TE

R

I

A

M

R

E

R T

20

ENTERTAIN. INFORM. ENGAGE.

"RTL Group reacted promptly to the worldwide spread of the coronavirus disease by focusing on four areas: the safety of our employees, the continuity of our businesses, liquidity, and cost and cash flow management.

As expected, our largest revenue stream - TV advertising - declined strongly in the second quarter of 2020, but we succeeded in offsetting 50 per cent of the revenue decline. We did so without cutting into the substance of our businesses or reducing investments in our streaming services, which is reflected in gains in market shares and a significant growth in paying subscribers for our streaming services. This demonstrates the resilience of our businesses, and the strength of our management teams. Our broadcasters and Fremantle restarted productions across all genres to offer our viewers fresh and exclusive content.

Despite the economic uncertainty, RTL Group's three-priority strategy - core, growth, alliances & partnerships - remains unchanged. We maintain our mid-term targets for the streaming services TV Now in Germany and Videoland in the Netherlands to grow their total number of paying subscribers to between 5 and 7 million, to grow streaming revenue to at least € 500 million and to break even by 2025. The growth in paying subscribers and streaming revenue in the first half of 2020 is in line with the 'boost' plans we presented in March."

Thomas

RABE

CHIEF EXECUTIVE OFFICER

RTL GROUP

RT L GROUP COUNTERS CORONAVIRUS CRISIS WITH COST AND CASH - FLOW MANAGEMENT - GAINS MARKET SHARES

AND GROWS STREAMING SUBSCRIBER BASE

Group revenue down 16.4 per cent to € 2.7 billion in H1/2020

Adjusted EBITA down to € 258 million; Adjusted EBITA margin at 9.7 per cent

Operating cash conversion rate of 164 per cent; net debt significantly reduced;

sufficient liquidity for all recovery scenarios

Q2/2020 revenue down by 28.3 per cent to € 1,186 million;

50 per cent of the revenue decline in Q2/2020 offset by cost reductions

Profit for the period at €156  million

Gains in net TV advertising market shares and outperformance of commercial competitors

on audience ratings in Germany, France and the Netherlands

Paying subscribers for RTL Group's streaming services in Germany and the Netherlands

up 45.2 per cent to 1.77 million

Restart of Fremantle productions in most territories, with significant content demand

from broadcasters and streaming platforms

Luxembourg, 13 August 2020 − RTL Group announces its non-audited results

for the six months ended 30 June 2020.

KEY FINANCIAL FIGURES JANUARY TO JUNE 2020

H1/2020

H1/2019

Per cent

€ m

€ m

change

Revenue

2,652

3,173

(16.4)

Adjusted EBITA1

258

538

(52.0)

Adjusted EBITA margin (per cent)

9.7

17.0

Reported EBITA

241

538

(55.2)

Impairment of investments accounted for using the equity method

(65)

-

Impairment of goodwill and amortisation and impairment of fair value adjustments

on acquisitions of subsidiaries

(4)

(10)

Re-measurement of earn-out arrangements and gain/(loss) from sale of subsidiaries,

other investments and re-measurement to fair value of pre-existing interest in acquiree

88

70

EBIT

260

598

(56.5)

Net financial income/(expense)

(19)

-

Income tax expense

(85)

(155)

Profit for the period

156

443

(64.8)

Attributable to:

  - Non-controlling interests

62

50

  - RTL Group shareholders

94

393

(76.1)

Reported EPS (in € )

0.61

2.56

(76.1)

3

Interim report January to June 2020

1  See p. 8 of RTL Group's Interim Report January to June 2020

H1/2020: REVENUE AND EBITA DOWN,

NET DEBT SIGNIFICANTLY DOWN

  • Group revenue was down 16.4 per cent to € 2,652 million (H1/2019: € 3,173 million), mainly due to declining TV advertising markets across Europe in the second quarter of 2020 as a result of the Covid-19 outbreak. Group revenue was down
    1. per cent organically2.
  • Q2/2020 Group revenue was down 28.3 per cent to € 1,186 million (Q2/2019: € 1,655 million). 50 per cent of the revenue decline was offset3 by lower costs in Adjusted EBITA4.
  • Streaming revenue5 from TV Now and Videoland was up 23.1 per cent, to € 80 million (H1/2019: € 65 million).
  • Adjusted EBITA was down to € 258 million (H1/2019: € 538 million). The Adjusted EBITA margin came in at 9.7 per cent (H1/2019:
    1. per cent). Reported EBITA6 was down to € 241 million.
  • Profit for the period was down to € 156 million (H1/2019: € 443 million), mainly due to the decrease in Reported EBITA. This was partly compensated by significantly lower income tax expense.
  • Net cash from operating activities was at € 336 million (H1/2019: € 354 million), resulting in an operating cash conversion rate of 164 per cent (H1/2019: 95 per cent).
  • RTL Group further reduced its net debt and has significant unused and committed Bertelsmann credit facilities, with no maturities before 2023. At 30 June 2020, RTL Group had a net debt position7 of € 181 million (31 December 2019: net debt of € 384 million).

STRENGTHENING RTL GROUP'S CORE

  • During the coronavirus pandemic, RTL Group increased its net reach, viewing times and digital usage across its channels and platforms, as they provided information and entertainment to millions of people who faced unprecedented disruption to their daily lives. RTL Group gained both net TV advertising market shares and outperformed its commercial competitors on audience ratings in Germany, France and the Netherlands.
  • RTL Group's news channels and most popular news formats all reached audience highs during the corona lockdown periods. At the same time, live entertainment formats were especially successful:
    • In Germany, Let's dance scored the best ratings since 2014, despite the fact that there was no audience allowed in the studio. Its average audience share was 19.1 per cent in the target group of viewers aged 14 to 59.
    • In France, Tous en Cuisine (All in the Kitchen) was the format success during the lockdown period with an average audience share of 20.0 per cent in the commercial target group of women under 50 responsible for purchases.
  • Groupe M6 continued its efforts to focus on its core businesses. After the sale of the football club Girondins de Bordeaux and MonAlbumPhoto (2018), as well as the combination of its subsidiary iGraal with the German Global Savings Group, Groupe M6 announced it had entered into exclusive negotiations with Stars to sell its home shopping business. The transaction remains subject to the finalisation of the negotiations and to consultation with the employee representative bodies.

