2)

119 Saknai Net Ltd., Tel Aviv, Israel 100.0 67 3.5 3.5

120 Sales Impact GmbH, Hamburg 100.0 0.5 0.0 2)

121 Saongroup Limited, Dublin, Ireland 100.0 131 10.4 5.2

122 SeLoger.com SAS, Paris, France 100.0 23 289.4 – 0.1

123 ShareASale.com Inc., Chicago, USA 100.0 14 – 5.6 – 6.4

124 StepStone Continental Europe GmbH,

Berlin 100.0 127 248.0 0.0 2)

125 StepStone Deutschland GmbH, Düsseldorf 100.0 124 27.7 0.0 2)

126 StepStone France SAS, Paris, France 100.0 124 3.3 – 0.5

127 StepStone GmbH, Berlin 100.0 25 453.6 0.0 2)

128 StepStone NV, Brussels, Belgium 0.0 129 0.7 – 0.1 6)

128 StepStone NV, Brussels, Belgium 100.0 124 0.7 – 0.1

129 StepStone Österreich GmbH, Vienna,

Austria 100.0 125 0.3 – 0.5

130 StepStone Services Sp. z o.o., Warsaw,

Poland 100.0 124 1.6 0.4

131 StepStone UK Holding Limited, London,

United Kingdom 100.0 127 288.5 16.1

No. Company

Share-

holding

in %

Via

No.

Equity

€ million1)

Net in-

come

€ million1)

132 Tecoloco International Inc, Panama City,

Panama 100.0 121 – 3.6 – 0.6

133 Topreality.sk s.r.o., Nové Mesto nad

Váhom, Slovakia 100.0 138 4.1 – 0.6

134 Totaljobs Group Limited, London, United

Kingdom 100.0 131 10.1 1.7

135 Transfermarkt GmbH & Co. KG, Hamburg 51.0 55 1.7 1.4

136 Traum-Ferienwohnungen GmbH, Bremen 50.0 53 6.5 4.1

137 Ullstein GmbH, Berlin 100.0 49 3.7 0.0 2)

138 United Classifieds s.r.o., Bratislava, Slovakia 60.0 117 3.8 – 0.7

139 Universum Communications Holding Inc.,

New York, USA 100.0 143 0.3 0.0

140 Universum Communications Inc., New

York, USA 100.0 139 – 1.4 1.2

141 Universum Communications Ltd, London,

United Kingdom 100.0 143 1.6 1.2

142 Universum Communications Pte Ltd,

Singapore, Singapore 100.0 143 – 2.3 – 0.2

143 Universum Communications Sweden AB,

Stockholm, Sweden 100.0 127 1.2 – 1.5

144 upday GmbH & Co. KG, Berlin 100.0 – 0.8 – 14.1

145 Verimi GmbH, Frankfurt am Main 6.5 35.7 – 4.5

146 Vertical Media GmbH, Berlin 88.0 149 – 2.7 – 1.1

147 Visual Meta GmbH, Berlin 96.0 83 5.1 3.9

148 WEBIMM SAS, Paris, France 65.0 122 3.1 1.4

149 WeltN24 GmbH, Berlin 100.0 36.3 0.0 2)

150 YOURCAREERGROUP GmbH, Düsseldorf 100.0 124 2.1 0.0 2)

151 YOURCAREERGROUP Österreich GmbH,

Vienna, Austria 100.0 124 1.1 0.1

1) Unless otherwise stated, equity and net income according to local statutory financial state-

ments of the financial year 2017. Amounts in foreign currency translated at the exchange rate

prevailing on December 31, 2018. 2) Control and profit and loss transfer agreement or profit transfer agreement. 3) Equity and net income for the business year ended as at September 30, 2017. 4) The company was newly founded. Financial statements have not been available yet. 5) Equity and net income are not mentioned as the financial statements are not published. 6) Shareholding less than 0.0 %.

(22) Declaration of conformity with the German Corporate Governance Code

In accordance with section 161 of the German Stock

Corporation Act (Aktiengesetz – “AktG”), Axel Springer

SE has made the declaration of conformity with the Ger-

man Corporate Governance Code issued by the Execu-

tive Board and Supervisory Board permanently available

to the shareholders on the Company's website at

www.axelspringer.de → Investor Relations → Corporate

Governance. The declaration of conformity is also pub-

lished in the Company's 2018 annual report.

