Annual Report 2012 - tx.group Relations/Englisch/2012...Headcount as of balance sheet date1 3 471 3...

Annual Report 2012

Key figures

in CHF mill. 2012 2011 Change

Income Statement

Operating revenues 1 052.4 1 117.2 –5.8%

Operating income before depreciationand amortisation (EBITDA) 203.4 237.7 –14.4%

Margin 19.3% 21.3% –9.2%

Operating income (EBIT) 143.0 180.8 –20.9%

Margin 13.6% 16.2% –16.0%

Net income 152.0 178.8 –15.0%

Operating revenue by division (third parties)

Print Regional 484.3 531.8 –8.9%

Print National 420.3 447.4 –6.0%

Digital 147.8 138.0 7.1%

Balance Sheet

Current assets 324.9 410.2 –20.8%

Non-current assets 1 756.0 1 330.8 32.0%

Balance sheet total 2 080.9 1 741.0 19.5%

Liabilities 892.6 785.2 13.7%

Equity 1 188.3 955.8 24.3%

Financial Key Data

Equity ratio 57.1 54.9 4.0%

Return on equity 12.8 18.7 –31.6%

Employee Key Data

Headcount as of balance sheet date 1 3 471 3 330 4.2%

Operating revenues per employee 2 in CHF 000 313.2 338.4 –7.5%

Key figures per share

Net income per share in CHF 14.54 16.82 –13.6%

Dividends per share in CHF 4.50 3 5.75 –21.7%

Dividend yield 4.4% 4.9% –11.2%

Price/earnings ratio 4 x 7.1 6.9 2.0%

1 Number of full-time equivalents of continuing operations

2 Based on the average number of employees

3 Proposed appropriation of profit by the Board of Directors

4 Based on year-end price

1Excerpt from the Annual Report 2012

Contents

Survey 1

Editorial by the Chairman of the Board of Directors 2Board of Directors 4Remarks from the CEO 6Management Board 8

Organisation Chart 10

Annual Report 2012 11

Operational reporting and market conditions 13Financial reporting 26Multi-year comparison 33Information for investors 34Tamedia Group 36Tamedia AG 103Corporate Governance 113

Contacts 126

Addresses 126Imprint 128

Survey

2

Editorial by the Chairman of the Board of Directors

Dynamic growth in challenging circumstances

Excerpt from the Annual Report 2012

Dr. Pietro Supino, Chairman of the Board of Directors

Ladies and Gentlemen

The 2012 financial year was a challenging one for Tamedia. The economic climate was relatively positive despite

the strength of the Swiss franc; however this was not reflected in the financial results of advertising, an impor-

tant market for the media sector. Furthermore, the expected acceleration of structural changes took effect.

The corporate response to this development is first of all improvements in efficiency, which extends to col-

laboration with other independent media corporations. Secondly, we are developing new business areas, par-

ticularly with regard to the 20 Minuten and digital media. We also expect long-term solutions to come from

the payment models for the expanded digital content of our subscription newspapers. In this regard we are

reliant on our digital payment models not being exposed to competition from free services offered by SRG,

which is largely financed by television licence fees.

The 2012 financial year was marked by rapid growth at Tamedia. We have invested in strengthening the

field of investigative journalism with the expansion of the research desk of Le Matin Dimanche and Son-ntagsZeitung and also through our investigative journalism summer course initiative at Columbia University

in New York. The online and print editorial teams of 20 Minuten and the Tages-Anzeiger are successfully under-

going a challenging process of convergence. The SonntagsZeitung, thanks to cooperation with the Bund and the

Basler Zeitung, is now in the process of becoming the most circulated Sunday paper in Switzerland. We have

launched two promising magazines: the national lifestyle magazine Encore and the multilingual supplement

Auto. Our real estate platform Homegate strengthened its leading market position with its investment in

Immostreet. In collaboration with Ringier, we have taken over the jobs platform jobs.ch. Combined with our job

portals alpha.ch, jobsuchmaschine.ch, jobup.ch and jobwinner.ch this provides an excellent starting point in an

important business area for us: the job advert market. In collaboration with our partner at 20 minuti, publisher

Giacomo Salvioni, we were able to invest in the leading online portal tio.ch in Ticino. Following the success-

ful creation of the Luxemburg commuter newspaper L’essentiel in partnership with Editpress, at year-end we

were able to lay the foundation for substantial expansion abroad, thanks to the acquisition of the Danish

commuter paper MetroXpress. We are also making progress in the printing business: since September, the BielerTagblatt has been produced in the Berne printing centre and from April the printing of the Basler Zeitung will

be taken over by us in Zurich.

We should be proud of achieving this dynamic growth under challenging conditions. With net income of

CHF 152 million and a margin of 14%, 2012 was also a financially encouraging year. However, extraordinary

effects once again had a positive inf luence on the income statement. The net income achieved by the ordi-

nary business was some CHF 120 million, while it had been around CHF 160 million in the previous year. Even

though 2011 had been the best financial year in the company’s history, this is still a disappointing perform-

ance. In addition to the strategic steps presented, cost measures were also introduced in order to compensate

for a reduction in the margin. On a positive note, the balance sheet shows that after financing the acquisition

of Edipresse Suisse, Tamedia was again largely debt free at the end of 2012. However, since then we have again

had to borrow substantial funds for the acquisition of jobs.ch. Repayment of these borrowed funds is to be made

in the next two to three years from the current business. Against this backdrop, the Board of Directors will

propose to the General Meeting that a dividend of CHF 4.50 per share be distributed.

This encouraging company growth and positive net income have only been made possible thanks to the

work of our Management Board and our employees. On behalf of the Board of Directors, I would like to extend

my warm thanks to you all. Special thanks go to Martin Kall, who led the operational business from 2002 until

the end of 2012. He was fundamental in optimising our business and setting the course for long-term contin-

ued growth. In so doing, he has laid the foundation for encouraging company growth. He also contributed

greatly to the individual steps along the way. Unfortunately, he has decided to step down after ten years of

service. Martin Kall has left the company in excellent condition. He has left behind a well-prepared successor

in Christoph Tonini, a solid and experienced management team, competent and committed employees, and

a company that occupies a strong position in attractive markets. The Board of Directors will propose to the

General Meeting that it should elect Martin Kall to the Board of Directors. We would be delighted to continue

to work together with him in this new capacity.

It is with regret that we must report the passing of one of the Members of the Board of Directors in the sum-

mer. Charles von Graffenried died a few days before his 87th birthday following a short illness. Throughout

his life, he was an impressive individual with various spheres of inf luence. Indeed, he helped to shape the

Swiss media landscape – as the creator and publisher of the Berner Zeitung, the founder and Chairman of

Espace Media Groupe, the publisher of Bund, a partner in the merger of Espace Media and Tamedia and since

then, a member of Tamedia’s Board of Directors. Already prior to that, he had an impact on Tamedia, advis-

ing my family – formerly the sole and now the majority owner – and coming up with the name Tamedia.

We will always feel indebted to him.

On reaching the end of his term in office, Martin Bachem has decided to leave the Board of Directors. Aged

55 and an economist, he has served as Chairman of the Board of Directors of Ziegler Druck- und Verlags-AG

since 1996 and is a member of the founding family. My colleagues on the Board of Directors and I regret that

he has decided to leave the Board, which he has enriched with his conscientious and skilled work. He has

decided to leave the Board of Directors in order to avoid a conflict of interest as Ziegler Druck- und Verlags-

AG, in which Tamedia holds a 20% share, is taken forward. Our thanks and best wishes go with him.

My cousin Andreas Schulthess has announced his resignation from the Board of Directors. He wishes to pur-

sue a new career path, and so, after six years as a member of the Board, is unfortunately not standing for re-

election to it. I would like to thank him, also on behalf of the Board of Directors, for his great commitment in

a time of fundamental change in the company. We are delighted that he has decided to remain affiliated with

the company as a family shareholder. The Board of Directors will propose to the General Meeting the election

of my cousin Claudia Coninx-Kaczynski as his successor in the Board of Directors. Aged 39 and a lawyer, she

studied at the University of Zurich and the London School of Economics and Political Sciences before carry-

ing out research work at the University of Zurich, after which she led the business of a real estate company as

a member of the Board of Directors. Today her responsibilities also include her role as member of the Board

of Directors of P.A. Media AG, a subsidiary of Swisscontent AG.

Dr. Pietro Supino

Chairman of the Board of Directors


Pietro Supino, Chairman of the Board of Directors, Chairman of the Journalism Committee, Chairman of the Nominat-

ing and Compensation Committee, Chairman of the Business Development Committee Dr. Pietro Supino (CH/I/1965)

has been Chairman and publisher since May 2007. He was elected to the Board of Directors of Tamedia in 1991. Between

1989 and 1998 Pietro Supino gained experience as a lawyer and in business consultancy before founding a private bank

with partners in Zurich. Among other responsibilities, he is currently Chairman of the Board of Directors of Espace

Media AG, Vice Chairman of Tamedia Publications romandes S.A., a member of the Board of Directors of Le Temps SA

and of the Swiss news agency Schweizerische Depeschenagentur AG, as well as Vice Chairman of the Board of the Swiss

Media Association. Pietro Supino completed his studies in law and economics with a doctorate from the University of

St. Gallen. He has also been admitted to the Zurich bar and holds a Masters from the London School of Economics and

Political Sciences. He attended the Columbia School of Journalism in New York, which prepared him well for his future

as a publisher. He has been a member of the Board of Visitors since 2012.

Tibère Adler, Member of the Nominating and Compensation Committee Tibère Adler (CH/1963) has been a member of

the Board of Directors since May 2011. He studied law at Geneva University and subsequently passed his bar examina-

tions. He obtained an Executive MBA from the renowned International Institute for Management Development (IMD)

in Lausanne. Having worked in an independent capacity as a lawyer and legal counsel to the Association of Publishers

for the French-speaking Press, Tibère Adler joined Edipresse in 1993, where he undertook a number of different func-

tions: Legal Advisor, Head of HR Management, Administrative Director, General Secretary, Director of Edipresse Online,

Vice General Manager and General Manager of Edipresse Suisse. From 2005 to mid 2011 he was responsible for the entire

Edipresse Group in the capacity of General Manager (CEO). Tibère Adler sits as an independent member on the boards

of directors of various Swiss companies. He is Chairman of the Swiss Board Institute foundation and Honorary Presi-

dent of Médias Suisses, the association of French-speaking private Swiss media, in Lausanne.

Martin Bachem, Chairman of the Audit Committee Dr. Martin Bachem (CH/1958) joined the Board of Directors in May

2010. He graduated from the University of Zurich with a doctorate in economics and undertook financial training pro-

grammes in New York and Chicago. He began his professional career in 1985 as a capital market specialist with J. P. Mor-

gan. Between 1990 and 1994 he ran the Risk Management Advisory Services department at Swiss Bank Corporation,

before being appointed Chief Operating Officer of Investment Banking Switzerland in 1995. In this role he coordinated

the merger of the investment banks of Swiss Bank Corporation and Union Bank of Switzerland. In 2003 he took over

global responsibility for Group Human Resources at UBS AG in the capacity of Chief Operating Officer. Martin Bachem

has been self-employed since 2007. As a representative of the founding family, he has also been a member of the Board

of Directors of Ziegler Druck- und Verlags-AG since 1985 and Chairman since 1995.

Pierre Lamunière, Member of the Business Development Committee Pierre Lamunière (CH/1950) has been a member

of the Board of Directors since May 2009. After completing his studies in the US (MBA Wharton School, University of

Pennsylvania) Pierre Lamunière joined Edipresse Group in 1977. From 1987, he headed the company as General Man-

ager, and in 1998 he was named Chairman of the Board of Directors and Chief Executive Officer. From 1997 to 2002

Pierre Lamunière served on the Board of Directors of Swiss Post. He is Chairman of Lamunière SA and its subsidiaries.

Pierre Lamunière is also a member of the Management Board of the International Federation of the Periodical Press (FIPP)

where he served as Chairman from 2007 to 2009. Since March 2008, he has been on the Board of Directors of Banque

Cantonal Vaudoise (BCV).

Board of Directors

4 Excerpt from the Annual Report 2012

Pietro Supino Tibère Adler Martin Bachem Pierre Lamunière

Konstantin Richter, Member of the Audit Committee, Member of the Journalism Committee Konstantin Richter

(D/1971) has been a member of the Board of Directors since 2004. After completing his studies in English Literature and

Philosophy in the UK (MA, Edinburgh) and in Journalism in the US (MS, Columbia University), Konstantin Richter

worked as a journalist for English-language publications for several years. He was Assistant Editor at the Columbia Jour-nalism Review in New York and the Cambodia Daily in Phnom Penh, and worked as Staff Reporter for the Wall Street Jour-nal in Brussels. Today he works as a freelance journalist and writer. He is the author of the novels “Bettermann” (2007)

and “Kafka war jung und er brauchte das Geld” (2011) and writes for Die Zeit and Welt am Sonntag.

Iwan Rickenbacher, Member of the Journalism Committee, Member of the Business Development Committee Prof.

Dr. Iwan Rickenbacher (CH/1943) has been a member of the Board of Directors since 1996. He began his professional

career in 1975 as Director of the Teachers’ College of the Canton of Schwyz. From 1988 to 1992, he served as General

Secretary of the Christian Democratic People’s Party of Switzerland (CVP) in Berne. In 1992, he established his own com-

munications consulting firm. In 2000, he was appointed Honorary Professor at the University of Berne. He is a mem-

ber of the Board of Directors of Eskamed AG, Basel, and Chairman of the Board of Trustees of the Lucerne-based Swiss

School of Journalism (MAZ). After obtaining his teacher’s certificate, Iwan Rickenbacher studied educational sciences

and graduated with a doctorate.

Andreas Schulthess, Member of the Audit Committee, Member of the Nominating and Compensation

Committee Andreas Schulthess (CH/1970) has been a member of the Board of Directors since May 2007. He began his

career in 1993 working part-time in the Human Resources Department of Tamedia. After completing his university stud-

ies, he became an IT business consultant in 2000, specialising in new technologies and e-business at Applied Interna-

tional Informatics and Cap Gemini (Switzerland) Ltd. During that time he also worked abroad, including one year in

Vienna, where he built up a new consulting team. After completing his professional training as a coach and subsequent

work experience in the field of management and personal development, he returned to operational human resources.

From 2005 to 2011, he worked in the Human Resources Department of Swiss Life Schweiz AG, where he headed up

Human Resources Management Switzerland. Andreas Schulthess graduated from the University of Zurich in 1999 with

a Master’s degree in economics. He also completed a postgraduate programme, obtaining an Executive Master of Human

Resources Management from the Institute for Applied Psychology in Zurich.


Konstantin Richter Iwan Rickenbacher Andreas Schulthess

Survey


Remarks from the CEO

Well positioned to turn media change into success

Christoph Tonini, Chief Executive Officer

Over the last year Tamedia has continued to expand its activities in digital media and has made a decisive next

step across our borders without losing sight of the core newspapers and magazine business in Switzerland. As

a result of this strategy we have achieved a solid result in a challenging market environment and have cre-

ated sound growth opportunities for the future.

The print advertising market continued to decline in 2012, and job and financial market adverts were par-

ticularly affected by the sluggish pace of the economy. Tamedia’s focus was on maintaining the quality of the

content in the daily newspapers that our readership is accustomed to while countering the decline in sales

and net income by adapting our cost structure. Our strong position in different newspaper markets did, how-

ever, also allow us to launch the bilingual magazine supplements Encore and Auto, and to tap into new sales

potential with the cooperation between SonntagsZeitung and Bund in Berne. At the same time, our media ben-

efited from the economies of scale of a nationally active media group that operates in key service areas such

as newspaper printing. Thanks to these measures, the Print Regional division actually achieved a slight

increase in its result despite experiencing a decline in sales.

In the profitable Print National division, the media dependent on the financial sector in particular suffered

a significant fall in sales. Equally, the ongoing high losses posted by daily newspaper Le Matin, published in

western Switzerland, are a cause for concern. On the other hand, the 20 Minuten media network once again

strengthened its position in the Swiss media market in 2012. Over recent years, the 20 Minuten team was able

to win over readers in western Switzerland with 20 minutes, while also developing the commuter newspaper

market in Luxembourg with L’essentiel. Since the launch of the Italian-language commuter newspaper 20 minutione-and-a-half years ago, 20 Minuten has become the only daily newspaper network in Switzerland to cover

all three major language regions. As our investment in MetroXpress in Denmark shows, we are also prepared

to put our experience in the commuter newspaper market and news websites to good use in other countries.

We firmly believe that the 20 Minuten concept that has proven successful in Switzerland will also meet with

great success in Denmark. If the development of MetroXpress is as successful as we expect, we are likely to

invest further in foreign media markets.


The most important step for Tamedia in 2012,

however, was taken here in Switzerland. In the

autumn, we invested in the leading jobs platform

provider, jobs.ch AG, together with our partners

Ringier. By making this investment in the clear mar-

ket leader and acquiring a significant stake in the

company, we have also been able to gain a foothold

in the most profitable sector of the online classifieds

market. Tamedia and Ringier intend further expand-

ing this market presence in the online classifieds sec-

tor over the coming years. For this reason, we have

integrated the strong platforms we already held,

alpha.ch, jobup.ch and jobwinner.ch into jobs.ch AG.

Homegate.ch has also further consolidated its position

as the market leader in real estate portals by invest-

ing in immostreet.ch. With both homegate.ch and jobs.chwe now occupy a unique position in the Swiss online

classifieds market. The two leading news websites 20Minuten Online and Newsnet, as well as the high-reach

directory platform search.ch, complete our unique

online portfolio.

Despite our impressive position in the user mar-

ket, the Digital business division did not perform as

well as expected. Investments in the expansion of

search.ch and fashionfriends.ch had a negative impact

on earnings, the development of the digital display

advertising market was more sluggish than antici-

pated, and an increasing number of users are access-

ing our news websites via mobile devices. Mobile

advertising, however, is not yet widely used in the

advertising sector. With projects to develop the

mobile advertising market, joint projects at

20 Minuten and the Tages-Anzeiger, the setting-up of

digital payment models for newspaper subscrip-

tions, and the investments in jobs.ch and

immostreet.ch, we are well placed to strengthen

income from the Digital division. And where digital

projects do not meet our targets, we respond quickly

and take the appropriate actions, as was the case

with the deals platform scoup.ch last year.

In the autumn, Rolf Bollmann, who had been a

member of the Management Board since 2005 and

responsible for our media in Zurich since 2008,

decided to take on a new challenge as CEO of Basler

Zeitung Medien. I would like to express my sincere

thanks to him for his successful commitment at

Tamedia. At the start of the year, I had the pleasure

of taking over as Chief Executive Officer from Mar-

tin Kall. Tamedia owes a lot to his successful and tire-

less commitment and without it, our company

would not be as well positioned on the Swiss media

market as it is today. We would also be without

the economic means to independently and

autonomously shape our future. I would like to

thank him for this and also for the close cooperation

that we have enjoyed over the past years. I am happy

to say that he is likely to continue to be involved

with Tamedia as a Member of the Board of Directors.

I would also like to express my thanks to the Tame-

dia Board of Directors for the confidence they have

placed in me with my appointment to CEO, and to

you, the shareholders, for your commitment to

Tamedia.

Christoph Tonini

Chief Executive Officer

Segment information

in CHF 000 2012 2011

Print Regional 546 784 618 199

Print National 421 026 449 241

Digital 148 187 144 270

Eliminations (63 601) (94 519)

Operating revenues 1 052 397 1 117 192

Print Regional (452 268) (519 863)

Print National (323 896) (334 738)

Digital (136 476) (119 440)

Eliminations 63 601 94 519

Operating expenses (849 039) (879 523)



Digital 11 711 24 830

Operating income

before depreciation and

amortisation (EBITDA) 203 358 237 669

Print Regional 17.3% 15.9%

Print National 23.1% 25.5%

Digital 7.9% 17.2%

EBITDA margin 19.3% 21.3%

Management Board


Christoph Tonini, Chief Executive Officer Christoph Tonini (CH/I/1969) has been Chief Executive Officer of Tame-

dia since January 2013. He joined Tamedia in April 2003 as Chief Financial Officer and member of the Man-

agement Board. In recent years he has headed the Services, Newspapers Switzerland, Media Switzerland and

most recently the Digital & 20 Minuten Division, among other responsibilities. He was also Deputy CEO from

2007. Before joining Tamedia, Christoph Tonini held various positions for Ringier between 1998 and 2003.

Ultimately, he held the position of Head of Ringier Hungary and Romania. Christoph Tonini completed an

MBA at St. Gallen University from 2001 to 2003. Prior to that, he completed an apprenticeship in offset print-

ing and studied at the Swiss Engineering School for Printing and Packaging (esig) in Lausanne from 1990 to

1993.

Christoph Brand, Head of the Digital Division Christoph Brand (CH/1969) has been a member of the Management

Board since 1 October 2012 and is responsible for the Digital Division. Formerly CEO of software company

Adcubum, Christoph Brand was CEO of telecommunications firm Sunrise from 2006 to 2010, where he imple-

mented a successful growth strategy. Prior to this, Brand, who studied economics at the University of Berne,

held key positions at Bluewin and Swisscom, lastly as Chief Strategy Officer and member of the Group Exec-

utive Board. In addition to his operational responsibilities, he also served on the boards of directors of Direc-

tories, Cinetrade, Swisscom Mobile and Micronas.

Ueli Eckstein, Head of the Regional Media German-speaking Switzerland Division Ueli Eckstein (CH/1952) has been

a member of the Management Board since September 2009 and is responsible for the Regional Media German-

speaking Switzerland Division. He was previously Deputy CEO and head of AZ Medien’s print media division.

A trained typesetter, Ueli Eckstein had already worked for Tamedia during the period from 1976 until 1997.

After having worked as an accountant for the former Tages-Anzeiger AG, he was, among other activities, a

member of the management board, the manager of the accounting department and director of controlling

and deputy publishing director of the Tages-Anzeiger. From 1995 to 1997, before changing to AZ Medien, Ueli

Eckstein managed the publishing division of the SonntagsZeitung. His education included studies at the Tech-

nical School of the Graphic Arts Industry Zurich (TGZ) and the Controller-Akademie Gauting in Germany.

Marcel Kohler, Head of the 20 Minuten Division Marcel Kohler (CH/1960) has been a member of the Management

Board since January 2013 and is responsible for the 20 Minuten Division. He had previously been CEO of the

20 Minuten media network since 2006. He entered the media industry in 1982 when he joined Schaff hauserBock. From 1985 Marcel Kohler worked in the publishing division of the Neue Zürcher Zeitung for over 20 years.

He initially held the position of key-account manager, before progressing to sales manager, head of advertis-

ing and deputy publishing director. He was also a member of the project team responsible for the launch of

NZZ am Sonntag. He completed sales management training at the Swiss Marketing and Advertising Institute

(SAWI) in Biel as well as further training in systems marketing at the University St. Gallen.

Christoph Tonini Christoph Brand Ueli Eckstein Marcel Kohler


Sandro Macciacchini, Head of the Finances Division Sandro Macciacchini (CH/1966) has been a member of the

Management Board since 1 January 2008 and is responsible for the Finances Division. He took over as head

of Tamedia’s Legal Department in 2003. He completed his law studies in 1995, qualifying as an attorney-at-

law and beginning his career at a Berne-based law firm before working as a legal counsel for the Swiss Press

Association until 1999. Sandro Macciacchini completed his dissertation on media law in April 2003. In 2006

he completed CAS training in financial and business accounting, and in 2009 he was awarded a Master of

Advanced Studies Corporate Finance degree.

Serge Reymond, Head of the Publications romandes and Media German-speaking Switzerland Division Serge Rey-

mond (CH/1963) has been a member of the Management Board since 1 May 2011 and is responsible for the

Edipresse Suisse Division. With effect from the start of 2012, he also took on responsibility for the Media Ger-

man-speaking Switzerland Division, which was newly created at that time. Serge Reymond studied mathemat-

ics and economics at Lausanne University, gaining a first degree and an MBA. Prior to joining Tamedia, he

worked for Galenica and the Swatch Group, among others, before taking on the management of the kiosk

retail and distribution company Naville-Détail based in western Switzerland in 1997. In 2007 Serge Reymond

was appointed as the CEO of the entire Naville Group. Serge Reymond joined the Edipresse Group as deputy

chief executive officer in 2009, taking on the role of CEO of Edipresse Suisse (Tamedia Publications roman-

des) with effect from 1 June 2009.

Andreas Schaffner, Head of the Publishing Services Division Andreas Schaffner (CH/F/1963) has been a member

of the Management Board since 1 November 2009 and is responsible for the Publishing Services Division. In

this position he is responsible for the three printing centres in Berne, Lausanne and Zurich, as well as the areas

preliminary services, publishing logistics and reader-market services. After completing a bookbinder appren-

ticeship, Andreas Schaffner acquired professional and management experience in the graphic arts industry

prior to studying engineering at the Ecole Suisse d’Ingénieur des Industries Graphiques in Lausanne. In 1995

he joined Ringier as a project manager, where he headed various services and printing areas before becoming

CEO of Ringier Print Adligenswil in 2005. Andreas Schaffner, who successfully completed a part-time Execu-

tive MBA, was a member of the Ringier Switzerland Management Board from 2007 to 2009.

Serge Reymond Andreas SchaffnerSandro Macciacchini


Organisation Chart (Status 1 January 2013)

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Annual Report 2012

12

Table of contents

Operational reporting and market conditions 13

Market assessment 13Segment reporting in overview 15

Print Regional 15Print National 19Digital 22

The business divisions at a glance (exhibit) 25

Financial reporting 26

Financial overview 26Changes in the group of consolidated companies 27Revenues (operating revenues) 28Operating expenses 28Operating income before depreciation and amortisation (EBITDA) 29Balance sheet and shareholders’ equity 30

Multi-year comparison 33

Information for investors 34

Tamedia Group 36

Consolidated income statement 36Consolidated statement of comprehensive income 37Consolidated balance sheet 38Consolidated cash flow statement 39Statement of changes in equity 40Notes to the consolidated financial statements 41

Consolidation and measurement principles 41Notes to the consolidated income statement, balance sheet,statement of cash flows and statement of changes in equity 51Further disclosures in relation to the consolidated financial statements 88

Report of the statutory auditors 101

Tamedia AG 103

Income statement 103Balance sheet 104Notes to the annual financial statements 106

Basic principles 106Notes 107

Proposed appropriation of profit by the Board of Directors 110Report of the statutory auditors 111

Corporate Governance 113

Group structure and shareholders 113Capital structure 116Board of Directors 117Management Board 121Compensation report: Compensation, shareholdings and loans 121Shareholders’ rights 122Changes of control and defensive measures 123Statutory auditors 124Information policy 125


Market assessment

No growth in advertising market in 2012; Print continues to fall

The Swiss economy was dominated last year by the fall-out from the economic crisis in the

eurozone and by the strength of the Swiss franc. With GDP growth of 1.0 per cent, the

Swiss economy was, however, able to more than hold its own by international standards.

Whilst private consumption, capital expenditure and imports developed positively,

exports and public spending stagnated. The construction industry recorded a significant

fall in performance. The mid-year unemployment rate was 2.9 per cent, slightly higher

than the previous year’s figure of 2.8 per cent. The jobless figures reached their lowest

level of 2.7 per cent in June 2012, after an easing of the situation on the labour market

during the first six months. They subsequently rose again steadily, reaching their highest

level for 2012 at 3.3 per cent in December.

The Swiss advertising market stagnated last year. According to Media Focus, a joint ven-

ture between GfK Switzerland and Nielsen, gross advertising exposure, which is simply an

expression of published prices and does not include discounts, fell by 0.1 per cent. Increas-

ing advertising exposure was recorded by the tobacco (+22 per cent), cosmetics and per-

sonal care (+13 per cent) and IT and office supplies (+11 per cent) segments. In contrast,

particularly negative trends were recorded by telecommunications (–13 per cent), enter-

tainment electronics and photography (–12 per cent) and clothing and linens (–10 per

cent). The two major retailers Coop and Migros again remained by far the largest advertis-

ers in Switzerland in 2012.

Newspapers and magazines still hold the largest share of the advertising market, with

49 per cent, although there was another drop in market share compared with the previ-

ous year (52 per cent). Meanwhile, television was able to make further gains. Accounting

for a market share of 32 per cent, television continued to occupy second place, as in pre-

vious years (2011: 30 per cent), followed by outdoor advertising, which accounted for 11

per cent (2011: 10 per cent). Classic online advertising accounted for 3 per cent of gross

advertising exposure, as in the previous year. The reported figures for online advertising

again do not include spending on search engine optimisation or classified advertisements,

which recorded a further rise.