2  Adjusted for portfolio changes, the wind-down of StyleHaul and at constant exchange rates

3  The compensation rate is defined as total cost reduction as a percentage of total revenue decline in a defined period

4  The Adjusted EBITA represents a recurring operating result and excludes significant special items. Further details can be found on p. 8 of

RTL Group's Interim Report January to June 2020

5 Streaming revenue includes SVOD, TVOD and in-stream revenue from TV Now and Videoland

6  See p. 8 of RTL Group's Interim Report January to June 2020

7  The net debt excludes current and non-current lease liabilities. Including these, net debt amounts to € 597 million

(31 December 2019:

€ 816 million). See note 5.˙ to the Condensed Consolidated Interim Financial Information

4

Interim report January to June 2020

BOOSTING GROWTH BUSINESSES

  • At the end of June 2020, RTL Group registered 1.77 million paying subscribers for its streaming services TV Now in Germany and Videoland in the Netherlands, up 45.2 per cent year on year.
  • TV Now continues to expand its content offer, with a substantial increase in TV Now originals of around one new format per week - including 11 new German fiction series - for the upcoming season 2020/2021. Another driver for TV Now will be the streaming of exclusive matches in the Uefa Europa and Uefa Europa Conference Leagues, starting with the 2021/2022 season. In addition, TV Now introduced a new Premium+ subscription in April 2020. Premium+ subscribers can enjoy two streams in parallel, free of advertising, and with original sound for non-German productions.
  • RTL Nederland announced a new hybrid model for Videoland, adding an entry subscription model at a lower price that shows advertising, and a Plus subscription model that includes the use of more screens. This strategic step opens Videoland up to advertising clients of the Dutch Ad Alliance. Upcoming content highlights for Videoland include Drag Race Holland, the drama series Lieve Mama, the reality format Love Island and the second season of the true crime series De Jacht op de Mocro Maffia.
  • The commercial launch of Salto - the joint subscription streaming service of Groupe TF1, France Télévisions and Groupe M6 - is planned for autumn 2020. In France, Groupe M6's advertising- financed streaming service, 6play, recorded an additional one million active users compared to 30 June 2019, and a 15.1 per cent increase in videos viewed for the first half of 2020.
  • With Bedrock, Groupe M6 is building the tech platform for the streaming service Salto. The Bedrock tech platform will also be used by Videoland in the Netherlands, as well as the RTL services in Belgium, Hungary and Croatia.
  • Fremantle had creative successes across all genres in the first half of 2020 with American Idol, America's Got Talent: The Champions, the reality- dating formats Five Guys a Week on Channel 4 and Too Hot to Handle on Netflix. Fremantle also continued its push into drama production with the launches of The New Pope on Sky Italia, Baghdad Central on Channel 4 and the UFA Fiction film Betonrausch on Netflix. Fremantle International sold The Salisbury Poisonings - the four-part drama series from BBC One and Dancing Ledge Productions - to AMC in the US. The series, which launched in June 2020, was the BBC's highest rated drama since August 2018.
  • Fremantle's drama pipeline includes many high- profile productions such as the third season of My Brilliant Friend, a new series about the Israeli Prime Minister Benjamin Netanyahu, the UFA feature film Siegfried & Roy, the drama series We are who we are for HBO and the upcoming real- life drama series about UK Prime Minister Boris Johnson's turbulent life during the coronavirus crisis. Fremantle also announced that Academy Award winner Paolo Sorrentino will write and direct The Hand of God produced by Fremantle's The Apartment, for Netflix.
  • The first format of RTL Group's Format Creation Group (FC Group), Like Me - I'm Famous, was commissioned by Mediengruppe RTL Deutschland and has been available since 11 August 2020 on TV Now.

5

Interim report January to June 2020

FOSTERING ALLIANCES AND PARTNERSHIPS

  • RTL Group is building an open ad-tech platform, based on the technology developed by Smartclip and tailored for the needs of European broadcasters and streaming services. Smartclip and Atresmedia announced they would deepen their strategic partnership. Smartclip will now enable addressable TV (ATV) advertising solutions for Atresmedia at scale. The joint aim is to provide the largest ATV product offer in Spain. RTL Group is in talks with several major European broadcasters to work on similar ad-tech partnerships with Smartclip.
  • Fremantle, Penguin Random House UK and BMG launched a joint podcast business as part of the Bertelsmann Content Alliance UK. The new podcast company, Storyglass, will focus on developing and

producing podcasts of all genres, complementing the output of each of the businesses across TV, books and music in a UK Audio Alliance. The new business will produce podcast projects across scripted, non-scripted, documentary, true crime, lifestyle, music and talent-led series for all major podcast distribution platforms.

  • The public and private radio groups in France - including the RTL radio family (part of Groupe M6), Lagardère News, Les Indés Radios and Radio France
    - announced a joint venture to develop a free digital platform that aims to make their radio programmes and content available on various digital devices. The company is open to all French radio stations that would like to join.

O U T L O O K

Given

the

current

economic

uncertainty,

RTL

Group's

Board of

Directors

decided on

2 April 2020

to withdraw the previous outlook

(dated 13 March 2020) which did not reflect the coronavirus outbreak.