(23) Duty of disclosure concerning investments

The number of shares with voting rights, instruments,

and the share of voting rights respectively cited in the

notifications below each relate to the date specified in

the relevant notification. In particular, it must be pointed

out that a 1:3 stock split was carried out effective

May 31, 2011, which tripled the number of shares, and

that due to a capital increase the Company's subscribed

capital increased from € 98,940,000 to € 107,895,311

effective December 9, 2015; since that time, it comprises

107,895,311 registered no-par-value shares (previously

98,940,000).

http://www.axelspringer.de/



20

The following information represent the last notification of

a person subject to the notification to the company, if

not, for reasons of transparency, the presentation of fur-

ther notifications is required.

Axel Sven Springer, date of birth: January 13, 1966, noti-

fied us (via a notification dated November 29, 2018),

that, due to the acquisition/disposal of shares with voting

rights, his share of voting rights in Axel Springer SE,

Axel-Springer-Straße 65, 10888 Berlin, as of November

26, 2018 amounts to 7.36 %. 7 % (corresponding to

7,548,029 of a total of 107,895,311 voting rights in Axel

Springer SE) relate to the security identification number

ISIN DE0005501357, 0.37 % (corresponding to 396,738

of a total of 107,895,311 voting rights in Axel Springer

SE) relate to the security identification number ISIN

DE0005754238, whereby these voting rights correspond

to voting rights that are directly attributable to him in ac-

cordance with Section 33 of the German Securities Trad-

ing Act (WpHG, new version; the numeration has

changed effectively as of January 3, 2018).

Dr. h .c. Friede Springer, date of birth: August 15, 1942

(name of shareholders holding directly 3 % or more vot-

ing rights, if different from the person subject to the noti-

fication obligation: Axel Springer Gesellschaft für Publizis-

tik GmbH & Co. KG), notified us (via a notification dated

November 29, 2018), that, due to the acquisition/dis-

posal of shares with voting rights, his share of voting

rights in Axel Springer SE, Axel-Springer-Straße 65,

10888 Berlin, as of November 26, 2018 amounts to

44.48 % (previous notification: 58.70 %), whereby with

regard to the security identification number ISIN DE

DE0005501357 5.10 % (corresponding to 5,502,450 of

a total of 107,895,311 voting rights in Axel Springer SE)

are held directly by her in accordance with section 33

WpHG (new version) and 1.83 % (corresponding


Springer SE) corresponds to voting rights that are at-

tributable to her in accordance with Section 34 WpHG

(new version), and with regard to the security identifica-

tion number ISIN DE0005754238 37.54 % (correspond-

ing to 40,505,262 of a total of 107,895,311 voting rights

in Axel Springer SE) corresponds to voting rights that are

attributable to her in accordance with Section 34 WpHG

(new version). The following were specified as the full

chain of subsidiaries, beginning with the ultimate control-

ling party: Dr. h. c. Friede Springer (44.48 % of the voting

rights), Friede Springer Verwaltungs GmbH, Friede

Springer GmbH & Co. KG (6.42 % of the voting rights),

AS Publizistik GmbH, Axel Springer Gesellschaft für Pub-

lizistik GmbH & Co. KG (37.54 % of the voting rights), Dr.

h. c. Friede Springer (44.48 % of the voting rights), Friede

Springer GmbH & Co. KG (6.42 % of the voting rights),

Axel Springer Gesellschaft für Publizistik GmbH & Co.

(37.54 % of the voting rights); Dr. h. c. Friede Springer

(44.48 % of the voting rights), Friede Springer GmbH &

Co. KG (6.42 % of the voting rights), AS Publizistik

GmbH, Axel Springer Gesellschaft für Publizistik GmbH &

Co. KG (37.54 % of the voting rights).

EuroPacific Growth Fund, Boston, Massachusetts, USA,

notified us (via a notification dated March 7, 2018) that,

due to the acquisition/disposal of shares with voting

rights, its share of voting rights in Axel Springer SE, Axel-

Springer-Straße 65, 10888 Berlin, as of March 2, 2018

amounts to 3.07 % (corresponding to 3,309,617 of a to-

tal of 107,895,311 voting rights in Axel Springer SE),

whereby these voting rights are attributable to it in ac-

cordance with Section 34 of the WpHG (new version).