Advertising statistics from WEMF AG für Werbemedienforschung, which are based on

net advertising revenues as reported by the media companies and thus ref lect actual mar-

ket developments more reliably, show a decline of 11 per cent. Advertising sales fell across

all forms of print media. Particularly hard hit were the financial and business press (–15

per cent) and the general interest and daily press (–12 per cent in each case). The tense

situation on the labour market was ref lected in the job advertisements market. The num-

ber of job advertisements placed in the Swiss press decreased by 26 per cent according to

advertising statistics provided by WEMF. At the same time, this sharp drop highlights the

structural change affecting the job advertisement segment. Whilst the overall market for

job advertisements stagnated according to the Adecco Swiss Market Job Index, the num-

ber of advertisements being placed on internet portals rose by 6 per cent.

The State Secretariat for Economic Affairs (SECO) and the leading economic forecasters

expect to see a moderate upturn in the economic environment over the current year. The

Operational reporting and market conditions

jobless figures, however, can be expected to rise slightly. On this basis, Tamedia is expect-

ing an ambivalent year for the Swiss advertising industry, with no turnaround anticipated

until the end of 2013 at the earliest.

Operational reporting and market conditions


DailiesRegionalweeklies

Sundaypress

Financial andbusiness

pressPublicpress

Specialinterest

Professionalperiodicals Total Print

Net advertising expenditure Print 2012

in CHF mill. 2011 2012

1575

1350

1125

900

675

450

225

0

767

45 41

159 147

45 38

375331

49 46 68 64

Source: Inseratestatistik WEMF AG für Werbemedienforschung

1613

873

1434


Segment reporting in overview

Print Regional

Media performance in the Print Regional business division was dominated in the year under

review by falling income from print advertising. Nevertheless, thanks to the successful

new strategies of various media offerings and measures to improve efficiency, income fell

only slightly compared with the previous year.

The daily newspaper 24 heures, published in western Switzerland, celebrated its 250th

anniversary in 2012. The highlight of the anniversary celebrations was the spectacular “Le

Mur du Son” staged in September in Lausanne. Sales and income at the newspaper were

down during the reporting year. The readership figures for this traditional Vaud newspa-

per, however, grew slightly.

The total circulation of BZ Berner Zeitung, encompassing BZ Berner Zeitung, BZ LangenthalerTagblatt, TT Thuner Tagblatt, BO Berner Oberländer and Der Bund, recorded a strong level of

income despite falling sales. In July 2012, the BZ Berner Zeitung group was strengthened by

the addition of the leading Oberaargau daily, BZ Langenthaler Tagblatt. The circulation and

readership figures for all of the BZ Berner Zeitung publications increased slightly on a year-

on-year basis.

The Berne-based daily Der Bund experienced a significant fall in sales in the 2012 finan-

cial year. Thanks, however, to lower production and distribution costs combined with

higher sales from subscriptions, income fell only slightly. Through a new cooperation

project with SonntagsZeitung launched in September, content has been considerably

improved.

During the year under review the job supplements Alpha and Stellen-Anzeiger were unable

to avoid the effects of a negative Swiss labour market or of the continuing shift in favour

of the internet for advertising job vacancies. This caused sales and income to fall sharply.

The Tages-Anzeiger editorial team launched a single editorial team for all of its publica-

tions during the reporting year with the Newsnet news portal editorial team. The project is

scheduled for completion by mid-2013. The aim of this new, converged organisational

structure is to offer Tages-Anzeiger readers attractive news content as part of a multimedia

package. The in-depth approach and background knowledge of the daily will be combined

with the speed of response provided by online articles. Tages-Anzeiger was another publi-

cation that suffered from the fall in print advertising during the year under review.

Income levels improved, however, thanks to measures designed to improve efficiency,

such as the realignment of regional reporting. The Tages-Anzeiger again attracted more

readers than in the previous year. The entertainment magazine Züritipp also surpassed

expectations, recording a significant level of sales and income growth.



BERNS WOCHENZEITUNG

The daily newspaper Tribune de Genève performed well in 2012 despite falling sales and

was able to end the year in the black, following a loss-making previous year. This positive

development can be attributed in particular to savings in production costs. Overall, how-

ever, income levels continued to be clearly unsatisfactory. Compared with the previous

year, the readership figures for the Geneva-based daily were stable.

The daily newspapers Zürcher Unterländer and Neues Bülacher Tagblatt have been under the

same journalistic management as the Zürichsee-Zeitung since early 2012. Whilst the read-

ership fell slightly, both publications have had stable circulation figures. The losses made

by Zürcher Unterländer and Neues Bülacher Tagblatt were reduced thanks to a new editorial

strategy and lower production costs, despite falling sales.

The Zürichsee-Zeitung, which in addition to three regional editions also encompasses the

local newspapers Sihltaler and Thalwiler Anzeiger, significantly increased its earnings dur-

ing the year under review. Sales were down over the same period. The withdrawal from

the market of the regional editions of Tages-Anzeiger, which had previously taken on board

some of the regional reporting of the Zürichsee-Zeitung, strengthened the daily’s position as

the leading publication in the region.

The Bernerbär and Bümpliz Woche publications only just met the targets set for them, in

what was a difficult market environment. The Tagblatt der Stadt Zürich newspaper

increased its earnings last year thanks to higher than expected advertising revenues.

Meanwhile, the Furttaler, Glattaler and Rümlanger publications improved their income lev-

els, again thanks to savings in IT and overheads. The circulation figures for the weekly

newspapers La Broye and Le Régional grew during 2012, whilst falling sales had a negative

impact on income. The weekly publication Journal de Morges produced a special supple-

ment devoted to an international wine festival, Arvinis, for the first time in 2012 and

entered into new media partnerships. Sales and income exceeded expectations.

The three newspaper printing facilities Centre d’Impression Lausanne, Druckzentrum Bern

and Druckzentrum Zürich unified their brand during the reporting year. By cutting print-

ing costs, these printing facilities considerably eased the strain on Tamedia’s regional and

national daily and weekly newspapers. New orders from third parties resulted in higher

utilisation levels. Consequently, the printing facilities exceeded their sales and income tar-

gets for the year.

Revenues (operating revenues) recorded by the Print Regional Division in 2012 fell by 8.9

per cent to CHF 484.3 million (previous year: CHF 531.8 million). The fall in sales can be

attributed in the first instance to falling commercial advertising income and the collapse

of job advertising business. The division’s operating income before depreciation and amor-

tisation (EBITDA) fell by only CHF 3.9 million to CHF 94.5 million (previous year: CHF 98.3

million) thanks to efficiency-improvement measures. The EBITDA margin, at 17.3 per

cent, was thus considerably higher than in the previous year (15.9 per cent).


Readership figures

Title MACH 2012-2 1 MACH 2011-2 1 Change

20 Minuten 1 397 000 1 379 000 1.3%

20 Minuten Friday 444 000 433 000 2.5%

20 minutes 507 000 461 000 10.0%

20 minuti 70 000 –

24 heures, total issue 233 000 223 000 4.5%

Annabelle 315 000 323 000 –2.5%

Bernerbär 98 000 –

Bilan 101 000 95 000 6.3%

BZ Berner Zeitung, total issue incl. Der Bund 364 000 353 000 3.1%

Das Magazin 769 000 776 000 –0.9%

Femina 371 000 403 000 –7.9%

Finanz und Wirtschaft 100 000 108 000 –7.4%

GuideTVCinéma 2 211 000 256 000 –17.6%

Le Matin 245 000 266 000 –7.9%

Le Matin Dimanche 502 000 526 000 –4.6%

Le Régional 77 000 76 000 1.3%

Le Temps 115 000 119 000 –3.4%

Schweizer Familie 732 000 749 000 –2.3%

SonntagsZeitung 738 000 758 000 –2.6%

Tagblatt der Stadt Zürich 133 000 126 000 5.6%

Tages-Anzeiger 514 000 508 000 1.2%

Télétop Matin 391 000 442 000 –11.5%

Tribune de Genève 136 000 138 000 –1.4%

TVtäglich 620 000 954 000 –35.0%

Zürcher Oberländer 70 000 66 000 6.1%

Zürcher Unterländer 46 000 48 000 –4.2%

Zürichsee-Zeitung 72 000 75 000 –4.0%

Source: WEMF, MACH Basic 2012-2/2011-21 Relates to readership figures: Survey period June to end of July2 Formerly TV Guide, Guide Loisirs from 2009, now GuideTVCinéma



Circulation

Title Circulation 2012 1 Circulation 2011 1 Change

20 Minuten 495 211 496 205 –0.2%

20 Minuten Friday 185 081 174 431 6.1%

20 minutes 202 892 203 407 –0.3%

20 minuti 34 045 36 000 2 –5.4%

24 heures 71 957 75 796 –5.1%

Annabelle 70 113 70 123 –0.0%

Bantiger Post 22 182 22 216 –0.2%

Berner Oberländer 19 824 20 855 –4.9%

Bernerbär 100 485 105 752 –5.0%

Bilan 13 767 13 111 5.0%

Bümpliz Woche 22 200 22 046 0.7%

BZ Berner Zeitung, total issue 3 173 684 174 162 –0.3%

BZ Langenthaler Tagblatt 15 022 8 152 84.3%

Das Magazin 411 277 433 172 –5.1%

Der Bund 49 725 50 231 –1.0%

Femina 160 098 175 077 –8.6%

Finanz und Wirtschaft 28 566 29 517 –3.2%

Furttaler 15 116 14 795 2.2%

GuideTVCinéma 148 340 156 482 –5.2%

Journal de Morges 6 061 6 043 0.3%

La Broye 9 144 9 388 –2.6%

L’essentiel 4 95 676 94 707 1.0%

Le Matin 55 299 57 107 –3.2%

Le Matin Dimanche 160 999 175 951 –8.5%

Le Régional 119 115 116 422 2.3%

Le Temps 41 531 42 433 –2.1%

Rümlanger 3 731 3 655 2.1%

Schweizer Bauer 31 290 30 841 1.5%

Schweizer Familie 186 594 186 588 0.0%

Sihltaler 1 733 1 839 –5.8%

SonntagsZeitung 175 882 182 129 –3.4%

Tagblatt der Stadt Zürich 131 578 136 625 –3.7%

Tages-Anzeiger 188 602 195 618 –3.6%

Télétop Matin 159 259 175 644 –9.3%

Thalwiler Anzeiger 3 910 4 324 –9.6%

Thuner Tagblatt 21 402 22 456 –4.7%

Tribune de Genève 48 688 51 487 –5.4%

Zürcher Oberländer 32 196 33 663 –4.4%

Zürcher Unterländer 19 878 20 297 –2.1%

Zürichsee-Zeitung 36 226 38 853 –6.8%

Source: WEMF, Circulation bulletin1 Survey period from 1 July to 30 June.2 Print run according to publisher’s statement3 Berner Zeitung, total issue incl. separately recognised publication Der Bund4 Circulation distribution according to CIM, Centre d’Information sur les Médias

In the case of free publications, the number shown is the number of free copies circulated.In the case of publications for which a charge is made, the total number of copies sold is reported.


Print National

The Print National business division was also challenged by the state of the print advertis-

ing market, which was down overall and which, particularly in the case of media depend-

ent on the financial sector, had a major impact. Introducing new national supplements

enabled additional advertising segments to be captured. Earnings recorded by the Print

National division remained at a high level despite falling slightly.

The editorial teams of the commuter newspaper 20 Minuten and the news platform

20 Minuten Online in German-speaking Switzerland were placed under joint management

in September of last year. This step had been preceded in the spring by the creation of a

joint sales structure for the commuter newspaper and news platform. The readership and

circulation figures for the commuter newspaper, which is produced in German-speaking

Switzerland with five regional editions in total, were stable over the reporting period. In

contrast, lower advertising income compared with the previous year led to falling sales

and earnings.

In French-speaking Switzerland, the commuter newspaper 20 minutes achieved a signifi-

cant rise in its readership coupled with stable circulation figures. Advertising revenues for

20 minutes fell last year. Earnings nevertheless remained stable at a high level, which can

be attributed to the optimisation of distribution and production costs in particular.

The Ticino commuter newspaper 20 minuti made a profit in the first year since its initial

launch. In August 2012 the 20 Minuten media network invested in the leading Ticino news

platform tio.ch, with which the commuter newspaper 20 minuti has been working closely

since its launch.

The free people magazine 20 Minuten Friday repositioned itself on the reader market dur-

ing the reporting year. It was given a new calmer look, with subtle adjustments to the edi-

torial concept being introduced. Both the readership and the reach of the magazine rose

slightly. Cost-saving measures contributed to improved earnings compared with the pre-

vious year, despite sales being slightly lower than expected.

In 2012 the commuter newspaper L’essentiel, published jointly with the Luxembourg

media house Editpress, was able to match the impressive results recorded during the pre-

vious year. There was again significant growth in the readership of L’essentiel, up to 193,000

readers per day. Luxembourg’s second commuter newspaper, previously a competitor of

L’essentiel, ceased publication towards the end of the reporting year.

The women’s magazine Annabelle experienced a fall in advertising revenues and earnings

last year. It maintained its leading position in the user market, despite the fact that read-

ership figures dipped slightly on a year-on-year basis. The annabelle.ch website was given a

new look in October 2012 and focused more clearly on its readers’ needs.



The French-language business magazine Bilan, a new addition to Tamedia in the spring,

was taken into account for the first time during the reporting year. The problems on the

financial markets resulted in this business publication missing its sales and earnings tar-

gets in what was a very negative market environment. However, the readership figures for

the magazine were up slightly. As of this year, Bilan now has a new design and a revised

editorial concept.

Finanz und Wirtschaft was also hit by the major fall in advertising spending by the finan-

cial industry, with both its sales and earnings falling substantially during the past finan-

cial year. In order to get Switzerland’s leading investor publication back on an economi-

cally sound foundation, measures to cut production and editing costs were introduced

during the second half of the reporting year. The new digital offering from Finanz undWirtschaft, launched in summer 2012, put in a positive performance.

The Saturday supplement GuideTVCinéma was relaunched under a new name last year.

Enclosed with the daily newspapers 24 heures, Tribune de Genève and, since December 2012,

La Liberté, the magazine now reports in greater detail on entertainment and film news in

particular. Despite advertising revenues remaining low, GuideTVCinéma was able to reduce

its ongoing losses during the year under review.

The weekend supplement Das Magazin succeeded in defending its strong position on the

advertising market during the reporting year and in maintaining its income levels for the

greater part. Its circulation figures were down by around 20 000 copies, due to reductions

in the circulation of the newspapers in which it is enclosed. It is gratifying to note that,

despite the fall in circulation, the high readership of Das Magazin remained more or less

unchanged.

The daily newspaper Le Matin in western Switzerland was unable to meet its targets dur-

ing the year under review. Whilst targeted measures to improve efficiency enabled costs

to be cut, a fall in advertising income meant that it was not possible to offset the losses of

recent years. The readership figures fell slightly, although Le Matin remained the daily

with by far the widest reach in French-speaking Switzerland.

Le Matin Dimanche, published in western Switzerland with its supplements Télé Top Matin,

Femina and Encore, met its high income expectations last year. The lifestyle supplement

Encore, which had been successfully launched in 2011, was developed into a national fash-

ion supplement during the year under review, and is now also included in SonntagsZeitungin a German-language version.

Schweizer Familie recorded a slight fall in advertising revenues last year, with sales income

remaining stable. Nevertheless, measures to improve efficiency allowed the previous

year’s income level to be surpassed once again. Another welcome development during

2012 was the renewed rise in readership compared with the previous year.


The research desk initiated by SonntagsZeitung and run jointly with Le Matin Dimanche was

already having a positive impact on the paper’s reporting during the year under review.

Since September 2012, SonntagsZeitung has been appearing in the Berne region in collab-

oration with the daily Der Bund with an increased circulation. In 2012 this offer is also

going to be offered to subscribers to Basler Zeitung. Despite a declining advertising market,

SonntagsZeitung succeeded in maintaining its advertising revenue and in matching the pre-

vious year’s gratifying result.

The luxury goods and watch magazine Tribune des Arts has been included in the Tamedia

financial statements for the first time. The regular supplement enclosed with Tribune deGenève devoted to articles on watchmaking, jewellery, precious stones and art met its sales

and income targets last year.

The circulation and readership of the TV listing magazine TVtäglich, produced by Tame-

dia together with Ringier, both fell during the year under review due to the falling circu-

lation of the newspapers with which it is sold. Nevertheless, it managed to largely main-

tain its advertising revenue and income levels.

Revenues (operating revenues) recorded by the Print National Division in 2012 fell by 6.0 per

cent to CHF 420.3 million (previous year: CHF 447.4 million). Operating income before

depreciation and amortisation (EBITDA) declined by 15.2 per cent to CHF 97.1 million (pre-

vious year: CHF 114.5 million). The EBITDA margin, at 23.1 per cent, remained high but

was slightly lower than that of the previous year (25.5 per cent).



Digital

Media performance in the Digital business division was dominated last year by the disap-

pointing performance of the display advertising market and an increasing shift towards

the use of mobile devices. In this regard, the development of commercialisation for mobile

use continues to lag a long way behind more traditional digital content, as regular web-

sites.

The 20 Minuten Online news platform again recorded strong increases in its visitor figures,

in both German-speaking and French-speaking Switzerland. Advertising sales grew fur-

ther during the reporting year, but were still below expectations. The main reason for this

muted performance lies in the unsatisfactory provision of appropriate smartphone and

tablet commercialisation. Additional spending relating to the expansion of online editing

and technology placed a strain on earnings, which fell substantially compared with the

previous year.

The car4you.ch site greatly expanded its functionality during the year under review. Pri-

vate individuals can now place adverts free of charge and the process has been made much

simpler. These innovations resulted in the number of vehicles listed on the portal exceed-

ing 80 000 for the first time in autumn 2012. car4you.ch did not achieve its sales targets

and again posted a loss for the reporting year due to its high levels of investment.

The Swiss real estate platform homegate.ch successfully defended its leading position on

the property advertisements market during 2012 thanks to significant growth in the num-

ber of properties being advertised. By acquiring a 20 per cent stake in immostreet.ch, home-gate.ch has further expanded its market leadership and now occupies a leading position in

the majority of Switzerland’s regional markets. This gratifying development was also

ref lected in growing sales and income figures for 2012.

The online shopping club FashionFriends was included for the first time during the report-

ing year. Tamedia increased its holding in this platform, which specialises in heavily dis-

counted offers on premium fashion and accessories brands, to 65 per cent on 1 October

2012, and therefore now holds a majority interest. FashionFriends posted significant growth

in its sales and user figures during the past year but did not meet its ambitious targets in

a market environment characterised by intense competition.

In 2012 the Tamedia Group and the Ringier media house announced their acquisition of

jobs.ch Holding AG, the operator of Switzerland’s jobs platform with the greatest reach,

jobs.ch. Following the takeover of jobs.ch Holding AG with effect from 30 November 2012,

Jobup AG, which was previously owned by Tamedia alone, will be merged with retroac-

tive effect into jobs.ch Holding AG as of 1 January 2013. The jobs platforms alpha.ch, ictca-reer.ch, ingjobs.ch, jobup.ch, jobs4finance.ch, jobs4sales.ch, jobsuchmaschine.ch, jobwinner.ch, med-talents.ch, stellen.ch and topjobs.ch now all belong to jobs.ch, which also holds a 49 per cent

stake in the leading Austrian provider karriere.at.


Since the beginning of 2012, Newsnet – as well as including the news platforms of

baslerzeitung.ch, bernerzeitung.ch, derbund.ch and tagesanzeiger.ch – has also included the

news portals of 24heures.ch, lematin.ch and tdg.ch in French-speaking Switzerland. This

means that, for the first time, advertising clients can target both linguistic regions through

one booking. In terms of content, new additions include a bilingual political blog. This

enables media professionals, politicians and experts to enter into a dialogue with readers

in both French and German-speaking areas. User numbers and sales developed positively

during the reporting year, but the expectations in terms of commercialisation were not

able to be met. The high level of investment needed in the editorial team and in sales pro-

motion contributed to a loss.

The news portal lessentiel.lu increased its advertising sales during the past year and gen-

erated positive income for the year as a whole for the first time. The user figures for lessen-tiel.lu increased by more than one third over the reporting period.

The small ads portal piazza.ch was completely redesigned at the end of last year and also

separated from the 20 Minuten media network. Since then, piazza.ch has managed to posi-

tion itself as an independent brand again. High levels of investment in what is a fiercely

competitive market for small ads resulted in a loss being recorded for the reporting period.

The leading Swiss directory platform search.ch, operated jointly by Tamedia and Swiss

Post, achieved a major milestone in the history of Swiss internet usage last year. For the

first time in Switzerland, more than 2.1 million people visited a single website in the space

of one month. The sales team was expanded further during 2012, again generating a con-

siderable increase in sales but, as expected, with a negative impact on income.

The dating platform swissfriends.ch recorded stable sales and income. At the end of the

reporting period Tamedia decided to cease its involvement with swissfriends.ch for strate-

gic reasons, handing the operation over to the platform’s managing director.

The nightlife platform tilllate.com, which forms part of the 20 Minuten media network,

heavily expanded its editorial reporting during 2012 and also launched a new iPhone app.

Mobile use of the platform subsequently grew significantly. Compared with the previous

year, user numbers were up by almost 60 per cent, and the platform was also able to

expand its leading market position. Sales developed slightly less well than expected.

Revenues (operating revenues) from third parties recorded by the Digital business division

rose by 7.1 per cent in 2012 to CHF 147.8 million (previous year: CHF 138.0 million). Fac-

tors contributing to sales growth included the first-time consolidation of jobs.ch and the

development of the search.ch directory platform. High levels of investment in the further

development of digital marketplaces and news platforms and the unsatisfactory develop-

ment of the online advertising market placed a burden on operating income before depre-

ciation and amortisation (EBITDA), which duly fell by 52.8 per cent to CHF 11.7 million

(2011: CHF 24.8 million). The EBITDA margin, at 7.9 per cent, was significantly down on

the previous year (17.2 per cent).



Reach

Websites NET-Metrix-Profile 1 NET-Metrix-Profile 1 Change

2012-2 2011-2

20 Minuten Online 1 896 000 1 463 000 29.6%

20minuten.ch 1 532 000 1 165 000 31.5%

20minutes.ch 487 000 282 000 72.7%

tio.ch 153 000 111 000 37.8%

Bilan 28 000 18 000 55.6%

fuw.ch 33 000 22 000 50.0%

homegate.ch 868 000 701 000 23.8%

lessentiel.lu 2 469 526 354 654 32.4%

Newsnet Bern 377 000 304 000 24.0%

bernerzeitung.ch 276 000 245 000 12.7%

derbund.ch 170 000 109 000 56.0%

Newsnet WCH 555 000 3

24 heures.ch 264 000 233 000 13.3%

LeMatin.ch 343 000 318 000 7.9%

tdg.ch 255 000 209 000 22.0%

PoolFéminin 208 000 3

annabelle.ch 82 000 81 000 1.2%

femina.ch 72 000 65 000 10.8%

schweizerfamilie.ch 71 000 49 000 44.9%

search.ch 2 063 000 1 704 000 21.1%

sonntagszeitung.ch 76 000 57 000 33.3%

tagesanzeiger.ch 893 000 737 000 21.2%

tilllate.ch 332 000 209 000 58.9%

Source: NET-Metrix AG, NET-Metrix-Profile Unique User (persons) per month1 Survey period from 1 April to 30 June of the respective year2 Survey by CIM metriweb or CIM Spring from November 20123 First survey



1225

1050

875

700

525

350

175

0

Print Regional Print National Digital Total

Revenues third parties by segment

484532

447420

138 148

Exhibit 1

1117

1052


245

210

175

140

105

70

35

0

Print Regional Print National Digital Total

EBITDA by segment

9598

115

97

25

12

Exhibit 2

238

203

25


Financial overview

Accounting standards

The revised standards (IFRS) IAS 12 “Income Taxes” (amended) and IFRS 7 “Financial

Instruments: Disclosures” (amended) were to be applied for the first time in the 2012

financial year. Their first-time application did not lead to any significant changes in the

consolidation and measurement principles or in the net assets and earnings position.

The new and revised standards and interpretations to be applied to the 2013 consolidated

financial statements are not being applied earlier than required. Based on an assessment

of these standards, the following influencing factors should be considered in particular:

–IAS 19 “Employee Benefits” (amended)

The changes to IAS 19 “Employee Benefits” mean that the expected return on plan assets

is no longer calculated on the basis of an estimated rate of return on assets. Instead, the

discount rate is now used to calculate the net present value of obligations under defined

benefit plans. This means that net plan liabilities/net plan assets are now only subject

to interest at the discount rate. Based on an assessment as of 31 December 2012, Tame-

dia estimates that retrospective application of this method with effect from 1 January

2012 results in personnel expense that is CHF 1.3 million higher and net financial

return that is some CHF 14.2 million lower than the figure disclosed as of 31 December

2012. Additionally, equity as of 31 December 2012 (without taking taxes into account)

is increased by CHF 12.8 million due to past service cost not yet recognised.

–IFRS 11 “Joint Arrangements”

Under the new standard, proportionate consolidation, as currently applied, is no longer

permitted. Companies previously subject to proportionate consolidation will now be

included at their pro rata equity values as “Investments in associated companies / Joint

ventures”, and the share of net income will be reported net as “Share of net income of

associated companies / Joint ventures”. Tamedia expects the application of this new

standard to result in revenues for 2012 being approximately CHF 34.3 million lower

compared with the figures published as of 31 December 2012, with EBITDA down by

CHF 2.6 million and EBIT some CHF 1.8 million lower. No effect on net income is

expected.

Change in presentation / restatement of prior year figures

It is part of Tamedia’s business strategy to acquire non-controlling interests in companies

with an economic future before proceeding to actively support and promote the develop-

ment of these companies in cooperation with the other shareholders.

If a company merger takes place over several stages (step up acquisition), shares held to

date in an associated company are revalued at their fair value at the time of control being

passed and the resulting gain or loss is recognised in the income statement. It is possible

that an associated company might not develop as planned, resulting in the need for an

impairment. In the interests of a transparent and meaningful accounting, any fair value

adjustments pursuant to IFRS, in either a successful or an unsuccessful case, should be

included in other operating income.

For this reason, Tamedia has decided that any revaluation gains or losses in respect of

step up acquisitions will in future be disclosed in other operating revenues. As a result of

the change in presentation, the gain posted in financial income in 2011 was reclassified

from revaluation gains.

Financial reporting


Changes in the group of consolidated companies

Acquisitions

With effect from 30 November 2012, Tamedia AG and the Ringier media house acquired a

100 per cent stake in jobs.ch Holding AG. Tamedia and Ringier will each hold a 50 per cent

share in the company. With retrospective effect from 1 January 2013, Tamedia will incor-

porate its online job advertisement subsidiary Jobup AG into the partnership. Tamedia and

Ringier have agreed on a control option that enables Tamedia to carry out its consolidation

pursuant to IFRS.

On 1 October 2012 Tamedia AG acquired a further 20 per cent share in FashionFriends

AG, increasing its holding from 45 per cent to 65 per cent. This increase in its holding gives

Tamedia overall control of FashionFriends AG, which has been included in the group of

consolidated companies since 1 October 2012. Other smaller acquisitions during the 2012

financial year included the business publication Bilan, the magazine Tribune des Arts and

the Langenthaler Tagblatt newspaper.

Further details on these transactions can be found in Note 1 of the Notes to the consol-

idated financial statements.


1050

900

750

600

450

300

150

0

Mediarevenues

Printingrevenues

Other operatingrevenues

Total operatingrevenues

Operating revenues

962

1019

55 54 44 36

Exhibit 3

1117

1052


Disposal of consolidated companies

The TV activities TeleBärn and TeleZüri were sold to AZ Medien AG with effect from 4 Janu-

ary 2012. At the same time, Tamedia sold its 100 per cent stake in Belcom AG, the mar-

keting organisation in which the sales teams of Radio 24 and TeleZüri are bundled, to AZ

Medien AG. The radio broadcaster Capital FM was sold to Zürichsee Media AG with effect

from 27 April 2012, and Radio 24 AG was sold to BT Holding AG with effect from 12 July

2012.

On 30 September 2012 Tamedia sold its investment in Terre & Nature SA, representing

a 98 per cent stake, to Multimedia Gassmann AG. The sale of the 49 per cent stake in

Schweizer Bauer to Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern (OGG)

took place on 12 December 2012.

Revenues (operating revenues)

Tamedia’s revenues (operating revenues) fell by 5.8 per cent or CHF 64.8 million to CHF

1,052.4 million. While changes in the group of consolidated companies contributed to an

increase in revenues of CHF 8.8 million, existing activities resulted in a drop of CHF 73.6

million. Further information on revenues can be found in the segment reporting for each

business division.