  • As stated on 2 April 2020, global economic development and prospects have significantly deteriorated since mid-March, when RTL Group gave its outlook statement.
  • RTL Group currently expects that the decline of net TV advertising markets will slow down in the third quarter of 2020, projecting its TV advertising

revenue to be down by around minus 10 per cent in Q3/2020 compared to Q3/2019 (decline in Q2/2020: approximately minus 40 per cent year on year) - assuming further normalisation of the market conditions.

  • However, there is a high level of uncertainty regarding TV advertising revenue in Q4/2020. Consequently, RTL Group is currently not in a position to provide a new outlook for the full year 2020, except that RTL Group's full-year 2020 revenue and Adjusted EBITA will be significantly below 2019 and other recent years.

6

Interim report January to June 2020

CORPORATE PROFILE

With interests in 68 television channels, eight streaming platforms, 31 radio stations, a global business for content production and distribution, and digital video networks, RTL Group entertains, informs and engages audiences around the world.

The Luxembourg-based company owns stakes in TV channels and radio stations in Germany, France, Belgium, the Netherlands, Luxembourg, Spain, Hungary and Croatia. Through Fremantle, it is one of the world's leading producers of TV content: from talent and game shows to drama, daily soaps and telenovelas, including Idols, Got Talent, Family Feud, American Gods and Charité. Combining the streaming services of its broadcasters, the digital video networks BroadbandTV and Divimove, and Fremantle's more than 300 YouTube channels, RTL Group has become the leading European media company in digital video. RTL Group also owns the ad-tech businesses Smartclip and SpotX. RTL AdConnect is RTL Group's international advertising sales house.

The roots of the company date back to 1924, when Radio Luxembourg first went on air. Compagnie

Luxembourgeoise de Radiodiffusion (CLR) was founded in 1931. As a European pioneer, the company broadcast a unique programme in several languages using the same wavelength.

RTL Group itself was created in spring 2000, following the merger of Luxembourg-basedCLT-UFA and the British content production company Pearson TV, owned by Pearson PLC. CLT-UFA was created in 1997 when the shareholders of UFA (Bertelsmann) and the historic Compagnie Luxembourgeoise de Télédiffusion - CLT (Audiofina) merged their TV, radio and production businesses.

Bertelsmann has been the majority shareholder of RTL Group since July 2001. RTL Group's shares (ISIN: LU0061462528) are publicly traded on the regulated market (Prime Standard) of the Frankfurt and Luxembourg Stock Exchanges. Since September 2013, RTL Group has been listed in the MDAX stock index. RTL Group publishes its consolidated accounts in accordance with IFRS.

For more information, please see the RTL Group Annual Report 2019, on pages 40ff.

STRATEGY

RTL Group's strategy is built on three priorities:

1.Strengthening the Group's core businesses.

2.Expanding RTL Group's growth businesses, in particular in the areas of streaming, content production and technology.

3.Fostering alliances and partnerships in the European media industry.

RTL Group's strategy is outlined in more detail in RTL Group's Annual Report 2019.

RTL Group does not consider its corporate strategy to have changed in a material way since the publication of the Annual Report 2019.

For more information, please see the RTL Group Annual Report 2019 on pages 47 to 50.

7

Interim report January to June 2020

FINANCIAL REVIEW

KEY PERFORMANCE INDICATORS

RTL Group uses various key performance indicators (KPIs) to control its businesses, including revenue, EBITDA, Reported EBITA and Adjusted EBITA, RTL Group Value Added (RVA), net debt, operating cash conversion rate and audience share in main target groups.

RTL Group's key performance indicators are mostly determined on the basis of so-called alternative performance measures, which are not defined by IFRS. Management believe they are relevant for measuring the performance of the Group's operations, financial position and cash flows, and for making decisions. These KPIs also provide additional information for users of the financial statements

regarding the management of the Group on a consistent basis over time and regularity of reporting.

For definitions and more details of these KPIs (Adjusted EBITA excepted), see note 5.˙ to the Condensed Consolidated Interim Financial Information as at 30 June 2020.

Adjusted EBITA, as this is not defined in Condensed Consolidated Interim Financial Information, represents a recurring operating result and excludes significant special items. Significant special items exceed the threshold of € 5 million, and need to be approved by management, and primarily consist of restructuring expenses and other special factors or distortions.

GROUP REVENUE

Based on RTL Group's estimates, the net TV advertising market decreased significantly in the first half of 2020 in all markets where the Group is active, resulting from the impact of the coronavirus pandemic. At the beginning of March, RTL Group registered first cancellations of advertising bookings. This trend accelerated with the introduction of wide-ranging lockdown measures across Europe in late March, with

a major impact on the European TV advertising markets in Q2/2020.

A summary of RTL Group's key markets is shown below, including estimates of net TV advertising market growth rates and the Group's audience shares in the main target group.

H1/2020

H1/2020

H1/2019

Net TV

RTL Group

RTLGroup

advertising

audience share

audience share

market­

growth rate

in main target group

in main target group

(in per cent)

(in per cent)

(in per cent)

Germany

(20.0) to (20.5)8

28.09

28.29

France

(28.0)10

22.511

21.111

The Netherlands

(26.2)8

30.812

29.912

Belgium

(26.7)8

35.913

35.713

Hungary

(21.5)8

26.114

27.014

Croatia

(29.5)8

28.915

26.115

Spain

(31.8)16

27.517

28.517

Group revenue was down 16.4 per cent to

outbreak. Group revenue was down 15.4 per cent

€ 2,652 million (H1/2019: € 3,173 million), mainly due

organically18. Foreign exchange rate effects had a

to declining advertising markets across Europe in the

positive effect of € 5 million on Group revenue.

second quarter of 2020 as a result of the Covid-19

8

Interim report January to June 2020

8  Source: Industry and RTL Group estimates

9 Source: GFK.

Target group: 14 to 59, including pay-TV channels

10  Source: Groupe M6 estimate

11 Source: Médiamétrie. Target

group: women under 50

responsible for purchases

(free-to-air channels: M6, W9, 6ter and Gulli for 2019)

