Annual Report
14 Contents
4 Foreword
78 Report of the Supervisory Board
6 Executive Board
86 Consolidated Financial Statements
8 The Axel Springer share
10 Combined Management Report
12 Fundamentals of the Axel Springer Group
22 Economic report
41 Economic position of Axel Springer SE
44 Events after the reporting date
45 Report on risks and opportunities
56 Forecast report
61 Disclosures and explanatory report of the
Executive Board pursuant to takeover law
65 Corporate Governance Report
87 Responsibility Statement
88 Auditor’s Report
89 Consolidated Statement of Financial Position
91 Consolidated Statement of
Comprehensive Income
92 Consolidated Statement of Cash Flows
93 Consolidated Statement of Changes in Equity
94 Consolidated Segment Report
95 Notes to the Consolidated
Financial Statements
158 Boards
Group Key Figures
Continuing operations
in € millions
Group
Total revenues
Digital media revenues share
EBITDA1)
EBITDA margin1)
Digital media EBITDA share2)
EBIT3)
Consolidated net income
Consolidated net income, adjusted3)
Segments
Revenues
Paid Models
Marketing Models
Classified Ad Models
Services/Holding
EBITDA1)
Paid Models
Marketing Models
Classified Ad Models
Services/Holding
Liquidity and financial position
Free cash flow4)
Capex5)
Total assets6)
Equity ratio6)
Net liquidity/debt6)
Share-related key figures7)
Earnings per share, adjusted (in €)3) 8)
Earnings per share (in €)
Earnings per share (in €), discontinued
Dividend (in €)9)
Year-end share price (in €)
Market capitalization as of December 3110)
Change yoy
2014
2013
2012
8.4 %
3,037.9
2,801.4
2,737.3
53.2 %
47.5 %
42.4 %
11.6 %
507.1
454.3
498.8
16.7 %
16.2 %
18.2 %
72.1 %
62.0 %
49.4 %
9.7 %
31.9 %
9.3 %
394.6
235.7
251.2
359.7
178.6
229.8
413.6
190.7
258.6
2.6 %
1,561.4
1,521.5
1,582.9
10.8 %
27.2 %
6.1 %
– 2.4 %
6.0 %
35.2 %
−
794.1
512.0
170.5
244.2
109.7
221.4
– 68.2
716.5
402.6
160.8
250.1
103.4
163.8
– 63.0
662.8
330.2
161.4
301.8
98.1
133.6
– 34.8
– 0.8 %
−
244.1
– 95.9
246.1
– 94.5
297.3
– 77.3
16.4 %
5,557.7
4,773.8
4,808.2
42.4 %
47.0 %
46.9 %
−
– 667.8
– 471.3
– 449.6
11.2 %
27.1 %
>100 %
0.0 %
7.2 %
7.2 %
2.01
1.71
6.37
1.80
1.81
1.34
0.65
1.80
2.20
1.64
0.78
1.70
50.08
46.70
32.29
4,954.9
4,620.5
3,189.9
Average number of employees
8.4 %
13,917
12,843
12,080
1) Adjusted for non-recurring effects.
2) EBITDA of Services/Holding segment not allocated to digital media.
3) Adjusted for non-recurring effects and amortization and impairments from purchase price allocations.
4) Cash flow from operating activities minus capital expenditures, plus cash inflows from disposals of intangible assets and property, plant, and equipment.
5) Capital expenditures on intangible assets, property, plant, and equipment, and investment property.
6) As of December 31, 2014 and December 31, 2014, respectively.
7) Quotations based on XETRA closing prices.
8) The earnings per share (basic/diluted) adjusted for non-recurring effects and amortization and impairments from purchase price allocations were calculated on the basis of
average weighted shares outstanding in the reporting period (98.9 million).
9) Dividend proposal for the financial year 2014.
10) Based on outstanding shares at the closing price, excluding treasury shares.
Foreword
Annual Report 2014
Axel Springer SE
Foreword
When I look back to the 2014 financial year, I initially think
- and I ask our shareholders to excuse me for a moment -
of our Christmas celebrations. It was a rather exuberant
party for all company employees who work in Berlin and
Hamburg. Almost 5,000 people were present. Bands and
DJs from Berlin, New York, and Detroit were present. The
last guests were asked to go home at about 6:30 am.
The evening was fruitful for two reasons in particular: we
were able to thank our employees for their contribution to
an extremely successful and eventful financial year in a
way they certainly would never forget. It also became
clear to us once again how Axel Springer has become a
rather different company in a relatively short period of
time and just how far-reaching the structural and cultural
changes have been. Something is different. This was not
just because there were so many new colleagues - two-
thirds of employees had never been to an Axel Springer
Christmas party. Nor was it just because the average age
has fallen dramatically. One could sense something elec-
trifying, a different atmosphere.
The employees within our digital business, previously a
peripheral part of our company, have become a core
part of the company now in both an economic and cul-
tural sense. Axel Springer is now truly a digital publisher.
53.2 percent of total revenues in the year 2014 was gen-
erated from the digital sector. 72.1 percent of our EBITDA
was generated online. And 74.5 percent of advertising
revenue came from marketing digital products. Our objec-
tive is clear: we will strive to become the leading digital
publisher. That means to become number one in all mar-
kets in which we are active. This will be done via paid
models, marketing models, and classified ad models, as
was the case earlier when as an analog publisher and
leading provider of journalism, this success was monetized
due to paying readers, advertisers and classified ad cus-
tomers. That is our business model, that is our strategy.
The year began with a turning point for the company and
the employees who were affected by it. The sale of our
regional newspapers, women's magazines and TV pro-
gram guides to FUNKE Mediengruppe for € 920 million
was completed, which corresponds to an EBITDA factor
of 9.7 before tax. The first two-thirds of the purchase
4
Annual Report 2014
Axel Springer SE
Foreword
price were transferred in accordance with the agreement.
The resulting restructuring of central and service sectors
was shaping the whole year, which will last into the 2015
financial year.
At the same time we are also fully concentrating on
investments in our future growth businesses.
Implementation of successful, digital Paid Models was a
matter of high priority within the Paid Models segment in
2014. Our core brands BILD and WELT already achieved
over 310,000 digital subscribers in December (253,471
digital subscribers for BILD and 57,736 digital subscrib-
ers for DIE WELT). This development means that in the
face of the ever-expanding reach of both offers and the
ever-increasing number of paid offers within the publish-
ing sector we are extremely confident.
The complete integration of the WELT Group and N24
into a new multimedia news company for quality journal-
ism is in full swing.
We have announced that we will invest in English-
language journalism portals. With an equity stake in the
US-American online magazine OZY, Axel Springer has
added to its existing early stage investments in Silicon
Valley. Along with POLITICO we are developing a new
European media portal for political journalism.
Within the Marketing Models segment kaufDa has suc-
ceeded with a promising foray into the US market with
Retale.com. The Classified Ads portfolio was also en-
hanced with a series of acquisitions including the pur-
chase of Jobsite, a successful job portal in Great Britain,
the takeover of Yad2, the largest classified ads portal in
Israel, as well as takeovers of LaCentrale, the French
classified ad portal for automobiles and @Leisure, the
online broker for holiday real estate.
Two further strategic courses for the future took place at
the end of the year.
share package was immediately purchased in cash. Axel
Springer has a purchase option for the other half. If the
option is exercised for granting shares, the result is that
General Atlantic converts its remaining shares in the
Classified Ads segment into Axel Springer shares and we
will again gain 100 percent of profits from this fast-
growing, highly profitable and strategically exceptionally
well-positioned business. The transaction also has a
beneficial side-effect: It shows that an extremely growth
and value-oriented financial investor wishes to participate
with a large investment in Axel Springer due to having
greater belief in their appreciation potential in synergy
compared to the Classified Ads model which is extreme-
ly successful in its own right.
Secondly: the start of preparations for converting the
company into a KGaA (partnership limited by shares)
was a further item of good news at the end of the year.
Exchange-listed companies such as Merck, Henkel, or
Fresenius converted to this legal form years ago with
great success for their shareholders, and the prerequi-
sites should be de facto created so that Axel Springer
remains a family business whilst being able to fully profit
from the ability to raise capital that is available to ex-
change-listed companies. We intend to be able to grow
quicker and also be able to potentially carry out large,
transformative acquisitions.
It should therefore be possible to understand why we -
regardless of inherent caution in our culture - look to the
future with great confidence - and that during our
Christmas celebrations even the Executive Board went
home in the early hours of the morning.
Thank you kindly for the trust and confidence you have
placed in our company.
Firstly: the announcement of the planned reacquisition of
the 30 percent equity share in our very successful Classi-
fied Ads business held by General Atlantic. Half of the
Sincerely yours,
Mathias Döpfner
5
Executive Board
Dr. Mathias Döpfner
Jan Bayer
Ralph Büchi
Chairman
President BILD and WELT Group
President International Division
until April 2014
Born 1963, journalist.
Career milestones:
Born 1970, Master’s degree in
media studies. Career mile stones:
Born 1957, business economist.
Frankfurter Allgemeine Zeitung,
Süddeutsche Zeitung; Publisher
Career milestones: Editor
Gruner+Jahr; Chief Editor Wochen-
Volksstimme, Magdeburg; Publisher
Handelszeitung; Chairman of
post, Hamburger Morgenpost,
Süddeutsche Zeitung; Chairman of
the Executive Board of the
and DIE WELT. Member of the
the Executive Board of the WELT
Handelszeitung publishing group;
Executive Board since 2000,
Group. Member of the Executive
CEO Axel Springer Schweiz AG;
Chairman since 2002.
Board from 2012.
President of Axel Springer
Interna tional. 2012–2014 in the
Executive Board. Since April 2014
President International of the Axel
Springer SE.
6
Executive Board
Dr. Julian Deutz
Lothar Lanz
Dr. Andreas Wiele
Chief Financial Officer
Chief Financial Officer and
Chief Operating Officer
President Marketing and
Classified Ad Models
Born 1968, Master’s degree in
until April 2014
business administration. Career
Born 1962, lawyer.
milestones: OC&C Strategy
Born 1948, Master’s degree
Career milestones: Editor,
Consultants; head of M&A/Investor
in commerce. Career milestones:
Hamburger Morgenpost; Head
Relations Pixelpark AG; CFO
Bayerische Hypotheken- und
of Publishing Capital and Geo,
Venturepark AG; CFO Steilmann-
Wechselbank AG; member of
Gruner+Jahr, Paris/France;
Gruppe; Axel Springer International;
the Executive Board at HSB
Execu tive Vice President and Chief
Head of Group Controlling/Corporate
HYPO Service-Bank AG;
Operating Officer of Gruner+Jahr
Development Axel Springer SE.
member of the Executive Board
USA Publishing, New York.
Since January 2014 member of the
at Nassauische Sparkasse;
Member of the Executive Board
Executive Board. Since April 2014
member of the Executive Board
since 2000.
Chief Financial Officer.
and Chief Financial Officer at
ProSiebenSat.1 Media AG.
2009–2014 in the Executive Board.
Since April 2014 member of the
Supervisory Board of the Axel
Springer SE.
7
The Axel Springer share
Annual Report 2014
Axel Springer SE
The Axel Springer share
Turbulent year on the Stock Exchange in
2014
reached on October 29, 2014 with a price of € 41.17.
Market capitalization was almost € 5.0 billion at the end
of 2014.
Analyst coverage
The number of analysts publishing assessments of our
shares rose from 18 to 21 during financial year 2014.
Currently, seven brokers are expressing a “buy” recom-
mendation, twelve recommend “hold/neutral” and two
analyst firms recommend “sell/underweight”. You can
find the latest recommendations and share price targets
in the Investor Relations section of our website at
www.axelspringer.de.
Investor relations
The company’s Management and Investor Relations
team presented the company and its strategy at investor
conferences and road shows in Europe and the United
States on a total of 21 days in 2014. In addition, we
maintained an ongoing dialog with investors, analysts,
and other capital market players in numerous discus-
sions and telephone conferences throughout the year.
As usual, the telephone conferences held in connection
with the publication of our financial reports were broad-
cast live on the Internet as audio webcasts, after which
they remained available to users of our website. The
seventh annual Capital Markets Day for analysts, institu-
tional investors, and bank representatives was held at
our company headquarters in Berlin on December 10,
2014. This event was broadcast live as a video webcast
and is available as a download from our website, togeth-
er with the presentations shown at the event. Finally, we
inform you regularly of current events in the Investor
Relations section of our website at www.axelspringer.de.
The stock market has seen a turbulent year: the conflict
in Ukraine, the ECB interest rates policy, and the falling
oil price are just some of the factors which contributed to
considerable volatility on the financial markets. The Ger-
man leading share index, the DAX, showed considerable
fluctuations during the year of 2014, but finished the year
almost unchanged compared to its previous year-end
price (– 0.1 %), and also achieved an all-time high during
December. The MDAX, in which also the Axel Springer
share is listed, faced similar developments to the DAX
and also finished the year at about the prior-year figure
(+ 0.1 %). With growth of 7.4 % the DJ EuroStoxx Media,
which tracks the most important European media stocks,
showed greater development and reached a new five-
year high at the end of December 2014.
Performance Axel Springer Share
Axel Springer
1)
DAX
MDAX
1)
DJ EuroStoxx Media
1)
Closing price: € 50.08
50
45
40
01/01/14
12/31/14
1)
Indexed on the year-end share price of Axel Springer SE as of December 31, 2013.
Axel Springer share reaches a new all-
time high
The Axel Springer share largely developed in line with the
market during financial year 2014, but at the end of the
year it was able to outperform the German benchmark
indices. The price was € 50.08 at the end of the year,
which represented a 7.2 % increase compared to the
start of the year. Our share reached an all-time high of
€ 51.27 on February 21, 2014. The annual low was
8
Annual Report 2014
Axel Springer SE
The Axel Springer share
Share Information
€
Earnings per share1)
Earnings per share (adjusted)1) 2)
Dividend3)
2014
2013 Change
1.71
2.01
1.80
1.34
27.1 %
1.81
11.2 %
1.80
0.0 %
Total dividend payout (€ millions)
178.1
178.1
0.0 %
Year-end share price
50.08
46.70
7.2 %
Highest price
Lowest price
51.27
46.99
9.1 %
41.17
30.92
33.2 %
Market capitalization (€ millions)4) 5)
4,954.9
4,620.5
7.2 %
or 100 % of their profit-sharing bonus or performance-
dependent compensation into shares of Axel Springer SE.
To those employees who opted to convert half their prof-
it-sharing bonus or performance-dependent compensa-
tion, Axel Springer contributed an additional 20 %, and to
those employees who opted to convert the full amount,
the company contributed an additional 30 %. The re-
quired holding period is four years, both for employees
eligible for a profit-sharing bonus and for those with target
agreements. The Axel Springer shares used in this case
were purchased on the stock market in advance.
Daily traded volume (Ø, € thousands)
6,574.4
6,981.3
– 5.8 %
Shareholder Structure
Axel Springer Gesellschaft für Publizistik
Dr. h. c. Friede Springer
Dr. Mathias Döpfner
Other shareholdings
40.2 %
3.1 %
5.2 %
51.5 %
Status: December 31, 2014
Information on Listing
Share type
Registered share with restricted
transferability
Stock exchange
Germany (Prime Standard)
Security Identification Number
550135, 575423
ISIN
Thomson Reuters
Bloomberg
DE0005501357, DE0005754238
SPRGn.DE
SPR GY
Dividend yield3) 5)
3.6 %
3.9 %
Total yield per share per year6)
11.1 %
49.9 %
-
-
1) Continuing operations.
2) Adjusted for non-recurring effects and amortization and impairments from pur-
chase price allocations; on the basis of average weighted shares outstanding in
the reporting period (98.9 million).
3) Dividend proposal for financial year 2014.
4) Calculated on the basis of the year-end closing price.
5) Based on shares outstanding, excluding treasury shares.
6) Share price development plus dividend payment.
Annual shareholders’ meeting
The annual shareholders' meeting of Axel Springer SE
took place in Berlin on April 16, 2014. Approximately 430
shareholders or 79.8 % of capital carrying voting rights
participated. All resolutions proposed by the Manage-
ment – including the proposal to pay a dividend of € 1.80
per qualifying share (PY: € 1.70) were approved by major-
ities of at least 87.0 %. Based on the closing price of the
company’s share at year-end 2013, the dividend yield
came to 3.9 %. The total dividend pay-out was
€ 178.1 million.
Share ownership program
Our employees have the opportunity to benefit directly
from the appreciation of the company’s value by partici-
pating in our share ownership program. Under this pro-
gram, all employees of Axel Springer SE and its domes-
tic subsidiaries who were eligible for a profit-sharing
bonus for 2013, or who had entered into a target agree-
ment, were given the chance in May 2014 to convert 50 %
9
Combined
Management Report
12 Fundamentals of the Axel Springer Group
22 Economic report
41 Economic position of Axel Springer SE
44 Events after the reporting date
45 Report on risks and opportunities
56 Forecast report
61 Disclosures and explanatory report of the
Executive Board pursuant to takeover law
65 Corporate Governance Report
Annual Report 2014
Axel Springer SE
Combined Management Report
Fundamentals of the Axel Springer Group
Summary of business performance and
operating results in 2014
advertising revenues will more than compensate for the
fall in circulation revenues and other revenues.
The following statements refer exclusively to continuing
operations (see page 27).
Axel Springer has had a successful conclusion to the 2014
financial year. The forecast targets published in March
2014 were essentially attained (see page 58).
During the financial year, the total revenues generated,
worth € 3,037.9 million, were significantly higher (8.4 %)
than the prior-year figure of (€ 2,801.4 million). All operat-
ing segments contributed to this revenue growth. Adjust-
ed for consolidation and currency effects, total revenues
were above the level of the prior-year figure (+ 2.8 %).
The pro-forma revenues of digital media activities
increased to € 1,705.8 million (PY: € 1,568.6 million),
reflecting an organic growth rate of 8.7 %.
EBITDA rose, compared to the previous year, by 11.6 %
to € 507.1 million (PY: € 454.3 million). Furthermore, the
EBITDA margin also improved to 16.7 % (PY: 16.2 %).
The growth of earnings in our Classified Ads and Market-
ing Models are contrasted with falls in the case of Paid
Models and also in the Services/Holding segment. The
EBITDA of digital activities rose by 29.9 % from
€ 281.6 million to € 365.8 million.
The adjusted earnings per share for continuing opera-
tions of € 2.01 was above the prior-year figure of € 1.81.
The Executive Board and Supervisory Board will propose
a dividend of € 1.80 (PY: € 1.80) per qualifying share at
the annual shareholders’ meeting to be held on April 14,
2015.
Outlook for 2015
We anticipate in the Group that total revenues will be
higher for the 2015 financial year than the prior-year
figure by an amount in the low to mid single-digit per-
centage range. We assume that the planned increase in
We expect a rise in EBITDA in the high single-digit per-
centage range. In this case a rise in EBITDA in the Clas-
sified Ads Models and Services/Holding segments is
expected, whilst the EBITDA of Paid Models should finish
below the level of the prior year due to planned invest-
ments in product quality and also in digitization. For the
Marketing Models segment we also, amongst other
things, expect EBITDA to be below the level of the prior
year due to planned structural adjustments within per-
formance marketing, planned expenditure for increasing
competitiveness, and internationalization of digital busi-
ness models within the field of reach marketing.
For EBIT we expect developments to be similar to those
for EBITDA.
For the adjusted earnings per share we expect, due
to a lower proportion of adjusted consolidated net
income that is due for minorities, an increase in the low
double-digit percentage range compared to the prior-
year figure.
Introductory remarks
The current combined management report for Axel Spring-
er SE and the Group contains statements concerning the
economic situation and business performance of the Axel
Springer Group. These statements are also largely applica-
ble to the Axel Springer SE. Additional information on the
economic situation of the parent company Axel Springer
SE is provided in a separate chapter on page 41.
For the sake of better comparability, the operating earn-
ings indicators EBITDA and EBIT have been adjusted for
non-recurring effects and amortization and impairments
from purchase price allocations (see Section (31) of the
notes to the financial statements).
11
Annual Report 2014
Axel Springer SE
Combined Management Report
Fundamentals of the Axel Springer Group
Fundamentals of the Axel Springer Group
Segments
Axel Springer Group
Paid
Models
Marketing
Models
Classified
Ad Models
Services/
Holding
the Executive Board and Supervisory Board after the as
yet ongoing tax and legal audits are completed. As soon
as the audits are complete with the desired results and
the necessary preparatory work then the Executive Board
and Supervisory Board intend to put the conversion to
the vote at the annual shareholders' meeting. A decision
is yet to be made regarding the exact point in time.
Segments of the Axel Springer Group
Axel Springer’s business activities are organized into
three operating segments: Paid Models, Marketing
Models, and Classified Ad Models. In addition, there
is the Services/Holding segment.
The segment structure reflects the different customer
groups and revenue types of an increasingly digital
publisher.
Paid Models
The Paid Models segment encompasses all business
models that are primarily used by paying readers.
Portfolio and market position
Paid Models are sub-divided into national and interna-
tional offerings. The principal activities are summarized in
the graph below.
Business model
Axel Springer is a leading publishing company in Europe.
Journalism is the foundation of the business model. The
broad-based media portfolio includes successfully estab-
lished brand families such as the BILD Group and the
WELT Group. Journalistic content is delivered to Internet
users, readers, viewers, and advertising customers via
digital, print, and TV channels. The portfolio is divided
into Paid Models which are generally used by paying
readers, into Marketing Models where revenues are
primarily generated by advertising customers and into
Classified Ad Models where revenues are primarily gen-
erated by job ads, real estate and car ads. The focus is
on the digital transformation of the business. Building on
its competencies in journalism, technology, and business
administration, Axel Springer strives to become the lead-
ing digital publisher.
Legal structure, business locations
Axel Springer SE, as the flagship company of the Axel
Springer Group, is an exchange-listed stock corporation
with its registered head office in Berlin. The Group also
maintains offices at other locations in Germany. In addi-
tion, the Group comprises numerous companies in other
countries. The consolidated shareholdings of the Group
are listed in Section (42) in the notes to the consolidated
financial statements.
The Executive Board and Supervisory Board decided in
December 2014 to prepare to change Axel Springer SE
into a partnership limited by shares (KGaA) (see page 25).
A final decision regarding the conversion will be made by
12
Annual Report 2014
Axel Springer SE
Combined Management Report
Fundamentals of the Axel Springer Group
Portfolio Paid Models
National
International
BILD Group
WELT Group
Switzerland Russia
Spain
France
Belgium
Austria
Ringier Axel Springer Media
Poland
Hungary
Slovakia
Serbia
National Paid Models are mainly offered by the BILD
Group and the WELT Group.
The BILD Group comprises the digital media offerings and
the newspapers and magazines of the BILD family of
brands and B.Z. Bild.de is Germany's largest news and
entertainment portal with the widest reach in the country
with a digital subscription model. Bild.de is also distributed
via mobile channels, with apps for nearly all kinds of
smartphones, tablet PCs, and smart TVs, not to mention
the mobile portal, once again Germany’s most-visited
mobile media brand in 2014 (“mobile facts 2014-III” of
the Working Group for Online Research (AGOF). Bild.de
also offers the products stylebook.de, travelbook.de,
BUNDESLIGA bei BILD, and BILD Shop. Autobild.de is
the clear leader among automotive portals featuring edito-
rial content in Germany. BILD is Europe’s biggest daily
newspaper with the widest reach, as well as the unchal-
lenged number one in Germany, with a share of 75.6 % by
newsstand sales. (All figures for the German newspapers
and magazines are based on paid circulation as per IVW
as of December 31, 2014). BILD am SONNTAG is Ger-
many’s best-selling nationwide Sunday newspaper, with a
share of 61.7 %. B.Z. is Berlin’s biggest newspaper. The
automotive, computer, and sports media of the BILD
brand family make up a magazine and online portfolio built
on the core brands of AUTO BILD, COMPUTER BILD, and
SPORT BILD. With a share of 55.3 % AUTO BILD contin-
ues to be Germany’s biggest automotive magazine. It is
also the No. 1 automotive magazine in Europe. Further-
more, the magazines COMPUTER BILD and SPORT BILD
occupy leading European market positions in their respec-
tive segments. Based on paid circulation, their German
shares are 40.3 % and 48.2 % respectively.
The WELT Group comprises the digital media offerings
and the newspapers and magazines of the WELT family
of brands. DIE WELT ONLINE is one of the most suc-
cessful online/mobile sites in the segment of German
premium newspapers. The offering is also available on
PC tablets, smartphones and e-readers, and also as a
digital subscription model. The DIE WELT iPad app has
the strongest turnover of any news app in the German
app store. DIE WELT am SONNTAG is the undisputed
No.1 title in the nationwide premium newspaper sector.
DIE WELT (including WELT KOMPAKT) is the third-
biggest premium newspaper in Germany, with a share
of 18.5 %, based on paid circulation.
DIE WELT Group, together with N24 satisfied the neces-
sary conditions in 2014 for merging both companies into
a multimedia news company under the auspices of the
new WeltN24 company as of January 1, 2015. In the
future this will be the basis for the development of the
Group to become the leading multi-media news organiza-
tion for quality journalism in German-speaking countries.
Since July 2014 the Gründerszene portal, with its focus
on start-ups, the digital economy, and venture capital,
has been part of the WELT Group.
Our music magazines ROLLING STONE, MUSIKEX-
PRESS and METAL HAMMER were also assigned to the
Paid Models National segment.
International Paid Models comprise Axel Springer’s
digital and print activities in western and eastern Europe.
In eastern Europe, the joint venture Ringier Axel Springer
Media is the leader in the segment of mass-circulation
dailies in the countries of Poland, Hungary, Slovakia, and
Serbia. Our Hungarian activities were combined with the
Hungarian activities of Ringier in the joint venture Ringier
Axel Springer Media on November 1, 2014. The media
offering currently comprises more than 160 digital and
printed products.
We reach 70.6 % of Internet users in Poland through the
leading Polish online group Onet. With FAKT as the largest
newsstand newspaper and PRZEGLAD SPORTOWY as
the country’s only national sports daily, the joint venture
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Fundamentals of the Axel Springer Group
controls 46.7 % of the market for national dailies (based on
paid circulation), making it the biggest newspaper publish-
er in Poland. Measured in the number of Internet users,
the strongest growth was seen in 2014 by our news portal
fakt.pl. Onet also owns 80.0 % of shares in Skapiec.pl, the
second-largest shopping comparison portal in Poland,
and has taken over Opineo.pl, the leading website for
product comparisons in Poland. An agreement regarding
the acquisition of nk.pl has also been signed. The online
platform nk.pl, which was founded in 2006, is one of the
leading gaming platforms in Poland and is also one of
the most popular social networks in the country. In Janu-
ary 2014 Media Impact Polska, the joint marketing organi-
zation for Ringier Axel Springer Poland and Onet, was also
founded. Media Impact Polska is the largest marketing
organization in the Polish market. The range consists of
strong brands and offers clients innovative, integrated
advertising solutions.
Above all, Ringier Axel Springer Media's portfolio in Hun-
gary will comprise titles with a strong market position in
their respective sectors and with excellent potential for
digitization, which predominantly include mass-
circulation dailies, including the leader BLIKK, and wom-
en’s magazines. Ringier Axel Springer Media AG has
also signed an agreement regarding the acquisition of
Profession.hu, the Hungarian job portal. Profession.hu is
the leading job portal with the highest levels of online
traffic of all job portals in the country. Finalization of the
transaction should take place in the first quarter of 2015
after approval from the Hungarian cartel authorities.
The majority-owned azet.sk is the leading Internet portal in
Slovakia, reaching 83.2 % of Internet users in that country.
The leadership position in the print business is mainly
based on the NOVY CAS family of brands, consisting of
two newspapers and four magazines. The mass-
circulation daily of the same name is the country’s biggest
newspaper, with a share of 45.2 %. In total, Ringier Axel
Springer Media publishes nine magazines in Slovakia.
In Serbia, Ringier Axel Springer Media is the publisher
with the biggest total circulation and reach, with three
newspapers and seven magazines and the correspond-
ing web portals. Furthermore, our joint venture publishes
Serbia’s biggest mass-circulation dailies, ALO! and BLIC,
together with their high-reach online portals.
In Switzerland, Axel Springer publishes HANDELS-
ZEITUNG and twelve magazines. Based on paid circula-
tion, it holds the leadership position in the segments of
business magazines, consumer advice magazines, and TV
program guides. HANDELSZEITUNG and the business
magazine BILANZ are among the country’s biggest publi-
cations in the business press segment. In the segment of
consumer advice magazines, Axel Springer publishes
BEOBACHTER, which is the biggest subscription maga-
zine in Switzerland, and the TV program guides TELE and
TV STAR, which are likewise leaders in their segment. The
portfolio also includes brand-derived online portals and the
web portals students.ch, usgang.ch and partyguide.ch.
In December 2014, Ringier and Axel Springer announced
plans for establishment of a further joint venture in Switzer-
land where both companies would have an equal equity
stake. On the one hand, all Swiss-German and West
Swiss newspaper titles from Ringier including their associ-
ated online portals as well as the West Swiss broadsheet
Le Temps should be included, but on the other hand Axel
Springer Switzerland, which combines all business in
Switzerland, should also be included. Any transaction
would be subject to the approval of the Supervisory
Boards of both companies and the relevant competition
authorities.
In Russia, we publish a total of six print titles and three
online portals. Besides the business magazine FORBES
and the website of the same name, and the magazines
GALA BIOGRAFIA and OK!, the portfolio also includes
three magazines of the GEO brand family.
Axel Springer is represented in Spain by seven magazines
and three online portals. In particular, we occupy leading
positions in the video game and computer magazines
segments and also in automotive magazines.
We are represented in France in a joint venture with the
Mondadori Group with three automotive magazines and
associated online portals.
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Fundamentals of the Axel Springer Group
In September 2014 an agreement was set up to create a
joint venture (50:50) between Axel Springer and POLITICO,
the leading media brand for political journalism in Wash-
ington D.C. The objective of the new media company,
headquartered in Brussels, is to develop and market the
European business of POLITICO in the form of a website,
newspaper, digital newsletter and conferences from early
2015. European business should be established together
with EUROPEAN VOICE and the Development Institute
International (DII), France's leading event agency in the
public affairs sector, which were both acquired in January
2015 by the new joint venture company.
Business model and key factors
The revenues generated in the Paid Models segment
consist mainly of circulation revenues and advertising
revenues. Circulation revenues are generated on sales
of newspapers and magazines and digital subscriptions
models. Advertising revenues are generated by market-
ing the reach of our online and print media. The value
chain, which spans all media comprises all essential
processes involved in the production of information,
entertainment, and video content, from conception to
editorial work and production, and from there to sales
and marketing. The cross-media approach is conducive
to the optimal realization of synergies, competencies,
and reach values.
All journalism content is collected in integrated news-
rooms, some of which are used for more than one publi-
cation, and processed there in accordance with the
demands of our print and online media. The production
process for digital paid content involves the production
of editorial content, which we then post on our websites
or other digital resources such as smartphones, PC
tablets, and smart TVs, or the processing and aggrega-
tion of information in databases. Our newspapers are
produced, amongst other things, in the three offset print-
ing plants in Hamburg-Ahrensburg, Essen-Kettwig, and
Berlin-Spandau, which were changed into independent
subsidiaries on January 1, 2015. We therefore carry out
all steps in the value chain ourselves, from production to
monitoring dispatch logistics. Distribution of digital prod-
ucts takes place predominantly via our own Internet
pages or download platforms such as the app stores
owned by Apple and Google. The print media are dis-
tributed nationally and internationally mainly via wholesale
press distribution companies, train station bookstores,
and press import companies. In Germany there are
about 109 thousand retail outlets where our newspapers
and magazines are sold.
Paid Models are centrally marketed in Germany by Axel
Springer Media Impact (ASMI), one of the leading cross-
media marketers based on gross market shares. The digi-
tal marketing portfolio also includes content produced by
other companies.
The business performance of this segment is, amongst
other things, strongly influenced by the growing use of
digital content. A key growth driver is the mobile Internet,
via smartphones and tablets, which are mostly used in
addition to stationary Internet connections (source:
AGOF mobile facts 2014-III). Other key factors besides
online usage behavior are the willingness of consumers
to pay for online content and the development of the
market for paid content. Digital content is also driving the
growth of the advertising market, while print media ad-
vertising revenues are declining across the board.
Regardless of media types, this segment is influenced by
the political situation in the relevant markets, as well as
the economic environment and performance of advertis-
ing markets, in particular. Aside from the general market
cyclicity, seasonal aspects and non-recurring effects also
play a role.
Marketing Models
The Marketing Models segment comprises all business
models that generate revenues predominantly through
sales to advertising customers of reach-based or suc-
cess-based marketing services.
Portfolio and market position
The Marketing Models segment is sub-divided into
reach-based and performance-based services. The
principal activities are summarized in the graph below.
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Fundamentals of the Axel Springer Group
Portfolio Marketing Models
Reach Based Marketing
Performance Marketing
Idealo
aufeminin
Bonial
Smarthouse
finanzen.net
zanox
Digital Window
eprofessional
Axel Springer’s Reach Based Marketing portfolio in-
cludes idealo.de, Germany’s leading portal with the
widest reach for product searches and price compari-
sons. Idealo searches more than 1.8 million products
and more than 170 million offers of online dealers (as of
year-end 2014). Furthermore, its success is increasingly
international. The ladenzeile.de product comparison
portal is also part of the Idealo Group.
aufeminin is the largest women's portal worldwide and is
active in 15 countries with its articles on fashion, beauty,
and lifestyle. The onmeda health portals in Germany and
Spain, the marmiton cooking Internet site, the netmums
online portal and the My Little Paris recommendations
portal, acquired at the beginning of 2014 belong,
amongst others, to the Group also.
kaufDA.de and MeinProspekt.de, which was acquired in
2014 as Germany's leading consumer information portals
regarding local shopping, operate under the auspices of
the Bonial International Group. The company distributes
digitized advertising retail leaflets predominantly via mobile
Internet at a regional level. These services are also offered
in France (Bonial France), Spain (Ofertia), Russia (Lokata),
South America, including Brazil (Guiato), and the United
States (Retale).
Germany’s widest-reach finance portal finanzen.net
provides up-to-date financial markets data on every
business day. In line with its internationalization strategy,
this portal also operates in Switzerland, Russia, and
Austria, among other places.
Smarthouse Media is a leading European provider of
complex, web-based financial applications for banks,
online brokers, and other providers of financial services.
Within the TV and Radio sector Axel Springer, with its
majority shareholding in Talpa Germany (49.9 % of the
company, initially formed as Schwartzkopff TV, was sold
to the Dutch Talpa Group in the final quarter of 2014),
has one of the leading independent TV production com-
panies, which mainly produces TV shows in the enter-
tainment segment for private and public TV channels.
With direct and indirect investments in leading private-
sector radio stations, Axel Springer holds one of the
biggest radio portfolios in Germany. Axel Springer contin-
ues to hold a minority interest in Turkey’s biggest private-
sector TV and radio company, the Do⁄an TV Group.
Axel Springer’s Performance Marketing activities are
bundled within the zanox Group. The leading provider of
success-based online marketing in Europe brings adver-
tisers and publishers together, giving advertisers an
efficient way to market their products and services on
the Internet. The corporate group comprises the compa-
nies ZANOX AG, including Digital Window, and the per-
formance marketing agency eprofessional.
Business model and key factors
In our Reach Based Marketing activities, ad space is
marketed to advertising customers and charged on the
basis of the reach generated by the given media offerings
(number of users or listeners) or the interaction generated
by the reach. Attractive content generates high reach
values and topic-specific environments enable advertisers
to precisely reach the desired target groups.
Due to the rising use of online media, reach marketing on
the Internet is a major business. Besides display ads like
banners, layer ads, and wallpaper, videos are also in-
creasingly being used as online advertising formats. In
addition, advertisers are increasingly turning to marketing
cooperation ventures and advertising forms such as
native advertising, sponsoring, and marketing via
YouTube channels. The growing prevalence of mobile
terminal devices, in addition to stationary Internet usage,
represents additional potential for reach marketing.
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Fundamentals of the Axel Springer Group
Performance Marketing gives advertisers the chance
to advertise their products on websites and publishers’
offerings via text links, banners, and online videos. Ad-
vertisers only pay for successfully completed actions,
and publishers receive a portion of this compensation
in the form of a commission. Our platforms provide the
infrastructure for this efficient form of marketing, record
the data flows and transactions, and allow for a variety
of services for advertisers and publishers.
This segment benefits from the growth of stationary and
mobile Internet usage and the increasing tendency of con-
sumers to make purchases. Through performance market-
ing, Axel Springer benefits from the increasing demand of
advertising companies for success-based advertising and
marketing models.
Classified Ad Models
All Business models which predominantly generate reve-
nues in online classified advertising are summarized in
the Classified Ad Models segment.
Portfolio and market position
Axel Springer has established a portfolio of leading online
classified ad portals over the last few years. To acceler-
ate growth through acquisitions, a strategic partnership
with American growth investor General Atlantic was
agreed upon in April 2012; they still hold a 15 % share
of Axel Springer Digital Classifieds at the end of this
financial year (see page 25). The main portals are
bundled into jobs, real estate, automobile, and general
classified ads under the auspices of the company
The principal activities of the Classified Ad Models segment
are summarized in the graph below.
Portfolio Classified Ad Models
Jobs
Real Estate
StepStone
Totaljobs
Saongroup
YourCareerGroup
Jobsite
SeLoger
Immonet
Immoweb
General/
Other
LaCentrale
@Leisure
meinestadt.de
Yad2
CarWale
Jobs comprises StepStone, the leader among private-
sector job exchanges in Germany and Belgium, and one
of the leading providers in Europe. The StepStone Group,
with its portals specializing in technical and managerial
personnel, has the greatest coverage in Germany and
has the largest online recruiting portal in Great Britain
with the Totaljobs Group. In addition, the major job ex-
change Jobsite was also acquired in 2014 in Great Britain,
which also includes the specialist portals CityJobs.com
and eMedcareers.com. The Saongroup, which was ac-
quired by StepStone Group at the end of 2013, operates
job portals in 16 countries and is the leader in Ireland,
Northern Ireland, and South Africa. The specialty provider
YourCareerGroup, which was likewise acquired at the
end of 2013, is the leading niche portal in the German-
speaking countries for online ads for hotel and restaurant
jobs. StepStone took over ictjob SPRL, the leading IT job
portal in Belgium and Luxembourg, at the beginning of
2015.
In Real Estate, Axel Springer is the leader in France (with
SeLoger) and Belgium (with Immoweb). SeLoger’s portfo-
lio also includes some niche portals such as vacanc-
es.com and a-Gites.com for vacation home rentals, and
belles-demeures.com for luxury properties. The Classified
Ad Models segment also contains Immonet, one of the
leading real estate portals in Germany.
Since July Axel Springer has also held a majority share-
holding (51 %) of Car & Boat Media SAS, headquartered
in Paris, which belongs to General/Other (see page 24).
This company operates LaCentrale, the leading specialist
classified ads portal for used cars in France, as well as
other portals related to cars and boats. Yad2, a portal
which was likewise acquired in 2014, is the leading gen-
eral classified ad portal in Israel for real estate, automo-
bile and classified ads. The German regional portal
meinestadt.de consists of marketplaces for jobs, auto-
mobiles, real estate and classified ads. In addition, city
information, classified directories, and event calendars
are also provided, amongst others. Axel Springer has an
equity stake in CarWale in India. Furthermore, since the
beginning of 2015 this includes the majority (51 %) of
shares in @Leisure, a leading operator of online broker-
age portals for vacation home rentals in the Classified Ad
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Fundamentals of the Axel Springer Group
Models segment. The company is headquartered in
Amsterdam and also operates, amongst others, the
portals belvilla and casamundo (see page 25).
Business model and key factors
The Classified Ad Models segment generates revenues
mainly from sales of classified ads. In addition, it also
generates revenues by marketing online ad space,
through cooperation arrangements, and by providing
software functions to clients. Business developments are
significantly determined by the economic environment in
the respective market segments, the market position in
the respective market segment, and online usage behav-
ior of advertisers and seekers. Long-term growth drivers
are the continuing shift of classified ads to the Internet,
the rising number of Internet users, and the monetization
of supplementary products.
Within Jobs, ads are sold to job advertisers, and online
resume databases which belong to the respective portals
are marketed in which the job advertisers can actively
search for suitable candidates.
Real Estate portals generate revenues by selling adver-
tising and display space to brokers, project developers,
housing agencies, or private individuals.
Within General/Other, revenues are based on the focus
of the relevant portal. Alongside the above consumer
groups, commercial automobile sales and renters of
holiday homes are the main target groups.
Services/Holding
Service and holding functions are combined under the
Services/Holding segment. This segment also compris-
es our centralized marketing unit Axel Springer Media
Impact as well as all activities related to the production
and distribution of the BILD Group and the company’s
magazines, including the Group’s three printing plants
and the management of all logistical activities for Axel
Springer.
Discontinued operations
The regional newspapers, the program guides, and
women’s magazines, which were sold to FUNKE
Mediengruppe in a deal concluded on April 30, 2014
(see page 26) are again listed separately in the previous
year as discontinued operations in the 2014 consoli-
dated financial statements.
Activities listed as discontinued operations include the
regional newspapers BERLINER MORGENPOST and
HAMBURGER ABENDBLATT, the advertising supple-
ments in Berlin and Hamburg, and the five TV program
guides and two women’s magazines of Axel Springer
(HÖRZU, TV DIGITAL, FUNK UHR, BILDWOCHE, TV
NEU, BILD der FRAU, FRAU von HEUTE), including the
corresponding digital brands.
Also presented under discontinued operations are the
business activities and equity investments of
Ringier Axel Springer Media in the Czech Republic,
including the leading mass-circulation daily BLESK and
the leading news magazine REFLEX, as well as the au-
tomotive and women’s magazines in that country. The
portfolio of newspapers, magazines, and brand-derived
online activities were also sold to two Czech entrepre-
neurs on April 30, 2014 (see page 26).
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Fundamentals of the Axel Springer Group
Management and supervision
Executive Board divisions
The Executive Board of Axel Springer SE currently com-
prises four members, whose work is supported and
supervised by a Supervisory Board composed of nine
members.
Axel Springer Executive Board Divisions
Executive
Board
Divisions
Chairman and Chief Executive Officer
Dr. Mathias Döpfner
Chief Financial Officer
Dr. Julian Deutz (Member of the Executive
Board since January 2014, with this
responsibility since April 2014)
BILD and WELT Group
Jan Bayer
Marketing and Classified Ad Models
Dr. Andreas Wiele
International Division
Ralph Büchi (until April 2014)
Chief Financial Officer and
Chief Operating Officer
Lothar Lanz (until April 2014)
Executive Board responsibilities are divided as follows:
Dr. Mathias Döpfner is Chairman and Chief Executive
Officer of Axel Springer SE. All editors-in-chief and the
corporate staff functions of corporate communications,
public affairs, M&A and strategy, as well as the Axel
Springer International division report to him. Furthermore
the Executive Personnel, Axel Springer Academy, and
Customer Loyalty sectors are also part of his responsibilities.
Dr. Julian Deutz was appointed to the Executive Board in
January 2014 and since April 2014 has been in charge of
Finance and Personnel. The department covers com-
mercial sectors, internal auditing, and the Governance,
Risk & Compliance, Law, and Group Purchasing sectors.
Jan Bayer is the President of the BILD and WELT Group.
IT and domestic printing plants are also assigned to this
sector alongside national brands within the Paid Models
segment. These also include Customer Services and the
Sales Impact sales company.
Dr. Andreas Wiele is the President of Marketing and
Classified Ad Models and is responsible for the corre-
sponding segments including the associated direct and
indirect investments as well as the marketing unit Axel
Springer Media Impact.
Ralph Büchi, member of the Executive Board until
April 2014, in addition to his previous functions as CEO of
Axel Springer Switzerland and Chairman of the Board of
Directors of Ringier Axel Springer Media AG, also exercis-
es responsibility for the international Paid Models of Axel
Springer as President International.
Lothar Lanz, Chief Financial Officer of Axel Springer SE
until April 2014, has moved to the Supervisory Board
following agreement in the annual shareholders’ meeting
in April 2014.
Corporate governance principles
Axel Springer’s corporate governance principles are
aligned with our core values of creativity, entrepreneur-
ship, and integrity, as well as the five principles enshrined
in Axel Springer’s own corporate constitution. For more
information on our internal guidelines, please refer to
the corporate governance statement pursuant to Sec-
tion 289a HGB contained in the section entitled “Signifi-
cant corporate governance practices” on page 66 of the
present Annual Report.
Basic principles of the compensation system
The compensation of our employees, all the way up to
senior management level, consists of a fixed component
and for qualifying employees, a variable component as
well. Variable compensation is determined on the basis
of individual performance and the company’s success.
To this end, individual target agreements encompassing
both company-wide targets and division targets are
adopted every year anew. The part of variable compen-
sation that reflects the attainment of company-wide
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Combined Management Report
Fundamentals of the Axel Springer Group
targets in 2014 is determined mainly with reference to
the financial indicator EBITDA. A detailed description of
Executive Board compensation can be found in the
“Compensation Report” section of the “Corporate Gov-
ernance” chapter (starting on page 74). There, you will
also find information on the compensation of our Super-
visory Board members (starting on page 76).
Goals and strategy
Axel Springer pursues a strategy of profitable growth,
with the overarching goal of becoming the leading digital
publisher. This goal will be attained when the Group is
the No.1 player in every one of the market segments and
countries in which it operates. Furthermore, journalism is
and always will be the foundation of our business model.
Segment strategies
In the Paid Models segment, Axel Springer will strive to
realize the full potential of its strong brands BILD, WELT,
and N24, as well as its established international media.
By means of linking its print, online, and mobile offerings
ever more closely, the BILD Group achieves a higher
level of reading time and usage time than its competitors,
expanding share among young and high-income readers
in particular. Through the digital brand subscription
BILDplus, Axel Springer is building and expanding a base
of paying online readers.
Together with N24, the WELT Group will strive to be-
come the leading multimedia provider of news-based
quality journalism across the platforms of digital, print,
video, and live TV. The two companies will contribute
their respective strengths to this endeavor. Thus, the
WELT Group can make good use of the video inventory
of N24 in its media offerings, and the quality TV news
station can exploit its full online potential in cooperation
with the WELT Group. Furthermore, the WELT Group will
use its digital subscription model to further expand the
base of paying readers on the Internet.
The Group’s centralized marketing company Axel Spring-
er Media Impact (ASMI) offers an attractive, cross-media
platform for advertising campaigns – with a reach that is
rivaled only by the big TV marketing firms. As one of the
leading cross-media marketers (based on gross market
shares), ASMI will continue to expand its external market-
ing portfolio in the print and digital segments.
The strategy of profitable growth in the Marketing
Models segment is followed both in Reach Based Mar-
keting and Performance Based Marketing. In the area of
Reach Based Marketing, the strategy is focused on ex-
panding the reach and usage of products, increasing the
ad space utilization rate, and developing new advertising
and pricing models. The continued internationalization of
services is also a growth driver. Furthermore, innovative
products and business models are promoted and devel-
oped via investments in early-stage activities. In the Per-
formance Marketing sector, the integration of the Group
and expansion of services and the publisher network are
of utmost importance.
In the Classified Ad Models segment, Axel Springer
will strive to further extend its position as a leading
international player. Both organic growth and comple-
mentary acquisitions will contribute to the growth of
this business. Furthermore, internal synergies will be
realized systematically.
Organic and acquisitions-driven growth
Generally speaking, the organic growth measures of the
different segments pursue the same goal of expanding
the market shares of the current portfolio and increasing
the revenues and profits per reader/user on the basis of
attractive product design and pricing. These measures
will be accompanied by acquisitions-driven growth.
In all segments, Axel Springer seizes opportunities to
expand the business model by acquiring companies with
innovative business ideas, which are still in an early
phase of their development. For this purpose in 2013
Axel Springer started the Axel Springer Plug & Play ac-
celerator program in conjunction with the Silicon Valley-
based accelerator Plug & Play, and is also involved in the
Project A Ventures early stage fund.
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Fundamentals of the Axel Springer Group
When the opportunity arises, Axel Springer will also
acquire companies that are well established in the mar-
ket. Suitable acquisition targets are chosen on the basis
of complementary business strategies, as well as the
quality of management, and the profitability and scalabil-
ity of the business model.
We employ a capitalized earnings approach based on
weighted capital costs to assess the economic efficiency
of investments in new or existing business segments.
The weighted capital costs are determined with refer-
ence to a target capital structure.
In general, we employ a capital markets equilibrium
method, using beta for the business-specific, systematic
risk, and a market premium for the country-specific,
unsystematic market risk, to assess the risks of an in-
vestment opportunity. Essentially, we assume that the
systematic risk of our company is the same, on average,
as that of our peer group, meaning other European
media companies.
Internal management system
We have designed our internal management system and
defined suitable control parameters in alignment with our
group strategy. We use both financial and non-financial
performance indicators to measure the success of our
strategy.
Detailed monthly reports are an important element of our
internal management and control system. These reports
contain the monthly results of our most important activi-
ties, along with a consolidated statement of financial
position, income statement, and cash flow statement.
We use these reports to compare actual values with
budget values. When variances arise, we investigate
further or initiate suitable corrective measures.
These reports are supplemented by periodic forecasts of
anticipated advertising revenues in the following weeks
and by months and by forecasts of the probable devel-
opment of our financial performance.
Financial performance indicators
Our central focus is to sustainably increase both the
profitability and the value of our company. The most
important target and control parameters for the compa-
ny’s financial performance are revenues, EBITDA, and
EBIT. EBITDA (and from financial year 2015, EBIT) also
forms the basis for the performance-based compensation
of management (please refer to page 74 for more infor-
mation on the compensation system). These indicators
and the EBITDA margin are anchored in our internal plan-
ning and controlling system.
Financial Control Parameters1
Selected financial control
parameters on the Group level,
€ millions
2014
2013
2012
Consolidated revenues
3,037.9
2,801.4
2,737.3
EBITDA2)
EBITDA margin2)
EBIT2)
507.1
454.3
498.8
16.7 % 16.2 % 18.2 %
394.6
359.7
413.6
1) Continuing operations.
2) Adjusted for non-recurring effects and amortization and impairments from pur-
chase price allocations.
Non-financial performance indicators
In addition to the financial performance indicators, the
following non-financial performance indicators are rele-
vant to an evaluation of our performance with respect to
customers, the market, and offerings, although they are
not employed as the basis for managing the company:
Unique users/visitors and other business model-
specific indicators of our online media, and the result-
ing market positions
Average paid circulation of all principal newspapers
and magazines
Reach values of our media in the advertising market
and indicators of brand and advertisement familiarity
Digital subscriptions
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Economic report
Economic report
General economic conditions and business developments
General economic conditions
According to estimates from the International Monetary
Fund in January 2015 the world economy is currently
barely profiting from low oil prices. The global economy
has picked up slightly during the second half of 2014,
with the result that the world economy has grown in total
by 3.3 % in real terms. On the other hand, the Interna-
tional Monetary Fund has observed continued underin-
vestment in many industrial and emerging countries.
Stagnation and low inflation remain, as ever, a cause for
worry for the IMF within Japan and the euro zone. On the
other hand, economic recovery in the USA has proven to
be better than expected.
The German economy has generally shown itself to be
robust during 2014 according to calculations from the
German Federal Statistical Office. Gross Domestic Prod-
uct was 1.5 % higher in real terms compared to the prior
year. Consumption showed itself to be the most im-
portant growth motor for the German economy once
again. Private consumer spending rose by 1.1 % in real
terms. Capital expenditures also increased: in real terms
business and the government have increased expendi-
ture in equipment by 3.7 % compared to the prior-year
figure. Construction investments also generated a sizable
return of 3.4 % in real terms. Despite an ongoing de-
manding external economic environment, German for-
eign trade improved slightly on average during 2014: in
real terms Germany exported 3.7 % more than in 2013.
Imports rose almost as quickly, by 3.3 %.
In 2014 the number of unemployed fell to an average of
3.0 million, a fall of 1.8 % compared to the prior-year
figure, the rate of unemployment was 6.7 %. The con-
sumer research organization Gesellschaft für Konsum-
forschung (GfK) established that the consumer climate
has rebounded in 2014. As a consequence, the recovery
of the German economy has also gathered pace in the
opinion of German consumers. According to calcula-
tions from the German Federal Statistical Office con-
sumer prices rose by 0.9 % during 2014. The continued
fall in the rate of inflation was characterized considerably
by the fall in energy prices.
According to calculations from the ifo Institute, the eco-
nomic recovery in central and eastern European member
EU states has slowed down since the middle of 2014.
The main reason was reduced demand from the euro
zone. Domestic demand remained robust in almost all
countries.
Anticipated Economic Development1) (Selection)
Change in gross domestic product
compared to prior year (real)
Germany
United Kingdom
France
Poland
Switzerland2)
Hungary
Belgium
Slovakia
Netherlands
Serbia2)
Austria
Ireland
Italy
Spain
USA
Russia
Israel2)
Brazil2)
China
2014
1.5 %
3.0 %
0.4 %
3.2 %
1.3 %
3.3 %
0.9 %
2.4 %
0.7 %
– 0.5 %
0.5 %
5.2 %
– 0.3 %
1.3 %
2.3 %
0.8 %
2.5 %
0.3 %
7.4 %
1) Source: ifo Institut. December 2014.
2) Source: IMF. October 2014.
Industry environment
Press distribution market
Continuing the trend of prior periods, the German press
distribution market contracted somewhat further. The
total paid circulation of newspapers and magazines was
4.5 % below the corresponding prior-year figure. Thanks
to the price increases implemented in the past four quarters,
however, circulation revenues declined by only 2.7 %.
22
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Advertising market
According to the latest advertising market forecast of
ZenithOptimedia (“Advertising Expenditure Forecast”,
December 2014), the total volume of the German adver-
tising market in 2014 was slightly above the prior-year
figure.
According to these surveys, total net advertising
revenues (including classified ads and advertising sup-
plements, less discounts granted and agency commis-
sions, and excluding production costs) amounted to
€ 18.5 billion, in the reporting period, reflecting a nominal
increase of 1.5 % from the prior-year figure.
In the German online advertising sector (display ads,
search term marketing, and affiliates), net advertising
revenues rose by 8.5 % to € 4.5 billion in 2014.
In the category of print media, the net advertising reve-
nues of newspapers (newspapers, advertising supple-
ments, and newspaper supplements) amounted to € 4.9
billion in 2014, reflecting a 4.0 % decrease from the prior-
year figure. The net advertising revenues of magazines
(general-interest and trade magazines, directory media)
declined by 2.2 % to € 3.1 billion.
In 2014, television advertising in Germany rose by 3.3 %
to € 4.3 billion, and net advertising revenues in radio
advertising rose by 1.7 % to € 759 million. The net ad-
vertising revenues of outdoor advertising rose by 4.1 %
to € 928 million in 2014.
The 359 IVW registered daily and Sunday newspapers
achieved total sales of 19.6 million copies per publication
day. Compared to the prior-year figure, this corresponds to
a fall of 4.1 %. As in the prior-year period, newsstand sales
suffered a much greater decline (– 8.3 %) than subscription
sales (– 2.7 %). Within the press distribution market, the
demand for daily and Sunday newspapers (weighted for
their respective publication frequencies) declined by 4.1 %.
Overall sales of general-interest magazines including
membership and club magazines was 102.3 million cop-
ies per publication day. Compared to the prior-year figure,
this corresponds to a fall of 3.9 %. IVW tracked a total of
822 titles (– 3.1 % from the prior-year figure). Weighted for
their respective publication frequencies, the demand for
general-interest magazines declined by 5.7 %.