The Capital Group Companies, Inc., California, Los An-

geles, USA, notified us (via a notification dated January

25, 2018) that, due to the acquisition/disposal of shares

with voting rights, its share of voting rights in Axel

Springer SE, Axel-Springer-Straße 65, 10888 Berlin, as

of January 22, 2018 amounts to 5.04 % (corresponding

to 5,439,476 of a total of 107,895,311 voting rights in

Axel Springer SE, previous notification: 3.36 %), whereby

these voting rights are attributable to it in accordance

with Section 34 of the WpHG (new version). The follow-

ing were specified as the full chain of subsidiaries, begin-

ning with the ultimate controlling party: The Capital

Group Companies, Inc., Capital Research and Manage-

ment Company (voting rights: 5.04 %).

Dr. Mathias Döpfner, date of birth: January 15, 1963,

(name of shareholders holding directly 3 % or more vot-

ing rights, if different from the person subject to the noti-

fication obligation: Axel Springer Gesellschaft für



21

Publizistik GmbH & Co., Dr. h.c. Friede Springer) notified

us (via a notification dated December 18, 2017, cor-

rected on December 22, 2017) that, due to the acquisi-

tion/disposal of shares with voting rights, his share of

voting rights in Axel Springer SE, Axel-Springer-Straße

65, 10888 Berlin, as of December 13, 2017 amounts to

49.93 % (previous notification: 50.19 %), whereby with

regard to the security identification number ISIN

DE0005501357 1.95 % (corresponding to 2,105,145 of

a total of 107,895,311 voting rights in Axel Springer SE)

are held directly by him in accordance with section 21

WpHG (previous version, the numeration changed effec-

tively as of January 3, 2018) and 10.07 % (corresponding


Springer SE) corresponds to voting rights that are at-

tributable to him in accordance with Section 22 WpHG,

and with regard to the security identification number ISIN

DE0005754238 37.91 % (corresponding to 40,902,000

of a total of 107,895,311 voting rights in Axel Springer

SE) corresponds to voting rights that are attributable to

him in accordance with Section 22 WpHG. The following

were specified as the full chain of subsidiaries, beginning

with the ultimate controlling party: Dr. Mathias Döpfner

(49.08 % of the voting rights) and Brilliant 310. GmbH.

FMR LLC, Wilmington, Delaware, USA, notified us (via a

notification dated July 25, 2017) that, due to the acquisi-

tion/disposal of shares with voting rights, its share of vot-

ing rights in Axel Springer SE, Axel-Springer-Straße 65,

10888 Berlin, as of July 19, 2017 amounts to 2.94 %

(previous notification: 3.79 %), whereby 2.94 % (corre-

sponding to 3,171,903 of a total of 107,895,311 voting

rights in Axel Springer SE, previous notification: 3.65 %)

corresponds to voting rights that are attributable to it in

accordance with Section 22 WpHG; 0.13 % (corre-

sponding to 144,617 of a total of 107,895,311 voting

rights in Axel Springer SE) which were attributable to in-

struments in terms of Section 25 (1) No 1 WpHG accord-

ing to the previous notification are no longer notified. The

following were specified as the full chain of subsidiaries,

beginning with the ultimate controlling party: FMR LLC,

Fidelity Management & Research Company, as well as

FMR LLC, FIAM Holdings Corp., Fidelity Institutional As-

set Management Trust Company, as well as FMR LLC,

FIAM Holdings Corp., FIAM LLC.

Fidelity Investment Trust, Boston, Massachusetts, USA,

notified us (via a notification dated July 13, 2017) that,

due to the acquisition/disposal of shares with voting

rights, its share of voting rights in Axel Springer SE, Axel-

Springer-Straße 65, 10888 Berlin, as of July 10, 2017

amounts to 2.99 % (previous notification: 3.06 %),

whereby 2.99 % (corresponding to 3,221,075 of a total

of 107,895,311 voting rights in Axel Springer SE, previ-

ous notification: 3.03 %) are held directly by it in accord-

ance with Section 21 WpHG; 0.03 % (corresponding to

32,862 of a total of 107,895,311 voting rights in Axel

Springer SE) which were attributable to instruments in

terms of Section 25 (1) No 1 WpHG according to the

previous notification are no longer notified. The company

subject to notification is not controlled and does not con-

trol any other company holding voting rights in Axel

Springer SE.