In April 2011 Tamedia decided to end its involvement in radio and TV broadcasting, as

well as in specialist mobile and agricultural media. Until their disposal, these activities

were reported as discontinued operations. Discontinued operations generated revenues of

CHF 13.2 million in 2012 (previous year: CHF 61.8 million). As of 31 December 2012 there

were no further discontinued operations.

Financial reporting


1050

900

750

600

450

300

150

0

Costs of materialand services

Personnelexpenses

Other operatingexpenses

Total operatingexpenses

Operating expenses

166177

415 404

288 279

Exhibit 4

880849


Operating income before depreciation and amortisation (EBITDA)

Operating income before depreciation and amortisation (EBITDA) decreased by CHF 34.3

million or 14.4 per cent to CHF 203.4 million. The EBITDA margin fell from 21.3 per cent

in the previous year to 19.3 per cent in 2012. The separately disclosed discontinued oper-

ations show a profit of CHF 0.8 million at the EBITDA level (previous year: CHF 10.2 mil-

lion).

Operating income (EBIT) was down by 20.9 per cent or CHF 37.8 million to CHF 143.0

million, while the EBITDA margin fell from 16.2 per cent in the previous year to 13.6 per

cent.

Net income

The reported net income for 2012 of CHF 152.0 million was 15.0 per cent or CHF 26.8 mil-

lion below the previous year’s figure of CHF 178.8 million. Whilst associated companies

contributed a profit of CHF 6.9 million in the previous year, they accounted for a CHF 4.0

million share of net income during the year under review. Compared with the previous

year, the 2012 figure no longer included the holding in Epsilon SA, which was sold in

2011. The rest of the change was largely attributable to the general deterioration in eco-

nomic conditions.

The financial income grew by CHF 2.3 million to CHF 30.2 million. Net financial income

resulting from the application of IAS 19 declined by CHF 5.1 million to CHF 12.8 million

in the year under review. The adjustment of CHF 18.1 million (previous year: CHF 10.6 mil-

lion) to the expected final instalment of the purchase price for Edipresse Suisse resulted

in an increase in other financial income. Income from the disposal of investments is attrib-

utable to the sale of various small investments. Exchange rate gains were down slightly,

while there was a decline in interest costs as a result of the repayment in the first half of

the year of the purchase price due in connection with the acquisition of Edipresse Suisse.


1225

1050

875

700

525

350

175

0

Operatingrevenues

Operatingexpenses

Operating incomebefore depreciation

and amortisation (EBITDA)

Operating income before depreciation and amortisation (EBITDA)

1052

1117

880849

Exhibit 5

238203


The effective tax rate increased from 17.9 per cent to 22.3 per cent. Income taxes

incurred in prior periods increased in 2012 due primarily to the offsetting for tax pur-

poses of a previously written down investments. The unrecognised deferred tax assets on

tax loss carryforwards are based on the assumption that for incurred losses the earnings

position of the companies in question does not currently make realisation possible. The

impact of deductions for investments and other non-taxable income fell considerably in

2012. This can be explained in particular by substantial write-downs, under commercial

law, of investment carrying amounts (without any deferred tax effects) 2011, which sig-

nificantly reduced the tax expense during the previous year. This one-off effect was partly

offset in 2012, as these investments were sold during the current year, resulting in

expenses that were not deductible for tax purposes from the perspective of consolidation.

Balance sheet and shareholders’ equity

Total assets increased by CHF 339.9 million, rising from CHF 1,741.0 million to CHF

2,080.9 million. Shareholders’ equity increased by CHF 232.6 million to CHF 1,188.3 mil-

lion. Contributory factors, in addition to the income level achieved, included the rise of

CHF 15.9 million in non-controlling interests in equity to CHF 184.3 million. These also

increased by CHF 170.4 million as a result of the acquisition of jobs.ch Holding AG, in

which Tamedia and the Ringier media house each hold a 50 per cent stake. Despite the

good performance of employee benefit plan assets in 2012, the actuarial changes arising

from the application of IAS 19 resulted in a net actuarial loss of CHF 30.2 million (after

deferred taxes) caused by a further reduction in the discount rate. This was recognised in

the statement of comprehensive income. An actuarial loss of CHF 68.4 million was also

reported for the previous year. CHF 59.5 million (a dividend of CHF 5.75 per share) was dis-

tributed to the shareholders of Tamedia AG from the capital contribution reserves. The

company’s equity ratio increased from 54.9 per cent to 57.1 per cent.

Financial reporting


2100

1800

1500

1200

900

600

300

0

Current assets Non-current assets Balance sheet total Liabilities Equity

Balance sheet

325410

1331

1741

2081

785

893

Exhibit 6

956

1188

1756


The current assets of continuing operations decreased by CHF 6.6 million to CHF 316.0

million. Cash and cash equivalents fell by CHF 2.9 million to CHF 111.8 million. Without

the first-time full consolidation of jobs.ch Holding AG, the fall would have been much

greater. The first-time consolidation of jobs.ch Holding AG and of FashionFriends AG

resulted in an increase in trade accounts receivable and inventories. Assets held for sale

decreased by a total of CHF 78.7 million to CHF 8.9 million. This can be attributed to the

sale of radio and TV broadcasters and specialist media (see section on Revenues) and also

to the sale in 2012 of a property included during the previous year.

The increase of CHF 425.2 million or 32.0 per cent in non-current assets was mainly due

to the increase in intangible assets. Changes in the group of consolidated companies

resulted in an increase of CHF 0.9 million in property, plant and equipment. Investments

of CHF 18.0 million in property, plant and equipment were offset by depreciation and

amortisation of continuing operations of CHF 28.7 million. Investments in the equity of

associated companies increased by a net CHF 10.8 million to CHF 104.5 million. The

investments acquired in the associated companies Immostreet.ch SA and TicinOnline SA

and the companies Karriere.at GmbH, Karriere.ch AG and x28 AG taken over in connec-

tion with the acquisition of jobs.ch Holding AG were recognised for the first time in 2012.

The corresponding value of the investment in the associated company FashionFriends AG

is no longer reported due to the latter’s full consolidation. Intangible assets increased by

CHF 425.0 million, from CHF 849.2 million to CHF 1,274.2 million, with the increase pri-

marily attributable to additions of CHF 452.6 million resulting from the change in the

group of consolidated companies relating to publishing and brand rights as well as good-

will. In addition to the intangible assets of FashionFriends AG and jobs.ch, the additions

to the group of consolidated companies comprise publishing and brand rights as well as

goodwill arising from the acquisition of the activities of Bilan, Langenthaler Tagblatt and Tri-bune des Arts. Further details on these transactions can be found in Note 1 of the Notes to


250

200

150

100

50

0

–50

–100

Total comprehensiveincome Dividends paid

Changes ingroup companies

Shares to bedelivered

Other changesin equity

Changesin equity

Changes in equity

113

–42

–62

11

172

31

–

Exhibit 7

112

233

–2

1

121


Financial reporting

the consolidated financial statements. These additions were offset by current depreciation

of CHF 28.6 million and goodwill impairment of CHF 2.3 million. No significant dispos-

als of intangible assets were reported in the year under review.

The current liabilities of continuing operations decreased by CHF 35.7 million to CHF

457.7 million. This fall can be attributed to current financial liabilities and trade accounts

payable, which were down by CHF 69.1 million and CHF 11.8 million respectively, while

the other items increased as a result of changes to the group of consolidated companies.

Liabilities associated with assets held for sale fell by CHF 12.7 million to CHF 0.4 mil-

lion. This is mainly attributable to the sale of radio and TV broadcasters and specialist

media (see section on Disposal of consolidated companies). They currently include

deferred tax liabilities covering the taxes expected in conjunction with the disposal of

properties available for sale.

Non-current liabilities increased by CHF 155.8 million to CHF 434.4 million. The

increase of CHF 108.2 million in non-current financial liabilities to CHF 198.3 million

stems mainly from the shares due over the long term to finance the acquisition of job.ch

Holding AG. The rise in non-current loans payable to third parties resulted from the first-

time inclusion of jobs.ch Holding AG. The decline in other current and non-current finan-

cial liabilities is attributable to the adjustment and repayment of the purchase price due

for the acquisition of Edipresse Suisse. The change in the group of consolidated compa-

nies was the main factor responsible for the rise of CHF 26.7 million in deferred tax liabil-

ities to CHF 134.5 million. Employee benefit assets under IAS 19 fell by CHF 20.4 million

to CHF 92.5 million as a result of actuarial losses.


225

150

75

0

–75

–150

–225

Cash flow fromoperating activities

Cash flow used ininvesting activities

Cash flow used infinancing activities

Cash flow fromdiscontinued operations

Change in cash andcash equivalents

Cash flow

191180

–20

30

62

Exhibit 8

74

–16

–62

–206

–115

33

Multi-year comparison



2012 2011 2010 2009 2008

Operating revenues CHF mill. 1 052.4 1 117.2 745.0 749.5 890.1

Growth –5.8% 50.0% –0.6% –15.8% 19.8%

Operating income before depreciationand amortisation (EBITDA) CHF mill. 203.4 237.7 145.7 90.2 168.1

Growth –14.4% 63.1% 61.6% –46.3% 5.2%

Margin 1 19.3% 21.3% 19.6% 12.0% 18.9%

Net income (loss) of continuing operations CHF mill. 137.7 177.1 109.4 51.0 124.5

Growth –22.2% 61.8% 114.5% –59.0% –23.3%

Margin 1 13.1% 15.8% 14.7% 6.8% 14.0%

Headcount (average) 2 Number 3 360 3 301 2 164 2 339 2 452

Operating revenues per employee CHF 000 313.2 338.4 344.3 320.4 363.0

Current assets CHF mill. 324.9 410.2 243.5 303.9 270.6

Non-current assets CHF mill. 1 756.0 1 330.8 990.0 841.1 828.1

Total assets CHF mill. 2 080.9 1 741.0 1 233.6 1 145.0 1 098.7

Liabilities CHF mill. 892.6 785.2 389.8 334.6 351.2

Equity CHF mill. 1 188.3 955.8 843.7 810.3 747.5

Cash flow from (used in) operating activities CHF mill. 190.6 179.8 185.3 62.6 123.3

Cash flow from (used in) investment activities CHF mill. (206.2) (20.2) (243.4) (2.2) (62.8)

Cash flow after investing activities CHF mill. (15.6) 159.6 (58.1) 60.4 60.5

Cash flow from (used in) financing activities CHF mill. (62.3) (114.9) (25.4) (43.8) (71.9)

Cash flow from (used in) discontinued operations CHF mill. 61.8 29.8 24.0 8.6 12.4

Change in cash and cash equivalents CHF mill. (16.1) 74.3 (60.1) 25.3 1.3

Return on equity 3 12.8% 18.7% 13.1% 5.8% 14.1%

Equity ratio 4 57.1% 54.9% 68.4% 70.8% 68.0%

Internal financing ratio of net investment 5 92.4% 888.9% 76.1% 2907.9% 196.2%

Quick ratio II 6 67.0% 64.3% 70.2% 101.3% 87.6%

Debt factor 7 x 3.1 2.6 0.9 1.1 0.9

1 As a percentage of operating revenues2 Headcount in continuing operations3 Net income (loss) including non-controlling interests to shareholders‘ equity at year-end4 Equity to total assets5 Cash flow from (used in) operating activities to cash flow from (used in) investment activities6 Current assets excluding inventories to current liabilities (of continuing operations)7 Net debt (liabilities less current assets excluding inventories) to cash flow from operating activities


Information for investors

pp

2006 2007 2008 2009 2010 2011 2012 2013

Source: Thomson Reuters DatastreamTamedia N

in CHF

Swiss Performance Price adapted

Information for investors

Share price development from 3 January 2007 to 15 February 2013

Share price

in CHF 2012 2011 2010 2009 2008

High 116.90 144.90 128.00 87.50 150.00

Low 96.00 102.40 71.75 40.00 49.20

Year-end 102.70 116.50 124.10 75.50 50.00

Market capitalisation

in CHF mill. 2012 2011 2010 2009 2008

High 1 239 1 536 1 357 928 1 590

Low 1 018 1 085 761 424 522

Year-end 1 089 1 235 1 315 800 530

Financial calendar

Annual General Meeting 26 April 2013

Half-year report 22 August 2013


Key figures per share

in CHF 2012 2011 2010 2009 2008

Net income (loss) per share (undiluted) 14.54 16.82 10.61 4.48 10.72

Net income (loss) per share (diluted) 14.52 16.80 10.61 4.48 10.72

EBIT per share 13.51 17.08 10.90 4.84 12.61

EBITDA per share 19.21 22.45 14.02 8.61 15.86

Free cash flow per share (1.47) 15.08 (5.59) 5.77 5.71

Shareholders’ equity per share 112.24 90.29 81.14 7.34 70.54

Dividends per share 4.50 1 5.75 4.00 1.50 3.00

Dividend pay-out rate 2 34.6% 34.4% 38.7% 30.8% 25.5%

Dividend yield 3 4.4% 4.9% 3.2% 2.0% 6.0%

Price/earnings ratio 3 x 7.1 6.9 11.7 16.9 4.7

Price to EBIT ratio 3 x 7.6 6.8 11.4 15.6 4.0

Price to EBITDA ratio 3 x 5.3 5.2 8.9 8.8 3.2

Price to sales ratio 3 x 1.0 1.1 1.7 1.1 0.6

Price to free cash flow ratio 3 x (69.7) 7.7 (22.2) 13.1 8.8

Price to equity ratio 3 x 0.9 1.3 1.5 10.3 0.7

1 Proposed appropriation of profit by the Board of Directors2 Based on net income (loss) of continuing operations3 Based on year-end price

Capital structure

The share capital of CHF 106 million is divided into 10,600,000 registered shares at a par

value of CHF 10 each. Of these, 600,000 shares originated from a capital increase carried

out in October 2007 as part of the acquisition of Espace Media Groupe. There is no autho-

rised or conditional capital. The company holds treasury shares for profit participation

programmes as per Notes 32, 44 and 45.

A binding shareholders’ agreement is in place for 67.00 per cent of the shares. The sig-

natories to the agreement currently own 71.80 per cent of the shares.

Appropriation of profit

Tamedia pursues a results-based distribution policy. As a rule, 35 to 45 per cent of profit

is distributed in the form of dividends.

Investor Relations

Tamedia AG

Christoph Zimmer

Head of Corporate Communications

Werdstrasse 21

8021 Zurich, Switzerland

Phone: +41 (0) 44 248 41 00

Fax: +41 (0) 44 248 50 26

E-mail: [email protected]


Tamedia Group

Tamedia Group

Consolidated income statement

in CHF 000 Note 2012 2011 1

Media revenues 4 962 439 1 018 549

Printing revenues 5 54 371 55 125

Other operating revenues 6 35 587 43 517

Operating revenues 1 052 397 1 117 192

Costs of material and services 7 (165 654) (176 662)

Personnel expenses 8 (404 047) (415 328)

Other operating expenses 9 (279 338) (287 533)

Operating income before depreciation and amortisation (EBITDA) 203 358 237 669

Depreciation and amortisation 10 (60 338) (56 825)

Operating income (EBIT) 143 020 180 843

Share of net income (loss) of associated companies 11 4 010 6 943

Financial income 12 36 496 41 074

Financial expense 12 (6 256) (13 164)

Income before taxes 177 270 215 696

Income taxes 13 (39 543) (38 634)

Net income (loss) of continuing operations 137 727 177 061

Discontinued operations 15 14 305 1 737

Net income (loss) 152 031 178 798

of which

Attributable to Tamedia shareholders 153 916 178 045

Attributable to non-controlling interests 16 (1 885) 754

1 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have

been adjusted accordingly. Further explanations can be found in the Consolidation principles.

Net income per share

in CHF Note 2012 2011

Net income (loss) per share (undiluted) 17 14.54 16.82

Net income (loss) per share (diluted) 17 14.52 16.80

Net income (loss) of continuing operations per share (undiluted) 17 13.19 16.66

Net income (loss) of continuing operations per share (diluted) 17 13.17 16.64


Consolidated statement of comprehensive income

in CHF 000 Note 2012 2011

Net income 152 031 178 798

Value fluctuation of hedges 39 (1 648) 2 937

Actuarial gains/(losses) IAS 19 23 (38 856) (87 692)

Currency translation differences 15 45

Taxes on other comprehensive income 9 011 19 276

Other comprehensive income (31 480) (65 434)

Total comprehensive income 120 552 113 364

of which

Attributable to Tamedia shareholders 122 437 112 611

Attributable to non-controlling interests (1 885) 754

Tamedia Group


Consolidated balance sheet

in CHF 000 as of 31 December Note 2012 2011

Cash and cash equivalents 111 751 114 615

Current financial assets 882 2 012

Trade accounts receivable 18 166 876 161 622

Current financial receivables 74 353

Current tax assets 1 415 6 213

Other current receivables 13 135 11 651

Accrued income and prepaid expenses 12 582 20 690

Inventories 19 9 292 5 431

Current assets of continuing operations 316 006 322 586

Assets held for sale 15 8 898 87 598

Current assets 324 904 410 184

Property, plant and equipment 20 363 068 373 686

Investments in associated companies 11 104 477 93 692

Employee benefit plan assets as per IAS 19 23 – 2 308

Other non-current financial assets 22 8 843 8 046

Deferred tax assets 14 5 432 3 840

Intangible assets 24/25 1 274 197 849 227

Non-current assets 1 756 018 1 330 800

Total assets 2 080 922 1 740 983

Current financial liabilities 26 75 518 144 633

Trade accounts payable 27 51 836 63 599

Current taxes payable 33 436 20 343

Other current liabilities 28 35 751 26 843

Deferred revenues and accrued liabilities 29 257 724 234 463

Current provisions 30 3 473 3 597

Current liabilities of continuing operations 457 739 493 479

Liabilities associated with assets held for sale 15 415 13 100

Current liabilities 458 154 506 579

Non-current financial liabilities 26 198 264 90 104

Employee benefit obligations as per IAS 19 23 92 536 72 156

Deferred tax liabilities 14 134 485 107 823

Non-current provisions 30 9 144 8 539

Non-current liabilities 434 429 278 622

Total liabilities 892 583 785 201

Share capital 31 106 000 106 000

Treasury shares 32 (18 250) (18 618)

Reserves 916 333 852 503

Equity, attributable to Tamedia shareholders 1 004 083 939 885

Equity, attributable to non-controlling interests 184 256 15 898

Equity 1 188 339 955 783

Total liabilities and shareholders’ equity 2 080 922 1 740 983


Consolidated cash flow statement

in CHF 000 2012 2011

Direct method

Receipts from products and services sold 1 035 180 1 089 912

Personnel expense (406 655) (409 402)

Expenditures for material and services received (421 736) (462 499)

Cash flow from (used in) operating activities 206 790 218 011

Dividends from associated companies 9 022 7 806

Interest paid (1 486) (2 601)

Interest received 430 294

Other financial income 42 601

Income taxes paid (24 225) (44 298)

Cash flow from (used in) operating activities 1 190 572 179 813

Investment in property, plant and equipment (17 992) (37 770)

Sale of property, plant and equipment 730 1 333

Investments in consolidated companies (173 868) 19 486

Disposals of consolidated companies – 3 616

Investments in associated companies (5 770) (12 699)

Disposals of investments in associated companies 129 12 085

Investment in other financial assets (6 661) (2 829)

Sale of other financial assets 807 2 230

Investments in intangible assets (3 536) (5 682)

Cash flow from (used in) investing activities 1 (206 161) (20 229)

Cash flow after investing activities (15 590) 159 584

Dividends paid to Tamedia shareholders (59 489) (41 637)

Increase in current financial liabilities 65 006 79 834

Decrease in current financial liabilities (212 494) (148 177)

Increase in non-current financial liabilities 191 323 631

Decrease in non-current financial liabilities (43 000) (770)

Increase/(decrease) in other non-current liabilities (1 529) –

(Purchase)/sale of treasury shares – (3 458)

Increase/(decrease) of non-controlling interests (2 083) (1 329)

Cash flow from (used in) financing activities 1 (62 266) (114 906)

Cash flow from discontinued operations 61 790 29 842

Impact of currency translation (28) (191)

Change in cash and cash equivalents (16 093) 74 329

Cash and cash equivalents as of 1 January 127 844 53 515

Cash and cash equivalents as of 31 December 111 751 114 615

Cash and cash equivalents of discontinued operations as of 31 December – 13 229

Change in cash and cash equivalents (16 093) 74 329

1 The figures relate to continuing operations.

Tamedia Group

40

Statement of changes in equity

in CHF 000 Share capital Treasury shares Currency Reserves Equity, Equity, Equity

translation attributable attributable to

differences to Tamedia non-controlling

shareholders interests

As of 31 December 2010 106 000 (15 256) 723 747 733 839 200 4 540 843 740

Net income (loss) – – – 178 045 178 045 754 178 799

Value fluctuation of hedges – – – 2 937 2 937 – 2 937

Actuarial gains/(losses) IAS 19 – – – (87 692) (87 692) – (87 692)

Currency translation differences – – 45 – 45 – 45

Taxes on other comprehensive income – – – 19 276 19 276 – 19 276

Total comprehensive income – – 45 112 566 112 611 754 113 365

Dividends paid – – – (41 342) (41 342) (295) (41 637)

Change in the group of consolidated companies – – – – – 10 899 10 899

Shares to be delivered 1 – – – 31 025 31 026 – 31 026

Share-based payments – – – 1 753 1 753 – 1 753

(Purchase)/sale of treasury shares – (3 362) – – (3 362) – (3 362)

As of 31 December 2011 106 000 (18 618) 768 851 735 939 885 15 898 955 783

Net income (loss) – – – 153 916 153 916 (1 885) 152 031

Value fluctuation of hedges – – – (1 649) (1 649) – (1 649)

Actuarial gains/(losses) IAS 19 – – – (38 856) (38 856) – (38 856)

Currency translation differences – – 15 – 15 – 15

Taxes on other comprehensive income – – – 9 011 9 011 – 9 011

Total comprehensive income – – 15 122 422 122 437 (1 885) 120 552

Dividends paid – – – (59 489) (59 489) (2 083) (61 572)

Change in the group of consolidated companies – – – – – 172 325 172 325

Contractual obligations to purchaseown equity instruments/non-controlling interests – – – (780) (780) – (780)

Share-based payments – – – 1 663 1 663 – 1 663

(Purchase)/sale of treasury shares – 368 – – 368 – 368

As of 31 December 2012 106 000 (18 250) 783 915 551 1 004 083 184 256 1 188 339

1 The purchase price for the remaining 49.9 per cent of the Edipresse Suisse capital includes 250,000 shares of Tamedia AG. The value of these shares has been determined at the time of the

acquisition at CHF 31.0 million on the basis of the share price at 31 December 2010 and was directly recognised in shareholders’ equity (see also Note 1).

41

Notes to the consolidated financial statements

Consolidation and measurement principles

Consolidation principles

General comments

The consolidated financial statements of Tamedia AG, Werdstrasse 21, Zurich (Switzer-

land), and its subsidiaries are prepared in compliance with Swiss law and in accordance

with the International Financial Reporting Standards (IFRS) issued by the International

Accounting Standards Board (IASB). The consolidation is based on the financial statements

of the consolidated companies as of 31 December, which are prepared according to uni-

form accounting principles. All standards issued by the IASB and all interpretations issued

by the International Financial Reporting Interpretations Committee that had entered into

force by the balance sheet date have been considered during the preparation of the con-

solidated financial statements.

The preparation of the consolidated financial statements requires that the Management

Board and the Board of Directors make estimates and assumptions that directly impact the

amounts of the assets and liabilities, contingent liabilities, as well as the expenditures and

income disclosed in the consolidated financial statements for the reporting period. These

estimates and assumptions not only take past experience into account but also develop-

ments in the state of the economy and are mentioned wherever relevant in the Notes.

They are subject to risks and uncertainties. The actual results may deviate from these esti-

mates. Detailed information on the financial risk assessments are provided in Note 38.

The consolidated financial statements were approved by the Board of Directors on

25 February 2013. The Board of Directors proposes that the Annual General Meeting of

26 April 2013 approve the consolidated financial statements.

Change in presentation / restatement of prior year figures

It is part of Tamedia’s business strategy to acquire non-controlling interests in companies

with an economic future before proceeding to actively support and promote the develop-

ment of these companies in cooperation with the other shareholders.

If a company merger takes place over several stages (step up acquisition), shares held to

date in an associated company are revalued at their fair value at the time of control being

passed and the resulting gain or loss is recognised in the income statement. It is possible

that an associated company might not develop as planned, resulting in the need for an

impairment. In the interests of a transparent and meaningful accounting, any fair value

adjustments pursuant to IFRS, in either a successful or an unsuccessful case, should be

included in other operating income.

For this reason, Tamedia has decided that any revaluation gains or losses in respect of

step up acquisitions will in future be disclosed in other operating revenues. In accordance

with these new principles, the revaluation gain of CHF 2.3 million from the step up acqui-

sition of FashionFriends AG is included in other operating revenues for 2012.

Tamedia Group

42

As a result of the change in presentation, the gain posted in 2011 from the revaluation

of the joint ventures 20 minutes Romandie, Comfriends, Homegate and Jobup, previously

managed jointly with Edipresse Suisse, is restated as follows in the 2012 consolidated

income statement:

in CHF mill. Published 2011 Restatement Restated 2011

income statement income statement

Media revenues 1 018.5 – 1 018.5

Printing revenues 55.1 – 55.1

Other operating revenues 31.4 12.1 43.5

Operating revenues 1 105.1 12.1 1 117.2

Operating income before depreciation and amortisation (EBITDA) 225.6 12.1 237.7

Depreciation and amortisation (56.8) (56.8)

Operating income (EBIT) 168.8 12.1 180.8

Share of net income (loss) of associated companies 6.9 – 6.9

Financial income 53.2 (12.1) 41.1

Financial expense (13.2) – (13.2)

Income before taxes 215.7 – 215.7

Income taxes (38.6) – (38.6)

Net income (loss) of continuing operations 177.1 – 177.1

Discontinued operations 1.7 – 1.7

Net income (loss) 178.8 – 178.8

This change in presentation has no impact on the balance sheet, net income, equity or

income per share, with the result that no new balance sheet has been prepared. The

impact of this change on segment reporting is explained in Note 2.

Changes in accounting policy in 2012

The following revised standards (IFRS) were applied for the first time during the reporting

period. Their first-time application did not lead to any significant changes in the consol-

idation and valuation principles, in the assets or income situation or in the disclosures.

–IAS 12 “Income Taxes” (amended)

–IFRS 7 “Financial Instruments: Disclosures” (amended)

Impact of new accounting rules in 2013 and thereafter

The new and revised standards and interpretations that must be applied to the consoli-

dated financial statements for 2013 or later are not being applied earlier than required.

Based on an assessment of these standards, the following influencing factors should be

considered in particular:

43

–IAS 19 “Employee Benefits” (amended) – 2013

The changes to IAS 19 “Employee Benefits” mean that the expected return on plan assets

is no longer calculated on the basis of an estimated rate of return on assets. Instead, the

discount rate is now used to calculate the net present value of obligations under defined

benefit plans. This means that net plan liabilities/net plan assets are now only subject

to interest at the discount rate. Based on an assessment as of 31 December 2012, Tame-

dia estimates that retrospective application of this method with effect from 1 January

2012 results in personnel expenses that are CHF 1.3 million higher and net financial

income that is some CHF 14.2 million lower than the figure disclosed as of 31 Decem-

ber 2012. Additionally, equity as of 31 December 2012 (without taking taxes into

account) increases by CHF 12.8 million due to past service cost not yet recognised. The

disclosures on effects and changes are provisional and are still to be assessed in detail.

–FRS 11 “Joint Arrangements” – 2013

Under the new standard, proportionate consolidation, as currently applied, is no longer

permitted. Companies previously subject to proportionate consolidation will now be

included at their pro rata equity values as “Investments in associated companies / Joint

ventures”, and the share of net income will be reported net as “Share of net income of

associated companies / Joint ventures”. Tamedia expects the application of this new

standard to result in revenues for 2012 being approximately CHF 34.3 million lower

compared with the figures published as of 31 December 2012, with EBITDA down by

CHF 2.6 million and EBIT some CHF 1.8 million lower. No effect on net income is

expected.

–IFRS 9 “Financial Instruments” – 2015

The IASB is planning to gradually phase out IAS 39 “Financial Instruments: Recognition

and Measurement”. IFRS 9 represents the first phase in this process. The next phases will

see the IASB look at the topics of hedge accounting and impairment of financial instru-

ments. Implementation of the first phase of IFRS 9 deals with the recognition and meas-

urement of financial assets but has no effect on the recognition and measurement of

financial liabilities. Tamedia will be assessing the impacts once a final version of the

standard is available.