12  Source: SKO. Target group:

25 to 54, 18 - 24h. Restated for a different audience measurement method,

now excluding the screen use coming from devices such as hard disk DVD and video recorders

13  Source: Audimétrie. Target group: shoppers 18 to 54, 17 - 23h

14  Source: AGB Hungary. Target group: 18 to 49, prime time (including cable channels and for 2020 also guest viewers)

15  Source: AGB Nielsen Media Research. Target group:

18 to 49, prime time

  1. Source: InfoAdex
  2. Source: Kantar TNS.
    Target group: 25 to 59

18  Adjusted for portfolio changes, the wind-down of StyleHaul and at constant exchange rates

9.˙

RTL GROUP REVENUE BRIDGE IN THE FIRST HALF OF 2020

(in €  million)

FX

SCOPE19

ORGANIC DECLINE20

H1/2019

H1/2020

Streaming revenue21 from TV Now and Videoland was up 23.1 per cent to € 80 million (H1/2019: € 65 million).

RTL Group's advertising revenue was € 1,361 million (H1/2019: € 1,734 million), of which € 1,087 million represented TV advertising revenue (H1/2019: € 1,405 million), € 139 million represented digital advertising revenue (H1/2019: € 149 million) and € 89 million represented radio advertising revenue (H1/2019: € 128 million).

RTL Group's digital revenue was down by

7.0 per cent to € 477 million (H1/2019: € 513 million), mainly due to Fremantle and the scope exit StyleHaul. In the first half of 2019, Fremantle's digital revenue was

boosted by the launch of the second season of American Gods on Amazon Prime Video.

Digital revenue is spread over the different categories of revenue, i.e. digital advertising sales, revenue from distribution and licensing content, and consumer and professional services. In contrast to some competitors, RTL Group recognises only pure digital businesses as digital revenue and does not consider e-commerce, home shopping and platform revenue as digital revenue. Revenue from e-commerce and home shopping are included in 'revenue from selling goods and merchandise and providing services' as stated in

note of the Condensed Consolidated Interim Financial Information.

EBITDA AND EBITA

RTL Group comments primarily on EBITA as the KPI for measuring profitability. The Group notes that the analyst community continues to use EBITDA as a KPI for the Group's profitability. As a result, for purposes of comparability both EBITDA and EBITA are disclosed.

Reported EBITDA was down by 45.3 per cent to € 362 million (H1/2019: € 662 million).

Reported EBITA was down, to € 241 million (H1/2019: € 538 million), mainly due to declining TV advertising markets across Europe in the second quarter of 2020 as a result of the Covid-19 outbreak. The Reported

EBITA margin came in at 9.1 per cent (H1/2019:

17.0 per cent). The reconciliation of EBITDA and Reported EBITA is provided on page 27 of the Condensed Consolidated Interim Financial Information. Considering the special items that amounted to minus € 17 million, mainly related to onerous advertising sales contracts, Adjusted EBITA was down to € 258 million (H1/2019: € 538 million). The Adjusted EBITA margin came in at 9.7 per cent (H1/2019: 17.0 per cent).

Group operating expenses were at € 2,441 million in H1/2020 compared to € 2,684 million in H1/2019.

19 Including portfolio

changes and the wind-down of StyleHaul

20  The organic growth/decline is calculated by adjusting the reported revenue growth/decline for the impact

FINANCIAL DEVELOPMENT OVER TIME

H1/2020

H1/2019

H1/2018

H1/2017

H1/2016

€ m

€ m

€ m

€ m

€ m

Revenue

2,652

3,173

3,046

2,978

2,878

EBITDA

362

662

638

626

679

Reported EBITA

241

538

548

533

580

Adjusted EBITA

258

538

-

-

-  

9

Interim report January to June 2020

of exchange rate effects, corporate acquisitions and disposals, as well as other effects. When determining the exchange rate effects, the functional currency that is valid in the respective country is used. The other effects include changes

in methods and reporting

21 Streaming revenue includes SVOD, TVOD and in-stream revenue from TV Now and Videoland

8.˙

RTL GROUP VALUE ADDED ( RVA )

See note 5.˙ to the Condensed Consolidated Interim

Financial Information as at 30 June 2020.

MAIN PORTFOLIO CHANGES

RTL Group made several immaterial acquisitions in the first half of 2020.

In March 2020, Groupe M6 sold its shareholding in its subsidiary iGraal to German Global Savings Group (GSG). The deal took the form of a partial cash sale

and a share swap. As a result, Groupe M6 has become the leading shareholder in GSG. The transaction resulted in a capital gain of € 78 million. For further

information please see note of the Condensed Consolidated Interim Financial Information.

OTHER PERFORMANCE INDICATORS

INVESTMENTS ACCOUNTED

FOR USING THE EQUITY METHOD

The total contribution of these investments was € 13 million (H1/2019: € 28 million).

The further reduction of the share price, and the reduction of Spanish TV advertising spend due to the Covid-19 crisis, constituted triggering events for performing the impairment testing for Atresmedia at 30 June 2020. The current valuation resulted in an impairment, generating a loss of minus € 60 million at 30 June 2020.

INTEREST EXPENSE

Net interest expense amounted to € 16 million (H1/2019: € 15 million) for the six months ended 30 June 2020.

INCOME TAX EXPENSE

In the first half of 2020, the tax expense was €85  million (H1/2019: € 155 million).

PROFIT ATTRIBUTABLE

TO RTL GROUP SHAREHOLDERS

The profit for the period attributable to RTL Group shareholders decreased to € 94 million (H1/2019: € 393 million), mainly due to the decrease in Reported EBITA. This was partly compensated by significantly lower income tax expense.