Axel Springer Gesellschaft für Publizistik GmbH & Co.,

Berlin, Germany, notified us (via a notification dated De-

cember 17, 2015, corrected on January 15, 2016) that,

due to a change in the total number of voting rights, its

total share of voting rights in Axel Springer SE, Axel-

Springer-Straße 65, 10888 Berlin, Germany, as of De-

cember 9, 2015 amounts to 47.27 % (corresponding to


Springer SE, previous notification: 50.0000294 %),

whereby these voting rights are held directly by it in ac-

cordance with Section 21 WpHG. The following were

specified as the full chain of subsidiaries, beginning with

the ultimate controlling party: Dr. h.c. Friede Springer

(voting rights: 54.2 %, total: 54.2 %), Friede Springer Ver-

waltungs GmbH (general partner of Friede Springer

GmbH & Co. KG), Friede Springer GmbH & Co. KG (vo-

ting rights: 53.69 %, total: 53.69 %), AS Publizistik GmbH

(general partner of Axel Springer Gesellschaft für Publi-

zistik GmbH & Co.), Axel Springer Gesellschaft für Publi-

zistik GmbH & Co. (voting rights amounting to 47.27 %,

total: 47.27 %).

AS Publizistik GmbH, Berlin, Germany (name of share-

holders holding directly 3 % or more voting rights, if dif-

ferent from the company subject to the notification obli-

gation: Axel Springer Gesellschaft für Publizistik GmbH &

Co.), notified us (via a notification dated



22

December 17, 2015, corrected on January 15, 2016)

that, due to a change in the total number of voting rights,

its total share of voting rights in Axel Springer SE, Axel-

Springer-Straße 65, 10888 Berlin, Germany, as of De-

cember 9, 2015 amounts to 47.27 % (corresponding to


Springer SE, previous notification: 50.0000294 %),

whereby these voting rights are attributable to it in ac-

cordance with Section 22 WpHG. The following were

specified as the full chain of subsidiaries, beginning with

the ultimate controlling party: Dr. h.c. Friede Springer

(voting rights: 54.2 %, total: 54.2 %), Friede Springer Ver-

waltungs GmbH (general partner of Friede Springer

GmbH & Co. KG), Friede Springer GmbH & Co. KG (vo-

ting rights: 53.69 %, total: 53.69 %), AS Publizistik GmbH

(general partner of Axel Springer Gesellschaft für Publi-

zistik GmbH & Co.), Axel Springer Gesellschaft für Publi-

zistik GmbH & Co. (voting rights: 47.27 %, total:

47.27 %).

Friede Springer GmbH & Co. KG, Berlin, Germany, noti-

fied us in January 2006 in accordance with Sections

21 f. WpHG that at midnight on December 31, 2005/12

a.m. on January 1, 2006, its share of voting rights in Axel

Springer AG had exceeded the threshold of 50 % and

simultaneously also the thresholds of 5 %, 10 %, and

25 % and thus amounts to around 59.82 % (this corre-

sponds to 20,337,710 shares with voting rights with re-

spect to Axel Springer AG’s capital stock totaling

34,000,000 shares with voting rights). Friede Springer

GmbH & Co. KG holds voting rights amounting to

50.0000294 % as a result of the attribution of voting

rights held directly by Axel Springer Gesellschaft für Pub-

lizistik GmbH & Co. (corresponding to 17,000,010

shares carrying voting rights) in accordance with Sec-

tion 22 (1) sentence 1 No 1 WpHG, and amounting to

around 9.82 % as a result of the attribution of voting

rights held as treasury shares by Axel Springer AG (cor-

responding to 3,337,700 shares) in accordance with

Section 22 (1) sentence 1 No 1 WpHG.

Friede Springer Verwaltungs GmbH, Berlin, Germany,

notified us in January 2006 in accordance with Sections

21 f. WpHG that at midnight on December 31, 2005/12

a.m. on January 1, 2006, its share of voting rights in Axel

Springer AG had exceeded the threshold of 50 % and

simultaneously also the thresholds of 5 %, 10 %, and

25 % and thus amounts to around 59.82 % (this corre-

sponds to 20,337,710 shares with voting rights with re-

spect to Axel Springer AG’s capital stock totaling

34,000,000 shares with voting rights). Friede Springer

Verwaltungs GmbH holds voting rights amounting to

50.0000294 % as a result of the attribution of voting

rights held directly by Axel Springer Gesellschaft für Pub-

lizistik GmbH & Co. (corresponding to 17,000,010

shares carrying voting rights) in accordance with Sec-

tion 22 (1) sentence 1 No 1 WpHG, and amounting to

around 9.82 % as a result of the attribution of voting

rights held as treasury shares by Axel Springer AG (cor-

responding to 3,337,700 shares) in accordance with

Section 22 (1) sentence 1 No 1 WpHG.