Whereas the circulation volumes of print media declined
again in 2014, online media continued the growth trend
of prior years. According to the study “internet facts
2014-11” by the Working Group for Online Research
(AGOF), 55.6 million people in Germany use the Internet
today (Internet users within the last three months). That
number represents 75.7 % of German residents aged 10
and older. Of the total regular Internet users 72.5 % go
online to obtain information about world events, and
64.6 % use the Internet for regional or local news. Thus,
getting the news is one of the main reasons for using the
Internet, besides e-mail, online searches, online shop-
ping, and weather forecasts. Job listings are also one of
the 20 most-used online categories. Alongside the wired
Internet, the mobile Internet is unchanged in gaining in
importance according to the study “mobile facts 2014-III”.
In the third quarter of 2014, 34.3 million people were
mobile online (48.7 %) of the German-speaking residen-
tial population of Germany over 14 years of age). In most
cases (63.2 %), mobile Internet use was predominantly in
addition to desktop use. According to IVW, content
portals of German print media were visited somewhat
more frequently in 2014 compared to the previous year.
The 20 most popular portals of German daily newspa-
pers increased the number of visits by an average of
12.4 %, whilst the visits to portals belonging to maga-
zines rose by 19.1 %.
23
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
ZenithOptimedia expects the following advertising reve-
nue forecasts for selected countries in 2014:
Anticipated Advertising Activity 2014 (Selection)
Change in net ad revenues compared
to prior year (nominal)
Germany
United Kingdom
France1)
Poland1)
Switzerland2)
Hungary
Belgium2)
Slovakia1)
Netherlands
Serbia1)
Austria1)
Ireland
Italy1)
Spain1)
USA
Russia
Israel
Brazil
Online
Print
8.5 %
– 3.4 %
18.3 %
– 7.5 %
3.3 %
– 8.0 %
12.2 %
– 16.9 %
11.4 %
0.2 %
7.0 %
– 2.2 %
8.1 %
1.2 %
3.4 %
– 2.4 %
6.6 %
– 5.5 %
20.0 %
17.0 %
16.9 %
– 5.5 %
16.6 %
– 9.0 %
5.8 %
– 9.7 %
5.0 %
– 3.6 %
18.3 %
– 5.0 %
15.0 %
– 16.4 %
2.8 %
– 8.1 %
5.0 %
– 7.3 %
Source: ZenithOptimedia, Advertising Expenditure Forecast (December) 2014
1) Excluding classified ads.
2) Gross advertising revenues (excluding classified ads). Gross advertising revenues
do not adequately reflect the true development of advertising revenues.
Business performance
both companies into a multimedia news company under
the auspices of the new WeltN24 company on January 1,
2015. In the future this will be the basis for the develop-
ment of the Group to become the leading multi-media
news organization for quality journalism in German-
speaking countries.
At the start of May 2014, Axel Springer Digital Classifieds
(ASDC), the strategic partnership between Axel Springer
and General Atlantic in the online classified ads market,
acquired 100 % of the shares in Coral-Tell Ltd., which
operates the leading classified ad portal Yad2 in Israel.
The purchase price was approximately € 170 million.
Likewise in May 2014, StepStone entered into a pur-
chase agreement to acquire Evenbase Recruitment Ltd.
(Jobsite) in order to expand its activities in the United
Kingdom. StepStone is part of the ASDC Group and is
represented in the UK by, among others, its subsidiary
Totaljobs. Evenbase Recruitment Ltd. has its registered
head office in Havant and operates the job website
jobsite.co.uk along with brands such as CityJobs.com
and eMedcareers.com. The purchase price was about
€ 114 million. After approval was granted by the British
cartel authorities, the transaction was completed at the
end of October 2014.
At the end of July 2014, ASDC also acquired the majority
share (51 %) in Car & Boat Media SAS with its registered
head office in Paris. This company operates LaCentrale,
the leading specialist classified ads portal for used cars
in France, as well as other portals related to cars and
boats. The purchase price was about € 73 million.
In the first quarter of 2014, we sold about 2.6 % of our
equity stake in Do⁄an TV Holding A.S., Istanbul, Turkey.
The revenues from this transaction amounted to € 62.5
million.
At the end of February 2014, after approval by anti-trust
and media law bodies the purchase agreement signed in
December 2013 to acquire 100 % of the shares in N24
Media GmbH was finalized. N24 is the leading German
news channel. DIE WELT Group, together with N24,
satisfied the necessary conditions in 2014 for merging
At the end of July 2014 we sold the minority interest
(17.2 %) in SeLoger held iProperty, an operator of real
estate portals in the South East Asian market for € 74.3
million. The gain of disposal, totaling € 55.1 million (be-
fore tax of € 2.2 million) was recorded as income from
investments, listed as a non-recurring effect in the Clas-
sified Ad Models segment, and 30 % of the interest was
assigned to other shareholders.
At the end of August 2014, Ringier Axel Springer Media
AG, a joint venture between Axel Springer and Ringier,
24
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
concluded an agreement to acquire the leading job por-
tal in Hungary, namely profession.hu. The Hungarian
cartel authorities approved the transaction in October.
Completion of the profession.hu transaction is expected
to be in the first quarter of 2015. After approval by the
Hungarian cartel and media authorities and the success-
ful partial sale of the Ringier AG and Axel Springer SE
Hungarian portfolio, both companies have combined
their activities within Hungary and combined them into
Ringier Axel Springer Media AG as of November 1, 2014.
In particular, the portfolio consists of the leading mass-
circulation brands Blikk, successful women's magazines
and additional licensed titles. Incorporation of the portfo-
lio was already agreed in 2010 during the course of
founding the joint venture between Ringier AG and Axel
Springer SE.
At the beginning of September 2014 an agreement was
set up to create a joint venture (50:50) between Axel
Springer and POLITICO, a leading media brand for polit-
ical journalism in Washington D.C. The objective of the
new media company, with headquarters in Brussels, is to
develop and market the European business of POLITICO.
In January 2015 the joint venture took over EUROPEAN
VOICE (EV), which is also headquartered in Brussels, as
well as the Development Institute International (DII),
France's leading event agency in the public affairs sector,
headquartered in Paris. From early 2015, a website,
newspaper, digital newsletter and conferences will be
published and be managed under the POLITICO brand.
At the beginning of October 2014, Axel Springer signifi-
cantly extended its partnership entered into in the first
quarter with OZY, an English-language online magazine
for news and culture from the Silicon Valley founded in
2013, increasing its share to about 17 % with an invest-
ment of US$ 20 million.
In November 2014 an agreement was finalized regarding
acquisition of the majority (51 %) of @Leisure, a leading
European operator of online brokerage portals for vaca-
tion home rentals. The company is headquartered in
Amsterdam and also operates the portals belvilla.com
and casamundo.com. Finalization of the transaction took
place at the beginning of January 2015.
In December 2014, Axel Springer SE increased its share of
Axel Springer Digital Classifieds GmbH from 70 % to
85 % for a cash payment of € 446 million, and finalized a
binding agreement with General Atlantic for a purchase
option for the remaining 15 %. As far as it is possible and
allowed, General Atlantic shall receive Axel Springer shares
in return if the option is exercised. The number of shares to
be granted is calculated from the companies’ valuation
determined in accordance with the IDW S1 valuation
standard. Authorized capital should be established at the
next annual shareholders’ meeting, which could be used
for satisfying all requirements if the option is exercised. In
case no Axel Springer shares can or must be granted, Axel
Springer can acquire the remaining 15 % equity stake for a
purchase price of an additional € 446 million plus interest. If
Axel Springer does not exercise this option, then General
Atlantic has the right to sell its remaining equity stake from
January 1, 2018 onwards or to demand that Axel Springer
Digital Classifieds GmbH enters the stock exchange from
January 1, 2020. Alongside the context of agreement with
these transactions, the Executive Board and Supervisory
Board agreed in December to prepare to change Axel
Springer SE into a partnership limited by shares
(KGaA). A final decision regarding the conversion will be
made by the Executive Board and by the Supervisory
Board after the as yet ongoing tax and legal audits are
completed. As soon as the audits are complete with the
desired results and the necessary preparatory work then
the Executive Board and Supervisory Board intend to put
the conversion to the vote at the annual shareholders'
meeting. A decision is yet to be made regarding the
exact point in time.
In December Ringier and Axel Springer also announced
the plans for establishment of a further joint venture in
Switzerland where both companies would have an equal
equity stake. All Swiss-German and West Swiss newspa-
per titles from Ringier including their associated online
portals as well as the West Swiss broadsheet Le Temps
should be included, with Axel Springer Switzerland, which
combines all business in Switzerland. Any transaction is
subject to the approval of the Supervisory Boards of both
companies and the relevant competition authorities.
25
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Discontinued operations
The sale of the Group’s German regional newspa-
pers, TV program guides, and women’s magazines
to FUNKE Mediengruppe, which was contractually
agreed in December 2013, was finalized on April 30,
2014, with economic effect as of January 1, 2014. The
purchase price agreed before the contractually stipulated
purchase price adjustment was € 920 million. A prelimi-
nary purchase price of € 874.8 million was established
upon finalizing the purchase agreement. The purchase
price adjustment reflected the circumstance, among
others, that the buyer assumed net liabilities as part of the
transaction. Of the provisional purchase price, an amount
of € 634.1 million was paid in cash; for the balance,
FUNKE Mediengruppe assumed a multi-year, subordinat-
ed loan obligation vis-à-vis Axel Springer SE in the
amount of € 240.7 million. The tax payable in connection
with the sale is expected to be € 248.3 million.
In order to fulfill a proviso imposed in connection with
merger control law, FUNKE Mediengruppe sold some of
the TV program guides acquired under the transaction,
as well as some of its own TV program guides, to a
company of Klambt Mediengruppe. To assist in the
financing of this acquisition, Axel Springer SE guaranteed
a bank loan taken out by this company of Klambt Me-
diengruppe, up to an amount of € 51.0 million. (consist-
ing of € 43.1 million until December 31, 2014)
In connection with the conclusion of the purchase
agreement, the parties also agreed to form joint ventures,
for the marketing of print and digital offerings, and for
retail distribution, to bundle the partners’ activities, re-
sources, and knowledge in these areas. Axel Springer
will exercise managerial control over, and hold the ma-
jority of shares in, both these companies. Foundation of
the joint venture requires approval by the relevant merger
and cartel authorities; the foundation of the joint venture
was registered with the German Federal Cartel Office for
marketing in January 2015. Axel Springer and FUNKE
Mediengruppe have already been cooperating in these
areas since the finalization of the purchase agreement.
In addition, Ringier Axel Springer Media AG completed a
contractual agreement on April 30, 2014 which was
initially made in December 2013 to sell their business
activities and equity investments in the Czech Re-
public to two Czech entrepreneurs. These activities
include the leading mass-circulation daily BLESK and the
leading news magazine REFLEX, as well as automotive
magazines and women’s magazines. The purchase price
of € 196.5 million, which is based on a company value of
€ 170 million, additionally reflects the net liquidity trans-
ferred to the buyer, in particular.
Overall statement of the Executive
Board on the course of business and
economic environment
The economic environment for media companies is
strongly characterized by the trend towards digitization.
Segments within the Axel Springer Group have therefore
developed accordingly. The strongest increase in reve-
nues was recorded with the two segments that have
been fully digitized, namely Classified Ads and Marketing
Models. The increase in revenues for Paid Models was
somewhat lower in comparison due to the higher propor-
tion of print business which declined due to structural
changes. The course of business was also characterized
by active portfolio management and the acquisition of
digital business models. This development confirms our
strategy for rigorously digitizing the company.
26
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Financial performance, liquidity, and financial position
Financial performance of the Group
(continuing operations)
Total Revenues
€ millions
The following presentation of the Group’s financial per-
formance refers exclusively to continuing operations.
Advertising
Circulation
Other
At € 3,037.9 million, the total revenues generated in
financial year 2014 were considerably higher (8.4 %) than
the prior-year figure (€ 2,801.4 million). All operating
segments contributed to this revenue growth. Adjusted
for consolidation and currency effects, total revenues
were above the level of the prior-year figure (+ 2.8 %).
404.5
759.1
1,637.8
487.5
735.3
1,815.1
The pro-forma revenues of digital media activities
increased to € 1,705.8 million (PY: € 1,568.6 million), re-
flecting organic growth of 8.7 %. Thus, the digital media
share of the Group’s pro-forma total revenues rose from
51.6 % in 2013 to 54.5 % in 2014. For the operative seg-
ments organic growth was 7.2 % for Paid Models, 8.9 %
for Marketing Models, and 9.4 % for Classified Ads. The
pro-forma revenues take into account the development of
companies, which currently belong to the Axel Springer
Group and hence also the companies acquired in 2013
and 2014 on the basis of unaudited financial data.
At € 1,309.3 million, international revenues rose from
1,164.4 million with 12.4 % compared to the prior-year
figure and accounted for 43.1 % (PY: 41.6 %) of Axel
Springer’s total revenues. The increase resulted from the
growing internationalization of the digital business.
2,801.4
2013
2014
3,037.9
The increase in advertising revenues of 10.8 % to
€ 1,815.1 million (PY: € 1,637.8 million) was predomi-
nantly based on growth in the classified ads and market-
ing models, whilst advertising revenues from paid models
only increased slightly. The share of total revenues repre-
sented by advertising revenues was 59.7 % (PY: 58.5 %).
About three quarters (74.5 %) of total advertising reve-
nues were generated in the Group’s digital activities.
At € 735.3 million, the circulation revenues were 3.1 %
less than the prior-year figure (€ 759.1 million). Primarily,
consolidation effects had an impact. Adjusted for these
effects, circulation revenues were only slightly less, by
1.3 %, than the prior-year comparison figure. Circulation
revenues accounted for 24.2 % (PY: 27.1 %) of total
revenues.
The other revenues of € 487.5 million were 20.5 %
higher than the prior-year figure (PY: 404.5 € million),
due to higher revenues in the Paid Models and Marketing
Models segments. Consolidation effects have the major
effect in this case. When adjusted for such effects the
increase was 5.1 %. Thus, they accounted for 16.0 %
(PY: 14.4 %) of total revenues.
27
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Depreciation amounted to € 255.6 million, which was
considerably higher than the prior-year value of € 155.1
million. This resulted, alongside higher depreciation on
purchase price allocations, in particular from exceptional
depreciation of € 33.0 million carried out as part of the
evaluation of real estate held for sale and from exceptional
depreciation on goodwill in the Marketing Models segment.
The € 19.4 million increase in other operating income
to € 164.7 million (PY: € 145.3 million) resulted mainly
from the recognition of income related to the Kirch insol-
vency, and from the revaluation of contingent purchase
price liabilities. The other operating expenses of
€ 757.2 million which mainly arose as a consequence
of consolidating newly acquired subsidiaries were above
the prior-year figure of (PY: € 697.7 million). This figure
also contains income and expenses from the settlement
of intra-Group payments between continuing and discon-
tinued operations.
Net investment income of € 81.4 million (PY:
€ 25.7 million during the reporting period was particularly
impacted by the profit realized on the sale of our minority
shareholding in iProperty (€ 55.1 million). In addition, as
in the prior year, the profit realized on the sale of 2.6 % of
our equity stake in Do⁄an TV was recorded. The operat-
ing net investment income included in the calculation of
EBITDA amounted to € 10.7 million (PY: € 12.1 million).
The Group's financial result improved, in particular due
to the interest income generated from loans granted in the
context of the sale of the domestic print activities, to
€ – 21.1 million (PY: € – 23.1 million). Increased expenses
of contingent considerations had a partially compensating
effect.
Income taxes amounted to € – 78.9 million (PY:
€ – 88.1 million). The low tax rate for the reporting period
of 25.1 % (PY: 33.0 %), in particular, resulted from largely
tax-neutral income from the disposal of investments.
Segment Revenues
Paid Models
Marketing Models
Classified Ad Models
Services/Holding
5.6 %
16.9 %
26.1 %
51.4 %
The comparison of segment revenues reveals substan-
tial growth in the Classified Ad Models and Marketing
Models, and lower growth in Paid Models.
Total expenses rose compared to the prior-year figure
by 10.3 % to € 2,977.3 million (PY: € 2,700.2 million).
The total of purchased goods and services rose by 6.9 %
compared to the prior-year figure to € 990.0 million (PY:
€ 925.8 million). In particular, consolidation of N24 and My
Little Paris and increases within performance-based mar-
keting models are contrasted with circulation-related falls
in our printing activities. The ratio of purchased goods and
services to total revenues rose slightly to 32.6 % (PY:
33.0 %).
The rise in personnel expenses from € 52.8 million or
5.7 % to € 974.4 million (PY: € 921.6 million) resulted,
above all, from the consolidation of newly acquired sub-
sidiaries and increase in the number of employees within
digital business models, which rose on average by 8.4 %
on average during the year. At the same time, reduced
expenses due to restructuring and revaluation of virtual
stock option programs also had an effect.
28
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
The earnings before interest, taxes, depreciation and
amortization (EBITDA) increased, compared to the pre-
vious year, by 11.6 % to € 507.1 million (PY:
€ 454.3 million). The EBITDA margin therefore improved
slightly to 16.7 % (PY: 16.2 %). The EBITDA of digital
activities rose by 29.9 % from € 281.6 million to
€ 365.8 million. This meant that the share of digital busi-
ness of EBITDA rose from 62.0 % to 72.1 %. As a result of
the increase in depreciation the earnings before interest
and taxes (EBIT) only rose, compared to the previous
year, by 9.7 % to € 394.6 million (PY: € 359.7 million).
Non-recurring effects such as e. g. gains or losses on the
sale of business divisions and investments are not included
in EBITDA and EBIT; furthermore write-downs from pur-
chase price allocations and write-downs linked with the
sale of real estate are not included in EBIT.
Consolidated Net Income (continuing operations)
€ millions
2014
2013
Consolidated net income
(continuing operations)
Non-recurring effects
Depreciation from purchase price
allocations
Taxes attributable to these effects
235.7
– 45.0
103.9
– 43.4
178.6
10.4
59.4
– 18.7
Consolidated net income, adjusted
(from continuing operations)
251.2
229.8
Attributable to non-controlling interest,
adjusted
52.3
50.9
Adjusted consolidated net income from
continuing operations attributable to
shareholders of Axel Springer SE
198.8
178.8
EBITDA
€ millions
EBITDA margin in %
16.2 %
454.3
16.7 %
507.1
Earnings per share from continuing operations (basic =
diluted) amounted to € 1.71 (PY: € 1.34). Based on
average weighted shares outstanding in 2014 (98.9 million),
adjusted earnings per share from continuing opera-
tions (basic = diluted) rose from € 1.81 to € 2.01.
The adjusted consolidated net income and the adjusted
diluted earnings per share are not defined under Interna-
tional Financial Reporting Standards and should there-
fore be regarded as supplementary information to the
consolidated financial statements.
2013
2014
Consolidated net income from continuing operations
amounted to € 235.7 million (PY: € 178.6 million). Ad-
justed consolidated net income from continuing opera-
tions rose markedly to € 251.2 million (PY:
€ 229.8 million).
29
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Financial performance of the operating
segments (continuing operations)
Paid Models
The Paid Models segment comprises all business mod-
els that are predominantly used by paying readers. This
segment is subdivided into national and international
paid-content models.
Paid Models National
The net reach values of selected portals are presented in
the table below. Because Internet usage via mobile de-
vices is particularly important for some of our digital
activities, mobile reach values are presented in addition
to stationary Internet usage.
Unique Users
Millions
(monthly
average)
Bild.de
welt.de
computerbild.de
autobild.de
N24.de
transfermarkt.de
travelbook.de
stylebook.de
bz-berlin.de
Unique
Users
stationary1)
Change
yoy
Unique
Users
mobile2)
Change
yoy3)
16.9
20.7 %
9.4
4.94)
4.4
3.3
1.5
1.4
1.1
1.1
4.2 %
20.2 %
46.1 %
-3)
– 6.7 %
-3)
– 3.4 %
– 7.5 %
5.8
3.3
1.4
0.7
1.9
1.8
-
-
0.4
-
-
-
-
-
-
-
-
-
1) Source: AGOF internet facts 2014-11, monthly average 2014 (Sep.–Nov.).
2) Source: AGOF mobile facts 2014-III, monthly average 2014 (Jul.–Sep.).
3) Comparison to prior-year figures not applicable.
4) Source: AGOF internet facts 2014-11, Nov. 2014.
The focus of the national digital Paid Models remained to
sign up paying subscribers, also in the area of stationary
Internet. For this purpose, marketing campaigns with
exclusive events were carried out, amongst others, par-
ticularly for subscribers of digital paid models from BILD-
plus and WELT. Both BILDplus and the corresponding
offerings from WELT showed a clear increase in the
number of subscribers to digital offers.
The circulation numbers of the print media in the segment
Paid Models declined in financial year 2014, due to market
trends, while the reach values increased in some cases.
Circulation, Digital Subscriptions, and Reach
Thousands
Bild/B.Z.
Circu-
lation/
Digital
Subs1)
Change
yoy Reach2) Change3)
2,384.0
– 7.7 % 11,321.1
0.0 %
Bild am Sonntag
1,158.9
– 7.5 %
8,818.7
– 4.6 %
Bild digital
232.1
-4) 16,892.0
20.7 %
Die Welt/
Welt Kompakt
206.4
– 8.7 %
698.3
0.2 %
Welt am Sonntag/
Welt am Sonntag Kompakt
400.9
– 0.1 %
902.3
– 8.8 %
Welt digital
55.1
-4) 9,424.0
4.2 %
Auto Bild
Sport Bild
476.9
– 7.9 %
2,835.3
1.8 %
377.2
– 6.8 %
4,152.5
– 1.7 %
Computer Bild
357.1 – 23.6 %
3,085.5
– 9.0 %
1) Source: IVW, average paid circulation 2014; For BILD digital and WELT digital: IVW,
digital subscriptions (paid content), monthly average 2014 (May–Dec.).
2) Source: ma 2015 Pressemedien I; Für BILD digital and WELT digital: unique users,
AGOF internet facts 2014-11, monthly average 2014 (Sep.–Nov.).
3) Compared to ma 2014 Pressemedien II.
4) Comparison to prior-year figures not applicable.
During the reporting period BILD published two special
editions, which each had a circulation of approximately
42 million and were distributed, free of charge, to almost
all households in Germany. One issue was published on
June 6, 2014, due to the World Cup, and the second
issue was published on November 8, 2014, commemo-
rating the 25th anniversary of the fall of the Berlin Wall.
Both issues were successfully marketed to advertising
customers.
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Paid Models International
The net reach values of selected portals are presented in
the table below.
Unique Visitors
Millions
(monthly average)
onet.pl
fakt.pl
forbes.ru
blic.rs
azet.sk
cas.sk
Unique
Visitors
20141)
Change
yoy
16,463.6
– 1.8 %
3,624.4
12.5 %
2,961.9
41.1 %
2,894.1
63.3 %
2,218.6
0.0 %
1,567.5
10.2 %
1) Source: comScore Europa, monthly average 2014 (Jan.–Dec.).
The circulation and reach figures for the leading mass-
circulation dailies within the countries of our joint venture
Ringier Axel Springer Media are presented in the table
below.
Circulation and Reach
Thousands
Circulation
2014
Change
yoy
Reach
2014
Change
yoy
Fakt1)
Blic2)
Novy Cas3)
Alo!2)
324.7
– 4.2 %
1,783.5
106.6
– 8.6 %
813.2
7.6 %
0.2 %
101.2
– 8.0 %
747.6
– 8.4 %
91.4
– 17.4 %
446.6
– 10.4 %
1) Poland. Circulation: ZKDP; Reach: PBC General.
2) Serbia. Circulation: ABC; Reach: Ipsos Strategic Marketing.
3) Slovakia. Circulation: ABC; Reach: Median.
The circulation numbers of our international newspapers
and magazines declined, in line with market trends.
Key Figures Paid Models
€ millions
2014
2013
Change
External revenues
1,561.4
1,521.5
2.6 %
Advertising revenues
Circulation revenues
Other revenues
671.0
735.3
155.0
664.0
1.1 %
759.1
– 3.1 %
98.5
57.5 %
National
1,172.7
1,115.3
Advertising revenues
Circulation revenues
Other revenues
International
Advertising revenues
Circulation revenues
Other revenues
EBITDA
National
International
497.7
576.9
98.1
388.7
173.4
158.3
57.0
244.2
190.9
53.3
5.1 %
3.6 %
480.5
577.5
– 0.1 %
57.3
71.1 %
406.2
– 4.3 %
183.5
– 5.5 %
181.6
– 12.8 %
41.1
38.5 %
250.1
– 2.4 %
195.9
– 2.6 %
54.1
– 1.6 %
EBITDA margin
15.6 %
16.4 %
National
International
16.3 %
17.6 %
13.7 %
13.3 %
The total revenues of the segment Paid Models rose
by 2.6 % to € 1,561.4 million (PY: € 1,521.5 million).
Adjusted for consolidation effects, total revenues were
1.4 % less than the prior-year figure. Total advertising
revenues of the segment Paid Models rose by 1.1 % to
€ 671.0 million (PY: € 664.0 million). Adjusted for con-
solidation effects, this meant a fall of 3.4 %. The con-
solidation effects predominantly affected the national
advertising revenues. Adjusted for such effects, this
meant a fall of 3.1 % here. The circulation revenues fell
by 3.1 % to € 735.3 million (PY: € 759.1 million). In
Germany, circulation revenues were nearly unchanged
(– 0.1 %). This development was influenced by the effects
of price increases as well as higher digital circulation
revenues. The 12.8 % drop in the international sector
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resulted mainly from consolidation effects related to the
sale of the Group’s women’s magazines and TV pro-
gram guides in France in the middle of last year. When
adjusted for consolidation effects, the drop was 4.1 %.
The considerable increase of other revenues in the Paid
Models segment of 57.5 % to € 155.0 million (PY:
€ 98.5 million) was primarily due to consolidation.
When adjusted for these effects, the other revenues
rose by 8.4 % in the national segment and 16.4 % in
the international segment.
Unique Users
Millions
(monthly
average)
Unique
Users
stationary1)
aufeminin.com
idealo.de
kaufDA.de
finanzen.net
hamburg.de
38.44)
9.65)
3.4
2.7
1.4
Change
yoy
– 16.6 %
– 7.2 %
– 13.8 %
16.5 %
4.6 %
Unique
Users
mobile2)
Change
yoy3)
-
-
2.8
0.3
0.4
-
-
-
-
-
At € 244.2 million, the EBITDA figure was 2.4 % lower than
the prior-year figure (€ 250.1 million). The decline of the
higher margin advertising and circulation revenues for the
print titles could only be partly offset by the newly acquired
business (N24) and growth in the other revenues. Restruc-
turing expenses (€ 26.4 million, PY: € 37.4 million) and
the launch costs for establishing new business models
(€ 17.2 million as compared to PY: € 26.7 million) were
below prior-year figures. The margin on the segment fell
from 16.4 % in the previous year to 15.6 % in the current
financial year.
EBIT in the Paid Models segment fell by 7.5 % from
€ 225.2 million to € 208.2 million. This was due to higher
write-downs of 44.2 %, which, during the financial year,
amounted to € 35.9 million (PY: € 24.9 million).
Marketing Models
The segment Marketing Models comprises all business
models that generate revenues predominantly through
sales to advertising customers of reach-based or perfor-
mance-based marketing services.
Internet usage via mobile devices is particularly important
for some of our digital activities. Accordingly, the mobile
net reach values of selected portals (to the extent they
are available) are presented in addition to stationary
Internet usage, in the table below.
1) Source: AGOF internet facts 2014-11, monthly average 2014 (Sep.–Nov.).
2) Source: AGOF mobile facts 2014-III, monthly average 2014 (Jul.–Sep.).
3) Comparison to prior-year figures not applicable.
4) Source: comScore World, monthly average 2014 (Jan.–Dec.).
5) Source: AGOF internet facts 2014-11, Nov. 2014.
Under the local brand name retale.com kaufDA success-
fully continued its entry into the US-American market
which started at the end of 2013, and has gained addi-
tional advertising clients.
Key Figures Marketing Models
€ millions
External revenues
Advertising revenues
Other revenues
Reach Based Marketing
Performance Marketing
2014
794.1
651.3
142.7
279.3
514.7
2013
Change
716.5
10.8 %
592.0
10.0 %
124.5
14.6 %
239.9
16.5 %
476.7
8.0 %
EBITDA1)
109.7
103.4
6.0 %
Reach Based Marketing
Performance Marketing
90.8
23.7
87.2
20.1
4.1 %
17.9 %
EBITDA margin1)
13.8 %
14.4 %
Reach Based Marketing
32.5 %
36.3 %
Performance Marketing
4.6 %
4.2 %
1) Total EBITDA includes costs of € 4.8 million in 2014 and € 3.9 million in 2013, not
allocated to the two pillars.
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The total revenues of the Marketing Models segment
were 10.8 % higher compared to prior-year figures at
€ 794.1 million (PY: € 716.5 million). When adjusted for
consolidation effects, revenues rose markedly by 7.8 %.
Most of the revenue growth resulted from the 10.0 % in
advertising revenues to € 651.3 million (PY: € 592.0 million).
This increase was mainly attributable to zanox Group in
the area of Performance Marketing. Growth of other
revenues by 14.6 % to € 142.7 million (PY: € 124.5
million) was predominantly due to consolidation of My
Little Paris within the reach marketing segment; when
adjusted for consolidation effects this increase was 1.5 %.
EBITDA in the segment rose by 6.0 % to € 109.7 million
(PY: € 103.4 million). The lower increase in earnings
compared to the rise in revenue is, on the one hand,
linked to lower margins in high-turnover Performance
marketing and also to higher expenses for establishing
new business models (€ 12.8 million, compared to PY:
€ 7.1 million) as well as restructuring expenses to a
lesser extent (€ 1.3 million, compared to PY: € 0.0 million).
The EBITDA margin fell slightly from 14.4 % to 13.8 %.
EBIT in the Marketing Models segment fell slightly by 1.1 %
from € 93.9 million to € 92.8 million. This was due to higher
write-downs of 76.5 %, which, during the financial year,
amounted to € 16.9 million (PY: € 9.6 million).
Classified Ad Models
All Business models which predominantly generate reve-
nues in online classified advertising are summarized in
the Classified Ad Models segment.
The segment is sub-divided into jobs, real estate, and
general/other.
Key Figures Classified Ad Models
€ millions
External revenues
Advertising revenues
Other revenues
Jobs
Real Estate
General/Other
EBITDA
Jobs
Real Estate
General/Other
2014
512.0
492.7
19.3
256.4
193.5
62.1
221.4
117.7
92.4
14.9
2013
Change
402.6
27.2 %
381.9
29.0 %
20.8
– 7.0 %
198.9
28.9 %
181.3
6.7 %
22.4
>100 %
163.8
35.2 %
81.6
82.3
44.3 %
12.3 %
2.8
>100 %
EBITDA margin
43.2 %
40.7 %
Jobs
Real Estate
General/Other
45.9 %
41.0 %
47.8 %
45.4 %
23.9 %
12.6 %
1) Total EBITDA includes costs of € 3.5 million in 2014 and € 2.9 million in 2013, not
allocated to the three pillars.
The segment Classified Ad Models registered the biggest
revenue growth during the financial year with revenues of
€ 512.0 million and growth of 27.2 % compared to the
previous year (€ 402.6 million). Alongside an improve-
ment in operative results, consolidation effects due to the
acquisitions of Saongroup, YourCareerGroup and of
Jobsite within Jobs sector and of Yad2 and LaCentrale
in the general/other ads sectors, amongst others, were
also noted during the financial year. Adjusted for these
effects, revenue growth came to 10.7 %. Similarly, the
increase in advertising revenues by 29.0 % to
€ 492.7 million (PY: € 381.9 million) was largely attribut-
able to consolidation effects. Adjusted for these effects,
the increase came to 12.7 %.
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Segment EBITDA rose considerably by 35.2 % to
€ 221.4 million (PY: € 163.8 million). As in the case of
revenues, some of this increase can be attributed to
consolidation effects. Adjusted for these effects, the
increase came to 18.3 %. The margin increased from
40.7 % to 43.2 %.
EBIT in the Classified Ad Models segment rose by 35.3 %
from € 149.6 million to € 202.3 million. This was due to
higher write-downs of 34.3 %, which, during the financial
year, amounted to € 19.1 million (PY: € 14.2 million).
Services/Holding
Service and holding functions are combined under the
Services/Holding segment. This segment also comprises
our centralized marketing unit Axel Springer Media Im-
pact as well as all activities related to the production and
distribution of the BILD Group and the company’s mag-
azines, including the Group’s own three printing plants
and the management of all logistical activities for Axel
Springer.
Key Figures Services/Holding
€ millions
External revenues
2014
170.5
2013
Change
160.8
6.1 %
EBITDA
– 68.2
– 63.0
External revenues in the Services/Holding segment were
€ 170.5 million, 6.1 % above the prior-year figure of
(€ 160.8 million).
EBITDA was at € – 68.2 million, and as a consequence
of lower reversals of provisions it was lower than the
prior-year figure (€ – 63.0 million). Restructuring expens-
es were € 20.2 million, slightly below the prior-year figure
of (€ 21.3 million).
The EBIT in the Services/Holding segment remained almost
unchanged at € – 108.8 million (PY: € – 108.9 million). This
was a result of depreciation being lower by 11.7 %, which
stood at € – 40.6 million during the reporting period (PY:
€ 46.0 million).
Financial performance of discontinued
operations
Discontinued operations include the German regional
newspapers, TV program guides, and women’s maga-
zine that were purchased by FUNKE Mediengruppe as of
April 30, 2014, as well as the business activities and
equity investments of Ringier Axel Springer Media in the
Czech Republic that were sold to two Czech entrepre-
neurs (see page 26). Discontinued operations also in-
clude the current results realized in the period from Jan-
uary 1 to April 30, 2014, and gains on disposal.
Discontinued Operations
€ millions
External revenues
Jan.–Apr.
2014
181.3
2013
572.6
EBITDA
29.3
116.6
EBITDA margin
16.2 %
20.4 %
Given the non-comparability of the periods covered in
the present report, no commentary is offered on the
year-on-year development of revenues and EBITDA from
discontinued operations.
Consolidated net income from discontinued opera-
tions amounted to € 668.3 million (PY: € 65.1 million);
this figure included the gains on disposal of the Group’s
German and international print activities as of April 30,
2014, in the amount of € 649.2 million (after taxes).
Adjusted for non-recurring effects and amortization and
impairments from purchase price allocations, consolidat-
ed net income from discontinued operations amounted
to € 19.7 million (PY: € 80.6 million).
Earnings per share from discontinued operations
(basic/diluted) amounted to € 6.37 (PY: € 0.65). Based
on the average weighted shares outstanding in the re-
porting period (98.9 million), adjusted earnings per
share from discontinued operations (basic/diluted) de-
creased by € 0.73 to € 0.17.
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Adjusted consolidated net income and adjusted earnings
per share are not defined under International Financial
Reporting Standards, and should therefore be regarded
as supplementary information to the consolidated finan-
cial statements.
Liquidity
Financial management
As a general rule, Axel Springer SE provides all financing
for the Axel Springer Group. This arrangement ensures
that the Group companies have sufficient liquidity at all
times. The overriding goal of financial management is to
provide cost-effective liquidity in the form of maturity-
matched financing.
Net Liquidity/Debt
€ millions
Cash and cash equivalents
Financial liabilities
Net liquidity/debt
2014
383.1
1,050.9
2013
248.6
719.8
value of € 56.5 million), up to April 2018 (nominal value
of € 112.0 million), up to October 2018 (nominal value of
€ 220.0 million) and up to October 2020 (nominal value
of € 248.5 million). Alongside the Schuldschein there is a
credit facility of € 900.0 million, the repayment of which
is due in September 2017. Both the Schuldschein and
the credit facility may be used either for general business
purposes and/or for financing acquisitions.
As of December 31, 2014 € 409.0 million of the existing
credit facility has been used (December 31, 2013:
€ 150.0 million). The total available amount of unutilized
short-term and long-term credit facilities was € 511.0
million (December 31, 2013: € 770.0 million).
Cash flows
The following presentation of cash flows also includes
discontinued operations.
Consolidated Cash Flow Statement (Condensed)
– 667.8
– 471.3
€ millions
Cash flow from continuing operations
2014
360.8
2013
423.4
Cash flow from investing activities
92.7
– 178.8
Cash flow from financing activities
– 343.8
– 210.9
Change in cash and cash equivalents
109.6
Cash and cash equivalents at December 31
383.1
33.7
248.6
The cash flow from operating activities amounted to
€ 360.8 million (PY: € 423.4 million). The decrease re-
sulted mainly from the fact that the current figure only
includes discontinued operations up until April 30, 2014.
This figure included continuing operations in the amount
of € 339.2 million (PY: € 338.9 million). This slightly posi-
tive development resulted from the improved set of op-
erating results, which were affected by higher restructur-
ing expenses in the previous year; during the reporting
period they had a negative effect on cash flow due to the
increased outgoings on structural measures.
The increase in the net debt presented as of December 31,
2014, in the amount of € 667.8 million (PY: € 471.3 million)
resulted predominantly from cash outflows from finalized
company acquisitions and increasing our holding in Axel
Springer Digital Classifieds as part of our digitization and
internationalization strategy. This was only partially offset
by payments from the sale of domestic and international
print activities, our 17.2 % non-controlling interests in
iProperty and of 2.6 % of our share in Do⁄an TV.
Up until September 30, 2014, there was a Schuldschein
(promissory note) with a nominal value of € 500.0 million and
terms up to April 2016 (nominal value of € 269.5 million)
and up to April 2018 (nominal value of € 230.5 million).
In order to optimize our financing conditions, in October
2014, we improved the average rate of interest, increased
the financing volume by € 137.0 million and extended
the average term around two years through the partial
termination, transformation and subscription of new
Schuldschein volumes. From now on, new tranches of
the Schuldschein have terms up to April 2016 (nominal
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The cash flow from investing activities amounted to
€ 92.7 million (PY: € – 178.8 million). This figure included
discontinued operations in the amount of € 533.5 million
(PY: € – 3.9 million); this largely comprises the receipt of
the purchase price (less cash and cash equivalents
given up) from the finalized sale of our print activities of
€ 792.4 million less tax prepayments of € 254.1 million.
The cash flow from investing activities from continued
activities in the amount of € – 440.8 million (PY:
€ – 174.9 million) was mainly characterized by payments
(less cash equivalents acquired) from the acquisition of
subsidiaries and financial investments of € 572.5 million
in total, which particularly included the acquisitions of
N24, My Little Paris, Yad2, LaCentrale, Jobsite, Project A
and OZY. Furthermore, alongside ongoing investments in
intangible assets, and property, plant, and equipment,
full repayment of the purchase price claim from the sales
of our regional newspaper investments in 2009 (€ 75.0
million; PY: € 25.0 million), payments from the sale of
our 17.2 % non-controlling interest in iProperty
(€ 74.3 million) and the sale of our 2.6 % share in Do⁄an
TV (€ 62.5 million; PY: € 61.6 million). The cash outflow
of € – 181.7 million in the prior year was mainly influenced
by the acquisitions of Saongroup and YourCareerGroup.
The cash flow from financing activities during the report-
ing period amounted to € – 343.8 million (PY: € – 210.9
million). It was solely included within continuing opera-
tions and was, in particular, characterized by the acquisi-
tion of a 15 % equity stake in Axel Springer Digital Classi-
fieds from General Atlantic (€ 446.0 million) as well as
new loans as financial liabilities. Furthermore, the current
figure included payment of dividends to shareholders of
Axel Springer SE and a special distribution of funds of
€ 90.7 million in connection with the completed sale of
our print activities in the Czech Republic.
Financial position
The following presentation also includes the separately
presented assets and liabilities attributable to discontin-
ued operations.
Consolidated Balance Sheet (Condensed)
€ millions
Non-current assets
Current assets
Assets
Equity
Non-current liabilities
Current liabilities
Equity and liabilities
12/31/2014 12/31/2013
4,315.8
3,680.2
1,241.9
1,093.6
5,557.7
4,773.8
2,354.9
2,244.0
2,169.6
1,601.7
1,033.2
928.1
5,557.7
4,773.8
At € 5,557.7 million, the total assets presented in the
consolidated statement of financial position were consid-
erably higher than the corresponding figure at year-end
2013 (PY: € 4,773.8 million). This increase resulted
mainly from the sale of national and international print
activities, which was completed in late April. A profit on
disposal (before taxes) of € 897.4 million was recognized,
and purchase price proceeds (less cash and cash equiv-
alents transferred to the buyer, and tax prepayments) of
€ 538.3 million were recognized in connection with this
transaction.
Development of the long-term financial position resulted
predominantly from the increase in intangible assets,
which amounted to € 652.0 million after initial consolida-
tion of My Little Paris, N24, Yad2, LaCentrale, and
Jobsite took place. Furthermore, financial investments
increased from € 433.9 million to € 633.2 million, which
was primarily due to the long-term loan granted as part
of the sale of our domestic print activities which was not
paid in cash (€ 240.7 million) and the acquisition of
Project A and OZY, and at the same time the sale of our
17.2 % equity investment in iProperty and the sale of 2.6 %
of our holding in Do⁄an TV offset this.
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In contrast, in connection with a planned sale of property
that was previously held under property and equipment
and also as an investment in assets held separately for
sale at fair value less planned sales costs of € 95.9 mil-
lion. In addition, the other long-term assets were reduced
due to the premature and full repayment of the purchase
price claim from the sale of our regional newspaper in-
vestments, which took place in 2009.
The increase in current assets from € 1,093.6 million to
€ 1,241.9 million predominantly resulted from an in-
crease in the existing cash and cash equivalents, from
the reclassification of long-term assets kept for sale
(€ 95.9 million), and the increase in trade receivables. In
addition, the other short-term assets increased, mainly
due to initial consolidation of acquired companies, and
granting a loan for immediate payment of a special dis-
tribution of funds in connection with the completed sale
of print activities in the Czech Republic. By contrast,
finalization of the sale of our domestic and international
print activities allowed the assets held for sale from the
previous year to be written off.
Equity amounted to € 2,354.9 million and was, despite
the consolidated net income generated, only slightly
above that of the end of 2013 (PY: € 2,244.0 million).
Alongside the payments of dividends to the shareholders
of Axel Springer SE and to minority partners, this could
be traced back to the acquisition of 15 % of shares in
Axel Springer Digital Classifieds, within the context of
which the difference between the purchase price and the
holdings of other partners was recorded within equity
without affecting net income. The equity ratio fell to 42.4 %
(PY: 47.0 %).
The increase in long-term outside capital was largely due
to an increase in pension provisions, financial liabilities
and other liabilities. The increase in pension provisions
results from the current market level following adjustment
of the discounting rate to 1.9 % (as of December 31,
2013: 3.6 %). Financial liabilities rose, in particular, due to
utilization of our credit facility in connection with completed
company acquisitions, and by restructuring and subscrip-
tion of our Schuldschein (promissory note). The increase
in other liabilities was primarily due to initial consolidation
of acquired companies and in particular due to recogni-
tion of liabilities from option rights granted for acquisition
of remaining non-controlling interests.
Current liabilities rose mainly due to consolidation-related
increases of trade payables and other liabilities. In addi-
tion, we have also identified a long-term finance lease
liability of € 62.0 million as being kept for sale as it con-
sists of part of a building which was an asset held for
sale as part of a finance lease as of December 31, 2014.
In contrast, finalization of the sale of domestic and for-
eign print activities resulted in de-recognition of the liabili-
ties that were held for sale.
Non-financial performance indicators
Employees
Axel Springer had an average of 13,917 (PY: 12,843)
employees (excluding vocational trainees and journalism
students/interns) in the reporting period. The 8.4 % in-
crease over the prior-year figure resulted primarily from
newly consolidated companies. Outside of Germany,
Axel Springer had an average of 5,727 employees (PY:
5,281); this accounted for 41.2 % (PY: 41.1 %) of the
workforce. On average, 5,847 of the Group’s total work-
force were women and 8,070 were men. The number of
editors fell during the reporting period by 0.9 % to 2,771,
however the number of employees - largely due to ex-
pansion of digital business activities and new equity
stakes - rose by a total of 14.1 % to 10,457 employees.
Employees by Segments (continuing operations)
Average number per year
2014
2013
Change
Paid Models
5,951
5,882
Marketing Models
2,220
1,882
Classified Ad Models
2,580
1,826
Services/Holding
3,166
3,253
1.2 %
18.0 %
41.3 %
– 2.7 %
Group
13,917
12,843
8.4 %
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The small increase in the Paid Models segment was pri-
marily due to initial consolidation of the N24 Group. In the
Marketing Models segment, the increase resulted from the
growth of reach-based marketing activities. The strongest
growth occurred in the Classified Ad Models segment,
mainly due to acquisitions, but also to organic growth.
Length of service and age structure
As of December 31, 2014, the average length of service
with the Axel Springer Group was 10.5 (PY: 10.4) years;
42.5 % (PY: 46.3 %) of employees have worked for the
company for longer than ten years. More than half of all
employees are between 30 and 49 years of age. The
proportion of severely disabled employees in German
companies was, on average over the year, 3.8 % (PY:
3.7 %).
Equal opportunity and diversity
Axel Springer promotes the development of all its em-
ployees equally. Thus in 2010, Axel Springer launched a
new, Group-wide project entitled “Chancen:gleich!” to
increase the percentage of women in senior manage-
ment positions, so as to achieve a better balance be-
tween women and men in the company’s management.
The objective of this program is to increase the percent-
age of women on all management levels to more than
30 %, as a company-wide average. Instead of a uniform
quota, we adopted individual targets for each area of the
company. As of December 31, 2014, women held 27.8 %
of management positions at Axel Springer’s companies
in Germany.
Personnel development
The training and continuing education activities of Per-
sonnel Development have been closely aligned with the
requirements of the digitization movement in prior years.
More than one third of the continuing education program
in 2014 consisted of newly developed training courses
that cover various aspects of the digital transformation.
Together with the formats and seminars that have already
been successfully established, the new personnel devel-
opment activities are clearly focused on digital content.
The “move” personnel development started in January
2014, which is an initiative which represents change and
movement, and should drive and support the transfor-
mation process in the company. A variety of unconvention-
al formats, measures and offers are part of "move"; these
deal with future topics in the digital world and emphasize
the networking aspect whilst simultaneously providing
knowledge transfer. Around 70 “move” events took place
during the year. The initiative won several awards.
Research and development
Axel Springer does not have a traditional research and
development department of the kind that industrial en-
terprises maintain. All areas of the company constantly
strive to optimize their existing products and introduce
innovative new products to the market. Above all, we
seek to continuously expand our portfolio with innova-
tions in the digital sector, as well as new print formats,
besides continuously improving our editorial content and
upgrading our journalistic excellence. In that regard, we
pay especially close attention to identifying changing
media usage habits as early as possible.
Technology platform for paid content offerings
The existing platforms for paid content were also sys-
tematically expanded during the financial year. Improve-
ments in the registration process (“Single Sign On”),
integration of additional sales agreements and further
developments in the area of content management sys-
tems were implemented on our platforms.
Further development of marketing services
In the Marketing Models, existing online offers were
continuously developed and supplemented by new ones.
Development of innovative product functionalities and
marketing technologies for increasing reach and use of
offers as well as monetization is a key priority for our
investments. In addition, we also invest in new compa-
nies in an early stage of development, which develop
new business models and technologies. This is either as
a direct investment, or indirectly via investment compa-
nies such as the Project A-Ventures, where Axel Springer
and the Otto Group are both involved, or Axel Springer
Plug & Play Accelerator GmbH, a joint venture with Plug
& Play Tech Center in Silicon Valley.
38
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
Since the mid-1990s Axel Springer has published envi-
ronmental reports, and sustainability reports have been
published since 2000. Since 2005 we have published a
sustainability report on a biannual basis, which follows the
full list of indicators of the Global Reporting Initiative (GRI),
the internationally relevant format for sustainability report-
ing. The current sustainability report in "GRI+" format is
also documented in the "Media Sector Supplement"
(GRI+). This section provides additional indicators that are
reflective of the specific issues encountered by journalism
companies. At the same time, the report focuses on
aspects of digitization which are relevant from a sustaina-
bility perspective. Axel Springer’s sustainability reports are
audited by independent auditors. The current sustainabil-
ity report appeared in the middle of 2014 and can be
found at www.sustainability.axelspringer.com. The next
sustainability report will appear in the middle of 2016.
Further development of classified portals
The development of the forefront activities also applies to
the Classified Ad Models segment.
For this reason, the StepStone Group also invested in its
mobile offerings during 2014. A new Totaljobs app was
launched in Great Britain, and a new app for recruiters
was introduced in Germany which enables direct search-
ing for candidates to be carried out on the move.
In the real estate models, Immonet has brought out an
app for Android Wear, the smart watch operating system,
which should make searching in real-time for real estate
easier.
Sustainability and social responsibility
For Axel Springer, sustainability is the nexus between
economic success and conduct that is both environmen-
tally responsible and socially fair. These three criteria are
firmly anchored in the company’s business strategy.
Therefore, sustainability is an integral part of all the com-
pany’s business processes. The Sustainability Depart-
ment supports all the company’s activities in this area,
ranging from resource efficiency measures to social
responsibility initiatives. This department reports directly
to the Executive Board Chairman. Through our sustaina-
bility strategy, we exercise responsibility for current and
future generations and establish the foundation for long-
term business success.
39
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic report
General assessment of the company’s
financial performance, liquidity, and
financial position by the Executive
Board
Axel Springer has systematically continued to follow the
strategy of digital transformation in financial year 2014. We
have driven digitization organically as well as via acquisi-
tions. The most meaningful step in this context was the
agreement with growth investor General Atlantic finalized
at the end of 2014 regarding the acquisition of their 30 %
equity share in our digital classified advertising business.
Already during the first half of the year, the sale of domes-
tic regional newspapers and the TV program guides and
women’s magazines to FUNKE Mediengruppe was suc-
cessfully finalized. EBITDA, EBIT, and the adjusted earn-
ings per share from continuing operations were all consid-
erably higher than in the previous year. Considering the
strong cash flow, the still exceedingly solid balance sheet
structure, and the cost-effective financing options available
to the company, Axel Springer finds itself in an excellent
position to generate future growth, both through organic
growth and through acquisitions.
We continue to believe that the path of systematic digiti-
zation is the right strategy for assuring and further im-
proving the company’s profitability in the future.
Financial performance, liquidity, and financial position
(continuing operations)
Group Key Figures
(Selection, in € millions)
2014
2013
2012
Total revenues
3,037.9
2,801.4
2,737.3
EBITDA1)
EBITDA margin1)
EBIT2)
Tax rate
507.1
454.3
498.8
16.7 %
16.2 %
18.2 %
394.6
359.7
413.6
25.1 %
33.0 %
32.8 %
Consolidated net income
235.7
178.6
190.7
Consolidated net income,
adjusted2)
Earnings per share, adjusted
(in €)2) 3)
Dividend per share (in €)4)
Total dividends4)
Net debt/liquidity
Free cash flow5)
251.2
229.8
258.6
2.01
1.80
1.81
1.80
2.20
1.70
178.1
178.1
167.9
– 667.8
– 471.3
– 449.6
244.1
246.1
297.3
1) Adjusted for non-recurring effects.
2) Adjusted for non-recurring effects and amortization and impairments from
purchase price allocations.
3) For all years indicated herein, the adjusted basic/diluted earnings per share were
calculated on the basis of weighted average shares outstanding in the given finan-
cial year (98.9 million).
4) Dividend proposal for financial year 2014.
5) Cash flow from operating activities, less capital expenditures, plus cash inflows on
disposal of intangible assets and property, plant, and equipment.
40
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic position of Axel Springer SE
Economic position of Axel Springer SE
€ millions
Revenues
Net income
Transfers to retained earnings1)
Total dividends1)
Dividend per share (in €)1) 2)
2014
2013
2012
2011
2010
1,174.6
1,442.8
1,507.1
1,551.2
1,576.6
590.8
412.7
178.1
1.80
186.4
8.3
178.1
1.80
371.9
204.0
167.9
1.70
260.2
161.3
92.6
167.6
1.70
4.0
157.3
1.60
1) The amount of the dividend for 2014 and the appropriation to retained earnings (after deduction of an advance appropriation of € 295.4 million) are subject to the condition of
approval by the annual shareholders’ meeting.
2) The dividend per share for the year 2010 was adjusted to account for the share split conducted in 2011.
Introductory remarks
The management report of the parent company Axel
Springer SE, Berlin, is combined with the management
report of the Axel Springer Group. The following state-
ments are based on the separate financial statements of
Axel Springer SE, which were prepared in accordance
with the regulations of the German Commercial Code
and the German Stock Corporations Act. The separate
financial statements and the management report will be
announced in the Electronic Federal Gazette and pub-
lished on the website of Axel Springer SE.
Business activity
Axel Springer SE is operationally active in the Paid
Models segment and mainly publishes nationwide daily
and weekly newspapers as well as automobile, comput-
er, and sports magazines. Furthermore, Axel Springer SE,
in its role as a parent company of the Axel Springer
Group also exercises holding functions, monitors Group-
wide liquidity management and performs other services
to Group companies. The general economic conditions
of Axel Springer SE correspond essentially to those of
the Group and are described in the economic report (see
page 22 et seq).
Financial performance
The financial performance of Axel Springer SE in the
financial year 2014 was characterized by the sale of
regional newspapers as well as TV program guides and
women's magazines to FUNKE Mediengruppe, which
was finalized at the end of April 2014. The profit on dis-
posal due to Axel Springer SE amounted to € 797.8
million, and was recorded as extraordinary profit. As the
income and expenses relating to the sold activities were
no longer included from May 2014 onwards as a conse-
quence of the sale, considerable falls were noted, partic-
ularly in revenues and also in purchased goods and
services and personnel expenses.
Income Statement (Condensed)
€ millions
Revenues
Other operating income
2014
2013
1,174.6
1,442.8
125.3
133.4
Purchased goods and services
– 290.4
– 368.3
Personnel expenses
– 382.1
– 481.3
Amortization, depreciation, and impairments
of intangible assets and property, plant and
equipment
Other operating expenses
– 45.7
– 34.0
– 532.1
– 550.5
Net income from non-current financial assets
52.3
111.9
Net interest income
Profit from ordinary activities
Extraordinary profit
Taxes
Net income
– 32.2
– 24.5
69.7
229.5
797.8
0.0
– 276.7
– 43.1
590.8
186.4
Revenues fell by € 268.2 million or 18.6 %. There was
also a fall in circulation and advertising revenues of
€ 197.8 million and € 78.9 million, respectively. In con-
trast, other revenues were 5.9 % above prior-year figures
at € 153.7 million.
41
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic position of Axel Springer SE
The cost of purchased goods and services was less than
the prior-year figure, due to the lower expenses for paper,
printing services, and fees, falling by € 77.9 million to
€ 290.4 million. At roughly 25 %, the ratio of purchased
goods and services to total revenues was little changed
from the prior year.
conversion of existing tranches as well as subscription the
average rate of interest was improved, the financing vol-
ume was increased by € 137.0 million to € 637.0 million
and the average term was extended by two years (further
details can be seen in Group Liquidity, page 35).
The personnel expenses of € 382.1 million remained
20.6 % lower than the prior-year figure. The cause of this
was the lower number of employees in particular. The
average number of employees declined by 21.4 %, from
4,282 in the prior year to 3,364 in financial year 2014.
Amortization, depreciation, and impairments of intangible
assets and property, plant and equipment increased by
€ 11.7 million to € 45.7 million, mainly due to an impair-
ment of one item of property.
Net income from non-current financial assets amounted
to € 52.3 million. The fall of € 59.6 million resulted largely
from a lower income from participating interests (€ 19.3
million; PY: € 105.2 million), which contained additional
dividend payments in preparation for the sale of newspa-
per and magazine activities in the previous year. At the
same time, profit and loss transfers as well as earnings
from loans rose by € 8.6 million and € 9.1 million, respec-
tively. Also, lower impairments of € 8.6 million of financial
investments were recorded during the reporting period.
Net interest income (€ – 32.2 million) fell by € 7.7 million.