EARNINGS PER SHARE

Reported earnings per share, based upon 153,574,105 shares, was € 0.61 (H1/2019: € 2.56 per share based upon 153,540,478 shares).

NET DEBT POSITION AND CASH CONVERSION

The consolidated net debt position at 30 June 2020 was € 181 million (31 December 2019: net debt of

€ 384 million). The operating cash conversion rate22 was 164 per cent (H1/2019: 95 per cent).

As at

As at

30 June

31 December

Net debt

2020

2019

€ m

€ m

Gross balance sheet debt

(923)  

(788)  

Add:

cash and cash equivalents

512

377

current deposit with shareholders

226

27

other effects

4

-  

Net debt23

(181)

(384)  

22 See note 5.˙ to the Condensed Consolidated Interim Financial Information

23  Of which net debt of

€ 11 million held by Groupe M6 (net as at 31 December 2019: € 80 million). The net debt excludes current and non-current lease liabilities (€ 416 million at 30 June 2020; €432 million at

31 December 2019)

10

Interim report January to June 2020

REVIEW BY SEGMENTS

HALF - YEAR TO JUNE 2020 (H1/2020)

Half-year to June

Half-year to June

Revenue

2020

201924

€ m

€ m

Mediengruppe RTL Deutschland

904

1,088

Groupe M6

557

715

Fremantle

707

828

RTL Nederland

207

235

RTL Belgium

66

90

Other segments

330

338

Eliminations

(119)

(121)

Total revenue

2,652

3,173

Half-year to June

Half-year to June

Adjusted EBITA

2020

201924

€ m

€ m

Mediengruppe RTL Deutschland

174

328

Groupe M6

85

150

Fremantle

23

52

RTL Nederland

2

18

RTL Belgium

3

17

Other segments

(29)

(27)

Adjusted EBITA

258

538

Half-year to June

Half-year to June

Adjusted EBITA margin

2020

201924

per cent

per cent

Mediengruppe RTL Deutschland

19.2

30.1

Groupe M6

15.3

21.0

Fremantle

3.3

6.3

RTL Nederland

1.0

7.7

RTL Belgium

4.5

18.9

Adjusted EBITA margin RTL Group

9.7

17.0

Per cent change

(16.9) (22.1) (14.6) (11.9) (26.7)

(2.4)

-

(16.4)

Per cent change

(47.0) (43.3) (55.8) (88.9) (82.4)

(7.4)

(52.0)

Percentage point change

(10.9)

(5.7)

(3.0)

(6.7)

(14.4)

(7.3)

24  Figures for the first half of

2019 have been restated. For more information please see note 7.˙ of the Condensed Consolidated Interim Financial Information

11

Interim report January to June 2020

FINANCIAL RESULTS

In the reporting period, the German net TV advertising market was estimated to be down between 20.0 and 20.5 per cent year on year, with Mediengruppe RTL Deutschland performing slightly better than the market. Total revenue of Mediengruppe RTL Deutschland was down 16.9 per cent to € 904 million (H1/2019: € 1,088 million). Accordingly, Adjusted EBITA was significantly down to € 174 million (H1/2019: € 328 million).

AUDIENCE RATINGS

Mediengruppe RTL Deutschland's combined average audience share in the target group of viewers aged 14 to 59 was 28.0 per cent in the first six months of 2020 (H1/2019: 28.2 per cent). The German RTL family of channels increased its lead over its main commercial competitor, ProSiebenSat.1, to 4.0 percentage points (H1/2019: lead of 3.3 percentage points). With its portfolio of eight free-TVand four pay- TV channels, the streaming service TV Now as well as the journalistic digital platforms ntv.de and RTL.de, Mediengruppe RTL Deutschland reached 31 million viewers and around 7 million unique users every day in the first half of 2020 (H1/2019: 30 million viewers and 5 million unique users)25.

RTL Television remained the viewers' number one choice in Germany, with an audience share of

10.7 per cent in the target group of viewers aged 14 to 59 (H1/2019: 11.0 per cent). Successful formats included live shows such as Ich bin ein Star - Holt mich hier raus! (I'm a Celebrity, Get Me Out of Here!), Let's Dance, Pocher & Wendler and the evening news show, RTL Aktuell.

The streaming service TV Now attracted a record 6 million unique users26 in March 2020 and recorded an increase in paying subscribers of 49.5 per cent compared to 30 June 2019, as well as an increase in viewing time of 35.8 per cent. This was mainly driven by the wide range of programmes available, including the original TV Now reality shows Prince Charming, which was awarded with a Grimme Prize, Are you the one?, Temptation Island and the revival of Beverly Hills 90210.

In the first half of 2020, Vox achieved an average audience share of 6.2 per cent in the target group of viewers aged 14 to 59 (H1/2019:

6.4 per cent). Successful formats included Die Höhle der Löwen (Dragons' Den), Grill den Henssler and Kitchen Impossible.

During the first six months of 2020, Nitro recorded a strong average audience share of 2.1 per cent (H1/2019: 2.2 per cent) in the target group of viewers aged 14 to 59, even though Uefa Europa League games could not be broadcast during the lockdown period.

The news channel N-TV attracted 1.3 per cent (H1/2019: 1.0 per cent) of viewers aged 14 to 59 in the first half of 2020.

RTL Plus is constantly growing, and attracted an audience share of 1.7 per cent in the first half of 2020 in the target group of viewers aged 14 to 59 (H1/2019: 1.5 per cent).

With an average daytime audience share of 21.1 per cent in its target group of children aged 3 to 13 (H1/2019:

22.2 per cent, 6:00 to 20:15), Super RTL continued to be the most popular children's channel in Germany.

During the first half of 2019, RTL II attracted

  1. per cent of viewers aged 14 to 59 (H1/2019:
  1. per cent).