Application of the following standards and interpretations is not expected to result in

any significant changes to the consolidation and valuation principles or to the assets

and income situation.

–IAS 1 “Presentation of Financial Statements” (amended) – 2013

–IAS 27 “Separate Financial Statements” (amended) – 2013

–IAS 28 “Investments in Associates and Joint Ventures” (amended) – 2013

–IAS 32 “Offsetting Financial Assets and Financial Liabilities” (amended) – 2014

–IFRS 7 “Disclosures — Offsetting Financial Assets and Financial Liabilities” – 2013

–IFRS 10 “Consolidated Financial Statements” – 2013

–IFRS 12 “Disclosure of Interests in Other Entities” – 2013

–IFRS 13 “Fair Value Measurement” – 2013

–IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” – 2013

–IFRS (2012), “Improvements to International Financial Reporting Standards” – 2013

–IFRS 10, IFRS 12 and IAS 27 “Investment Companies” – 2014

Tamedia Group

44

Group of consolidated companies

All companies over which Tamedia AG exercises control either directly or indirectly are

included in the consolidated annual financial statements. Companies acquired during

the year are included in the consolidated annual financial statements as of the date on

which control was assumed, and companies sold are excluded from the consolidated

annual financial statements as of the date on which control was surrendered.

Consolidation method

Under the full consolidation method, the assets, liabilities, income and expenses of the

companies that belong to the group of consolidated companies in which Tamedia AG

directly or indirectly holds more than 50 per cent of the voting rights or exercises control

in the financial and operational decisions in any other way are included in their entirety.

The non-controlling interests in equity and in net income (loss) are disclosed separately in

the balance sheet and in the income statement.

Joint ventures in which Tamedia AG directly or indirectly holds 50 per cent of the vot-

ing rights or exercises control over the financial and operational decisions based on agree-

ments entered into with partners are consolidated according to the proportionate consol-

idation method.

Investments in companies in which Tamedia AG directly or indirectly holds less than

50 per cent of the voting rights and in which it does not exercise any control over the

financial or operational decisions are accounted for using the equity method. The report-

ing of such investments in the consolidated financial statements is explained accordingly

under investments in associated companies.

Capital consolidation

The shares in the equity held in consolidated companies are accounted for using the acqui-

sition method. For each business combination, the acquirer measures the non-controlling

interest either at fair value or at the proportional share of the acquiree’s identifiable

assets. In the case a business combination is achieved in stages, the fair value of the

acquiree’s previously held equity interest is remeasured to fair value at the acquisition

date through profit and loss. Acquisition costs incurred are directly recognised in the

income statement.

Treatment of internal intragroup profits

Profits on intercompany sales not yet realised through sales to third parties as of year-end

as well as gains from the intragroup transfer of property, plant and equipment and invest-

ments in subsidiaries are eliminated in the consolidation.

Foreign currency translation

The consolidated annual financial statements of Tamedia are presented in CHF. Monetary

items in a foreign currency in the individual financial statements are reported at the

exchange rate applicable on the balance sheet date. Transactions made in a foreign cur-

rency during the financial year are recorded at the monthly rate. The respective exchange

rate differences are recognised directly in the income statement.

45

Valuation principles

Cash and cash equivalents

Cash and cash equivalents include cash on hand, postal and bank account balances and

time deposits with a term of up to three months, which are measured at nominal value.

Current financial assets

Current financial assets include marketable securities, time, sight and demand deposits

with an original maturity of more than three months but up to a maximum of twelve

months, as well as current derivative financial instruments.

Publicly traded marketable securities are measured at quoted market prices as of the bal-

ance sheet date. Securities that are not publicly traded are reported at fair value. Time,

sight and demand deposits are reported at nominal value. All market value differences –

both realised and unrealised – for these items and for marketable securities are taken

through the income statement. Excluded from such are unrealised market value differ-

ences from derivative financial instruments that are designated as accounting hedges (see

“Valuation principles for derivative financial instruments”).

Trade and other receivables

Trade and other receivables are measured at their nominal value. Specific provisions for

trade receivables whose receipt is doubtful are charged to the income statement. A gen-

eral provision is made for overall risk, the amount of which is based on past experience.

Inventories

Inventories are measured at their purchase or production cost according to the weighted

average method, but at no higher than their net realisable value minus expected costs to

complete and sell.

Articles with a low inventory turnover that are difficult to dispose of are written down

based on commercial criteria.

Property, plant and equipment

Such assets are measured, at the highest, at amortised cost minus economically necessary

depreciation, with the exception of land, which is recognised in the balance sheet at cost.

Improvements to leased properties are carried as assets and depreciated in line with the

term of the lease agreement. Any options for the extension of lease agreements are not

taken into account. The costs of any non-value-enhancing maintenance and repairs are

charged directly to the income statement.

With the exception of economically necessary extraordinary depreciation, the straight-

line method is used over the uniform useful lives established within the Group.

Tamedia Group

46

The following amortisation periods apply:

Property used for operational purposes 40 years

Property used for non-operational purposes 40 years

Conversions and refurbishments 3-25 years

Leasehold improvements 3-25 years

Installations and constructional facilities 3-25 years

Machinery and equipment 3-15 years

Motor vehicles 4-10 years

Office equipment and furnishings 5-10 years

IT systems 3-5 years

Investments in associated companies

Investments in associated companies (i.e. companies in which Tamedia AG directly or

indirectly holds between 20 per cent and 50 per cent of the voting rights, without having

control over financial and operational decisions or voting rights, or below 20 per cent,

where significant inf luence is exercisable in any other way) are accounted for on a pro-

rata basis using the equity method. The Group’s shares in losses that exceed the acquisi-

tion cost are only recognised if Tamedia has a legal or de facto obligation to share in the

continued losses or to participate in any ongoing or initiated financial restructuring.

Non-current financial assets

Non-current financial assets include other investments, non-current loans, non-current

derivative financial instruments and other non-current financial assets.

Other investments (less than 20 per cent of the voting rights) are stated at fair value.

Unrealised gains – net after taxes – are taken to the statement of comprehensive income

until realised. Impairment losses are recognised in the income statement.

Non-current loans are measured at amortised cost.

Non-current derivative financial instruments (held for trading) are stated at fair value.

Both realised and unrealised exchange differences are recognised in the income state-

ment, with the exception of those from derivative financial instruments designated as

accounting hedges (see: “Valuation principles for derivative financial instruments”).

Other non-current financial assets (available for sale) are also reported at fair value.

Unrealised gains – net after taxes – are taken to the statement of comprehensive income

until realised. Impairment losses are recognised in the income statement.

Intangible assets

Acquired intangible assets are capitalised at cost and amortised using the straight-line

method over their anticipated useful lives. Intangible assets with an indefinite useful life

are tested annually for impairment, and a review carried out to determine whether the

useful life continues to be indefinite. The costs of intangible assets generated by the Group

are charged to the income statement as they arise.

The following amortisation periods apply:

47

Goodwill No amortisation

Brand rights and URL No amortisation

Customer bases/publishing rights 5-20 years

Capitalised software project costs 3-5 years

Goodwill and intangible assets

At the time of their initial consolidation, the assets and liabilities of a company – or the

net assets acquired – and the contingent liabilities are measured at fair value. Any posi-

tive difference between the consideration paid and the acquired net assets calculated

according to these principles is recognised as goodwill in the year of acquisition. The good-

will thus calculated is not amortised but is instead subjected to annual impairment test-

ing. If there is an indication of possible goodwill impairment, its value is re-assessed and

if necessary written off as an extraordinary item. Any negative difference between the

consideration paid and the net assets calculated is recognised immediately in the income

statement.

In the case of the disposal of consolidated companies, the difference between the sale

price and net assets, which also include any remaining goodwill, is reported in the con-

solidated income statement as income from sale of investments.

The position that a company or a product has within the market at the time a purchase

agreement is entered into is ref lected in the purchase price that is actually paid for the

particular acquisition. This position is not separable per se and therefore cannot be meas-

ured. It forms an integral component of the goodwill acquired.

Impairment of assets

The carrying amounts of fixed assets, intangible assets with finite useful lives and finan-

cial assets are reviewed when events or changes in circumstances indicate that the value

of such assets may be impaired. The determination of their impairment is based on esti-

mates and assumptions made by the Management Board and Board of Directors. As a

result, it is possible that the actual values realised may deviate from these estimates. If the

carrying amount exceeds the recoverable value, an extraordinary charge is made to the

income statement of the higher of the value that is judged to be recoverable on the basis

of the discounted expected future income or of the net sales value.

Assets held for sale

Assets held for sale are individual assets and liabilities held for sale or those of discontin-

ued business divisions. Assets may only be reclassified under this item if management

has decided to proceed with the sale and is actively seeking for buyers. Additionally, the

asset or disposal group must be immediately sellable. As a general rule, the transaction

should take place within one year. Non-current assets or disposal groups that are classed

as held for sale are no longer depreciated. This can give rise to an impairment loss in some

cases. The resulting gain or loss (after taxes) from discontinued operations, or any changes

in the measurement of assets held for sale, are reported separately under the Note “Dis-

continued operations”.

Tamedia Group

48

Leasing

Assets acquired under leasing agreements that transfer all the risks and rewards inciden-

tal to ownership to the consolidated companies are classified as finance leases. To this end,

such assets are recognised at the commencement of the lease agreement at the lower of

cost or net present value of the future, non-cancellable lease payments, and the corre-

sponding liabilities are deferred and reported as appropriate under current or non-current

financial liabilities.

Profits from sale and leaseback transactions that meet the definition of finance leases are

deferred and amortised over the lease term.

Lease payments for operating leases are accounted for on a straight-line basis and

charged directly to the income statement.

Provisions

Provisions are recorded only if an obligation exists or appears probable based on a past

event and when the amount of such obligation can be reliably estimated.

Possible obligations and those that cannot be reliably estimated are disclosed as contin-

gent liabilities.

Employee benefits

Employee benefit plans maintained by the Group are based on the regulations and con-

ditions prevailing in Switzerland. The majority of employees are insured against old age,

disability and death under the autonomous employee benefit plans of Tamedia Group. All

other employees are insured under the provisions of collective contracts with insurance

companies. Contributions to the employee benefit plans are made by both the employer

and the employee pursuant to statutory requirements and in accordance with the provi-

sions of the respective plans.

Each year, an independent actuary calculates the benefit obligations under the defined

benefit plans in accordance with criteria stipulated in IFRS using the projected unit credit

method. The obligations correspond to the present value of anticipated future cash f lows.

The plan assets and income are calculated annually. Actuarial gains and losses are

reported directly in the statement of comprehensive income.

An economic benefit will result if the company is able to realise a reduction in contri-

butions at some point in the future. The amount which should be made available to the

company as a reduction of future contributions is defined as the present value of the dif-

ference between the service cost under IAS 19 and the statutory contributions, and must

be recognised taking into account the limitation imposed by IAS 19.58. The effects on the

employer contribution reserve, etc. are also considered.

Of the employee benefit expense, the current service cost, plan improvement costs, etc.

are included in personnel expense, while the expected return on the plan assets and inter-

est cost are recognised in financial income.

Any deficit in the defined benefit plans is reported as employee benefit obligations. This

is calculated by offsetting the present value of the employee benefit obligation against the

plan assets at fair value and subsequently recognising them if required by accounting reg-

ulations and if this can be used to reduce the Group’s future costs.

49

The calculations to determine the plan assets, defined benefit obligations and employee

benefit expenses take into account long-term actuarial assumptions, which can differ

from the actual results and have an impact on net assets, the financial position and earn-

ings position.

Contributions to defined contribution plans are recognised in the income statement.

Taxes

Current taxes are recognised in the period to which they relate on the basis of the local

business results reported by the consolidated companies in the reporting year.

Deferred tax liabilities result from valuation differences between tax and consolidation

values and are calculated and recognised based on the liability method. In the process, all

temporary differences between the values attributed for tax purposes and those contained

in the consolidated financial statements are taken into consideration. The tax rates used

are the anticipated local tax rates. Depending on the underlying transaction, any changes

in deferred taxes are recognised in the income statement, in total comprehensive income

or directly in equity.

Deferred taxes on losses carried forward and from temporary differences are only recog-

nised if it is likely that profits will arise in the future that would allow the losses carried

forward or the tax-deductible differences to be offset for tax purposes.

Product development

All costs incurred for product development during the financial year are taken to the

income statement where the restrictive capitalisation requirements for development costs

under IAS 38 are not fully met.

Operating revenues

Operating revenues from the sale of products or services are recognised at the time when

the goods are delivered or the services are rendered. Revenues are stated net of discounts,

losses due to bad debts and value-added tax. Income and expenditures from counter-trans-

actions are reported gross. Any consideration not yet received is accounted for on an

accrual basis.

Segment reporting

Segment reporting is carried out by business divisions, which are broken down by mar-

kets. The Print Regional business division encompasses all regional newspapers and

gazettes, as well as newspaper printing and services for internal customers. The Print

National business division comprises all newspapers and magazines that have a national

focus. The Digital business division encompasses all online media.

The accounting and reporting principles described above also apply to segment reporting.

Income, expenses and results of the various segments include offsetting between the

business divisions. Such offsetting is carried out on an arm’s length basis.

Derivative financial instruments

Forward contracts and options with financial institutions are not entered into on a spec-

ulative basis, but selectively and exclusively for the purposes of mitigating the specific for-

Tamedia Group

50

eign currency and interest rate risks associated with business transactions. Foreign cur-

rency derivatives are measured based on the settlement of the hedged items as fair value

hedges or as cash f low hedges, either in conjunction with the underlying transactions or

separately at fair value as of the balance sheet date.

Derivative financial instruments such as interest rate swaps, foreign currency transac-

tions and certain derivative financial instruments embedded in basic agreements are

recognised at fair value, either as current or non-current financial assets or liabilities. The

changes in fair value are taken either to the income statement or to the statement of com-

prehensive income, depending on the purpose for which the respective derivative finan-

cial instruments are used.

In the case of fair value hedges and those that qualify as such, the change in fair value

of the effective portion (of the derivative financial instrument and the underlying trans-

action) is recognised immediately in the income statement. The changes in the fair value

of the effective portion of derivative financial instruments classed as cash f low hedges and

qualify for treatment as such are taken to the statement of comprehensive income until

the underlying transactions can be recognised in the income statement.

Changes in the fair value of derivative financial instruments that are not considered to

be accounting hedges (as understood by the definition given above) or that do not qualify

as such are recognised in the income statement as components of financial income or

expense. This also applies to fair value hedges and cash f low hedges as described above as

soon as such financial instruments cease to qualify for hedge accounting treatment.

Contractual obligations to purchase own equity instruments (such as put options on

non-controlling interests, for example) result in the recognition of a financial liability,

which is recognised at the present value of the exercise amount in equity. The fair value

of the financial liability is regularly reviewed and any deviation from the first-time recog-

nition is recorded in financial income or expense.

Transactions with associated companies and related parties

Transactions with associated companies and related parties are conducted on an arm’s

length basis. Details relating to the compensation of the Board of Directors and Manage-

ment Board are disclosed in the Notes and in the Corporate Governance section.

Employee profit participation programme

Through its employee profit participation programme, Tamedia provides the opportunity

for its managers and employees to purchase shares in the company (see also Note 45). The

difference between the fair value and transfer price is recognised as a personnel expense

in the income statement when incurred. Treasury shares are purchased to cover the asso-

ciated risk.

51

Notes to the consolidated income statement, balance sheet, statement of cash flows and

statement of changes in equity

The figures in the consolidated annual financial statements have been rounded. Minor

rounding differences may occur as the calculations have been carried out with a high

degree of accuracy.

Note 1 Changes to the group of consolidated companies

In the 2012 financial year, the following significant changes occurred in relation to the

group of consolidated companies:

Acquisition of consolidated companies and activities

jobs.ch

With effect from 30 November 2012, Tamedia AG and the Ringier media house acquired

a 100 per cent stake in jobs.ch Holding AG. Tamedia and Ringier each intend holding a

50 per cent share in the company. The activities of jobs.ch Holding AG include the oper-

ation of the jobs platform jobs.ch and the Swiss online executive jobs market topjobs.ch, and

it also holds a 49 per cent share in the Austrian online jobs marketplace karriere.at. Tame-

dia will be incorporating its online job advertisement subsidiary Jobup AG into the part-

nership at a value of CHF 120.0 million in early January 2013. Tamedia and Ringier have

agreed on a control option that enables Tamedia to carry out its consolidation pursuant

to IFRS.

The price of the transaction was CHF 390.0 million in cash for 100 per cent of the shares

of jobs.ch Holding AG. After a purchase price adjustment of CHF 49.2 million and taking

into account the price of CHF 10.0 million for the granting of a control option by Ringier,

the total purchase price is CHF 350.8 million. The price of the 50 per cent of the shares

acquired by Tamedia was CHF 180.4 million in cash. Costs of CHF 0.2 million arose in con-

nection with the acquisition and were recognised in the income statement.

The purchase price was financed by the company’s own funds and, to the extent neces-

sary, by a credit facility entered into by Tamedia on 22 November 2012 with a banking con-

sortium for a maximum amount of CHF 235.0 million. This is expected to be used for a

term of three years. Significant conditions include the interest rate agreed, consisting of

Libor and an interest margin. The interest margin varies according to the debt ratio and

the amount of the promissory notes assigned as collateral. The assignment of promissory

notes in the amount of CHF 251.1 million is anticipated. It was agreed that the financial

ratios to be adhered to are a maximum debt ratio (gross debt divided by EBITDA) and a min-

imal equity ratio (equity in relation to total assets).

The recognised assets amount to CHF 462.2 million and the liabilities to CHF 111.4 mil-

lion. The key positions and contribution to income reported since 1 December 2012 on the

part of jobs.ch Holding AG can be found in the table below. The assets reported include

goodwill of CHF 237.5 million arising from the strong market position in online job adver-

tisements in the German-speaking part of Switzerland and from the expected synergies

listed below:

–Organisational merger of the activities of jobs.ch Holding AG and Jobup AG

Tamedia Group

52

–Strengthening of the activities of jobs.ch Holding AG and Jobup AG by developing new

solutions across different language regions for job-seekers and corporate clients

–Cost improvements in the central areas

The goodwill is assumed not to be deductible for tax purposes.

in CHF 000 Provisional values on

initial consolidation

Cash and cash equivalents 22 074

Trade accounts receivable 11 371

Property, plant and equipment 793

Investments in associated companies 9 817

Intangible assets 417 315

Other assets 801

Assets 462 170

Trade accounts payable (634)

Deferred revenues and accrued liabilities (18 692)

Deferred tax liabilities (36 453)

Current and non-current financial liabilities (47 537)

Employee benefit obligations as per IAS 19 (1 612)

Other liabilities (6 448)

Liabilities (111 376)

Net assets 350 794

Remaining non-controlling interests (170 397)

Purchase price 180 397

Cash and cash equivalents bought 22 074

Cash and cash equivalents paid (180 397)

Decrease in cash (158 323)

Revenues recognised since acquisition date 2 748

Net income recognised since acquisition date 959

Had the acquisition taken place with effect from 1 January 2012, the reported revenues

for 2012 would have been approximately CHF 43.3 million higher and reported net

income approximately CHF 16.9 million higher.

Deferred revenues and accrued liabilities for future revenues that have already been

paid for in the gross amount of CHF 26.7 million decreased by CHF 8.0 million to CHF 18.7

million. This reduction corresponds to the estimate of realised gains upon first-time con-

solidation. As a result, the revenues and the operating income of jobs.ch Holding AG 2012

are CHF 0.9 million lower in 2012, CHF 6.5 million lower in 2013 and CHF 0.6 million

lower in 2014 than they would have been without the acquisition.

The shares of non-controlling interests were calculated on the basis of the purchase price

effectively paid by Ringier.

The assets comprise receivables with a fair value of CHF 11.4 million, the gross amount

of CHF 11.6 million of which CHF 0.2 million was written down.

53

Details of the first-time consolidation are based on provisional values and estimates

given the timing of the acquisition close to the year-end.

FashionFriends AG

On 1 October 2012 Tamedia AG acquired a further 20 per cent share in FashionFriends AG,

increasing its holding from 45 to 65 per cent. This increase in its holding gives Tamedia

overall control of FashionFriends AG, which has been included in the group of consoli-

dated companies since 1 October 2012. The price of the transaction amounted to CHF 3.6

million in cash. Because the acquisition took place in several steps, the previously held

interests are taken into account with a fair value of CHF 2.2 million at the time of the

transfer of control. The difference compared with the previous value of the investment is

CHF 2.4 million and is reported as profit under other operating revenues. No costs were

incurred in relation to the transaction.

First-time consolidation included assets of CHF 25.7 million and liabilities of CHF 16.7

million. In addition to cash and cash equivalents (bank debts) of CHF –0.1 million, the

assets also comprise goodwill of CHF 14.8 million. Goodwill and non-amortisable intan-

gible assets amount to 74 per cent of total assets or CHF 19.0 million. The goodwill is

assumed not to be deductible for tax purposes. Revenues taken into account since 1 Octo-

ber 2012 total CHF 6.7 million, with net income for the same period of CHF –2.7 million.

Had the acquisition taken place with effect from 1 January 2012, the reported revenues

for 2012 would have been approximately CHF 16.1 million higher while reported net

income would have been CHF 3.8 million lower.

Details of the first-time consolidation are based on provisional values and estimates.

Bilan, Langenthaler Tagblatt and Tribune des Arts

The following smaller acquisitions were also effected in the 2012 financial year. Tamedia

Publications romandes SA acquired the business publication Bilan from Edipresse Devel-

oppement SA on 1 January 2012. The company SA de la Tribune de Genève acquired the

Tribune des Arts magazine, also from Edipresse Developpement SA, with effect from 1 Jan-

uary 2012. Espace Media AG acquired the Langenthaler Tagblatt newspaper from AZ Medien

with effect from the beginning of January 2012. Since Monday, 2 July 2012, the new paper

BZ Langenthaler Tagblatt, created by merging BZ Berner Zeitung (Oberaargau edition) and Lan-genthaler Tagblatt, has been published in the Oberaargau region.

The price of the transaction totalled CHF 13.9 million in cash. Assets of CHF 14.5 mil-

lion were included upon the first-time consolidation. As well as the customer base and

brand, the assets also include goodwill of CHF 2.2 million.

Tamedia Group

54

Disposal of consolidated companies and activities

Television and radio

The TV activities TeleBärn and TeleZüri were sold to AZ Medien AG with effect from 4 Janu-

ary 2012. At the same time, Tamedia sold its 100 per cent stake in Belcom AG, the mar-

keting organisation in which the sales teams of Radio 24 and TeleZüri are bundled, to

AZ Medien AG. The radio broadcaster Capital FM was sold to Zürichsee Media AG with

effect from 27 April 2012, and Radio 24 AG was sold to BT Holding AG with effect from

12 July 2012. The deconsolidation of television and radio activities in 2012 resulted in the

loss of CHF 56.4 million in assets (of which cash and cash equivalents of CHF 7.2 million)

and CHF 6.7 million in liabilities. The sales price for the companies and activities that

were disposed of totalled CHF 63.4 million.

in CHF 000 Values on

deconsolidation



Property, plant and equipment 4 294

Financial assets 3 577


Other assets 1 962

Assets 56 388


Liabilities for current tax (914)

Other current liabilities (1 493)


Provisions –

Other liabilities (1)

Liabilities (6 698)

Net assets 49 690


Cash and cash equivalents sold (7 241)

Increase in cash 56 119

Further information can be found in the section “Discontinued operations”.

55

Specialist media

On 30 September 2012 Tamedia sold its investment in Terre & Nature SA, representing a

98 per cent stake, to Multimedia Gassmann AG. The sale of the 49 per cent stake in

Schweizer Bauer to Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern

(OGG) took place on 12 December 2012. The deconsolidation of the specialist media com-

panies resulted in the loss of CHF 22.8 million in assets (of which cash and cash equiva-

lents of CHF 6.7 million) and CHF 7.8 million in liabilities. The sales price was CHF 15.1

million.


deconsolidation



Property, plant and equipment 19


Other assets 198

Assets 22 777


Liabilities for current tax (454)

Other current liabilities (221)


Provisions (4)

Other liabilities (922)

Liabilities (7 772)

Net assets 15 006


Cash and cash equivalents sold (6 698)


Further information can be found in the section “Discontinued operations”.

Further changes to the group of consolidated companies

–The companies 20 Minutes Romandie SA and Tilllate Schweiz AG were merged into

20 Minuten AG with retrospective effect from 1 January 2012.

–Edipub SA was merged into Tamedia Publications romandes SA (previously Edipresse

Publications SA) with effect from 1 January 2012.

–Espace Media Groupe AG was merged into Espace Media AG with effect from 1 January

2012.

–The agricultural media business area ceased to be part of Espace Media AG with effect

from 1 January 2012 and now forms part of the newly created FMA Fachmedien

Agrar AG.

–The Glattaler business part was carved out of Zürcher Regionalzeitungen AG with effect

from 1 January 2012 to become part of the newly established Glattaler AG. On 7 June 2012

Tamedia AG sold a 20 per cent stake in the company to Zürcher Oberland Medien AG.

Tamedia Group

56

In the reporting year 2011, the following significant acquisitions and disposals took place,

which must also be disclosed in this Annual Report in accordance with the requirements

of IAS 1 “Presentation of Financial Statements”:

Acquisitions of consolidated companies

The acquisition of consolidated companies is detailed below.

PPSR Presse Publications SR S.A.

On 3 March 2009 Edipresse and Tamedia announced their plan to gradually merge their

business in Switzerland. In a first step, Tamedia acquired 49.9 per cent of the share capi-

tal of Presse Publications SR S.A. (Edipresse Suisse) for CHF 206.3 million in cash on 1 Jan-

uary 2010. In a second step, Tamedia increased its ownership interest by a further 0.2 per

cent of share capital in early 2011, thereby assuming control of Edipresse Suisse.

In connection with the assumption of control with effect from the beginning of 2011,

Edipresse and Tamedia agreed to merge their Swiss business in 2011 instead of with effect

from 1 January 2013, as foreseen in the original agreement. The now largely fixed pur-

chase price for the prematurely acquired remaining 49.9 per cent of the share capital of

Edipresse Suisse ranges between an estimated CHF 269.8 million and CHF 330.2 million

in cash plus 250,000 Tamedia AG shares, and is due over a period of two years. Tamedia

made a cash payment of CHF 141.2 million in 2011 and of CHF 59.2 million in 2012.

Tamedia already paid CHF 68.6 million in 2012 in respect of the portion due in the first

quarter of 2013, estimated at between CHF 69.4 and 129.8 million in cash and to include

250,000 Tamedia AG shares.

The Management Board estimated for the first-time consolidation that the final tranche

of the purchase price would amount to CHF 99.1 million in cash. The amount will be

largely inf luenced by the development of business as measured in terms of the revenues

of selected operations in 2012. The value of the shares of Tamedia AG is based on their

value as at 31 December 2010 of CHF 31.0 million or CHF 124.10 per share and is taken

into account in the purchase price. The rate used to discount the individual purchase price

components corresponds to 3-month Libor plus 50 and 100 basis points for the first and

second tranches, respectively. This corresponds to the interest rate that was contractually

agreed with Edipresse in the event of premature settlement or settlement after the due

date in cash. After discounting the individual purchase price components, the estimated

fair value at the time of acquisition of the prematurely acquired remaining 49.9 per cent

of the share capital of Edipresse Suisse amounted to CHF 324.1 million.

The purchase price due for the premature acquisition of the remaining 49.9 per cent has

been accounted for as a financial liability. The amount of the variable long-term liability

has been regularly reviewed and any deviation over its first-time recognition is reported

under financial income based on a new assessment of the expected business performance

of Edipresse Suisse. On the basis of the development of business, the revenues of selected

operations that are relevant to determining the final tranche of the purchase price are

lower than at the time of the transfer of control. The value of the purchase price liability

has therefore fallen from the originally estimated amount of CHF 99.1 million to CHF 69.7

million. Of the CHF 29.4 million difference in the expected amount, CHF 18.8 million was

recognised as financial income in 2012 and CHF 10.6 million in 2011. The interest of

CHF 1.9 million accrued on the present value of the obligation to pay the residual pur-

57

chase price was also taken through the income statement. Taken together, the individual

purchase price components total CHF 508.3 million.