Tweedy, Browne Company LLC, New York, USA, noti-

fied us in November 2003 (corrected via a notification in

August 2004) that it had exceeded the voting rights

threshold of 5 % on November 6, 2003, and that the

share of voting rights attributable to it amounts to 5.75 %

(rounded), corresponding to 1,955,211 of a total of

34,000,000 registered no-par-value shares in Axel

Springer AG with limited transferability and carrying vot-

ing rights. The shares are attributable to it in accordance

with Section 22 (1) No 6 WpHG.



23

(24) Profit utilization proposal

The Supervisory Board and Executive Board propose

that the Company applies the full amount of the distribut-

able profit of € 226.6 million (PY: € 215.8 million) to pay

a dividend of € 2.10 (PY: € 2.00) per qualifying share for

the 2018 financial year.

The company does not currently hold any treasury

shares, so that all the company’s shares qualify for divi-

dends. However, the number of shares qualifying for divi-

dends may be reduced in the time remaining before the

annual shareholders’ meeting. In that case, an adjusted

profit utilization proposal will be submitted to the annual

shareholders’ meeting, without changing the target divi-

dend of € 2.10 per qualifying share.


Axel Springer SE Responsibility Statement

24

To the best of our knowledge, and in accordance with

the applicable reporting principles, the annual financial

statements give a true and fair view of the assets, liabili-

ties, financial position, and profit or loss of the Company,

and the combined management report of the Company

and the Axel Springer Group includes a fair review of the

development and performance of the business and the

position of the Company, together with a description of

the principal opportunities and risks associated with the

expected development of the Company.

Berlin, February 21, 2019

Axel Springer SE

Dr. Mathias Döpfner Jan Bayer

Dr. Stephanie Caspar Dr. Julian Deutz

Dr. Andreas Wiele

Responsibility Statement


Axel Springer SE Independent Auditor’s Report

25

To the Axel Springer SE

Report on the audit of the annual financial statements and of the management report

Opinions

We have audited the annual financial statements of Axel

Springer SE, Berlin, which comprise the balance sheet

as at December 31, 2018, and the income statement for

the fiscal year from January 1 to December 31, 2018,

and notes to the financial statements, including the

recognition and measurement policies presented therein.

In addition, we have audited the combined management

report of Axel Springer SE and Axel Springer Group

(“management report”) for the fiscal year from January 1

to December 31, 2018. In accordance with the German

legal requirements, we have not audited the parts of the

management report as mentioned in the annex of the au-

ditor’s report.

In our opinion, on the basis of the knowledge obtained in

the audit,

◼ the accompanying annual financial statements com-

ply, in all material respects, with the requirements of

German commercial law applicable to business cor-

porations and give a true and fair view of the assets,

liabilities and financial position of the Company as at

December 31, 2018 and of its financial performance

for the fiscal year from January 1 to December 31,

2018 in compliance with German legally required ac-

counting principles, and

◼ the accompanying management report as a whole

provides an appropriate view of the Company’s posi-

tion. In all material respects, this management report

is consistent with the annual financial statements,

complies with German legal requirements and appro-

priately presents the opportunities and risks of future

development. Our opinion on the management report

does not cover the parts of the management report

mentioned in the annex to the auditor’s report.

Pursuant to Section 322 (3) sentence 1 of the German

Commercial Code (Handelsgesetzbuch, “HGB”), we de-

clare that our audit has not led to any reservations relat-

ing to the legal compliance of the annual financial state-

ments and of the management report.

Basis for the opinions

We conducted our audit of the annual financial state-

ments and of the management report in accordance with

Section 317 HGB and the EU Audit Regulation (No

537/2014, hereinafter “EU Audit Regulation”) and in

compliance with German Generally Accepted Standards

for Financial Statement Audits promulgated by the Insti-

tute of Public Auditors in Germany (Institut der

Wirtschaftsprüfer, “IDW”). Our responsibilities under

those requirements and principles are further described

in the “Auditor’s responsibilities for the audit of the an-

nual financial statements and of the management report”

section of our auditor’s report. We are independent of

the Company in accordance with the requirements of

European law and German commercial and professional

law, and we have fulfilled our other German professional

responsibilities in accordance with these requirements. In

addition, in accordance with Article 10 (2) f) of the EU

Audit Regulation, we declare that we have not provided

non-audit services prohibited under Article 5 (1) of the

EU Audit Regulation. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide

a basis for our opinions on the annual financial state-

ments and on the management report.