25  Source: TV: own calculations based on AGF/GFK figures and rights, AGF in cooperation with GFK, KFA (0/1 - method), usage filter viewer, finally evaluated; digital: agof daily digital facts, target group 16+

26  According to the March 2020 edition of the German Association of Online Research's AGOF digital facts

12

Interim report January to June 2020

FINANCIAL RESULTS

The French net TV advertising market was estimated to be down 28.0 per cent compared to the first half of 2019. Groupe M6's total revenue was down, to € 557 million (H1/2019:

€ 715 million), mainly due to the decline in TV advertising revenue. Accordingly, Adjusted EBITA in the first half of 2020 was significantly down to € 85 million (H1/2019: € 150 million). Groupe M6 successfully offset 59 per cent of the decline in revenue through cost savings.

AUDIENCE RATINGS

The audience share of the Groupe M6 family of free- to-air channels in the commercial target of women under 50 responsible for purchases in the first half of 2020 was up to 22.5 per cent supported by the acquisition of Gulli (H1/2019: 21.1 per cent). The total audience share also increased to 14.5 per cent (H1/2019: 13.2 per cent).

The main channel M6 recorded a slight decrease in audience share, to 14.1 per cent among women under

50 responsible for purchases (H1/2019: 14.3 per cent). M6 remained the second most-watched channel in France in this target group thanks to successful shows such as Top Chef, the news programmes Le 1245 and Le 1945, and Tous en Cuisine (All in the Kitchen), an innovative show developed within a few days during the lockdown period with an average audience share of 20.0 per cent in the commercial target group of women under 50 responsible for purchases.

The advertising-financed streaming service 6play continued to grow significantly, with 17.2 million active users in the first half of 2020 (H1/2019: 16.2 million active users). The streaming service generated 715 million video views across all screens s in the first half of 2020 - up 15.1 per cent year on year (H1/2019: 621 million).

W9's audience share reached an average of

3.9 per cent in the target group of women under 50 responsible for purchases (H1/2019: 4.0 per cent). 6ter remained the leader for the commercial target of women under 50 responsible for purchases among the new generation of DTT channels, with a stable audience share of 2.8 per cent (H1/2019: 2.8 per cent).

Gulli reached an average audience share of

  1. per cent in the same target group (H1/2019:
  1. per cent).

During the first six months of 2020, Groupe M6's radio family (RTL, RTL 2, Fun Radio) recorded an average audience share of 19.2 per cent (H1/2019:

18.6 per cent)27. The French RTL radio family was the number-one commercial radio group, 5.4 percentage points ahead of the next commercial radio group.

The average audience share of the flagship station RTL Radio was 13.4 per cent (H1/2019: 12.1 per cent),

7.4 percentage points ahead of the next commercial competitor (H1/2019: 5.9 percentage points).

27  From 16 March 2020 to 10 May 2020 the radio audience measurement was stopped, therefore this period is not included in these figures

13

Interim report January to June 2020

FINANCIAL RESULTS

Revenue at RTL Group's content business, Fremantle, was down by 14.6 per cent to

€ 707 million in the first half of 2020 (H1/2019: € 828 million), mainly due to fewer deliveries of shows and postponements of productions as a result of the Covid-19 impact on numerous territories. Accordingly, Fremantle's Adjusted EBITA was down, to € 23 million (H1/2019: € 52 million).

NON - SCRIPTED

American Idol was very successful under special circumstances, with the live shows produced remotely using 120 iPhones in the judges' and contestants' homes. For the key commercial target group of viewers aged 18 to 49 American Idol won a

7.6 per cent average audience share. The fourth season on ABC has already been confirmed for 2021.

In the US, America's Got Talent: The Champions won an average audience of 8.9 million viewers, resulting in a 9.5 per cent total audience share. The 15th season of America's Got Talent launched in May 2020, and won an average audience share of 10.6 per cent among viewers aged 18 to 49, performing 63 per cent higher than NBC's prime-time average.

In April 2020, Too Hot to Handle, the original reality dating format from Talkback in the UK, launched on Netflix and quickly topped its most-watched charts globally. Netflix's Co-Chief Executive Officer and Chief Content Officer, Ted Sarandos, praised the show as the streaming platform's "biggest competition show ever". In March 2020, Five Guys a Week launched on Channel 4 in the UK and was watched by 1.4 million viewers on average per episode on all platforms available - ranking as Channel 4's number-one dating show among online viewers in 2020. The show was already sold to France, Canada, Denmark, Norway, Finland and Sweden.

S C R I P T E D

After its launch in June 2020, The Salisbury Poisonings - the four-part drama series from BBC One and Dancing Ledge Productions - was the BBC's highest rated drama since August 2018. The first episode was watched by 10.0 million viewers, representing a total audience share of 43.7 per cent, making it the biggest new drama across all channels in the UK since 2018. Fremantle International sold The Salisbury Poisonings to AMC in the US and to Movistar+ in Spain.

My Brilliant Friend: The Story of a New Name launched on Sky in the UK in June 2020. In February 2020, it became the most-watched drama series in Italy since December 2018, winning an average audience of 6.7 million viewers and a total average audience share of 28.0 per cent for the series. The series was sold to iQIYI, Youko and Tencent Video platforms in China, marking the first time a non-English language European drama has sold to all three platforms simultaneously.

The Luminaries, a high-end series set in New Zealand at the height of the 1860s gold rush, launched on BBC One and was watched by 6.5 million viewers across all platforms (with an additional 1.2 million viewers watching the show on catch-up), achieving an average total audience share of 30 per cent.

14

Interim report January to June 2020

FINANCIAL RESULTS

The Dutch net TV advertising market was estimated to be down, by 26.2 per cent in the first half of 2020. Accordingly, RTL Nederland's revenue decreased by 11.9 per cent to

€ 207 million (H1/2019: € 235 million).