As the acquisition is being made in several steps, the investments hitherto held in Edi-

presse Suisse, including the previous joint ventures 20 Minutes Romandie, Comfriends,

Homegate and Jobup, are based on a fair value of CHF 250.4 million as of the date of the

transfer of control. The deviation compared with the previous value of these investments

is CHF 12.1 million and was originally reported as profit under other operating income

(Tamedia decided in 2012 to report any revaluation gains relating to step up acquisitions

under other operating revenues). The shares of minority shareholders were recognised

based on the fair values of the assets and liabilities of Homegate after taking a minority

discount of 20 per cent into account. Costs of CHF 0.1 million arose in connection with

the transaction and were recognised in the income statement.

The recognised assets amount to CHF 789.3 million and the liabilities to CHF 202.0 mil-

lion. The key positions and contribution to income reported since 1 January 2011 can be

found in the table below. The assets reported include goodwill of CHF 179.1 million aris-

ing from the market position to date in Western Switzerland and from the expected syn-

ergy effects listed below:

–Merger of the two commuter newspapers 20 minutes and Le Matin bleu and activities

in the area of online classified platforms

–Strengthening of the regional dailies, Sunday newspapers, magazines and online plat-

forms by the development of new joint media services

–Offers for advertising customers that also make national solutions in particular possible

–Cost improvements in central areas such as printing, distribution and technical infra-

structure

Tamedia Group

58

The goodwill is assumed not to be deductible for tax purposes.



Cash and cash equivalents paid 1 000

Purchase price obligation 293 091

Tamedia AG shares to be delivered 31 025


Equity value of the previously held interests before revaluation gain 238 345

+/– Revaluation gain 12 077

Fair value of previously held interests 250 422

Equivalent value of transaction after revaluation gain 575 538

in CHF 000 Final values on the




Accrued income and prepaid expenses 7 452

Property, plant and equipment 69 574

Investments in associated companies 47 555

Other non-current financial assets 23 179


Other assets 4 291

Assets 789 272

Trade accounts payable (16 358)


Deferred tax liabilities (90 564)

Provisions (5 922)

Non-current financial liabilities (11 283)

Employee benefit obligations as per IAS 19 (917)

Other liabilities (14 114)

Liabilities (201 971)

Net assets 587 301

Remaining minority interests (11 763)


Cash and cash equivalents acquired (excluding previously held investments in joint ventures) 27 742

Cash and cash equivalents paid (1 000)


Revenues recognised since acquisition date 406 745

Net income recognised since acquisition date 57 855

The assets comprise receivables with a fair value of CHF 42.4 million, the gross amount of

which is CHF 43.9 million and of which CHF 1.5 million was written down.

59

Car4you Schweiz AG

After acquiring a 15 per cent interest in the operator of the online vehicle portal

car4you.ch at the beginning of January 2010, Tamedia AG acquired the remaining 85 per

cent on 1 January 2011. The cost of the transaction amounted to CHF 6.0 million in cash,

and the fair value of the previously acquired investment was CHF 0.9 million. Assets of

CHF 9.5 million and liabilities of CHF 2.6 million were included in the first-time consoli-

dation. In addition to cash and cash equivalents of CHF 0.6 million, the assets also com-

prise goodwill of CHF 6.1 million. The goodwill is assumed not to be deductible for tax pur-

poses. Revenues taken into account since 1 January 2011 for the 2011 financial year total

CHF 3.2 million, with net income for the same period of CHF –1.1 million.

Disposal of consolidated companies

FMM Fachmedien Mobil AG

With effect from 1 September 2011, Tamedia sold its 100 per cent stake in FMM Fachme-

dien Mobil AG, publisher of Automobil Revue and Revue Automobile, to the Basel-based pub-

lisher Dominique Hiltbrunner.

The deconsolidation of FMM Fachmedien Mobil AG resulted in the loss of CHF 8.5 mil-

lion in assets (of which cash and cash equivalents of CHF 2.2 million) and CHF 3.2 million

in liabilities. The sales price was CHF 5.8 million. The gain in the amount of the difference

between the consolidated equity and the sales price arising from the transaction is

reported under financial income under gains from sale of investments in Note 12. Further

information on discontinued operations can be found in Note 15.

Further changes to the group of consolidated companies

–A 50 per cent stake in the company 20 minuti Ticino SA, which publishes the new com-

muter newspaper 20 minuti in Ticino, was sold to desminüt SA.

–The companies March Höfe Zeitung Verlag AG, Zürcher Unterland Medien AG and

Zürichsee Presse AG were merged into Zürcher Regionalzeitungen AG with retrospec-

tive effect from 1 January 2011.

–A 25 per cent stake in scoup AG was sold to the founding team.

Tamedia Group

60

Note 2Segment information

in CHF 000 Print Regional Print National Digital Eliminations Total

2012

Operating revenues third parties 484 254 420 301 147 842 – 1 052 397

Operating revenues intersegment 62 530 726 346 (63 601) –

Operating revenues 546 784 421 026 148 187 (63 601) 1 052 397

Operating expenses (452 268) (323 896) (136 476) 63 601 (849 039)

Operating income before depreciation

and amortisation (EBITDA) 94 516 97 131 11 711 – 203 358

Margin 1 17.3% 23.1% 7.9% – 19.3%

Depreciation and amortisation (38 546) (5 664) (16 127) – (60 338)

of which impairment of goodwill – – (2 312) – (2 312)

of which publishing rights (IFRS 3) (5 236) (5 286) (8 480) – (19 002)

Operating income (EBIT) 55 969 91 466 (4 416) – 143 020

Margin 1 10.2% 21.7% –3.0% – 13.6%

Average number of employees 2 063 658 639 – 3 360

2011 2

Operating revenues third parties 531 836 447 365 137 991 – 1 117 192

Operating revenues intersegment 86 363 1 876 6 280 (94 519) –

Operating revenues 618 199 449 241 144 270 (94 519) 1 117 192

Operating expenses (519 863) (334 738) (119 440) 94 519 (879 523)

Operating income before depreciation

and amortisation (EBITDA) 98 336 114 502 24 830 – 237 669

Margin 1 15.9% 25.5% 17.2% – 21.3%

Depreciation and amortisation (37 741) (5 247) (13 837) – (56 825)

of which impairment of goodwill – – (3 238) – (3 238)

of which publishing rights (IFRS 3) (4 613) (4 948) (5 690) – (15 250)

Operating income (EBIT) 60 595 109 255 10 993 – 180 843

Margin 1 9.8% 24.3% 7.6% – 16.2%

Average number of employees 2 176 632 493 – 3 301

1 The margin relates to operating revenues.

2 Tamedia has decided to disclose any revaluation gains in the case of step up acquisitions under other operating revenues. The prior year’s figures have been adjusted accordingly. Further

explanations can be found in the Consolidation principles.

Segment reporting is broken down by market. The Print Regional business division

encompasses all regional newspapers and gazettes, as well as newspaper printing and serv-

ices. The Print National business division comprises all newspapers and magazines that

have a national focus. The Digital business division encompasses all online media.

Information on assets, liabilities, interest, investments and income taxes are not dis-

closed as these are also not reported internally by segment.

All significant revenues are generated in Switzerland and all significant positions under

fixed assets are located in Switzerland.

Further information on the individual segments is shown in the operational reporting

on pages 13 to 25.

61

Note 3 Foreign currency conversion

The following exchange rates were applied to convert foreign currencies:

in CHF 2012 2011

Exchange rate at year’s end

1 EUR 1.21 1.22

Average exchange rate

1 EUR 1.20 1.23

Note 4 Media revenues

in CHF 000 2012 2011

Advertising revenues 530 606 599 708

Distribution 281 405 282 545

Online 136 005 123 594

Other media activities 14 423 12 702

Total 962 439 1 018 549

of which barter transactions 38 265 37 245

Media revenues made by far the largest contribution to operating revenues, accounting

for 91 per cent. They fell by CHF 56.1 million or 6 per cent to CHF 962.4 million compared

to the previous year. Advertising revenues fell by CHF 69.1 million or 12 per cent, which

is mainly attributable to the decline in job advertisements. Distribution revenues

remained stable compared with the previous year, registering only a slight decline, while

online media revenues increased by CHF 12.4 million or 10 per cent.

Note 5 Printing revenues

in CHF 000 2012 2011

Newspaper offset press revenues 39 428 40 814

Other printing revenues 14 942 14 311

Total 54 371 55 125

Printing revenues continued to generate 5 per cent of operating revenues, falling by

CHF 0.8 million or 1 per cent to CHF 54.4 million.

Tamedia Group

62

Note 6Other operating revenues

in CHF 000 2012 2011 1

Delivery and transport 8 572 8 535

Gain on disposal of property, plant and equipment 90 941

Unused provisions 568 3 008

Merchandise revenues 7 045 242

Revaluation gain on previously non-consolidated investments 2 2 352 12 077

Other operating income 16 960 18 715

Total 35 587 43 517

1 The disclosures of the prior year were adjusted to reflect the new presentation



Other operating revenues accounted for 3 per cent of total operating revenues, declining

an overall 18 per cent to CHF 35.6 million. Transport revenues remained stable compared

with the previous year, while provisions for litigation risks and other provisions were not

required. Trade merchandise revenues of FashionFriends AG are for the first time included

in other operating revenues. The revaluation gains on a step up acquisition amounted to

CHF 2.4 million, compared to CHF 12.1 million in the previous year. Further information

can be found in the notes on the acquisition of consolidated companies and activities

(FashionFriends AG and PPSR Presse Publications SR S.A.). The fall in other operating rev-

enues is attributable to various small changes.

Note 7Costs of material and services

in CHF 000 2012 2011 1

Costs of material 73 141 84 925

Merchandise expenses 5 614 63

Costs of services 86 898 91 674

Total 165 654 176 662

1 The disclosures of the prior year have been adjusted to reflect the new presentation

Costs of material and services accounted once again for 16 per cent of operating revenues

during the period under review (previous year: 16 per cent), declining by 6 per cent to

CHF 165.7 million. Expenditures for paper declined by 14 per cent to CHF 55.1 million,

with roughly half of the decline attributable to the lower paper price and to the fall in

printing volume. CHF 4.1 million of the increase in trade merchandise expense, which

rose to CHF 5.6 million, can be attributed to the first-time inclusion of FashionFriends AG.

The cost of services declined by 5 per cent to CHF 86.9 million.

63

Note 8 Personnel expense

in CHF 000 2012 2011 1

Salaries and wages 342 387 333 669

Social security and retirement benefits 54 859 62 705

Employee benefit expense 2 (5 093) 9 788

Other personnel expense 11 894 9 166

Total 404 047 415 328


2 The reported expenses for IAS 19 take into account the items reported in Note 23: further effects, current employer service costs, effect of plan

curtailments/settlements, recognition of past service costs and employer contributions. The impact of interest cost and the expected return on plan assets

are recognised in net financial income.

Headcount

Number 2012 2011

As of 31 December 3 471 3 330

Average 3 360 3 301

Personnel expense, at 38 per cent of operating revenues, continues to represent the largest

expense item, declining 3 per cent or CHF 11.3 million over the previous year to CHF 404.0

million. After taking into account one-off effects such as the change in the group of con-

solidated companies, the recognition and reversal of provisions for social plans and the

influence of the application of IAS 19, current personnel expense was down by approxi-

mately CHF 0.5 million compared to the previous year’s period.

The headcount (converted to full-time equivalents) had risen from 3,330 to 3,471 by

year-end, an increase of 4 per cent or 141 full-time equivalents. Average headcount for the

year was 3,360, which represents an increase of 59 full-time equivalents or 2 per cent com-

pared to the previous year.

Note 9 Other operating expenses

in CHF 000 2012 2011

Distribution and sales expenses 125 437 121 947

Advertising and public relations 67 818 67 235

Rent, lease payments and licences 24 611 21 676

General operating expenses 61 472 76 674

Total 279 338 287 533

of which barter transactions 38 265 37 245

Other operating expenses amounted to 27 per cent of operating revenues (previous year

26 per cent) and thus decreased by 3 per cent or CHF 8.2 million to CHF 279.3 million. The

decrease is mainly attributable to the decline in general operating expenses. Alongside a

Tamedia Group

64

large number of minor changes, the decline is attributable to the use of third-party serv-

ices for sales activities at Tamedia Publications romandes in the previous year, which were

no longer incurred in the year under review. Distribution and sales expenses and the costs

for advertising and public relations remained stable compared to the previous year. The

increase in rent, lease payments and licences is attributable equally to rising rental and

licence expenditures.

Note 10Depreciation and amortisation

in CHF 000 2012 2011

Depreciation of property, plant and equipment 28 651 28 090

Impairment on goodwill 2 312 3 238

Amortisation of intangible assets 28 566 25 427

Other depreciation and value adjustments 809 71

Total 60 338 56 825

Depreciation and amortisation increased by 6 per cent or CHF 3.5 million to CHF 60.3 mil-

lion. While depreciation of property, plant and equipment rose by 2 per cent, amortisa-

tion of intangible assets increased by 12 per cent, due mainly to the increase in publish-

ing rights. The goodwill impairment loss associated with continuing operations totalled

CHF 2.3 million.

Note 11Associated companies

in CHF 000 2012 2011

Net income (loss) from the at-equity valuation of associated companies 4 010 6 943

Share of equity of associated companies 104 477 93 692

The share of net income of associated companies fell by CHF 2.9 million to CHF 4.0 mil-

lion in 2012, due in part to the sale of the investment in Epsilon SA in 2001 and the

absence of its share of net income. The rest of the change was largely attributable to the

general deterioration in economic conditions.

The share of equity of associated companies increased by a net CHF 10.8 million to

CHF 104.5 million. The investments acquired in associated companies Immostreet.ch SA,

TicinOnline SA as well as in associated companies Karriere.at GmbH, Karriere.ch AG and

x28 AG in connection with the acquisition of jobs.ch Holding AG are recognised for the

first time 2012. The corresponding value of the investment in the associated company

FashionFriends AG is no longer reported due to the latter’s full consolidation.

65

Share of net assets and income of associated companies

in CHF 000 2012 2011


Non-current assets 91 327 81 909

Assets 156 511 156 910



Net assets 104 477 93 692

Share of income (loss) of associated companies

Operating revenues 218 561 244 560



Depreciation and amortisation (5 617) (6 353)

Operating income (EBIT) 7 618 8 206

Financial income (1 974) 981

Income taxes (1 634) (2 243)

Net income (loss) 4 010 6 943

None of the shares of associated companies are publicly traded, with the result that pub-

lished share prices are not available. As the associated companies do not apply IFRS, the

financial statements available were adjusted to reflect IFRS principles, requiring estimates

to be made in some cases. Adjustments may be necessary in the coming years if new infor-

mation is made available. All the material companies close their accounts on 31 Decem-

ber.

Details of transactions with associated companies are disclosed in Note 43.

Tamedia Group

66

Note 12Financial result

in CHF 000 2012 2011

Interest income 430 294

Gains on marketable securities 6 169

Gains from sale of investments 2 719 4 863

Exchange gains 2 228 6 823

Financial income from IAS 19 12 876 18 031

Other financial income 1 18 237 10 894

Financial income 36 496 41 074

Interest expense (3 151) (6 448)

Losses on marketable securities – (481)

Impairment of financial assets (250) (512)

Exchange losses (2 582) (5 564)

Financial expense from IAS 19 (101) (141)

Other financial expense (171) (20)

Financial expense (6 256) (13 164)

Total 30 240 27 910



Financial income increased by CHF 2.3 million to CHF 30.2 million. Net financial income

resulting from the application of IAS 19 declined by CHF 5.1 million to CHF 12.8 million

in the year under review. The adjustment of CHF 18.1 million (previous year: CHF 10.6 mil-

lion) to the expected final instalment of the purchase price for Edipresse Suisse resulted

in an increase in other financial income. Gains from the sale of investments is attributa-

ble to the sale of various small investments. Exchange gains were down slightly, while

there was a decline in interest costs compared to the previous year associated with the

repayment of the purchase price due relating to the acquisition of Edipresse Suisse in the

first half of the year.

Note 13Income taxes

in CHF 000 2012 2011

Current income taxes (41 655) (34 695)

Deferred income taxes 2 112 (3 940)

Total (39 543) (38 634)

67

Analysis of tax expense

in CHF 000 2012 2011


Average income tax rate 21.5% 22.2%

Expected tax expense (using weighted average tax rates) (38 042) (47 832)

Income tax incurred in prior periods (1 482) (110)

Unrecognised deferred tax assets on tax loss carryforwards (1 355) (422)

Impact of deductions for investments in associatesand other non taxable items 3 437 12 020

Expenses not deductible for tax purposes (5 912) (366)

Amortisation of goodwill not deductible for tax purposes (486) (787)

Change in deferred taxes due to change in tax rates 1 195 366

Impact of changes in the valuation of deferred taxes 2 536 (1 042)

Other impacting items 564 (461)

Income taxes (39 543) (38 634)

Effective tax rate 22.3% 17.9%

The anticipated average income tax rate equals the weighted average of the rates of the

consolidated companies. This fell by 0.7 per cent in 2012 owing to the different distribu-

tion of profits to the cantons.

The effective tax rate increased from 17.9 per cent to 22.3 per cent. Income taxes

incurred in prior periods increased in 2012 due primarily to the offsetting for tax pur-

poses of a previously written down investments. The unrecognised deferred tax assets on

tax loss carryforwards are based on the assumption that for incurred losses the earnings

position of the companies in question does not currently make realisation possible. The

impact of deductions for investments and other non-taxable income fell considerably in

2012. This can be explained in particular by substantial write-downs, under commercial

law, of investments (without any deferred tax effects) 2011, which significantly reduced

the tax expense during the previous year. This one-off effect was partly offset in 2012, as

these investments were sold during the current year, resulting in expenses that were not

deductible for tax purposes from the perspective of consolidation.

Tamedia Group

68

Note 14Deferred tax assets and liabilities

in CHF 000 2012 2011

Deferred taxes based on temporary measurement differences on:

Other property, plant and equipment 260 –

Financial assets 365 2 434

Employee benefit plan assetsand employee benefit obligations as per IAS 19 20 204 15 453

Capitalized tax loss carryforwards 4 559 4 250

Other balance sheet items 658 –

Total deferred tax assets 26 046 22 137

Trade accounts receivable (1 449) (1 270)

Land and buildings (16 257) (17 445)

Other property, plant and equipment (10 724) (10 343)

Financial assets (679) –

Intangible assets (120 255) (88 956)

Provisions (4 560) (4 560)

Other balance sheet items (1 174) (3 545)

Total deferred tax liabilities (155 099) (126 119)

Total deferred taxes (129 053) (103 982)

of which deferred tax assets 5 432 3 840

of which deferred tax liabilities (134 485) (107 823)

The increase of CHF 25.1 million is predominantly attributable to the impact of the acqui-

sition of jobs.ch Holding AG.

Tax loss carryforwards

in CHF 000 2012 2011

Recognised tax loss carryforwards 4 559 4 250

Weighted average income tax rate 18.0% 19.3%

Corresponding to effective tax loss carryforwards (25 264) (22 047)

Expiring within 1 year – –

Expiring in 2 to 5 years (5 852) (4 114)

Expiring later than in 5 years (19 412) (17 932)

69

The realisability of these capitalised tax loss carryforwards will depend on the taxable

profits generated in the future. Estimates over a period of several years, which also take

into account changes in existing tax laws and tax rates, form the basis for the evaluation

of the likelihood of their realisation. The relevant companies fulfil the prerequisites for

their realisation based on their current earnings position.

in CHF 000 2012 2011

Unrecognised tax loss carryforwards (50 431) (39 608)

Expiring within 1 year (1) (17)

Expiring in 2 to 5 years (35 035) (27 589)

Expiring later than in 5 years (15 395) (12 002)

The unrecognised tax loss carryforwards increased as of the end of 2012 by CHF 10.8 mil-

lion to CHF 50.4 million. This was mainly attributable to the discontinued operations of

scoup AG and the first-time consolidation of FashionFriends AG.

Note 15 Discontinued operations

The products and investments listed below are disclosed in the income statement, balance

sheet and cash f low statement as discontinued operations. The resolutions of the Board

of Directors and their assessment that the necessary criteria are fulfilled form the basis for

the decision as to whether these activities are to be disclosed as discontinued operations

or as assets held for sale. To the extent that assets held for sale still exist for these opera-

tions as of the balance sheet date, they are disclosed separately as such in the balance

sheet. The previous year’s figures in the income statement and segment reporting have

been adjusted accordingly. No retroactive adjustments have been made to the balance

sheet.

Since its closure at the end of March 2011, the printing center in Oetwil am See has been

reported as a discontinued operation. As of 31 December 2012 there were no further dis-

continued operations. In April 2011 Tamedia decided to discontinue its involvement in

radio and TV broadcasting, with the result that on 4 January 2012, AZ Medien AG and BT

Holding AG acquired Tamedia’s TV operations TeleBärn, TeleZüri and its 100 per cent stake

in Belcom AG. On 27 April 2012, Zürichsee Media AG acquired the radio broadcaster Cap-ital FM. The sale of Radio 24 to BT Holding AG was completed on 12 July 2012. The disposal

of the specialist agricultural publications took place in the form of the sale of the news-

paper Terre & Nature to the Biel-based media house Gassmann with effect from 30 Septem-

ber 2012 and the sale of the 49% stake in Schweizer Bauer to the Ökonomische und Gemein-

nützige Gesellschaft des Kantons Bern (OGG) with effect from 12 December 2012.

The radio and TV stations mentioned above and the specialist publications sold in 2012

are included in discontinued operations in the previous year. The gains generated by the

sale of these activities are also reported under discontinued operations.

Net assets held for sale declined by CHF 66.0 million from CHF 74.5 million to CHF 8.5

million, mainly due to the sale of radio and TV activities and of specialist publications.

Furthermore, a property in Bülach was sold, thereby reducing net assets held for sale by

Tamedia Group

70

CHF 2.1 million. The condominiums in the property in Thun and the assets of the print-

ing center at Oetwil am See continue to be earmarked for sale.

Income statement for discontinued operations

in CHF 000 2012 2011



Depreciation and amortisation (287) (3 749)

Operating income (EBIT) 495 6 477

Financial expense (62) (342)

Income before taxes 434 6 135

Income taxes (494) (646)

Net income (loss) from the disposal and evaluation of assets 18 230 (3 751)

Taxes on the disposal and evaluation of assets (3 865) –

Net income (loss) 1 14 305 1 737

Net income (loss) of discontinued operations per share 2 in CHF 1.35 0.16

1 There are no non-controlling interests in net income of discontinued operations.

2 Both diluted and undiluted

71

Balance sheet for discontinued operations

in CHF 000 2012 2011 1

Cash and cash equivalents – 13 229

Trade accounts receivable – 5 862

Other receivables – 315

Accrued income and prepaid expenses – 233

Current assets – 19 639

Property, plant and equipment 8 882 15 340

Investments in associated companies – 20

Other non-current financial assets – 3 437

Deferred tax assets – 130

Intangible assets 17 49 032


Assets 8 898 87 598

Trade accounts payable (172) (731)

Current taxes payable – (1 162)

Other current liabilities – (1 534)

Deferred revenues and accrued liabilities – (8 141)

Current provisions – (3)

Current liabilities (172) (11 571)

Deferred tax liabilities (243) (1 484)

Non-current provisions – (45)

Non-current liabilities (243) (1 528)

Liabilities (415) (13 100)

Net assets 8 483 74 498


Cash flow statement for discontinued operations

in CHF 000 2012 2011

Cash flow from (used in) operating activities 228 8 548

Cash flow from (used in) investing activities 61 562 21 293

Cash flow from (used in) financing activities – –

Change in cash and cash equivalents 61 790 29 842

Headcount for discontinued operations

Number 2012 2011

As of 31 December – 196

Average 47 213

Tamedia Group

72

Note 16Non-controlling interests in income

in CHF 000 2012 2011

Non-controlling interests in income 1 903 2 631

Non-controlling interests in loss (3 787) (1 877)

Total (1 885) 754

Note 17Income per share

2012 2011

Weighted average number of shares outstanding during the year

Number of issued shares 10 600 000 10 600 000

Number of treasury shares (weighted average) 1 12 491 14 240

Number of outstanding shares (weighted average) 10 587 509 10 585 760

Undiluted

Net income (loss) attributable to shareholders in CHF 000 153 916 178 045

Net income (loss) of continuing operations(attributable to shareholders) in CHF 000 139 612 176 307

Weighted average of outstanding shares applicablefor this calculation 10 587 509 10 585 760

Net income (loss) per share in CHF 14.54 16.82

Net income (loss) of continuing operations per share in CHF 13.19 16.66

Diluted

Net income (loss) attributable to shareholders in CHF 000 153 916 178 045

Net income (loss) of continuing operations(attributable to shareholders) in CHF 000 139 612 176 307

Weighted average of outstanding shares applicablefor this calculation 10 601 619 10 594 824

Net income (loss) per share in CHF 14.52 16.80

Net income (loss) of continuing operations per share in CHF 13.17 16.64

1 Not included in the calculation of the treasury shares are the 250,000 shares that build an integrated part of the purchase price of the remaining 49.9 per

cent of the Edipresse Suisse equity capital. This portion of the purchase price was recognised directly in shareholders’ equity at the time of the acquisition

(see also Note 1).

The dilution takes into account the possible impact of the share-based compensation of

the Management Board of Tamedia AG.

73

Note 18 Trade accounts receivable

in CHF 000 2012 2011

Trade accounts receivable from third parties 166 823 160 817

Trade accounts receivable from associated companies 5 347 5 265

Provisions for doubtful trade accounts receivable (5 294) (4 460)

Total 166 876 161 622

Trade accounts receivable in the year under review increased by 3 per cent to CHF 166.9

million, with provisions of CHF 5.3 million set aside for trade accounts receivable whose

receipt was doubtful.

Trade accounts receivable are non-interest bearing and are typically due within a period

of 30 days. Their maturity as of the balance sheet date is shown in the following table.

Maturity of trade accounts receivable from third parties and associated companies

in CHF 000 2012 2011

Not yet due 143 064 137 928

Past due up to 30 days 18 466 16 553

Past due 30 to 60 days 5 442 5 308

Past due 60 to 90 days 1 971 721

Past due 90 to 120 days 439 380

Past due over 120 days 2 788 5 192

As of 31 December 172 169 166 082

The change in the provisions for doubtful trade accounts receivable is shown in the fol-

lowing table:

in CHF 000 2012 2011

As of 1 January (4 460) (3 096)

Change in group of consolidated companies – 15

Increase (2 566) (2 768)

Reversals 307 29

Used during the financial year 1 426 705

Reclassification to discontinued operations – 654

As of 31 December (5 294) (4 460)

Tamedia Group

74

Note 19Inventories

in CHF 000 2012 2011

Raw, auxiliary and operating materials 3 999 5 320

Finished goods 90 90

Trade merchandise 5 202 21

Total 9 292 5 431

Inventories increased by CHF 3.7 million to CHF 9.3 million, mainly due to the first-time

inclusion of the inventories of FashionFriends AG.

75

Note 20 Property, plant and equipment

in CHF 000 Land Buildings, Technical Furnishings, Advance Total

installations and equipment and motor vehicles payments and

structural machinery and works assets under

facilities of art construction

Historical cost

As of 31 December 2010 63 583 253 754 225 728 12 074 3 980 559 119

Change in group of consolidated companies 8 503 30 763 27 715 2 994 – 69 975

Additions – 1 220 12 336 1 485 22 729 37 770

Disposals (1 844) (6 525) (10 336) (1 020) – (19 725)

Transfers (2 418) (8 686) (6 218) (508) (2 425) (20 254)

As of 31 December 2011 67 824 270 525 249 226 15 025 24 284 626 885

Change in group of consolidated companies – 359 239 316 – 914

Additions – 43 950 245 16 754 17 992

Disposals – (2 747) (6 576) (358) – (9 681)

Transfers – 129 1 935 168 (2 232) –

As of 31 December 2012 67 824 268 310 245 773 15 396 38 806 636 110

Accumulated depreciation

As of 31 December 2010 479 112 889 117 677 9 102 – 240 147

Change in group of consolidated companies – – – – – –

Annual depreciation – 9 477 18 545 1 351 – 29 372

Impairment losses – – – – – –

Disposals (479) (753) (9 596) (734) – (11 562)

Transfers – (467) (3 969) (322) – (4 758)

As of 31 December 2011 – 121 145 122 657 9 397 – 253 199

Change in group of consolidated companies – – – – – –

Annual depreciation – 8 677 18 767 1 207 – 28 651

Impairment losses – – – – – –

Disposals – (2 690) (6 054) (65) – (8 809)

Transfers – (2) (77) 79 – –

As of 31 December 2012 – 127 130 135 293 10 618 – 273 042

Net carrying value of assets

As of 31 December 2011 67 824 149 380 126 569 5 628 24 284 373 686

As of 31 December 2012 67 824 141 179 110 480 4 778 38 806 363 068

Property, plant and equipment decreased overall by CHF 10.6 million, from CHF 373.7

million to CHF 363.1 million. Changes in the group of consolidated companies resulted

in an increase of CHF 0.9 million. Investments of CHF 18.0 million in property, plant and

equipment were offset by depreciation and amortisation of continuing operations of

CHF 28.7 million. In the year under review, no additional property, plant and equipment

Tamedia Group

76

were held for sale, which is the reason for the absence of reclassifications to discontinued

operations.