The reasons for this were mainly higher interest expendi-
ture as part of Group-wide liquidity management and
prepayments penalty in connection with the restructuring
of the existing Schuldschein (promissory note).
Alongside the promissory note there is a credit facility of
€ 900.0 million, the repayment of which is due in Septem-
ber 2017. Both the promissory note and the credit facility
may be used either for general business purposes
and/or for financing acquisitions.
Net debt (liabilities due to banks and promissory note less
cash and cash equivalents) on December 31, 2014
amounted to € 946.1 million (PY: € 587.4 million). As of
the reporting date unutilized short-term and long-term
credit facilities amounted to € 511.0 million. (PY: € 770.0
million).
Financial position
Balance Sheet (Condensed)
€ millions
12/31/2014 12/31/2013
Intangible assets, and property, plant, and
equipment
220.9
245.8
Non-current financial assets
4,284.7
3,231.9
Trade receivables
Receivables from affiliated companies
Cash and cash equivalents
Other assets
Total assets
Equity
Provisions
39.4
71.8
99.9
136.9
42.7
62.6
102.6
166.4
4,819.3
3,886.3
1,965.1
1,552.4
383.2
375.8
Profit from ordinary activities amounted to € 69.7 million
in financial year 2014 (PY: € 229.5 million). After taking
the extraordinary profit into consideration and tax ex-
penditures there was an annual surplus of
€ 590.8 million (PY: € 186.4 million).
Liabilities due to banks and promissory
note bonds
1,046.0
650.0
Liabilities to affiliated companies
1,328.7
1,160.1
Other liabilities
96.3
148.0
Total equity and liabilities
4,819.3
3,886.3
Liquidity
Axel Springer SE restructured the existing Schuldschein
during the financial year. Due to partial cancellation and
Total assets rose by € 933.0 million to € 4,819.3 million
during the financial year. Non-current assets amounted
to € 4,505.6 million (PY: € 3,477.7 million) and account-
42
Annual Report 2014
Axel Springer SE
Combined Management Report
Economic position of Axel Springer SE
ed for 93.5 % (PY: 89.5 %) of total assets. 43.6 % (PY:
44.6 % was covered by equity.
Profit utilization proposal
Non-current financial assets increased during the financial
year by € 1,052.8 million to € 4,284.7 million. The in-
crease mainly resulted from additional payments to capital
reserves by subsidiaries for financing acquisitions as well
as vendor loans granted to the amount of € 240.7 million
as part of the sale of the German regional newspapers, TV
program guides, and women’s magazines.
A major factor in the reduction of trade receivables by
€ 97.5 million to € 39.4 million was the contribution of
marketing and distribution activities into independent
service companies. This resulted in contrary effects, espe-
cially in receivables from affiliated companies, which rose
by € 29.1 million to € 71.8 million.
In other assets, the payment of the deferred purchase
price for the sale of regional newspaper investments final-
ized in the 2009 financial year amounted to € 75.0 million.
Equity increased by € 412.7 million to € 1,965.1 million.
The equity ratio increased to 40.8 % (PY: 39.9 %).
Provisions increased by € 7.4 million to € 383.2 million
compared to the same time last year. The main reasons
for the increase were provisions for guarantees granted in
connection with the sold newspaper and magazine activi-
ties. Contrary effects arose from lower tax provisions.
In particular, lower subscription prepayments as a result of
the sale of the German regional newspapers, TV program
guides, and women’s magazines led to a reduction of
other liabilities.
The Supervisory Board and Executive Board propose
that the company apply an amount of € 178.1 million
(PY: € 178.1 million) from the distributable profit of
€ 295.4 million (PY: € 178.1 million) to pay a dividend
of € 1.80 (PY: € 1.80) per qualifying share for financial
year 2014, and to appropriate the remaining amount of
€117.3 million (PY: € 0.0 million) to the other retained
earnings.
The company does not currently hold any treasury
shares, so that all the company’s shares qualify for divi-
dends. However, the number of shares qualifying for
dividends may be reduced in the time remaining before
the annual shareholders’ meeting. In that case, an ad-
justed profit utilization proposal will be submitted to the
annual shareholders’ meeting, without changing the
target dividend of € 1.80 per qualifying share.
Dependency Report
The Executive Board of Axel Springer SE submitted
the Dependency Report prescribed by Section 312 of
the German Stock Corporations Act (AktG) to the Super-
visory Board and made the following concluding state-
ment:
“According to the circumstances known to the manage-
ment at the time of each transaction with an affiliated
company, Axel Springer SE received adequate consider-
ation for every such transaction and did not take, or fail
to take, any actions in the reporting period, either at the
behest or in the interest of the controlling company or a
company affiliated with the controlling company.”
43
Annual Report 2014
Axel Springer SE
Combined Management Report
Events after the reporting date
Events after the reporting date
On February 11, 2015 we finalized an agreement with
the shareholders of the real estate portal Immowelt re-
garding combining the Immowelt Group and the Immo-
net Group, belonging to Axel Springer Digital Classifieds.
After finalization of various purchase and contribution
agreements both real estate portals will be brought un-
der the auspices of the new Immowelt Holding AG com-
pany, where we will have a majority shareholding of 55 %
via Axel Springer Digital Classifieds. The remaining 45 %
is kept by the current shareholders of Immowelt AG, and
they have various options available for selling their hold-
ing. The transaction was based on a valuation of both
companies totaling € 420 million. We will pay a total of
approximately € 131 million as purchase price payments
to the previous partners of Immowelt in connection with
creating the new structure. The combining of both por-
tals makes it possible to sustainably improve the com-
petitive position within the German market segment for
real estate portals. The transaction is still awaiting ap-
proval from the relevant cartel authorities.
At the beginning of January 2015 the acquisition of 51 %
of shares in @Leisure Holding B.V., Amsterdam, the
Netherlands, was completed (see page 25).
44
Annual Report 2014
Axel Springer SE
Combined Management Report
Report on risks and opportunities
Report on risks and opportunities
Risk policy principles and risk strategy
At Axel Springer, we define risks as the possibility of
negative deviations of actual business performance from
the planned targets or objectives, while opportunities
represent the possibility of positive deviations. The risk
policy principles and risk strategy of Axel Springer are
closely aligned and coordinated with the business strat-
egy and business objectives. We do not seek to avoid
risks at all costs, but to carefully weigh the opportunities
and risks associated with our decisions and our business
activities, from a well-informed perspective. Accordingly,
opportunities should be systematically exploited and
risks should be assumed only if they remain within ap-
propriate limits that are acceptable to the company as
well as create additional opportunities to sustainably
generate income or increase the company’s value. Thus,
risks should be limited to a level deemed acceptable by
the company’s management by taking appropriate
measures, be transferred to third parties in full or in part,
or, in those cases where risk mitigation is not considered
advisable, be avoided or monitored closely. All employ-
ees are duty-bound to handle risks responsibly within
their own area of responsibility.
Group-wide risk management system
In accordance with national and international require-
ments, we also continued the process of establishing the
individual components of our internal monitoring system
during the financial year (risk management, compliance
management, internal control system, and internal audit),
and adapted them to reflect the changed corporate
environment as well as the ever-changing Group. An
important focus lay on continued development and op-
timization of existing processes and structures, the inte-
gration of acquisitions into the existing risk management
system, and continuous improvement of quality of risk
inventory and corresponding countermeasures.
The general form of structures and processes in the risk
management system are based on the internationally
recognized "Enterprise Risk Management Framework", a
framework developed by the Committee of Sponsoring
Organizations of Treadway Commission (COSO). This
integrates the risk management process into the internal
control system. The use of this holistic, integrated ap-
proach should ensure that countermeasures and moni-
toring activities are systematically focused upon the
strategic, operative, reporting-related and compliance-
related objectives of Axel Springer and their risks.
To ensure close interaction of individual subsystems in
the long term which results in an appropriate, effective
monitoring system for Axel Springer, group-wide coordi-
nation of systems and centralized reporting by means of
risk management, compliance management and the
internal control system by the Governance, Risk & Com-
pliance central sector.
The risk management system at Axel Springer is focused
on recognizing and evaluating all significant and existen-
tial risks as well as essential changes in the risk situation
as promptly as possible. It should therefore be assured
in accordance with risk policy principles and risk strategy
that corresponding control and countermeasures can be
used in time to react to such risks. This approach gives
us the necessary maneuvering room and allows for the
controlled and responsible management of risks.
The risks at Axel Springer are divided into strategic,
operative, reporting-relevant, and compliance-relevant
risks based on COSO (risk categories). The compliance-
relevant risks arise from potential infringement of external
and internal regulations and guidelines. Insofar it is sen-
sible and applicable, risks are assessed quantitatively
with reference to the parameters “loss amount” and
“probability of occurrence”. To achieve focus on the
relevant issues, essential contents, a materiality limit is
established based on EBITDA which is risk-oriented at a
Group level, and further threshold values are determined
from this. Currently, the materiality limit is € 10 million.
A theoretical threat to the company’s survival as a going
concern is assessed with reference to the possible gross
loss amount and the resulting effect on the financial
position and liquidity (excessive debts and insolvency)
of the Group. Based on the classification scheme de-
scribed above, risks are assigned to one of the following
45
Annual Report 2014
Axel Springer SE
Combined Management Report
Report on risks and opportunities
systematic process for risk assessment and evaluation
carried out annually and the updates carried out on a
semi-annual basis, they are expected to observe their
division or their company for any changes in the risk
situation. Significant changes in the risk situation must be
reported immediately to the Corporate Office of Govern-
ance, Risk & Compliance.
This decentralized risk inventory process is supplement-
ed by a centralized risk inventory, which is conducted by
means of a systematic procedure involving top managers,
under the direction of the Group-wide Risk Manager. The
goal of this procedure is to identify and assess risks that
are not specific to operating divisions or processes, and
so fill in any gaps in the risk inventory, by employing a
specialized methodology.
The Corporate Risk Manager is assigned to the Corpo-
rate Office of Governance, Risk & Compliance. He su-
pervises all necessary risk management activities, aggre-
gates the risks on the Group level, judges the plausibility,
and verifies the completeness of reported risks. He is
also responsible for the constant optimization of the risk
management system and the web-based data process
solution employed on a Group-wide basis. The semi-
annual and ad-hoc risk reports submitted to the Execu-
tive Board and Supervisory Board are focused primarily
on existential risks and significant risks, along with the
countermeasures adopted in every case, and suitable
early warning indicators, to the extent they are available.
The risk management system, including the responsibili-
ties for the various activities, is documented in a Corpo-
rate Guideline, which is reviewed at least once a year
and adjusted when necessary by the Corporate Office of
Governance, Risk & Compliance.
At present, we do not intend to survey and document
entrepreneurial opportunities systematically in the con-
text of our risk management system. Instead, business
opportunities are taken up and documented as part of
the strategy and budgeting process.
risks classes: existential risks, significant risks, risks to be
monitored, and other risks.
Risk Matrix of Axel Springer SE
Critical Risks
Significant Risks
Risks to be Monitored
Other Risks
very
high
50 %
high
25 %
medium
10 %
low
5 %
very
low
e
c
n
e
r
r
u
c
c
O
f
o
y
t
i
l
i
b
a
b
o
r
P
Extent of Damage (€ millions)
very
low
low
medium
high
very
high
0.5
2.5
5
10
To ensure the greatest possible transparency in the
presentation of Axel Springer’s risk situation, and also for
assessing existing weaknesses in monitoring and control
if necessary, all identified risks are assessed both prior to
the implementation of risk management measures (gross
risk assessment - inherent risk), and after the corre-
sponding measures are taken (net risk assessment -
residual risk).
While overall responsibility for risk management lies with
the whole Executive Board, the various divisions and
affiliated companies of the Group are primarily responsi-
ble for the management of individual risks, including the
early detection, identification, assessment, management,
and documentation of risks, as well as the adoption and
implementation of countermeasures and appropriate
communications.
The senior managers of Axel Springer and the Group
companies bear the responsibility for the content of the
risk management system implemented within their divi-
sion or company and the respective risks Alongside the
46
Annual Report 2014
Axel Springer SE
Combined Management Report
Report on risks and opportunities
Internal audit system
Group Auditing within Axel Springer SE is organized as a
process-independent staff department, which is under
the control of the full Executive Board in functional terms,
and under the Executive Board member in charge of
Personnel and Finance in disciplinary terms. It provides
consulting and investigations in all Group companies and
divisions in a risk-oriented manner and aligns its activities
with relevant national and international professional
standards.
In particular, Group Auditing has the task of inspecting
the effectiveness of the internal risk management and
control system as well as the compliance management
system based on a risk-oriented inspection plan and to
derive measures for eradicating weaknesses. Implemen-
tation of improvement measures is followed up based on
a systematic process.
The results of individual audit or consultancy mandates
are typically reported to the Executive Board and period-
ically summarized to the Audit Committee of the Super-
visory Board.
To ensure the effectiveness of the internal audit system,
a quality assurance and improvement process is set up,
which provides for external quality assessments amongst
other things in accordance with professional guidelines.
Report on the financial reporting-related
risk management system and internal
control system pursuant to Section 289
(5) and Section 315 (2) (5) HGB
The (consolidated) financial reporting-related risk man-
agement system and the connected internal control
system are important elements of the internal manage-
ment system of Axel Springer SE, which is also based on
the internationally recognized framework of the Commit-
tee of Sponsoring Organizations of the Treadway Com-
mission (COSO). As emphasized in the concept, the
effective interplay of the risk management system and
internal control system is meant to ensure the effective-
ness and economic efficiency of the Group’s business
activities, as well as the completeness and reliability of its
financial reporting. The (consolidated) financial reporting-
related risk management system and internal control
system comprise all organizational regulations and
measures aimed at the detection and management of
risks related to financial reporting. With a view to the
(consolidated) financial reporting process, the internal
control system is meant to ensure that the Group’s fi-
nancial reports convey a true and fair view of the financial
position, liquidity, and financial performance of Axel
Springer SE and the Axel Springer Group, in compliance
with all relevant laws, regulations, and standards. How-
ever, even an effective, and therefore adequate and well-
functioning internal control system cannot guarantee the
prevention or detection of all irregularities or inaccurate
disclosures.
We consider the following elements of the risk manage-
ment system and internal control system to be significant
with respect to the (consolidated) financial reporting
process:
Processes for identifying, assessing, and document-
ing all significant financial reporting-related processes
and risk areas, including the corresponding key con-
trols. Such processes include financial and account-
ing processes, as well as administrative and opera-
tional business processes that generate important
information used in the preparation of the separate
and consolidated financial statements, including the
management reports of the parent company and the
Group.
Process-integrated controls (computer-aided controls
and access restrictions, dual control principle, separa-
tion of functions, analytical controls).
Standardized financial accounting processes, through
the use of an internal, Group-wide Shared Services
Center for most of the consolidated German compa-
nies of the Group.
47
Annual Report 2014
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Report on risks and opportunities
Group-wide accounting directives in the form of ac-
counting guidelines, charts of accounts, and reporting
procedures.
divisional basis, thereby enhancing the effectiveness and
economic efficiency of the entire system.
Quarterly communication of information to all consoli-
dated Group companies on current developments re-
lated to accounting and the process of preparing the
financial statements, as well as the reporting dead-
lines to be observed.
Risk areas
If not stated elsewhere, all risks will be mentioned in the
following which have a considerable negative effect on
reaching our company-wide targets. Within the risk areas
described below, risks are presented in the order of their
priority for Axel Springer.
Assuring the requisite expertise of employees involved
in the financial reporting process by means of appro-
priate selection procedures and training.
Provided that these are not strategic risks, then the risks
are generally pertaining to the 2015 forecasting period.
Centralized preparation of the consolidated financial
statements, employing manual and computer-system
controls in respect of financial reporting-specific con-
nections and dependencies.
Protection of financial reporting-related IT systems
against unauthorized access, by means of access re-
strictions.
Monthly internal reports (complete income statement,
statement of financial position, cash flow statement)
and monthly reports on all cost units of the Group, in-
cluding analysis and reporting of significant develop-
ments and budget/actual variances.
The effectiveness of the (consolidated) financial reporting-
related risk management system and internal control
system is systematically reviewed and assessed by
means of periodic control tests; a Group-wide reporting
system ensures that up-to-date information is provided
on a regular basis to the division heads, Executive Board,
and Supervisory Board.
Both the risk management system and the internal con-
trol system are continuously refined. For example, the
financial reporting-related control system is being inte-
grated, extending beyond the area of accounting, on a
step-by-step basis into a comprehensive system of
internal corporate monitoring. By that means, we syn-
chronize and optimize our control elements on a cross-
Market and competition risks
Whilst economic growth is forecast for Germany despite
geopolitical tensions, the euro zone in its entirety is re-
covering only slowly. The fact that individual countries
are currently not able to correct their deficits and that the
required structural reforms are only being implemented
slowly is causing a growing economic chasm between
euro zone countries. There is also considerable uncer-
tainty pertaining to the future development of emerging
countries such as Russia and China, as economic pow-
ers that still hold considerable importance for the global
economy. A renewed economic downturn within EU
member states and therefore our key markets could
have a negative impact on economic growth generally
and could lead to a significant deterioration of the reve-
nue situation of our customers, and result in slower
growth of the online market. In such a scenario, a more
severe decline than expected of Axel Springer's print
advertising revenues cannot be ruled out. Besides re-
ducing advertising revenues in Germany, a negative
development of the general market environment could
also reduce the Group’s advertising revenues in central
and eastern Europe, and it therefore represents a risk for
all the segments of Axel Springer SE.
Furthermore, the general market situation is still charac-
terized by intense competition pressure. The entry of
new competing titles and formats into the market ex-
poses the Axel Springer Group to the risk of lost reve-
nues and market shares in the online and print business.
The loss of major advertising customers due to switching
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over to other advertising media such as TV, radio, and
online or mobile advertising, could considerably reduce
our print advertising revenues. Our print advertising reve-
nues could also be reduced by the loss of major com-
mercial customers, who are increasingly shifting their
advertising budgets to radio and TV.
The above-mentioned market risks are exacerbated by
changing consumption and reading habits, primarily due
to demographic change. Another source of persistent
uncertainty pertains to the intensified competition be-
tween traditional print media and the increased use of
online and mobile media.
The above-mentioned general market risks are moni-
tored and minimized primarily through management on
the operational level and through continuous observation
of the market and the competition. At the same time, the
digitization of our products will be driven, our product
portfolio will be expanded both nationally and interna-
tionally, and our journalistic and technological compe-
tences will be enhanced and optimized. Adjustments to
evolving consumer and reader requirements also occurs
via technical and product-specific innovations. This will
be accompanied with pricing and product policy
measures.
In addition, there is a risk of increasing price erosion within
the online marketing sector, e.g. display advertising due to
increased competition by global players with developed
targeting products and a high number of users. We coun-
ter this risk by, amongst other things, consolidating and
continuously building on our position in the competitive
arena as well as innovative, target group-oriented market-
ing products.
The spread of ad blockers presents a risk for advertising
revenues which must be taken seriously in the digital
advertising sector. Specially pre-configured browsers and
browser add-ons prevent ads from being displayed on
visited web pages and the effects of said ads depending
on how the add-ons were installed by the user. The con-
tinued spread of ad blockers could lead to substantial
declines in advertising revenues, especially in our perfor-
mance-oriented business models. As a means of minimiz-
ing this risk, we are currently conducting a joint information
campaign with our advertising partners, to raise aware-
ness of this problem within the advertising industry. We
are also exploring legal and technological options for ef-
fectively addressing the problem of ad blockers.
Digital markets are subject to dynamic markets and com-
petition with short innovation cycles. Our digital portals are
therefore exposed to the risk that new portals and com-
petitors aiming to break into the market, alongside chang-
es in usage behavior, could jeopardize the existing market
position in the long run. Increasing competition is a threat
not only on the part of the world's leading Internet compa-
nies aiming to penetrate into new market segments, but
also for new companies with innovative business concepts.
Intensive observation of current happenings on the market,
and continuous and adapted further developments of our
portals are our counters to the stated risks.
Many of our digital offers are additionally confronted with
the risk arising from the dominant position of major Inter-
net search engines. If, for example, these search engines
change their search algorithms or expand their business
models that compete with our business sectors, this can
have noticeable effects on the future revenue situation,
especially with regards to our Marketing Models. Even
small changes in visibility or in position on the results
pages could lead to significant losses in turnover with
certain business models.
We counter this risk by means of targeted ad place-
ments on search engine pages/results pages, search
engine optimization and management as well as the
further expansion of the Group’s activities in target-group
relevant social media channels. Simultaneously, we are
focusing on adequate measures to reinforce the brands
and offerings of Axel Springer SE so that their usage will
not be as dependent on services provided by third par-
ties, particularly the visibility on search engines and social
media networks. Through the constant further develop-
ment and expansion of our apps for mobile use, we are
continuously increasing the degree of digitization and
implementing our strategy of becoming the leading digi-
tal publisher. By means of acquisitions, new company
start-ups, and the expansion of existing digital media, we
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will strive to adapt to changes in the media world and
further promote the cross-media networking and integra-
tion of our brands. (For more information on this subject,
please refer to the report on the operating segments,
beginning on page 12, and the report on the financial
performance of the segments, starting on page 30).
Political and legal risks
The already pronounced concerns of the public, politi-
cians, and consumer protection organizations in matters
of data protection have become even more prominent.
This development has been caused by two factors, the
first being the public debate regarding the use of the
personal data of German citizens by foreign intelligence
services, and the second being the practice of social
networks, search engines, and other online platforms to
collect the data entered by users and use it for their own
commercial purposes. Even where such actions fall
within legally admissible limits, parts of the public and
certain interest groups (including consumer protection
organizations, among others) have successfully argued
that consumers’ right to privacy should always take
precedence over commercial interests. For this reason,
among others, consumer protection and data privacy
proposals have gained significance in the legislative and
executive bodies of the German states and the German
Federal Government, and at European level as well. This
trend is particularly worrisome for digital business models,
because they are almost entirely reliant upon the use of
data. This uncertainty has been exacerbated particularly
by the as yet incomplete legislative process on the sub-
ject of a fundamental data privacy regulation at EU level.
Specifically, such a regulation would affect the use of so-
called "cookies" and similar technologies, the permissibil-
ity of generating user profiles (profiling and tracking), and
other measures that necessitate the use of personal data
without prior consent. Furthermore, recent regulatory
proposals are potentially more advantageous for the
providers of registration-required online services than for
advertising-financed online services and advertising
networks that do not maintain direct contacts with end
customers, because the popular, registration-required
online services already possess a large, personalized
subscriber base, making it much easier for them to ob-
tain permission from their users. Restrictions of the ad-
vertising and customer-retention possibilities associated
with these technologies could result in substantial reve-
nue losses for mobile and web-page-based business
models.
The growing Internet activities of public-sector broad-
casters currently pose another risk to our business. ARD
in particular has intruded into the business sphere of the
private-sector press and distorted the competition envi-
ronment with a text-oriented news app for Tagesschau
financed by license fees. Faced with competition from this
cleverly designed “free offer”, it is naturally hard for pub-
lishing companies to successfully offer paid apps.
After conducting fruitless negotiations with ARD and NDR,
Axel Springer SE and seven other publishing companies,
with the full support of the newspaper publishers’ associ-
ation BDZV, filed a lawsuit against ARD and NDR in the
Competition Division of the Cologne Regional Court. In
September 2012, the court granted the claim in most
respects. The defendants appealed this ruling and pre-
vailed in the appellate instance before the Cologne Higher
Regional Court. The plaintiffs have lodged an appeal
against this ruling before the Federal Supreme Court.
Concurrently with the court proceeding, the publishing
companies are conducting settlement negotiations with
ARD, with the aim of establishing fundamental playing
rules for the Internet. If no agreement can be reached
and the publishing companies lose the case in the high-
est instance, it will be much more difficult for Axel
Springer to successfully offer paid journalism content in
the fast-growing mobile market.
Our business will continue to be exposed to the compe-
tition-distorting effects of state-owned media and the
regulatory pressure of legislators on all relevant levels of
government, despite the countermeasures we have
taken.
Breaches of confidentiality agreements and violations of
insider trading regulations, as well as the incorrect publi-
cation of data or the non-observance of data privacy
laws, could lead to economic or legal consequences for
Axel Springer. Moreover, the reputation of Axel Springer
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or its brands could be damaged by negative reporting or
social media campaigns on this subject, even if no laws
have been broken.
To minimize such risks, Axel Springer has adopted
various control mechanisms and consultation rules and
initiated extensive training programs, among other
measures. The company intends to intensify such
activities in the future.
IT risks
For Axel Springer, a Group with an increasingly high
degree of digitization, there are numerous important risks
for the Group regarding the availability of IT systems used,
as well as the confidentiality and integrity of information.
Due to the high degree of integration of information
technology within business processes, Axel Springer is
reliant on high availability of IT components. Failure of IT
infrastructure components can have considerable influ-
ence on the availability of a business process as well as
the applications that are driven by said processes. Pos-
sible causes of such impairments are internal factors
such as increasing complexity of systems and infrastruc-
ture which has grown over a prolonged period of time,
but also include external factors such as, for example,
computer criminality via DDoS attacks. At worst, these
could cause interruptions in business activities along with
far-reaching consequences regarding revenues and
reputation.
Additional IT risks are classified as important if the confi-
dentiality of information and data integrity is compro-
mised as a consequence. In consideration of the grow-
ing importance of paid content offerings and services
requiring authentication, and the related collection and
storage of personal data, as well as the steadily growing
threat of computer criminality, the careful handling and
protection of the above-mentioned customer data are of
great importance.
For this reason targeted measures have been undertak-
en to avoid or to limit the effects of criminal activities and
the failure of IT components as far as is possible.
Measures such as back-up systems, emergency data
centers, firewalls, use of encryption, identity & access
management, and hardening of systems are used to
reduce risk. The stated measures are continuously ana-
lyzed and expanded or improved where necessary.
Reputation risks
As an internationally active and expanding enterprise,
Axel Springer has adopted a catalog of social standards
known as the International Social Policy, as a binding
guideline for social integrity, applicable to all our compa-
nies throughout the world. Non-observance of the Inter-
national Social Policy, especially in connection with the
procurement of advertisements and product giveaways,
as well as merchandising or the sale of title licenses,
could potentially cause serious damage to the compa-
ny’s reputation.
One step that Axel Springer has taken to mitigate such
risks has been to integrate the International Social Policy
into the Group-wide Code of Conduct. In addition, all
relevant corporate guidelines, particularly those applica-
ble to procurement activities, contain a binding reference
to the procurement-relevant standards of the Interna-
tional Social Policy. The Axel Springer Group has institut-
ed a sustainability management program that meets
international standards. The overly late detection of pos-
sible ecological or social conflicts relative to the pro-
curement of resources along the value chain of wood,
pulp, paper, and recycled materials could harm the
Group’s reputation. To minimize this risk effectively, we
work closely together with experts in the wood, pulp,
and paper industry and with environmental protection
organizations. We also conduct monitoring measures
across the value chain. Our internal and external com-
munications on this subject are characterized by open-
ness and transparency.
Strategic and other risks
Strategic risks arise primarily from the possibility that the
Group would invest in new business models and seg-
ments that would unexpectedly prove not to be success-
ful on a sustainable basis or would be forced out of the
market by newer Internet business models, or that future
profits could be sharply reduced by rising customer
retention costs. This could lead to negative financial
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results, possibly resulting in the insolvency of a subsidi-
ary in the worst case. The consequence of this could be
unscheduled impairment losses when permanent im-
pairment is expected in the context of the impairment
test which is to be carried out. This risk could materialize
in our activities in the Marketing Models, Classified Ad
Models, and Paid Models operating segments.
By virtue of the high degree of internationalization of Ringier
Axel Springer Media AG, the relevant market risks are
distributed over various countries, although that also gives
rise to heightened foreign exchange risks (EUR, CHF,
eastern European currencies). When required these foreign
exchange risks have been countered by means of appro-
priate hedging activities.
In general, the business segments and models of our
interests are, however, extremely heterogeneous, such
that cluster risks are limited by means of diversification.
Such risks are further diversified by means of preventa-
tive measures such as the clear investment criteria, in
accordance with which we check new investments as
part of our M&A activities, as well as active portfolio and
investment management, the recruitment and retention
of highly qualified managers, and the continuous moni-
toring of business and market developments.
Furthermore, we try to counter the stated strategic risks
by constant innovation. Despite the partial use of paid
content, the reach of BILD.de could generally be main-
tained at an extremely high level. Besides generating
advertising and circulation revenues, paid content mod-
els support the strategy of building a sustainable sub-
scriber base for paid digital journalism. In addition, Axel
Springer continues to rigorously pursue a strategy of
profitable growth, primarily in the area of digital business
models. The online classified advertising business, and
Ringier Axel Springer Media AG, founded as a joint ven-
ture with Ringier AG, form a key component in digitiza-
tion and also internationalization.
Ringier Axel Springer Media and its subsidiaries are mainly
exposed to market and financial risks. Declining circulation
numbers, which in return reduce circulation revenues and
potentially also advertising revenues in the medium term,
represent a significant market risk. Above all, the advertis-
ing market in eastern Europe is exposed to significant
market risks related to the structural shift from print to
online. We rigorously manage market risks by marketing
the combined and expanded product portfolio, with the
objective of being able to offer even better, tailored solu-
tions to customers in the market.
With regard to our investment in Do⁄an TV Holding A.S.,
the potential risk of financial loss – associated with the
risk of depreciation of the investment – arising from the
existing contractual agreement regarding the sale, are
fully hedged by bank guarantees.
In the previous reporting year Axel Springer has issued
loans to business partners as part of the transaction with
FUNKE Mediengruppe. The risk of default on loan claims
is countered by gathering information on the economic
and financial situation of the business partner, along with
corresponding analysis and preparation of such data. We
are able to quickly recognize default risks using this meth-
od. In addition, these business partners have granted us
secondary security to their assets.
The loss of major clients, especially in the advertising
sector, and the dependency of economic changes within
the retail sector could have a negative impact on the
business success of the Group and its activities. Howev-
er, this risk is countered by customer retention measures
as well as wide-ranging discussions with our clients and
agency partners.
In the area of distribution, the sale of our women’s mag-
azines, TV program guides, and regional titles to FUNKE
Mediengruppe (see page 26), and the associated drop in
sales volumes and various economies of scale, entail the
risk of cost increases. Since May 2014, there is a circula-
tion cooperation with FUNKE Mediengruppe to handle
distribution activities, which is meant to counter these
cost increases in the area of retail sales.
A loss or termination of existing business partnerships of
strategic importance, especially in the reach-based sector,
would have considerable losses in revenue as a conse-
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quence. This risk is countered by active support of key
customers.
The marked increase in the threat of terrorism is coun-
tered, amongst other things, with enhanced security
standards, more stringent access regulations and con-
trols, and comprehensive education and training of all
security representatives.
Natural hazards such as fires, for example, still represent
significant risks for Axel Springer. We counter these risks
in two ways: First, we take structural and organizational
measures to raise the Group’s security standards even
further, and second, we have maintained insurance to
mitigate all financial consequences of terrorism.
Personnel risks
The individual skills, professional competence, and
commitment of our employees contribute greatly to the
success of the Axel Springer Group. As a consequence,
the loss of specialist staff and management is a signifi-
cant risk which we actively look to counter. A primary
focus of human resource management is the targeted,
progressive development of employees and motivation
with the aid of focused and continuous training, attrac-
tive bonus schemes, flexible working time models and a
better work/life balance. Age-related employee turnover
is also acted upon at an early stage with systematic
succession planning, ensuring that the transfer of valua-
ble knowledge and experience takes place.
In addition, the increasingly difficult situation regarding
the recruitment of possible junior staff also represents an
ever-increasing risk. It is increasingly difficult to recruit
qualified staff, and this is a result of demographic change,
and also a matter of increasing competition on the hu-
man resources market. This risk, which is monitored
from a Group standpoint, is countered with an employer
marketing campaign which was started in 2011 and
revised in 2014. The initiative aims to differentiate signifi-
cantly from other companies, and portrays Axel Springer
as an innovative, modern employer.
Financial risks and risks associated with the use of
financial instruments
The financial risks especially relevant to the Axel Springer
Group are interest rate risks and currency risks. Interest
rate risks arise primarily from financial assets or liabilities
with variable interest rates. Currency risks arise from
expenses, revenues, investment income and expenses,
and receivables and liabilities denominated in foreign
currencies (transaction risk).
The risk of changing interest rates inherent in variable-
interest assets or liabilities is minimized through the use
of interest rate derivatives. Interest rate risks were coun-
tered by the agreement of fixed interest tranches for
promissory note proceeds in 2012 as well as the partial
cancellation, conversion, and subscription of the existing
Schuldschein (promissory notes) in 2014.
The risk of value changes arising from exchange rate
fluctuations are avoided primarily in that operating costs
are incurred in the same countries in which we sell our
products and services. Residual currency risks arising
from cash flows denominated in foreign currencies are
immaterial because we generate most of our earnings in
the euro zone. Currency risks inherent in receivables and
liabilities denominated in foreign currencies (excluding
contingent purchase price liabilities) with net exposures
of € 5 million or more per foreign currency are usually
hedged by means of maturity-matched forward ex-
change deals.
Local-currency cash flows generated in non-euro zone
countries are either reinvested to expand local business
operations, or invested with Axel Springer SE and
hedged by means of forward exchange deals or distrib-
uted in the form of dividends. Therefore, the liquidity risk
arising from exchange rate changes affecting cash flows
denominated in foreign currencies is limited.
Currency effects arising from the translation of financial
statements denominated in foreign currencies (currency
translation risk) are recognized directly in the equity item
of other comprehensive income. Therefore, Axel Springer
does not hedge such currency effects.
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Significant financing risks resulting from the uncertain
outlook for the financial sector are not evident for the
Axel Springer Group at the present time because the
credit line in the amount of € 0.9 billion (through 2017)
obtained for liquidity assurance purposes has been
committed by the participating banks with binding effect.
The credit facility is contingent upon the observance of
covenants that are based primarily on a certain ratio of
net debt to the earnings indicators of the Axel Springer
Group. Even if the credit facility were to be drawn down in
full, we do not expect to breach any of the agreed cove-
nants and therefore we consider the risk of acceleration
of borrowed amounts to be minor. Based on our continu-
ous observation of the money markets, capital markets,
and credit markets, we have concluded that companies
with outstanding creditworthiness and strong reputations
can always raise funding at favorable conditions. Fur-
thermore, Axel Springer can generate liquidity reliably,
thanks to its broadly diversified customer base and the
absence of significant payment delays and defaults.
Surplus cash not needed for operations is invested on
the basis of criteria set out in a corporate guideline,
which sets loss limits that may not be exceeded, as a
means (among others) of limiting risks.
The risks arising from financial instruments and hedging
activities are discussed in detail in Section (34) of the
notes to the consolidated financial statements.
Overall risk assessment
In the preceding sections, we reported on significant
individual risks.
The overall risk situation of the Axel Springer Group is
composed of the individual risks in all risk categories of
the consolidated subsidiaries and corporate divisions. In
consideration of the interdependency of individual risks,
no individual risks that could endanger the continued
operation of the Axel Springer Group or significantly
influence the Group’s financial position, financial perfor-
mance, and liquidity can be discerned, unless the econ-
omy within our markets were to worsen dramatically,
leading to a significant deterioration of the Group’s mar-
ket position and financial performance. Furthermore, risk
concentrations are being incrementally reduced by
means of increasing diversification, internationalization,
optimization of the brand and product portfolio, and
digitization. The overall risk position has increased com-
pared to the prior year due to, amongst other things, the
additional acquisitions within the digital business models
segment carried out in the course of the year, as well as
the loans issued in connection with the transformation of
the company.
Opportunities
Market opportunities
If the economy within our markets - as is currently fore-
cast by leading economic institutes despite geopolitical
tensions - continues to stabilize, then this could have a
positive effect on our revenue development. Even a
negative development of the overall economy could
create opportunities. For example, competitors could pull
out of the market, thereby strengthening our own market
position on a long-term basis. Furthermore, there may be
the option of acquiring companies at low valuations, then
subsequently expanding their market share in existing
markets and investing in new markets with growth po-
tential.
Political opportunities
The ancillary copyright for news publishers that took
effect on August 2013 can be expected to strengthen
the protection of intellectual property rights in Germany.
Strategic opportunities
In a constantly changing environment we continue to
develop our company so that we are able to face global
challenges in the future with innovative solutions.
The digitization strategy offers especially promising oppor-
tunities for generating additional revenues via the positive
development of revenues in the online advertising market.
Axel Springer is taking advantage of this market trend
through the swift and consistent combination of diverse
media channels (print, TV, and online offerings), by invest-
ing in companies, entering into cooperation agreements
and partnerships, and continually expanding its existing
and newly acquired activities. N24 plays a major role in
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linking print, TV, and online offerings by means of: a joint
editorial team will deliver the most comprehensive multi-
media coverage in the German media landscape, span-
ning digital, print, video, and live TV, with an emphasis on
quality journalism as the hallmark in all media channels. By
this means, we will continuously draw closer to the goal of
becoming the leading digital publisher.
In addition, the Group invested heavily in expanding Paid
Models in the Internet and expanded its digital portfolio
through additional acquisitions of Marketing and Classi-
fied Ad Models.
All divisions and companies work on continuous improve-
ment of technologies and processes in order to maintain
and expand their market position in the face of competi-
tion. This also includes an intensive, Group-wide exchange
and transfer of business models, technologies, and pro-
cesses. It is assumed that this exchange at the company
headquarters in Berlin will be made simpler and also inten-
sified due to spatial proximity in the planned Axel Springer
Campus.
On the one hand, acquisition of equity stakes in attractive
companies with digital business models in early stage and
growth phases in their lifecycle provides us with the option
of establishing contacts within the industry and to other
founders and investors, and also grants access to new
ideas and business models. On the other hand, we also
obtain access to co-investments, which could remain
open, if necessary, for subsequent acquisition of a majority
stake. In the event of substantial development of the as-
sociate companies, we can also profit from a significant
appreciation in value.
We also see opportunities in the internationalization of
successful business models. For example, introduction of
the kaufDA business model into the USA offers consider-
able potential. We have an advantage over our competi-
tors in that we have already attained strong market posi-
tions in many countries, and, indeed, leading positions.
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Forecast report
Forecast report
The ifo Institute expects the upward trend of prices to
weaken further. According to the forecast, consumer
prices should rise in 2015 only by 0.8 % overall. The
working population will increase by an average of
190,000 people. The unemployment rate should fall
slightly to 6.6 %.
The ifo Institute anticipates a slight deceleration in eco-
nomic growth for central and eastern Europe. Eco-
nomic weakness in the euro zone puts a strain on the
exports sector. The fall in unemployment and low infla-
tion rates should also continue to support the purchasing
power of consumers. Furthermore, an easing of the
government's austerity drive is expected.
Anticipated Economic Development1) (Selection)
Change in gross domestic product
compared to prior year (real)
Germany
United Kingdom
France
Poland
Switzerland2)
Hungary
Belgium
Slovakia
Netherlands
Serbia2)
Austria
Ireland
Italy
Spain
USA
Russia
Israel2)
Brazil2)
China
1) Source: ifo Institut, December 2014.
2) Source: IMF, October 2014.
2015
1.5 %
2.6 %
0.4 %
3.0 %
1.6 %
2.5 %
0.8 %
2.0 %
1.1 %
1.0 %
0.9 %
2.5 %
– 0.2 %
2.0 %
3.3 %
0.0 %
2.8 %
1.4 %
7.1 %
Anticipated economic environment
General economic environment
Despite the momentum caused by the low oil price, the
International Monetary Fund (IMF) lowered its growth
forecast for the world economy in January 2015. The
reason for this is the weak outlook for China, Russia,
Japan and the euro zone.
According to the forecast, the world economy will ex-
pand in 2015 by 3.5 % in real terms. The IMF expects
growth of 3.6 % for the USA in real terms. Lower energy
costs are expected to lead to a considerable increase in
consumer spending here. The IMF has slightly lowered
its expectations for China and expects the Chinese
economy to increase by 6.8 % in real terms during 2015.
The IMF expects an increase in Gross Domestic Product
of only 1.2 % for the euro area in real terms during 2015.
Clearance of the Swiss franc exchange rate is not as-
sessed by the IMF. The major Swiss bank UBS has
already altered its growth forecast for 2015 from 1.8 % to
0.5 %.
According to a forecast from the ifo Institute, the German
economy will gradually become more dynamic after a
period of stagnation in the summer half-year of 2014.
Gross Domestic Product is expected to increase by 1.5 %
in real terms during 2015.
The recovery is mainly driven by the domestic economy,
which has profited from the drop in crude oil prices. In
2015, capital expenditures in new systems must grow by
2.0 % in real terms, as the increasing load on production
capacity means that investments in new capacity are
necessary. Construction investments will also rise by 1.7 %
in real terms. With increasing real income, private con-
sumption is also expected to expand by 1.7 %. According
to the ifo Institute exports will increase by 5.2 % as the
world economy is growing and price competitiveness of
the German export economy to third markets increased
due to the euro's fall against the US dollar. In conjunction
with the expected improvement of the domestic economy,
imports should rise even faster, by 5.8 %.
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Forecast report
Industry environment
According to the current advertising market forecast by
ZenithOptimedia an increase of 4.9 % is expected for
2015 worldwide (nominally). ZenithOptimedia therefore
corrected its forecast of + 5.3 % from September 2014
downwards.
Currently available forecasts for the German advertising
industry predict mixed developments for the different
types of media. ZenithOptimedia expects net advertising
market revenue in Germany to increase by 1.3 % during
2015 (nominal). Thus, the total advertising market will not
grow as fast as the general economy, which is expected
to expand at a nominal rate of 2.8 % (+ 1.5 % in real
terms). This growth will be driven by digital (+ 7.1 %) and
TV advertising (+ 2.8 %), outdoor advertising (+ 2.5 %)
and radio advertising (+ 1.6 %). ZenithOptimedia is pre-
dicting a drop in net advertising revenues for newspa-
pers (– 4.1 %) and magazines (– 1.1 %).
The forecast data also reflects the structural shift of
advertising expenditures in favor of digital platforms. The
proportion of total advertising expenditures targeted to
online and mobile platforms will rise further.
According to ZenithOptimedia, social media and mobile
devices are current drivers of the advertising market. Due
to the continued spread of mobile devices, improvements
in advertising forms and variety, and technical innovations
in controlling multi-device campaigns, considerable growth
in advertising expenditure is expected.
The German Advertising Association (ZAW) assumes in
its forecast for 2015 that the advertising industry can
generally pick up momentum with the outlook of an
increase of real consumer spending by consumers.
"Stable at least, with opportunities for more" was the
summary of the industry by ZAW when looking at the
2015 advertising year.
ZenithOptimedia’s forecast (as of December 2014) for
the international markets in which Axel Springer con-
ducts business through its own subsidiaries paints a
mixed picture.
According to the forecast by ZenithOptimedia in 2015,
the net advertising volume on the online market in west-
ern Europe will increase by 11.4 % to US-$ 34.9 billion,
based on the assumption of consistent exchange rates.
The growth rates in eastern European markets are signif-
icantly higher in some cases.
Anticipated Advertising Activity 2015 (Selection)
Change in net ad revenues compared
to prior year (nominal)
Germany
United Kingdom
France1)
Poland1)
Switzerland2)
Hungary
Belgium2)
Slovakia1)
Netherlands
Serbia1)
Austria1)
Ireland
Italy1)
Spain1)
USA
Russia
Israel
Brazil
Online
Print
7.1 %
– 3.0 %
16.8 %
– 5.8 %
3.8 %
– 6.4 %
11.8 %
– 16.7 %
14.2 %
– 5.2 %
7.0 %
15.0 %
1.0 %
1.4 %
33.3 %
– 4.4 %
7.0 %
– 3.5 %
16.5 %
– 2.6 %
15.3 %
– 4.9 %
14.9 %
– 5.0 %
7.0 %
– 3.9 %
10.0 %
0.0 %
18.2 %
– 5.2 %
10.0 %
– 10.0 %
3.3 %
– 0.7 %
25.0 %
– 1.2 %
Source: ZenithOptimedia, Advertising Expenditure Forecast (December) 2014
1) Excluding classified ads
2) Gross advertising revenues (excluding classified ads). Gross advertising revenues
do not adequately reflect the true development of advertising revenues.
57
Annual Report 2014
Axel Springer SE
Combined Management Report
Forecast report
For the Paid Models and Classified Ad Models segments
an update of the forecast has been carried out during the
year. In the case of Classified Ad Models growth expec-
tations were adjusted upwards in August with the publi-
cation of the semi-annual report due to acquisition ef-
fects and slightly stronger organic growth. We expect a
fall in EDITDA in the low double-digit percentage range
due to planned investments into product quality and also
into digitization. From then on a noticeable increase in
revenues and EBITDA has been expected. Within the
Paid Models segment the forecast was adjusted follow-
ing the publication of the nine-month report in November
for the development of advertising revenues from an
increase to stable development over the course of the
year. Accordingly, and also due to higher than expected
restructuring expenses, the EBITDA of paid models has
been expected to show a decline in the low to mid single-
digit range. EBITDA of Marketing Models has developed
slightly better than expected. In the Services/Holding
segment revenue development has been better than
expected, whilst EBITDA remained below expectations
mainly due to restructuring expenses being higher than
expected.
Anticipated business developments and financial
performance of the Group
We anticipate in the Group that total revenues will be
higher for the 2015 financial year than the prior-year
figure by an amount in the low to mid single-digit per-
centage range. We assume that the planned increase in
advertising revenues will more than compensate for the
decline in circulation revenues and other revenues.
We expect EBITDA to rise by an amount in the high
single-digit percentage range. In this case, a rise in
EBITDA within the Classified Ad Models and Ser-
vices/Holding is expected, whilst the Paid Models and
the Marketing Models should achieve an EBITDA that is
below that of the level of the previous year.
For EBIT we expect developments to be similar to those
for EBITDA.
Group
Strategic and organizational orientation
The highest strategic priority for Axel Springer is to pursue
the consistent digitization of our business. We aim to
attain the goal of becoming the leading digital publisher by
further developing our digital offerings in Germany and
abroad, and by making targeted acquisitions.
Comparison of forecast with actual performance
The forecast targets published in March 2014 were
essentially attained.
Group
Revenues
EBITDA
Forecast
mid single-digit percentage
increase
low double-digit percentage
increase
Earnings per share,
adjusted
low double-digit percentage
increase
2014
8.4 %
11.6 %
11.2 %
Forecast
2014
Segments
Revenues
Paid Models
Marketing Models
Classified Ad Models
Services/Holding
EBITDA
Paid Models
low single-digit percentage
increase
low double-digit percentage
increase
low double-digit percentage
increase
mid single-digit percentage
decline
low to mid single-digit
percentage increase
2.6 %
10.8 %
27.2 %
6.1 %
– 2.4 %
6.0 %
35.2 %
Marketing Models
stable
Classified Ad Models
low double-digit percentage
increase
Services/Holding
significant improvement
– 8.3 %
58
Annual Report 2014
Axel Springer SE
Combined Management Report
Forecast report
For the adjusted earnings per share we expect, due
to a lower proportion of the adjusted consolidated net
income that is due for minorities, an increase in the low
double-digit percentage range compared to the prior-
year figure.
Anticipated business developments and financial
performance of the segments
In the Paid Models segment we expect a decline in total
revenues in the low single-digit percentage range for the
2015 financial year. Due to structural shifts in the national
and international print business we expect declining
advertising and circulation revenues. We expect an in-
crease in other revenues. We expect a decline in EDITDA
in the low double-digit percentage range due to planned
investments into product quality and also into digitization.
We expect the total revenues of the Marketing Models
segment to increase by an amount in the low to mid
single-digit percentage range, mainly based on the antic-
ipated growth of other revenues. We also expect EBITDA
to fall below the level of the previous year in a mid to high
single-digit percentage range due to, amongst other
things, planned structural adjustments within perfor-
mance marketing, planned expenditure for increasing
competitiveness, and internationalization of digital busi-
ness models within the field of reach marketing.
The revenues of the Classified Ad Models segment are
expected to rise considerably due to organic growth and
consolidation effects. A marked increase is also ex-
pected for EBITDA.
Due to falling print revenues and lower revenues from
services in connection with the sale of activities to FUNKE
Mediengruppe we expect a considerable fall in revenues
for the Services/Holding segment, which should result
in considerably improved EBITDA figures due to lower
expenses for structural adjustments and positive special
items such as further payments as a result of the insol-
vency proceedings against the Kirch Group.
For EBIT we expect developments to be similar to those
for EBITDA.
Anticipated liquidity and financial position
Based on the capital expenditure projects planned to
date, investments in property, plant, and equipment, and
intangible assets are likely to be higher than the corre-
sponding prior-year figure with regards to the liquidity
and financial position. Financing will be provided by
operating cash flow.
Dividend policy
Subject to the condition of sound financial performance
in the future, Axel Springer will pursue a dividend policy
of stable or slightly increased dividend distribution, while
also allowing for the financing of growth.
Anticipated development of the workforce
The average full-year number of employees in 2015 will
be higher than in 2014, mainly due to organic growth
and acquisitions in connection with the digital transfor-
mation of the Group’s business.
Planning assumptions
We plan the future development of the financial perfor-
mance, liquidity, and financial position on the basis of
assumptions that are plausible and sufficiently probable
from today’s perspective. However, actual developments
could possibly be much different from the assumptions
applied and thus from the business plans and trend
forecasts prepared on the basis of those assumptions.
The forecasts for EBITDA, EBIT, and the adjusted earn-
ings per share do not reflect any possible effects result-
ing from possible future acquisitions, divestitures, and
capital measures as well as from unplanned restructur-
ing expenses. Possible effects from the planned combi-
nation of the Immonet and Immowelt real estate portals
into a joint venture have not been taken into account in
the forecast
EBITDA, EBIT, and the adjusted earnings per share do
not contain any non-recurring effects, any write-downs
from purchase price allocations, nor any associated tax
effects. Non-recurring effects are defined as effects
resulting from the acquisition and sale of subsidiaries,
divisions, and equity investments, as well as write-downs
and write-ups of equity investments, effects resulting
59
Annual Report 2014
Axel Springer SE
Combined Management Report
Forecast report
from the sale of real estate, impairments, and write-ups
of real estate used for operational purposes. Purchase
price allocation write-downs include the expenses of
amortization, depreciation, and impairments of intangible
assets, and property, plant, and equipment acquired in
connection with the acquisition of companies and
business divisions.
We consider EBITDA, EBIT, and adjusted earnings per
share to be suitable indicators for measuring the opera-
tional profitability of Axel Springer, because these indica-
tors ignore effects that do not reflect the fundamental
business performance of Axel Springer.
EBITDA, EBIT, and adjusted earnings per share are not
defined under International Financial Reporting Stand-
ards and should therefore be regarded as supplementary
information.
60
Annual Report 2014
Axel Springer SE
Combined Management Report
Disclosures and explanatory report of the Executive
Board pursuant to takeover law
Disclosures and explanatory report of the
Executive Board pursuant to takeover law
This section contains the disclosures pursuant to Sec-
tions 289 (4), 315 (4) HGB, along with the explanatory
report of the Executive Board pursuant to Section 176 (1)
(1) AktG.
Composition of subscribed capital
The company’s subscribed capital amounts to
€ 98,940,000. It is divided into 98,940,000 registered
shares. The shares can only be transferred with the
company’s consent (registered shares of restricted
transferability, see below). The company has only one
class of shares.
All shares carry the same rights and obligations. Each
share grants the right to cast one vote in the annual
shareholders’ meeting and represents the basis for de-
termining the shareholder’s entitlement to the company’s
net profit. By way of exception, treasury shares do not
confer any rights to the company (cf. Section 71b AktG).
(Please refer to page 64 for information on the company’s
treasury shares.)
Restrictions on voting rights or the
transfer of shares
Transfer restrictions
By virtue of Article 5 para. 3 of the company’s Articles of
Incorporation, shares of Axel Springer SE and subscrip-
tion rights can be transferred only with the company’s
consent. Such consent must be granted by the Executive
Board, although internally, it is the Supervisory Board that
adopts the resolution to grant such consent. According to
the company’s Articles of Incorporation, such consent
can be refused without indication of reasons. However,
the company will not arbitrarily refuse its consent to the
transfer of company shares.
To the company’s knowledge, transfer restrictions based
on the German law of obligations (Schuldrecht) exist by
virtue of the following agreements:
A share transfer restriction agreement was concluded
between Dr. Mathias Döpfner, Brilliant 310. GmbH,
Axel Springer SE, and M.M. Warburg & Co. KGaA on
July 31 / August 4, 2006. Under this share transfer
restriction agreement, the direct and indirect purchase
or disposal of the shares of Axel Springer AG by Brilliant
310. GmbH or Dr. Mathias Döpfner are made contin-
gent on the prior consent of Axel Springer SE, in ac-
cordance with the company’s Articles of Incorporation.
By virtue of a declaration dated August 14, 2012,
Dr. Mathias Döpfner acceded to a pool agreement
(“pool agreement”) concluded between Dr. h. c. Friede
Springer and Friede Springer GmbH & Co. KG, in re-
spect of the 1,978,800 shares of Axel Springer SE
that were given to him as a present by Dr. h. c. Friede
Springer on the same date. In total, the pool agree-
ment covers 52,826,967 voting shares of Axel
Springer SE (“pool-bound shares”). Under the terms
of the pool agreement, a pool member who wishes to
transfer his pool-bound shares to a third party must
first offer these shares for purchase by the other pool
members (purchase right). The purchase right expires
two weeks after the purchase offer. The purchase
right does not apply in the case of transfers to certain
persons who are related to the pool member.
Other transfer restrictions based on the German law of
obligations exist in connection with the share ownership
programs conducted in the 2012 and 2013 financial
years, as well as the current financial year, for the em-
ployees of the Axel Springer Group. In general the shares
acquired as part of the share ownership program in 2012,
2013, and 2014 are subject to a minimum holding period
of four years (i.e. until May 31, 2016, May 31, 2017, and
May 31, 2018). During the minimum holding period,
employee shares are held in a blocked account with
Deutsche Bank AG. The above-mentioned holding peri-
ods for the Share Ownership Programs 2012 and 2013
have been waived for those employees who have been
transferred to FUNKE Mediengruppe when the sale of
Axel Springer’s regional newspapers, TV program guides,
and women’s magazines to that company was finalized.
The employees that were transferred to FUNKE Medien-
gruppe no longer took part in the 2014 share ownership
program as on the relevant reporting date, May 16, 2014,
the transfer was already finalized and therefore the con-
ditions for participation were not satisfied.
61
Annual Report 2014
Axel Springer SE
Combined Management Report
Disclosures and explanatory report of the Executive
Board pursuant to takeover law
The minimum holding periods for shares issued under
share ownership programs in earlier years have already
expired.
Shareholdings that represent more than
10 % of voting rights
In connection with the Virtual Stock Option Plan 2011
and 2014 for senior executives, the beneficiaries are
required to personally invest in shares of Axel Springer
SE. These shares are not subject to any restrictions on
disposal, but any disposition of these shares would
cause the corresponding virtual stock option rights to
lapse without replacement or compensation (see page
76 for information on the virtual stock option plan 2011
and 2014 for senior executives).
The same applies to the virtual stock option plans 2009,
2012, and 2014 for members of the Executive Board
(see page 74 for information on the virtual stock option
plans 2009, 2012, and 2014 for Executive Board members).
Voting right restrictions
Under the above-mentioned pool agreement between
Dr. Mathias Döpfner, Dr. h. c. Friede Springer, and Friede
Springer GmbH & Co. KG, the voting rights and other
rights attached to the pool-bound shares are to be exer-
cised in the annual shareholders’ meeting of Axel Springer
SE in accordance with the corresponding resolutions of
the pool members, regardless of whether and how the
respective pool member voted on the resolution of the
pool. The voting rights of pool members in the meeting of
pool members are based on their voting rights in the an-
nual shareholders’ meeting of Axel Springer SE, depend-
ing on the number of pool-bound voting shares held. To
the extent that Friede Springer GmbH & Co. KG indirectly
holds shares in Axel Springer SE, its voting rights are
based on the imputed number of pool-bound voting
shares indirectly held by Friede Springer GmbH & Co. KG.