Key audit matters in the audit of the annual financial statements

Key audit matters are those matters that, in our profes-

sional judgment, were of most significance in our audit of

the annual financial statements for the fiscal year from

January 1 to December 31, 2018. These matters were

addressed in the context of our audit of the annual finan-

cial statements as a whole, and in forming our opinion

thereon; we do not provide a separate opinion on these

matters.

Independent Auditor’s Report



26

Below, we describe what we consider to be the key au-

dit matters:

(a) Measurement of non-current financial assets Reasons why the matter was determined to be a key au-

dit matter

In the financial statements of Axel Springer SE, the bal-

ance sheet item "Non-current financial assets" showed

shares in affiliated companies, investments, and loans

totaling € 5,781 million, accounting for approximately

93 % of the balance sheet total and exceeding the com-

pany's equity by € 3,240 million.

The company carries out an annual impairment test for

non-current financial assets in order to determine

whether there is a write-down or write-up requirement.

The result of these measurements depends to a large

extent on how the executive directors estimate future

cash inflows and derive the relevant discount rates.

Given the materiality of non-current financial assets com-

pared to both the balance sheet total and the equity, the

complexity underlying the valuation as well as the profes-

sional judgement that can be exercised as part of the

measurement, the measurement of non-current financial

assets constitutes a key audit matter within the context

of our audit.

Auditor’s response

As part of our audit, we examined the process imple-

mented by the executive directors of Axel Springer SE as

well as the accounting and measurement guidelines

used to calculate the fair values of non-current financial

assets in order to determine the possible risk of errors,

and we also acquired an understanding of the steps in-

volved in the process. We have established that the

company's methods of calculating capitalization rates

and extrapolating future earnings are in compliance with

the requirements of German commercial law and with

pronouncements issued by professional bodies.

We have analyzed the business plans by comparing ac-

tual past earnings and the current performance of busi-

ness figures. As part of our analysis, we also examined

the market performance of comparable companies

based on figures from the relevant financial year and

forecasted figures for future financial years. We have veri-

fied the key assumptions made in the business plan in

relation to growth and business performance by discuss-

ing these in detail with the executive directors of Axel

Springer SE. We assessed the appropriateness of these

assumptions on this basis.

The appropriateness of the various key valuation as-

sumptions, such as the discount rate and the growth

rate, for example, was examined with the support of in-

ternal valuation experts based on an analysis of market

indicators. We have analyzed the parameters that were

considered when calculating the discount rates to ensure

correct extrapolation, and have verified that the calcula-

tion is in compliance with the corresponding require-

ments of German commercial law.

By means of sensitivity analyses, we have assessed the

risk of impairment in the event of changes to the key

measurement assumptions. Further, we have verified the

mathematical accuracy of the valuation model taking into

account the requirements of German commercial law.

Write-ups and write-downs of non-current financial as-

sets recognized in the balance sheet were reconciled

with the results of the impairment test.

Based on our audit procedures, no reservations apply in

relation to the measurement of non-current financial as-

sets.

Reference to related disclosures

Information relating to the accounting and measurement

principles applied to non-current financial assets can be

found in the notes to the financial statements in the sec-

tion “Accounting policies”. The changes in non-current fi-

nancial assets are described in the section on notes to

the balance sheet, section (1) “Fixed assets”. This sec-

tion also contains an explanation of impairment losses

and write-ups to non-current financial assets.



27

(b) Revenue recognition Reasons why the matter was determined to be a key au-

dit matter

For the financial year 2018, Axel Springer SE achieved

revenues of € 851 million from circulation and advertising

activities mainly. Circulation revenues are generated from

the sales of newspapers and magazines ("print media")

as well as digital subscription models. Advertising reve-

nues are generated from the marketing of advertise-

ments and advertising space in online and print media.

The executive directors of Axel Springer SE issued de-

tailed accounting guidelines for the recognition of reve-

nue and implemented processes for the recognition of

revenue.

Given the large number of different contractual agree-

ments for the various activities, our view is that the reve-

nue recognition is complex. Given the material im-

portance and the complexity of the revenue recognition

issues, we consider revenue recognition as a key audit

matter.

Auditor’s response

As part of our audit, we have verified the accounting and

measurement guidelines applied in the financial state-

ments of Axel Springer SE for the recognition of revenue

in accordance with the criteria defined in German com-

mercial law. We have verified the processes imple-

mented by the executive directors of Axel Springer SE in

relation to the revenue recognition, in particular by verify-

ing that returns and further sales discounts have been

taken into account correctly.

In addition, we have analyzed the key revenues for the fi-

nancial year 2018 to determine whether, inter alia, there

is a correlation with the associated trade receivables and

with payments received.