Investments significantly declined from CHF 37.8 million to CHF 18.0 million. Invest-

ments made during the year under review related primarily to the new office building on

the Zurich Werd site and to technical equipment and machinery. Investments in the new

building declined substantially over the previous year due to the advanced stage of con-

struction. Depreciation and amortisation was CHF 0.7 million lower than in the previous

year.

Details on pledging of property, plant and equipment are given in Note 40.

Note 21Non-operational land and buildings

As of the balance sheet date, the Group did not own any non-operational land and build-

ings.

Note 22Other non-current financial assets

in CHF 000 2012 2011

Non-current loans to third parties 5 853 108

Non-current loans to associated companies 2 548 7 400

Other non-current financial assets 442 538

Total 8 843 8 046

Other non-current financial assets increased by CHF 0.8 million to CHF 8.8 million. Non-

current loans to third parties increased by CHF 5.7 million, which is mainly attributable

to the granting or assigning of loans in connection with the payment of purchase prices

related to the disposal of investments and of a property. Non-current loans to associated

companies declined by CHF 4.9 million, which is essentially attributable to the first-time

full consolidation of FashionFriends AG. Other non-current financial assets decreased by

CHF 0.1 million as a result of the f luctuation of long-term positive replacement values of

derivative financial instruments.

Details on pledges of other financial assets can be found in Note 40.

77

Note 23 Employee benefits

Development of amounts recognised in the income statement

in CHF 000 2012 2011

Current employer service cost (31 308) (38 301)

Interest cost (37 626) (42 276)

Expected return on plan assets 50 402 60 136

Recognition of past service cost 7 673 1 397

Effect of plan curtailments/settlements 642 3 430

Further effects 1 962 531

Company’s net periodic pension cost (8 255) (15 083)

Amounts recognised in the balance sheet

in CHF 000 2012 2011

Present value of employee benefit obligations (1 692 783) (1 587 105)

Fair value of plan assets 1 607 813 1 526 042

Net plan assets/(net plan liabilities) (84 971) (61 063)

Unrecognised past service cost (7 565) (8 785)

Net plan assets (liabilities) recognised in the balance sheet (92 536) (69 848)

of which net plan assets as per IAS 19 – 2 308

of which net plan liabilities as per IAS 19 (92 536) (72 156)

Development of employee benefit obligations

in CHF 000 2012 2011

Present value as of 1 January (1 587 105) (1 061 657)

Interest cost (37 626) (42 276)

Current employer service cost (31 308) (38 301)

Employee contributions (22 503) (22 181)

Increase/decrease due to plan amendments 6 403 658

Benefits paid 73 255 74 613

Change in group of consolidated companies (11 794) (494 154)

Effect of plan curtailments/settlements 9 265 18 815

Actuarial gains/(losses) (91 370) (22 623)

Present value as of 31 December (1 692 783) (1 587 105)

Tamedia Group

78

Development of plan assets

in CHF 000 2012 2011

Fair value as of 1 January 1 526 042 1 079 613

Expected return on plan assets 50 402 60 136

Employer contributions 26 123 25 801

Employee contributions 22 503 22 181

Benefits paid (73 255) (74 613)

Change in group of consolidated companies 12 107 493 378

Effect of plan curtailments/settlements (8 623) (15 385)

Actuarial gains/(losses) 52 514 (65 069)

Fair value as of 31 December 1 607 813 1 526 042

Development of amounts recognised in the balance sheet

in CHF 000 2012 2011

Net plan assets/(net plan liabilities) as of 1 January (69 848) 7 900

Net periodic pension cost (8 255) (15 083)

Actuarial gains (losses) recognised in equity (38 856) (87 692)

Employer contributions 26 123 25 801

Change in group of consolidated companies (1 699) (774)

Net plan assets/(net plan liabilities)

as of 31 December (92 536) (69 848)

Based on the headcount as of 31 December 2012, it can be assumed that contributions to

defined benefit plans will amount to CHF 26.0 million in 2013.

Allocation of plan assets

2012 2011

Equity securities 1 31.5% 27.6%

Bonds 31.9% 39.1%

Real estate; used by Tamedia companies 0.0% 0.0%

Real estate; other 26.1% 24.6%

Other 10.4% 8.6%

Total 100.0% 100.0%

1 The investments in equity securities do not include any directly held shares in Tamedia AG. On the other hand, fund products managed by third parties may

include shares in Tamedia AG.

Expected return on plan assets

The expected return is calculated as the weighted average as per the investment strategy

and the expected returns per investment category. The assumptions for each individual

79

investment category of the plan assets are based on long-term market expectations over

the period during which the employee benefit obligations will fall due for payment.

Value of property, plant and equipment used by the Group

No assets belonging to pension plans are used by consolidated companies or associated

companies.

Actuarial assumptions

2012 2011

Discount rate 1.9% 2.4%

Expected long-term rate of return on plan assets 3.3% 3.3%

Expected salary increases 1.0% 1.0%

Pension increases 0.0% 0.0%

Long-term interest on pension entitlements 1.9% 2.4%

The most recent actuarial calculations (using the projected unit credit method) were made

as of 31 December 2012.

Contributions to defined contribution plans

in CHF 000 2012 2011

Total 534 653

Liabilities to employee benefit funds

in CHF 000 2012 2011

Liabilities to Tamedia employee benefit funds – –

Liabilities to other employee benefit funds – 284

Total – 284


in CHF 000 2012 2011 2010 2009 2008

Present value of employee benefit obligations (1 692 783) (1 587 105) (1 061 657) (965 098) (947 080)

Fair value of plan assets 1 607 813 1 526 042 1 079 613 1 071 489 985 022

Total (84 971) (61 063) 17 956 106 391 37 942

Expected loss/(gain)on employee benefit obligations (3 517) (41 021) (24 854) (10 145) 1 299

Actuarial gains/(losses) on plan assets 52 514 (65 069) (1 061) 93 860 (161 190)

Tamedia Group

80

Note 24Intangible assets

in CHF 000 Goodwill Publishing rights, Recognised Other intangible Total

brand rights software assets,

and other legal rights project costs assets under

construction

Historical cost

As of 31 December 2010 342 266 93 192 35 273 2 566 473 298

Change in group of consolidated companies 147 171 319 157 17 026 416 483 770

Additions – – 3 440 2 242 5 682

Disposals – (909) (2 742) (184) (3 835)

Transfers (44 806) (4 889) (505) (161) (50 361)

As of 31 December 2011 444 631 406 552 52 491 4 879 908 553

Change in group of consolidated companies 256 373 188 639 7 605 15 452 632

Additions 0 412 346 2 778 3 536

Disposals – (64) – (1 886) (1 950)

Transfers 56 (100) 3 055 (3 011) –

As of 31 December 2012 701 061 595 438 63 497 2 775 1 362 772

Accumulated amortisation

As of 31 December 2010 8 889 11 966 19 093 2 076 42 024

Change in group of consolidated companies (4 300) (3 016) (283) – (7 600)

Annual amortisation – 15 668 9 948 260 25 877

Impairment losses 5 235 – – – 5 235

Disposals – (436) (2 714) (46) (3 196)

Transfers (2 006) (707) (301) – (3 014)

As of 31 December 2011 7 818 23 474 25 743 2 290 59 325

Change in group of consolidated companies – – – – –

Annual amortisation – 19 002 9 528 37 28 566

Impairment losses 2 312 – – – 2 312

Disposals – (9) – (1 620) (1 629)

Transfers 57 (100) 554 (510) –

As of 31 December 2012 10 187 42 367 35 824 197 88 574

Net carrying value of assets

As of 31 December 2011 436 813 383 077 26 749 2 589 849 228

As of 31 December 2012 690 874 553 071 27 673 2 579 1 274 197

Intangible assets increased by CHF 425.0 million, from CHF 849.2 million to CHF 1,274.2

million, with the increase primarily attributable to additions of CHF 452.6 million result-

ing from the change in the group of consolidated companies relating to publishing and

brand rights as well as goodwill. In addition to the intangible assets of FashionFriends AG

and jobs.ch, the additions to the group of consolidated companies comprise publishing and

brand rights as well as goodwill arising from the acquisition of the activities of Bilan, Lan-

81

genthaler Tagblatt and Tribune des Arts. Further information can be found in Note 1 on the

acquisition of consolidated companies and activities. The other additions amounting to

CHF 3.5 million mainly comprise costs in connection with software development. The

additions were offset by current depreciation of CHF 28.6 million and goodwill impair-

ment of CHF 2.3 million. No significant net disposals of intangible assets were reported in

the year under review, nor were any additional intangible assets held for sale, which is the

reason for the absence of any reclassifications to discontinued operations.

Apart from goodwill, there are intangible assets (trademarks/URLs) with indefinite use-

ful lives in the following business segments:

in CHF 000 2012 2011

Business division



Digital 127 155 56 903

Total 240 035 166 931

Further information on goodwill and impairment testing is provided in the following

note.

Note 25 Goodwill

in CHF 000 2012 2011

Business division



Digital 348 495 98 460

Total 690 874 436 813

The carrying amount of goodwill was examined for each cash-generating unit as of

31 December 2012. These relate to individual products, some of which are considered as

independent products within their own company. Their values in use are calculated using

the discounted cash f low method.

Tamedia Group

82

The calculations on which the business plans are based refer to those values directly

achieved in the previous year, the current budget figures for 2013 and the medium-term

expectations for each of the business divisions. The data include the latest estimates as

they relate to changes in revenues and costs. The estimates relating to the changes in rev-

enues take into account external market data (WEMF, Media Focus, NET-Metrix) and are

based on the current numbers of readers or users, the future development of which is

forecasted individually. Measures serving to improve the results are only taken into

account if they have been officially adopted and are already being implemented. The busi-

ness risks, the assessment of which varied, have been taken into consideration in the busi-

ness plans. The business plans cover a period of four years. For the following years, the

growth rate in most of the business divisions was set at 1.1 per cent, or 1.6 per cent in the

case of Digital (previous year: 0.0 and 1.0 per cent). The discount rates applied (WACC) are

shown in the following table.

2012 2011

WACC before tax

Print Regional 8.0–8.4% 8.0–9.7%

Print National 7.2–7.5% 8.3–9.3%

Digital 7.3–9.4% 8.5–10.5%

The discount rates before tax applied for the significant cash generating units amount

to 8.2 per cent at Print Regional (previous year: 8.3 per cent), 7.4 per cent at Print National

(previous year: 8.5 per cent) and 9.4 per cent at Digital (previous year: 9.8 per cent).

Based on the calculations made, goodwill impairment of CHF 2.3 million was identified

for the Digital business division in 2012, whereas an impairment loss of CHF 3.2 million

has been recognised on goodwill in the prior year.

Additional goodwill impairment could result from changes in the base data used for

testing the carrying amount of goodwill, such as an ongoing deterioration in the gross

margin or a change in cost structure. Tamedia assumes that the cost structure would be

adapted accordingly in the case of any deterioration in the gross margin. The possible

effects as of 31 December are therefore presented on the basis of an assumed reduction in

free cash f low and an increase in WACC.

83

in CHF 000 2012 2011

Effects on capitalised goodwill of a reduction in cash flow of

10%

Print Regional – (114)

Print National – –

Digital – (3 044)

20%

Print Regional – (15 494)

Print National – –

Digital – (3 384)

at an increased WACC by 2%

Print Regional (409) (15 014)

Print National (36) –

Digital (554) (4 155)

Note 26 Financial liabilities

in CHF 000 2012 2011

Current liabilities to banks 65 931 84 800

Other current financial liabilities to third parties 6 920 559

Other current financial liabilities to associated companies – 2

Other current financial liabilities to related companies 2 667 59 272

Current financial liabilities 75 518 144 634

Non-current liabilities to banks 169 530 1 491

Non-current loans from third parties 22 548 1 741

Non-current loans from associated companies 5 407 1 000

Other non-current financial liabilities to related companies 780 85 872

Non-current financial liabilities 198 264 90 104

Financial liabilities 273 782 234 737

Weighted average interest rate

Due within 1 year 1.2% 0.8%

Due 1 to 5 years 1.3% 0.9%

Due beyond 5 years n/a n/a

Financial liabilities increased by CHF 39.0 million to CHF 273.8 million. Most of the recog-

nised current account liabilities and fixed advances arising from the financing of the

acquisition of Edipresse Suisse were repaid in the year under review. Current liabilities to

banks as of the balance sheet date include mainly the shares of the new credit facility due

over the short term of a maximum CHF 235.0 million that Tamedia concluded with a

banking consortium for the acquisition of jobs.ch Holding AG on 22 November 2012.

Non-current liabilities to banks as of the end of 2012 included mainly the shares of the

above new credit facility that are due over the long term. The rise in non-current loans

Tamedia Group

84

payable to third parties resulted from the first-time inclusion of jobs.ch Holding AG. The

decline in other current and non-current financial liabilities is attributable to the adjust-

ment and fulfilment of the purchase price obligation in respect of the acquisition of Edi-

presse Suisse.

Note 27Trade accounts payable

in CHF 000 2012 2011

Trade accounts payable to third parties 49 356 58 463

Trade accounts payable to associated companies 2 480 5 136

Total 51 836 63 599

The total amount of trade accounts payable was CHF 51.8 million, which represents a

decrease of CHF 11.8 million compared to the previous year. Trade accounts payable are

non-interest bearing and are normally payable within a period of 30 days.

Note 28Other current liabilities

in CHF 000 2012 2011 1

Liabilities to public authorities 12 008 5 223

Liabilities to insurance companies 3 733 2 127

Liabilities to employee benefit funds 468 9

Liabilities to employees 895 3 092

Advance payments from customers 4 011 3 431

Other current liabilities 14 637 12 961

Total 35 751 26 843


Other current liabilities increased by CHF 8.9 million to CHF 35.8 million, which is prima-

rily attributable to higher outstanding value-added tax liabilities and the first-time con-

solidation of jobs.ch. Other current liabilities are non-interest bearing and are normally

payable within a period of 30 days.

Note 29Deferred revenues and accrued liabilities

in CHF 000 2012 2011 1

Deferred subscription revenues 159 015 158 174

Deferred online revenues 33 001 6 556

Deferred items, personnel 24 384 23 914

Other accrued liabilities 41 324 45 820

Total 257 724 234 463


85

Deferred revenues and accrued liabilities increased by CHF 23.3 million from CHF 234.5

million to CHF 257.7 million. Deferred subscription revenues did not change significantly

compared with the previous year. Deferred revenues for online services rose by a substan-

tial CHF 26.4 million to CHF 33.0 million, mainly due to the first-time consolidation of

jobs.ch.

Note 30 Provisions

in CHF 000 Long service Personnel Restoration Litigation risk, Total

awards provisions/ costs + inherit- other

Restructuring ed pollution

As of 1 January 2011 2 947 5 890 1 700 2 478 13 015

Change in group of consolidated companies 2 715 2 833 – 332 5 879

Increase 2 017 1 109 – 448 3 575

Reversal (118) (1 981) (650) (887) (3 637)

Used during the financial year (338) (5 506) – (804) (6 648)

Transfer (48) – – – (48)

As of 31 December 2011 7 175 2 344 1 050 1 567 12 137

Due within 1 year 538 2 344 – 715 3 597

Due between 1 and 5 years 6 637 – 1 050 852 8 539

Due beyond 5 years – – – – –

As of 1 January 2012 7 175 2 344 1 050 1 567 12 137

Change in group of consolidated companies – – – – –

Increase 449 2 603 222 280 3 555

Reversal (7) (56) (50) (797) (909)

Used during the financial year (103) (2 008) – (54) (2 165)

Transfer – – – – –

As of 31 December 2012 7 515 2 884 1 222 997 12 617

Due within 1 year 590 2 883 – – 3 473

Due between 1 and 5 years 6 925 – 1 222 997 9 144

Due beyond 5 years – – – – –

Current and non-current provisions increased by CHF 0.5 million from CHF 12.1 million

to CHF 12.6 million. Additional recognized provisions of CHF 3.6 million for long-service

awards, personnel provisions, restructuring and litigation risks were offset by the rever-

sal in the income statement of unused provisions of CHF 0.9 million in all categories in

the same amount. The increase in personnel provisions is a result of social plans agreed

in 2012. The provisions used of around CHF 2.2 million primarily relate to personnel pro-

visions and restructuring. With regard to non-current provisions, the outf low of capital

is expected within the next five years.

The provision for long-service awards is determined on the basis of actuarial principles.

The personnel provisions consist mainly of the costs that are still expected in conjunction

with the agreed financial restructuring measures. Restoration costs and inherited pollu-

tion include the estimated costs for restoring rented properties to their original state once

they have been vacated and guarantees for the removal of inherited pollution for proper-

Tamedia Group

86

ties sold. The due dates for restoration costs in the case of rented premises depend on the

terms of the relevant agreements. The provisions for litigation risks relate to current cases.

Other provisions include several different items, which, if considered individually, are

not significant in nature.

The amount set aside for provisions and the point in time at which such will result in a

cash outf low is based on best possible estimates and may deviate from actual circum-

stances in the future.

Note 31Share capital

There continue to be 10,600,000 fully paid registered shares with a nominal value of

CHF 10 each.

A shareholders’ binding agreement exists for 67.0 per cent of the 10.6 million registered

shares of Tamedia AG. The members of the shareholders’ binding agreement (pool agree-

ment) currently own 71.8 per cent of the shares.

On 27 April 2012, shareholders approved the recommendation of the Board of Directors

that a dividend of CHF 5.75 be distributed for the 2011 financial year from the capital con-

tribution reserves created from the surplus generated by the capital increase in 2007 that

took place as part of the acquisition of Espace Media Groupe. For the 2012 financial year,

the Board of Directors will recommend to the Annual General Meeting of 26 April 2013

that a dividend of CHF 4.50 per dividend-bearing share be distributed.

Note 32Treasury shares

2012 2011

Number of treasury shares

As of 1 January 264 402 238 497

Additions – 27 865

Disposals (7 553) (1 960)

As of 31 December 256 849 264 402

Initial value of treasury shares in CHF 000

As of 1 January 18 618 15 256

Additions – 3 458

Disposals (368) (96)

As of 31 December 18 250 18 618

Market value 26 378 30 803

Paid/received prices in CHF

Additions (weighted average) n/a 124.09

min. n/a 124.00

max. n/a 125.00

Disposals (weighted average) 48.75 48.75

min. 48.75 48.75

max. 48.75 48.75

87

The year-end price of treasury shares was CHF 102.7, compared with CHF 116.5 at the end

of the previous year. The price development can be seen in the chart on page 34.

3,638 treasury shares with a total value of CHF 0.2 million were issued in 2012 for the

2011 financial year (see also Note 45) as part of the employee profit participation pro-

gramme. In addition, 3,915 treasury shares with a total value of CHF 0.2 million were also

issued in connection with the profit participation programme of the Management Board

for the 2011 financial year (see also Note 44). No additional treasury shares were pur-

chased in the 2012 financial year.

Tamedia Group

88

Further disclosures in relation to the consolidated financial statements

Note 33Joint ventures

in CHF 000 2012 2011



Assets 47 039 43 062



Liabilities 28 072 23 064

Equity 18 967 19 998

Liabilities and equity 47 039 43 062




The figures relating to joint ventures include the shares in companies consolidated by

means of proportionate consolidation. No new joint ventures were entered into or discon-

tinued in 2012. These figures are shown prior to the elimination of intercompany trans-

actions.

Note 34Sureties and guarantee obligations to the benefit of third parties

in CHF 000 2012 2011

Surety obligations, subordinated claims in favour of third parties – 350

Guarantee obligations 934 3 174

Total 934 3 524

No more subordinated claims in favour of third parties existed as of the balance sheet

date. Guarantee obligations of CHF 0.9 million exist (previous year: CHF 3.2 million). There

are no further sureties or guarantee obligations assets to the benefit of third parties and

associated companies.

Note 35Financial leases

No financial leases existed as of the balance sheet date.

89

Note 36 Operating leases and rental commitments

Rental agreements are currently in place for real estate as well as lease agreements for

vehicles and office equipment. The lease agreements have a residual term of between one

and four years and are generally at fixed conditions. The residual terms of the real estate

rental agreements are generally between one and five years. A longer term was agreed

upon for the Medienhaus Werd property in Zurich (eight years, until the end of 2020).

Otherwise, no special agreements were entered into.

in CHF 000 2012 2011

Land, buildings and office premises 50 235 51 530

Machinery and furnishings 3 292 3 380

Total 53 526 54 910

Due within 1 year 14 210 12 428

Due between 1 and 5 years 31 530 30 808

Due beyond 5 years 7 787 11 674

Total 53 526 54 910

Costs recognised in the financial year under the item rent,lease payments and licences (see also Note 9) 15 520 13 849

Note 37 Pending transactions

Framework agreements have been entered into with major suppliers of newsprint and

magazine paper. Agreements that relate to the 2013 delivery period or subsequent years

amount to CHF 37.4 million. A general contractor works agreement was entered into in

2010 for the construction of the new building on the Zurich Werd site, which gave rise to

acceptance obligations of CHF 11.1 million as of the end of 2012 (previous year: CHF 19.3

million). As of the balance sheet date, there were no further pending transactions.

Note 38 Information on financial risk management

The Board of Directors convenes regularly to discuss the assessment of risks (two meetings

held in 2012). It prepared an overview of the various risks and assessed these according to

the likelihood of their occurrence and their possible consequences. In addition, the Board

of Directors considered measures to reduce key risks. These assessments were then com-

pared and aligned with those prepared by the Management Board.

The Board of Directors and Management Board currently consider the following risks as

being significant: The effects of the general economic development and structural change

in the media sector, the change in behaviour of advertising customers and media con-

sumers, the change in operating conditions (in particular in the online area with free com-

petition on the part of SRG financed by television licence fees) and in general new proj-

ects both at home and abroad. In contrast, any risks associated with operational errors and

weaknesses or natural hazards are assessed as being less critical.

Interest rate risk

Interest rate risk is managed centrally. Short-term interest rate risks are generally not

hedged. The interest rate risk arising from the financing of the acquisition of Edipresse

Tamedia Group

90

Suisse was hedged in 2010 with interest rate swaps. Following the early and full repay-

ment of the credit facility at the end of 2010, only a portion of the hedging transaction

could be used for the intended purpose. The interest rate risk arising from the financing

of the takeover of jobs.ch Holding AG has not been hedged. As of the balance sheet date,

there were no other hedges of long-term interest rate risks.

The risk resulting from changes in market interest rates mainly affect current and non-

current financial liabilities. The following table provides details of the items that are sub-

ject to interest rate risks and the impact of a possible change in interest rates on the

Group’s earnings before taxes.

2012 2011

in CHF 000 Variable Fixed Variable Fixed

interest rate interest rate interest rate interest rate

Assets

Cash and cash equivalents 111 751 – 114 581 –

Loans receivable 5 847 2 554 4 164 3 470

Other financial receivables 74 – 353 –

Liabilities

Liabilities to banks and bank loans 383 233 764 35 300 49 500

Loans payable 4 955 23 000 3 232 1 000

Other interest-bearingfinancial liabilities 2 667 6 537 145 705 –

Impact on earnings before taxesat a change of +/– 0.1% +/– 110 +/– 303

Currency risk

Risks from exchange rate f luctuations may result in particular from the purchase of paper

or investments. Exchange rate risks are hedged centrally and accordingly minimised to the

extent that such action is considered expedient.

At this time, exchange rate risks are mainly related to purchases made in foreign cur-

rencies. Their countervalue amounted to CHF 62.0 million in 2012. These risks related for

the most part to transactions in EUR and were hedged for paper purchases of CHF 54.6 mil-

lion in 2013. Details of existing hedges for 2012 and 2013 with forward exchange trans-

actions can be found in Note 39. At this time, no significant revenues are generated in any

currency other than in CHF.

Other currency risks result from business transactions conducted by the joint venture

company Edita SA, which operates in Luxembourg and conducts its business in EUR. These

risks are currently not being hedged.

The effects on earnings before taxes of a possible change in the exchange rates of 5 per

cent on the items in the balance sheet in EUR amounted to CHF 0.1 million as of the end

of 2012 (previous year: CHF 0.1 million).

91

Credit default risk

Trade accounts receivable are constantly monitored using standardised processes, which

are also supported by external debt collection partners. Standard guidelines are used to

make the necessary value adjustments (see also: Valuation guideline for accounts receiv-

able). The threat of cluster risks is minimised because of the large number and broad dis-

tribution of receivables from customers across all market segments. Quantitative informa-

tion on credit risk resulting from operations can be found in Note 18 Trade accounts

receivable.

The credit risk to which other financial assets are exposed relates to counterparty

defaults, in which case the maximum risk would be the carrying amount.

Liquidity risk

The risk of not having access to sufficient liquidity to settle liabilities is covered in a cur-

rent liquidity plan, which is continuously updated. The liquidity plan takes both day-to-

day operations and accounts receivable and liabilities into account.

In order to optimise the available financial resources, liquidity management and long-

term financing are undertaken centrally. This means that capital can be procured cost-

effectively and ensures that the liquid assets available match the payment obligations.

The due dates of the financial obligations are shown in the table below.

in CHF 000 Not yet due/ Up to 4 to Due between Due beyond Total

at call 3 months 12 months 1 and 5 years 5 years

Financial liabilities 69 926 1 495 4 097 198 264 – 273 782

of which derivative financial instruments – 343 582 766 – 1 691

Trade accounts payable 51 836 – – – – 51 836

Other liabilities 14 637 – – – – 14 637

Total 2012 136 399 1 495 4 097 198 264 – 340 255

Financial liabilities 84 928 59 381 325 92 425 – 237 058

of which derivative financial instruments – 268 164 1 491 – 1 924

Trade accounts payable 63 599 – – – – 63 599

Other liabilities 12 961 – – – – 12 961

Total 2011 161 487 59 381 325 92 425 – 313 618

Capital management

The capital defined in conjunction with capital management corresponds to reported

equity.

The purpose of capital management is to ensure that the objectives described below are

achieved. The amount of capital necessary for day-to-day operations should be drawn

from funds earned by the Group itself. The dividends paid to shareholders are adjusted as

a means of managing capital. It should, as a rule, be possible to settle financial obligations

from the Group’s own funds within a year. The aim is to be able to pay dividends to share-

holders in the range of 35 to 45 per cent of net income and to report an equity ratio that

is significantly higher than 50 per cent over the long term.

Tamedia Group

92

Note 39Financial instruments

category 2012 2011

in CHF 000 Carrying value Fair value Carrying value Fair value

Cash and cash equivalents 1 111 751 111 751 114 615 114 615

Current financial assets 4 882 882 2 012 2 012

Trade accounts receivable 2 166 876 166 876 161 622 161 622

Current financial receivables 2 74 74 353 353

Other non-current financial assets 8 843 8 255 8 046 7 519

of which loans receivable 2 8 401 7 813 7 508 6 981

of which other non-current financial assets 2 442 442 538 538

Current financial liabilities 5 9 587 9 895 144 633 144 633

Trade accounts payable 5 51 836 51 836 63 599 63 599

Other liabilities 5 14 637 14 637 12 961 12 961

Non-current financial liabilities 5 198 264 198 775 90 104 90 493

of which summarized by hierarchy levels (IAS 39)

Cash and cash equivalents 1 111 751 111 751 114 615 114 615

Loans and trade accounts receivable 2 175 793 175 205 170 022 169 494

Financial instruments held for sale 3 – – – –

Financial instruments held for trading purposes 4 882 882 2 012 2 012

Financial liabilities measured at amortised cost 5 274 324 275 143 311 297 311 686

Wherever possible, fair value is determined by market prices. If these are not available,

the Group undertakes its own calculations, which are generally based on the discounted

cash f low method.

Tamedia uses the following measurement hierarchy for determining the fair value of

financial instruments:

–Level 1

Quoted, unadjusted market price in active markets.

–Level 2

Fair values calculated on the basis of observable market data. Either listed prices on

non-active markets or non-listed prices are taken into account. Such market values may

also be derived from prices indirectly.

–Level 3

Fair values that are not calculated on the basis of observable market data.