At the end of financial year 2014, the following direct and
indirect shareholdings in the equity of Axel Springer SE
represented more than 10 % of voting rights in the com-
pany: Axel Springer Gesellschaft für Publizistik GmbH &
Co, Berlin, Germany (direct), AS Publizistik GmbH, Berlin,
Germany (indirect), Friede Springer GmbH & Co. KG,
Berlin, Germany (indirect), Friede Springer Verwaltungs-
GmbH, Berlin, Germany (indirect), Dr. h. c. Friede
Springer, Berlin, Germany (indirect), and Dr. Mathias
Döpfner, Potsdam, Germany (indirect).
Information on the amounts of the above-mentioned
shareholdings may be found in the disclosures pertain-
ing to voting rights notifications in the notes to the
2014 financial statements of Axel Springer SE,
www.axelspringer.com/financialpublications, and in the
section entitled “Voting rights notifications” of the com-
pany’s website at www.axelspringer.com/votingrights.
Shares endowed with special rights that
confer powers of control
There are no shares endowed with special rights that
confer powers of control.
Manner of exercising voting rights when
employees hold shares in the company’s
capital and do not directly exercise their
rights of control
In connection with the bonus share and share ownership
program for employees conducted in 2009 and the
share ownership programs for the years 2011, 2012,
2013, and 2014, Deutsche Bank AG was initially entered
into the share register as the third-party holder of the
shares transferred to the employees. However, each
employee is free to be registered personally as a share-
holder in the share register.
62
Annual Report 2014
Axel Springer SE
Combined Management Report
Disclosures and explanatory report of the Executive
Board pursuant to takeover law
Statutory provisions and provisions of
the Articles of Incorporation pertaining
to the appointment and dismissal of
Executive Board members and
amendments to the Articles of
Incorporation
The company’s Articles of Incorporation provide that the
Executive Board of Axel Springer SE must be composed
of at least two persons. The Supervisory Board decides
on the number of Executive Board members, and on the
appointment and dismissal of Executive Board members.
According to Article 46 para. 1 of the EU Regulation on
European Companies (SE-VO), the maximum term of
office for members of the Executive Board of a European
company (Societas Europaea, SE) is six years; in the
present instance, this maximum term is shortened to five
years by virtue of Article 8 para. 2 sub-para. 1 of the
Articles of Incorporation of Axel Springer SE – corre-
sponding to the previous maximum term pursuant to
Section 84 (1) (1) of the German Stock Corporations Act
(AktG). The term of office can be renewed or extended
for a period of no more than five years thereafter (for
details, see Article 8 para. 2 of the company’s Articles of
Incorporation; Article 46 para. 1 and para. 2 SE-VO). If
more than one person has been appointed to the Execu-
tive Board, the Supervisory Board is authorized to ap-
point one of those members as the Chairman (Article 8
para. 3 sub-para. 2 of the Articles of Incorporation of
Axel Springer SE). If a required Executive Board member
is lacking, the court is authorized, in urgent cases, to
appoint the necessary member at the request of one
involved party (Article 9 para. 1 letter c). ii) SE-VO in
conjunction with Section 85 (1) (1) AktG). The Superviso-
ry Board is authorized to revoke the appointment of an
Executive Board member and the Executive Board
Chairman for an important reason (for details, see Article
39 para. 2 sub-para. 1, Article 9 para. 1 letter c). ii) SE-
VO, Section 84 (3) (1) and (2) AktG).
Insofar as obligatory laws or provisions of the Articles of
Incorporation do not require a greater majority, amend-
ments to the company’s Articles of Incorporation require
a resolution of the annual shareholders’ meeting carried
by a majority of the votes cast, or provided that at least
one half of the company’s share capital is represented,
by a majority (see Article 21 para. 2 sub-para. 2 of the
company’s Articles of Incorporation in conjunction with
Section 51 (1) of the European Company Implementing
Act (SEAG), Article 59 para. 1 and 2 SE-VO); the latter
does not apply to an amendment changing the business
object and purpose of the company, or to a resolution
regarding the relocation of the registered head office of
the SE to another member state pursuant to Article 8
para. 6 SE-VO (see Section 51 (1) SEAG, Article 59
para. 1 and 2 SE-VO). An amendment of the corporate
governance principles set forth in Article 3 of the compa-
ny’s Articles of Incorporation requires a majority equal to
at least four fifths of the votes cast represented in the
adoption of the resolution (see Article 21 para. 3 of the
Articles of Incorporation).
The Supervisory Board is authorized to resolve amend-
ments to the Articles of Incorporation that only involve
changes to the wording (Article 13 of the Articles of
Incorporation).
Authority of the Executive Board to issue
or buy back shares
Axel Springer SE has neither established authorized
capital that would authorize the Executive Board to issue
new shares, nor conditional capital.
By way of a resolution at the annual shareholders' meet-
ing on April 14, 2011 (Agenda Item 7) the Executive
Board was authorized with approval of the Supervisory
Board until April 13, 2016 to acquire treasury shares of
the company up to 10 % of the existing share capital on
adoption of the resolution. In the context of the company
being converted into an SE with effect of December 2,
2013, as a precautionary measure in case non-
registrable resolutions would be held to not remain valid
after the conversion, it was resolved at the annual share-
holders’ meeting of 16 April 2014 to authorize the Com-
pany again to acquire and use treasury shares, with a
prolonged term until April 15, 2019, whilst revoking the
previous authorization. Acquisition must only take place
on the stock exchange or via a public offer directed at all
63
Annual Report 2014
Axel Springer SE
Combined Management Report
Disclosures and explanatory report of the Executive
Board pursuant to takeover law
shareholders or a public invitation to submit an offer to
buy.
Along with the shares held by the company or attribut-
able to the company in accordance with Article 5 SE-VO
in conjunction with Sections 71a ff. AktG, the shares
purchased by virtue of the foregoing authorization may
not at any time exceed 10 % of the company’s capital
stock. Details concerning this authorization are provided
in the invitation to the annual shareholders’ meeting of
April 16, 2014, which is available on the website of Axel
Springer SE (see Agenda Item 8 and the Executive
Board’s report on this subject).
At the end of financial year 2014, the company held no
treasury shares.
Significant agreements of the company
subject to the condition of a change of
control resulting from a takeover offer
With the exception of regulations in the credit facility and
the Schuldschein stated in the following, as well as con-
tractually entitled cancellation rights for part of Executive
Board members in case of a change of control (for more
information see page 64 (right-hand column) and page
75 of this Annual Report, the company has not made
any major agreements that would take effect in the event
of a change of control due to a takeover.
The company placed a Schuldschein with a nominal
volume of € 500,000,000 on the capital market in
April 2012; the financing volume was increased by
€ 137,000,000 for optimizing financing terms in October
2014 by partial cancellation, conversion, and subscrip-
tion of the existing promissory note. The lender can
demand, in the event of a change of control, that the
receivables held can be partially or fully paid back early
within a 90 day period. In September 2012, moreover,
the company took out a new credit facility in the amount
of € 900,000,000 (“credit facility 2012”); also in this case,
the lender is entitled to call in the credit facility within a
notice period of 30 days, in the event of a change of
control.
Aside from specific exceptions that relate to the share-
holders that currently control Axel Springer SE, a change
of control is understood to mean, in the context of the
credit facility 2012 and the promissory note loan, the
acquisition of shares of Axel Springer SE representing
more than 50 % of the capital stock and/or voting rights
by one or more parties acting together.
Indemnification agreements between the
company and Executive Board members
or employees in the event of a change of
control
Some Executive Board members have the right to termi-
nate their employment contracts in the event of a change
in control. A change in control within the meaning of
these contracts would exist if the majority shareholder
Dr. h. c. Friede Springer would cease to hold or control
the majority of shares, indirectly or directly. In such a
case, they will have the right to receive payment of
their base salary for the most recently negotiated remain-
ing contractual term, while some of the eligible Executive
Board members will have the right to receive payment of
an amount equal to at least one year’s base salary. Fur-
thermore, the company will pay the pro-rated percent-
age of the success-based compensation for the period
of time served in the year of resignation. The employ-
ment contracts of the members of the Executive Board
do not provide for any other compensation if the em-
ployment relationship is terminated as a result of a
change in control.
There are no such indemnification agreements with other
employees of the company.
64
Annual Report 2014
Axel Springer SE
Combined Management Report
Corporate Governance Report
Corporate Governance Report
There follows a report by the Executive Board – also on
behalf of the Supervisory Board – on corporate govern-
ance at Axel Springer, in conformity with the recommen-
dation set out in Section 3.10 of the German Corporate
Governance Code (GCGC). This section also contains the
management declaration pursuant to Section 289a of the
German Commercial Code (HGB) and the Compensation
Report.
I. Future-related Section
The Company fulfills the recommendations of the “Ger-
man Corporate Governance Code” (the “Code”) in the
version of June 24, 2014, as published by the German
Federal Ministry of Justice and for Consumer Protection
in the official announcements section of the Federal
Gazette of September 30, 2014, subject to the devia-
tions set out and reasoned below:
Good corporate governance as a guiding
principle
1. Disclosure of the individual Executive Board compen-
sation in tabular form as part of the remuneration report
(Item 4.2.5 sentences 5 und 6 of the Code))
At Axel Springer, sound corporate governance is consid-
ered to be a crucial element of responsible management
and supervision geared to increasing the company’s
value on a sustainable basis. It promotes the trust and
confidence of our national and international investors,
customers, employees, and the public in the manage-
ment and supervision of the company and is therefore an
essential basis for the company’s long-term success.
In this respect, we are guided by the German Corporate
Governance Code (GCGC). We have taken appropriate
measures to implement and ensure compliance with the
recommendations of GCGC. The Corporate Governance
Officer is the Executive Board member in charge of Fi-
nance and Personnel. The implementation of and adher-
ence to the recommendations of GCGC are reviewed
continually.
Management declaration pursuant to
Section 289a HGB
Declaration of Conformity pursuant to Section 161
AktG
The Executive Board and Supervisory Board published
the following Declaration of Conformity on Monday,
November 10, 2014:
“In accordance with Section 161 of the German Stock
Corporation Act ("AktG") the Executive Board and the
Supervisory Board of Axel Springer SE declare the
following:
The disclosure of the Executive Board compensation is
made in accordance with legal requirements taking into
account the so-called “opt-out” resolution of the Share-
holders' Meeting on April 16, 2014. Based on this reso-
lution and in accordance with Section 286 para. 5 sen-
tence 1 and Section 314 para. 2 sentence 2 of the
German Commercial Code, no disclosure of the individ-
ual compensation of the members of the Executive
Board is made in the Company's annual financial and
annual consolidated financial statements for the fiscal
years 2014 through 2018 (included). As long as a re-
spective “opt-out” resolution of the Shareholders' Meet-
ing is effective, the Company will not include in its remu-
neration report the individual information recommended
by Item 4.2.5 sentences 5 and 6 of the Code.
2. Chairman of the Audit Committee (Item 5.3.2 sentence
3 of the Code)
The Audit Committee of the Supervisory Board is chaired
by Mr Lothar Lanz, who is a former member of the Exec-
utive Board of the Company whose appointment ended
less than two years ago.
The Supervisory Board is convinced that Mr Lanz’ long-
standing experience as CFO, his specialist knowledge
and his personality make him an exceptionally suitable
Chairman of the Audit Committee. Therefore, the Super-
visory Board is of the opinion that Mr Lanz should chair
the Audit Committee.
65
Annual Report 2014
Axel Springer SE
Combined Management Report
Corporate Governance Report
3. Disclosure in election recommendations of relations of
candidates for the Supervisory Board with the company,
its corporate bodies and with shareholders holding a
material interest in the company (Item 5.4.1 sentences 6
to 8 of the Code)
of June 10, 2013 subject to the deviations set out and
reasoned above under I. 2, I. 3. and I. 4.1
Period since publication of the new version of the Code
on September 30, 2014:
In its election recommendations to the Shareholders'
Meeting, the Supervisory Board will provide all statutory
information with respect to the members of the Supervi-
sory Board and, where possible, will introduce the candi-
dates in the Shareholders' Meeting. Further, during the
Shareholders' Meeting, shareholders are able to ask
questions with respect to the candidates. The Superviso-
ry Board is of the opinion that this constitutes a solid and
sufficient basis of information for the shareholders’ as-
sessment of the recommendations regarding Supervisory
Board candidates.
4. Individualized disclosure of the remuneration of the
members of the Supervisory Board (Item 5.4.6 sentences
5 and 6 of the Code)
The remuneration granted to the members of the Super-
visory Board as well as the payments made by the Com-
pany to members of the Supervisory Board for personally
provided services are not disclosed in the notes or the
management report in an individualized manner (Item
5.4.6 sentences 5 and 6 of the Code).
The information is not individualized because competitors
of Axel Springer SE do not publish such remuneration
either.
II. Past-related Section
Period between the last declaration of conformity on April
17, 2014, and the publication of the new version of the
Code on September 30, 2014:
During the period between the last declaration of con-
formity on April 17, 2014, and the publication of the new
version of the Code on September 30, 2014, the Com-
pany has fulfilled the Code in the version of May 13, 2013,
as published by the German Federal Ministry of Justice in
the official announcements section of the Federal Gazette
The Company has fulfilled the Code in the version of June
24, 2014, as published by the German Federal Ministry of
Justice and for Consumer Protection in the official an-
nouncements section of the Federal Gazette of Septem-
ber 30, 2014, in the period since the publication of the
new version of the Code subject to the deviations set out
and reasoned above under I. 2, I. 3. and I. 4.1
Berlin, November 10, 2014
Axel Springer SE
The Supervisory Board
The Executive Board"
1) A past-related deviation from the recommendation of the Code mentioned under
I. 1 above does not need to be declared because the corresponding recommen-
dation applies only to remuneration reports for financial years starting after
December 31, 2013.
The Declaration of Conformity for 2013 from November 5,
2013, was previously updated on April 17, 2014. The
update became necessary as a result of election of the
new Supervisory Board in the annual shareholders'
meeting and the concomitant changes in the composi-
tion of the Supervisory Board and its committees.
The Declaration of Conformity from November 10, 2014
can, just like previous versions, also be seen along with
the update of the 2013 Declaration of Conformity from
April 2014 via the link www.axelspringer.com/-
declarationofconformity.
Important management practices
Axel Springer is the only independent media company
that has provided itself with a corporate constitution. This
is anchored in Article 3 (“Principles of Corporate Govern-
ance”) of the company’s Articles of Incorporation and is
thus a guiding principle for all employees. The five princi-
ples formulated therein form the basis for the company’s
journalistic practices. They express fundamental convic-
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tions of corporate social policy, but do not dictate per-
sonal opinions.
Axel Springer has also defined corporate values as the
foundation of its corporate culture, to guide the work of
every employee. They are: creativity as the crucial pre-
requisite for success in journalism and business; entre-
preneurship in the sense of being courageously inventive,
self-reliant and results-oriented, qualities that are ex-
pected of all managers and employees; integrity in all
dealings with the company, readers, customers, em-
ployees, business partners, and shareholders. The man-
agement principles, which are built on company values,
should give management a concrete framework that
creates transparency regarding the requirements and
expectations of management roles.
In addition, Axel Springer had already introduced guide-
lines for ensuring journalistic independence back in 2003.
These guidelines substantiate and expand on the profes-
sional ethics of the press as set out by the German Press
Council in conjunction with the press associations in the
publishing principles (Press Code), and which Axel
Springer voluntarily commits with regard to printed com-
plaints (see Section 16 of the Press Code). They specifi-
cally delineate the boundaries between advertising and
editorial copy, and between the editors’ and reporters’
private and business interests. They also preclude actions
in pursuit of personal advantages and define the compa-
ny’s position with respect to the treatment of news
sources. The guidelines thus represent the framework for
independent and critical journalism in the editorial de-
partments of all media belonging to the Group. The edi-
tors-in-chief are responsible for observing and implement-
ing the guidelines in the company’s day-to-day activities.
In addition, Axel Springer has developed a catalog of
social standards applicable to all the company’s activities.
Known as the International Social Policy, it states the
company’s positions on matters of human rights, adher-
ence to the rule of law, equal opportunities, the protec-
tion of children and young people, the treatment of em-
ployees, health and safety, and the compatibility of work
and family, and other matters.
Furthermore, the company has issued an Environmental
Guideline comprising four points, which serves as a
practical guide to the many environmental protection
measures conducted at Axel Springer.
The management principles and guidelines of Axel
Springer can be found at www.axelspringer.com/-
corporateprinciples.
In addition, Axel Springer maintains a Corporate Govern-
ance, Risk & Compliance department. In this case, this
supports subsidiaries and central divisions in responsibly
handling risks via approaches and requirements,
amongst other things, for a comprehensive risk man-
agement system, an internal control system, and a com-
pliance management system. The division operates,
amongst others, risk management, the internal control
system and the compliance management system. As
described in the Risk Report (see page 45), risk man-
agement and the internal control system seek to identify,
analyze, and report on risks at Axel Springer and to
systematically monitor the measures taken to minimize
risks. At Axel Springer, compliance means the fulfillment
of all laws, regulations, and guidelines, as well as the
commitments undertaken voluntarily. Based on the fore-
going, the goal of compliance management is to institute
structures and processes to ensure that all directors and
employees, and especially senior executives, conduct
themselves in accordance with applicable laws and
regulations. Another goal of compliance management is
to prevent harm to the company’s reputation and finan-
cial condition that could result from violations of laws and
regulations.
As a further step for reinforcing good corporate govern-
ance and establishing a sensible compliance management
system, Axel Springer published a Code of Conduct dur-
ing the 2011 financial year. This summarizes existing cor-
porate principles and values as well as essential Axel
Springer regulations and guidelines, and also specifies
ethical, moral, and legal requirements which should be
adhered to by all employees. The Code of Conduct can
be found at www.axelspringer.de/coc_en.
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Procedures of the Executive Board and Supervisory
Board, and composition of the committees of the
Supervisory Board
Cooperation between the Executive Board and
Supervisory Board
Even after the change of form into a European company
(Societas Europaea, SE), which took effect upon being
entered in the Commercial Register on December 2, 2013,
management and supervision of the company – as was
the case with Axel Springer AG – are effected by means of
a dual board system. The Executive Board manages the
company under its own responsibility. The Supervisory
Board appoints the members of the Executive Board, and
monitors and advises the latter in the conduct of the busi-
ness. The two boards work closely together in an atmos-
phere of trust and confidence to sustainably enhance the
company’s value. The two boards are strictly separated in
terms of personnel and their areas of authority.
Procedures of the Executive Board
In its executive function, the Executive Board is obligated
to pursue the interests of the company and dedicated to
sustainable company development. It develops the stra-
tegic orientation of the company and is responsible for its
implementation in coordination with the Supervisory
Board. The Executive Board manages the company’s
affairs in compliance with the relevant laws, the Articles
of Incorporation, and its rules of procedure.
It provides regular, timely, and comprehensive infor-
mation to the Supervisory Board on all relevant matters
of strategy, planning, business development, risk man-
agement including the risk situation, and the internal
control system and compliance management system. In
accordance with the internal rules of procedure adopted
by the Supervisory Board, important decisions of the
Executive Board require the approval of the Supervisory
Board. Such decisions include, above all, the creation or
discontinuation of business divisions, the acquisition or
sale of significant equity investments, and the adoption
of the company’s annual business and financial plan.
The members of the Executive Board are jointly respon-
sible for the management, work together collegially, and
keep each other informed of important measures and
business transactions in their business divisions. Not-
withstanding the general responsibility of all Executive
Board members, each member of the Executive Board
manages the business division assigned to him, under
his own responsibility, with the exception of those deci-
sions that are incumbent on the full Executive Board.
The Executive Board meets regularly in the form of Ex-
ecutive Board meetings, which are convened and
chaired by the Executive Board Chairman, as a general
rule. Furthermore, every Executive Board member and
the Chairman of the Supervisory Board are entitled to
convene a meeting. As a general rule, the full Executive
Board adopts resolutions by a simple majority of the
votes cast; in the case of resolutions adopted by a sim-
ple majority, the Chairman casts the deciding vote. A
resolution adopted in spite of being opposed by the
Executive Board Chairman is deemed to be invalid, also
subject to the limits of the applicable laws.
The internal rules of procedure adopted by the Supervi-
sory Board for the Executive Board provide more precise
rules, including the following:
The obligation to observe and comply with the corpo-
rate constitution and to anchor it throughout the Group
The executive organization chart and the decisions to
be made by the full Executive Board
The duties of the Chairman of the Executive Board
Transactions that require the approval of the Super-
visory Board
Rules concerning the regular, timely, and comprehen-
sive provision of information to the Supervisory Board
Rules concerning meetings and the adoption of
resolutions
Obligation to disclose conflicts of interest
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With the appointment on January 1, 2014 of Dr. Julian
Deutz to the Executive Board, the departure of Mr. Lo-
thar Lanz as Chief Financial and Chief Operating Officer
on April 16, 2014, and the departure of Mr. Ralph Büchi
as President International which also took place in April,
the Executive Board currently consists of four members:
Dr. Mathias Döpfner, Chairman and Chief Executive
Officer
tional information on the specific activities of the Supervi-
sory Board in financial year 2014.
The internal rules of procedure of the Supervisory Board
comply with the requirements of the German Corporate
Governance Code and contain rules covering the follow-
ing topics, among others:
Election and duties of the Chairman and Vice Chair-
man of the Supervisory Board
Jan Bayer, President BILD and WELT Group
Dr. Julian Deutz, Chief Financial Officer.
Calling of meetings
Dr. Andreas Wiele, President Marketing and Classified
Ad Models
Adoption of resolutions at meetings or by voting by
way of written correspondence, telephone calls, fax,
or electronic media
Procedures of the Supervisory Board
As per the company’s Articles of Incorporation, the Su-
pervisory Board of Axel Springer SE is composed of nine
members, who are elected by the annual shareholders’
meeting. The regular term of office of Supervisory Board
members is five years; they are eligible for re-election at
the end of their terms. The Supervisory Board elects its
Chairman from among its own ranks; the term of office of
the Supervisory Board Chairman is coincident with that
of the Supervisory Board. The Supervisory Board advises
the Executive Board and monitors the work of the Ex-
ecutive Board. It holds at least four meetings a year. In
case of necessity, it meets without the Executive Board
in attendance. Meetings may be held and resolutions
adopted also by way of written correspondence, tele-
phone calls, faxes, or electronic media. As a general rule,
the Supervisory Board adopts resolutions by a simple
majority of the members voting on the resolution; in case
of a tie, the Chairman casts the deciding vote. The Su-
pervisory Board deliberates on the company’s business
developments, planning, strategy, and significant capital
expenditures at regular intervals. The Supervisory Board
adopts the separate financial statements of Axel Springer
SE and approves the consolidated financial statements
of the Group. It regularly assesses the efficiency of its
work by means of a questionnaire. Please refer to the
report of the Supervisory Board (see page 79) for addi-
Supervisory Board committees, including their com-
position, organization, and duties
Obligation to disclose conflicts of interest
After the end of the annual shareholders' meeting, which
took place on April 16, 2014, the Supervisory Board
consists of nine members. The members of the Super-
visory Board are:
Dr. Giuseppe Vita, Chairman
Dr. h. c. Friede Springer, Vice Chairwoman
Oliver Heine
Rudolf Knepper (since April 16, 2014)
Lothar Lanz (since April 16, 2014)
Dr. Nicola Leibinger-Kammüller
Prof. Dr. Wolf Lepenies
Prof. Dr.-Ing. Wolfgang Reitzle (since April 16, 2014)
Martin Varsavsky (since April 16, 2014)
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The term of office of all current Supervisory Board mem-
bers ends at the end of the annual shareholders' meeting
in 2019. Long-term Supervisory Board members Dr.
Gerhard Cromme, Klaus Krone, and Dr. Michael Otto
have stepped down from the Supervisory Board after the
end of the 2014 annual shareholders' meeting.
The requirements for expert knowledge and independ-
ence as defined by Article 100 para 5 AktG (financial
expert) are satisfied amongst others by Dr. Giuseppe Vita,
Chairman of the Supervisory Board, who was also
Chairman of the Audit Committee until the end of the
2014 annual shareholders meeting, and Lothar Lanz,
who has succeeded Dr. Vita as Chairman of the Audit
Committee as of April 16, 2014.
Composition and procedures of committees
The Executive Board has not formed committees.
In accordance with its internal rules of procedure, the
Supervisory Board has formed four committees to sup-
port the work of the full board: the Executive Committee,
the Personnel Committee, the Nominating Committee,
and the Audit Committee. In those matters stipulated in
the internal rules of procedure of the Supervisory Board,
the committees prepare the resolutions to be adopted
and other matters to be addressed by the full board.
Within the limits of applicable laws, the committees also
adopt resolutions in lieu of the full board in those matters
stipulated in the internal rules of procedure of the Super-
visory Board. The internal rules of procedure of the Su-
pervisory Board stipulate the procedures for meetings
and resolutions adopted by the committees and define
their areas of responsibility.
Please refer to the Report of the Supervisory Board (see
page 79) for information on the areas of responsibility
and composition of the committees.
By way of exception to the recommendation set out in
Section 5.2 para 2 GCGC, the Chairman of the Supervi-
sory Board, Dr. Giuseppe Vita, is also the Chairman of
the Audit Committee of the Supervisory Board (see the
stated exception in the Declaration of Conformity of
November 5, 2013) until the end of the annual share-
holders' meeting in 2014. He satisfies the requirements
of expert knowledge and independence within the mean-
ing of Article 9 para 1 letter c) ii) SE-VO in conjunction
with Section 107 paras 4, 100 para 5 AktG (financial
expert), and the requirements of the recommendations in
Section 5.3.2 paras 2 and 3 GCGC. In the constituent
meeting on April 16, 2014 of the newly-elected Supervi-
sory Board which was elected by the annual sharehold-
ers' meeting, Mr. Lothar Lanz was elected as Chairman
of the Audit Committee by way of exception to the rec-
ommendation set out in Section 5.3.2 para 3 sub-para 2
GCGC (see the stated exception in the Declaration of
Conformity of November 5, 2013, which was updated on
April 17, 2014 as well as in the Declaration of Conformity
from November 10, 2014, see page 65). He satisfies the
requirements of expert knowledge and independence in
the sense of Article 9 para 1 letter c) ii) SE-VO in conjunction
with Section 107 paras 4, 100 para 5 AktG (financial
expert), and the requirements of the recommendations
in Section 5.3.2 paras 2 and 3 sub-para 1 GCGC.
Further information on corporate
governance
Goals for the composition of the Supervisory Board
The Supervisory Board of Axel Springer SE has decided
on the following objectives for its composition with re-
spect to Section 5.4.1 GCGC.
The Supervisory Board of Axel Springer SE should be
composed in such a way that its members generally
possess all knowledge, abilities, and professional ex-
perience necessary to properly perform the duties of
the Supervisory Board.
With due consideration given to the company’s busi-
ness object and purpose set forth in the Articles of In-
corporation, the size of the company, and the relative
importance of its international activities, the Supervi-
sory Board will also strive, as a goal for the upcoming
regular elections, to bring about a composition of its
members that is appropriate in view of the following
considerations, in particular:
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At least two seats on the Supervisory Board should
be held by persons who fulfill the criterion of interna-
tionality to a particular degree (for example, by reason
of relevant experience in international business).
Supervisory Board members should not hold any
position on a board or perform any consulting work
for important competitors of the company.
The Supervisory Board should have an adequate
proportion of women. Currently, two of the nine
members (22.2 %) are women; the Supervisory Board
considers this adequate in any event.
In making nominations, due consideration should be
given to the general rule that Supervisory Board
members should not be older than 72 years; the Su-
pervisory Board can approve exceptions to this poli-
cy. Furthermore, the Supervisory Board should ob-
serve the principle that as few members as possible
should be subject to a potential conflict of interest, as
in connection with an advisory role or board seat with
significant customers, suppliers, creditors, or other
significant business partners of Axel Springer. Fur-
thermore, the Supervisory Board should give due
consideration to the principle that its composition
should meet the criterion of diversity.
With respect to its composition, the Supervisory
Board adopted the goal that at least two of its mem-
bers will be independent according to the definition of
the GCGC.
The foregoing principles have already been completely
implemented with the current composition of the Super-
visory Board of Axel Springer SE.
Goals for the composition of the Executive Board
The Supervisory Board has decided on the following
objectives for the composition of the Executive Board of
Axel Springer SE with respect to Section 5.1.2 GCGC.
should strive in particular to give appropriate consid-
eration to women.
The Supervisory Board should work together with the
Executive Board to assure long-term succession
planning.
At the time of being (re-)appointed to the Executive
Board, no member should be older than 62, as a gen-
eral rule; the Supervisory Board can approve excep-
tions to this rule.
In appointing the new Executive Board member
Dr. Julian Deutz as of January 1, 2014, the Supervisory
Board gave due consideration to the principles men-
tioned above and appointed the most qualified candidate,
in its opinion.
Goals concerning the staffing of key functions
In view of the recommendation set out in Section 4.1.5
GCGC, reference is made to the description of personnel
policies designed to assure equal opportunity and diver-
sity on page 38 of the present Annual Report.
Shareholders and annual shareholders’ meeting
The annual shareholders' meeting is the central organ via
which Axel Springer SE shareholders can exercise their
rights and their voting rights. Every share confers the
right to cast one vote in the annual shareholders’ meet-
ing. Those shareholders who are registered in the share
register and have registered for the meeting in time are
entitled to vote. The Chairman of the Supervisory Board
generally chairs the shareholders’ meeting. To make it
easier for shareholders to exercise their prerogatives at
the annual shareholders’ meeting, their votes can be
cast by authorized proxies. Axel Springer SE also desig-
nates a voting proxy whom shareholders can elect to
execute their voting rights according to their instructions.
All required reports and documents are made available
to the shareholders in advance, also on the company’s
Internet page.
In making decisions concerning the composition of
the Executive Board, the Supervisory Board should
give due consideration to the principle of diversity and
The annual shareholders’ meeting resolves specifically
on the utilization of the distributable profit, the ratification
of the actions of the Executive Board and Supervisory
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Board, the election of the Supervisory Board, the elec-
tion of the independent auditor, and other matters legally
assigned to them, such as corporate actions and other
amendments to the Articles of Incorporation. The resolu-
tions of the annual shareholders’ meeting require a sim-
ple majority of the votes cast, unless another majority is
prescribed by law or by the company’s Articles of Incor-
poration. The Articles of Incorporation can be inspected
on the company’s website at www.axelspringer.com/-
articlesofassociation.
Conflicts of interest
The members of the Executive Board and Supervisory
Board are bound to promote the interests of the company.
No member of either board may, through their decisions,
pursue personal interests or take advantage of business
opportunities that should be the province of the company.
Executive Board members may not demand or accept
gifts or other benefits from, or grant unjustified benefits
to, third parties in connection with their activities, either
for their own benefit or for that of others. Sideline activi-
ties of the Executive Board require the consent of the
Supervisory Board. Executive Board members are sub-
ject to a comprehensive anti-competition clause during
the period of their activity for Axel Springer. Every Execu-
tive Board member must inform the Supervisory Board
of any conflict of interest without delay. No conflicts of
interest arose within the Executive Board in the financial
year.
Also, every member of the Supervisory Board must
inform the Supervisory Board immediately of any con-
flicts of interest that may arise. In the annual sharehold-
ers' meeting, the Supervisory Board reports on all con-
flicts of interest and how to treat them. No conflicts of
interest arose in the Supervisory Board either, see the
Report of the Supervisory Board, see page 79).
Memberships on other supervisory bodies
A summary of the seats held by the Executive Board and
Supervisory Board members of Axel Springer SE on other
legally prescribed supervisory boards or comparable
boards in Germany and abroad can be found on page 158.
Transparency
Axel Springer is committed to always providing compre-
hensive and consistent information in a timely and simul-
taneous manner on the significant events and develop-
ments relevant to an evaluation of the company’s
present and future business performance to all capital
market participants. Reporting on the business situation
and Group results is presented in its annual report, at its
annual financial statements press conference, and in its
semi-annual financial report and quarterly financial re-
ports. For this purpose, the company also uses Internet
communication channels whenever possible. Axel
Springer also regularly participates in conferences and
roadshows in key international financial centers; addi-
tional information on this subject can be found on page 8
of the present Annual Report. To the extent required by
law, the company also provides information in the form
of ad-hoc announcements and press releases, and on
the company’s website.
In order to ensure equal treatment of all capital market
participants, Axel Springer also publishes information
relevant to the capital markets simultaneously in German
and English on the company’s website. Financial report-
ing dates are published in the financial calendar with
sufficient advance notice. Immediately upon receiving the
corresponding notices, the company publishes changes
in the composition of the shareholder structure that are
subject to the reporting obligation according to Section
26 of the German Securities Trading Act (Wertpapier-
handelsgesetz, WpHG), and on the purchase and sale of
shares by persons who exercise management duties at
Axel Springer (directors’ dealings), in accordance with
Section 15a WpHG.
Shareholdings
The Executive Board members in office at the reporting
date directly or indirectly held 3,148,581 shares of Axel
Springer SE at the reporting date of December 31, 2014.
Of that number, 3,024,495 shares were held directly
by the Chairman of the Executive Board, Dr. Mathias
Döpfner, and indirectly.
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At the reporting date, the Supervisory Board members
directly or indirectly held a total of 56,179,621 shares
of Axel Springer SE. Dr. h. c. Friede Springer held
51,000,030 shares indirectly via Friede Springer GmbH &
Co. KG and Axel Springer Gesellschaft für Publizistik
GmbH & Co, and 5,104,341 shares directly.
Preparation and audit of the financial statements
The consolidated financial statements and interim finan-
cial statements are prepared in accordance with Interna-
tional Financial Reporting Standards (IFRS), as they are
to be applied in the European Union. The consolidated
financial statements also contain the disclosures pre-
scribed by Section 315a (1) HGB.
The consolidated financial statements are prepared by
the Executive Board of Axel Springer SE and audited by
the independent auditor. Axel Springer publishes the
consolidated financial statements within 90 days and the
quarterly financial reports within 45 days of the respec-
tive period ending dates.
The notes to the consolidated financial statements also
contain information on the company’s relationships with
shareholders who are to be classified as related parties
according to the definitions of the applicable accounting
regulations.
In accordance with the German Corporate Governance
Code, it is agreed with the independent auditor in each
financial year that the latter will inform the Chairman of
the Supervisory Board or the Audit Committee without
delay of any circumstances arising during the course of
the audit that would constitute grounds for disqualifica-
tion or partiality. It is also agreed that the independent
auditor will immediately report any material issues, mat-
ters, and events arising during the course of the audit
that fall within the purview of the Supervisory Board. It is
further agreed that the independent auditor will inform
the Supervisory Board or make an observation in the
audit report if the independent auditor were to discover,
during the course of the audit, any facts that contradict
the Declaration of Conformity by the Executive Board
and Supervisory Board according to Section 161 AktG.
Ongoing actions for nullification
The current state of ongoing legal actions is as follows:
On May 21, 2009, the shareholder Dr. Oliver Kraus filed
an action to nullify the resolution of the annual share-
holders’ meeting of April 23, 2009 relating to Agenda
Item 7 (Special authorization to purchase and use the
company’s own shares according to Section 71 (1) (8)
AktG in connection with the Management Participation
Program) and contested the election of Dr. h. c. Friede
Springer and Brian Powers to the Supervisory Board of
the company (Agenda Item 8). Moreover, Dr. Oliver
Kraus petitioned for a finding that the company is obli-
gated to provide him, in his capacity as a shareholder,
with a transcript of those portions of the “stenographic
minutes from its question recording and question an-
swering system” that cover his questions and comments,
as well as the information provided by the company in
response. The shareholders SCI AG and Oliver Wieder-
hold joined the action on the side of the defendant. The
Berlin Regional Court rejected the suit in its entirety by
judgment dated June 10, 2010 (Case No. 95 O 52/09),
that is, both with regard to the action to nullify, as well as
the petition for a finding. Dr. Oliver Kraus filed an appeal
against this decision before the Berlin Appellate Court;
the appeal proceeding is being conducted under Case
No. 23 U 125/10.
On May 21, 2010, Dr. Oliver Kraus filed an additional
action to nullify the resolutions of the annual sharehold-
ers’ meeting of April 23, 2010 relating to the ratification
of the actions of the Executive Board and the Superviso-
ry Board for financial year 2009 (Agenda Items 3 and 4),
as well as the general authorization to purchase and use
the company’s own shares according to Section 71 (1)
(8) AktG and to exclude the preemptive right, and the
special authorization, to purchase and use the compa-
ny’s own shares according to Section 71 (1) (8) AktG in
connection with the Management Participation Program
and to exclude the right to tender and preemptive right
(Agenda Items 6 and 7). The shareholders Frank Scheu-
nert and Gastro Beteiligungs AG joined this action on the
side of the defendant. In its ruling of March 7, 2012
(Case No. 105 O 53/10), the Berlin Regional Court par-
tially granted the claim and nullified the resolutions of the
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annual shareholders’ meeting adopted under Agenda
Items 4, 6, and 7. The company has filed an appeal
against this ruling with the Berlin Appellate Court. The
appeal is pending under Case No. 23 U 92/12.
Compensation report
Axel Springer’s compensation policy follows the principle
of granting compensation to the Executive Board and
Supervisory Board that is based on their performance in
the interest of sustainable corporate development. This
compensation consists of fixed and variable perfor-
mance-dependent components.
Executive Board
In accordance with the requirements of the German
Stock Corporation Act and the recommendations of
GCGC, the compensation of the Executive Board mem-
bers consists of fixed and variable components. The
variable compensation is composed of a cash compo-
nent paid in the form of an annual bonus and a long-term,
stock-based component. All components of compensa-
tion are appropriate, both individually and as a whole.
The criteria used to determine appropriateness are the
tasks of the individual Executive Board member, his
personal performance, as well as the economic situation,
profit, and the future prospects of Axel Springer.
Due consideration is also given to the industry environ-
ment. The Supervisory Board did not consult with out-
side compensation experts during the financial year.
The fixed compensation corresponds to the annual
fixed salary; in addition, the Executive Board members
receive a company car or company car allowance and
security expenses as fringe benefits. The annual fixed
salary is established for the entire term of an employment
agreement and is disbursed in 12 monthly installments. It
is set on the basis of the duties of the individual Executive
Board member, the current economic situation, the profit,
and the future prospects of the Group, among other
considerations.
The variable compensation is in the form of an annual
bonus as a cash component, and depends on individual
performance with regards to individual objectives (relating
to the quantitative divisional objectives and qualitative
individual objectives, amongst others, based on the strat-
egy of Axel Springer SE) as well as Group objectives; it is
limited to double the sum payable for 100 % achievement
of objectives. Group objective in the 2014 financial year
was Group EBITDA (PY: Group EBITDA and EBITDA in
the Digital Media segment). Individual objectives for
measuring performance of individuals and Group objec-
tives are decided upon by the Supervisory Board. Part of
the variable cash component is based on achievement of
Group objectives established for an assessment period of
three years. Achievement of objectives is initially estab-
lished by the Supervisory Board members and chairman
with the relevant Executive Board member and then
finalized by the Supervisory Board.
In addition, there is a long-term variable compensa-
tion component in the form of virtual stock option plans,
the parameters of which are shown in the following:
Executive Board Program
2009
2012
2014 I
2014 II
Grant date
07/01/2009 01/01/2012 01/01/2014 09/01/2014
Term in years
Vesting period
in years
Stock options
granted
6
4
6
4
6
4
6
4
1,125,0001)
450,000
205,313
675,000
Underlying (€)
20.291)
30.53
44.06
44.56
Maximum
payment (€)
Value at grant
date (€)
Total value at
grant date
(€ millions)
40.571)
4.221)
61.06
88.12
89.12
5.26
6.69
6.26
4.7
2.4
1.4
4.2
1) Adjusted to account for the share split conducted in 2011.
If the Executive Board service agreement or the ap-
pointment to the Executive Board exists for at least the
end of the four year waiting period, then all virtual stock
options may become vested to the member of the Exec-
utive Board. If the working relationship or the appoint-
ment of the authorized member of the Executive Board
74
Annual Report 2014
Axel Springer SE
Combined Management Report
Corporate Governance Report
finishes before the end of the waiting period, but is at
least one year after the grant date, then the stock op-
tions become vested pro rata temporis relating to the
waiting period.
A further condition for vesting to take place is that either
the volume-weighted average price of the Axel Springer
share is at least 30 % over the base value or that the
percentage increase of this average price exceeds that
of the base value of the development of the DAX over a
period of 90 calendar days within a time period of a year
before the end of the waiting period.
Exercising stock options is only possible if the volume-
weighted average price of the Axel Springer share 90
calendar days before exercising such options is at least
30 % over the base value and that the percentage in-
crease exceeds that of the DAX index. Each option
grants a payment claim in the amount of the growth in
value of the Axel Springer share, restricted to a maxi-
mum of 200 % of the base value, which corresponds to
the difference between the volume-weighted average
price during the last 90 calendar days prior to exercise
and the base value.
Executive Board members are obligated to hold one Axel
Springer share for every ten stock options as a personal
investment. Disposing of these shares prior to exercising
the options would result in the stock options being for-
feited at the same rate.
The 2009 Executive Board Program was completed in
2013 as the remaining options were exercised. With
regards to the Executive Board Programs that are grant-
ed, see the information in the notes to the consolidated
financial statements under Section (12).
Executive Board members have received contractually-
agreed pension provisions. Payment of pension applies
when reaching the age of 62, provided that the Executive
Board member is no longer at their post at this point. In
case of premature departure the Executive Board member
has - after the end of five years since the pension com-
mitment or since earlier entry into the company - a vested
claim to a pension payment proportional to the length of
his employment with the company. Payments are also
made in case of a complete reduction in earning capacity.
Some Executive Board members have the right to termi-
nate their employment contracts in the event of a change
in control. They will then have the right to receive pay-
ment of their base salary for the most recently negotiated
remaining contractual term, while some of the eligible
Executive Board members will have the right to receive
payment of an amount equal to at least one year’s base
salary. Furthermore, the company will pay the pro-rated
percentage of the success-based compensation for the
period of time served in the year of resignation. The
employment contracts of the members of the Executive
Board do not provide for any other compensation if the
employment relationship is terminated as a result of a
change in control.
In the 2014 financial year the total compensation paid
to the Executive Board was € 17.8 million. (PY:
€ 20.1 million), plus € 5.6 million (PY: € 0.0 million) in the
form of a long-term stock-based compensation compo-
nent (virtual stock option plans 2014 I and 2014 II). The
fixed components totaled € 8.9 million (PY: € 9.4 million);
also containing the contributions for fringe benefits
(company car or company car allowance and security
expenses). The variable cash component came to a total
of € 8.9 million (PY: € 10.7 million). According to this, the
fixed compensation including fringe benefits in the finan-
cial year amounts to a proportion of 38 % of total com-
pensation (including long-term stock-based compensation
components) (PY: 47 %).
Guaranteed pension payments to members of the Exec-
utive Board resulted in a personnel expense of € 0.5
million in fiscal year 2014 (PY: € 0.5 million). The cash
value of the guaranteed pension payments in pension
provisions totaled € 11.4 million (PY: € 7.0 million). Cred-
its or advance payments were not granted to members
of the Executive Board in the 2014 financial year. In the
case of guaranteed pension payments to Executive
Board members, which became effective with the rele-
vant recommendation in Section 4.2.3 sentence 10
GCGC on June 10, 2013, the Supervisory Board estab-
lished the pension level desired in compliance with the
75
Annual Report 2014
Axel Springer SE
Combined Management Report
Corporate Governance Report
previously stated Code recommendation and considered
the annual and long-term expense for the company
derived from this.
Supervisory Board is paid an annual salary of € 0.1 mil-
lion for his services as an author.
Axel Springer SE does not disclose the total compensa-
tion of individual Executive Board members by name,
given that Sections 314 (2) and 286 (5) HGB expressly
place the disclosure of Executive Board compensation by
name under the reservation of a differing resolution of the
annual shareholders’ meeting with a qualified majority of
the share capital represented upon the adoption of the
resolution. The annual shareholders’ meeting of Axel
Springer SE held on April 16, 2014, adopted such a
resolution with the requisite majority. The reason for this is
that Axel Springer SE’s competitors do not disclose item-
ized compensation either.
Supervisory Board
The compensation of the Supervisory Board is set by the
annual shareholders’ meeting.
The compensation of the Supervisory Board of Axel
Springer SE is regulated by Article 16 of the Articles of
Incorporation of Axel Springer SE. According to this, the
Supervisory Board receives fixed compensation of € 3.0
million annually. The Supervisory Board decides how the
aforementioned amount is distributed among its mem-
bers, with appropriate consideration given to their activi-
ties as chairman and in the committees. If the member
does not serve on the Supervisory Board or exercise a
higher-paying function of a Supervisory Board member
for the full year, such member will receive a pro-rated
share of the full-year compensation. Only full months of
activity are taken into account for this purpose. The
compensation is payable after the close of the given
financial year.
For financial year 2014, the Supervisory Board will
receive total compensation of € 3.0 million (PY: € 3.0
million). In addition, the company reimburses all mem-
bers of the Supervisory Board for their expenses and for
the value-added tax payable on their compensation and
on the reimbursement of their expenses. The company
pays the premium for the D&O insurance taken out for
members of the Supervisory Board. One member of the
Contrary to Section 5.4.6 sentences 5 and 6 of the Ger-
man Corporate Governance Code, the compensation
paid to members of the Supervisory Board, as well as
the compensation paid by the company to them for
services rendered personally, are not presented in the
Corporate Governance Report, since Axel Springer SE’s
competitors do not disclose such information either.
Share-based compensation of senior executives
Axel Springer has issued virtual stock option plans for
selected senior executives, the main parameters of which
are shown in the following:
Senior Executive Program
Grant date
Term in years
Vesting period in years
2011 I
2011 II
2014
10/01/2011 10/01/2011 03/01/2014
4
2
6
4
5
3
Stock options granted
472,500
472,500
60,000
Underlying (€)
Maximum payment (€)
30.00
60.00
35.00
70.00
Value at grant date (€)
2.74
2.31
46.80
93.60
8.14
Total value at grant date
(€ millions)
1.3
1.1
0.5
Provided that the beneficiary is employed by the compa-
ny at least until the expiration of the respective vesting
period, all virtual stock options granted to the relevant
senior executive may become vested. If the authorized
senior executive is not employed by the company before
the end of the vesting period, but is at least one year
after the grant date, the stock options are vested up to
one half (Senior Executive Programs 2011 I and 2014) or
to one quarter per elapsed year of the vesting period
(Senior Executive Program 2011 II).
A further condition for vesting to take place is that either
the volume-weighted average price of the Axel Springer
share is at least 30 % over the base value or that the
percentage increase of this average price exceeds that
76
Annual Report 2014
Axel Springer SE
Combined Management Report
Corporate Governance Report
of the base value of the development of the DAX over a
period of three calendar months within a time period of a
year before the end of the waiting period.
Exercising stock options is only possible if the volume-
weighted average price of the Axel Springer share during
the three calendar months before exercising such options
is at least 30 % over the base value and that the percent-
age increase exceeds that of the DAX index. Each option
grants a payment claim in the amount of the growth in
value of the Axel Springer share, restricted to a maximum
of 200 % of the base value, which corresponds to the
difference between the volume-weighted average price
during the last three calendar months prior to exercise
and the base value.
Beneficiaries are obligated to hold one Axel Springer
share for every ten stock options as a personal invest-
ment. Disposing of these shares prior to exercising the
options would result in the stock options being forfeited
at the same rate.
The Senior Executive Program 2011 I was completed
during the financial year as the stock options were exer-
cised or forfeited. With regards to the executive programs
that are granted, see the information in the notes to the
consolidated financial statements under Section (12).
77
Report of the
Supervisory Board
Dr. Giuseppe Vita
Chairman
Dr. h. c. Friede Springer
Vice Chairwoman
Oliver Heine
Attorney at law and partner in the
law firm Heine & Partner
Rudolf Knepper (since April 16, 2014)
Entrepreneur
Lothar Lanz (from April 16, 2014)
Member of various Supervisory Boards
Dr. Nicola Leibinger-Kammüller
President and Chairwoman of the Executive Board
of TRUMPF GmbH + Co. KG
Prof. Dr. Wolf Lepenies
University Professor (emer.) FU Berlin;
Permanent Fellow (emer.) at Wissenschaftskolleg
zu Berlin
Prof. Dr.-Ing. Wolfgang Reitzle (since April 16, 2014)
Entrepreneur
Martin Varsavsky (since April 16, 2014)
CEO, Fon Wireless Limited
Dr. Gerhard Cromme (until April 16, 2014)
Chairman of the Supervisory Board
of Siemens AG
Klaus Krone (until April 16, 2014)
Entrepreneur
Dr. Michael Otto (until April 16, 2014)
Chairman of the Supervisory Board
of Otto GmbH & Co KG
78
Annual Report 2014
Axel Springer SE
Report of the Supervisory Board
In financial year 2014, the Supervisory Board performed all
the duties incumbent upon it by virtue of applicable laws,
the company’s Articles of Incorporation, and internal rules
of procedure. The Supervisory Board worked closely and
trustfully with the Executive Board in an advisory role and
supervised the management of the company.
By means of written and oral reports, the Executive Board
informed the Supervisory Board in detail, regularly, and
promptly about all relevant matters of strategy, planning,
business performance, and the risk situation of the compa-
ny, as well as the risk management system, the Internal
Control System (ICS), and matters pertaining to compli-
ance. The Executive Board informed the Supervisory Board
of matters of particular importance between meetings,
whilst Supervisory Board members and Executive Board
members frequently consulted and exchanged information
with each other. The Supervisory Board examined the
relevant planning documents and financial statements
presented to it and assured itself that they were correct
and appropriate. It reviewed and discussed all submitted
reports and documents to an appropriate extent. It was not
necessary in financial year 2013 for the Supervisory Board
to inspect company books and documents beyond those
presented during the normal course of reporting by the
Executive Board.
The Supervisory Board discussed with the Executive Board
all matters of crucial importance for the company, especial-
ly the company’s business plan, business strategy, major
investment and disinvestment plans, and personnel mat-
ters. Furthermore, the Supervisory Board discussed specif-
ic transactions of importance to the company’s future
development. It adopted resolutions on those transactions
and measures for which the participation of the Supervisory
Board is required by law, by the company’s Articles of
Incorporation, or by the Executive Board’s internal rules of
procedure. After in-depth review, the Supervisory Board
approved all matters presented to it by the Executive Board
for resolution or approval.
Composition of the Supervisory Board
The Supervisory Board of Axel Springer SE was newly
elected, as scheduled, at the annual shareholders' meet-
ing on April 16, 2014. Former members of the Supervi-
sory Board Dr. Gerhard Cromme, Klaus Krone, and Dr.
Michael Otto were no longer available for election; Dr.
Giuseppe Vita, Dr. h. c. Friede Springer, Oliver Heine, Dr.
Nicola Leibinger-Kammüller, and Prof. Dr. Wolf Lepenies
were re-elected as members of the Supervisory Board.
In addition, Rudolf Knepper, Lothar Lanz, Prof. Dr.-Ing
Wolfgang Reitzle, and Martin Varsavsky were elected as
new members of the Supervisory Board. The regular
term of all members of the Supervisory Board will end
after the end of the annual shareholders' meeting for the
2019 financial year.
The Supervisory Board thanks long-term members Dr.
Michael Otto, Klaus Krone, and Dr. Gerhard Cromme for
their successful work in the Supervisory Board as they left
during the 2014 financial year.
Dr. Michael Otto has been a member of the Supervisory
Board of our company since listing on the stock exchange
in 1985, and has been a member of the Nominating Com-
mittee of the Supervisory Board since its foundation in
2007; during almost 30 years with the company he has
played an essential part in our company thanks to his
exceptional entrepreneurial experience and competence,
his instinct for economic developments, and his insight into
human nature.
Klaus Krone has been member of the Supervisory Board
and the Executive Committee since 1999 as well as of the
Audit Committee since 2007; we are extremely grateful for
his technical and entrepreneurial know-how and creative
drive as well as his interest in technology-based innovation.
Dr. Gerhard Cromme was appointed to the Supervisory
Board in 2002; since then he has become a member of
79
Annual Report 2014
Axel Springer SE
Report of the Supervisory Board
the Executive Committee and from 2004 he has been a
member of the Personnel Committee. His advice was
built on his strategic vision, his cosmopolitan character,
and above all, on his expertise in national and interna-
tional corporate governance questions gathered from his
time as Chairman of the Government Commission of the
German Corporate Governance Code from 2002 to
2008 was of crucial importance for our company.
functions: Ralph Büchi, as President International of Axel
Springer SE, is responsible for all international business
and Lothar Lanz is responsible as a member of the Su-
pervisory Board and as Chairman of its Audit Committee.
In connection with the appointment of Dr. Deutz to the
Executive Board and the departure of Mr. Lanz and Mr.
Büchi, the Supervisory Board has agreed on an updated
executive organization chart for the Executive Board.
Immediately after the 2014 annual shareholders’ meeting,
Dr. Vita was re-elected to the position of Chairman of the
Supervisory Board and Dr. h. c. Springer was elected to
Vice Chairwoman in the constituent meeting.
The Supervisory Board of Axel Springer AG held a total of
seven meetings in the reporting period, four of which
were in the first half and three in the second half of the
calendar year. With the exception of the extraordinary
meeting of the full board on December 8, 2014, at which
two members of the Supervisory Board were excused as
they were unable to take part personally, but were able to
submit votes in writing, all incumbent members of the
Supervisory Board took part during all meetings of the
Supervisory Board in the 2014 financial year. When nec-
essary, Supervisory Board resolutions were adopted by
way of written circulation. The work of the committees
and the resolutions passed by the committees was re-
ported in the meetings of the full board.
Changes in the Executive Board
On January 1, 2014, the Supervisory Board of Axel
Springer SE appointed Dr. Julian Deutz as a new mem-
ber of the Executive Board. With the departure of Lothar
Lanz from the Executive Board at the end of the 2014
annual shareholders’ meeting on April 16, 2014, he has
taken over the responsibility for Finance and Personnel.
As of April 30, 2014, Ralph Büchi, President International,
also left the Executive Board of the company. The Su-
pervisory Board would like to thank Mr. Büchi and Mr.
Lanz for their successful work in the Executive Board of
the company. Both men have provided considerable
momentum during a phase of digital Group restructuring,
and have also played a part in creating and sustaining
this. They also remain with Axel Springer SE in new
Important matters addressed by the
Supervisory Board
In its meeting of Monday, February 10, 2014, the Supervi-
sory Board discussed and approved the financial plan for
2014 submitted by the Executive Board. The Executive
Board informed the Supervisory Board of preliminary fig-
ures in the 2013 business year and reported on, amongst
other things, the current state of the pending antitrust
proceedings with the sale of regional newspapers and
magazines to FUNKE Mediengruppe, and other transaction
plans for Axel Springer SE. The Supervisory Board also
devoted its attention to granting virtual stock option pro-
grams to selected senior executives in the company.
In its meeting of March 3, 2014, the Supervisory Board
devoted its attention primarily to the separate financial
statements of the parent company and the consolidated
financial statements of the Group as of December
31, 2013 (including, in each case, the combined manage-
ment report and Group management report), as well as the
report on the company’s dealings with affiliated companies
(Dependency Report), the Executive Board’s profit utiliza-
tion proposal for financial year 2013, and the Corporate
Governance Report issued jointly with the Executive Board.