This resulted in a significantly lower Adjusted EBITA of € 2 million (H1/2019: € 18 million).

AUDIENCE RATINGS

RTL Nederland's channels combined prime-time audience share in the target group of viewers aged 25 to 54 was up to 30.8 per cent in the first half of 2020 (H1/2019: 29.9 per cent), ahead of the public broadcasters (30.2 per cent) and Talpa TV (21.5 per cent). RTL Nederland increased its lead over Talpa TV to 9.3 percentage points (H1/2020: 7.1 percentage points).

FINANCIAL RESULTS

In the first half of 2020, the net TV advertising market in French-speaking Belgium was estimated to be down 26.7 per cent. Accordingly, RTL Belgium's revenue was down to € 66 million (H1/2019: € 90 million). Adjusted EBITA decreased to € 3 million (H1/2019: € 17 million), reflecting lower TV and radio advertising revenue.

AUDIENCE RATINGS

In the first half of 2020, the combined prime-time audience share of RTL Belgium's family of TV channels in the target group (shoppers aged 18 to 54) increased to 35.9 per cent (H1/2019:

35.7 per cent). RTL Belgium's lead over the public channels was 15.1 percentage points (H1/2019: lead of 16.9 percentage points).

RTL Nederland's flagship channel, RTL 4, registered an average audience share of 18.0 per cent in the target group of shoppers aged 25 to 54 (H1/2019:

17.6 per cent). Popular programmes included The Voice Of Holland, The Voice Kids, Legomasters, RTL Nieuws and the daily drama Goede Tijden, Slechte Tijden (Good Times, Bad Times).

RTL Nederland's streaming service, Videoland, recorded paid subscriber growth of 40.7 per cent compared to 30 June 2019. The viewing time was up

30.9 per cent compared to the first half of 2019. Videoland's high growth was largely driven by the second season of the Videoland original series Mocro Maffia and the reality format Temptation Island, both of which are exclusive to Videoland in the Netherlands.

The market-leading channel in French-speaking Belgium, RTL-TVI, achieved an average prime-time audience share of 27.3 per cent in the target group (H1/2019: 26.5 per cent). Successful formats included the news show RTL Info, Face au Juge (In Front of the Judge) and the new format Belges à Domicile (Belgians at Home).

In the first half of 2020, RTL Belgium's streaming platform, RTL Play, registered 1.1 million accounts (H1/2019: 0.59 million) and an average of 180,700 active users per month (H1/2019: 118,800 active users per month) with 9.0 million video views (H1/2019: 7.2 million).

According to the most recent CIM audience survey, covering November 2019 to February 2020, the Belgian radio family had a combined audience share of 22.9 per cent28 (November 2019 to February 2020: 26.5 per cent).

28  Due to the Covid-19 outbreak, CIM will not publish more recent figures for the first half of 2020

15

Interim report January to June 2020

OTHER SEGMENTS

This segment mainly comprises RTL Group's ad-tech company SpotX, and its digital video networks, BroadbandTV and Divimove. It also includes the fully consolidated businesses

RTL Hungary, RTL Croatia, RTL Group's Luxembourgish activities, and its investment accounted for using the equity method, Atresmedia in Spain.

REVENUE SPLIT - OTHER SEGMENTS

Total revenue of other segments Thereof

H1/2020

H1/201929

Per cent

€ m

€ m

change

330 338 (2.4)

  - Digital video networks

146

153

(4.6)

  - SpotX

58

56

+3.6

  - RTL Hungary

49

54

(9.3)

  - RTL Croatia

17

21

(19.0)

  - Other

60

54

+11.1

In the first half of 2020, the combined revenue of RTL Group's digital video networks - including BroadbandTV and Divimove - was down by

4.6 per cent to € 146 million, compared to € 153 million in the first half of 2019. The decrease was mainly due to the negative impact of the wind-down of StyleHaul, which was partly compensated for by the positive performance of BroadbandTV.

BroadbandTV registered a total of 245 billion video views30 - up 8.9 per cent from the first half of 2019 (H1/2019: 225 billion video views) - while revenue increased 6.5 per cent year on year.

In the first half of 2020, Europe's leading digital video company, Divimove, attracted a total of 17.5 billion video views (H1/2019: 16.2 billion) - an increase of 8.0 per cent. Divimove's revenue (United Screens included) was up 20.1 per cent for the first six months of 2020.

In 2019, SpotX completed its integration of Yospace. The revenue of SpotX (Yospace included) was up by

3.6 per cent to € 58 million compared to € 56 million in the first half of 2019.

In the first half of 2020, the Hungarian commercial net

TV advertising market was estimated to be down by

21.5 per cent. As a result, RTL Hungary's revenue was down by 9.3 per cent to € 49 million (H1/2019: € 54 million). Accordingly, the unit's Adjusted EBITA decreased to € 5 million (H1/2019: € 7 million).

With a combined average prime-time audience share of 26.1 per cent among viewers aged 18 to 49 (H1/2019: 27.0 per cent), the Hungarian RTL family of channels scored with eight channels the same prime- time audience share as its competitor TV2 Group with

14 channels (H1/2019: lead of 2.1 percentage points). Flagship channel RTL Klub attracted an average 13.1 per cent of viewers aged 18 to 49 in prime time (H1/2019: 13.8 per cent), 0.4 percentage points ahead of its closest commercial competitor TV2 with 12.7 per cent (H1/2019: 11.3 per cent).

The streaming platform RTL Most is the leading local brand for professionally produced online video content. The service generated an increase of 34 per cent of registered users in the first half of 2020 compared to H1/2019.

29  Figures for the first half of

2019 have been restated. For more information please see note 7.˙ of the Condensed Consolidated Interim Financial Information

30  Including views from external partners

16

Interim report January to June 2020

In Croatia, the net TV advertising market was estimated to be down 29.5 per cent. RTL Croatia performed better than the market. Total revenue was down to € 17 million (H1/2019: € 21 million). Accordingly, Adjusted EBITA was down to minus € 4 million (H1/2019: minus € 2 million).