The forward exchange contracts and interest rate hedges included under current and non-

current financial assets and financial liabilities are the only financial instruments that are

classified under Level 2 in the fair value hierarchy. All other financial instruments are

classified under Level 1.

93

Forward currency contracts and interest rate hedges

in CHF 000 2012 2011

Contract volume 76 122 54 120

Fair value, due 299 1 466

Due within 1 year 299 1 340

Due within 1 and 5 years – 126

Due beyond 5 years – –

Cash flow hedge disclosures

Cash flow hedges recognised directly in other comprehensiveincome as of 31 December 846 2 378

Used for hedging as planned 469 (2 184)

Recognised directly in profit or loss 126 (505)

Forward euro contracts totalling CHF 54.6 million existed as of the balance sheet date for

the purpose of hedging the foreign currency risk arising from the framework agreements

for the purchase of newsprint and magazine paper. No additional hedging transactions

were entered into after the balance sheet date. The hedging transactions are recognised in

the income statement upon realisation, together with the underlying transactions. For-

ward exchange transactions were also used to ensure that the required amount of EUR was

available for the acquisition of MetroXpress Denmark SA and for payment of trade

accounts payable.

The interest rate risk associated with the three-year credit facility for the purchase com-

pleted in 2010 of 49.9 per cent of the share capital of Presse Publications SR S.A. (today

Tamedia Publications romandes SA) was hedged using an interest rate swap with the same

term, expiring in early 2013. Following the early and full repayment of the credit facility

at the end of 2010, only a portion of the hedging transaction could be used for the

intended purpose. The non-effective portion of the already expired swaps and the fair

value of the swaps still outstanding were therefore reported directly under financial

income and expense in the income statement.

Depending on their maturity, the fair values of these derivative financial instruments

were reported under current or non-current financial receivables or liabilities.

Note 40 Assets pledged as collateral or subject to liens

in CHF 000 2012 2011

Mortgages securing financial liabilities 224 133 11 000

related to land and buildings with a net carrying value of 182 830 7 058

Subscription insurance secured by assets 400 400

from securities with a value of 400 400

Assets pledged as collateral or subject to liens 224 533 11 400

from assets with a consolidated value of 183 230 7 458

Tamedia Group

94

Note 41Fire insurance value of property, plant and equipment

in CHF 000 2012 2011

Total 904 736 997 926

Note 42Investments

The Group companies of Tamedia as of 31 December 2012 were as follows:

Name Domicile Currency Share capital Business Consolidation Share of Share of

in CHF 000 division method Group Group voting

capital 2012 rights 2012

Tamedia AG Zurich CHF 106 000 R/N/D V – –

20 Minuten AG Zurich CHF 5 000 N/D V 100.0% 100.0%

20 minuti Ticino SA Lugano CHF 300 N/D Q 50.0% 50.0%

Car4you Schweiz AG Zurich CHF 1 200 D V 100.0% 100.0%

Comfriends SA Lausanne CHF 1 000 D V 100.0% 100.0%

Doodle AG Zurich CHF 100 D E 49.0% 49.0%

Edita SA Luxembourg EUR 50 N Q 50.0% 50.0%

Espace Media AG Berne CHF 5 000 R V 100.0% 100.0%

Büchler Grafino AG Berne CHF 9 900 R V 100.0% 100.0%

Burgdorfer Tagblatt AG (in liquidation) Burgdorf CHF 82 N E 30.0% 30.0%

Schaer Thun AG Thun CHF 2 250 R V 100.0% 100.0%

Berner Oberland Medien AG Uetendorf CHF 500 R Q 50.0% 50.0%

Thuner Amtsanzeiger 1 Thun CHF – R E 45.0% 45.0%

FashionFriends AG Langenthal CHF 231 D V 65.0% 65.0%

Glattaler AG Dübendorf CHF 100 R V 80.0% 80.0%

Homegate AG Adliswil CHF 1 000 D V 90.0% 90.0%

ImmoStreet.ch Lausanne CHF 700 D E 20.0% 20.0%

Jobs.ch Holding AG Zurich CHF 18 746 D V 50.0% 50.0%

Jobs.ch AG Zurich CHF 232 D V 50.0% 50.0%

Stellen.com AG Zurich CHF 100 D V 50.0% 50.0%

Karriere.at GmbH Linz EUR 40 D E 24.5% 24.5%

Karriere.ch AG Zug CHF 200 D E 18.0% 18.0%

x28 AG Thalwil CHF 100 D E 10.0% 10.0%

Jobup AG Zurich CHF 100 D V 100.0% 100.0%

Jobsuchmaschine AG Berne CHF 100 D E 49.0% 49.0%

Newsnet 1 Zurich CHF – D V 81.3% 81.3%

Olmero AG Opfikon CHF 208 D E 24.4% 24.4%

1 Sole proprietorship

Business division

N = Print National

R = Print Regional

D = Digital

Consolidation and measurement methods

V = Full consolidation

Q = Proportionate consolidation

E = Accounted for using the equity method

95

Name Domicile Currency Share capital Business Consolidation Share of Share of

in CHF 000 division method Group Group voting

capital 2012 rights 2012

Presse Publications SR S.A. Lausanne CHF 43 500 R V 100.0% 100.0%

CIE Centre d’Impression SA Lausanne CHF 10 000 R V 100.0% 100.0%

Tamedia Publications romandes SA Lausanne CHF 7 500 R V 100.0% 100.0%

ER Publishing SA Lausanne CHF 2 000 R Q 50.0% 50.0%

Le Temps SA Geneva CHF 5 000 R Q 46.2% 46.2%

La Région Hebdo SA Yverdon-les-Bains CHF 100 R E 24.0% 24.0%

Editions Le Régional SA Vevey CHF 482 R V 87.8% 87.8%

LC Lausanne Cités SA Lausanne CHF 50 R Q 50.0% 50.0%

Payot Naville Distribution SA Corminbœuf CHF 30 000 R E 35.0% 35.0%

Point Prod’ SA Carouge CHF 133 R E 30.0% 30.0%

Romandie Online SA, in liquidation Nyon CHF 250 D Q 50.0% 50.0%

SA de la Tribune de Genève Geneva CHF 1 500 R V 100.0% 100.0%

Société de Publications Nouvelles SPN SA Geneva CHF 1 000 R Q 50.0% 50.0%

Virtual Network SA Nyon CHF 100 D E 20.0% 20.0%

Search.ch AG Zug CHF 100 D V 75.0% 75.0%

Schweizerische Depeschenagentur AG Berne CHF 2 000 N E 29.1% 29.1%

Scoup AG Zurich CHF 60 D V 75.0% 75.0%

SMD Schweizer Mediendatenbank AG Zurich CHF 900 N E 33.3% 33.3%

Swissdox AG Zurich CHF 100 R E 33.3% 33.3%

Tagblatt der Stadt Zürich AG Zurich CHF 200 R V 85.0% 85.0%

Tages-Anzeiger Verlag AG Zurich CHF 100 R V 100.0% 100.0%

TVtäglich 1 Zurich CHF – R Q 50.0% 50.0%

Verlag Finanz und Wirtschaft AG Zurich CHF 1 000 N V 100.0% 100.0%

Winner AG Zurich CHF 100 R V 100.0% 100.0%

Zattoo Schweiz AG Zurich CHF 130 D E 24.5% 24.5%

Ziegler Druck- und Verlags-AG Winterthur CHF 3 326 R E 20.0% 20.0%

Zürcher Oberland Medien AG Wetzikon CHF 1 800 R E 37.6% 37.6%

ZO Wochenzeitungen AG Wetzikon CHF 100 R E 37.6% 37.6%

Zürcher Regionalzeitungen AG Stäfa CHF 100 R V 100.0% 100.0%

DZO Druck Oetwil a.S. AG Oetwil a.S. CHF 5 000 R V 100.0% 100.0%

Neue Bülacher Tagblatt AG Bülach CHF 200 R V 100.0% 100.0%

1 Sole proprietorship

Business division

N = Print National

R = Print Regional

D = Digital

Consolidation and measurement methods

V = Full consolidation

Q = Proportionate consolidation

E = Accounted for using the equity method

Explanations detailing the significant changes to the consolidated investments are pro-

vided in Note 1, and those to investments in associated companies in Note 11.

Tamedia Group

96

Note 43Transactions with associated companies and related parties

Transactions between Tamedia and its associated companies were mostly in the areas of

printing and media revenues.

in CHF 000 Associated companies Joint ventures 1 Pension funds Directors and

executive officers

2012 2011 2012 2011 2012 2011 2012 2011

Operating revenues 5 022 22 246 15 378 18 316 69 – 0 1 641

Operating expenses (97) (37 254) (388) (6 912) (26 123) (25 801) (11 316) (18 713)

Net financial income (loss) – 1 (318) 26 – – – –

Trade accounts receivable 5 347 5 265 2 323 2 205 – – – 2 719

Loans receivable 2 548 7 400 1 052 2 177 – – – –

Trade accounts payable 2 478 5 135 1 226 3 316 3 – 22 710

Current financial liabilities – 2 97 – – – 755 59 272

Non-current financial liabilities – 1 000 5 000 2 000 – – – 85 872

1 50 per cent joint ventures are included in the annual financial statements using the proportionate consolidation method. The portions of transactions with other Group companies included in

this way are eliminated in the consolidation and the non-consolidated portions disclosed under receivables or payables from/to associated companies. In this summary, the transactions are

shown in their full amount and separately for associated companies and joint ventures.

There were no further transactions with related parties with the exception of the transac-

tions with members of the Board of Directors and the Management Board as shown in

Note 44. Compensation to the Board of Directors and Management Board and transactions

with companies controlled by members of the Tamedia Board of Directors explained in

Note 44 are recorded under transactions with the Board of Directors and Management

Board. These include current purchase price obligations in connection with the acquisi-

tion of Edipresse Suisse.

Note 44Compensation of the Board of Directors and Management Board

The compensation shown ref lects the expenditures recognised in the income statement

during the year under review (irrespective of the dates on which these were paid). Included

among the active members of the Board of Directors and Management Board are those

individuals who completed their period of tenure during the year. No compensation was

paid to former members of the Board of Directors or Management Board.

97

Type of compensation

in CHF 000 Number Fees/ Performance Share of 2 Pension and Expense Non-monetary Other com- Total

of members Salaries bonus and profits social security reimbursements payments pensation

share of paid in contributions

profit paid shares

in cash

2012

Directors 1 8 2 097 – – 220 115 – – 2 432

Executive officers 7 3 736 1 798 1 272 985 130 – – 7 920

Total 15 5 833 1 798 1 272 1 205 245 – – 10 352

2011

Directors 1 8 2 039 – – 229 120 – – 2 388

Executive officers 7 3 425 2 476 684 856 129 – – 7 569

Total 15 5 464 2 476 684 1 085 249 – – 9 957

1 The Board of Directors currently comprises the full-time Chairman/publisher and non-executive members.

2 See information on profit participation programme for executives

Compensation of the members of the Board of Directors

in CHF 000 Fees/ Performance bonus Pension and social Expense Other Total

Salaries and profit participation security contributions reimbursements compensation

2012

Pietro Supino 1 199 – 175 36 – 1 410

Tibère Adler 220 – – 12 – 232

Martin Bachem 100 – 7 12 – 119

Pierre Lamunière 100 – 7 12 – 119

Konstantin Richter 100 – 7 12 – 119

Iwan Rickenbacher 220 – 12 12 – 245

Andreas Schulthess 100 – 7 12 – 119

Charles von Graffenried 58 – 3 7 – 68

Total 2 097 – 220 115 – 2 432

2011

Pietro Supino 1 149 – 171 36 – 1 355

Tibère Adler 128 – 9 7 – 144

Martin Bachem 100 – 7 12 – 119

Pierre Lamunière 100 – 7 12 – 119

Konstantin Richter 100 – 7 12 – 119

Iwan Rickenbacher 220 – 12 12 – 245

Andreas Schulthess 100 – 7 12 – 119

Karl Dietrich Seikel 42 – 3 5 – 50

Charles von Graffenried 100 – 5 12 – 117

Total 2 039 – 229 120 – 2 388

Tamedia Group

98

Additional fees and compensation

In the year under review, Tamedia paid compensation for rents totalling CHF 0.9 million

to Groupe Edipresse, over which Pierre Lamunière exerts a significant inf luence. Tame-

dia paid compensation for services rendered in the previous year in the areas of IT, admin-

istration and office rental of CHF 8.5 million while itself rendering services in the area of

sales amounting to CHF 1.5 million. Tamedia compensated the Von Graffenried Group,

owned by Charles von Graffenried until his death, for services rendered in the fields of real

estate, law, taxation, trusts, planning and architecture as well as private banking with

total fees of CHF 0.1 million (previous year: CHF 0.3 million).

Shares owned by members of the Board of Directors

2012 2011

No. of shares Shares owned Total shares owned 1 Shares owned Total shares owned 1

including those held including those held

by related parties by related parties

Pietro Supino 33 338 1 439 160 33 338 1 439 160

Tibère Adler – – – –

Martin Bachem 1 266 1 266 1 266 1 266

Pierre Lamunière – – – –

Konstantin Richter 16 229 726 295 16 229 726 295

Iwan Rickenbacher 50 400 50 400

Andreas Schulthess 200 2 1 256 633 200 2 1 256 633

Charles von Graffenried n.a. n.a. 166 104 166 104

1 Including rights of usufruct and benefits

2 Plus ownership of 586,022 registered shares with rights of usufruct owned by Annette Coninx Kull

Shares owned by members of the Management Board

2012 2011

No. of shares Shares owned Total shares owned Shares owned Total shares owned

including those held including those held

by related parties by related parties

Martin Kall 2 760 2 760 2 760 2 760

Christoph Tonini 857 857 857 857

Rolf Bollmann – – 298 298

Christoph Brand – – – –

Ueli Eckstein – – – –

Sandro Macciacchini 86 86 86 86

Serge Reymond 51 51 51 102

Andreas Schaffner – – – –

Profit participation programme for members of the Management Board

The current profit participation programme is valid for 2012. Members of the Manage-

ment Board are entitled to participate as of their second year of service. A payment is made

when the profit margin (net income in relation to net revenues) reported by the Tamedia

Group exceeds 8.0 per cent in the respective financial year. A profit participation, which will

99

be determined at the time, will be paid out of any amount exceeding the profit margin of

8.0 per cent, with 50 per cent being paid in cash and the remaining 50 per cent in shares.

The same conditions apply as for the profit participation programme for employees.

The cash amount will be paid out following the publication of the consolidated annual

financial statements of Tamedia. The shares will be allocated in the accounting year in

which entitlement is acquired. The number of shares to be allocated will be determined

based on the average share price over the 30 days prior to 31 December of the respective

accounting year. The shares will only be transferred if the beneficiary is still employed on

31 December of the third year after the accounting year in which entitlement to the share allo-

cation was acquired. According to IFRS 2, recognition in the income statement is made on a

pro rata basis over four years. For the shares allocated in the 2010 and 2011 financial years,

personnel expense of CHF 0.2 million and CHF 0.5 million, respectively, was recognised.

For the financial year 2012, the Management Board will be granted a profit participa-

tion of CHF 0.7 million, with CHF 0.5 million being recognised as a personnel expense for

the shares allocated.

As part of the profit participation programme of the Management Board, 3,915 treasury

shares were issued for the 2008 financial year with a total value of CHF 0.2 million.

Share-based component of the Management Board’s profit participation

number 2012 2011

As of 1 January 19 204 8 837

Exercised (4 052) –

Allocated 7 392 10 367

As of 31 December 22 544 19 204

of which exercisable – –

in CHF / no. of shares Allocation date Blocked until Fair value as of Fair value as of Outstanding Outstanding

grant date 31 December entitlements 2012 entitlements 2011

31.12.2008 31.12.2011 50.0 – – 4 052

31.12.2009 31.12.2012 – – – –

31.12.2010 31.12.2013 124.1 102.7 4 785 4 785

31.12.2011 31.12.2014 116.5 102.7 10 367 10 367

31.12.2012 31.12.2015 102.7 102.7 7 392 –

Highest compensation paid to a member of the Management Board

in CHF 000 2012 2011

Type of compensation – Martin Kall

Fees/salaries 997 956

Performance bonus and share of profits paid in cash 807 1 158

Share of profits paid in shares 808 459

Pension and social security contributions 261 258

Expense reimbursements 23 23

Total 2 895 2 853

Tamedia Group

100

Note 45Employee profit participation programme

The profit participation programme applicable for the financial year 2012 provides for the

distribution of a profit participation if Tamedia achieves a profit margin (net income in

relation to net revenues) of at least 4 per cent. Where net income exceeds 4 per cent of rev-

enues, 5.75 per cent of the amount exceeding this margin will be paid out to Tamedia

employees. With a profit margin of 14.4 per cent, the necessary margin was exceeded in

the year under review. Tamedia will therefore pay out a total of CHF 5.1 million (previous

year CHF 7.2 million) as profit participation to its employees.

Employees will have the option of drawing their profit participation in the form of cash

or shares. The conversion of the profit participation into shares will be based on the aver-

age closing share price within the ten days prior to the shares being allocated. For the 2012

financial year, the Board of Directors decided to increase the shares drawn in the profit

participation programme by 20 per cent (previous year: 20 per cent). The cost of this will

be borne by Tamedia. The expense for the cash and share-based components of the

employee profit participation programme is reported as a personnel expense in the 2012

financial statements in accordance with IFRS 2. The shares will be subject to a blocking

period of one year. The share entitlement will be fulfilled from the treasury share portfo-

lio. 3,638 shares were allocated for profit participation based on the 2011 results.

Note 46Significant events after the balance sheet date

Purchase of MetroXpress Denmark SA

As of the beginning of 2013 20 Minuten AG acquired from media houses Metro Interna-

tional S.A. (formerly 51 per cent), A-Pressen and JP/Politikens Hus (formerly 24.5 per cent

each), MetroXpress Denmark SA, which operates the free commuter newspapers MetroX-press and 24timer, as well as the associated news portals. The cost of the transaction

amounted to CHF 20.0 million in cash, of which CHF 6.1 million related to the purchase

of shares and CHF 13.9 million to the acquisition of loans.

Assets of CHF 30.2 million and liabilities of CHF 24.1 million were acquired during the

first-time consolidation with effect from 1 January 2013. In addition to cash and cash

equivalents totalling CHF 1.5 million, assets comprise goodwill and intangible assets

amounting to 81 per cent of total assets or CHF 24.5 million. Goodwill is assumed not to

be deductible for tax purposes. Details of the first-time consolidation are based on provi-

sional values and estimates.

101

Report of the statutory auditors

To the General Meeting of Tamedia AG, Zurich

As statutory auditor, we have audited the accompanying consolidated financial state-

ments of Tamedia AG, which comprise the income statement, the statement of compre-

hensive income, balance sheet, cash f low statement, statement of changes in equity and

notes (pages 36 to 100) for the year ending 31 December 2012.

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation and fair presentation of the con-

solidated financial statements in accordance with International Financial Reporting Stan-

dards (IFRS) and the requirements of Swiss law. This responsibility includes designing,

implementing and maintaining an internal control system relevant to the preparation of

consolidated financial statements that are free from material misstatement, whether due

to fraud or error. The Board of Directors is further responsible for selecting and applying

appropriate accounting policies and making accounting estimates that are reasonable in

the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements

based on our audit. We conducted our audit in accordance with Swiss law and Swiss Audit-

ing Standards and International Standards on Auditing. Those standards require that we

plan and perform the audit to obtain reasonable assurance that the consolidated finan-

cial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the consolidated financial statements. The procedures selected depend

on the auditor’s judgment, including the assessment of the risks of material misstatement

of the consolidated financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers the internal control system insofar as this is rele-

vant to the entity’s preparation of the consolidated financial statements in order to estab-

lish audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the entity’s internal control system. An

audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of accounting estimates made, as well as evaluating the overall pres-

entation of the consolidated financial statements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 31 December

2012 give a true and fair view of the financial position, the results of operations and the

cash f lows in accordance with IFRS and comply with Swiss law.

Tamedia Group

102

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor

Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA)

and that there are no circumstances incompatible with our independence.

In accordance with Art. 728a Para. 1(3) CO and Swiss Auditing Standard 890, we confirm

the existence of an internal control system designed for the preparation of consolidated

financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be

approved.

Zurich, 25 February 2013

Ernst & Young AG

Reto Hofer Andreas Blank

Licensed Auditing Expert Licensed Auditing Expert

(Lead Auditor)

103

Tamedia AG

Tamedia AG

Income statement

in CHF 000 2012 2011

Media revenues 267 617 300 485

Printing revenues 41 615 42 691

Gain on the sale of property, plant and equipment – 31

Income from release of unused provisions 113 2 639

Other operating income 65 709 46 021

Other operating revenues 65 822 48 692

Changes in inventories – –


Costs of material and services (73 595) (85 336)

Personnel expenses (129 081) (138 992)

Other operating expenses (117 825) (103 813)

Operating income before depreciation and amortisation 54 553 63 727

Depreciation and amortisation (13 872) (13 207)

Operating income 40 680 50 520

Gain on sales of subsidiaries 24 575 7

Other financial income 117 752 88 626

Financial income 142 328 88 633

Financial expense (31 545) (67 534)

Financial income, net 110 783 21 100

Income before extraordinary items 151 463 71 619

Extraordinary expense 6 480 (3 444)


Income taxes (13 767) 311

Net income 144 176 68 487

Tamedia AG

104

Balance sheet

Total assets

in CHF 000, as of 31 December 2012 2011

Cash and cash equivalents 34 034 28 636

Marketable securities 18 250 20 111

Trade accounts receivable

from third parties, net of allowance for bad debts 40 850 46 347

from associated companies and shareholders 1 513 1 776

from group companies 5 533 5 542

Trade accounts receivable 47 896 53 665

Other accounts receivable

from third parties 4 038 4 847


Other accounts receivable 26 191 8 120

Accrued income and prepaid expenses

from third parties 3 158 12 816


Accrued income and prepaid expenses 6 040 15 124

Inventories 961 1 139


Property, plant and equipment

Buildings and fixtures 101 857 89 272

Other property, plant and equipment 65 866 74 037

Property, plant and equipment 167 723 163 309

Financial assets

Investments, net of allowance 1 316 186 1 155 675

Other fiancial assets

with third parties 3 465 626

with associated companies and shareholders – 3 990

with group companies 69 022 9 975

Financial assets 1 388 672 1 170 265

Intangible assets 7 383 7 441

Non-current assets 1 563 778 1 341 015

Total assets 1 697 151 1 467 808

105

Liabilities and shareholders’ equity

in CHF 000, as of 31 December 2012 2011

Current financial liabilities

to third parties 65 925 80 300

to associated companies and shareholders 60 547 59 272

Current financial liabilities 126 472 139 572

Trade accounts payable


to associated companies and shareholders 369 711

to group companies 1 699 1 707

Trade accounts payable 21 830 28 202

Other current payables


to associated companies and shareholders – 4


Other current payables 33 968 14 966

Deferred revenues and accrued expenses


to group companies – 1 408

Deferred revenues and accrued expenses 119 172 114 782


Long-term financial liabilities

to third parties 170 000 –

to associated companies and shareholders – 127 510


Long-term financial liabilities 447 100 305 523

Provisions 4 077 4 919

Long-term liabilities 451 177 310 442

Total liabilities 752 620 607 964

Share capital 106 000 106 000

Legal reserves

General legal reserves 53 000 53 000

Capital contribution reserve 1 27 060 86 549

Reserves for treasury shares 18 250 18 618

Legal reserves 98 310 158 167

Free reserves 596 045 527 190

Retained earnings

Balance carried forward – –

Net income 144 176 68 487

Retained earnings 144 176 68 487

Shareholders’ Equity 944 531 859 844

Liabilities and shareholders’ equity 1 697 151 1 467 808

1 CHF 27.0 million is the result of a parent company absorption and was not recognised by the tax authorities as reserves from the capital contribution.

Tamedia AG

106

Notes to the annual financial statements

Basic principles

The annual financial statements of Tamedia AG are prepared in accordance with Swiss

law. They supplement the consolidated financial statements which are prepared accord-

ing to International Financial Reporting Standards (pages 36 to 100). The net income (loss)

reported in these annual financial statements is the decisive figure with regard to the

appropriation of profit as resolved by the General Meeting.

While the consolidated financial statements provide information on the economic sit-

uation of the Group as a whole, the information shown in the annual financial statements

of Tamedia AG (pages 103 to 110) solely relates to the Group’s parent company. Due to the

differing accounting and reporting principles used in the financial statements (consoli-

dated statements under IFRS and parent company statements for Tamedia AG under Swiss

law), they are only comparable to a limited extent.

The following list shows the most significant products and services managed directly by

the parent company, Tamedia AG. The investments held by Tamedia AG are shown in

Note 42 to the consolidated financial statements.

Print Regional

– Tages-Anzeiger

– Jobs market

– Customer Contact Centre

– Prepress

– Print Centre Zurich

Print National

– Annabelle

– Das Magazin

– Schweizer Familie

– SonntagsZeitung

Digital

– Newsnet

107

Notes

Note 1 Change in free reserves

in CHF 000 2012 2011

Balance as of 1 January 527 190 432 923

(Withdrawal from)/Allocation to free reserve 68 487 97 629

Transfer from/(to) reserve for treasury shares 368 (3 362)

Balance as of 31 December 596 045 527 190

Note 2 Sureties, guarantee obligations and pledges to the benefit of third parties

in CHF 000 2012 2011

Guarantees to associated companies – –

Sureties and guarantees to Group companies – 27 627

Subordinated loans for

associated companies – 350

group companies 35 192 11 150

Total 35 192 39 127

Note 3 Assets pledged as collateral for own liabilities

in CHF 000 2012 2011

Land and buildings, at net book value 101 857 89 272

Liens (mortgage notes), total nominal value 125 700 125 700

of which self-owned (freely available) – 125 700

Pledged as collateral for own liabilities – –

Credit drawn, i.e. security granted for fixed advance 125 700 –

Marketable securities pledged as collateral for subscriptions 319 335

Note 4 Lease obligations

in CHF 000 2012 2011

Lease obligations (future commitments) 421 418

of which current 186 191

of which non-current 236 227

Tamedia AG

108

Note 5Fire insurance value of property, plant and equipment (incl. replacement values)

in CHF 000 2012 2011

Buildings 239 280 185 927

Machinery and equipment 542 424 390 455

Note 6Liabilities to employee benefit funds

in CHF 000 2012 2011

Current liabilities

Current liabilities with Tamedia pension funds – –

Current liabilities with other pension funds 126 107

Note 7Change in hidden reserves

in CHF 000 2012 2011

Net decrease – (2 626)

Note 8Investments

See Note 42 to the consolidated financial statements.

Note 9Compensation for and shares owned by the Board of Directors and Management Board


Note 10Significant events after the balance sheet date


Note 11Treasury shares


109

Note 12 Principal shareholders

Name 2012 1 2011 1 2010 1

Dr. Severin Coninx, Berne 13.20% 13.20% 13.20%

Rena Maya Coninx Supino, Zurich 12.95% 12.95% 12.95%

Dr. Hans Heinrich Coninx, Küsnacht 11.93% 2 11.93% 11.93%

Annette Coninx Kull, Wettswil a.A. 11.85% 3 11.85% 11.85%

Ellermann Lawena Stiftung, FL-Vaduz 6.94% 6.94% 6.94%

Ellermann Pyrit GmbH, Stuttgart, Germany 6.93% 6.93% 6.93%

Ellermann Rappenstein Stiftung, FL-Vaduz 5.86% 5.86% 5.86%

Other members of the shareholders’ agreement 2.15% 2.15% 2.15%

Total members of the shareholders’ agreement 71.80% 71.80% 71.80%

Tweedy Browne Company LLC 4.53% 4.53% 4.52%

Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%

Montalto Holding AG, Zug 1.83% 1.83% 1.83%

Epicea Holding AG, Zug 1.42% 1.42% 1.42%

Other members of the shareholders’ group 0.69% 0.69% 0.69%

Total members of the shareholders’ group

Reinhardt-Scherz 3.94% 3.94% 3.94%

1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued.

2 Of which rights of usufruct in relation to 393,234 registered shares owned by Martin Coninx (Männedorf),

rights of usufruct in relation to 393,233 registered shares owned by Claudia Isabella Kaczynski-Coninx (Zollikon)

and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren).

3 Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to

586,022 registered shares owned by Andreas Schulthess (Wettswil).

Note 13 Risk assessment

The Board of Directors convenes regularly to discuss the assessment of risks (two meetings

held in 2012). It prepared an overview of the various risks and assessed these according to

the likelihood of their occurrence and their possible consequences. In addition, the Board

of Directors considered measures to reduce key risks. These assessments were then com-

pared and aligned with those prepared by the Management Board.