It also focused on the proposals for selection of the inde-
pendent auditor for the 2014 financial year which was
submitted at the annual shareholders' meeting. Further-
more, the Supervisory Board dealt with the agenda for the
2014 annual shareholders’ meeting; this covered the pro-
posed resolutions for the annual shareholders' meeting
including the proposed resolutions for the required out-
sourcing measures as part of the sale of regional newspa-
pers and magazines to FUNKE Mediengruppe, and the
Supervisory Board's election proposals at the annual
shareholders' meeting for the appointments to the Supervi-
80
Annual Report 2014
Axel Springer SE
Report of the Supervisory Board
sory Board based on the corresponding recommendations
from the Nomination Committee. In addition, the Supervi-
sory Board adopted a resolution regarding its report for the
2013 financial year which was submitted at the annual
shareholders' meeting. Furthermore, the Supervisory Board
agreed to the share ownership program set up during the
2014 financial year for employees with a target agreement
or who were eligible for a profit-sharing bonus, and, in this
context, acquisition of (own) shares as part of the 2014
share ownership program, and the (re)sale of unused own
shares as part of the share ownership program. The Su-
pervisory Board also adopted a resolution regarding exten-
sion of the term of a member of the Executive Board
alongside the associated extension of the employment
contract as a member of the Executive Board. Finally, the
Supervisory Board adopted a resolution regarding the
status of the investment of the company in Do⁄an TV.
At its meeting of April 16, 2014, the Supervisory Board
again primarily dealt with the preparations for the up-
coming shareholders’ meeting. In addition, the Executive
Board reported to the Supervisory Board regarding the
current state of acquisition projects.
Directly after the annual shareholders’ meeting the Super-
visory Board of Axel Springer SE, newly elected at the
annual shareholders' meeting, met on April 16, 2014 for
its constituent meeting and elected Dr. Giuseppe Vita as
Chairman and Dr. h. c. Friede Springer as Vice Chair-
woman of the Supervisory Board. The Supervisory Board
then decided upon a change in its internal rules of proce-
dure regarding the composition of the Supervisory Board's
committees. The Supervisory Board's committees were
reconstituted. The Supervisory Board also adopted a
resolution to update the Declaration of Conformity, which
was necessary due to the recent appointments to the
Supervisory Board and its committees. Also, Ernst &
Young GmbH Wirtschaftsprüfungsgesellschaft was
commissioned with auditing the required closing balance
sheets in accordance with the German Transformation
Act in conjunction with the divestitures for selling regional
newspapers and magazines. Finally, the Executive Board
reported on the state of various projects, in particular
those regarding new building projects at Lindenfeld, the
state of the transaction with FUNKE Mediengruppe, and
current acquisition projects.
In the meeting of August 27, 2014, the required closing
balance sheets for Axel Springer SE in accordance with
the German Transformation Act were approved and
therefore adopted. The Executive Board then reported on
business developments as of July 2014; directly after-
wards the Supervisory Board discussed current devel-
opments in the media industry with the Executive Board.
The Supervisory Board was also informed of the status of
various projects. The Supervisory Board also adopted a
resolution regarding granting virtual stock option pro-
grams for Executive Board members within the company.
In its meeting of November 4, 2014, the Supervisory
Board focused on and discussed the corporate strategy of
Axel Springer based on a wide-ranging presentation by
the Executive Board with particular emphasis on further
action with regards to the equity stake held by General
Atlantic in Axel Springer Digital Classifieds GmbH. In this
context advice was given about potentially changing Axel
Springer SE into a partnership limited by shares (KGaA).
The Supervisory Board also adopted a resolution regard-
ing the 2014 Declaration of Conformity. The Supervisory
Board also carried out a questionnaire-based self-
evaluation and after discussions based upon this rated
its work as efficient. Furthermore, the Executive Board
informed the Supervisory Board regarding the economic
development as of September 30, 2014, and the current
transaction plans of the company, with particular regard
to the planned acquisition of an equity stake in @Leisure
Holding B.V. The execution of common training activities
for Supervisory Board members supported by the com-
pany was also discussed.
In an extraordinary meeting of the full board of the Su-
pervisory Board on December 8, 2014, the Supervisory
Board agreed upon the acquisition of 15 % of shares in
Axel Springer Digital Classifieds GmbH held by General
Atlantic, and agreement on call options with regards to
the remaining 15 % of shares held by General Atlantic.
The Executive Board and Supervisory Board also decid-
ed together to prepare to change Axel Springer SE into a
partnership limited by shares (KGaA).
81
Annual Report 2014
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Report of the Supervisory Board
Conflicts of interest
Conflicts of interest have not occurred amongst Super-
visory Board members during the financial year.
Corporate governance
The Executive Board and Supervisory Board issued their
common Declaration of Conformity (pursuant to Section
161 of the German Stock Corporations Act (AktG)) on
November 10, 2014. This explanation with information
on exceptions to the recommendations made in the
GCGC are made permanently available on the compa-
ny's website. It is presented on page 65 of the present
Annual Report. The 2013 Declaration of Conformity of
November 5, 2013 issued on April 17, 2014 became
necessary as a result of election of the new Supervisory
Board in the 2014 annual shareholders' meeting and the
concomitant changes in the composition of the Supervi-
sory Board and its committees.
Additional information on corporate governance in the
Axel Springer Group may be found in the joint Corporate
Governance Report of the Executive Board and Supervi-
sory Board (see page 65).
Work of the committees of the Supervisory
Board
In the interest of performing its duties in an efficient man-
ner, the Supervisory Board has formed an Executive
Committee, an Audit Committee, a Personnel Commit-
tee, and a Nominating Committee as permanent com-
mittees. The Chairman of the Audit Committee is Mr.
Lanz, and in the other committees Chairman of the Su-
pervisory Board, Dr. Giuseppe Vita fulfills that role. The
Committee Chairmen report on the work of the commit-
tees in the subsequent meeting of the Supervisory Board.
Notwithstanding the general responsibility of the full
Supervisory Board, the Executive Committee is re-
sponsible for fundamental matters related to publishing
and journalism and for matters of strategy, financial plan-
ning, investments, and the financing of investments. It is
also responsible for preparing decisions on the organiza-
tion of the Executive Board, the approval of sales of
company shares and subscription rights for such shares,
and for approving certain management actions that
require the approval of the Supervisory Board, which
have been delegated to the Executive Committee. Until
the end of the annual shareholders' meeting on April 16,
2014, the members of the Executive Committee were Dr.
Giuseppe Vita, Chairman, Dr. h. c. Friede Springer, Vice
Chairwoman, Dr. Gerhard Cromme and Klaus Krone; at
the constituent meeting of the newly-elected Supervisory
Board on April 16, 2014 Dr. Giuseppe Vita was re-
elected as Chairman, Dr. h. c. Friede Springer was re-
elected as Vice Chairwoman, and Lothar Lanz and Prof.
Dr.-Ing. Wolfgang Reitzle were elected as further mem-
bers of the Executive Committee.
The Executive Committee held seven meetings during
the reporting period, of which two were extraordinary
meetings; members of the Executive Board also took
part frequently at these meetings. The Executive Commit-
tee agreed, amongst other things, with the following acqui-
sitions: the acquisition of 100 % of shares in Coral-Tell
Ltd., Israel by Axel Springer Digital Classifieds GmbH,
the acquisition of 100 % of shares in Evenbase Recruit-
ment Ltd., Great Britain by the StepStone Group, exer-
cising a call option regarding founder shares in Bonial
International GmbH by Axel Springer SE, the acquisition
of 51 % of shares in Car & Boat Media SAS, France, by
Axel Springer Digital Classifieds GmbH, the acquisition of
100 % of shares in MeinProspekt GmbH by Bonial Inter-
national GmbH, the acquisition of a further 19.99 % of
shares in finanzen.net GmbH from co-shareholders by
Axel Springer Digital Ventures GmbH, the acquisition of
the Hungarian job portal profession.hu by Ringier Axel
Springer Media AG, the acquisition of approximately 17 %
of shares in OZY Media, Inc., USA , and the acquisition of
51 % of shares in @Leisure Holding B.V. by Axel Springer
Digital GmbH. The deliberations and adopted resolutions
also affected agreement on the sale of the 17.2 % equity
stake in iProperty Group Limited by SeLoger.com SAS,
agreement on exercising a second put option against
Do⁄an TV and regarding further actions concerning the
equity stake in Do⁄an TV, agreement for the partial sale
of the Axel Springer portfolio in Hungary whilst incorpo-
rating the rest of the Hungarian portfolio into the Ringier
82
Annual Report 2014
Axel Springer SE
Report of the Supervisory Board
Axel Springer joint venture as well as agreement for
selling 49.9 % of shares in Schwartzkopff TV-Productions
GmbH & Co. KG and Schwartzkopff TV-Productions
Verwaltungsgesellschaft mbH to Talpa Germany Holding
B.V. Amongst other things, it was decided that the
Schuldschein should be increased up to € 150 million
by authorization from the whole of the Board. Another
object was also gaining advice and adopting a resolution
for finalizing a controlling and profit and loss transfer
agreement between StepStone GmbH and YourCareer-
Group GmbH as well as decisions about issuing an
agreement for transferring company shares in accord-
ance with Section 5 para. 3 of the company's Articles of
Incorporation.
The Personnel Committee is responsible in particular for
preparing decisions on the appointment and dismissal of
Executive Board members. It is also responsible for pre-
paring the resolutions to be adopted by the Supervisory
Board on the compensation of individual members of the
Executive Board; in all other matters pertaining to em-
ployment contracts, the Personnel Committee approves
resolutions in lieu of the Supervisory Board. The Personnel
Committee also adopts resolutions in lieu of the Supervi-
sory Board in matters pertaining to the extension of loans
within the meaning of Sections 89, 115 AktG and on the
approval of contracts with Supervisory Board members
pursuant to Section 114 AktG. To the extent it bears re-
sponsibility, the Personnel Committee also represents the
company in transactions with individual Executive Board
members. Finally, the Personnel Committee decides on
the approval of the transactions requiring the approval of
the Supervisory Board, which have been delegated to the
Personnel Committee. Members of the Personnel Com-
mittee were, until the end of the annual shareholders'
meeting on April 16, 2014, Dr. Giuseppe Vita, Chairman,
Dr. h. c. Friede Springer and Dr. Gerhard Cromme; since
the constituent meeting of the newly-elected Supervisory
Board on April 16, 2014 the Personnel Committee com-
prises Dr. Giuseppe Vita as Chairman and Dr. h. c. Friede
Springer as Vice Chairwoman.
of a member of the Executive Board alongside the associ-
ated extension of the employment contract as a member
of the Executive Board, and the issue of virtual stock
option programs for Executive Board members and senior
executives of the company. It also dealt with the individual
goals and corporate goals for the cash component of the
variable compensation of the Executive Board.
The Audit Committee, notwithstanding the responsibility
of the full Supervisory Board, is responsible for preparing
the decisions to be made by the Supervisory Board on
the adoption of the separate financial statements of the
parent company and the approval of the consolidated
financial statements of the Group, by means of conduct-
ing a preliminary review of the separate financial state-
ments, the Dependency Report, and the consolidated
financial statements, as well as the management report
for the company and the management report for the
Group, the review of the profit utilization proposal, the
discussion of the audit report with the independent audi-
tor, and the monitoring of the risk management system,
the effectiveness of the internal control system (ICS), the
compliance management system and the internal auditing
system. It is also responsible for reviewing the interim
financial statements and interim reports, and for discuss-
ing the report of the independent auditor on the critical
review of the interim financial statements. With regard to
the audit of the financial statements, the Audit Committee
is responsible for preparing the proposal of the Supervi-
sory Board to the annual shareholders’ meeting on the
election of the independent auditor and the engagement
of the independent auditor, and for adopting audit priori-
ties, among other matters. Until the end of the annual
shareholders' meeting on April 16, 2014 the Audit Com-
mittee consisted of Dr. Giuseppe Vita, Chairman, Dr. h. c.
Friede Springer, Klaus Krone, and Oliver Heine; during
the constituent meeting of the newly-elected Supervisory
Board on April 16, 2014 Lothar Lanz was elected as
Chairman of the Audit Committee, Dr. Giuseppe Vita as
Vice-Chairman, and Oliver Heine, Rudolf Knepper as well
as Dr. h. c. Friede Springer were elected as further mem-
bers of the Audit Committee.
The Personnel Committee met five times during the re-
porting period. It prepares, amongst other things, deci-
sions of the full board regarding the extension of the term
The Audit Committee held five meetings during the
course of the financial year. It has been informed of the
83
Annual Report 2014
Axel Springer SE
Report of the Supervisory Board
scope, course, and result of the 2013 annual financial
statements and consolidated financial statements, the
decisions of the Supervisory Board regarding adoption of
the financial statements, and prepared approval of the
Group consolidated statements as well as the audited
interim financial statements and reports. Alongside this
the Audit Committee handled preparation of the passing
of the resolution by the full board regarding the proposal
at the annual shareholders' meeting to commission the
independent auditor for the 2014 financial year. To this
effect, the Supervisory Board was also in receipt of writ-
ten confirmation from Ernst & Young GmbH Wirtschafts-
prüfungsgesellschaft regarding their independence. In
addition, the Audit Committee dealt with the audit priori-
ties of the independent auditor for the 2014 financial year
and issued the auditor with the audit assignment for the
2014 financial year. The Audit Committee also dealt with
the monitoring of the risk management system, the effec-
tiveness of the internal control system (ICS), of the com-
pliance management system and of the internal audit
system, as well as additional compliance issues.
The Nominating Committee prepares the proposal of the
Supervisory Board to the annual shareholders’ meeting on
the election of Supervisory Board members; in particular, it
proposes suitable candidates for the Supervisory Board,
also in consideration of the diversity and independence
criteria adopted by the Supervisory Board. It develops and
reviews job profiles relative to the qualifications expected of
Supervisory Board members by the company, and contin-
ually adapts them to suit changing requirements. Until the
annual shareholders' meeting on April 16, 2014, the Nomi-
nating Committee composed of Dr. Giuseppe Vita, Chair-
man, Dr. h. c. Friede Springer, and Dr. Michael Otto. Since
the constituent meeting of the newly-elected Supervisory
Board on April 16, 2014, the Nomination Committee is
composed of Dr. Giuseppe Vita as Chairman and Dr. h. c.
Friede Springer as Vice Chairwoman.
The Nomination Committee met twice during the finan-
cial year and dealt with the election of the entire Supervi-
sory Board after the end of the term of office of the pre-
vious Supervisory Board set out in the Articles of
Association at the end of the 2014 annual shareholders'
meeting, particularly regarding the identification of suita-
ble candidates corresponding to the objectives of the
Supervisory Board after the departures of Dr. Gerhard
Cromme, Klaus Krone, and Dr. Michael Otto from their
positions on the Supervisory Board, and prepared the
proposals for the annual shareholders' meeting regarding
elections.
Separate financial statements of the
parent company and consolidated
financial statements of the Group;
management report for the parent
company and the Group
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
audited the annual financial statements of the parent
company and the consolidated financial statements of the
Group, as well as the combined management report of
the parent company and the Group, all of which were
prepared by the Executive Board for financial year 2014,
and issued an unqualified audit opinion in every case. In
connection with the audit, the independent auditor also
noted in summary that the Executive Board has imple-
mented a risk management system that fulfills the re-
quirements of law, and that this system is generally suita-
ble for the early detection of any developments that could
endanger the company’s survival as a going concern.
The aforementioned documents and the proposal of the
Executive Board for the utilization of the distributable profit,
as well as the audit reports of Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft, were provided to all
members of the Supervisory Board in a timely manner.
The documents were audited and discussed in the pres-
ence of the independent auditor in the meetings of the
Audit Committee on February 20, 2015, and February 27,
2015. The independent auditor reported on the key results
of the audit and was available for additional information if
required. No deficiencies in the internal control and risk
management system, as it relates to the financial account-
ing process, were noted. The independent auditor ex-
plained further the scope, priorities, and costs of the audit.
The independent auditor also provided services for the
company (including affiliated companies) to the value of
€ 1.9 million in addition to services rendered for auditing.
84
Annual Re
Axel Sprin
eport 2014
nger SE
No circums
ty of the ind
resolved to
approve the
company a
Group, as w
the parent
stances that w
dependent aud
o recommend t
e separate fina
and the consoli
well as the com
company and
ould cast doub
ditor arose. The
to the Supervis
ancial statemen
idated financia
mbined manag
the Group.
bt on the impar
e Audit Commi
sory Board that
nts of the paren
l statements of
ement report o
rtiali-
ittee
t it
nt
f the
of
Report of
f the Supervis
sory Board
Erns
Both
Sup
inde
st & Young Gm
h reports were
pervisory Board
ependent audit
mbH Wirtschaft
e also provided
d in advance. T
tor reads as fo
ftsprüfungsges
d to each mem
The audit opin
ollows:
sellschaft.
mber of the
ion of the
“Bas
ance
sed on the aud
e with our profe
dit and evaluatio
essional duties
on conducted i
, we hereby co
in accord-
onfirm that
The Audit C
the balance
investigatio
thereof, alo
the separat
and consol
the combin
and the Gro
documents
the report a
and the rep
prüfungsge
independen
Committee repo
e sheet meeting
ons carried out
ongside their rec
te financial stat
idated financia
ned manageme
oup. The Supe
s in question, h
and recommen
ports of Ernst &
esellschaft, and
nt auditor, who
orted to the Su
g of February 2
by the Commit
commendation
ements of the
al statements of
ent report of the
ervisory Board h
aving noted an
ndations of the
& Young GmbH
d having discus
o was in attenda
upervisory Boar
rd in
e
27, 2015 on the
sults
ttee and the res
ns for approval
of
ny
parent compan
nd
f the Group, an
e parent compa
any
he
has reviewed th
ered
nd duly conside
tee
Audit Committ
H Wirtschafts-
sed them with
ance.
the
The Superv
audit results
Supervisory
Based on t
the Superv
statements
financial sta
manageme
all of which
cordingly, t
SE were off
visory Board ac
s. Based on th
y Board noted
he recommend
isory Board ap
s of the parent c
atements of the
ent report of the
were prepared
he annual finan
fficially adopted
cknowledged a
he results of its
that it had no o
dations of the A
pproved the ann
company and t
e Group, as we
e parent compa
d by the Execu
ncial statement
d.
he
he
aise.
ee,
and approved t
own review, th
objections to ra
Audit Committe
nual financial
ed
the consolidate
ined
ell as the comb
any and the Gr
roup,
tive Board. Ac-
-
ger
s of Axel Sprin
The Superv
Executive B
ble profit an
tion of the c
and financin
visory Board als
Board concerni
nd concurred w
company’s fina
ng plan.
so reviewed the
ing the utilizatio
with that propo
ancial year net i
e proposal of th
on of the distrib
sal, in consider
ncome, liquidit
he
buta-
ra-
ty,
1. th
he factual infor
mation contain
ned in the repor
rt is correct;
he consideratio
2. th
o
of the legal tran
nappropriately
in
on provided by
sactions mentio
high.”
the company
oned in the rep
in respect
port was not
The
Exec
purs
aud
mee
also
and
Sup
repo
resu
obje
repo
Boa
312
Supervisory B
cutive Board o
suant to Sectio
itor’s report on
eting of Februa
o reported orall
provided add
pervisory Board
ort of the indep
ults of its own r
ections to raise
ort of the indep
ard’s declaratio
(3) AktG.
Board also revie
on the dealings
on 312 AktG a
n this subject.
ary 27, 2015, t
y on the princ
itional informat
d acknowledge
pendent audito
review, the Su
e with respect
pendent audito
on on the repo
ewed the repo
s with related p
and the indepe
At the Superv
the independe
ipal findings of
tion, as reques
ed and approv
or. Based on th
pervisory Boa
to the results o
or or the Execu
ort pursuant to
ort of the
parties
ndent
isory Board
nt auditor
f the audit
sted. The
ved the
he final
rd had no
of the audit
utive
Section
Th
Bo
hanks to th
ard and to
he members
o all emplo
s of the Ex
oyees
xecutive
Fina
of th
stan
ally, the Supervi
he Executive Bo
nding work in th
sory Board wis
oard and all em
he past year.
shes to thank a
mployees for the
all members
eir out-
Berl
The
in, February 27
Supervisory B
7, 2015
Board
The Execu
company’s
Section 31
(AktG) to th
was also in
tive Board also
s dealings with
2 of the Germ
he Supervisory
n receipt of the
o submitted its
h related partie
man Stock Corp
y Board. The S
e correspondin
e
s report on the
s pursuant to
porations Act
Supervisory Bo
ng audit report
oard
by
Dr. G
Cha
Giuseppe Vita
airman
85
Consolidated
Financial Statements
87 Responsibility Statement
88 Auditor’s Report
89 Consolidated Statement of Financial Position
91 Consolidated Statement
of Comprehensive Income
92 Consolidated Statement of Cash Flows
93 Consolidated Statement
of Changes in Equity
94 Consolidated Segment Report
Notes to the Consolidated
Financial Statements
95 General information
114 Notes to the consolidated statement
of financial position
134 Notes to the consolidated statement
of comprehensive income
140 Notes to the consolidated statement
of cash flows
141 Notes to the consolidated segment report
143 Other disclosures
Annual Re
Axel Sprin
eport 2014
nger SE
Resp
ponsib
bility S
Statem
ment
Consolidate
Re
ed Financial S
esponsibility
Statements
Statement
th
To the bes
the applica
financial sta
cial positio
Group, and
review of th
ness and t
scription of
with the ex
st of our knowle
able reporting p
atements give
n, liquidity, and
d the Group m
he developme
he position of
f the principal
xpected develo
edge, and in a
principles, the
a true and fair
d financial perf
management re
nt and perform
the Group, tog
rewards and r
opment of the
accordance wit
consolidated
r view of the fin
formance of th
eport includes a
mance of the b
gether with a d
isks associate
Group.
nan-
he
a fair
busi-
de-
ed
Berlin, Feb
5
bruary 17, 2015
Axel Spring
ger SE
Dr. Mathias
s Döpfner
Jan Bayer
Dr. Julian D
Deutz
Dr. Andreas W
Wiele
87
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Auditor’s Report
Auditor’s Report
We have audited the consolidated financial statements
prepared by Axel Springer SE, Berlin, comprising the
statement of financial position, the income statement,
the statement of recognized income and expenses, the
statement of cash flows, the statement of changes in
equity, and the notes to the consolidated financial state-
ments together with the combined management report
of the Axel Springer Group and Axel Springer SE for the
fiscal year from January 1 to December 31, 2014. The
preparation of the consolidated financial statements and
the combined management report of the Axel Springer
Group and Axel Springer SE in accordance with IFRSs
as adopted by the EU, and the additional requirements
of German commercial law pursuant to Sec. 315a para 1
HGB [“Handelsgesetzbuch”: “German Commercial
Code”] are the responsibility of the parent company’s
management. Our responsibility is to express an opinion
on the consolidated financial statements and on the
combined management report of the Axel Springer
Group and Axel Springer SE based on our audit.
We conducted our audit of the consolidated financial
statements in accordance with Sec. 317 HGB and
German generally accepted standards for the audit of
financial statements promulgated by the Institut der
Wirtschaftsprüfer [Institute of Public Auditors in Germany]
(IDW). Those standards require that we plan and perform
the audit such that misstatements materially affecting the
presentation of the net assets, financial position, and
results of operations in the consolidated financial state-
ments in accordance with the applicable financial report-
ing framework and in the combined management report
of the Axel Springer Group and Axel Springer SE are
detected with reasonable assurance. Knowledge of the
business activities and the economic and legal environ-
ment of the Group and expectations as to possible mis-
statements are taken into account in the determination of
audit procedures. The effectiveness of the accounting-
related internal control system and the evidence support-
ing the disclosures in the consolidated financial state-
ments and the report on the situation of the company
Axel Springer SE and the Axel Springer Group are exam-
ined primarily on a test basis within the framework of the
audit. The audit includes assessing the annual financial
statements of those entities included in consolidation,
the determination of entities to be included in consolida-
tion, the accounting and consolidation principles used,
and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated
financial statements and the report on the situation of the
Axel Springer Group and Axel Springer SE. In our opinion,
our audit provides a sufficiently sound basis for our opinion.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the
consolidated financial statements comply with IFRS as
adopted by the EU, the additional requirements of Ger-
man commercial law pursuant to Sec. 315a (1) HGB and
give a true and fair view of the net assets, financial posi-
tion, and results of operations of the Axel Springer Group
in accordance with these requirements. The combined
management report of the Axel Springer Group and Axel
Springer SE is consistent with the consolidated financial
statements and as a whole provides a suitable view of
the Group’s position and suitably presents the opportu-
nities and risks of future development.
Berlin, February 20, 2015
Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft
Glöckner
Mielke
Wirtschaftsprüfer
Wirtschaftsprüferin
88
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Statement of Financial Position
Consolidated Statement of Financial Position
€ millions
ASSETS
Non-current assets
Intangible assets
Property, plant, and equipment
Investment property
Non-current financial assets
Investments accounted for using the equity method
Other non-current financial assets
Receivables due from related parties
Receivables from income taxes
Other assets
Deferred tax assets
Current assets
Inventories
Trade receivables
Receivables due from related parties
Receivables from income taxes
Other assets
Cash and cash equivalents
Assets held for sale
Total assets
Note 12/31/2014 12/31/2013
(4)
(5)
(6)
(7)
(36)
(10)
(26)
(8)
(9)
(36)
(10)
(29)
(2d), (5)
4,315.8
3,680.2
3,018.3
2,411.5
523.5
31.3
633.2
51.2
582.0
30.9
15.6
8.5
54.4
640.3
55.0
433.9
8.7
425.2
25.5
19.8
53.1
41.2
1,241.9
1,093.6
23.6
523.8
12.7
46.7
156.1
383.1
95.9
23.5
472.8
10.4
40.8
81.6
248.6
215.9
5,557.7
4,773.8
89
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Statement of Financial Position
€ millions
EQUITY AND LIABILITIES
Equity
Shareholders of Axel Springer SE
Non-controlling interests
Non-current provisions and liabilities
Provisions for pensions
Other provisions
Financial liabilities
Trade payables
Liabilities due to related parties
Other liabilities
Deferred tax liabilities
Current provisions and liabilities
Provisions for pensions
Other provisions
Financial liabilities
Trade payables
Liabilities due to related parties
Liabilities from income taxes
Other liabilities
Liabilities related to assets held for sale
Total equity and liabilities
Note 12/31/2014 12/31/2013
(11)
2,354.9
2,244.0
2,004.2
1,869.9
350.8
374.1
2,169.6
1,601.7
(13)
(14)
(15)
(36)
(16)
(26)
(13)
(14)
(15)
(36)
(16)
(2d), (5)
376.6
76.7
1,047.0
0.3
7.7
333.3
327.9
267.0
56.0
718.7
0.7
4.1
241.7
313.5
1,033.2
928.1
23.1
209.6
3.9
20.8
169.1
1.1
313.2
270.7
9.2
40.4
365.8
68.0
11.0
37.8
326.7
90.8
5,557.7
4,773.8
90
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Statement of
Comprehensive Income
€ millions
Consolidated Income Statement
Revenues
Other operating income
Change in inventories and internal costs capitalized
Purchased goods and services
Personnel expenses
Depreciation, amortization, and impairments
Other operating expenses
Income from investments
Result from investments accounted for using the equity method
Other investment income
Financial result
Income taxes
Income from continued operations
Income from discontinued operations
Net income
Net income attributable to shareholders of Axel Springer SE
Net income attributable to non-controlling interests
Basic/diluted earnings per share (in €) from continued operations
Basic/diluted earnings per share (in €) from discontinued operations
€ millions
Consolidated Statement of Recognized Income and Expenses
Note
Net income
Actuarial gains/losses from defined benefit pension obligations
Items that may not be reclassified into the income statement in future periods
Currency translation differences
Changes in fair value of available-for-sale financial assets
Changes in fair value of derivatives in cash flow hedges
Other income/loss from investments accounted for using the equity method
Items that may be reclassified into the income statement in future periods if certain criteria are met
Other income/loss
Comprehensive income
Comprehensive income attributable to shareholders of Axel Springer SE
Comprehensive income attributable to non-controlling interests
(28)
– 113.0
791.0
694.7
96.3
91
Note
2014
2013
3,037.9
2,801.4
164.7
29.0
145.3
17.7
– 990.0
– 925.8
– 974.4
– 921.6
– 255.6
– 155.1
– 757.2
– 697.7
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(2d)
(27)
(27)
81.4
– 2.5
83.9
– 21.1
– 78.9
235.7
668.3
904.1
799.8
104.3
1.71
6.37
2014
904.1
– 73.0
– 73.0
– 27.2
– 13.1
– 0.1
0.4
– 40.0
25.7
1.8
23.9
– 23.1
– 88.1
178.6
65.1
243.7
197.1
46.6
1.34
0.65
2013
243.7
2.5
2.5
– 65.4
11.5
– 0.4
0.0
– 54.3
– 51.9
191.9
150.7
41.1
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Statement of Cash Flows
Consolidated Statement of Cash Flows
€ millions
Net income
Reconciliation of net income to the cash flow from operating activities
Depreciation, amortization, impairments, and write-ups
Result from investments accounted for using the equity method
Dividends received from investments accounted for using the equity method
Result from disposal of consolidated subsidiaries and business units and intangible assets, property, plant,
and equipment, and financial assets
Changes in non-current provisions
Changes in deferred taxes
Other non-cash income and expenses
Changes in trade receivables
Changes in trade payables
Changes in other assets and liabilities
Cash flow from operating activities 1)
Proceeds from disposals of intangible assets, property, plant, and equipment
Proceeds from disposals of consolidated subsidiaries and business units, less cash and cash equivalents
given up
Proceeds from disposals of non-current financial assets
Proceeds from investments in short-term financial funds
Purchases of intangible assets, property, plant, equipment, and investment property
Purchases of shares in consolidated subsidiaries and business units less cash and cash equivalents
acquired
Purchases of investments in non-current financial assets
Cash flow from investing activities 1)
Dividends paid to shareholders of Axel Springer SE
Dividends paid to other shareholders
Purchase of non-controlling interests
Disposal of non-controlling interests
Purchase/Issuance of treasury shares
Repayments of liabilities under finance leases
Proceeds from other financial liabilities
Repayments of other financial liabilities
Additions to plan assets
Other financial transactions
Cash flow from financing activities 1)
Cash flow-related changes in cash and cash equivalents
Changes in cash and cash equivalents due to exchange rates
Changes in cash and cash equivalents due to changes in companies included in consolidation
Cash and cash equivalents at beginning of period
Reclassification relating to assets held for sale
Cash and cash equivalents at end of period
1) For the portion attributable to discontinued operations see note (2d)
€ millions
Cash flows contained in the cash flow from operating activities
Income taxes paid
Income taxes received
Interest paid
Interest received
Dividends received
92
Note
(7)
(7)
(29)
2014
904.1
249.9
2.5
3.0
2013
243.7
164.9
10.1
5.4
– 746.9
– 0.7
19.0
– 42.0
5.1
– 18.6
23.8
– 39.2
360.8
0.7
535.1
225.6
0.0
– 96.2
9.8
3.4
5.4
6.4
3.6
– 28.7
423.4
1.7
1.1
87.6
10.8
– 98.4
– 169.8
– 11.9
– 178.8
– 167.9
– 23.2
0.0
2.2
4.9
– 0.2
320.3
(2c)
– 507.7
(29)
– 64.8
92.7
– 178.1
– 102.7
– 460.8
6.0
0.0
– 0.9
567.0
– 170.9
– 315.0
0.0
– 3.5
– 25.0
– 7.0
(29)
– 343.8
– 210.9
109.6
– 2.8
0.1
248.6
27.6
383.1
33.7
– 7.9
– 3.7
254.1
– 27.6
248.6
(29)
2014
2013
– 401.5
– 183.1
34.0
– 30.4
5.6
14.9
39.8
– 21.7
8.8
19.2
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity
€ millions
Balance as of
01/01/2013
Net income
Other income/loss
Comprehensive income
Dividends paid
Purchase/Issuance of
treasury shares
Change in consolidated
companies
Purchase and disposal of
non-controlling interests
Other changes
Balance as of
12/31/2013
Net income
Other income/loss
Comprehensive income
Dividends paid
Change in consolidated
companies
Purchase and disposal of
non-controlling interests
Other changes
Balance as of
12/31/2014
Accumulated other comprehensive income
Changes in fair value
Sub-
scribed
capital
Ad-
ditional
paid-in
capital
Accumu-
lated
retained
earnings
Treasury
shares
Currency
translation
Available-
for-sale
financial
assets
Deriva-
tives in
cash flow
hedges
Other
equity
Share-
holders
of Axel
Springer
SE
Non-
controlling
interests
Equity
98.9
44.0
1,755.9
– 2.8
53.0
1.4
– 0.2
– 62.6
1,887.5
365.6
2,253.1
197.1
197.1
– 167.9
2.1
2.8
– 0.1
– 5.6
0.2
– 56.7
– 56.7
8.0
8.0
– 0.1
– 0.1
2.3
2.3
197.1
– 46.4
150.7
46.6
– 5.5
243.7
– 51.9
41.1
191.9
– 167.9
– 23.2
– 191.1
4.9
0.0
– 0.1
– 5.4
4.9
2.9
2.1
2.9
2.2
– 14.5
– 19.9
98.9
44.2
1,781.6
0.0
– 3.7
9.4
– 0.3
– 60.3
1,869.9
374.1
2,244.0
799.8
799.8
– 178.1
– 23.3
– 23.3
– 9.1
– 9.1
– 0.1
– 0.1
– 72.6
– 105.1
– 72.6
694.7
– 7.9
96.3
– 113.0
791.0
799.8
104.3
904.1
– 178.1
– 51.2
– 229.2
0.0
9.5
9.5
– 384.9
– 79.3
– 464.1
2.5
1.2
3.7
– 383.4
– 1.4
1.1
1.4
98.9
45.3
2,021.3
0.0
– 28.5
0.3
– 0.4
– 132.9
2,004.2
350.8
2,354.9
93
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Consolidated Segment Report
Consolidated Segment Report
Operating segments (31)
Paid Models
Marketing Models
Classified Ad Models
Services/Holding
Consolidated totals
€ millions
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
External revenues
1,561.4
1,521.5
794.1
716.5
512.0
402.6
170.5
160.8
3,037.9
2,801.4
Internal revenues
7.8
16.8
11.0
9.7
0.5
1.1
Segment revenues
1,569.1
1,538.3
805.1
726.3
512.5
403.7
205.5
376.1
211.0
371.8
244.2
250.1
109.7
103.4
221.4
163.8
– 68.2
– 63.0
507.1
454.3
15.6%
16.4%
13.8%
14.4%
43.2%
40.7%
16.7%
16.2%
4.2
3.6
4.6
4.2
3.5
– 1.5
3.4
– 3.3
– 1.6
– 1.5
0.0
0.0
3.8
0.0
4.0
10.7
12.1
0.0
– 1.2
1.8
– 35.9
– 24.9
– 16.9
– 9.6
– 19.1
– 14.2
– 40.6
– 46.0
– 112.5
– 94.7
208.2
225.2
92.8
93.9
202.3
149.6
– 108.8
– 108.9
394.6
359.7
EBITDA1)
EBITDA margin1)
Thereof income from
investments
Thereof accounted for
using the equity method
Depreciation, amortiza-
tion, impairments and
write-ups (except from
non-recurring effects and
purchase price
allocations)
EBIT1)
Amortization and
impairments from
purchase price
allocations
Non-recurring effects
– 1.5
8.6
37.8
– 9.0
41.6
– 19.1
– 18.5
– 47.6
– 12.0
– 37.0
– 28.9
– 12.8
– 0.1
– 32.9
– 0.1
– 103.9
– 59.4
2.8
45.0
– 10.4
Segment earnings before
interest and taxes
Financial result
Income taxes
Income from continued
operations
Income from
discontinued operations
Net income
187.6
215.3
82.9
72.9
206.9
107.9
– 141.7
– 106.2
335.7
289.8
– 21.1
– 23.1
– 78.9
– 88.1
235.7
178.6
668.3
65.1
904.1
243.7
1) Adjusted for non-recurring effects (see note (31)).
Geographical information (31)
€ millions
Germany
Other countries
Consolidated totals
2014
2013
2014
2013
2014
2013
External revenues
1,728.7
1,637.0
1,309.3
1,164.4
3,037.9
2,801.4
Non-current segment assets
1,099.1
1,180.2
2,474.0
1,926.5
3,573.1
3,106.7
94
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial
Statements
General information
(1) Basic principles
Axel Springer SE is an exchange-listed stock corporation
with its registered head office in Berlin, Germany. The
principal activities of Axel Springer SE and its subsidiar-
ies (“Axel Springer Group”, “Axel Springer” or the
“Group”) are described in note (30a).
On February 17, 2015, the Executive Board of Axel
Springer SE authorized the consolidated financial state-
ments for fiscal year 2014 and subsequently presented
them to the Supervisory Board for approval. The consol-
idated financial statements were prepared by application
of Section 315a HGB in accordance with the Internation-
al Financial Reporting Standards (IFRS) of the Interna-
tional Accounting Standards Board (IASB) and the inter-
pretations of the IFRS Interpretations Committee (IFRS
IC) approved by the IASB, in effect and recognized by
the European Union (EU) at the reporting date. The re-
porting currency is the Euro (€); unless otherwise indi-
cated, all figures are stated in Euro millions (€ millions).
Totals and percentages have been calculated based on
the Euro amounts before rounding and may differ from a
calculation based on the reported million Euro amounts.
The consolidated financial statements and consolidated
management report will be published in the Federal
Gazette in Germany.
(2) Consolidation
(a) Consolidation principle
The financial consolidated statements include Axel
Springer SE and its subsidiaries over which Axel Springer
SE either directly or indirectly has control, can influence
variable outflows from the subsidiary, and is exposed to
the variability of these outflows.
The consideration transferred in business combinations
is offset against the pro-rated fair value of the acquired
assets and liabilities at the acquisition date. Any remain-
ing positive difference allocated to our interests is capital-
ized as goodwill and recognized in the amount allocated
to our shares, unless we acquire all shares in the com-
pany. Negative differences are immediately recognized
as income. The acquisition date indicates the time at
which the option for gaining control of the acquired busi-
ness or company was obtained. We offset differences
arising from disposals and purchases of non-controlling
interests in equity.
Associated companies in which the Axel Springer Group
can exert significant influence over the financial and
operating policies, as well as joint venture companies
that are managed jointly by Axel Springer and one or
more other parties, are included in the consolidated
financial statements by application of the equity method.
The IFRS separate and consolidated financial statements
of these companies as at the Axel Springer Group’s
reporting date, respectively, serve as the basis for apply-
ing the equity method. Goodwill and assets and liabilities
included in the amortized carrying amount are accounted
for using the accounting principles applied to business
combinations. Losses that exceed the carrying amount
of the investment, or any other long-term receivables
related to the financing of these companies, are not
recognized, unless the Axel Springer Group is bound by
additional contribution requirements. Intercompany prof-
its and losses are eliminated on a pro-rated basis. The
carrying amounts of investments are tested for impair-
ment; if impairments exist, they are written down to the
lower recoverable amount.
95
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(b) Companies included in the consolidated
financial statements
Companies included in the consolidated financial state-
ments broke down as follows:
Fully consolidated companies
Germany
Other countries
Investments accounted for using the
equity method
Germany
Other countries
12/31/2014 12/31/2013
67
92
5
5
64
82
4
3
Consolidated companies are listed in note (42). Essen-
tially, the following changes occurred in 2014
In June, we acquired 88 % of the shares in Vertical Media
GmbH, Berlin, and 51 % of the shares in ImmoSolve
GmbH, Bad Bramstedt. The companies have been in-
cluded in our consolidated financial statements since the
acquisition date.
At the end of July 2014, we purchased 51 % of the
shares in Car&Boat Media S.A.S., Paris, France, and
have fully consolidated this company as well as one
further foreign subsidiary since then.
At the beginning of August 2014, we acquired all of the
shares in MeinProspekt GmbH, Munich, and have fully
consolidated the company since then.
At the end of September 2014 we acquired 65 % of the
shares in WEBIMM SAS, Paris, France, and have fully
consolidated the company since then.
At the beginning of January, we acquired 60 % of the
shares in My Little Paris S.A.S., Paris, France, and 100 %
of the shares in Merci Alfred S.A.S., Paris, France. As a
consequence, both entities and two further foreign sub-
sidiaries have been fully consolidated since then.
At the beginning of October 2014 we acquired 16.8 % of
the shares in Ozy Media, Inc., Mountain View, USA. Since
then, we have included the company as an associate in
our consolidated financial statements using the equity
method.
Since the beginning of January, Project A Ventures
GmbH & Co. KG, Berlin, and MDB S.A.S., Evry, France,
have been included in our consolidated financial state-
ments as associate companies using the equity method.
At the end of October 2014 we acquired 100 % of the
shares in Evenbase Recruitment Ltd., London, Great
Britain, and have fully consolidated the company since
then.
The acquisition of all shares in the N24 Group, Berlin,
was finalized at the end of February. As a consequence
of this acquisition, the N24 Group, consisting of three
domestic subsidiaries after a group internal reorganiza-
tion, has been fully consolidated since then.
At the end of May 2014, we acquired 100 % of the
shares in Coral-Tell Ltd., Tel Aviv, Israel, and have fully
consolidated the company since then.
At the end of May 2014, we purchased 80 % of the
shares in Skapiec Sp. z.o.o., Wroclaw, Poland, and 80 %
of the shares in Opineo Sp. z.o.o., Wroclaw, Poland. The
two companies have been consolidated since then.
At the beginning of November 2014, the integration of
the Hungarian business activities of Axel Springer and
Ringier in Ringier Axel Springer Media AG was finalized,
and Blikk Kft., Budapest, Hungary, a subsidiary contrib-
uted by Ringier, was fully consolidated for the first time.
In this context, we sold our shares in five previously fully-
consolidated Hungarian companies at the end of July
2014.
The acquisition of 50 % of shares in AS TYFP Media
GmbH & Co. KG, Munich, was finalized in November.
Since then, the company has been included in the con-
solidated financial statements using the equity method.
96
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The sale of the Group’s German regional newspapers, TV
program guides, and women’s magazines to FUNKE
Mediengruppe was finalized on April 30, 2014. As a con-
sequence, seven domestic companies were deconsoli-
dated. Furthermore, the sale of the business activities
and investments in the Czech Republic became effective
on April 30, 2014. As a result, two companies that were
previously fully consolidated and one company that was
formerly accounted for using the equity method were de-
consolidated.
In the middle of December, we sold our shares in Metri-
go GmbH, Hamburg, which was previously fully consoli-
dated. As a consequence, the company was deconsoli-
dated.
(c) Acquisitions and divestitures
To broaden our activities in the women’s portals sector,
we acquired 60 % of the shares in My Little Paris
S.A.S., Paris, France, and 100 % of the shares in Merci
Alfred S.A.S., Paris, France, via the aufeminin Group in
January 2014. Reciprocal call and put options were
agreed upon for the remaining 40 % of the shares in My
Little Paris, in which the purchase price to be paid has
not been contractually limited and will be measured by
the future corporate earnings of My Little Paris.
The acquisition costs amounted to € 59.6 million and
consisted of the purchase price paid in the reporting
period in the amount of € 21.1 million, the payment of a
liability assumed in the amount of € 0.6 million, and a
contingent purchase price liability in the value of
€ 37.9 million for the agreed option rights, which was
recorded at the acquisition date. The acquisition-related
expenses recorded in other operating expenses of the
fiscal year amounted to € 0.2 million.
Based on the purchase price allocation, the acquisition
costs were allocated to the purchased assets and liabili-
ties at the acquisition date as follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost
Goodwill
Carrying
amount
after
acquisition
16.8
0.1
0.1
4.2
1.4
3.4
– 3.9
– 1.6
– 5.8
14.7
59.6
44.9
Of the intangible assets acquired, intangible assets with
carrying amounts of € 10.1 million have indefinite useful
lives. The non-tax-deductible goodwill is above all at-
tributable to inseparable values such as employee exper-
tise and expected synergy effects from the integration,
and was allocated to the Marketing Models segment.
The gross amount of the acquired trade account receiv-
ables was € 4.4 million. Corresponding valuation allow-
ances in the amount of € 0.2 million were recorded.
Since first inclusion as of January 1, 2014, My Little Paris
and Merci Alfred contributed to consolidated revenues in
the amount of € 22.7 million and to consolidated net
income in the amount of € 2.9 million.
At the end of February 2014, we acquired 100 % of the
shares in N24 Media GmbH, Berlin, and thus obtained
control over the N24 Group. The acquisition represents
an additional strategic investment towards digitalization
of journalism. The news station N24 will become a cen-
tralized supplier of video for all Axel Springer brands. At
97
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
the same time, N24 and the WELT Group were merged
in the newly-established WeltN24 as of January 1, 2015.
The acquisition costs consisting of the paid purchase
price amounted to € 116.7 million. The acquisition-
related expenses recorded in other operating expenses
of the fiscal year amounted to € 0.3 million.
Based on the purchase price allocation, the acquisition
costs were allocated to the purchased assets and liabili-
ties at the acquisition date as follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost
Goodwill
Carrying
amount
after
acquisition
42.1
3.9
4.8
7.5
7.1
31.8
– 25.1
– 8.5
– 12.4
51.4
116.7
65.3
Of the intangible assets acquired, intangible assets with
carrying amounts of € 18.0 million have indefinite useful
lives. The non-tax-deductible goodwill is above all attribut-
able to inseparable values such as employee expertise
and expected synergy effects from the integration, and
was allocated to the Paid Models segment.
The gross amount of the acquired trade account receiv-
ables was € 8.1 million. Corresponding valuation allow-
ances in the amount of € 0.6 million were recorded.
amount of € 2.9 million. If N24 had already been fully
consolidated at January 1, 2014, N24 would have con-
tributed to consolidated revenues in the amount of
€ 83.2 million and to consolidated net income in the
amount of € 2.5 million.
To broaden our activities in the online classifieds sector,
we have acquired 100 % of the shares in Coral-Tell Ltd.,
Tel Aviv, Israel, at the end of May 2014. We thus gained
control over the leading classified ad portal Yad2
(yad2.co.il) in Israel. The acquisition was carried out by
Axel Springer Digital Classifieds.
The acquisition costs amounted to € 170.1 million and
consisted of the purchase price paid in the reporting
period. The acquisition-related expenses recorded in
other operating expenses of the fiscal year amounted to
€ 0.4 million.
Based on the purchase price allocation, the acquisition
costs were allocated to the purchased assets and liabili-
ties at the acquisition date as follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost
Goodwill
Carrying
amount
after
acquisition
78.4
0.2
1.6
5.2
0.5
6.0
– 8.4
– 0.5
– 21.1
61.9
170.1
108.2
Since first inclusion as of February 28, 2014, N24 con-
tributed to consolidated revenues in the amount of
€ 70.2 million and to consolidated net income in the
Of the intangible assets acquired, intangible assets with
carrying amounts of € 47.3 million have indefinite useful
lives. The non-tax-deductible goodwill is above all at-
98
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
tributable to inseparable values such as employee exper-
tise, expected synergy effects from the integration and
the strategic advantages resulting from the leading mar-
ket position of the acquired company, and was allocated
to the Classified Ad Models segment.
Based on the purchase price allocation, the acquisition
costs were allocated to the purchased assets and liabili-
ties at the acquisition date as follows:
The gross amount of the acquired trade account receiv-
ables was € 5.5 million. Corresponding valuation allow-
ances in the amount of € 0.4 million were recorded.
€ millions
Intangible assets
Property, plant, and equipment
Carrying
amount
after
acquisition
81.4
0.7
8.6
2.5
3.2
– 9.8
– 3.5
– 26.6
56.6
153.2
96.6
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost
Goodwill
Of the intangible assets acquired, intangible assets with
carrying amounts of € 38.8 million have indefinite useful
lives. The non-tax-deductible goodwill is above all at-
tributable to inseparable values such as employee exper-
tise, expected synergy effects from the integration and
the strategic advantages resulting from the leading mar-
ket position of the acquired company, and was allocated
to the Classified Ad Models segment.
The gross amount of the acquired trade account receiv-
ables was € 9.7 million. Corresponding valuation allow-
ances in the amount of € 1.1 million were recorded.
Since first inclusion, Car & Boat Media contributed to
consolidated revenues in the amount of € 21.3 million
and to consolidated net income in the amount of
€ 4.0 million. If Car & Boat Media had already been fully
consolidated at January 1, 2014, Car & Boat Media
would have contributed to consolidated revenues in the
amount of € 50.4 million and to consolidated net income
in the amount of € 9.1 million.
Since first inclusion, Coral-Tell contributed to consolidat-
ed revenues in the amount of € 11.2 million and to con-
solidated net income in the amount of € 3.4 million. If
Coral-Tell had already been fully consolidated at Janu-
ary 1, 2014, Coral-Tell would have contributed to consol-
idated revenues in the amount of € 17.4 million and to
consolidated net income in the amount of € 4.2 million.
To broaden our activities in the online classifieds sector,
we have acquired 51 % of the shares in Car & Boat
Media S.A.S., Paris, France, at the end of July 2014.
With LaCentrale.fr the company particularly operates the
leading specialized classifieds ad portal for used cars in
France as well as other portals in the car and boat sector.
Reciprocal call and put options were agreed upon for the
remaining 49 % of the shares, in which the purchase
price to be paid will be measured by the future corporate
earnings of Car & Boat Media and has not been contrac-
tually limited. The acquisition was carried out by Axel
Springer Digital Classifieds.
The acquisition costs amounted to € 153.2 million and
consisted of the purchase price paid in the reporting
period in the amount of € 72.9 million, and a contingent
purchase price liability in the value of € 80.3 million for
the agreed option rights, which was recorded at the
acquisition date. The acquisition-related expenses
recorded in other operating expenses of the fiscal year
amounted to € 0.5 million.
99
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
To broaden our activities in the online classifieds sector,
we have acquired 100 % of the shares in Evenbase
Recruitment Ltd., Havant, Great Britain, via the
StepStone Group at the end of October 2014. Evenbase
Recruitment Ltd. operates the job website jobsite.co.uk
along with brands such as CityJobs.com and eMed-
careers.com.
The preliminary acquisition costs amounted to
€ 114.4 million and consisted of the purchase price paid
in the reporting period. The acquisition-related expenses
recorded in other operating expenses of the fiscal year
amounted to € 2.3 million.
Based on the preliminary purchase price allocation, the
preliminary acquisition costs were allocated to the pur-
chased assets and liabilities at the acquisition date as
follows:
€ millions
Intangible assets
Property, plant, and equipment
Trade receivables
Other assets
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost (preliminary)
Goodwill (preliminary)
Carrying
amount
after
acquisition
56.5
1.3
4.3
7.2
– 4.3
– 1.7
– 10.7
52.6
114.4
61.8
The purchase price allocation considers all knowledge
and adjusting events about conditions that already exist-
ed at the acquisition date, and has not yet been com-
pleted, particularly due to the closeness in time to the
reporting date.
Of the intangible assets acquired, intangible assets with
carrying amounts of € 32.6 million have indefinite useful
lives. The non-tax-deductible goodwill is above all at-
tributable to inseparable values such as employee exper-
tise, expected synergy effects from the integration and
the strategic advantages resulting from the leading mar-
ket position of the acquired company, and was allocated
to the Classified Ad Models segment.
The gross amount of the acquired trade account receiv-
ables was € 4.4 million. Corresponding valuation allow-
ances in the amount of € 0.1 million were recorded.
Since first inclusion, Evenbase contributed to consolidat-
ed revenues in the amount of € 6.1 million and to con-
solidated net income in the amount of € 1.1 million. If
Jobsite had already been fully consolidated at Janu-
ary 1, 2014, Jobsite would have contributed to consoli-
dated revenues in the amount of € 38.7 million and to
consolidated net income in the amount of € 7.7 million.
The other business combinations finalized in the year
2014 included the acquisition of Skapiec Sp. z o.o. (80 %)
and Opineo Sp. z o.o. (80 %), Vertical Media GmbH
(88 %), ImmoSolve GmbH (51 %), MeinProspekt GmbH
(100 %), WEBIMM SAS (65 %) and Blikk Kft. (100 %).
These acquisitions were generally carried out in the con-
text of our strategy to become the leading digital pub-
lisher and individually had no major effects on the finan-
cial position, liquidity, and financial performance of the
Axel Springer Group during the 2014 financial year.
The consideration transferred for these acquisitions in
the amount of € 40.3 million contained the purchase
prices paid in the financial year as well as contingent
consideration in the amount of € 5.7 million. The acquisi-
tion-related expenses recorded in other operating ex-
penses amounted to € 1.5 million.
The contingent consideration resulted from option rights
for the acquisition of the remaining shares in the compa-
nies. They were measured on the basis of the current fair
value of the options at the acquisition date. The current
fair value predominantly depends on earnings perfor-
mance of the acquired companies in the years prior to
possible exercise dates of the options.
100
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Based on the purchase price allocations, the cumulative
acquisition costs were allocated to the purchased assets
and liabilities at the respective acquisition dates as follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Deferred tax liabilities
Net assets
Share of non-controlling interests in net assets
Acquisition cost
Goodwill
Carrying
amount
after
acquisition
25.1
0.2
0.0
2.1
1.1
4.0
– 3.6
– 6.1
22.9
5.2
40.3
22.6
Of the intangible assets acquired in these acquisitions,
intangible assets with carrying amounts of € 14.8 million
have indefinite useful lives. The non-tax-deductible
goodwill is above all attributable to inseparable values
such as employee expertise, expected synergy effects
from the integration and is assigned to the Paid Models
(€ 8.8 million), Marketing Models (€ 8.7 million), and
Classified Ad Models (€ 5.2 million) segments.
Since their respective initial consolidation, these compa-
nies have contributed to 2014 consolidated revenues in
the amount of € 8.6 million and to 2014 consolidated net
income in the amount of € 1.5 million. If the acquisitions
had already been finalized on January 1, 2014, 2014,
consolidated revenues would have increased by
€ 13.9 million, and consolidated net income by
€ 2.8 million.
In December 2014, Axel Springer increased its share in
Axel Springer Digital Classifieds GmbH from 70 % to
85 % via a cash payment in the amount of € 446 million.
The proportion of net assets related to non-controlling
interests in Axel Springer Digital Classifieds was reduced
by € 85.0 million. The accumulated retained earnings
related to shareholders of Axel Springer SE fell by
€ 362.6 million and the other accumulated comprehen-
sive income increased by € 1.5 million. In addition, Axel
Springer has agreed on a binding basis with General
Atlantic regarding an option to acquire the remaining
15 % of the shares. As far as it is possible and allowed,
General Atlantic will receive Axel Springer shares in re-
turn if the option is exercised. In the event that Axel
Springer shares are not allowed to be granted, Axel
Springer can acquire the remaining 15 % of the shares
for a purchase price of an additional € 446 million plus
interest.
Additional transactions carried out in 2014, as well as
finalizations of purchase price allocations arising from
acquisitions of companies in the prior year, had no mate-
rial effects individually and collectively on the financial
position, liquidity, and financial performance of the Axel
Springer Group.
In November 2014 an agreement was signed regarding
acquisition of 51 % of shares in @Leisure Holding B.V.,
Amsterdam, the Netherlands, and its subsidiaries. The
company is a leading European operator of online bro-
kerage portals for vacation home rentals and operates –
among others – the portals belvilla.com and casamun-
do.com. The transaction was finalized at the beginning of
January 2015. The preliminary acquisition costs amount-
ed to € 64.8 million. The acquisition-related expenses
recorded in other operating expenses of the fiscal year
amounted to € 0.8 million. Because the acquisition oc-
curred shortly before the publication of this Annual Re-
port, audited financial information regarding the acquired
net assets is not yet available.
101
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Acquisitions and divestitures in the prior year:
In the context of the growth campaign in the online clas-
sified advertising sector, we acquired control of Saon-
group Ltd., Dublin, Ireland, and thus of its subsidiaries
(hereinafter collectively: Saongroup) at the beginning of
November 2013. Saongroup is a worldwide operator of
online job portals.