Furthermore, we have randomly verified revenue recogni-

tion on the basis of contractual agreements in terms of

the requirements of German commercial law concerning

the recognition of revenues. We have audited the reve-

nues for the financial year 2018 on a random basis with

regard to accrual accounting by performing case-by-

case assessments of revenue transactions before the re-

porting date. In addition, we obtained confirmation of ac-

counts receivable from clients on a random basis.

Based on our audit procedures, no reservations apply in

relation to the recognition of revenues from the sale of

circulation and advertising services.

Reference to related disclosures

Detailed information concerning the composition of reve-

nues can be found in the notes to the financial state-

ments, in the section on notes to the income statement,

note (11) "Revenues".

Other information

The Supervisory Board is responsible for the report of

the Supervisory Board. Furthermore, the executive direc-

tors are responsible for the other information. The other

information comprises the parts of the management re-

port as mentioned in the annex of the auditor’s report as

well as the other parts of the annual report, excluding the

audited financial statements and management report as

well as our auditor’s report, in particular the responsibility

statement in accordance with section 297 (2) sentence 4

HGB, the report of the Supervisory Board in accordance

with section 171 (2) of the German Stock Corporation

Act (Aktiengesetz, “AktG”) and the part “Group Key Fig-

ures”, the “Foreword”, the “Executive Board” and “The

Axel Springer Share”. We received a version of the other

information before issuing this auditor’s report.

Our opinions on the annual financial statements and on

the management report do not cover the other infor-

mation, and consequently we do not express an opinion

or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read

the other information and, in so doing, to consider

whether the other information

◼ is materially inconsistent with the annual financial

statements, with the management report or our

knowledge obtained in the audit, or



28

◼ otherwise appears to be materially misstated.

Responsibilities of the executive directors and the Supervisory Board for the annual financial statements and the management report

The executive directors are responsible for the prepara-

tion of the annual financial statements that comply, in all

material respects, with the requirements of German

commercial law applicable to business corporations, and

that the annual financial statements give a true and fair

view of the assets, liabilities, financial position and finan-

cial performance of the Company in compliance with

German legally required accounting principles. In addi-

tion, the executive directors are responsible for such in-

ternal control as they, in accordance with German legally

required accounting principles, have determined neces-

sary to enable the preparation of annual financial state-

ments that are free from material misstatement, whether

due to fraud or error.

In preparing the annual financial statements, the execu-

tive directors are responsible for assessing the Com-

pany’s ability to continue as a going concern. They also

have the responsibility for disclosing, as applicable, mat-

ters related to going concern. In addition, they are re-

sponsible for financial reporting based on the going con-

cern basis of accounting, provided no actual or legal cir-

cumstances conflict therewith.

Furthermore, the executive directors are responsible for

the preparation of the management report that, as a

whole, provides an appropriate view of the Company’s

position and is, in all material respects, consistent with

the annual financial statements, complies with German

legal requirements and appropriately presents the oppor-

tunities and risks of future development. In addition, the

executive directors are responsible for such arrange-

ments and measures (systems) as they have considered

necessary to enable the preparation of a management

report that is in accordance with the applicable German

legal requirements, and to be able to provide sufficient

appropriate evidence for the assertions in the manage-

ment report.

The Supervisory Board is responsible for overseeing the

Company’s financial reporting process for the prepara-

tion of the annual financial statements and of the man-

agement report.

Auditor’s responsibilities for the audit of the annual financial statements and of the management report

Our objectives are to obtain reasonable assurance about

whether the annual financial statements as a whole are

free from material misstatement, whether due to fraud or

error, and whether the management report as a whole

provides an appropriate view of the Company’s position

and, in all material respects, is consistent with the annual

financial statements and the knowledge obtained in the

audit, complies with the German legal requirements and

appropriately presents the opportunities and risks of fu-

ture development, as well as to issue an auditor’s report

that includes our opinions on the annual financial state-

ments and on the management report.

Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance

with Section 317 HGB and the EU Audit Regulation and

in compliance with German Generally Accepted Stand-

ards for Financial Statement Audits promulgated by the

Institute of Public Auditors in Germany (Institut der

Wirtschaftsprüfer, “IDW”) will always detect a material

misstatement. Misstatements can arise from fraud or er-

ror and are considered material if, individually or in the

aggregate, they could reasonably be expected to influ-

ence the economic decisions of users taken on the basis

of these annual financial statements and this manage-

ment report.