The Board of Directors and Management Board currently consider the following risks as

being significant: The effects of the general economic development and structural change

in the media sector, the change in behaviour of advertising customers and media con-

sumers, the change in operating conditions (in particular in the online area with free com-

petition on the part of SRG financed by television licence fees) and new projects both at

home and abroad in general. In contrast, any risks associated with operational errors and

weaknesses or natural hazards are assessed as being less critical.

Tamedia AG

110

Proposed appropriation of profit by the Board of Directors

The Board of Directors will recommend to the General Meeting on 26 April 2013 that the

profit for the financial year 2012:

in CHF 000 2012 2011

Net income 144 176 68 487

Balance brought forward – –

Retained earnings 144 176 68 487

Debit against free reserves – –

Available to the General Meeting 144 176 68 487

be appropriated as follows:

in CHF 000 2012 2011

Allocation to general legal reserves – –

Allocation from retained earnings to free reserves 144 176 68 487

Balance to be carried forward – –

Capital contribution reserves 27 060 86 549

Transfer from free reserves – –

Dividend payment – (59 489)

Reserves from capital contributions carried forward 1 27 060 27 060

Free reserves 595 677 530 553

Transfer to reserves for treasury shares 368 (3 362)

Transfer to reserves from capital contribution reserves – –

Allocation from retained earnings to free reserves 144 176 68 487

Dividend payment 2 (47 700)

Free reserves carried forward 692 521 595 677

1 CHF 27.0 million is the result of a parent company absorption and was not recognised by the tax authorities as reserves from the capital contribution.

2 The Board of Directors will propose to the General Meeting that a total dividend of CHF 4.50 per dividend-bearing share be distributed. Given that the

250,000 shares comprising the purchase price for the remaining 49.9% of the share capital of Edipresse Schweiz will have been delivered by the

distribution date, the amount not being distributed will fall by less than CHF 0.1 million (previous year: CHF 1.5 million).


On behalf of the Board of Directors

The Chairman

Pietro Supino

111

Report of the statutory auditors

To the General Meeting of Tamedia AG, Zurich

As statutory auditor, we have audited the financial statements of Tamedia AG, compris-

ing the income statement, balance sheet and notes (pages 103 to 109) for the financial year

that ended 31 December 2012.

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation of the financial statements in

accordance with the requirements of Swiss law and the company’s articles of incorpora-

tion. This responsibility includes designing, implementing and maintaining an internal

control system relevant to the preparation of financial statements that are free from mate-

rial misstatement, whether due to fraud or error. The Board of Directors is further respon-

sible for selecting and applying appropriate accounting policies and making accounting

estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our

audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Stan-

dards. These standards require that we plan and perform the audit in such a way that we

can determine with sufficient certainty whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the financial statements. The procedures selected depend on the audi-

tor’s judgement, including an assessment of the risks of material misstatement in the

financial statements, whether due to fraud or error. In making those risk assessments, the

auditor considers the internal control system relevant to the entity’s preparation of the

financial statements in order to design audit procedures that are appropriate in the cir-

cumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control system. An audit also includes evaluating the appropriateness of

the accounting policies used and the reasonableness of accounting estimates made, as

well as evaluating the overall presentation of the financial statements. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the financial statements for the year that ended 31 December 2012 com-

ply with Swiss law and the company’s articles of incorporation.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor

Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA)

and that there are no circumstances incompatible with our independence.

Tamedia AG

112

In accordance with Art. 728a Para. 1(3) CO and Swiss Auditing Standard 890, we confirm

that an internal control system exists that has been designed for the preparation of finan-

cial statements according to the instructions of the Board of Directors.

We further confirm that the proposed appropriation of profit (page 110) complies with

Swiss law and the company’s articles of incorporation. We recommend that the financial

statements submitted to you be approved.


Ernst & Young AG

Reto Hofer Andreas Blank

Licensed Auditing Expert Licensed Auditing Expert

(Lead Auditor)

113

Corporate Governance


Group structure and shareholders

Group structure

The Group’s operational structure is shown on page 10 of the Annual Report.

The group of consolidated companies includes the following company listed on the stock

exchange:

Name Tamedia AG, Zurich

Location of registration SIX Swiss Exchange, Switzerland

Listed since 2 October 2000

Market capitalisation See section “Capital structure”

Treasury shares (as of 31 December 2012) 264 402

Valor symbol TAMN

ISIN CH 0011178255

Symbol:

– Bloomberg TAMN.SW

– Reuters TAMN.S

Non-listed companies that belong to the group of consolidated companies are shown in

Note 42 to the consolidated financial statements.

Significant shareholders

Significant shareholders and significant groups of shareholders and their holdings in

Tamedia, to the extent known to Tamedia, are shown in the following table.


114

Principal shareholders

Name 2012 1 2011 1 2010 1

Dr. Severin Coninx, Berne 13.20% 13.20% 13.20%

Rena Maya Coninx Supino, Zurich 12.95% 12.95% 12.95%

Dr. Hans Heinrich Coninx, Küsnacht 11.93% 2 11.93% 11.93%

Annette Coninx Kull, Wettswil a.A. 11.85% 3 11.85% 11.85%

Ellermann Lawena Stiftung, FL-Vaduz 6.94% 6.94% 6.94%

Ellermann Pyrit GmbH, Stuttgart, Germany 6.93% 6.93% 6.93%

Ellermann Rappenstein Stiftung, FL-Vaduz 5.86% 5.86% 5.86%

Other members of the shareholders’ agreement 2.15% 2.15% 2.15%

Total members of the shareholders’ agreement 71.80% 71.80% 71.80%

Tweedy Browne Company LLC 4.53% 4.53% 4.52%

Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%

Montalto Holding AG, Zug 1.83% 1.83% 1.83%

Epicea Holding AG, Zug 1.42% 1.42% 1.42%

Other members of the shareholders’ group 0.69% 0.69% 0.69%

Total members of the shareholders’ group

Reinhardt-Scherz 3.94% 3.94% 3.94%

1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued.

2 Of which rights of usufruct in relation to 393,234 registered shares owned by Martin Coninx (Männedorf),

rights of usufruct in relation to 393,233 registered shares owned by Claudia Isabella Kaczynski-Coninx (Zollikon)

and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren).

3 Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to

586,022 registered shares owned by Andreas Schulthess (Wettswil).

The disclosure obligation is in compliance with Art. 20 Swiss Stock Exchange and Securi-

ties Trading Act (SESTA) and with the provisions of the Ordinance of the Swiss Financial

Market Supervisory Authority on Stock Exchanges and Securities Trading (SESTO-FINMA),

in particular the notices published on 6 and 9 July 2007 in the Schweizerisches Handel-

samtsblatt (Swiss Official Gazette of Commerce).

In conjunction herewith, the following central features of the shareholders’ agreement

of the founding family are also made available to the public:

–All shareholders who are members of the founding family (pool shareholders), with the

exception of Regula Hauser-Coninx, are bound by the shareholders’ agreement (pool

agreement). The pool agreement entered into effect on the date of the stock exchange

listing for a period of eight years, and was extended in 2008 until 2017.

–Among other things, the pool agreement serves the purpose of coordinating the exer-

cise of the voting rights of pool members with regard to their representation in the

Board of Directors.

–It also governs how pool shareholders exercise their voting rights in conjunction with

other topics requiring the approval of shareholders, such as determining dividends.

–Pool shareholders are notified in advance of any other issues to be brought before the

shareholders at the Annual General Meeting. If two thirds of the voting rights repre-

115

sented by the pool shareholders are cast for any such issue at a meeting of pool share-

holders, the pool shareholders must unanimously vote in favour of this issue at the

General Meeting. Otherwise, pool shareholders are at liberty to exercise their voting

rights as they wish.

–The agreement does not relate to matters which lie within the responsibility of the

Board of Directors or the management of Tamedia or of its subsidiaries.

–The agreement includes a right of first refusal for all parties to the shareholders’ agree-

ment in the event that a pool shareholder wishes to transfer his/her shares to an inde-

pendent third party (either with or without compensation). Should this be the case, the

shareholder in question must first offer his/her shares to the pool shareholders. The

other pool shareholders have the right to purchase such shares at the current market

price less a 20 per cent discount.

–Pool shareholders represent a group of shareholders who act in compliance with the

requirements of Article 20, Paragraph 3 of the Swiss Stock Exchange and Securities Trad-

ing Act (SESTA). Any future exchange of shares amongst the current pool shareholders

will not result in an obligation to announce and make public any such change. If, how-

ever, the entire pool should sell shares and as such the percentage of pooled shares

should fall below the legal thresholds (e.g. below 662/3 per cent or below 50 per cent),

the pool shall be required to inform the Swiss Stock Exchange and Tamedia. An obliga-

tion to notify shall also exist if a new member is added to the pool or one pool member

no longer holds any shares.

The shareholders united under the shareholder pool agreement, consisting of members

of the founding family, held 71.80 per cent of the Tamedia registered shares on the bal-

ance sheet date, of which 67.00 per cent were subject to the provisions stipulated in the

shareholders’ pool agreement.

The Reinhardt-Scherz group of shareholders consists of Erwin Reinhardt, Muri, and

Franziska Reinhardt-Scherz, Muri, and the entities under their control, Montalto Hold-

ing, Zug, and Epicea Holding AG, Zug.

The persons belonging to this group of shareholders jointly hold an investment of

417,342 registered shares of Tamedia AG or 3.94 per cent of the share capital.

Cross-shareholdings

During the current financial year, there were no cross-shareholdings based on either share

capital holdings or on voting rights.


116

Capital structure

Capital structure and change in capital structure

Capital structure

in CHF mill. 2012 2011 2010

Ordinary share capital 106.00 106.00 106.00

Ordinary increase in capital – – –

Conditional share capital – – –

Conditional increase in capital – – –

Participation certificates – – –

Dividend-right certificates – – –

Convertible bonds – – –

Additional information concerning changes in equity can be found in the statement of

changes in equity on page 40 of the consolidated financial statements.

Registered shares

number 2012 2011 2010

Nominal value in CHF 10 10 10

Voting rights per share 1 1 1

Number of issued shares 10 600 000 10 600 000 10 600 000

Number of shares entitled to dividends 10 343 151 10 335 598 10 361 503

Total number of voting rights 10 343 151 10 335 598 10 361 503

Number of outstanding shares (weighted average) 10 587 509 10 585 760 10 398 929

Number of treasury shares (as of balance sheet due date) 256 849 264 402 238 497

There are no differences in dividend rights or other priority rights with the exception of

those described in the section “Limitations on transferability and nominee registrations”

below.

Details with regard to market capitalisation can be found in the information for

investors on page 34.

Limitations on transferability and nominee registrations

Upon request, purchasers of registered shares shall be registered as shareholders with vot-

ing rights if they specifically declare that they have purchased such shares in their own

name and for their own account.

The Board of Directors may deny registration of the purchaser as a shareholder or ben-

eficiary with voting rights to the extent that the shares held by the shareholder would

exceed 5 per cent of the total number of shares recorded in the commercial register. Legal

117

entities and partnerships which are bound or affiliated in terms of capital and voting

rights by a common management or in any other way, as well as individuals, legal enti-

ties and partnerships acting in concert or with a view to circumventing the provision at

hand, shall be considered to be one entity.

Shareholders who were registered in the share register on 14 September 2000 or pur-

chasers who are family members of such shareholders shall be exempt from this restric-

tion on registration.

During the reporting year, no exceptions to the said regulations were granted.

The Board of Directors may register nominees in the share register with voting rights of

up to a maximum of 3 per cent of the share capital registered in the commercial register.

Nominees are persons who, when applying for registration, do not specifically declare

that they hold the shares for their own account. The Board of Directors may register nom-

inees with more than 3 per cent of the registered share capital entered in the commercial

register as having voting rights insofar as the nominee in question has provided the com-

pany with the names, addresses and number of shares held by such persons for whom

he/she holds 0.5 per cent or more of the registered share capital entered in the commer-

cial register. The Board of Directors may enter into agreements with such nominees which

govern, among other items, the representation of the shareholders and their voting rights.

The Board of Directors may, following a hearing with a registered shareholder or nom-

inee, cancel their registration in the share register retroactively to the date of entry should

it be apparent that such entries were made based on false information. The persons

affected must be informed of the cancellation immediately.

Convertible bonds and options

Currently, there are no convertible bonds and options.

Board of Directors

Members of the Board of Directors

Information on the members of the Board of Directors and their other functions and busi-

ness interests is provided in the Annual Report on pages 4 to 5.

Election and term of office

The Board of Directors comprises at least five members who are individually elected by

the Annual General Meeting for a term of office of three financial years. Their term of

office expires on the date of the Annual General Meeting for the last financial year of their

tenure. If elections to replace directors are held during the designated term, the newly

elected directors shall serve the remaining tenure of their predecessors. The Annual Gen-

eral Meeting also elects the Chairman of the Board of Directors. Otherwise, the Board of

Directors constitutes itself.


118

1 www.tamedia.ch/articles-of-incorporation

Internal organisation

The composition of the Board of Directors and the affiliation of its individual members to

the committees are shown in the table below:

Name Function Member since Term of office Business 1 Audit Nomination and 1 Journalism 1,

development committee compensation committee 2

committee committee

Pietro Supino Chairman 1991 2014 C C C

Tibère Adler Member 2011 2014 M M

Martin Bachem Member 2010 2013 C

Pierre Lamunière Member 2009 2014 M

Konstantin Richter Member 2004 2014 M M

Iwan Rickenbacher Member 1996 2014 M M

Andreas Schulthess Member 2007 2014 M M

C: Committee chairman

M: Member

1 In addition, Martin Kall will take a seat in the Committee

2 In addition, Eric Hoesli will take a seat in the Committee

Authorities

The Board of Directors is responsible for defining the Group strategy. It reviews the com-

pany’s fundamental plans and objectives and identifies external risks and opportunities.

The authorities and responsibilities of the Board of Directors and its committees, as well

as how it governs authorities within corporate management, are stipulated in the Inter-

nal Governance Rules, which can be viewed online at www.tamedia.ch1. Included in par-

ticular therein are the supervisory and control functions for the Board of Directors sup-

ported directly by external parties as well as the ongoing and comprehensive information

of all members of the Board.

The Board of Directors is also responsible for overseeing and monitoring the Manage-

ment Board. The Management Board informs the Board of Directors at its regular meet-

ings and upon special request with regard to business development and the Group’s

planned activities. Also in attendance at these meetings are the Chief Executive Officer as

well as further members of the Management Board and other executive members of staff

for business matters of relevance to them.

The full Board of Directors is informed by means of monthly, written reports with regard

to the consolidated monthly financial statements, business developments within the indi-

vidual business divisions and any further relevant business issues. Each quarter, all mem-

bers of the Board of Directors are provided with written information regarding develop-

ments in market share and every six months a report is sent with explanations to the

semi-annual and annual financial statements. In addition, the Board of Directors also

receives the minutes of meetings held by the Management Board as well as those held by

the four committees of the Board of Directors. The Management Board also informs the

119

Chairman of the Board of Directors on a regular basis with regard to any incidents of par-

ticular significance.

Passing resolutions

The Board of Directors constitutes a quorum when the majority of its members are pres-

ent. It makes decisions based on a majority vote of the members present. In the event of

a tied vote, the Chairman has the casting vote. There are no statutory quorums for reso-

lutions. Resolutions may also be passed by circular vote.

Meetings

The Board of Directors meets as often as business requires or if a meeting is requested by

a member, but at least six times a year. During the reporting year, the Board of Directors

held six mainly full-day meetings with a majority of members and one three-day retreat

together with corporate management.

Committees

In addition to the committees described below, the Board of Directors may form other

committees for specific functions. Members are appointed to committees in conjunction

with the constitution of the Board of Directors and according to the same procedure. Gen-

erally, these committees do not make any binding decisions, but instead report to the

entire Board of Directors where appropriate, submitting proposals for resolutions and

guidelines and providing the Management Board with the necessary support with regard

to their realisation.

The following permanent committees currently exist:

–Nomination and Compensation Committee

–Business Development Committee

–Journalism Committee

–Audit Committee

Committees must be made up mostly of members of the Board of Directors and make their

agendas and meeting minutes available to the entire Board of Directors. The Chairman of

each committee informs the entire Board of Directors orally as to the results of such meet-

ings.

Nomination and Compensation Committee

The Nomination and Compensation Committee addresses human resources matters in

general and is responsible in particular for preparing nominations of members of the

highest management level for which the Board of Directors has direct responsibility. It also

deals with the qualifications and remuneration of these executive members of staff, and

with the general compensation system including profit participation. Not included herein

are the editors-in-chief and the programme directors, for whom the Journalism Commit-

tee is responsible.


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The committee is made up of three to four members as well as the Chief Executive Offi-

cer. The Chairman of the Board of Directors chairs the committee. Five meetings were held

during the reporting year.

Business Development Committee

The Business Development Committee attends to the preparation and support of projects

and agreements that fall within the remit of the Board of Directors and are related to the

Swiss media market and new business ideas. The committee is made up of three to four

members as well as the Chief Executive Officer. The Chairman of the Board of Directors

chairs the committee. One meeting was held during the reporting year.

Journalism Committee

The Journalism Committee deals with publication issues and nominates the editors-in-

chief and the programme directors. It also deals with the performance evaluation and

compensation of members of this management group. The Journalism Committee is also

responsible in particular for regular journalistic discussions with the editors-in-chief and

also deals with the promotion of next-generation talent and journalistic projects.

The committee is made up of three to four members as well as the Chief Executive Offi-

cer. The Chairman of the Board of Directors chairs the committee. Four meetings were

held during the reporting year.

Audit Committee

The Audit Committee oversees the financial reporting, compliance with accounting and

reporting standards and with the rules for listing on the SIX Swiss Exchange, risk manage-

ment and the internal controlling functions, financial corporate communication and

compliance with legal oversight obligations (ad-hoc publicity) as well as any extraordi-

nary accounting matters.

In addition, the Audit Committee also represents the Board of Directors as liaison with

external statutory auditors, and monitors and assesses their work and impartiality on an

ongoing basis. For this purpose, the Audit Committee reviews the reports required by law

that are prepared by the statutory auditors and the reports pertaining to any significant

findings from the interim and final audits. Moreover, the committee is informed orally

by the statutory auditors, the Chief Financial Officer and other management group mem-

bers from the finance division regarding the progress of the audit work. The fees for the

audit of the consolidated financial statements and the individual financial statements are

approved by the Audit Committee.

The Audit Committee comprises at least three members. The Chairman of the Board of

Directors may not be a member of this committee. Meetings are held regularly, at least

four times a year, and generally the Chief Financial Officer is in attendance (as represen-

tative of the Management Board) as well as the statutory auditors. For specific matters, the

Audit Committee calls in outside experts when needed. During the reporting year, the

Audit Committee held five meetings, at which the Chief Financial Officer and represen-

tatives of the statutory auditors were in attendance.

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Management Board

Members of the Management Board

Information on the members of the Management Board and their other functions and

business interests is provided in the Annual Report on pages 8 to 9.

Management contracts

During the year under review, there were no management contracts between Tamedia

and companies or private individuals stipulating the transfer of management responsibil-

ities by Tamedia.

Compensation report: Compensation, shareholdings and loans

Content and method of determining compensation and shareholding programmes

The Board of Directors makes decisions with regard to compensation, participations and

loans granted to both the Board of Directors and Management Board. Fees for Board mem-

bers are determined by the Board itself. The compensation of the Management Board is

determined based on recommendations to the Board of Directors made by the Chief Exec-

utive Officer. In order to attract and retain persons with the necessary capabilities and

character traits, compensation is determined by considering both market conditions and

performance factors.

The Board of Directors’ fees and the fees paid to the members of the Board of Directors’

committees are fixed amounts. In addition, cash expenditures are reimbursed.

Compensation paid to the Management Board is made up of a fixed amount and a vari-

able component (profit-sharing), which is based on quantitative and qualitative personal

goals set in advance along with goals set for the individual divisions, and also the results

of the Tamedia Group as a whole. Moreover, a supplementary profit participation is

granted, which is dependent on the earnings of the Tamedia Group (see Note 44 to the con-

solidated financial statements). Members of the Management Board are insured against

old age, death and disability in accordance with the usual social insurance legislation.

With the exception of one employment contract, the notice period is 12 months. One

member of the Management Board has an employment contract which stipulates a notice

period of 36 months. In return for this clause, this manager does not participate in the

profit participation programme otherwise offered to the Management Board (see Note 44

to the consolidated financial statements).

Compensation to active and former members of the Board of Directors and Management

Board

The compensation paid to active and former members of the Board of Directors and Man-

agement Board can be found in Notes 43 and 44 to the consolidated financial statements.

Share allotments and ownership

The shares and share options of Tamedia AG that are allotted to active and former mem-

bers of the Board of Directors and Management Board can also be found in Note 44 to the


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consolidated financial statements.

Additional fees and compensation

Additional fees and compensation to active and former members of the Board of Directors

and the Management Board can be found in Notes 43 and 44 to the consolidated financial

statements.

Loans to officers and directors of the company

As of the balance sheet date, there were no outstanding loans to active and former mem-

bers of the Board of Directors and Management Board.

Highest total compensation

The highest total compensation is listed in the details in Note 44 to the consolidated finan-

cial statements.

Shareholders’ rights

Restrictions on voting rights and representation

A shareholder may directly or indirectly exercise or cause to have exercised voting rights

associated with his/her own shares or shares he/she represents up to maximum of 5 per

cent of the total number of shares registered in the commercial register. To this end, legal

entities and partnerships which are bound or affiliated in terms of capital and voting

rights by a common management or in any other way, as well as individuals, legal enti-

ties and partnerships acting in concert or with a view to circumventing the provision at

hand, shall be considered to be one entity

Institutional investor proxies within the meaning of Article 689c of the Swiss Code of

Obligations (custodian proxies, company officers and independent proxies) are exempted

from this restriction on voting rights as long as the provisions of the Articles of Incorpo-

ration referred to in the previous paragraph have been adhered to by the owner(s).

Shareholders registered with more than 5 per cent of the voting rights in the share reg-

ister are exempt from the aforementioned restriction of voting power.

Statutory quorums

According to the Articles of Incorporation of Tamedia AG, the Annual General Meeting

makes resolutions and conducts elections based on an absolute majority of represented

voting rights. For the following resolutions, a minimum two-thirds majority of the repre-

sented voting rights and the absolute majority of the represented share capital are

required: changes in the company’s purpose; introduction of voting shares; restrictions on

transferability of registered shares; approved or conditional capital increases; capital

increases from shareholders’ equity, in return for non-monetary contributions or for the

purpose of acquisition of assets or granting special advantages; restriction or cancellation

of subscription rights; transfer of the company’s registered office and dissolution of the

company without liquidation.

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Convening the Annual General Meeting

The General Meeting is held annually within six months of the end of the company’s

financial year. Extraordinary general meetings are convened as needed. Likewise, in addi-

tion to the statutory auditors, one or more shareholders who combined represent at least

10 per cent of the company’s share capital may demand in writing that a general meeting

be convened indicating the subject matter to be discussed and proposals to be made.

The General Meeting is convened by the Board of Directors no later than 20 days prior

to the scheduled date of the meeting. The shareholders are notified via Tamedia’s normal

publications (see further information in section “Information policy” on page 125).

Agenda

Shareholders who together represent shares with a nominal value of CHF 1,000,000 may

request that a matter for discussion be included in the agenda. The request must be sub-

mitted in writing at least 60 days prior to the General Meeting with an indication of the

subject to be discussed.

Registration in the share register

All shareholders registered with voting rights in the share register are entitled to take part

and to have voting rights at the General Meeting. For organisational reasons, no further

registrations may be made 20 days before the General Meeting. Shareholders who have

sold their shares prior to the General Meeting no longer have any voting rights.

Changes of control and defensive measures

In accordance with the Swiss Stock Exchange Act, whoever, whether directly, indirectly

or acting in concert with third parties, acquires equity securities of a listed Swiss com-

pany, which, when added to the equity securities already owned, exceed a threshold of

33.3 per cent of the overall voting rights of a target company, whether or not said voting

rights may be exercised, must make a bid to the remaining shareholders to acquire all of

the company’s equity securities listed on the stock market. Before listing its equity secu-

rities, the company may lay down in its articles of incorporation that a purchaser is not

obliged to make a public purchase offer of this kind (opting-out). Tamedia AG’s Articles of

Incorporation do not provide for such opting-out. Similarly, there are no clauses govern-

ing changes in control.


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Statutory auditors

Duration of mandate and period of office of the lead auditor

The statutory auditors are appointed by the General Meeting for a period of one year.

Ernst & Young AG accepted the mandate as auditors of the consolidated financial state-

ments for the first time for the financial year 1993. The separate financial statement of

Tamedia AG has been audited by Ernst & Young AG since 1936. Reto Hofer assumed the

role of lead auditor for the first time for the financial year 2009.

Audit fee

The fees for the audit of the consolidated financial statements and the individual finan-

cial statements total CHF 1.0 million (previous year: CHF 1.0 million), of which CHF 1.0

million relate to expenditures for the audit conducted by Ernst & Young AG.

Additional fees

The total amount of fees paid to Ernst & Young and/or its affiliated persons for any addi-

tional advisory services in the financial area amounted to CHF 0.2 million (previous year:

CHF 0.1 million).

Supervisory and control instruments with regard to the audit

The nature of the supervisory and control instruments used by the Board of Directors to

assess the external auditors is described in the section “Board of Directors – Audit Com-

mittee”. The system of rotation governing the mandate of the lead auditor is seven years

at the most, in compliance with the impartiality guidelines set down by the Swiss Cham-

ber of Certified Accountants and Tax Consultants. A regular rotation of the statutory audi-

tors is not foreseen.

1 www.tamedia.ch/articles-of-incorporation

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Information policy

Information policy and ad-hoc publicity requirements

Tamedia practices an open and timely information policy that treats all target groups in

the capital market equally. Detailed annual and semi-annual reports are published. The

consolidated financial statements are prepared in accordance with IFRS standards (Inter-

national Financial Reporting Standards) (see “Consolidation principles”, pages 41 to 50).

An agenda including the date of the General Meeting and the date of publication of the

Half-Year report can be found on page 34.

Tamedia AG’s Articles of Incorporation can be viewed online at www.tamedia.ch1.

As a listed company, Tamedia is also obliged to inform the public of any price-sensitive

information (ad-hoc publicity, Art. 53 Listing Rules). In addition to information on finan-

cial developments, Tamedia also provides information regularly on current changes and

developments.

For more detailed information on the company, visit www.tamedia.ch. The official pub-

lication used for public announcements made by the company and such required by law

is the Swiss Official Gazette of Commerce.

The contact person for specific questions about Tamedia:

Tamedia AG

Christoph Zimmer

Head of Corporate Communications

Werdstrasse 21

8021 Zurich, Switzerland

Phone: +41 (0) 44 248 41 00

Fax: +41 (0) 44 248 50 26

E-mail: [email protected]

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Tamedia

Werdstrasse 21Postfach8021 ZurichPhone: +41 (0) 44 248 41 [email protected]

Espace Media

Dammweg 9Postfach3001 BernePhone: +41 (0) 31 330 31 11www.tamedia.ch/en/company/[email protected]

Tamedia Publications romandes

Avenue de la Gare 33Case Postale1001 LausannePhone: +41 (0) 21 349 45 45www.tamedia.ch/en/company/tamedia-publications-romandestamedia.publications.romandes@sr.tamedia.ch

Contacts Addresses

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Contacts Imprint

CCoonnttaacctt Tamedia AGWerdstrasse 21CH-8021 ZurichPhone +41 (0) 44 248 41 11Web www.tamedia.chE-mail [email protected]

IInnvveessttoorr RReellaattiioonnss Tamedia AGChristoph ZimmerHead of Corporate CommunicationsWerdstrasse 21CH-8021 ZurichPhone +41 (0) 44 248 41 00 E-mail [email protected]

IImmpprriinntt Corporate Communications Tamedia (Project management)General Secretariat (Coordination with the Board)Nose Design AG, Zurich (Concept and Design)Karin Heer (Photography)MDD Management Digital Data AG, Lenzburg (Production)CLS Communication (Translation)Tamedia (Proofreading)galledia, Flawil (Printing)

Electronic versions available to download at:www.tamedia.ch, Investor Relations, Financial Reports

Please order your copy of the Annual Report from:Tamedia AG, Corporate Communications, Werdstrasse 21, CH-8021 Zurich, Phone +41 (0) 44 248 41 90, Fax +41 (0) 44 248 50 26, [email protected]

Annual Report 2012 - tx.group Relations/Englisch/2012...Headcount as of balance sheet date1 3 471 3...

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