Of the intangible assets acquired, intangible assets with
carrying amounts of € 16.0 million have indefinite useful
lives. The non-tax-deductible goodwill is above all attribut-
able to inseparable values such as employee expertise,
expected synergy effects from the integration and the
strategic advantages resulting from the leading market
position of the acquired company and was allocated to the
Classified Ad Models segment.
The preliminary acquisition costs in the amount of the
purchase price paid in 2013 totaled € 76.1 million. The
acquisition-related expenses recorded in other operating
expenses of the reporting year 2013 amounted to
€ 1.4 million.
Based on the preliminary purchase price allocations as
of December 31, 2013, the preliminary acquisition costs
were allocated to the purchased assets and liabilities as
follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost (preliminary)
Goodwill (preliminary)
Carrying
amount
after
acquisition
40.8
0.3
1.6
2.5
2.9
1.8
– 4.3
– 1.8
– 8.5
35.2
76.1
40.9
The gross amount of the acquired trade accounts re-
ceivable was € 2.6 million. Corresponding valuation
allowances in the amount of € 0.1 million were recorded.
Since first inclusion, Saongroup contributed to 2013
consolidated revenues in the amount of € 1.8 million and
to 2013 consolidated net income in the amount of
€ - 0.6 million. If Saongroup had already been fully con-
solidated at January 1, 2013, Saongroup would have
contributed to 2013 consolidated revenues in the
amount of € 17.2 million and to 2013 consolidated net
income in the amount of € – 3.4 million.
In the context of the growth campaign in the online clas-
sified advertising sector, we acquired control of YOUR-
CAREERGROUP International GmbH & Co. KG, Düssel-
dorf, and YourCareerGroup AG, Düsseldorf, (hereinafter
collectively YourCareerGroup) at the end of December
2013. YourCareerGroup is Germany’s leading operator
of online job portals for the hotel, gastronomy, and tour-
ism industries.
The preliminary acquisition costs amounted to
€ 47.5 million, comprising the purchase price of
€ 39.1 million paid in 2013, a liability of € 6.9 million for
a purchase price retention, and an expected purchase
price adjustment of € 1.5 million recognized as a liability.
The acquisition-related expenses recorded in other op-
erating expenses of the reporting year 2013 amounted to
€ 0.3 million.
102
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Based on the preliminary purchase price allocations as
of December 31, 2013, the preliminary acquisition costs
were allocated to the purchased assets and liabilities as
follows:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Trade payables
Deferred tax liabilities
Net assets
Acquisition cost (preliminary)
Goodwill (preliminary)
Carrying
amount
after
acquisition
20.4
0.1
0.0
0.5
0.3
2.3
– 1.1
0.0
– 5.6
16.8
47.5
30.7
Of the intangible assets acquired, intangible assets with
carrying amounts of € 10.0 million have indefinite useful
lives. The amount of € 5.0 million of the resulting goodwill is
expected to be deductible for tax purposes. The goodwill is
above all attributable to inseparable values such as em-
ployee expertise, expected synergy effects from the inte-
gration and the strategic advantages resulting from the
leading market position of the acquired company and was
allocated to the Classified Ad Models segment.
The gross amount of the acquired trade accounts receiva-
bles was € 0.5 million. Corresponding valuation allowances
in the amount of € 0.1 million were recorded.
Due to the acquisition at the end of the financial year, no
revenues and no operating profits from YourCareerGroup
were recognized in the 2013 consolidated financial state-
ments. If YourCareerGroup had already been fully consoli-
dated at January 1, 2013, YourCareerGroup would have
contributed to 2013 consolidated revenues in the amount
of € 6.6 million and to 2013 consolidated net income in the
amount of € 0.6 million.
At the end of December 2013, Autoreflex.com SAS,
Paris, France, and two related French holding companies
were deconsolidated because the possibility of exercis-
ing the call options enabling control at any time no longer
exists. The loss on deconsolidation recorded in other
operating expenses amounted to € 14.5 million. The
following table shows the carrying amounts of the
ass¬ets and liabilities disposed of:
€ millions
Goodwill
Other intangible assets
Property, plant, and equipment
Trade receivables
Other assets
Cash and cash equivalents
Provisions and other liabilities
Trade payables
Deferred tax liabilities
Disposal net assets
Share of non-controlling interests in net assets
Deconsolidation result
Carrying
amount
9.4
13.6
0.1
5.5
0.6
1.0
– 9.7
– 2.0
– 4.6
13.9
– 0.6
– 14.5
Additional transactions carried out in fiscal year 2013, as
well as finalizations of purchase price allocations arising
from acquisitions of companies in the prior year, had no
material effects individually and collectively on the finan-
cial position, liquidity, and financial performance of the
Axel Springer Group.
(d) Discontinued operations
As in the previous year, the German regional newspapers,
TV program guides, and women’s magazines as well as
the business activities and investments held by Ringier
Axel Springer Media in the Czech Republic, are shown
separately as discontinued operations in the 2014 consol-
idated financial statements.
103
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The assets and liabilities of the sold operations are
shown in the following table:
€ millions
Goodwill
Other intangible assets
Property, plant, and equipment
Non-current financial assets
Deferred tax assets
Inventories
Trade receivables
Other assets
Cash and cash equivalents
Provisions for pensions
Other provisions
Trade payables
Other liabilities
Deferred tax liabilities
Disposal net assets
Cumulative translation differences
Net realizable value after deduction of contractual
guarantees
Gain on disposal before taxes
Income taxes
Gain on disposal after taxes
Carrying
amounts
41.1
86.5
21.5
5.9
3.2
2.5
13.2
15.1
38.1
– 17.2
– 6.4
– 8.5
– 40.5
– 18.0
136.4
6.6
1,040.4
897.4
– 248.3
649.2
The sale of the Group’s German regional newspapers,
TV program guides, and women’s magazines to FUNKE
Mediengruppe was finalized on April 30, 2014, with
economic effect as of January 1, 2014. Before the con-
tractually agreed purchase price adjustment the pur-
chase price was € 920 million. Upon finalization of the
purchase agreement a provisional purchase price of
€ 874.8 million was calculated. This calculation reflected
the circumstance, among others, that the buyer as-
sumed net liabilities as part of the transaction. Of the
provisional purchase price, an amount of € 634.1 million
was paid in cash; for the balance, FUNKE Mediengruppe
assumed a multi-year, subordinated loan obligation vis-
à-vis Axel Springer SE in the amount of € 240.7 million.
The provisional purchase price was increased by
€ 1.9 million as of December 31, 2014. The final pur-
chase price calculation will be carried out in the first half
of 2015. In connection with the disposal, a tax burden of
€ 248.3 million is anticipated.
In order to fulfill a proviso imposed in connection with
merger control law, FUNKE Mediengruppe sold some of
the TV program guides acquired under the transaction,
as well as some of its own TV program guides, to a
company of Klambt Mediengruppe. To assist in the
financing of this acquisition, Axel Springer SE guaranteed
a bank loan taken out by this company of Klambt Me-
diengruppe, up to an amount of € 51.0 million (Value as
of December 31, 2014: € 43.1 million).
In addition, Ringier Axel Springer Media AG has sold its
business activities and investments in the Czech Repub-
lic to two Czech entrepreneurs effective with approval
from the Czech cartel authorities on April 30, 2014.
These activities included the leading mass-circulation
daily BLESK and the leading news magazine REFLEX, as
well as automotive magazines and women’s magazines.
The purchase price that was based on a company value
of € 170 million amounted to € 196.5 million and reflect-
ed particularly the net assets transferred to the buyer
104
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The results of the discontinued operations are as follows:
(e) Translation of separate financial statements
€ millions
Revenues
Other operating income
Expenses
Operating result from discontinued
operations (before taxes)
Income taxes
Operating result from discontinued
operations (after taxes)
2014
181.3
2.8
2013
572.6
8.6
– 155.7
– 476.0
28.4
– 9.1
105.1
– 28.0
19.3
77.2
Impairment loss due to remeasurement
to fair value less costs to sell
0.0
– 12.1
Gain on disposal of discontinued
operations before taxes
Taxes on the gain on disposal
Gain on disposal of discontinued
operations after taxes
Income from discontinued operations
Thereof attributable to shareholders of
Axel Springer SE
Thereof attributable to non-controlling
interests
897.4
– 248.3
649.2
668.4
0.0
0.0
0.0
65.1
630.7
64.2
37.7
0.9
The following table shows the cash inflows and cash
outflows attributed to the discontinued operations:
€ millions
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
2014
21.5
533.5
0.0
2013
84.5
– 3.9
0.0
denominated in foreign currency
Assets and liabilities of subsidiaries for which the func-
tional currency is not the euro have been translated at
the exchange rate in effect on the reporting date. The
goodwill and fair value adjustments of assets and liabili-
ties related to the acquisition of companies outside the
European Monetary Union are assigned to the acquired
company and accordingly translated at the exchange
rate in effect on the reporting date.
Items of the income statement of these subsidiaries have
been translated at the weighted average exchange rate
for the year. Equity components have been translated at
the historical exchange rate at the date of origination.
Foreign exchange differences resulting from the transla-
tion have been recognized within accumulated other
comprehensive income and/or non-controlling interests.
The exchange rates to the euro of foreign currencies that
are significant for Axel Springer Group underwent the
following changes in the past year:
Average price
Exchange rate on
balance sheet date
2014
2013 12/31/2014 12/31/2013
4.18
1.21
4.20
1.23
4.32
1.20
4.15
1.23
308.60
296.72
315.31
297.02
1 € in foreign
currency
Polish zloty
Swiss franc
Hungarian
forint
British pound
0.81
0.85
0.78
0.83
(3) Explanation of significant accounting and
valuation methods
(a) Basic Principals
The accounting and valuation principles applied uniformly
across the Axel Springer Group in fiscal year 2014 are
basically the same as those applied in the prior year.
For information on the accounting and valuation methods
resulting from new or revised IFRSs and IFRS IC Inter-
pretations, please refer to note (3q).
105
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(b) Recognition of income and expenses
The Axel Springer Group mainly generates circulation
and advertising revenues. Revenues are recognized at
the time when the significant risks of ownership have
passed to the buyer/the services have been rendered,
the amount of revenue can be reliably measured, and it
is sufficiently probable that the economic benefits will
flow to the enterprise. Revenues are stated net of any
discounts allowed. Revenues from services rendered
over a certain period in an indefinite number of transac-
tions are recognized on a straight-line basis over the
contractual term.
Circulation revenues encompass the sales of newspa-
pers and magazines to retailers, wholesalers, and sub-
scribers. Revenue is not recognized for that portion of
products sold, which can be expected, on the basis of
historical experience, to be returned. Additionally, circula-
tion revenues comprise the sale of digital applications
and formats.
The advertising revenues encompass revenues from
sales of advertising spaces in the published newspapers
and magazines and the revenues generated in the cate-
gories of display, affiliate marketing, online classifieds,
and search.
Where significant risks and rewards of business activities
do not lie with the Axel Springer Group or the income is
collected in the interest of third parties, only the corre-
sponding commission income or proportion of revenue
accruing to the Axel Springer Group are recognized as
revenues.
Offers that contain multiple service components are
separated for purposes of revenue recognition when the
delivered components have an independent benefit and
the market values of goods not yet delivered or services
not yet performed can be determined objectively. The
total remuneration for these offers is distributed in princi-
ple among the individual service components in such a
way that the service components still to be provided are
allocated remuneration in the amount of their fair value,
and then the service components already provided are
allocated the remaining remuneration in proportion to
their fair values.
Revenues from barter transactions are recognized if the
goods or services exchanged are dissimilar and the
amount of revenue can be measured reliably. Revenues
are measured at the fair value of services received. If the
fair value of the service received under barter transac-
tions cannot be measured reliably, the fair value is de-
termined on the basis of the service rendered.
Other income is recognized when the future inflow of
economic benefits from the transaction can be meas-
ured reliably and was received by the company during
the reporting period.
Operating expenses are recognized either when the
corresponding goods or services are sold or rendered,
or at the time of their origination.
Interest expenses and income are recognized on an
accrual basis in the period of their occurrence. Interest
expenses incurred in connection with the acquisition and
production of qualified assets are capitalized as assets in
the financial statements. Dividend income is recognized
when the legal entitlement is constituted.
(c) Intangible assets
Internally generated intangible assets are measured as
the sum of costs incurred in the development phase
from the time when the technical and economic feasibil-
ity has been demonstrated until the time when the intan-
gible asset has been completed. The capitalized produc-
tion costs include all costs that are directly or indirectly
allocable to the development phase. Costs for the self-
development of websites are capitalized only when the
website directly serves the generation of revenues. Pur-
chased intangible assets are measured at cost.
106
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Internally generated and purchased intangible assets that
have a determinable useful life are amortized over their
expected useful lives using the straight-line method,
starting from the time when they become available for
use by the enterprise, as follows:
For depreciation purposes, the following useful lives are
applied for property, plant, and equipment:
Software
Licenses
Supply rights
Internet platform
Customer relationships
Buildings
Leased buildings
Leasehold improvements
Printing machines
Editing systems
Other operational and business equipment
Useful life
in years
3 – 8
3 – 10
3 – 6
3 – 8
3 – 17
Useful life
in years
30 – 50
19 – 20
5 – 15
12 – 20
3 – 7
3 – 14
Intangible assets with an indefinite useful life, which
include goodwill, title rights, and brand rights, are not
amortized. At present, the use of these assets by the
company is not limited by any economic or legal
restrictions.
(d) Property, plant, and equipment
Property, plant, and equipment are measured at cost
and depreciated over their expected useful lives using
the straight-line method. Any gains or losses on the
disposal of property, plant, and equipment are recog-
nized as other operating income or expenses.
Leased assets whose economic benefits are attributable
to Axel Springer are recognized and measured at the
present value of the minimum future lease payments or
the lower fair value of the leased asset and depreciated
by the straight-line method over the minimum contract
term, taking any existing residual value into consideration.
When it is reasonably certain that ownership will pass to
Axel Springer at the end of the lease period, such assets
are depreciated over their useful lives. The present value
of the payment obligations associated with the minimum
future lease payments is recognized as a liability.
Capital investment subsidies and bonuses granted by
the government are recognized when it is reasonably
certain that the subsidies will be granted and the related
terms and conditions will be fulfilled. Bonuses and subsi-
dies granted for the acquisition or construction of prop-
erty, plant and equipment are recognized in a deferred
income item within other liabilities. In subsequent periods,
the deferred income item is released and recognized as
income over the useful life of the corresponding assets.
(e) Investment property
Investment property intended for lease to third parties is
measured at amortized cost. Such property is depreciat-
ed over a useful life of 50 years using the straight-line
method. For leased assets whose economic benefits are
attributable to Axel Springer, see note (3d).
(f) Recognition of impairment losses in intangible
assets, in property, plant, and equipment, and
in investment property
Impairment losses are recognized in intangible assets, in
property, plant, and equipment, and in investment prop-
erty when as a result of certain events or changed cir-
cumstances, the carrying amount of the asset exceeds
its recoverable amount (fair value less the costs to sell
or the value in use). If it is not possible to determine the
recoverable amount of an individual asset, the recovera-
ble amount for the next-higher group of assets is applied.
107
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Estimation uncertainties arise in the following assump-
tions applied in calculating the value-in-use of the report-
ing units:
Medium-term planning: The medium-term planning is
determined on the basis of past historical values, and
factors in business-segment-specific expectations about
future market growth. Here, we assume that cash flows
in the electronic media sector will usually exhibit higher
growth rates than in the print sector.
Discount rates: Based on the average weighted capital
costs of the sector in question, the discount rates of the
reporting units also consider country-specific risks,
which reflect the current market estimates.
Growth rates: The growth rates are determined on the
basis of published market research reports for the sec-
tors in question. In estimating the long-term growth rates,
due consideration was given to the compensatory ef-
fects between the different business lines, based on the
adopted strategy of the Group.
Impairment losses are reversed when the recoverable
amount exceeds the carrying amount of the asset due to
changes in the estimates upon which the measurement
is based. The reversal is limited to the amount that would
have resulted if previous impairment losses had not been
recognized. A recognized impairment loss in goodwill is
never reversed.
Goodwill and intangibles with indefinite useful lives ac-
quired in the context of business combinations are test-
ed at least once annually for impairment. In order to carry
out the impairment tests, these assets are assigned to
those cash-generating units or those cash-generating
groups (i.e. each “reporting unit”) that can be expected
to profit from the synergies of the business combinations.
These reporting units represent the lowest level at which
these assets are monitored for management purposes.
They generally correspond to individual titles and digital
media of the Axel Springer Group. In the case of inte-
grated business models, individual titles and digital me-
dia are summed up into a single reporting unit.
The impairment test is conducted by determining the
value in use of the reporting units, determined as the
sum of the discounted estimated future cash flows,
which are derived from the company’s medium-term
plan. The planning horizon for the medium-term planning
is five years. The value in use of the reporting units is
determined primarily by the terminal value, however. The
amount of the terminal value depends on the forecasted
cash flow in the fifth year of medium-term planning, on
the growth rate of the cash flows subsequent to the
medium-term planning, and on the discount rate. The
cash flows to be received after the five-year period are
extrapolated on the assumption of a growth rate of 1.5
to 4.0 % (PY: 1.5 to 2.5 %) which does not exceed the
assumed average market or industry growth rate.
In order to determine the present value, the discount
rates are calculated on the basis of the weighted average
capital costs of the Group, taking country-specific con-
siderations into account. The discount rates range from
6.3 % to 11.7 % (PY: from 6.3 % to 9.9 %) after tax or
from 8.2 % to 13.7 % (PY: from 8.2 % to 12.6 %) before
taxes.
108
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(g) Financial assets and liabilities
Financial assets are mainly composed of cash and cash
equivalents, deferred purchase price receivables, trade
receivables, receivables due from related parties, loans,
investments, securities, and financial derivatives with
positive market values. Financial liabilities are mainly
composed of trade payables, liabilities due to related
parties, liabilities due to banks, promissory notes, con-
tingent consideration, and financial derivatives with nega-
tive market values.
The initial recognition and derecognition of financial in-
struments coincide with the settlement dates of custom-
ary market purchases and sales of financial assets.
A financial asset is derecognized when the contractual
rights to the cash flows from the financial asset have
expired or have been transferred to third parties, or when
the Group has assumed a contractual obligation to pay
the cash flows to a third party, under which the risks and
rewards or the power of control were transferred. A finan-
cial liability is derecognized when the obligation underlying
the liability is settled or annulled, or has expired.
For financial assets and financial liabilities which need to
be measured at fair value, we apply the following valua-
tion hierarchy. Hereby, the input factors used in the
valuation models are categorized into three levels:
Level 1 – in active markets for identical assets or liabilities
(unadjusted) quoted prices (e.g., stock market prices),
models into the respective valuation hierarchy levels is
monitored at the end of each reporting period.
Investments and securities
Investments that have not been consolidated or ac-
counted for using the equity method in the consolidated
financial statements, as well as securities, are measured
at fair value if it can be determined reliably on the basis of
stock exchange or market prices and generally accepted
valuation methods, respectively. Otherwise, they are
measured at amortized cost. The valuation methods
employed include especially the discounted cash flow
method (DCF method) based on the expected invest-
ment income. We assume that the fair value of invest-
ments and securities is not reliably measurable when
either material valuation differences appear in estimating
fair values based on projections and scenarios, or when
the likelihood of such projections and scenarios cannot
be reliably determined. Any unrealized gains or losses
resulting from the changes in fair value of the financial
assets and liabilities, considering resulting tax effects, are
recognized in accumulated other comprehensive income.
Changes in fair value are not recognized in income until
the corresponding non-current financial assets are sold
or an impairment loss is recognized.
The carrying amounts of investments and securities are
reviewed at every reporting date to determine whether
there are objective indications of an impairment. If an
impairment is found to exist, an impairment loss is rec-
ognized and charged to income.
Level 2 – input factors other than quoted prices which
are observable for the asset or the liability, either directly
or indirectly (e.g., interest yield curves, forward rates),
and
Level 3 – input factors that are not observable on a mar-
ket for the asset or the liability (e.g., estimated future
results)
When determining fair value, the application of relevant
and observable input factors is given high priority,
whereas the application of non-observable input factors
is given less priority. The classification of the valuation
Loans, receivables, and other financial assets
Upon initial recognition, loans, receivables, and other
financial assets are measured at fair value plus transac-
tion costs. In subsequent periods, they are measured at
amortized cost, after deduction of any write-downs,
using the effective interest method. A write-down is
taken when objective indications suggest that the receiv-
able may not be fully collectible. Such an indication might
be the insolvency or other considerable financial prob-
lems of the debtor, for example. The amount of the
write-down is measured as the difference between the
carrying amount of the receivable and the present value
of the estimated future cash flows from this receivable,
109
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
discounted by application of the effective interest rate.
Write-downs are charged against income both in the
form of an account for allowances on doubtful accounts
and by means of direct write-downs. The account for
allowances on doubtful accounts is used, in particular,
for allowances on doubtful trade receivables and receiv-
ables due from related parties. If in subsequent periods
the fair value has objectively risen, the write-downs are
reversed and recognized in income in the appropriate
amounts.
Financial derivatives
Financial derivatives are utilized to hedge against curren-
cy and interest rate risks that have an influence on future
cash flows. They are measured at fair values based on
stock exchange or market prices, or using generally
accepted valuation methods. If the conditions for the
application of hedge accounting are met, changes in the
fair values, including the tax effects, are recognized di-
rectly in equity as accumulated other comprehensive
income. The amounts recognized in accumulated other
comprehensive income are recycled when the underlying
transaction is recognized on the balance sheet or in-
come statement. The changes in the fair value of deriva-
tives that do not meet the conditions for the application
of hedge accounting, despite their economic hedging
effect, are measured at fair value through profit and loss.
Furthermore, financial derivatives are used to cover the
risk of impairments of investments and securities. When
the underlying financial assets are recognized at amor-
tized costs because their fair values are not reliably
measurable, the financial derivative is recognized at
amortized costs as well.
Contingent consideration
Options and earn-out agreements in connection with
business combinations and the acquisition of non-
controlling interests are treated as contingent considera-
tion at fair value. To the extent it can be reliably meas-
ured, this value is derived from the estimated profit
trends of the acquired companies in the years prior to
the possible exercise dates of the options or the pay-
ment dates of the earn-outs. In the subsequent periods,
changes in the fair value are recognized immediately in
income. The discount rates are determined on the basis
of the interest rates charged on the Group’s borrowings.
The earnings used as a basis for measurement are gen-
erally EBITDA figures adjusted for material non-recurring
effects. In case of an increase/a decrease of the relevant
earnings measures by 10 %, the value of the contingent
consideration would also fluctuate by 10 %.
Other financial liabilities
Upon initial recognition, other non-derivative financial
liabilities are measured at fair value less transaction costs.
In subsequent periods, they are measured at amortized
cost using the effective interest method.
(h) Inventories
Inventories are measured at cost. Purchase costs are
determined on the basis of a weighted average value.
Production costs include all costs directly related to the
units of production and production-related overhead
costs. Inventories are measured at the reporting date at
the lower of the purchase or production cost and the net
realizable value. The net realizable value is the estimated
selling price less estimated costs to be incurred until the
sale. The net realizable value of goods and services in
progress is calculated as the net realizable value of fin-
ished goods and services less remaining costs of com-
pletion. Impairments are reversed whenever the reasons
justifying an earlier write-down no longer exist.
110
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(i) Assets held for sale and discontinued operations
Assets are classified as for sale when their disposal has
been initiated, the sale of such is likely and the asset or
disposal group is available for immediate sale in its pre-
sent condition. The non-current assets held for sale are
measured at the lower of the carrying amount or the fair
value less costs to sell. Depreciation is no longer applied
to these assets. Liabilities that are held in connection
with assets held for sale are disclosed likewise separately
in the balance sheet as a current item.
Discontinued operations represent a material geograph-
ical or operational line of business of the Group that is
available for sale.
The results from continued operations in the reporting
year and the prior year are shown in the income state-
ment. The results from discontinued operations are
shown separately. Cash inflows and cash outflows from
discontinued operations are shown separately in the
notes to the consolidated financial statements. The in-
formation in the notes relates to the continued opera-
tions of the Group.
(j) Pension provisions
Pension obligations under defined benefit plans are
determined using the projected unit credit method under
which future changes in compensation and benefits are
taken into account. In order to calculate the pension
provisions, the present value of the obligations is netted
against the fair value of the plan assets.
The expected life spans of the participants are deter-
mined with reference to the country-specific recognized
actuarial tables. The present value of the defined benefit
commitments is determined by discounting the estimat-
ed future cash outflows. The discount rate applied for
this purpose is determined with reference to high-quality
AA-rated corporate bonds that match the underlying
pension obligations with respect to currency and maturi-
ty. If corporate bonds with matching terms do not exist,
then the yields of these bonds at the balance sheet date
are adjusted along the yield curve for fixed-interest gov-
ernment bonds using a constant spread over the term of
the underlying pension obligations.
The return underlying the measurement of the plan as-
sets is identical to the discount rate for defined benefit
commitments.
Actuarial gains and losses resulting from changes in
actuarial parameters are offset against accumulated
other comprehensive income without affecting net income.
(k) Other provisions and accrued liabilities
Other provisions have been formed to account for all
discernible legal and constructive obligations to third
parties, provided that the settlement of the obligation is
probable and the amount of the obligation can be reliably
estimated. The amount of each provision corresponds to
the expected settlement amount. In the case of long-
term provisions, the expected settlement amount is
discounted to the present value at the reporting date by
application of appropriate market rates of interest. Provi-
sions are recognized for restructuring expenses only
when the intended measures have been sufficiently con-
cretized and announced on or before the reporting date.
(l) Deferred taxes
Deferred taxes are recognized to account for the future
tax effects of temporary differences between the tax
bases of assets and liabilities and the carrying amounts
of those assets and liabilities in the consolidated financial
statements, and for interest and tax loss carry-forwards.
Deferred taxes are measured on the basis of the tax laws
already enacted for those fiscal years in which it is prob-
able that the differences will reverse or the tax loss carry-
forwards can be utilized. Deferred tax assets are recog-
nized for temporary differences or interest and tax loss
carry-forwards only when the ability to utilize them in the
near future appears to be reasonably certain. Deferred
taxes are recognized for temporary differences resulting
from the fair value measurement of assets and liabilities
obtained through business combinations. Deferred taxes
are recognized for temporary differences relating to
goodwill only when the goodwill can be utilized for tax
purposes. Deferred tax assets and liabilities of tax
groups are netted if they are based on the same kind of
income taxes; otherwise, they are netted only if the de-
ferred taxes are based on the income taxes imposed by
111
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
the same tax authority and only when current taxes can
be netted as well.
(m) Treasury shares
Treasury shares are measured at cost and are charged
directly to equity. The treasury shares are presented in a
separate line item of the consolidated statement of
changes in equity.
(n) Share-based payment programs
As part of performance-based remuneration programs,
Axel Springer Group grants equity-settled and cash-
settled share-based payment programs. The compensa-
tion components to be recognized as expenses over the
vesting period are measured as the fair value of the
options granted at the time when they were granted (in
case of equity-settled programs) or at the reporting date
(in case of cash-settled programs). The fair values are
determined on the basis of generally accepted option
pricing models. The corresponding amount is recognized
in the additional paid-in capital (in the case of equity-
settled programs) or as provisions/liabilities (in the case
of cash-settled programs). Additions to liabilities or provi-
sions are recognized in personnel expenses; reversals
are accounted for in other operating income.
(o) Transactions in foreign currencies
Purchases and sales in foreign currencies are translated
at the exchange rate on the date of the transaction.
Assets and liabilities in foreign currencies are translated
into the functional currency at the exchange rate on the
reporting date. Any foreign exchange gains or losses
resulting from such translations are recognized in income.
(p) Estimates and assumptions
The preparation of the consolidated financial statements
requires estimates and assumptions that have an influ-
ence on the presentation of assets and liabilities, the
disclosure of contingent liabilities at the reporting date,
and the presentation of income and expenses. Estimates
and assumptions that are subject to uncertainty relate in
particular to discounted cash flows for the purposes of
impairment testing, purchase price allocations and the
measurement of contingent purchase price obligations in
connection with business combinations and the acquisi-
tion of non-controlling interests, future taxable income
to determine the ability to utilize tax loss carry-forwards,
uncertain tax positions and discount rates for the meas-
urement of pension obligations. Information concerning
the carrying amounts determined with the use of esti-
mates can be found in the comments on the specific line
items.
(q) New accounting standards
The following IFRSs relevant for Axel Springer were ap-
plied for the first time in the fiscal year:
Since January 1, 2014 we are applying IFRS 10 “Consol-
idated Financial Statements”, IFRS 11 “Joint Arrange-
ments”, IFRS 12 “Disclosure of Interests in Other Enti-
ties”, amendments to IAS 27 “Consolidated and
Separate Financial Statements”, and amendments to IAS
28 "Investments in Associates”.
IFRS 10 replaces the previous regulations on consolidat-
ed financial statements (parts of IAS 27 “Consolidated
and Separate Financial Statements”) and special pur-
pose entities (SIC 12 “Consolidation – Special Purpose
Entities”) and prescribes the control model as a uniform
principle. The standard additionally includes guidelines
for assessing control in doubtful cases. The application
of IFRS 10 had no major effects on the financial position,
liquidity, and financial performance.
IFRS 11 replaces the previously applicable regulations for
recognizing shares in joint ventures (IAS 31 “Interests in
Joint Ventures” and SIC 13 “Jointly Controlled Entities –
Non-Monetary Contributions by Venturers”).At the same
vein, IAS 28 is expanded to include regulations for rec-
ognizing shares in joint ventures. It is now mandatory to
account for shares in associated companies and joint
ventures using the equity method. Application of IFRS 11
or the newly revised IAS 28 had no major effects on the
financial position, liquidity, and financial performance.
IFRS 12 is a merging of the disclosure requirements on
equity shares in subsidiaries, associated companies, joint
agreements, and non-consolidated structured entities
previously set out in IAS 27, IAS 28, and IAS 31. The
112
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
information to be disclosed in accordance with IFRS 12
has been provided in notes (7a), (11f), (42).
Otherwise, no material changes resulted in fiscal year
2014 for Axel Springer from IFRS standards or IFRIC
interpretations to be applied for the first time.
The following IFRSs have already been published, but
not yet applied.
With the publication of the final version of IFRS 9 "Finan-
cial Instruments" the IASB completed its project for re-
placing IAS 39 "Financial Instruments: Recognition and
Valuation" in July 2014. IFRS 9 provides a standardized
approach for classification and evaluation of financial
assets and liabilities which is primarily based on the
company's business model and the cash flows of the
financial instrument. Furthermore, IFRS 9 contains a new
depreciation model which also demands the recording of
expected losses in addition to incurred losses. Finally,
IFRS 9 also contains new guidelines for the use of hedge
accounting, targeted in particular at better illustration of
the risk management activities of a company and the
monitoring of non-financial risks. IFRS 9 is to be applied
to fiscal years starting on or after January 1, 2018. Early
application is permitted. EU Endorsement of IFRS 9 is
still pending. Regarding the effects of the application of
the new standard, we currently do not expect any major
changes in the presentation and recognition of financial
assets and liabilities.
In May 2014, IASB published IFRS 15 "Revenue from
Contracts with Customers". The regulations and defini-
tions in IFRS 15 replace the contents of IAS 18 "Reve-
nue" and also those from IAS 11 "Construction Con-
tracts". Revenue in accordance with IFRS 15 can be
recognized when the customer obtains control over the
agreed goods and services and can derive benefits from
these. The concept of transferring significant risks and
rewards as provided for in IAS 18 is no longer relevant.
Revenues are recognized in the amount of the consider-
ation that the company will presumably receive. Revenue
recognition is divided into a five-step process, consisting
of identifying the contract with the customer, identifying
the separate contractual obligations, determining the
transaction price, allocating the transaction price to the
contractual obligations, and recognizing revenues for
every contractual obligation based on the allocated
transaction price. IFRS 15 is to be applied to fiscal years
starting on or after January 1, 2017. Early application is
permitted. EU Endorsement of IFRS 15 is still pending.
We are currently evaluating the effects that the applica-
tion of the new standard might have on our revenue
recognition accounting. IASB and IFRS IC published
additional pronouncements that had or will have no
material influence on our consolidated financial statements.
113
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Notes to the consolidated statement of financial position
(4) Intangible assets
The changes in intangible assets were as follows:
€ millions
Acquisition or production cost
Balance as of January 1, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Purchased
rights and
licenses
Internally
generated
rights
1,401.7
69.0
– 15.5
– 16.4
33.0
– 3.7
– 113.9
1,354.3
293.2
– 2.7
0.3
36.3
– 6.8
0.1
92.4
16.3
– 1.0
– 0.5
22.0
– 0.1
1.5
130.6
10.7
– 6.2
1.3
23.2
– 0.4
0.8
Goodwill
Total
1,369.4
2,863.5
92.5
– 39.9
– 5.0
0.0
– 3.7
– 43.1
1,370.2
408.6
– 4.3
2.2
0.0
0.0
0.0
177.8
– 56.4
– 21.9
55.0
– 7.4
– 155.5
2,855.0
712.5
– 13.2
3.7
59.4
– 7.1
0.9
Balance as of December 31, 2014
1,674.7
159.9
1,776.7
3,611.3
Depreciation, amortization, and impairments
Balance as of January 1, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2014
Carrying amounts
Balance as of December 31, 2014
Balance as of December 31, 2013
296.3
0.1
– 4.1
– 2.3
78.4
– 1.9
– 26.5
340.0
0.4
– 2.5
1.1
95.2
– 5.1
6.0
435.0
39.1
0.4
– 0.6
– 0.2
20.7
0.0
1.0
60.5
0.0
– 6.2
0.8
35.4
– 0.2
– 5.4
84.8
72.7
0.1
– 30.4
0.0
2.7
0.0
– 2.0
43.0
0.0
– 0.5
– 0.4
31.1
0.0
– 0.1
73.2
408.1
0.6
– 35.1
– 2.5
101.9
– 1.9
– 27.4
443.6
0.4
– 9.2
1.5
161.8
– 5.4
0.5
593.0
1,239.7
1,014.2
75.1
70.1
1,703.4
1,327.1
3,018.3
2,411.5
114
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The purchased rights and licenses mainly comprised
title rights, trademarks, and customer relationships.
The internally generated intangible assets mainly con-
sisted of software solutions and websites.
The reclassifications in the prior year consisted almost
exclusively of the classification as assets held for sale
(see note (2d)).
The goodwills and the purchased rights and licenses
that were included in the intangible assets with
indefinite useful lives totaled € 2,514.3 million (PY:
€ 1,979.9 million). Of this amount € 554.1 million (PY:
€ 466.1 million) was allocated to the Paid Models
segment, € 522.6 million (PY: € 484.4 million) to
the Marketing Models, and € 1,437.1 million (PY:
€ 1,029.0 million) to the Classified Ad Models segment.
The reclassified goodwill (€ 40.7 million) of assets held
for sale in the previous year as well as intangible assets
with indefinite useful lives (€ 77.1 million) in the Paid
Models segment are disposed of in the fiscal year.
With the exception of the SeLoger and StepStone
reporting units assigned to the Classifieds Ad Models,
and the Ringier Axel Springer Media reporting unit
assigned to the Paid Models segment, the total of
goodwill and intangible assets with indefinite useful
lives that have been assigned to the other individual
reporting units amounted to less than 9 % (PY: 9 %)
of the total value. These other reporting units are
assigned goodwill and intangible assets with indefinite
useful lives of € 1,238.5 million (PY: € 814.2 million).
With goodwill of € 465.6 million (PY: € 465.3 million)
and intangible assets with indefinite useful lives of
€ 130.5 million (PY: € 129.7 million), about 24 % (PY:
30 %) of the total value is assigned to the SeLoger
reporting unit. In order to determine the value in use, a
discount rate of 6.8 % or 9.4 % before taxes (PY: 7.1 %
or 9.9 % before taxes) and a growth rate of 1.5 % (PY:
1.5 %) is used for cash flows after the five-year mid-
term planning period has elapsed. The surplus be-
tween the value in use and the carrying amount of this
reporting unit amounts to € 465.3 million (PY:
€ 265.7 million).
Material assumptions in the context of the medium-
term planning of SeLoger relate to the assumption of
stagnation in the online real estate market in France,
strengthening brand awareness in a competitive mar-
ket environment, focusing marketing activities on the
goal of increasing average revenue per customer,
improving market penetration particularly in regions
outside of Paris, and accelerating growth in vertical
niche portals by increasing market share.
With goodwill of € 106.6 million (PY: € 103.9 million)
and intangible assets with indefinite useful lives of
€ 204.4 million (PY: € 199.4 million), about 12 % (PY:
15 %) of the total value is assigned to the Ringier Axel
Springer Media reporting unit. The increase was pre-
dominantly a result of the effects of initial consolida-
tion and opposite currency effects. In order to deter-
mine the value in use, a discount rate of 8.4 % or 9.7 %
before taxes (PY: 7.4 % or 8.4 % before taxes) and a
growth rate of 2.5 % (PY: 2.5 %) is used for cash flows
after the five-year mid-term planning period has
elapsed. The surplus between the value in use and
the carrying amount of this reporting unit amounts
to € 63.9 Mio. (PY: € 217.7 million).
In the medium-term planning of Ringier Axel Springer
Media, we assume that the two large revenue streams
in sales and the print advertising market will come
under increasing pressure in the coming years. It will
be possible to compensate for the declining circulation
figures primarily by using price increases. We assume
that new revenue sources from additional business in
the strong boulevard brands as well as strict cost
management will make it possible to largely maintain
profitability. We further assume that our online busi-
nesses will profit from the trend towards performance-
based forms of advertising and will be able to partici-
pate in the structural shift of print advertisements into
digital channels.
With goodwill of € 226.6 million (PY: € 160.4 million)
and intangible assets with indefinite useful lives of
€ 142.3 million (PY: € 107.1 million), about 15 % (PY:
14 %) of the total value is assigned to the StepStone
reporting unit. The increase in goodwill resulted in
115
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
particular from the acquisition of JobSite (€ 61.8 million)
and from currency effects. In order to determine the
value in use, a discount rate of 6.8 % or 8.7 % before
taxes (PY: 6.9 % or 9.2 % before taxes) and a growth
rate of 1.5 % (PY: 1.5 %) is used for cash flows after
the five-year mid-term planning period has elapsed.
The surplus between the value in use and the carrying
amount of this reporting unit amounts to
€ 1,551.6 million (PY: € 1,051.4 million).
In the medium-term planning of the StepStone Group,
we assume that the anticipated development of the
economy will have a positive impact on the labor mar-
ket. The assumptions made include rising sales reve-
nues in our European and South African core markets
and in our other markets in Africa and Latin America,
as well as further strict cost management in order to
maintain the high level of return of the past years. In
particular, by the further development of the product
range and the expansion of the system landscape, the
market position should be expanded and strengthened.
The surplus between the value in use and the carrying
amount of the reporting units would reduce to zero if
the material measurement parameters would change
as follows:
Reduction
of cash
flow in the
fifth year
of
medium-
term
planning
by
Increase
of
discount
rate (after
taxes) to
Reduction
of growth
rate to
10.9%
– 4.5%
– 52.9%
26.8%
– 134.7%
– 96.3%
Increase
of
discount
rate
(before
taxes) to
15.4%
35.4%
10.7%
9.2%
1.4%
– 15.7%
2014
SeLoger
StepStone
Ringier Axel
Springer Media
Reduction
of cash
flow in the
fifth year
of
medium-
term
planning
by
Increase
of
discount
rate (after
taxes) to
Reduction
of growth
rate to
9.3%
– 1.5%
– 34.7%
22.3%
– 50.5%
– 90.5%
Increase
of
discount
rate
(before
taxes) to
13.1%
30.6%
11.4%
9.8%
– 0.8%
– 40.0%
2013
SeLoger
StepStone
Ringier Axel
Springer Media
116
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(5) Property, plant, and equipment
The changes in property, plant, and equipment were as follows:
Technical
equipment
and
machinery
Other
equipment,
operational
and office
equipment
Construction
in progress
Land and buildings
564.3
549.6
218.5
€ millions
Acquisition or production cost
Balance as of January 1, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2013
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2014
0.0
0.0
– 0.8
7.8
– 9.7
– 1.1
560.6
1.0
– 0.6
– 1.0
0.8
– 0.2
– 124.8
435.8
0.1
0.0
– 2.2
11.7
– 7.9
– 20.6
530.5
2.8
– 0.2
– 0.7
5.2
– 6.8
0.4
531.3
Depreciation, amortization, and impairments
Balance as of January 1, 2013
157.3
355.2
Deconsolidation
Currency effects
Additions
Disposals
Transfers
0.0
– 0.1
10.6
– 4.8
– 1.5
0.0
– 1.6
24.5
– 6.6
– 9.3
Balance as of December 31, 2013
161.6
362.2
Initial consolidation
Deconsolidation
Currency effects
Additions
Disposals
Transfers
Balance as of December 31, 2014
Carrying amounts
Balance as of December 31, 2014
Balance as of December 31, 2013
0.3
0.1
– 0.4
22.6
– 6.8
– 0.6
377.4
153.9
168.3
0.0
– 0.4
– 0.2
33.7
– 0.1
– 50.4
144.3
291.4
399.0
117
Total
1,345.3
3.1
– 2.0
– 4.5
44.8
– 33.7
– 38.3
1,314.8
8.5
– 2.4
– 2.8
39.6
– 26.2
– 139.7
1,191.8
654.6
– 1.2
– 2.3
62.9
– 24.0
– 15.6
674.4
0.9
– 1.4
– 1.2
83.0
– 25.2
– 62.4
668.2
523.5
640.3
12.9
0.0
0.0
– 0.2
4.2
– 0.1
– 12.7
4.2
0.0
0.3
0.0
12.6
– 0.2
– 3.8
13.1
– 0.1
0.0
0.0
0.0
0.0
0.0
– 0.1
0.0
0.0
0.0
0.0
– 0.1
0.0
– 0.1
13.2
4.3
3.0
– 2.0
– 1.3
21.1
– 16.0
– 3.9
219.5
4.7
– 1.9
– 1.1
21.0
– 19.0
– 11.5
211.6
142.2
– 1.2
– 0.7
27.7
– 12.6
– 4.8
150.8
0.7
– 1.1
– 0.7
26.8
– 18.3
– 11.5
146.6
65.0
68.7
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
As of December 31, 2014, property, plant and equipment
with acquisition or production cost of € 261.5 million
(PY: € 276.1 million) were in use that had already been
fully depreciated.
At the balance sheet date, property, plant, and equip-
ment amounting to € 21.5 million (PY: € 21.7 million) had
been pledged as security for own liabilities.
The carrying amount of property, plant, and equipment
as part of finance leases was, as of December 31, 2014,
€ 2.0 million (PY: € 52.9 million). In prior year the
amount was almost entirely attributable to properties
and buildings.
Due to the planned sale on December 31, 2015/January
1, 2016 of an office building that is both used by the
company and also by third-party companies at the
Hamburg site, the corresponding carrying amount of
€ 68.5 million (property, plant, and equipment) and
€ 27.4 million (investment property) was reclassified as
assets held for sale. Before reclassification, impairment
losses in the amount of € 23.6 million or € 9.4 million
were recorded. Part of the building was recognized as
part of finance leases, which are to be terminated at the
planned time of sale. The proportional residual carrying
amounts were € 31.8 million (property, plant, and
equipment) and € 14.6 million (investment property), the
proportional impairment losses were € 11.0 million and
€ 5.0 million respectively. In connection with liabilities
associated with the finance lease totaling € 68.0 million,
financial liabilities (€ 62.9 million) and other liabilities
(€ 5.1 million) were reclassified into liabilities related to
assets held for sale.
(6) Investment property
The development of the office and retail spaces in Berlin
and Hamburg leased to third parties was as follows:
€ millions
Acquisition or production cost
Balance as of January 1, 2013
Additions
Disposals
Transfers
Balance as of December 31, 2013
Transfers
Balance as of December 31, 2014
Depreciation, amortization, and impairments
Balance as of January 1, 2013
Additions
Disposals
Transfers
Write-ups
Balance as of December 31, 2013
Additions
Transfers
Write-ups
Balance as of December 31, 2014
Carrying amounts
As of December 31, 2014
As of December 31, 2013
Investment
property
81.5
5.1
– 9.3
– 1.5
75.8
– 32.9
42.9
24.5
1.4
– 4.2
0.1
– 1.0
20.8
10.9
– 13.8
– 6.3
11.6
31.3
55.0
118
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For reclassifications in the assets held for sale, see
note (5). Furthermore, due to reduced use of office
space reclassifications with carrying amounts totaling
€ 8.3 million took place from property, plant, and equip-
ment to investment property.
On the reporting date no carrying amounts for invest-
ment property were identified as part of finance leases
(PY: € 11.4 million).
The fair value of investment property as of December 31,
2014 totaled € 31.4 million (PY: € 55.5 million). The
evaluation carried out by ourselves took place on the
basis of forecasted net cash flows using the DCF meth-
od. In calculating this value, a discount rate of 6.85 %
and a perpetuity capitalization rate of 5.85 % were ap-
plied, unchanged from the prior year. As a result of the
change in fair value, write-ups amounting to € 6.3 million
(PY: € 1.0 million) were carried out. Recognition took
place in other operating income in the Services/Holding
segment.
In the fiscal year, rental income of € 7.0 million (PY:
€ 5.2 million) was generated, with corresponding directly
attributable operating expenses of € 0.7 million (PY:
€ 0.6 million). As in the prior year, directly allocable ex-
penses of less than € 0.1 million were incurred for non-
rented space.
The future minimum lease payments from investment
property broke down as follows:
€ millions
Due in up to one year
Due in one to five years
Due in more than five years
Total
2014
2013
2.0
6.2
2.0
10.2
3.4
10.2
4.4
18.0
(7) Non-current financial assets
(a) Investments recognized using the equity
method
Summarized financial information regarding all compa-
nies which are accounted for using the equity method
and are not individually material are shown below:
€ millions
Carrying amount
Share in income from continued
operations
Share in other income
Share in comprehensive income
2014
51.2
– 1.8
0.4
– 1.4
2013
8.7
1.8
0.0
1.8
The increase in carrying amounts mainly resulted from
new acquisitions, especially Project A Ventures GmbH
and Ozy Media Inc.
The proportionate income/losses to be recognized in
income from investments were not recognized in the
reporting year in the amount of € – 18.4 million. (PY:
€ – 23.0 million), and cumulatively in the amount of
€ – 68.9 million (PY: € – 50.5 million). The corresponding
net carrying amount of investments was already fully
depreciated in 2010.
(b) Other non-current financial assets
The other non-current financial assets with an amount
of € 259.1 million (PY: € 305.5 million) were mainly
attributable to our options to sell our shares in Do⁄an TV
(“put options”, PY: our shares in Do⁄an TV); in the re-
porting period, we sold approximately 2.6% of the
shares. The proceeds from this transaction amounted to
€ 62.5 million. The resulting profit recognized in invest-
ment income amounted to € 16.0 million.
In the previous year, a reliable measurement of our
minority investment in Do⁄an TV was difficult due to
significant fluctuations with regard to the estimation of
fair values based on projections and scenarios of which
the probabilities of occurrence could not be reliably
determined. In the context of the merger of Do⁄an Yayin
119
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Holding A.S. (major shareholder of Do⁄an TV) with
Do⁄an Sirketler Grubu Holding A.S. carried out in the
reporting period, the minority shareholders were granted
a takeover offer. The low valuation of Do⁄an Yayin Hold-
ing A.S. presented in this takeover offer as well as the
low market capitalization of Do⁄an Sirketler Grubu Hold-
ing A.S., besides other influencing factors reflect the
negative income situation and the declining business
development of Do⁄an TV. In the reporting period, we
have furthermore signed new agreements with respect
to the value-securing mechanism regarding our invest-
ment in Do⁄an TV. According to these agreements, put-
option rights secured by bank guarantees with a fixed
price for the disposal of all shares in Do⁄an TV exist as
of the balance sheet date. The put options are exercisa-
ble unilaterally by us without any further requirements in
the years 2016, 2020 as well as 2022. In connection
with the aforementioned objective evidence at the end
of the reporting period, we as a minority shareholder
have fully reduced the value of our investment in Do⁄an
TV and at the same time recognized the fair value of the
contractually-agreed put options. In total, there was no
income effect. The valuation of the put options at the
balance sheet date is based on the discounted payment
claim deriving from the agreed option rights, minus all
costs to be incurred.
Non-current financial assets also include a subordinated
loan with a multi-year term in the amount of € 240.9 million
from the sale of regional newspapers, TV program
guides, and women's magazines (see note (2d)).
During the reporting period we sold our minority interest
(17.2 %) held by SeLoger in the iProperty Group Ltd.,
Sydney, Australia, for € 74.3 million. The gain of disposal,
recorded within income from investments, was
€ 55.1 million (before a tax effect of € 2.2 million).
(8) Inventories
The inventories broke down as follows:
€ millions
12/31/2014 12/31/2013
Raw materials and supplies
Semi-finished goods
Finished goods and merchandise
Inventories
13.9
4.5
5.2
23.6
15.8
2.4
5.4
23.5
Inventories of € 9.3 million (PY: € 10.1 million) were
valued at their net realizable value. The write-downs
for these assets totaled as of December 31, 2014
€ 3.0 million (PY: € 2.9 million), of which € 0.6 million
(PY: € 0.3 million) was recognized in the profit or loss
statement 2014.
(9) Trade receivables
The trade receivables broke down as follows:
€ millions
12/31/2014 12/31/2013
Trade receivables, nominal
Allowances for doubtful trade receivables
Trade receivables
550.2
– 26.4
523.8
498.2
– 25.5
472.8
The changes in the allowances for doubtful trade receiv-
ables are presented below:
€ millions
Balance as of January 1
Additions
Reversals
Utilization
Disposal due to deconsolidation
Other changes
Balance as of December 31
2014
25.5
7.0
– 2.5
– 1.9
– 0.1
– 1.6
26.4
2013
25.0
6.4
– 2.0
– 1.0
– 0.9
– 2.1
25.5
120
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
As of December 31, 2014, receivables in the amount of
€ 360.7 million (PY: € 333.6 million) were neither past
due nor subject to valuation allowances. With regard to
these receivables, there were no indications at the re-
porting date that would suggest that the customers
would not fulfill their payment obligations.
The past-due trade receivables at the reporting date for
which no valuation allowances have been charged are
presented in the table below:
€ millions
up to 30 days
31 to 90 days
91 to 180 days
181 to 360 days
361 days and longer
12/31/2014 12/31/2013
42.5
17.1
5.8
5.1
5.3
49.8
20.2
5.1
3.9
4.6
(10) Other assets
The other assets broke down as follows:
€ millions
Current loans
Credit balances in accounts payable
Derivatives
Deferral of payment for regional
newspaper investments
Other
12/31/2014 12/31/2013
53.1
2.4
0.5
0.0
68.3
0.0
6.9
0.5
75.0
20.8
Other financial assets
124.4
103.3
Advance payments
Receivables from other taxes
Other non-financial assets
27.5
12.7
40.2
20.6
10.8
31.4
Other assets
164.6
134.6
The residual purchase price from the sale of investments
in regional newspapers in 2009 was fully repaid in the
course of the reporting year.
The current loans relate to a prepaid extraordinary dis-
bursement with regard to the sale of the Czech print
activities, which was not legally executed as of Decem-
ber 31, 2014.
The miscellaneous financial assets include loans and
receivables due from other investment companies, re-
ceivables from insolvency proceedings against the Kirch
Group and security deposits, among other items.
(11) Equity
The components and changes in consolidated equity are
summarized in the consolidated statement of changes in
equity.
(a) Subscribed capital
The subscribed capital of € 98.9 million is fully paid in.
Based on the percentage of subscribed capital that
each share represents, the shares are valued at € 1.00
per share. The subscribed capital is divided into
98,940 thousand registered shares, which can be
transferred only with the consent of the company. At
the reporting date, 98,940 thousand shares were out-
standing (PY: 98,940 thousand shares).
(b) Additional paid-in capital
The additional paid-in capital primarily resulted from a
shareholder contribution granted in previous years and
the amount of imputed compensation for the share-
based payment programs (see note (12)).
(c) Accumulated retained earnings
The accumulated retained earnings included the income
of the companies included in the consolidated financial
statements, to the extent that they have not been dis-
tributed to shareholders. Moreover, transactions with
shareholders are recognized here.
In 2014, Axel Springer SE distributed an amount of
€ 178.1 million (€ 1.80 per qualifying share) for the fiscal
year 2013. In 2012, the amount of € 167.9 million was
distributed as dividend payments (€ 1.70 per qualifying
share) for the fiscal year 2012.
121
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
In connection with the increase of our participation in
Axel Springer Digital Classifieds the difference amount of
€ 362.6 million resulting from the acquisition of non-
controlling interests was set off within accumulated re-
tained earnings in the reporting year (see note (2c)).
(d) Treasury shares
As of December 31, 2014, as in the prior year, we did
not hold any treasury shares.
In the reporting year, 116 thousand treasury shares (PY:
194 thousand shares) were issued at their fair value at
the date of issue in the amount of € 43.88 (PY: € 32.70)
by conversion of variable compensation tied to perfor-
mance of the employees of the Group. Personnel ex-
penses of € 2.1 million (PY: € 2.6 million) were incurred
by granting increases in the conversion amounts. The
amounts have already been placed in a provision in the
prior year. For this purpose, treasury shares were ac-
quired previously at the fair value of € 7.7 million and
resold at a value of € 2.6 million. Acquisition, issuing and
the sale of treasury shares have no effect on the level of
equity. During the previous year € 2.1 million was re-
ceived to increase equity and recorded as a paid-in
surplus within accumulated retained earnings.
(e) Accumulated other comprehensive income
At the reporting date, accumulated other comprehensive
income contained effects companies accounted for
using the equity method in the amount of € – 10.0 million
(PY: € – 10.4 million), actuarial gains/losses from em-
ployer pension plans of € – 119.7 million (PY:
€ – 46.8 million), as well as a revaluation reserve of
€ – 3.1 million (PY: € – 3.1 million).
In conjunction with the sale of our minority shareholding
(17.2 %) in iProperty Group Ltd., Sydney, Australia, held
by SeLoger, effects from the market price revaluation
totaling € 44.8 million after taxes (as of December 31,
2013: € 13.1 million) included within other comprehen-
sive income were reclassified into the income statement
in the context of income recognition (see note (7)) in the
reporting year.
(f) Non-controlling interest
The non-controlling interests mainly related to the follow-
ing companies:
€ millions
12/31/2014 12/31/2013
Ringier Axel Springer Media AG, Zurich,
Switzerland
189.6
173.7
Axel Springer Digital Classifieds GmbH,
Berlin
Other companies
88,8
72,3
132.8
67.6
Non-controlling interests
350.8
374.1
As of December 31, 2014 the non-controlling interests in
Ringier Axel Springer Media amounted to 50.0 % (PY:
50.0 %), whilst their share in Group results amounted to
€ 50.1 million (PY: € 17.0 million). In addition, they re-
ceived dividends in the amount of € 91.5 million in the
fiscal year (PY: € 0.4 million). This primarily related to an
extraordinary dividend with regard to the executed sale
of the Czech print activities. The distribution with a partial
amount of € 53.1 million was not legally executed as of
December 31, 2014.
Summarized financial information for the Ringier Axel
Springer Media subgroup will be shown in the following:
€ millions
Revenues
Net income
Comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Cash flows
2014
268.5
177.4
161.5
215.8
481.6
59.0
85.0
56.5
2013
297.1
33.6
11.3
120.5
593.7
56.7
131.6
0.5
122
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
As of December 31, 2014 the non-controlling interests in
Axel Springer Digital Classifieds GmbH amounted to
15.0 % (PY: 30.0 %; for changing the non-controlling
interests see note 2(c)), their share in Group results
amounted to € 43.3 million (PY: € 13.0 million). In addi-
tion, they received a dividend in the amount of
€ 0.2 million in the fiscal year (PY: € 0.2 million).