We exercise professional judgment and maintain profes-

sional skepticism throughout the audit. We also

◼ identify and assess the risks of material misstatement

of the annual financial statements and of the manage-

ment report, whether due to fraud or error, design

and perform audit procedures responsive to those

risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinions. The

risk of not detecting a material misstatement resulting



29

from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of in-

ternal control;

◼ obtain an understanding of internal control relevant to

the audit of the annual financial statements and of ar-

rangements and measures (systems) relevant to the

audit of the management report in order to design au-

dit procedures that are appropriate in the circum-

stances, but not for the purpose of expressing an

opinion on the effectiveness of these systems of the

Company;

◼ evaluate the appropriateness of accounting policies

used by the executive directors and the reasonable-

ness of estimates made by the executive directors

and related disclosures;

◼ conclude on the appropriateness of the executive di-

rectors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or condi-

tions that may cast significant doubt on the Com-

pany’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are re-

quired to draw attention in the auditor’s report to the

related disclosures in the annual financial statements

and in the management report or, if such disclosures

are inadequate, to modify our respective opinions.

Our conclusions are based on the audit evidence ob-

tained up to the date of our auditor’s report. However,

future events or conditions may cause the Company

to cease to be able to continue as a going concern;

◼ evaluate the overall presentation, structure and con-

tent of the annual financial statements, including the

disclosures, and whether the annual financial state-

ments present the underlying transactions and events

in a manner that the annual financial statements give a

true and fair view of the assets, liabilities, financial po-

sition and financial performance of the Company in

compliance with German legally required accounting

principles;

◼ evaluate the consistency of the management report

with the annual financial statements, its conformity

with German law, and the view of the Company’s po-

sition it provides;

◼ perform audit procedures on the prospective infor-

mation presented by the executive directors in the

management report. On the basis of sufficient appro-

priate audit evidence we evaluate, in particular, the

significant assumptions used by the executive direc-

tors as a basis for the prospective information, and

evaluate the proper derivation of the prospective infor-

mation from these assumptions. We do not express a

separate opinion on the prospective information and

on the assumptions used as a basis. There is a sub-

stantial unavoidable risk that future events will differ

materially from the prospective information.

We communicate with those charged with governance

regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including

any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a

statement that we have complied with the relevant inde-

pendence requirements, and communicate with them all

relationships and other matters that may reasonably be

thought to bear on our independence and where appli-

cable, related safeguards.

From the matters communicated with those charged

with governance, we determine those matters that were

of most significance in the audit of the annual financial

statements of the current period and are therefore the

key audit matters. We describe these matters in our au-

ditor’s report unless law or regulation precludes public

disclosure about the matter.

Other legal and regulatory requirements

Further information pursuant to Article 10 of the EU Audit Regulation We were elected as auditor by the annual general meet-

ing on April 18, 2018. We were engaged by the



30

Supervisory Board on April 25, 2018. We have been the

auditor of Axel Springer SE without interruption since fis-

cal year 2007.

We declare that the opinions expressed in this auditor’s

report are consistent with the additional report to the au-

dit committee pursuant to Article 11 of the EU Audit

Regulation (long-form audit report).

In addition to the financial statement audit, we have pro-

vided to the Company or entities controlled by it the fol-

lowing services that are not disclosed in the annual finan-

cial statements or in the management report: Due dili-

gence services, auditing of voluntary financial state-

ments, advice in regards to payroll tax and social security

matters, reviewing of the interim consolidated financial

statements, auditing of the system to ensure compliance

with the requirements of Section 32 (1) of the German

Securities Trading Act (Wertpapierhandelsgesetz,

“WpHG”), as well as auditing of internal control systems

of service companies according to auditing standard

IDW PS 951 of the Institute of Public Auditors in Ger-

many (Institut der Wirtschaftsprüfer, “IDW”).

German Public Auditor responsible for the engagement The German Public Auditor responsible for the engage-

ment is Nathalie Mielke.

Annex to the auditor’s report:

Not audited parts of the management report

We have not audited the following parts of the manage-

ment report:

◼ Information contained in the “Corporate Governance

Report“ of the management report except for the

“Compensation Report”

Berlin, February 22, 2019

Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

Ludwig Mielke

Wirtschaftsprüfer Wirtschaftsprüferin

(German Public Auditor) (German Public Auditor)

Documents

Financial Statements of Axel Springer SE · Axel Springer SE Notes to the Financial Statements 9 Non-current financial assets € millions Shares in affiliated companies Loans to