Summarized financial information for the Axel Springer
Digital Classifieds subgroup will be shown in the following:
€ millions
Revenues
Net income
Comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Cash flows
2014
508.0
130.6
126.8
183.1
2013
403.1
41.7
49.4
142.7
1,788.6
1,351.4
399.9
922.0
– 1.4
155.2
804.5
– 35.3
(12) Share-based payment
Members of the Executive Board and selected executives (beneficiaries) were granted various virtual stock option plans,
the fundamental parameters of which are described below:
Virtual stock option plans
Executive Board Program
Senior Executive Program
2009
2012
2014 I
2014 II
2011 I
2011 II
2014
07/01/2009 01/01/2012 01/01/2014 09/01/2014 10/01/2011 10/01/2011 03/01/2014
6
4
6
4
6
4
6
4
4
2
6
4
5
3
1,125,0001)
450,000
205,313
675,000
472,500
472,500
60,000
20.291)
40.571)
4.221)
4.7
30.53
61.06
5.26
2.4
44.06
88.12
6.69
1.4
44.56
89.12
6.26
4.2
30.00
60.00
2.74
1.3
35.00
70.00
2.31
1.1
46.80
93.60
8.14
0.5
Grant date
Term in years
Vesting period in years
Stock options granted
Underlying (€)
Maximum payment (€)
Value at grant date (€)
Total value at grant date (€ millions)
1) Adjusted due to the share split in June 2011.
Provided that the beneficiary is employed by the compa-
ny at least until the expiration of the vesting period, all
virtual stock options granted to the relevant senior exec-
utive may become vested. If the authorized senior execu-
tive's employment with the company ends before the
end of the vesting period, but is at least one year after
the grant date, the stock options are vested on a pro-
rated basis of the vesting period (Executive Board pro-
gram), up to one half (executive programs 2011 I and
2014), or to one quarter per elapsed year of the vesting
period (executive program 2011 II).
A further condition for vesting to take place is that either
the volume-weighted average price of the Axel Springer
share is at least 30 % over the base value or that the
percentage increase of this average price exceeds that
of the base value of the development of the DAX over a
period of 90 calendar days (Executive Board program) or
123
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
three calendar months (executive program) within a time
period of a year before the end of the waiting period.
Exercising stock options is only possible if the volume-
weighted average price of the Axel Springer share 90
calendar days (Executive Board program) or three calen-
dar months (executive program) before exercising such
options is at least 30 % over the base value and that the
percentage increase exceeds that of the DAX index.
Each option grants a payment claim in the amount of the
growth in value of the Axel Springer share, restricted to a
maximum of 200 % of the base value, which corre-
sponds to the difference between the volume-weighted
average price during the last 90 calendar days or three
months prior to exercise and the base value.
Beneficiaries are obligated to hold one Axel Springer
share for every ten stock options as their own investment.
Disposing of these shares prior to exercising the stock
options would result in the stock options being forfeited
at the same rate.
The value of the options was determined by application
of a Black-Scholes model in a Monte-Carlo simulation at
the grant date. The options will be remeasured at each
reporting date and recognized proportionally in accord-
ance with the projected vesting.
The development of the stock options is shown below:
Virtual stock option plans
Executive Board Program
Senior Executive Program
2009
2012
2014 I
2014 II
2011 I
2011 II
2014
01/01/2013
Grant
Exercise
12/31/2013
Grant
Exercise
Forfeiture
12/31/2014
1,040,6251)
450,000
0
– 1,040,625
0
0
0
0
0
0
0
450,000
0
0
– 56,250
0
0
0
0
0
0
0
0
472,500
472,500
0
0
0
0
472,500
472,500
0
0
0
0
205,313
675,000
0
0
0
0
0
– 471,650
– 850
0
0
0
60,000
0
0
393,750
205,313
675,000
0
472,500
60,000
1) Adjusted due to the share split in June 2011.
The expenses and income in the reporting year, as well
as the portfolio of liabilities and provisions at the report-
ing date are shown below:
€ millions
Expenses/Income 2014
Expenses/Income 2013
Carrying amount as of 12/31/2014
Carrying amount as of 12/31/2013
Virtual stock option plans
Executive Board Program
Senior Executive Program
2009
0.0
– 11.5
0.0
0.0
2012
– 1.7
– 2.7
5.8
4.1
2014 I
2014 II
2011 I
2011 II
– 0.9
– 1.0
0.0
0.9
0.0
0.0
1.0
0.0
– 0.2
– 6.0
0.0
7.6
– 1.2
– 2.1
4.6
3.4
2014
– 0.2
0.0
0.2
0.0
124
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For the stock options program for employees of the Group
see note (11d).
The development of the virtual options is shown below:
Various free share and stock option programs existed at our
subsidiary SeLoger at the acquisition date. They provided
for granting or exercise by the right holders from the years
2009 to 2013 onwards, linked with a subsequent holding
period of two years. The stock options with a weighted
average purchase price of € 20.93 are vested in 2017 until
2019. The right holders were offered call and put options as
part of the acquisition of SeLoger for transferring all shares
from these programs (up to a maximum of 525 thousand) to
Axel Springer in return for a cash payment. The call and put
options are not linked to any market-related or company-
related or any other conditions and vest immediately after
the issuance of the shares to the employees. The purchase
price upon exercise amounts to € 38.05 (squeeze-out price)
multiplied by the ratio of the volume-weighted 1-month-
aver¬age rate of the Axel Springer share on the last day
of trading prior to exercise of the options to the volume-
weighted 1 month-average rate of the Axel Springer share
on the last trading day before squeeze-out (€ 36.15
when taking the share split of 2011 into account).
Following the principle of substance over form, the pro-
grams are treated by us as virtual stock option programs
granting a payment claim in the amount of the difference
between the exercise price and the purchase price.
Measurement at the grant date is based on the Black-
Scholes model or the current share price, considering
future dividends. The weighted average fair value at the
date of exercise of the options was € 28.83 per virtual
stock option or € 15.1 million in total. The virtual options
will be remeasured at each reporting date and recog-
nized proportionally in accordance with the vesting that
has now completely occurred.
in thousands
2014
2013
Option rights as of January 1
Exercise
Option rights as of December 31
€ millions
Personnel expenses
Other operating income (+) / expenses (-)
Liabilities as of December 31
243
– 51
192
2014
– 1.0
– 0.1
9.9
310
– 67
243
2013
– 3.8
– 0.2
11.3
Our subsidiary AUFEMININ SA granted its senior execu-
tives subscription rights for free shares and stock options.
These share-based payments must be settled with
shares of AUFEMININ SA.
In November 2013, 300 thousand stock options for
acquisition of one share of AUFEMININ SA, each with an
exercise price of € 26.19, were issued to senior employ-
ees. These options vested upon expiration of the first
(50 %) and second (50 %) years after the grant date,
insofar as the earnings target established for the individ-
ual tranche (EBITDA 2013 or EBITDA 2014) was
achieved. Once they have vested, the options can be
exercised for a total of five (50 %) or four (50 %) years.
In November 2010, 300 thousand stock options for
acquisition of one share of a AUFEMININ SA, each with
an exercise price of € 17.15, were issued to senior em-
ployees. These options vested upon expiration of the first
(50 %) and second (50 %) years after the grant date,
insofar as the earnings target established for the individ-
ual tranche (EBITDA 2010 or EBITDA 2011) was
achieved. Once they have vested, the options can be
exercised for a total of five (50 %) or four (50 %) years.
125
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
In June 2009, 300 thousand stock options for acquisition
of one share of AUFEMININ SA, each with an exercise
price of € 8.94, were issued to senior employees. These
options vested upon expiration of the first (50 %) and
second (50 %) years after the grant date, insofar as the
earnings target established for the individual tranche
(EBITDA 2009 or EBITDA 2010) was achieved. Once
they have vested, the options can be exercised for a
total of five (50 %) or four (50 %) years.
Ninety-nine thousand stock options granted in April 2008,
each one entitling the holder to purchase one share of
AUFEMININ SA (exercise price: € 20.46) as well as the
74 thousand stock options that had already been grant-
ed at the date of acquisition of auFeminin.com S.A. in
July 2007 (exercise price: (exercise price: € 18.60 or
€ 21.21), will become vested in equal annual installments
over a period of four years. The option grant is not con-
ditioned on any further earnings or market conditions.
These options can be exercised for the first time at
the end of the fourth year after the options were granted
and for a total of four years thereafter.
The fair values of the stock options granted in the previ-
ous year were determined by application of the Black-
Scholes model at the grant date. For this purpose, the
following parameters were applied:
Share price at the grant date in €
Exercise price in €
Options Nov.
2013
29.21
26.19
Interest rate for risk-free investments, in %
0.14 / 0.28
Expected term until fully vested in years
Expected term of the options in years
Expected volatility, in %
Expected dividend yield, in %
1 / 2
6
40.00
0.00
Fair value at grant date, in €
6.08 / 7.87
The expected volatility was determined based on histori-
cal volatility rates using a period corresponding to the
term of the options.
The number of options and the weighted average exer-
cise price developed as follows:
2014
2013
Options in
thousands
Exercise
price1) in €
Options in
thousands
Exercise
price1) in €
Balance as of
January 1
Lapse
Exercise
Issuance
Balance as of
December 31
Thereof
exercisable
609
– 12
– 40
0
21.13
18.31
15.16
–
496
– 25
– 163
300
15.20
18.36
12.81
26.19
557
21.62
609
21.13
407
19.93
309
16.21
1) Weighted average exercise price.
The weighted average stock price at the date of exercise
of the stock options during the financial year was € 28.2
(PY: € 22.6 ).
The exercise prices for the options outstanding on the
reporting date were unchanged and remained between
€ 8.94 and € 26.19in the prior year. The weighted
average remaining term of these options was 3 years
(PY: 4 years).
The compensation expenses for the share-based pay-
ment programs of AUFEMININ SA. recorded in person-
nel expense amounted to € 1.1 million in the reporting
year (PY: € 0.2 million). The additional paid-in capital was
increased by the same amount.
126
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(13) Pension obligations
Under its defined contribution pension plans, the Group
mainly contributes to public-sector pension insurance
carriers by virtue of the applicable laws. The current
contribution payments are presented as social security
costs within personnel expenses and amount to
€ 52.7 million (PY: € 52.1 million), of which € 7.1 million
(PY: € 4.9 million) are allocated to foreign pension insur-
ance carriers.
Provisions for pensions were created to account for the
obligations arising from vested pension rights and cur-
rent benefits for former and active employees of the Axel
Springer Group and their survivors. The different pension
plans within the Group are organized in accordance with
the legal, tax-related, and economic conditions of each
country. The provision for defined benefit pension plans
corresponds to the present value of the obligations at the
reporting date net of the fair value of the plan assets. The
Group companies are subject to various risks in connec-
tion with the pension plans. Along with general actuarial
risks such as risks from salary and pension increases,
longevity risk, and interest rate risk, these are inflation
risk and capital market and investment risk.
Essentially, three different pension plans exist in the
German Group companies that are subject to the Ger-
man Company Pension Act, and thus to the statutory
regulations relating in particular to vesting, compensation
for inflation in the benefit phase, and insolvency protec-
tion by the Pensions Guarantee Corporation. The pen-
sion plans are partially financed by premium reserve
funds that are managed by Axel Springer Pensionstreu-
hand e.V. as trustee. The two defined-benefit pension
plans provide for an annual pension for entitled persons
based on fixed amounts that depend for the first pension
plan only on the length of service in the company, and
for the second pension plan additionally on the position
in the company, and are static in the vesting period and
dynamic in the benefit payment period in accordance
with the requirements of the Company Pension Act. The
promises to the Executive Board correspond in their
design to the second pension plan and are additionally
dynamic in the vesting period depending on inflation. The
third pension plan is a defined-contribution benefit in
which a benefit is calculated using fixed factor tables
dependent on converted compensation components.
Ongoing benefits are adjusted from the beginning of
pension payments at 1 % p.a.
Pension commitments in other countries relate above all
to Switzerland. The employees are insured against the
risks of old age, death, and disability in various defined-
benefit plans in a legally separate employee benefit fund
at an independent third party. The retirement benefit is
calculated using the retirement fund balance existing at
the time of retirement applying a conversion rate. The
retirement fund balance earns interest and accrues using
age-dependent staggered savings contribution rates
depending on the insured salary up to retirement age.
The risk benefits for death and disability are calculated
as a percentage of the insured salary.
As for the plan assets existing for foreign pension com-
mitments, the values of the assets essentially correspond
to the individual surrender values of the reinsurer. For the
active insured persons, this is the retirement fund balance,
and for the retirees, this is the premium reserves/provisions
of the reinsurer.
The measurement was based on the following parameters:
Information
in %
Discount rate
Salary trend
Pension trend
2014
2013
Germany
Other
countries
Germany
Other
countries
1.9
1.75
1.75
1.0
1.0
0.0
3.6
1.75
1.75
2.0
1.0
0.25
127
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The amount of the provision was calculated as follows:
€ millions
12/31/2014
12/31/2013
Germany
Other
countries
Total
Germany
Other
countries
Present value of defined benefit obligations financed by fund
477.1
109.8
586.9
379.2
101.1
Total
480.3
Fair value of plan assets
– 155.7
– 91.0
– 246.7
– 149.3
– 88.4
– 237.7
Present value of defined benefit obligations not financed by fund
56.3
3.1
59.5
Provision
Reimbursement right
Net obligation
377.8
21.9
399.7
– 30.6
0.0
347.2
21.9
– 30.6
369.0
44.4
274.2
– 27.9
246.3
1.0
13.7
0.0
13.7
45.3
287.9
– 27.9
260.0
The changes in the present value of the pension obligations are presented in the table below:
€ millions
2014
Germany
Other
countries
Total
Germany
2013
Other
countries
Present value of obligations as of January 1
423.5
102.1
525.5
438.2
105.5
Change in consolidated companies
Current service cost
Interest expense
Actuarial gains/losses arising from changes in demographic
assumptions
Actuarial gains/losses arising from changes in financial
assumptions
Payments by employees
Transfer of pension obligation
Exchange rate change
Payments to retirees
0.0
5.0
15.1
– 1.0
106.3
3.1
– 0.4
0.0
1.3
2.6
2.1
0.0
6.2
2.0
0.0
2.0
1.3
7.5
17.2
– 0.9
112.5
5.1
– 0.4
2.0
Total
543.6
1.0
9.4
17.1
– 2.8
5.4
– 1.4
– 1.8
– 26.8
0.9
0.0
0.9
1.0
6.2
15.3
0.0
3.2
1.8
– 0.4
– 2.4
3.5
– 1.4
0.0
2.0
0.0
– 1.8
– 6.2
– 21.0
– 5.3
– 26.4
– 20.6
Reclassification into or from liabilities in connection with assets
held for sale
3.0
0.0
3.0
– 19.3
0.0
– 19.3
Present value of obligations as of December 31
533.5
112.9
646.4
423.5
102.1
525.6
In fiscal year 2015, contributions to fund-financed de-
fined benefit plans are expected to total € 2.4 million (PY:
€ 27.3 million), of which € 2.4 million (PY: € 2.3 million)
are employer contributions from Swiss companies.
128
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The fair value of the plan assets showed the following changes:
€ millions
Plan assets as of January 1
Income from plan assets
Employee contribution
Employer contribution
Benefits paid
Actuarial gains/losses arising from changes in demographic
assumptions
Actuarial gains/losses arising from changes in financial
assumptions
Transfer of plan assets
Exchange rate changes
2014
Germany
Other
countries
Total
Germany
2013
Other
countries
149.3
88.4
237.7
109.9
89.6
5.4
0.0
0.0
0.0
1.0
0.0
0.0
0.0
1.8
2.0
2.4
7.1
2.0
2.4
– 5.3
– 5.3
0.0
0.2
0.0
1.7
1.0
0.2
0.0
1.7
Total
199.5
5.5
2.0
2.3
1.5
2.0
2.3
– 6.2
– 6.2
0.1
0.0
0.1
0.4
0.0
– 1.2
88.4
0.4
35.3
– 1.2
237.7
Plan assets as of December 31
155.7
91.0
246.7
149.3
The carryovers from the previous year related to real
estate assets previously held in fully-consolidated struc-
tured entities with fair values of € 10.8 million minus
transaction costs in the amount of € 0.5 million, and
liquid funds of € 25.0 million.
The investment portfolio broke down as follows:
12/31/2014
12/31/2013
Germany
Other
countries
Total
Germany
Other
countries
10.3
53.1
0.0
17.7
7.1
3.3
68.2
0.0
0.0
0.1
13.6
121.3
0.0
17.7
7.2
Total
8.8
108.2
1.4
0.0
32.1
150.4
83.3
4.0
87.3
237.7
3.2
66.3
0.0
0.0
0.1
69.6
14.8
4.0
18.8
88.4
82.8
4.2
86.9
246.7
149.3
€ millions
Shares
Bonds
Derivatives
Money market instruments
Cash and cash equivalents
Plan assets with market price quotations
88.2
71.6
159.8
Real Estate
Others
Plan assets without market price quotations
Total
67.5
0.0
67.5
155.7
15.3
4.2
19.4
91.0
The fair value of the plan assets includes real estate used
by the company itself in the amount of € 46.2 million (PY:
€ 56.1 million).
129
4.0
0.0
0.0
0.0
0.0
35.3
0.0
5.5
41.9
1.4
0.0
32.0
80.8
68.5
0.0
68.5
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Axel Springer SE is entitled to reimbursement of pension
obligations or pension expenses arising in connection
with them in the context of the contribution of rotogra-
vure printing operations to an affiliated company in
Germany in 2005. The reimbursement right is presented
as a separate asset (see note (36)), whereas in the
income statement, the income from the reimbursement
is netted with the corresponding pension expenses.
Based on the existing contractual regulations, we do not
assume a short-term settlement of the reimbursement
claim and the corresponding pension obligations any
more, and therefore in the reporting period, we classified
the asset as well as the related pension liability in an
amount of € 28.3 million (PY: € 25.5 million) as long-term.
The value of the reimbursement right developed as follows:
€ millions
Reimbursement right as of January 1
Income from reimbursement rights
Paid-out benefits
Actuarial gains/losses arising from
changes in demographic assumptions
Actuarial gains/losses arising from
changes in financial assumptions
Reimbursement right as of December 31
2014
27.9
1.0
– 2.3
2013
29.4
1.0
– 2.4
– 0.1
– 0.1
4.2
30.6
0.0
27.9
€ millions
Current service cost
Interest expense
Income from plan assets
Income from reimbursement rights
Pension expenses
Germany
5.0
15.1
– 5.4
– 1.0
13.8
The expenses for defined benefit pension plans broke
down as follows:
2014
Other
countries
2.6
2.1
– 1.8
0.0
2.8
Total
Germany
7.5
17.2
– 7.1
– 1.0
16.6
6.2
15.3
– 4.0
– 1.0
16.6
2013
Other
countries
3.2
1.8
– 1.5
0.0
3.5
Total
9.4
17.1
– 5.5
– 1.0
20.0
Service cost is presented within the personnel expenses.
The interest portions contained in the pension expenses
and the income from the plan assets and interest reim-
bursements are presented as components of interest
expenses.
An increase or decrease in the material actuarial as-
sumptions would have the following effects on the pre-
sent value of the total pension obligations as of Decem-
ber 31, 2014:
Information
in %
Increase by 25 basis
points
Decrease by 25 basis
points
Germany
Other
countries
Germany
Other
countries
Discount rate
Salary trend
Pension trend
– 3.4
0.0
2.6
– 2.3
0.4
1.8
3.9
0.0
– 2.4
2.4
– 0.4
0.0
130
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The sensitivity calculations are based on the average
term of the pension obligations calculated as of Decem-
ber 31, 2014. The calculations were carried out in isola-
tion for the actuarial parameters classified as material. As
sensitivity analysis is based on the average term of the
expected pension obligations and as a consequence, the
expected payment dates are not taken into account,
they only lead to approximate information or to describe
tendencies. In case of changes to the mortality rates or
life expectancies which act as a basis, it is assumed that
if life expectancy of the beneficiary increases by one year
as of December 31, 2014, pension obligations in Ger-
many would have risen by 3.7 % in Germany and 3.6 %
in the remaining countries.
As of December 31, 2014, the weighted average dura-
tion of the defined-benefit obligation in Germany was
16.0 years (PY: 16.0 years), while that of the defined-
benefit obligation in foreign countries was 10.5 years (PY:
9.7 years).
(14) Other provisions and accruals
The other provisions and accrued liabilities broke down as follows:
€ millions
Other obligations towards employees
Structural measures
Partial early retirement program (Altersteilzeit)
Returns
Discounts and rebates
Other taxes
Dismantling obligations
Litigation expenses
Other
Other provisions
Balance as of
01/01/2014
Utilization
Reversals
Additions
Other
changes
Balance as of
12/31/2014
89.5
38.9
33.7
24.0
11.2
4.9
4.3
3.8
14.8
225.1
– 62.8
– 29.7
– 11.6
– 22.9
– 9.4
– 2.7
– 0.1
– 0.2
– 8.0
– 3.0
– 2.5
– 0.1
– 0.2
– 1.6
0.0
– 0.6
– 0.7
– 0.9
– 147.3
– 9.5
68.1
34.8
15.6
16.8
10.0
6.4
0.7
4.0
55.4
211.9
0.8
– 0.7
1.4
– 0.2
2.4
– 0.4
2.0
– 0.9
1.5
6.0
92.7
40.9
39.1
17.5
12.6
8.1
6.4
6.1
62.8
286.3
Other obligations towards employees primarily included
variable compensation tied to performance. Structural
measures were mainly allocated to the newspaper and
magazine and printing plant segments. Provisions for
returns comprise the expected sales returns of pub-
lishing products. Other provisions were mainly allocated
to guarantee obligations in the context of the takeover of
domestic regional newspapers, TV program guides, and
women's magazines by FUNKE Mediengruppe.
The other changes result from the initial consolidation of
acquired companies, currency translation differences,
and also compounding.
Non-current provisions are primarily contained in the
provisions for partial early retirement programs, compen-
sation tied to performance, and structural measures.
131
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(15) Financial liabilities
The financial liabilities comprise liabilities from a promis-
sory note loan in the amount of € 631.7 million (PY:
€ 499.1 million), other liabilities due to banks amounting
to€ 417.2 million (PY: € 156.2 million) and finance leases
amounting to € 2.0 million (PY: € 64.5 million).
In October 2014 we restructured our promissory note
loan and decreased the average rate of interest, in-
creased the financing volume by € 137.0 million and
extended the average term by two years through the
partial termination, transformation and subscription of
new volumes. The promissory note loan was character-
ized by the following utilizations, interest rates, and ma-
turities at the reporting date.
2014 €
million
2013 €
million
Interest rate in %
Maturity
The interest rates were mainly equivalent to the effective
rates of interest. In the case of fixed-interest loan tranch-
es, the interest rates were fixed until the maturity date.
Furthermore, at the reporting date additional unused
short-term and long-term credit facilities amounted to
€ 511.0 million (PY: € 770.0 million).
On the reporting date liabilities from finance leases in the
amount of € 62.9 million, which are linked with the
planned sale of an office building in Hamburg, are dis-
closed as liabilities related to assets held for sale, see
note (5).
The future minimum lease payments from finance leases
can be derived as follows as of December 2014 from
their present value:
177.0
162.0
112.0
71.5
58.0
56.5
0.0
0.0
0.0
0.0
178.5
0.0
0.0
143.0
1.47 10/12/2020
1.034 10/11/2018
3.06 04/11/2018
€ millions
Due in up to one year
Due in one to five years
6-month EURIBOR + 0.9 10/12/2020
6-month EURIBOR + 0.7 10/11/2018
Total
2.38 04/11/2016
Minimum
lease
payments
Interest
portion
Present
value
0.8
1.4
2.2
0.1
0.1
0.2
0.7
1.3
2.0
126.5
6-month EURIBOR + 1.0 04/11/2016
52.0
6-month EURIBOR + 1.3 04/11/2018
The reconciliation as of December 31, 2013 breaks
down as follows:
The other liabilities due to banks were characterized by
utilization, interest rates, and maturities set forth in the
table below. All liabilities were denominated in euros.
Short-term loans are not presented in the table.
2014 €
million
2013 €
million
Interest rate in %
Maturity
409.0
150.0
1-month Euribor + 0,575 09/18/2017
3.8
4.3
3-month EURIBOR + 0.30 10/15/2022
€ millions
Due in up to one year
Due in one to five years
Due in more than five years
Total
Minimum
lease
payments
4.5
17.2
106.5
128.2
Interest
portion
Present
value
3.8
15.0
44.8
63.7
0.6
2.2
61.7
64.5
In the previous year we expected future payments from
subleasing arrangements amounting to € 4.2 million.
132
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Liabilities due to employees related to outstanding wage
and salary payments, management bonuses, and sever-
ance award claims.
Accrued liabilities contain liabilities resulting from over-
time and unused vacation.
(16) Other liabilities
The other liabilities broke down as follows:
€ millions
12/31/2014 12/31/2013
Contingent consideration
266.4
178.7
Debit balances in accounts receivable
Liabilities due to employees
Liabilities from derivatives
Other
Other financial liabilities
Advance payments from customers
Liabilities from other taxes
Accrued liabilities
Advance payments
Capital investment subsidies
Liabilities due to social insurance carriers
Liabilities for duties and contributions
Other
Other non-financial liabilities
Other liabilities
11.5
30.1
44.6
60.0
412.6
136.1
53.7
22.6
14.7
12.4
9.6
5.5
32.0
286.5
699.2
11.7
24.2
28.9
63.8
307.4
131.9
46.4
21.6
9.2
15.2
7.9
6.0
22.6
261.0
568.3
(17) Maturity analysis of financial liabilities
The contractually agreed (undiscounted) payments related to financial liabilities are presented in the following table:
€ millions
Financial liabilities
Contingent consideration
Other non-derivative financial liabilities
Derivative financial liabilities
Carrying
amount as of
12/31/2014
1,050.9
266.4
424.4
44.6
Undiscounted cash outflows
2015
2016– 2019
2020 ff.
13.6
26.9
394.9
0.3
833.2
247.0
27.4
44.2
252.3
0.0
2.9
0.1
133
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
€ millions
Financial liabilities
Contingent consideration
Other non-derivative financial liabilities
Derivative financial liabilities
Carrying
amount as of
12/31/2013
719.8
178.7
382.3
28.9
Undiscounted cash outflows
2014
2015– 2018
2019 ff.
20.2
23.7
345.1
0.4
701.3
161.0
28.1
28.5
53.0
0.0
3.4
0.0
Notes to the consolidated statement of
comprehensive income
(18) Revenues
(19) Other operating income
The revenues broke down as follows:
The other operating income broke down as follows:
€ millions
Advertising revenues
Circulation revenues
Printing revenues
Other revenues
Revenues
2014
2013
1,815.1
1,637.8
735.3
67.7
419.8
759.1
75.1
329.5
3,037.9
2,801.4
€ millions
Revaluation of contingent consideration
Income from reversal of provisions
Foreign exchange gains
Write-ups
Miscellaneous operating income
Other operating income
2014
32.0
9.5
9.7
6.3
107.2
164.7
2013
25.8
14.4
12.4
1.0
91.7
145.3
During the fiscal year, revenues from barter transactions
amounted to € 55.2 million (PY: € 48.6 million). These
revenues were generated mainly from the bartering of
advertising services.
The increase in operating revenues year on year resulted
particularly from the initial consolidation of acquired
companies.
The miscellaneous operating income included income
from providing services to discontinued operations,
income from the insolvency proceedings of the Kirch
Group and a large number of circumstances with imma-
terial amounts.
134
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(20) Purchased goods and services
The average number of employees in the Group is
shown below:
The purchased goods and services broke down as follows:
€ millions
2014
2013
Salaried employees
Raw materials and supplies and
purchased merchandise
Purchased services
Purchased goods and services
196.8
793.2
990.0
189.1
736.6
925.8
Raw materials and supplies and purchased merchandise
comprised paper costs amounting to € 78.2 million (PY:
€ 93.3 million).
The cost of purchased services was predominantly
composed of purchased third-party printing services
and professional fees, as well as publisher services in
the context of performance-based marketing. The
purchased third-party printing services also included
paper costs.
(21) Personnel expenses
The personnel expenses broke down as follows:
€ millions
Wages and salaries
Social security
Pension expenses
Expenses for share-based payments
Other benefit expenses
Personnel expenses
2014
820.3
130.1
8.5
11.2
4.3
2013
760.9
120.2
9.8
26.3
4.4
974.4
921.6
2014
2013
10,457
2,771
689
9,167
2,797
880
Editors
Wage-earning employees
Total employees
13,917
12,843
The increase in personnel figures compared to the prior
year resulted particularly from the initial consolidation of
acquired companies and from staff increases in the
strongly growing digital business units.
(22) Depreciation, amortization, and impairments
The depreciation, amortization, and impairments broke
down as follows:
€ millions
Impairment losses in goodwill
Amortization of other intangible assets
Impairment losses in other intangible
assets
Depreciation of property, plant, and
equipment
Impairment losses in property, plant, and
equipment
Depreciation of investment property
Impairment losses in investment property
2014
31.1
111.2
2013
2.7
90.7
19.4
1.9
58.2
58.4
24.9
1.4
9.4
0.0
1.4
0.0
Depreciation, amortization, and
impairments
255.6
155.1
Impairment losses in goodwill primarily affected a report-
ing unit in the Marketing Models segment (in the prior
year in the Paid Models segment) and resulted from
market-related reduced performance expectations of
the reporting unit.
135
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The increase in the amortization of other intangible as-
sets primarily resulted from increased ongoing invest-
ments as well as increased effects of purchase price
allocations.
The impairment losses on other intangible assets mainly
affected the Paid Models and Marketing Models segments.
The impairment losses on both property, plant, and
equipment and investment property are linked to the
planned sale of an office building in Hamburg, see note (5).
Impairment losses in non-current financial assets recog-
nized in the reporting year are included in the income
from investments.
(23) Other operating expenses
The other operating expenses broke down as follows:
€ millions
Advertising expenses
Expenses for non-company personnel
Mailing and postage expenses
Commissions and gratuities
Rental and leasing expenses
Maintenance and repairs
Travel expenses
Services provided by related parties
Allowances for doubtful receivables
Foreign exchange losses
Other taxes
2014
174.3
129.5
102.7
40.6
43.7
35.4
28.3
11.4
9.8
5.9
9.0
2013
162.0
118.7
87.9
41.1
37.5
30.5
24.6
16.4
11.9
10.4
7.1
Miscellaneous operating expenses
Other operating expenses
166.7
757.2
149.6
697.7
The miscellaneous operating expenses included addi-
tions to provisions relating to legal and other risks, as
well as other operating expenses.
The following professional fees for the services rendered
by the auditor Ernst & Young GmbH were recognized:
€ millions
2014
2013
Audits of the annual financial statements
Other certification or appraisal services
Tax advisory services
Other services
Total professional fees
1.0
0.8
0.3
0.8
2.9
1.0
0.4
0.5
0.1
2.0
The professional fees for the audit of financial statements
include the audit of the separate financial statements of
Axel Springer SE and other German subsidiaries, and the
audit of the consolidated financial statements. The other
certification and appraisal services primarily include fees
for the auditor's review of the quarterly financial state-
ments and audits to verify compliance with contractual
agreements; the increase results from additional auditing
services in connection with the sale of our domestic print
activities during the reporting year. The tax advisory fees
are a result of support services regarding specific tax
questions. Other services consisted of due diligence
services as part of acquisitions within the fiscal year.
(24) Income from investments
The income from investments in the reporting year
amounting to € 81.4 million (PY: € 25.7 million) was
particularly characterized by income from the disposal of
investments.
At the end of July 2014, we sold our minority interest
held by SeLoger (17.2 %) in the iProperty Group Ltd.,
Sydney, Australia, for € 74.3 million. The profit amounted
to € 55.1 million (before a tax effect of € 2.2 million). This
amount was taken into account as a non-recurring effect
in the Classified Ad Models segment, with 30 % of it
being attributed to other shareholders.
136
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
In addition, we sold about 2.6 % of the shares in Do⁄an
TV in the reporting period and recognized a profit of
€ 16.0 million (PY: € 15.1 million), which was recorded in
income from investments. Please see note (7b) regarding
the fair value changes of the investment in Do⁄an TV
recorded in the income from investments and the put
options economically related to it.
Also included within income from investments were
impairment losses of € 6.6 million (PY: € 3.0 million).
(25) Net financial result
The net financial result broke down as follows:
(26) Income taxes
The income taxes paid or owed and the deferred taxes
are recognized under income taxes. The income taxes
consist of the trade tax, corporate income tax, and soli-
darity surcharge, and the corresponding foreign income
taxes. The income tax expenses are broken down below:
€ millions
Current taxes
Deferred taxes
Income taxes from continued operations
Income taxes from discontinued operations
Income taxes
2014
121.1
– 42.1
78.9
257.4
336.4
2013
89.4
– 1.3
88.1
28.0
116.0
€ millions
Interest income from bank accounts
Interest income from loans and securities
Interest income from derivatives
Other interest income
Interest income
Interest expenses on liabilities due to
banks and on promissory note
Interest expenses on pension provisions,
less reimbursements
Miscellaneous interest expenses
Interest and similar expenses
Other financial result
Financial result
– 8.9
– 21.4
– 44.0
5.1
– 10.0
– 13.3
– 37.5
3.8
– 21.1
– 23.1
A total of € 14.4 million (PY: € 5.9 million) of the interest
income and € – 24.1 million (PY: € – 21.7 million) of the
interest expense was allocated to financial assets and
liabilities that were not measured at fair value through
profit or loss.
2014
2.1
12.3
0.0
3.5
17.9
2013
2.4
3.4
1.6
3.1
10.5
The expected income tax expense applying the tax rate
of Axel Springer SE is reconciled to the income tax ex-
pense recognized in the income statement as follows:
– 13.7
– 14.2
Income before income taxes
€ millions
2014
314.7
2013
266.7
Tax rate of Axel Springer SE
31.00%
31.19%
Expected tax expenses
Differing tax rates
Changes in tax rates
Permanent differences
Adjustments to carrying amounts of
deferred taxes
Current income taxes for prior years
Deferred income taxes for prior years
Non-deductible operating expenses
97.5
– 0.4
– 3.7
1.3
– 3.0
– 3.4
– 2.1
13.7
83.2
– 3.0
0.2
5.4
– 0.6
– 4.8
2.1
15.7
Tax-exempt income
– 23.6
– 11.6
Trade tax additions/deductions
Other effects
Income taxes
3.4
– 0.9
78.9
4.5
– 2.9
88.1
Companies having the legal form of a corporation resi-
dent in Germany are subject to corporate income tax at
the rate of 15 % and solidarity surcharge of 5.5 % of the
corporate income tax owed. In addition, the profits of
137
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
these companies are subject to trade tax, for which the
amount is municipality-specific. Companies having the
legal form of a partnership are subject to trade tax exclu-
sively. The net income is assigned to the shareholder for
purposes of corporate income tax. Due to various regional
developments, the corporate tax rate of the Group fell to
31.0 % (PY: 31.19 %).
The effects of different tax rates for partnerships and for
foreign income taxes from the tax rate applicable to Axel
Springer SE are explained in the reconciliation in the item
differing tax rates. The permanent differences result mainly
from impairment losses in goodwill and deconsolidation
effects that are not taken into account for tax purposes.
The adjustments made to the carrying amounts of de-
ferred taxes included € 5.8 million (PY: € 4.0 million) for
the non-recognition of deferred taxes on tax loss carry-
forwards.
Deferred tax assets and liabilities were recognized to
account for temporary differences and tax loss carry-
forwards, as follows:
12/31/2014
12/31/2013
Deferred
tax
assets
Deferred
tax
liabilities
Deferred
tax
assets
Deferred
tax
liabilities
€ millions
Intangible assets
18.0
315.6
19.0
274.0
Property, plant, and
equipment and
investment property
Non-current financial
assets
Inventories
Receivables and other
assets
Pension provisions
Other provisions
Liabilities
1.8
89.4
1.8
106.2
0.7
1.0
28.0
30.2
11.8
35.8
1.9
0.0
2.8
0.8
13.8
33.5
0.1
2.4
1.6
8.2
9.6
29.2
0.2
0.0
10.5
11.1
3.2
0.6
Temporary differences
127.2
424.9
105.0
405.8
Tax loss carry-forwards
24.3
0.0
28.5
0.0
Total
Offsetting
151.5
424.9
133.5
405.8
– 97.0
– 97.0
– 92.3
– 92.3
Amounts as per balance
sheet
54.4
327.9
41.2
313.5
The increase in deferred tax liabilities related to intangible
assets mainly results from initial consolidations that took
place during the fiscal year. The increase in deferred tax
liabilities related to pension provisions results from lower
discount rates for IFRS purposes.
The net balance of deferred tax items from January 1 to
December 31, 2014 was derived as follows:
€ millions
Deferred tax assets as of January 1
2014
41.2
2013
61.2
Deferred tax liabilities as of January 1
– 313.5
– 329.8
Net tax position as of January 1
– 272.4
– 268.7
Deferred tax of current year
42.1
1.4
Changes in deferred taxes recognized in
other comprehensive income
39.0
– 6.5
Changes in consolidation group
– 66.9
– 13.8
Deferred taxes from discontinued
operations
0.6
0.0
Reclassification into assets and liabilities
held for sale
– 15.9
15.1
Net tax position as of December 31
– 273.5
– 272.4
Deferred tax assets as of December 31
54.4
41.2
Deferred tax liabilities as of December 31
– 327.9
– 313.5
Of the deferred tax assets, an amount of € 30.7 million
(PY: € 9.4 million), and of the deferred tax liabilities, an
amount of € 13.6 million (PY: € 6.9 million) can be real-
ized in the short term.
The amount of deferred tax assets to be disclosed in
accordance with IAS 12.82 was € 11.3 million (PY:
€ 22.9 million). It is expected that this amount can be
realized by application against the available operating
income.
Deferred taxes in the total amount of € 54.6 million (PY:
€ 15.6 million) were recognized directly in equity, as they
relate to matters that were likewise recognized directly in
equity.
138
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(27) Earnings per share
The earnings per share were determined as follows:
Result of continued operations
attributable to shareholders of Axel
Springer SE
Result of discontinued operations
attributable to shareholders of Axel
Springer SE
Net income attributable to
shareholders of Axel Springer SE
€
millions
€
millions
€
millions
2014
2013
169.1
133.0
630.7
64.2
799.8
197.1
Weighted average shares outstanding
000s
98,940
98,888
Earnings per share from continuing
operations (basic/diluted)
Earnings per share from discontinued
operations (basic/diluted)
Net income attributable to
shareholders of Axel Springer SE
per share (basic/diluted)
1.71
1.34
6.37
0.65
€
8.08
1.99
In fiscal year 2014, no deferred tax assets were recog-
nized with respect to corporate income tax loss carry-
forwards amounting to € 109.3 million (PY: € 122.4 million),
and with respect to trade tax loss carry-forwards mount-
ing to € 18.6 million (PY: € 1.7 million) because it did not
appear probable that sufficient taxable income could be
generated for these amounts in the near future. In addi-
tion, there are interest carry-forwards amounting to
€ 2.3 million for which no deferred tax assets were rec-
ognized. Of these tax loss carry-forwards, an amount of
€ 5.5 million (PY: € 11.3 million) can be carried forward
for up to five years and an amount of € 3.3 million (PY:
€ 9.9 million) can be carried forward for six to ten years.
The utilization of tax loss carry-forwards or interest carry-
forwards that had not previously been recognized as
deferred tax assets caused a reduction in income tax
expenses of € 2.0 million (PY: € 5.7 million). In the past
fiscal year, there were corrections of recognized tax loss
carry-forwards due to tax audits or differing tax assess-
ments in the amount of € 2.5 million (PY: € 0.5 million).
As a rule, deferred taxes must be recognized to account
for the difference between the Group’s interest in the
equity of the subsidiaries as presented in the consolidat-
ed balance sheet and the corresponding investment
balance recognized in the financial statements for tax
purposes. Such differences can result from the retention
of earnings. Deferred tax liabilities were not recognized
on differences of € 7.5 million (PY: € 28.9 million) be-
cause a realization is not planned at the present time. In
the case of sale or profit distribution, the gain on disposal
or the dividend, respectively, would be subject to taxa-
tion at 5 % in Germany; in addition, foreign withholding
taxes might be incurred.
139
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(28) Other income/loss
The other income/loss broke down as follows:
€ millions
Before tax
Tax effect
Net
Before tax
Tax effect
Net
2014
2013
Actuarial gains/losses from defined benefit pension
obligations
Currency translation differences
Changes in fair value of available-for-sale financial assets
Changes in fair value of derivatives in cash flow hedges
Other income/loss from investments accounted for using
the equity method
Other income/loss
– 105.2
– 27.2
– 20.0
0.0
0.4
– 152.1
32.2
0.0
6.9
– 0.1
0.1
39.0
– 73.0
– 27.2
– 13.1
– 0.1
3.0
– 65.4
17.4
– 0.4
0.4
0.0
– 113.0
– 45.4
Notes to the consolidated statement of
cash flows
(29) Other disclosures
The cash and cash equivalents were composed of short-
term available cash in banks, securities, cash on hand,
and checks.
Asset additions of € 5.9 million (PY: € 4.9 million) were
not reflected in cash. This related to additions in both
intangible assets and property, plant, and equipment.
The acquisition costs, cash payments, and purchased
assets and liabilities for business acquisitions are pre-
sented in the following table:
€ millions
Intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
Provisions and liabilities
Deferred tax liabilities
Net assets
Acquisition cost (preliminary)
Thereof paid
– 0.6
0.0
– 5.9
0.0
0.0
– 6.5
2014
300.3
6.5
6.5
31.9
19.8
48.4
– 70.7
– 82.6
260.1
651.3
523.1
2.5
– 65.4
11.5
– 0.4
0.0
– 51.9
2013
84.6
0.4
1.7
4.3
4.0
7.7
– 10.2
– 20.4
72.0
157.7
130.0
The amounts from the purchases of shares in consoli-
dated subsidiaries and business units less cash and
cash equivalents acquired reported in the cash flow
statement, in addition to the cash payments and ac-
quired funds listed in the table, also include payments for
acquisitions of the previous years (in particular payments
from contingent consideration; see note (33)).
140
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The following table provides details of sales proceeds,
paid up amounts, and disposed assets and liabilities
arising from transactions with loss of control (including
the deconsolidation of AutoReflex in the previous year,
see note (2c)):
€ millions
Goodwill
Other intangible assets
Property, plant, and equipment
Non-current financial assets
Trade receivables
Other assets
Cash and cash equivalents
2014
2013
4.0
1.8
0.6
2.2
3.5
4.3
5.1
9.5
13.7
0.8
0.1
12.4
5.0
7.3
Provisions and other liabilities
– 13.6
– 22.9
Deferred tax liabilities
Disposal net assets
Net realizable value
Thereof paid-up
– 2.1
5.8
9.0
7.1
– 4.6
21.2
4.6
4.6
The disclosure of cash inflows from divestitures in the
cash flow statement is made under proceeds from dis-
posals of consolidated subsidiaries and business units
less cash and cash equivalents given up in the previous
year as well as under the changes in cash and cash
equivalents due to changes in companies included in
consolidation.
In the previous year, we contributed both € 25.0 million
in cash and real estate assets with carrying amounts of
€ 9.8 million to our plan assets to secure and service
existing pension obligations of Axel Springer (see note (13)).
Notes to the consolidated segment report
(30) Basic principles of segment reporting
The segment reporting reflects the internal management
and reporting structures. The reporting format is broken
down into the three operating segments, those being
Paid Models, Marketing Models, and Classifieds Ads
Models. In addition, there is the Services/Holding segment.
Segmentation of assets, liabilities, and investments
based on the operating segments does not occur as
these measures do not serve as a basis for decision
making at segment level.
(a) Operating segments
The Paid Models segment comprises all business mod-
els that are primarily used by paying readers. Paid Mod-
els National is based primarily on the BILD and WELT
Group and comprises the digital media offers as well as
the newspapers and computer, automotive, sport, and
music magazines of the BILD, B.Z., and WELT brand
family. The news station N24, which was acquired in
February 2014 and will be combined with the WELT
Group to form a multimedia news company, also be-
longs to this segment. In addition, the investments in
newspaper and magazine publishers in Germany are
included. Paid Models International comprises the digital
media offers as well as the newspapers and magazines
in Western, Central, and Eastern Europe, where we are
particularly represented in Poland, Slovakia, Serbia,
Hungary, Switzerland, Russia, and Spain. Onet.pl and
azet.sk, the leading Internet portals in Poland and Slo-
vakia, also belong to this segment.
The Marketing Models segment collects all domestic and
foreign business models whose revenues are primarily
generated by advertising customers in marketing based
on performance or reach. These particularly include the
performance-based activities of the zanox Group and the
reach-based marketing offers of Idealo, auFeminin, and
Bonial. Furthermore, this segment also comprises the
investment in the TV broadcast company Do⁄an TV.
141
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The Classified Ad Models segment comprises all busi-
ness models whose revenues are primarily generated in
the online classifieds business. Our portfolio comprises
leading domestic and foreign online classifieds portals,
with the focus areas of real estate, job, car and general
classified advertising. This largely covers the real estate
portals SeLoger, Immoweb, and Immonet, the job portals
of the StepStone Group, the regional portal meinestadt.de,
as well as the car and general classified ad portals Yad2
and LaCentrale acquired in the year 2014.
The Services/Holding segment comprises the remaining
business activities, including services such as customer
service, sales, logistics, direct marketing, and office
buildings, as well as purely internal departments like IT,
accounting, personnel, and corporate staff departments.
Our three offset printing plants, and the rotogravure
printing company PRINOVIS are likewise included in the
Services/Holding segment.
(b) Geographical information
The activities of the Axel Springer Group are conducted
mainly in Germany and in other European countries.
For purposes of geographical segment reporting, the
revenues are segmented according to the location of the
customer’s registered office and the non-current assets
according to the location of the legal entity.
(31) Segment information
The segment information was compiled on the basis of
the recognition and measurement methods applied in
the consolidated financial statements.
The external revenues comprise circulation revenues
from the sale of publishing products, advertising reve-
nues, and revenues from rendering services. The internal
revenues consist of revenues from the exchange of
goods and services between the various segments.
The transfer pricing is based on cost coverage.
We use the performance figure EBITDA, which illustrates
earnings before interest, taxes, depreciation and amorti-
zation, as well as EBIT, which is defined as earnings
before interest and taxes, to measure segment results. In
calculating this performance figure, non-recurring effects
and effects of purchase price allocations are eliminated.
Non-recurring effects include effects from the acquisition
and disposal of subsidiaries, business divisions, and
investments, as well as impairment and write-ups of
investments, effects from the sale of real estate, and
special depreciation and write-ups of real estate used by
the company.
The non-recurring effects of € – 1.5 million (PY:
€ 8.6 million) in the Paid Models National segment relate
particularly to the effects from the revaluation of contin-
gent purchase price liabilities (€ 10.7 million; PY:
€ 24.0 million), costs in connection with initiated divest-
ments (€ – 9.0 million; PY: € – 14.8 million), as well as
depreciation on financial assets (€ – 2.8 million; PY:
€ – 0.5 million). The non-recurring effects of
€ 37.8 million (PY: € – 9.0 million) in the Marketing Mod-
els segment are particularly based on the revaluation of
contingent purchase price liabilities (€ 18.0 million; PY:
€ – 8.1 million) as well as profits from the sale of equity
investments (€ 21.8 million; PY: € 0.5 million). In the
Classified Ad Models segment, non-recurring effects of
€ 41.6 million (PY: € – 12.8 million) were identified in
particular as being from the sale of investments
(€ 55.1 million; PY: € – 0.1 million), expenses in connec-
tion with realized acquisitions (€ – 8.7 million; PY:
€ – 5.1 million) and the revaluation of contingent pur-
chase price liabilities (€ – 3.0 million; PY: – 7.5 million).
In the Services/Holding segment non-recurring effects
(€ – 32.9 million; PY: € 2.8 million) mainly resulted from
impairment losses in connection with the planned sale of
real estate.
The effects of purchase price allocations mainly consist-
ed of amortization and depreciation on newly measured
assets acquired in the context of business combinations.
They also contain impairment losses on goodwill during
the reporting year in the amount of € 31.1 million as well
as on other intangible assets in the amount of € 5.5 million
in the Marketing Models segment (PY: € 2.7 million on
goodwill in the Paid Models segment).
142
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
The reconciliation of the income from investments carried
on the income statement as well as the impairments is
shown below:
Other disclosures
(32) Capital management
€ millions
2014
2013
Income from investments included in
EBITDA
Non-recurring effects included in income
from investments
Income from investments
10.7
12.1
70.6
81.4
13.6
25.7
Depreciation, amortiza-tion, impairments
and write-ups (except from purchase price
allocations)
Thereof write-ups
Non-recurring effects from depreciation
Effects of purchase price allocations as far
as depreciation, amortization and
impairments are affected
Depreciation, amortization, and
impairments
– 112.5
– 94.7
– 6.3
– 33.0
– 1.0
0.0
– 103.9
– 59.4
– 255.6
– 155.1
The non-current segment assets include goodwill, intan-
gible assets, property, plant, and equipment as well as
investment properties.
Beyond the provisions of German law applicable to stock
corporations, Axel Springer SE is not subject to any
further obligations relating to capital preservation, wheth-
er from its own Articles of Incorporation or from contrac-
tual obligations. The financial key figures we used for
management purposes are primarily earnings-driven. The
goals, methods, and processes of our capital manage-
ment are subordinate to the earnings-driven financial key
figures.
We can utilize the funds derived from the promissory
notes placed in the prior year (€ 637.0 million) and also
draw down our credit line (€ 900.0 million) both for gen-
eral business purposes as well as to finance acquisitions.
The promissory note loan was restructured in October
2014. Until September 30, 2014, this had a financing
volume of € 500.0 million and a maturity up to 2016
(nominal value of € 269.5 million) or up to 2018 (nominal
value of € 230.5 million). The new tranches of the prom-
issory note loan have maturities up to 2016 (nominal
value of € 56.5 million), up to 2018 (nominal value of
€ 332.0 million), and up to 2020 (nominal value of
€ 248.5 million).
In addition, we have a credit line in the amount of
€ 900.0 million. Drawdowns of this credit line will be-
come due and payable in September 2017. The draw-
down of the credit lines is tied to compliance with the
credit terms. Since the existence of the credit lines we
have fully complied with all credit terms.
For the purpose of maintaining and adjusting the capital
structure, the company can adjust the dividend pay-
ments to its shareholders or purchase treasury shares
representing up to 10.0 % of the subscribed capital.
Treasury shares can be used for acquisition financing, or
they can be retired. At the reporting date and the prior
year's reporting date we held no treasury shares.
143
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(33) Financial assets and liabilities
The balance sheet items comprising financial assets and liabilities can be attributed to the measurement categories
according to IAS 39 as follows:
€ millions
Assets 12/31/2014
Other non-current investments and securities
Loans and advances
Derivatives
Other non-current financial assets
Trade receivables
Receivables due from related parties
Derivatives
Other
Other assets
Cash and cash equivalents
Liabilities 12/31/2014
Financial liabilities
Trade payables
Liabilities due to related parties
Derivatives designated as a hedging instrument
Derivatives not designated as a hedging instrument
Contingent consideration
Other
Other liabilities
Assets 12/31/2013
Other non-current investments and securities
Loans and advances
Other non-current financial assets
Trade receivables
Receivables due from related parties
Derivatives
Other
Other assets
Cash and cash equivalents
Liabilities 12/31/2013
Financial liabilities
Trade payables
Liabilities due to related parties
Derivatives designated as a hedging instrument
Derivatives not designated as a hedging instrument
Contingent consideration
Other
Other liabilities
Available-
for-sale
financial
assets
Financial
assets and
liabilities
held for
trading
No
category
according
to IAS 39
and non
financial
assets and
liabilities
Carrying
amount
Loans and
receivables
Financial
liabilities
288.5
288.5
523.8
13.0
112.0
112.0
383.1
41.0
41.0
472.8
8.0
102.7
102.7
248.6
1,049.0
313.5
9.2
101.7
101.7
655.3
271.4
11.0
99.8
99.8
34.4
34.4
384.2
384.2
259.1
259.1
0.5
0.5
43.6
43.6
0.5
0.5
27.9
27.9
30.6
52.1
52.1
2.0
7.7
0.9
266.4
286.5
553.8
27.9
31.4
31.4
64.5
4.1
0.9
178.7
261.0
440.6
34.4
288.5
259.1
582.0
523.8
43.6
0.5
164.1
164.6
383.1
1,050.9
313.5
16.9
0.9
43.6
266.4
388.2
699.2
384.2
41.0
425.2
472.8
36.0
0.5
134.1
134.6
248.6
719.8
271.4
15.1
0.9
27.9
178.7
360.8
568.3
144
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
With the exception of the following financial assets and
liabilities, the valuation is at amortized cost.
12/31/2014
12/31/2013
Fair value
based on
observable
market data
(level 2)
Fair value not
based on
observable
input factors
(level 3)
Fair value
based on
market price
(level 1)
0.0
Fair value
based on
market price
(level 1)
39.3
Fair value
based on
observable
market data
(level 2)
Fair value not
based on
observable
input factors
(level 3)
259.1
0.5
0.9
43.6
0.5
0.9
27.9
266.4
178.7
€ millions
Other non-current investments and
securities
Derivatives not designated as a
hedging instrument
(positive fair value)
Derivatives designated as a hedging
instrument (negative fair value)
Derivatives not designated as a
hedging instrument
(negative fair value)
Contingent consideration
The fair values of contingent considerations developed
as follows:
€ millions
01/01/2014
Acquisition
Divestment
Payment
Revaluation not affecting net income
Revaluation affecting net income
Thereof other operating income
Thereof other operating expenses
Compound
12/31/2014
Thereof
Car&Boat
Media
Thereof
Immoweb
Thereof
Onet
53.7
67.1
0.0
80.3
Thereof
Immoweb
Thereof
Onet
46.1
89.7
2013
201.5
16.4
– 2.2
– 2.0
– 42.0
2.3
2.3
1.5
57.5
– 11.0
– 11.0
1.5
55.6
1.9
82.2
11.2
– 9.0
– 25.8
16.8
2.8
6.8
6.8
0.8
178.7
53.7
– 23.6
– 23.6
1.0
67.1
2014
178.7
134.6
0.0
– 27.4
0.0
– 26.2
– 32.0
5.8
6.6
266.4
145
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Payments during the previous year related particularly to
the acquisition of the remaining shares in Digital Window.
tion changes and other expenses for financial derivatives
assigned to this category.
With the exception of the financial liabilities presented
below, the carrying amounts of the financial assets and
liabilities were identical to their fair values.
12/31/2014
12/31/2013
Carrying
amount Fair value
Carrying
amount Fair value
1,049.0
1,062.3
655.3
663.5
During the reporting year, positive fair value changes of
€ 27.0 million (PY: € 17.3 million) before taxes were rec-
ognized directly in equity without affecting net income.
Related to the sale of our investment in iProperty (see
note (11e)) the unrealized gains recorded in other com-
prehensive income amounting to € 47.0 million before
taxes were reclassified into the income statement in the
context of income recognition.
631.7
645.0
499.1
507.3
(34) Financial risk management
417.2
417.2
156.2
156.2
€ millions
Liabilities
Thereof promissory
note
Thereof due to
banks
The fair value disclosed is determined on the basis of the
advantage between the contractually agreed fixed inter-
est rate and the market interest rate (level 2 of the meas-
urement hierarchy, see note (3g)).
The net gains and losses of financial instruments (exclud-
ing interest and dividends) recognized in the income
statement are presented in the following table.
€ millions
Loans and receivables, financial liabilities
Available-for-sale financial assets
Financial assets and liabilities held for
trading
2014
19.7
– 186.9
2013
29.8
12.8
240.8
– 25.4
The net gains and losses in the categories of “loans and
receivables” and “financial liabilities” consisted mainly of
the result from the currency translation and valuation
allowances.
The net gains or losses of available-for-sale financial
assets consisted mainly of the gains and losses on the
disposal of these financial assets and impairments. The
net gains and losses in the category of “financial assets
and liabilities held for trading” mostly resulted from valua-
With respect to its financial assets and liabilities, the Axel
Springer Group is exposed to financial market risks,
liquidity risks, and credit risks. The task of financial risk
management is to limit these risks by means of targeted
measures.
(a) Financial market risks
Financial market risks for financial assets and liabilities
mainly consist of interest rate risks and exchange rate
risks.
In principle, the effects of these risks on the value can be
assessed promptly and, where applicable, the loss risks
can be reduced.
Selected derivative hedging instruments are used to
hedge risks. The use of financial derivatives is governed
by appropriate guidelines of the Group. These guidelines
define the relevant responsibilities, permissible actions,
reporting requirements and business partner limit, and
prescribe the strict separation of trading and back-office
functions.
To hedge the interest rate risk, we employ in particular
interest rate derivatives such as interest rate swaps, in
addition to increased use of fixed interest agreements.
The degree of hedging specified in the Axel Springer
finance regulations ranges between 30 % and 100 % of
the underlying transaction volume. The use of fixed inter-
est agreements and interest rate derivatives resulted in
an annual average hedging ratio regarding the gross
146
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
indebtedness (promissory note loan and liabilities for
banks) of 56.0 % (PY: 80.5 %).
The effects of market interest rate changes on variable-
interest financial instruments not hedged with financial
derivatives are calculated using a sensitivity analysis.
Assuming a parallel shift in the yield curve of 50 basis
points, the financial result would change by € 2.7 million
(PY: € 1.6 million).
Currency risks from operations are mainly avoided
through the occurrence of operating costs in the coun-
tries in which we sell our products and services. Remain-
ing currency risks from operations are insignificant to the
Group since the majority of EBITDA is earned in the euro
currency zone. In the reporting period, the share of
EBITDA not earned in euros was 20 % (PY: 19 %).
Currency risks from foreign currency claims and liabilities
(without contingent compensation) as well as claims and
liabilities in euros in non-euro countries with net expo-
sures starting at € 5 million per foreign currency are
hedged by means of coordinated forward exchange
transactions.
Local-currency cash flows generated in non-euro zone
countries are either reinvested to expand local business
operations, or invested with Axel Springer SE and
hedged by means of forward exchange deals or distrib-
uted in the form of dividends. Therefore, the foreign
exchange risk from fluctuating exchange rates for foreign
currency cash and cash equivalents is limited.
Effects from the currency translation of statements pre-
pared by subsidiaries in foreign currencies are recorded
directly in accumulated other comprehensive income.
Therefore, Axel Springer does not hedge such currency
effects.
(b) Liquidity risk
We continually monitor the availability of financial re-
sources to fund the company’s operating activities and
investments by means of a Group-wide liquidity planning
system and monthly cash flow analyses. Liquidity and
financial flexibility of the Axel Springer Group is ensured
by fixed credit lines in the amount of € 900.0 million (until
2017) as well as by the promissory note (€ 637.0 million).
Note (17) contains a maturity analysis of our financial
liabilities. The payment obligations for financial obliga-
tions that have been contractually agreed but not yet
recorded are presented in note (39).
(c) Credit risk
Financial assets may be impaired if business partners do
not adhere to payment obligations. The maximum expo-
sure to risk from financial assets, which are fundamental-
ly subject to credit risk, correspond to their carrying
amounts.
Significant risk items are contained in non-current finan-
cial assets (loans) as well as in trade receivables, receiv-
ables due from related parties, and other assets.
The majority of our business models are based on a
widely distributed and heterogeneous customer base.
We therefore estimate the risk of significant defaults to
be low. To the extent that credit risks are discernible, we
reduce them using active management of receivables,
credit limits, and credit checks of our business partners.
Appropriate allowances are formed to account for dis-
cernible default risks.
In connection with the sale of regional newspapers, TV
program guides, and women's magazines we granted in
the amount of € 240.7 million a multi-year, subordinated
loan to FUNKE Mediengruppe. Currently, we do not see
any default risk. For collateralization purposes, our busi-
ness partners granted second-tiered securities regarding
their assets.
Investments in securities are made only in instruments
with first-class ratings according to our finance regula-
tions. Investment in time deposits occurs exclusively at
financial institutions that belong to the deposit protection
fund and are classified by leading rating agencies as
being at least of Investment Grade Status BBB- (S&P) or
Baa3 (Moody’s)).
147
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
value measurement of these forward exchange transac-
tions, as well as the opposite profits and losses from the
foreign currency measurement of the hedged loan claims
and obligations were recognized.
In order to secure our investment in Do⁄an TV, we con-
cluded several put options for a successive sale of all
shares with the seller. With regard to the accounting of
this hedging agreement see note (7b). Beside the agreed
fixed price secured by bank guarantees, the valuation of
the derivatives depends in particular on the discount rate.
A supposed variation of 25 basis points would alter the
valuation recorded within the income from investments
by € 2.7 million.
(36) Relationships with related parties
Related parties are defined as those persons and com-
panies that control the Axel Springer Group, or that are
controlled, jointly managed, or subject to significant
influence by the Axel Springer Group. Accordingly, the
members of the Springer family, the companies con-
trolled, jointly managed, or subject to significant influence
by this family, as well as companies in whose manage-
ment they hold a key position have been defined as
related parties for the Axel Springer Group. Control of the
Group is exercised by Axel Springer Gesellschaft für
Publizistik GmbH & Co. or its parent company, Friede
Springer GmbH & Co. KG, a majority of which is attribut-
able to Dr. h. c. Friede Springer. In addition, the subsidi-
aries, joint ventures, and associated companies of the
Axel Springer Group have been defined as related com-
panies. In addition to the active members of the Execu-
tive Board and Supervisory Board of Axel Springer SE
(including their family members) and their majority hold-
ings, the institutions managing the plan assets of the
Axel Springer Group must also be considered related
parties.
(35) Financial derivatives
(a) Financial derivatives designated as hedging
instruments
In the reporting period, designated hedging instruments
were used in particular to hedge against the interest rate
risks of long-term liabilities. The cash flows were hedged
through an interest rate swap. Regarding maturity and
nominal amount the interest rate swap was chosen to
match the corresponding tranches of the variable-
interest loans (hedged items). The interest rate swap was
measured at fair value. The changes in the fair value
were recognized in accumulated other comprehensive
income until the hedged item was realized.
The fair value measurement of the interest rate swap at
the reporting date yielded negative fair values of
€ – 0.9 million (PY: – 0.9 million). During the reporting
period a profit of less than € 0.1 million was recorded in
other comprehensive income (PY: € 0.3 million).
In addition, two designated hedging instruments were
used to hedge against currency risks from purchase price
payments for company acquisitions. Regarding the for-
ward exchange transaction implemented and realized
during the year for hedging the purchase price payment
for acquiring Jobsite an unrealized gain of € 2.8 million,
initially recorded in other comprehensive income, was
included in the acquisition costs for acquired non-financial
assets. On the reporting date the negative fair value of the
remaining forward exchange transactions for hedging the
purchase price payment of an additional acquisition was
less than € – 0.1 million.
(b) Financial derivatives not designated as
hedging instruments
As of December 31, 2014 forward exchange transac-
tions with a negative fair value of € – 43.6 million and a
positive fair value of € 0.5 million (PY: negative fair value
of € – 27.9 million, positive fair value of € 0.5 million)
were recorded; these were entered in order to secure
against currency risks in loans from foreign subsidiaries
or a contingent purchase price liability. The nominal value
of the hedged transactions amounted to € 461.2 million
(PY: € 472.3 million). The profits and losses from the fair
148
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Besides the business relationships with the consolidated
subsidiaries, the following business relationships existed
with related parties:
€ millions
Balance sheet
Loans
Receivables
Thereof trade
Allowances included
Provisions
Liabilities
Thereof trade
Income statement
Goods and services supplied
Goods and services received
Financial result
Total
Associated
companies
Other related
parties
Total
Associated
companies
Other related
parties
12/31/2014
12/31/2013
6.3
43.6
8.4
24.1
11.4
16.9
3.6
2014
18.6
58.5
0.9
5.5
36.9
2.9
2.9
0.0
1.5
1.5
15.3
18.6
0.9
0.8
6.7
5.4
21.1
11.4
15.4
2.1
3.2
39.9
0.0
5.0
36.0
6.6
25.7
7.0
15.0
5.2
2013
18.0
63.2
0.6
3.2
31.2
2.9
2.2
0.0
4.0
4.0
16.0
30.3
0.5
1.8
4.8
3.7
23.5
7.0
11.0
1.2
2.0
32.9
0.1
With regard to discontinued operations, services were
rendered amounting to € 28.3 million (PY: € 79.9 million)
and services were received amounting to € 1.8 million
(PY: € 6.5 million).
The changes in the allowances for receivables due to
related parties are presented in the table below:
€ millions
Balance as of January 1
Additions
Utilization
Reversals
Other changes
Balance as of December 31
2014
25.7
4.5
– 4.5
– 1.5
– 0.2
24.1
2013
28.1
0.9
0.0
– 3.4
0.0
25.7
As of December 31, 2014, receivables in the amount of
€ 34.8 million (PY: € 31.1 million) were neither past due
nor subject to valuation allowances. With regard to these
receivables, there were no indications at the reporting
date that would suggest that the related parties would
not fulfill their payment obligations.
The receivables due from associated companies in-
cluded a reimbursement claim for pension obligations in
the amount of € 30.6 million (PY: € 27.9 million) (see
note (13)).
The provisions referred to pension obligations owed to
members of the Executive Board. The liabilities include
obligations from share-based remuneration owed to
members of the Executive Board in the amount of
€ 7.7 million (PY: € 4.1 million).
149
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(37) Contingent liabilities
As of December 31, 2014, contingent liabilities from
guarantees existed in the amount of € 49.0 million
(PY: € 11.6 million). In connection with the disposal to
FUNKE Mediengruppe, we assumed an additional guar-
antee (see note (2d)).
(38) Contingent assets
Contingent assets were due from KirchMedia GmbH &
Co KGaA i.L. in the amount of € 240.5 million (PY:
€ 263.3 million). Insofar as advance payments are an-
nounced in the context of the insolvency proceedings
against KirchMedia GmbH & Co. KGaA i.L., we recog-
nize them as receivables. The receivables accepted in
the table of claims by the insolvency administrator origi-
nally totaled € 325.0 million. A total of € 6.5 million (PY:
€ 6.5 million) was paid in the reporting year.
Goods and services provided to related companies were
mostly related to the distribution of newspapers and
magazines. The services received from related compa-
nies mainly comprised purchased publishing products
and printing services. A master agreement for the print-
ing of magazines is in effect with PRINOVIS until Decem-
ber 31, 2019. Under this agreement, services in the
amount of € 15.4 million (PY: € 17.9 million) were ren-
dered for companies of the Axel Springer Group in 2014.
In 2014, the fixed compensation of the members of the
Executive Board of Axel Springer SE amounted to
€ 8.9 million (PY: € 9.4 million). The variable compensa-
tion amounted to € 8.9 million (PY: € 10.7 million). The
measurement of the share-based compensation granted
to the Executive Board of Axel Springer SE gave rise to
personnel expenses of € 3.6 million (PY: € 14.2 million).
Guaranteed pension payments to members of the Execu-
tive Board resulted in a personnel expense of € 0.5 million in
fiscal year 2014 (PY: € 0.5 million).
The compensation of the members of the Supervisory
Board amounted to € 3.0 million (PY: € 3.0 million). A
Supervisory Board member received a compensation of
€ 0.1 million for services as an author (PY: € 0.1 million).
The compensation of the members of the Executive and
Supervisory Board is described in detail in the compen-
sation report, which is part of the notes to the consoli-
dated financial statements. The compensation report is
included in the section “Corporate Governance Report”.
An amount of € 2.6 million (PY: € 2.6 million) was paid to
former Executive Board members and special directors
and their survivors. A total amount of € 37.2 million
(PY: € 32.4 million) was allocated to the provisions for
pension obligations.
For transactions with the institutions managing the plan
assets of the Axel Springer Group, please find the expla-
nations in note (13).
150
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(39) Other financial commitments
(40) Events after the reporting date
The other financial commitments broke down as follows:
€ millions
12/31/2014 12/31/2013
Purchase commitments for
- intangible assets
- property, plant, and equipment
- inventories
Future payments under operating leases
Future payments under finance leases
Long-term purchase obligations
Other financial obligations
3.0
3.3
17.4
158.9
2.2
68.0
252.9
4.9
5.9
21.1
106.0
80.9
113.4
332.2
The long-term purchase obligations resulted from paper
supply contracts.
The finance leases for the office building, which was
reclassified as assets held for sale, shall be terminated at
the estimated time of disposal and are not included as a
commitment. From the total amount of € 74.5 million,
€ 4.0 million are expected to be paid out in the short-term.
The future minimum lease payments from operating
leases at December 31, 2014 are broken down in the
following table:
€ millions
Due in up to one year
Due in one to five years
Due in more than five years
2014
47.1
94.3
17.5
2013
34.5
69.2
2.3
Total
158.9
106.0
At the beginning of January 2015 the acquisition of 51 %
of shares in @Leisure Holding B.V., Amsterdam, the
Netherlands, was completed (for further details, see
note (2c)).
On February 11, 2015 we signed an agreement with the
shareholders of the real estate portal Immowelt regarding
combining the Immowelt Group and the Immonet Group,
belonging to Axel Springer Digital Classifieds. After finali-
zation of various purchase and contribution agreements
both real estate portals will be brought under the auspi-
ces of the new Immowelt Holding AG company, where
we will have a majority shareholding of 55 % via Axel
Springer Digital Classifieds. The remaining 45 % will be
kept by the current shareholders of Immowelt AG, and
they were granted various options available for selling
their holding. The transaction was based on a valuation
of both companies totaling € 420 million. We will pay a
total of approximately € 131 million as purchase price to
the previous partners of Immowelt in connection with
creating the new structure. The combining of both por-
tals makes it possible to sustainably improve the com-
petitive position within the German market segment for
real estate portals. The transaction is still awaiting ap-
proval from the relevant cartel authorities.
There are no further significant events after the reporting
date to be reported.
(41) Declaration of Conformity with the German
Corporate Governance Code
Axel Springer SE published the Declaration of Conformity
with the German Corporate Governance Code issued
by the Management Board and Supervisory Board in
accordance with Section 161 of the German Stock
Corporations Act (AktG) on the company’s website
www.axelspringer.de → Investor Relations → Corporate
Governance, where it is permanently available to share-
holders. The Declaration of Conformity is also printed in
the Corporate Governance section of this Annual Report.
151
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
(42) Companies included in the consolidated financial statements and share property
No. Company
1
Axel Springer SE, Berlin (parent company)
Segment
-
12/31/2014
12/31/2013
Share-
holding
in %
-
Share-
holding
in %
-
via
No.
-
via
No.
-
Fully consolidated subsidiaries
Germany
AS Osteuropa GmbH, Berlin
AS TV-Produktions- und Vertriebsges. mbH, Hamburg
ASV Direktmarketing GmbH, Hamburg
Axel Springer Asia GmbH, Hamburg
Axel Springer Auto-Verlag GmbH, Hamburg
Axel Springer Digital Classifieds GmbH, Berlin
Axel Springer Digital Classifieds Holding GmbH, Berlin
Axel Springer Digital GmbH, Berlin
2
3
4
5
6
7
8
9
10
Axel Springer Digital TV Guide GmbH, Berlin
11
Axel Springer Digital Ventures GmbH, Berlin
12
Axel Springer Financial Media GmbH, Munich
13
Axel Springer ideAS Engineering GmbH, Berlin
14
Axel Springer ideAS Ventures GmbH, Berlin
15
Axel Springer International GmbH, Berlin
16
Axel Springer International Holding GmbH, Berlin
17
Axel Springer Media Impact GmbH & Co. KG, Berlin
18
Axel Springer Media Logistik GmbH, Berlin
19
Axel Springer Mediahouse Berlin GmbH, Berlin
20
Axel Springer Medien Accounting Service GmbH, Berlin
21
Axel Springer Services & Immobilien GmbH, Berlin
22
Axel Springer Syndication GmbH, Berlin
23
Axel Springer TV Productions GmbH, Hamburg
24
"Axel Springer Verlag" Beteiligungsgesellschaft mbH, Berlin
Paid Models
Marketing Models
Services Holding
Paid Models, Marketing Models
Paid Models
Classified Ad Models
Classified Ad Models
Services/Holding
Marketing Models
Services/Holding
Paid Models
Services/Holding
Services/Holding
Services/Holding
Services/Holding
Services/Holding
Services/Holding
Paid Models
Services/Holding
Services/Holding
Paid Models
Marketing Models
Services/Holding
25
Axel Springer Vertriebsservice GmbH, Hamburg
Paid Models, Services/Holding
26 B.Z. Ullstein GmbH, Berlin
27 Bergedorfer Buchdruckerei von Ed. Wagner (GmbH & Co), Hamburg
28 Berliner Morgenpost GmbH, Berlin
29 BERLINER WOCHENBLATT Verlag GmbH, Berlin
30
Bilanz Deutschland Wirtschaftsmagazin GmbH (previously Zweiundsiebzigste "Media"
Vermögensverwaltungsges. mbH), Hamburg
31 BILD GmbH & Co. KG, Berlin
32 Bonial International GmbH, Berlin
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Marketing Models
33 Buch- und Presse-Großvertrieb Hamburg GmbH & Co. KG, Hamburg
Paid Models, Services/Holding
34 Commerz-Film GmbH, Berlin
35
comparado GmbH, Lüneburg
36 COMPUTER BILD Digital GmbH, Hamburg
37 Content Factory TV-Produktion GmbH, Berlin
38
eprofessional GmbH, Hamburg
39
finanzen.net GmbH, Karlsruhe
40 Gofeminin.de GmbH, Cologne
41
hamburg.de GmbH & Co. KG, Hamburg
42
Idealo International GmbH, Berlin
43
Idealo Internet GmbH, Berlin
44
Immonet GmbH, Hamburg
Marketing Models
Marketing Models
Paid Models
Paid Models
Marketing Models
Marketing Models
Marketing Models
Marketing Models
Marketing Models
Marketing Models
Classified Ad Models
152
100.0
100.0
100.0
100.0
100.0
85.0
100.0
100.0
-
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
-
-
-
16
100.0
1
1
100.0
100.0
16
100.0
1
9
7
1
-
9
1
24
24
1
15
1
1
1
1
1
100.0
70.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
16
1
1
16
1
9
7
1
1
9
1
24
24
1
15
1
1
1
1
1
24
100.0
24
1
1
1
100.0
100.0
100.0
24
100.0
-
-
-
100.0
100.0
100.0
100.0
24
100.0
100.0
87.4
78.1
100.0
100.0
100.0
100.0
100.0
75.0
100.0
61.9
100.0
74.9
88.7
1
1
1
16
43
1
72
76
11
83
9
43
9
8
100.0
74.9
78.1
100.0
100.0
100.0
-
100.0
55.0
100.0
61.9
100.0
74.9
88.7
5)
5)
5)
5)
5)
5)
5)
5)
6)
5)
5)
5)
5)
5)
5)
5)
5)
5)
6)
9)
6)
1
1
1
24
1
24
71
24
1
1
1
16
43
5)
5)
1
-
76
11
83
10)
6)
9
43
9
8
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
9)
6), 9)
5)
via
No.
-
1
-
49
8
48
-
76
71
5)
1
5)
6)
43
14
1
14
11
1
62
8
23
6)
-
31
24
44
6)
5)
6), 9)
9)
-
43
71
28
5)
1
62
62
62
9
No. Company
45
ImmoSolve GmbH, Bad Bramstedt
46
ims Internationaler Medien Service GmbH & Co. KG, Hamburg
47 Maz&More TV-Produktion GmbH, Berlin
48 meinestadt.de GmbH, Cologne
49 meinestadt.de Holding GmbH, Berlin
50 meinestadt.de Vertriebs-GmbH, Cologne
51 MeinProspekt GmbH, Munich
52 Metrigo GmbH, Hamburg
53 Niendorfer Wochenblatt Verlag GmbH & Co. KG, Hamburg
54
PACE Paparazzi Catering & Event GmbH, Berlin
55
Panther Holding GmbH, Berlin
56 Room 49 GmbH, Berlin
57
Sales Impact GmbH & Co. KG, Hamburg
58
Shop Now GmbH, Berlin
59
Smarthouse Media GmbH, Karlsruhe
60
Sohomint GmbH i.L., Hamburg
61
StepStone Deutschland GmbH, Düsseldorf
62
StepStone GmbH, Berlin
Segment
Classified Ad Models
Services/Holding
Paid Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Marketing Models
Marketing Models
Paid Models
Services/Holding
Marketing Models
Marketing Models
Services/Holding
Marketing Models
Marketing Models
Marketing Models
Classified Ad Models
Classified Ad Models
63
Talpa Germany GmbH & Co. KG (previously Schwartzkopff TV-Productions GmbH & Co.
KG), Hamburg
Marketing Models
64
thads.media vermarktungs gmbh, Berlin
65
Transfermarkt GmbH & Co. KG, Hamburg
66 Ullstein Ges. mit beschränkter Haftung, Berlin
67 Umzugsauktion GmbH & Co. KG, Schallstadt
68
Vertical Media GmbH, Berlin
69
Visual Meta GmbH, Berlin
70 WBV Direktzustell-GmbH, Hamburg
71 WBV Wochenblatt Verlag GmbH, Hamburg
72
WeltN24 GmbH (previously Zweiundfünfzigste "Media" Vermögensverwaltungsges.
mbH), Berlin
Paid Models
Paid Models
Paid Models
Classified Ad Models
Paid Models
Marketing Models
Paid Models
Paid Models
Paid Models
73
YOURCAREERGROUP AG, Düsseldorf
Classified Ad Models
12/31/2014
12/31/2013
Share-
holding
in %
Share-
holding
in %
via
No.
51.0
55.0
100.0
100.0
100.0
100.0
100.0
-
-
100.0
100.0
100.0
100.0
90.0
91.0
72.6
100.0
100.0
50.1
100.0
51.0
100.0
100.0
88.0
76.0
-
-
100.0
-
44
1
72
49
8
48
32
-
-
1
43
14
1
14
11
1
62
8
23
72
31
24
44
72
43
-
-
1
-
-
55.0
-
100.0
100.0
100.0
-
56.1
100.0
100.0
100.0
100.0
100.0
100.0
91.0
72.6
100.0
100.0
100.0
-
51.0
100.0
51.0
-
76.0
100.0
100.0
100.0
100.0
74
YOURCAREERGROUP GmbH (previously StepStone Verwaltungs GmbH), Düsseldorf
Classified Ad Models
100.0
62
100.0
75
YOURCAREERGROUP International GmbH & Co. KG, Düsseldorf
Classified Ad Models
76
ZANOX AG, Berlin
77
Zuio GmbH, Berlin
Other countries
78
alFemminile s.r.l., Milan, Italy
79
Amiado Group AG, Zurich, Switzerland
80
Amiado Online AG, Zurich, Switzerland
81
APM Print d.o.o., Belgrade, Serbia/Kosovo
82
AS-NYOMDA Kft, Kecskemét, Hungary
83
AUFEMININ SA, Paris, France
84
auFeminin.com Productions SARL, Paris, France
85
Automotive Exchange Private Limited, Maharashtra, India
86
Axel Springer - Magyarország Kft, Tatabánya, Hungary
87
Axel Springer Digital Classifieds France SAS, Paris, France
88
Axel Springer España S.A., Madrid, Spain
89
Axel Springer France S.A.S., Paris, France
90
Axel Springer IdeAS Polska Sp. z o. o., Wroslaw, Poland
Marketing Models
Marketing Models
Marketing Models
Paid Models
Paid Models
Paid Models
Paid Models
Marketing Models
Marketing Models
Classified Ad Models
Paid Models
Classified Ad Models
Paid Models
Paid Models
Services/Holding
153
-
52.5
100.0
100.0
100.0
100.0
74.9
25.1
100.0
80.8
100.0
91.3
-
100.0
100.0
100.0
99.0
-
9
100.0
52.5
24
100.0
24
5)
83
95
79
164
142
144
16
83
5
-
8
1
1
100.0
100.0
100.0
74.9
25.1
100.0
80.8
100.0
72.8
93.5
100.0
100.0
100.0
13
-
83
95
79
164
142
86
16
83
5
1
8
1
1
-
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
No. Company
91
Axel Springer International AG (previously Handelszeitung Medien AG), Zurich, Switzer-
land
92
Axel Springer International Limited, London, Great Britain
93
Axel Springer Norway AS, Oslo, Norway
94
"Axel Springer Russia" Geschlossene Aktiengesellschaft, Moscow, Russia
95
Axel Springer Switzerland AG, Zurich, Switzerland
96
Azet.sk a.s., Zilina, Slovakia
97 Belles Demeures S.A.S., Paris, France
98 Blikk Kft., Budapest, Hungary
99 Bonial SAS, Paris, France
100 Candidate Manager (US) Inc, Boston, USA
101 Candidate Manager Ltd, Dublin, Ireland
102 Car&Boat Media SAS, Paris, France
103 CaribbeanJobs Ltd, George Town, Cayman Islands
104 Coral-Tell Ltd., Tel Aviv, Israel
105 Diagorim SAS, Paris, France
106 Digital Window Inc., Wilmington, USA
107 Digital Window Limited, London, Great Britain
108 DreamLab Onet.pl sp. z o.o., Krakow, Poland
109 enFemenino SARL, Madrid, Spain
110 Etoilecasting.com SAS, Paris, France
111 Evenbase Recruitment Ltd., London, Great Britain
112 Gambettes Box SAS, Paris, France
113 Garantie System SAS, Paris, France
114 GoBrands Sp. z o.o., Krakow, Poland
115 Grupa Onet.pl SA, Krakow, Poland
116
Immoweb SA, Brussels, Belgium
117
IT-Jobbank A/S, Kopenhagen, Denmark
118 Jobs LU Ltd, Dublin, Ireland
119 Jobs.ie Ltd, Dublin, Ireland
120 Marmiton SAS, Paris, France
Segment
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Classified Ad Models
Paid Models
Marketing Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Marketing Models
Marketing Models
Paid Models
Marketing Models
Marketing Models
Classified Ad Models
Marketing Models
Classified Ad Models
Paid Models
Paid Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Marketing Models
121 Media Impact Polska Sp. z o.o., Warsaw, Poland
Paid Models
122 Merci Alfred S.A.S., Paris, France
123 My Little Campus SAS, Paris, France
124 My Little Paris S.A.S., Paris, France
125 My Web Ltd, Ebene, Mauritius
126 MyJob Group Ltd, Sheffield, Great Britain
127 Népújság Kft, Békéscsaba, Hungary
128 Netmums Limited, Watford, Great Britain
129 NIJobs.com Ltd, Belfast, Ireland
130 NIN d.o.o., Belgrade, Serbia/Kosovo
131 ofeminin.pl Sp. z o.o., Warsaw, Poland
132 ONET Holding Sp. z o.o., Warsaw, Poland
133 OnetM Sp. z o.o. (previously OnetMarketing Sp. z o.o.), Krakow, Poland
Marketing Models
Marketing Models
Marketing Models
Classified Ad Models
Classified Ad Models
Paid Models
Marketing Models
Classified Ad Models
Paid Models
Marketing Models
Paid Models
Paid Models
134 OnetMarketing Sp. z o.o. (previously OnetMarketing Sp. z o.o. S.K.A), Krakow, Poland
Paid Models
154
12/31/2014
12/31/2013
Share-
holding
in %
Share-
holding
in %
via
No.
1
92
16
92
2
1
149
139
146
32
101
151
8
-
100.0
-
100.0
100.0
100.0
70.0
100.0
-
100.0
100.0
100.0
-
via
No.
-
95
-
9
2
1
149
139
-
32
101
151
9)
-
151
100.0
151
8
152
107
76
115
83
83
162
124
102
115
132
87
-
151
151
83
147
115
83
124
83
137
151
-
83
151
142
83
147
146
115
115
133
-
82.2
100.0
100.0
100.0
100.0
100.0
-
-
-
100.0
100.0
80.0
100.0
100.0
100.0
100.0
50.0
50.0
-
-
-
100.0
100.0
94.0
100.0
100.0
99.7
51.0
49.0
75.0
100.0
99.9
0.1
-
152
107
76
115
83
83
-
-
-
115
132
87
62
151
151
83
147
115
9)
-
-
-
9)
137
151
24
83
151
142
83
147
146
9)
115
115
133
1.0
100.0
100.0
100.0
100.0
100.0
70.0
100.0
100.0
100.0
100.0
100.0
51.0
100.0
100.0
82.2
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
80.0
-
100.0
100.0
100.0
50.0
50.0
100.0
100.0
60.0
100.0
100.0
-
100.0
100.0
99.7
51.0
49.0
75.0
100.0
99.9
0.1
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
No. Company
135 Opineo Sp. z o.o., Wroclaw, Poland
136 Petöfi Lap- és Könyvkiadó Kft, Kecskemét, Hungary
137 Pnet (Pty) Ltd, Johannesburg, South Africa
138 Poliris S.A.S., Paris, France
139 PressImmo On Line S.A.S., Paris, France
140 RAS Online d.o.o., Belgrade, Serbia/Kosovo
141 Ringier Axel Springer CZ a.s., Prague, Czechia
142 Ringier Axel Springer d.o.o., Belgrade, Serbia/Kosovo
143 Ringier Axel Springer Inwestycje Sp. z o.o., Warsaw, Poland
144
Ringier Axel Springer Magyarország Kft (previously Axel Springer - Budapest Kiadói Kft),
Budapest, Hungary
145 Ringier Axel Springer Management AG, Zurich, Switzerland
146 Ringier Axel Springer Media AG, Zurich, Switzerland
147 Ringier Axel Springer Polska Sp. z o.o., Warsaw, Poland
148 Ringier Axel Springer Print CZ a.s., Prague, Czech Republic
149 Ringier Axel Springer Slovakia a.s., Bratislava, Slovakia
150
runtastic GmbH, Pasching, Austria
151 Saongroup Limited, Dublin, Ireland
152 SeLoger.com SAS, Paris, France
153 Skapiec Sp. z o.o., Wroclaw, Poland
154 SmartAdServer SAS, Paris, France
155 soFeminine.co.uk Limited, London, Great Britain
156 StepStone A/S, Kopenhagen, Denmark
157 StepStone B.V., Leiden, Netherlands
158 StepStone France SAS, Paris, France
159 StepStone NV, Brussels, Belgium
160 StepStone Austria GmbH, Vienna, Austria
161 StepStone Services Sp. z o.o., Warsaw, Poland
162 StepStone UK Holding Limited, London, Great Britain
163 Totaljobs Group Limited, London, Great Britain
164 Trans Press d.o.o., Belgrade, Serbia/Kosovo
165 Villaweb SARL, Rennes, France
166 Viviana Investments Sp. z o.o., Warsaw, Poland
167 WEBIMM SAS, Paris, France
Segment
Paid Models
Paid Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Paid Models
Classified Ad Models
Classified Ad Models
Paid Models
Marketing Models
Marketing Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Classified Ad Models
Paid Models
Classified Ad Models
Paid Models
Classified Ad Models
168
YOURCAREERGROUP Switzerland GmbH (StepStone Switzerland GmbH), Kloten,
Switzerland
Classified Ad Models
169 zanox B.V., Amsterdam, Netherlands
170 ZANOX Hispania SL, Madrid, Spain
171 zanox Reklam Hizmetleri Limited Sirketi, Istanbul, Turkey
172 zanox SAS, Paris, France
173 zanox Sp. z o.o., Warsaw, Poland
174 zanox SRL, Milan, Italy
Marketing Models
Marketing Models
Marketing Models
Marketing Models
Marketing Models
Marketing Models
175 ZANOX VEICULAÇÃO DE PUBLICIDADE NA INTERNET LTDA., São Paulo, Brazil
Marketing Models
176 zanox we create partners AB, Stockholm, Sweden
Marketing Models
177 ZÖLD ÚJSÁG Tömegkommunikációs és Kiadói Zrt, Budapest, Hungary
Paid Models
155
12/31/2014
12/31/2013
Share-
holding
in %
80.0
-
100.0
93.0
7.0
100.0
100.0
Share-
holding
in %
-
via
No.
132
-
94.0
151
152
139
152
142
100.0
93.0
7.0
100.0
100.0
-
-
100.0
100.0
146
100.0
99.0
96.5
100.0
50.0
100.0
146
147
146
146
92
146
100.0
-
92.9
50.0
100.0
-
-
100.0
100.0
50.1
100.0
98.0
0.5
80.0
100.0
100.0
-
100.0
100.0
100.0
146
11
162
87
8
132
83
83
-
62
62
62
0.0
160
100.0
100.0
100.0
100.0
100.0
100.0
100.0
65.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
0.0
100.0
-
61
62
62
162
142
139
147
152
62
76
76
76
76
76
76
76
38
76
-
100.0
50.1
100.0
98.0
0.5
-
100.0
100.0
100.0
100.0
100.0
100.0
0.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
-
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
0.0
100.0
100.0
via
No.
-
24
151
152
139
152
142
146
146
-
1
16
3)
146
141
146
11
162
87
8
-
83
83
62
62
62
62
160
7)
61
62
62
162
142
139
147
-
62
76
76
76
76
76
76
76
38
76
86
7)
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
No. Company
Other subsidiaries1)
Germany
12/31/2014
Share-
holding
in %
via
No.
No. Company
12/31/2014
Share-
holding
in %
via
No.
218
Zweiundsechzigste "Media" Vermögensverwaltungsges. mbH,
Berlin
100.0
1
178 Achtundsiebzigste "Media" Vermögensverwaltungsges. mbH, Berlin 100.0
179 Achtzigste "Media" Vermögensverwaltungsges. mbH, Berlin
180 AS Buchversand GmbH, Munich
181 Axel Springer Druckhaus Spandau GmbH & Co. KG, Berlin
182 Axel Springer Media Impact Management GmbH, Berlin
100.0
100.0
100.0
100.0
183 Axel Springer Offsetdruckerei Kettwig GmbH & Co. KG, Essen
100.0
184
Axel Springer Print Management GmbH (previously Neunundfünf-
zigste "Media" Vermögensverwaltungsges. mbH), Berlin
185 Axel Springer Security GmbH, Berlin
186 BILD Multimedia Verwaltungs GmbH, Berlin
187 CEO Event GmbH, Berlin
100.0
100.0
100.0
100.0
188 Dreiundsiebzigste "Media" Vermögensverwaltungsges. mbH, Berlin
100.0
189 Dreizehnte "Media" Vermögensverwaltungsges. mbH, Hamburg
100.0
190 Einundachtzigste "Media" Vermögensverwaltungsges. mbH, Berlin
100.0
191 Finanzen Corporate Publishing GmbH, Berlin
100.0
192 Fünfundsiebzigste "Media" Vermögensverwaltungsges. mbH, Berlin
100.0
193 hamburg.de Beteiligungs GmbH, Hamburg
194
Hammerich & Lesser Zeitschriften- und Buchverlag GmbH,
Hamburg
195 Hauptstadtsee 809. VV GmbH, Berlin
196
ims Verwaltungs GmbH, Hamburg
197
Informationsmedien Handels GmbH, Hamburg
198 kinkaa GbR, Berlin
199
meinestadt.de Vermögensverwaltungsgesellschaft mbH (previ-
ously "Dating Café" Vermittlungsagentur GmbH), Hamburg
200 myPass GmbH, Berlin
100.0
100.0
100.0
55.0
100.0
50.0
50.0
100.0
100.0
201 Neunundsiebzigste "Media" Vermögensverwaltungsges. mbH, Berlin
100.0
202 New Waves Entertainment GmbH, Berlin
203 Sales Impact Management GmbH, Hamburg
204 Scubia GbR, Berlin
205
Sechsundsechzigste "Media" Vermögensverwaltungsges. mbH,
Berlin
100.0
100.0
50.0
50.0
100.0
1
1
24
1
1
1
1
1
1
68
24
1
1
1
24
41
1
1
1
1
43
55
48
1
1
63
1
43
55
1
206
Sechsundsiebzigste "Media" Vermögensverwaltungsges. mbH,
Berlin
100.0
24
207
Siebenundsiebzigste "Media" Vermögensverwaltungsges. mbH,
Berlin
208 SmartAdServer GmbH, Berlin
209
Talpa Germany Verwaltungsgesellschaft mbH (previously
Schwartzkopff TV-Productions Verwaltungsges. mbH), Hamburg
210 Tarif24 GmbH, Berlin
211 TOPS Online Publications GbR, Lüneburg
212 Transfermarkt Verwaltungs GmbH, Hamburg
213 TunedIn Media GmbH, Berlin
214 Umzugsauktion Verwaltungs GmbH, Schallstadt
100.0
100.0
100.0
100.0
90.0
10.0
51.0
86.4
100.0
215 Vierundsiebzigste "Media" Vermögensverwaltungsges. mbH, Berlin
100.0
216 Zanox 1 AG i.L., Berlin
217 Zebra Interactive UG (haftungsbeschränkt), Berlin
100.0
100.0
1
83
23
43
35
43
31
1
44
24
76
308
Other countries
219 African Jobs Online Ltd, Port Louis, Mauritius
220 Alpha Real spol. s.r.o., Zilina, Slovakia
221 AUTOVIA, s.r.o., Bratislava, Slovakia
222 Axel Springer Digital Ventures Inc., Wilmington, USA
223 Axel Springer Editions SAS, Paris, France
224 Axel Springer Group Inc., New York, USA
225 Axel Springer Hírszolgálat Kft, Tatabánya, Hungary
100.0
100.0
100.0
100.0
100.0
100.0
100.0
226 Axel Springer International Group Limited, London, Great Britain
100.0
227 Axel Springer Media France S.A.R.L., Neuilly-sur-Seine, France
100.0
228 Axel Springer Media Italia s.r.l., Milan, Italy
229
Axel Springer Offsetdruckerei Ahrensburg GmbH & Co. KG,
Ahrensburg
100.0
100.0
230 Axel Springer Publishing International Limited, London, Great Britain
100.0
231 Axel Springer TV International Limited, London, Great Britain
232 Azet.sk – katalóg s.r.o., Zilina, Slovakia
233 BEMFEMININO.COM.BR, Sao Paulo, Brazil
234 Beyond the Job Ltd, Dublin, Ireland
235 Car Price List Yad2 Ltd., Tel Aviv, Israel
100.0
100.0
99.9
0.1
100.0
100.0
236 Communications Smart AdServer Canada inc., Montreal, Canada 100.0
237 CompuTel Telefonservice AG, Chur, Switzerland
238 Cpress Media s.r.o., Zilina, Slovakia
239 Cybersearch S.A., Guatemala City, Guatemala
240 Digitality Tech Solutions Private Limited, Mumbai, India
241 Estascontratadocom S.A., Panama City, Panama
242 Euro Blic Press d.o.o., Banja Luka, Bosnia-Herzegovina
243 eurobridge Inc., New York, USA
244
Immostreet ES, Barcelona, Spain
245 Jean Frey AG, Zurich, Switzerland
246 Job Navigator (Pty) Ltd, Johannesburg, South Africa
247 Jobcity Ltd., Tel Aviv, Israel
248 Motogo India Private Limited, Mumbai, India
249 My Kenyan Network Ltd, Nairobi, Kenya
250 My Little Box KK, Tokyo, Japan
251 Newtopia GmbH, Königs Wusterhausen
252 Périclès Atlantique S.A.R.L, Casablanca, Marokko
253 Saongroup Caribbean (Jamaica) Ltd, Kingston, Jamaica
151
96
96
11
194
17
144
1
17
17
1
226
226
96
83
84
151
104
83
95
96
266
100.0
100.0
100.0
0.0
151 7)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
55.6
100.0
100.0
100.0
51.0
16.0
100.0
85
266
142
1
139
95
137
104
85
219
124
63
138
139
103
254
Saongroup Caribbean (Trinidad) Ltd, Port of Spain, Trinidad and
Tobago
100.0
103
255 Saongroup.com India Pvt Ltd, Pune, India
256 SMART ADSERVER DO BRASIL LTDA., São Paulo, Brazil
257 Smart AdServer Espana S.L., Madrid, Spain
258 Smart AdServer Italia S.r.l., Milan, Italy
259 Smart Adserver Limited, London, Great Britain
260 Smart AdServer Polska Sp. z o.o., Krakow, Poland
100.0
100.0
100.0
100.0
100.0
100.0
151
83
83
83
83
83
156
Annual Report 2014
Axel Springer SE
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
No. Company
261 Smart AdServer USA Inc., Wilmington, USA
262 SPORT.SK s.r.o., Zilina, Slovakia
263 Tecoloco Com S.A. de C.V. Costa Rica, San Jose, Costa Rica
264 Tecoloco El Salvador S.A. de C.V., San Salvador, El Salvador
265 Tecoloco Holding S.A. de C.V., San Salvador, El Salvador
266 Tecoloco International Inc, Panama City, Panama
267 Tecoloco S.A. de C.V. Honduras, Tegucigalpa, Honduras
268 Tecoloco.com S.A. de C.V. Nicaragua, Managua, Nicaragua
269 Tecoloco.com S.A. de C.V. Panama, Panama City, Panama
270 wewomen.com Inc., Wilmington, USA
271 Yad2Pay Internet Ads Ltd., Haifa, Israel
272 Yad2Pay Ltd., Tel Aviv, Israel
273 zanox ltd., London, Great Britain
274 zanox Switzerland AG, Zurich, Switzerland
Investments accounted for using the equity method
Germany
275 AS TYFP Media GmbH & Co. KG, Munich
276 Bonial Enterprises GmbH & Co. KG, Berlin
277 Bonial Ventures GmbH, Berlin
278 PRINOVIS Ltd. & Co. KG, Hamburg
279 Project A Ventures GmbH & Co. KG, Berlin
Other countries
280 Blendle B.V., Utrecht, Netherlands
281
Editions Mondadori Axel Springer (EMAS) S.E.N.C., Montrouge
Cedex, France
282
INFOR BIZNES Sp. z o.o., Warsaw, Poland
283 MDB SAS, EVRY CEDEX, France
284 Ozy Media, Inc., Mountain View CA, USA
Other associated companies and joint ventures2)
Germany
285 Agenda Media GmbH, Hamburg
286 autohaus24 GmbH, Pullach
287 Axel Springer Plug and Play Accelerator GmbH, Berlin
288 Berliner Pool TV Produktion Gesellschaft mbH, Berlin
289
Blitz-Tip Radio Hessen Beteiligungsges. mbH & Co. KG, Bad
Soden am Taunus
12/31/2014
Share-
holding
in %
100.0
66.7
via
No.
83
96
100.0
266
0.0
151 7)
100.0
266
0.0
151 7)
100.0
266
0.0
151 7)
100.0
99.6
0.4
95.0
3.0
2.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
65.0
74.9
25.1
26.3
21.0
50.0
49.0
49.0
16.8
49.0
50.0
50.0
50.0
33.3
151
266
151
266
264
239
266
83
104
104
76
76
1
9 4)
1 4)
1
9
11
89
143
87
11 8)
72
6
11
72
1
290 Bonial Enterprises Verwaltungs GmbH, Berlin
1) No full consolidation due to immaterial impact (relation of net income and balance sheet total fo
9 4)
65.0
12/31/2014
No. Company
291 Dropspot GmbH, Berlin
292 Filmgarten GmbH, Berlin
293 Ges. für integr. Kommunikationsforschung mbH & Co. KG, Munich
294
Ges. für integr. Kommunikationsforschung Verwaltungs GmbH,
Munich
295 Harburger Zeitungsverwaltungsgesellschaft mbH, Hamburg
296 hyvent GmbH, Berlin
297
Intermedia Standard Presse-Code GmbH, Hamburg
298
InterRed GmbH, Haiger
Share-
holding
in %
40.0
42.0
25.0
25.0
24.8
49.0
32.0
24.0
299
ISPC Intermedia Standard Presse-Code GmbH & Co.KG, Hamburg
32.0
300 "Lühmanndruck" Harburger Zeitungsges. mbH & Co. KG, Hamburg
24.8
301 Mont Ventoux Media GmbH, Berlin
302 Motor-Talk GmbH, Berlin
303 MSV Medien Special Vertrieb GmbH & Co. KG, Hamburg
304 Myby GmbH & Co. KG i. L., Düsseldorf
305 Project A Management GmbH, Berlin
306 Qivive GmbH i. L., Bad Homburg
307 Radio Hamburg GmbH & Co. KG, Hamburg
308 Sparheld International GmbH, Berlin
309 TraderFox GmbH, Reutlingen
310
V.V. Vertriebs-Vereinigung Berliner Zeitungs- und Zeitschriften-
Grossisten GmbH & Co. KG, Berlin
50.0
20.0
50.0
25.1
26.3
33.3
35.0
30.0
25.1
48.5
311 Verwaltungsges. MSV Medien Special Vertrieb m.b.H., Hamburg
50.0
312 Zeitungs- und Zeitschriften Vertrieb Berlin GmbH, Berlin
35.5
via
No.
1
43
1
1
1
1
1
1
1
1
23
11
33
1
9
1
1
43
39
1
33
1
Other countries
313 AR Technology SAS, Paris, France
314 Asocijacija Privatnih Media, Belgrade, Serbia/Kosovo
315 Autoreflex.com SAS, Paris, France
316 BULGARPRESS OOD, Veliko Tarnovo, Bulgaria
317 EMAS Digital SAS, Montrouge Cedex, France
318 HUNGAROPRESS Sajtóterjesztö Kft, Budapest, Hungary
319
ITAS Media Private Limited, Delhi, India
320 Les Rencontres aufeminin.com SAS, Paris, France
321 PRINOVIS Ltd., London, Great Britain
322 SOKOWEB TECHNOLOGIES, S.L., Barcelona, Spain
323 Swan Insights SA / NV, Brussels, Belgium
324 VINA WOMAN UK LTD., London, Great Britain
Other significant investments
Other countries
86.5
20.0
100.0
317
142
313
25.5
50.0
24.0
49.0
50.0
25.1
31.2
25.1
30.0
1
89
1
5
83
1
32
62
83
325 Doğan TV Holding A.S., Istanbul, Turkey
14.8
34
6) The company has exercised the exemption options of Section 264b of the German Commer-
the company to net income and balance sheet total of the Group).
cial Code (Handelsgesetzbuch - HGB).
2) No at-equity consolidation due to immaterial impact (relation of net income of th company to
net income of the Group).
3) Control due to existing option rights.
4) No control due to the lack of contractual agreements, which exclude the power of control and
the possiblility to influence the variable outflaws.
5) The company has exercised the exemption options of Section 264 (3) of the German
Commercial Code (Handelsgesetzbuch - HGB).
7) Shares less than 0.1%.
8) Significant influence due to the representation in the supervisory board.
9) Due to option rights in the reporting year and/or in the prior year a share of 100 % consolidated.
10) Due to option rights in the reporting year and/or in the prior year a share of 89.99 %
consolidated.
157
Boards
Supervisory Board
The Supervisory Board is composed of the following persons:
Name, occupation
Seats on other mandatory
supervisory boards
Seats on comparable boards
in Germany and abroad
Dr. Giuseppe Vita
Chairman of the Supervisory Board of
Axel Springer SE
UniCredit S.p.A., Italy (Chairman of the Board of Directors)
Dr. h. c. Friede Springer
Vice Chairwoman of the Supervisory Board
of Axel Springer SE
ALBA Finance plc & Co. KGaA
ALBA plc & Co. KGaA
ALBA Group plc & Co. KG (Advisory Board)
Oliver Heine
Attorney at law and partner in the
law firm Heine & Partner
Rudolf Knepper (since April 16, 2014)
Entrepreneur
Lothar Lanz (since April 16, 2014)
Member of various Supervisory Boards
YooApplications AG, Switzerland (Board of Directors)
TAG Immobilien AG (Supervisory Board;
Chairman from June until November 2014)
Zalando SE (since February 2014)
Axel Springer Digital Classifieds GmbH (Chairman of the Supervisory Board until June
2014)
Axel Springer International Finance B.V., Netherlands (Supervisory Board until April
2014)
Do⁄an TV Holding A.S., Turkey (Supervisory Board)
Ringier Axel Springer Management AG, Switzerland (Board of Directors until May
2014)
Ringier Axel Springer Media AG, Switzerland (Board of Directors until May 2014)
Dr. Nicola Leibinger-Kammüller
President and Chairwoman of the Executive
Board of TRUMPF GmbH + Co. KG
Lufthansa AG
Siemens AG
Voith GmbH
Prof. Dr. Wolf Lepenies
University Professor (emer.) FU Berlin;
Permanent Fellow (emer.) at
Wissenschaftskolleg zu Berlin
Prof. Dr.-Ing. Wolfgang Reitzle (since April
16, 2014)
Entrepreneur
Continental AG (Chairman)
Hawesko Holding AG (since August 2014)
Medical Park AG (Chairman since June
2014; Supervisory Board since January 2014)
Holcim Limited, Switzerland (Chairman of the Board of Directors since April
2014; previously Board of Directors)
Martin Varsavsky (since April 16, 2014)
CEO, Fon Wireless Limited
Dr. Gerhard Cromme (until April 16, 2014)
Chairman of the Supervisory Board of
Siemens AG
Siemens AG (Chairman)
Klaus Krone (until April 16, 2014)
Entrepreneur
Dr. Michael Otto (until April 16, 2014)
Chairman of the Supervisory Board of
Otto GmbH & Co KG
Otto GmbH & Co KG (Chairman)
FORUM Grundstücksgesellschaft m.b.H. (Chairman of the Advisory Board)
Robert Bosch Industrietreuhand KG (Partner)
158
Annual Report 2014
Axel Springer SE
Executive Board
The Executive Board is composed of the following persons:
Executive Board member
Seats on mandatory
supervisory boards
Seats on comparable boards
in Germany and abroad
Boards
Dr. Mathias Döpfner
Chairman and Chief Executive Officer
Journalist
Jan Bayer
President BILD and WELT Group
Media scholar
Dr. Julian Deutz (since January 1, 2014)
Chief Financial Officer
(since April 16, 2014)
Master’s Degree in Business Administration
Dr. Andreas Wiele
President Marketing and Classified Ad
Models
Lawyer
dpa Deutsche Presse-Agentur GmbH (until
June 2014)
ZANOX AG (Chairman since August 2014;
previously Supervisory Board)
Ralph Büchi (until April 30, 2014)
President International Division
Master’s Degree in Business Administration
ZANOX AG (Supervisory Board; previously
Chairman of the Supervisory Board until
August 2014)
Lothar Lanz (until April 16, 2014)
Chief Financial Officer and
Chief Operating Officer
TAG Immobilien AG (Supervisory Board;
Chairman from June until November 2014)
Zalando SE (since February 2014)
Master’s Degree in Business Administration
159
Axel Springer Schweiz AG, Switzerland (Chairman of the Board of Directors)
B.Z. Ullstein GmbH (Advisory Board)
Ozy Media Inc., USA (Board of Directors since October 2014)
RHJ International SA, Belgium (Board of Directors)
Time Warner Inc., USA (Board of Directors)
Warner Music Group Corp., USA (Board of Directors since May 2014)
meinestadt.de GmbH (Supervisory Board until June 2014)
Amiado Group AG, Switzerland (Board of Directors until March 2014)
AUFEMININ SA, France (Board of Directors until June 2014)
Automotive Exchange Private Limited, India (Board of Directors)
Axel Springer Digital Classifieds GmbH (Supervisory Board since June 2014)
Axel Springer International Finance B.V., Netherlands (Supervisory Board from April
until December 2014)
Axel Springer Magyarország Kft., Hungary (Supervisory Board until September 2014)
Axel Springer Schweiz AG, Switzerland (Board of Directors)
ITAS Media Private Limited, India (Board of Directors)
Ringier Axel Springer Magyarország Kft., Hungary (Supervisory Board)
Ringier Axel Springer Management AG, Switzerland (Board of Directors since May
2014)
Ringier Axel Springer Media AG, Switzerland (Board of Directors since May 2014)
AUFEMININ SA, France (Board of Directors)
Axel Springer Digital Classifieds France SAS, France (Chairman of the Supervisory
Board since June 2014)
Axel Springer Digital Classifieds GmbH (Chairman of the Supervisory Board since
June 2014)
Axel Springer Digital Classifieds Holding GmbH (Chairman of the Advisory Board)
B.Z. Ullstein GmbH (Advisory Board)
Car & Boat Media SAS, France (Chairman of the Supervisory Board since July 2014)
Coral-Tell Ltd., Israel (Chairman of the Board of Directors since May 2014)
Immoweb SA, Belgium (Chairman of the Board of Directors since June 2014)
meinestadt.de GmbH (Chairman of the Supervisory Board since June 2014)
PRINOVIS Limited, Great Britain (Board of Directors)
SeLoger.com SAS, France (Chairman of the Supervisory Board since June 2014)
StepStone GmbH (Chairman of the Supervisory Board)
Amiado Group AG, Switzerland (Chairman of the Board of Directors)
Amiado Online AG, Switzerland (Chairman of the Board of Directors)
AUFEMININ SA, France (Board of Directors)
AR Technology SAS, France (Board of Directors)
Automotive Exchange Private Limited, India (Board of Directors)
AutoReflex.com SAS, France (Board of Directors)
Axel Springer Digital Classifieds France SAS, France (Chairman of the Supervisory
Board until June 2014)
Axel Springer International AG, Switzerland (Chairman of the Board of Directors)
Axel Springer Schweiz AG, Switzerland (Vice Chairman of the Board of Directors)
Car & Boat Media SAS, France (Supervisory Board since July 2014)
CompuTel Telefonservice AG, Switzerland (Chairman of the Board of Directors;
inactive)
Grupa Onet.pl S.A., Poland (Supervisory Board; Chairman of the Supervisory Board
until October 2014)
Immoweb SA, Belgium (Chairman of the Board of Directors until June 2014)
ITAS Media Private Limited, India (Board of Directors)
Ringier Axel Springer Management AG, Switzerland (Chairman of the Board of
Directors)
Ringier Axel Springer Media AG, Switzerland (Chairman of the Board of Directors)
SeLoger.com SAS, France (Chairman of the Supervisory Board until June 2014)
Today Merchandise Private Limited, India (Board of Directors until January 2014)
Axel Springer Digital Classifieds GmbH (Chairman of the Supervisory Board until June
2014)
Axel Springer International Finance B.V., Netherlands (Supervisory Board until April
2014)
Do⁄an TV Holding A.S., Turkey (Supervisory Board)
Ringier Axel Springer Management AG, Switzerland (Board of Directors until May
2014)
Ringier Axel Springer Media AG, Switzerland (Board of Directors until May 2014)
Financial Calendar
March 4, 2015
Annual Report, Annual Results Press Conference,
Investor/Analyst Conference Call
April 14, 2015
Annual General Meeting
May 7, 2015
Quarterly Financial Report as of March 31, 2015
August 4, 2015
Interim Financial Report as of June 30, 2015
November 4, 2015
Quarterly Financial Report as of September 30, 2015
Imprint
Address
Axel Springer SE
Axel-Springer-Strasse 65
10888 Berlin
Phone: +49 30 2591-0
Investor Relations
ir@axelspringer.de
Phone: +49 30 2591-77421/-77425
Fax: +49 30 2591-77422
Corporate Communications
information@axelspringer.de
Phone: +49 30 2591-77660
Fax: +49 30 2591-77603
Design
Axel Springer SE
Corporate Communications
Photos
Daniel Biskup (p. 4, p. 6)
Matti Hillig (p. 6, p. 7)
Sergio Rinaldi (p. 78)
The Annual Report and up-to-date information about
Axel Springer are available on the Internet at
www.axelspringer.com
The English translation of the Annual Report
is provided for convenience only. The German
original is legally binding.