RTL Croatia's channels achieved a combined prime- time audience share of 28.9 per cent in the target audience 18 to 49 (H1/2019: 26.1 per cent). The flagship channel RTL Televizija recorded a prime-time audience share of 18.8 per cent - an increase of 1.4 percentage points (H1/2019: 17.4 per cent).

RTL Croatia's streaming platform RTL Play - the largest streaming platform in Croatia - registered

9.4 million video views, up 64.9 per cent year on year (H1/2019: 5.7 million video views).

Atresmedia in Spain: The Spanish net TV advertising market was estimated to be down year on year by

31.8 per cent. Atresmedia's total revenue was down to € 375 million (H1/2019: € 540 million), while first-half operating profit (EBITDA) was down to € 43 million (H1/2019: € 104 million), mainly due to the decline of the Spanish advertising market as a result of the Covid-19 outbreak. The company's net profit for the reporting period was € 23 million. The profit share of RTL Group was down to € 4 million (H1/2019: € 13 million).

In the first half of 2020, Atresmedia's family of channels recorded an audience share of 27.5 per cent in the target group of viewers aged 25 to 59 (H1/2019:

  1. per cent). Flagship channel Antena 3 achieved an audience share of 12.7 per cent during prime time in the target group of viewers aged 25 to 59 (H1/2019:
  1. per cent).

The further reduction of the share price, and the reduction of Spanish TV advertising spend due to the Covid-19 crisis, constituted triggering events for performing the impairment testing for Atresmedia at 30 June 2020. The current valuation resulted in an impairment, generating a loss of minus € 60 million at 30 June 2020.

For more information on investments in associates, please see note 12.˙ to the Condensed Consolidated Interim Financial Information.

PRINCIPAL RISKS AND UNCERTAINTIES

In addition to RTL Group's latest publication on principal risks and uncertainties, issued on 29 April 2020 in RTL Group's Annual Report on pages 82 to 86, the following updates have been made.

The macroeconomic downturn following the global outbreak of the Covid-19 pandemic has hit RTL Group businesses, especially those funded by advertising.

The December 2019 Risk assessment was updated in June 2020, reporting an increased risk related to the cyclical development of the economy that becomes the first risk after the change in market-environment- related risks. RTL Group management undertakes ongoing reviews on the evolution of businesses, and takes immediate action to mitigate the loss in revenues.

In the context of the Covid-19 crisis, preserving liquidity is essential to safeguard the Group's present operations and future prospects.

Besides management of the straight working capital, and reviews of credit risk, RTL Group's Board of Directors decided to withdraw its earlier proposal of a € 4.00 per share dividend for the fiscal year 2019. Consequently, no dividend was proposed to the Annual Meeting of Shareholders and no dividend will be paid for the fiscal year 2019.

Alongside the already visible impacts to revenue and profit, the further evolution of the Covid-19 pandemic and a macroeconomic recovery are highly uncertain. This hinders a risk assessment beyond the current financial year, 2020.

RTL Group's Interim Financial Report January to June 2020 does not include all financial risk management information and disclosures required in the annual consolidated financial statements; therefore it should be read in conjunction with the RTL Group Annual Report 2019.

17

Interim report January to June 2020

RELATED PARTY TRANSACTIONS

See note 16.˙ to the Condensed Consolidated Interim

Financial Information.

SUBSEQUENT EVENTS

See note 17.˙ to the Condensed Consolidated Interim

Financial Information.

O U T L O O K

  • Given the current economic uncertainty, RTL Group's Board of Directors decided on 2 April 2020 to withdraw the previous outlook (dated 13 March 2020) which did not reflect the coronavirus outbreak.
  • As stated on 2 April 2020, global economic development and prospects have significantly deteriorated since mid-March, when RTL Group gave its outlook statement.
  • RTL Group currently expects that the decline of net TV advertising markets will slow down in the third quarter of 2020, projecting its TV advertising

revenue to be down by around minus 10 per cent in Q3/2020 compared to Q3/2019 (decline in Q2/2020: approximately minus 40 per cent year on year) - assuming further normalisation of the market conditions.

  • However, there is a high level of uncertainty regarding TV advertising revenue in Q4/2020. Consequently, RTL Group is currently not in a position to provide a new outlook for the full year 2020, except that RTL Group's full-year 2020 revenue and Adjusted EBITA will be significantly below 2019 and other recent years.

18

Interim report January to June 2020

MANAGEMENT RESPONSIBILITY STATEMENT

We, Thomas Rabe, Chief Executive Officer, Elmar Heggen, Chief Operating Officer and Deputy Chief Executive Officer, and Björn Bauer, Chief Financial Officer, confirm, to the best of our knowledge, that the condensed consolidated interim financial information which has been prepared in accordance with IAS 34 as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of RTL Group and the undertakings included in the consolidation taken as a whole, and that the Directors' report includes a fair review of the development and performance of the business and the position of RTL Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Luxembourg, 12 August 2020

Thomas Rabe

Elmar Heggen

Björn Bauer

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Deputy Chief Executive Officer

19

Interim report January to June 2020

Condensed consolidated interim financial information

CONDENSED CONSOLIDATED

INTERIM INCOME STATEMENT

H1/2020

H1/2019

Notes

€ m

€ m

Revenue

2,652

3,173

  9.˙

Other operating income

17

21

Consumption of current programme rights

(940)

(1,073)

Depreciation, amortisation, impairment and valuation allowance

(127)

(125)

Other operating expenses

(1,374)

(1,486)

Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries

(4)

(10)

Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree­

  8.˙

88

70

Profit from operating activities

312

570

Share of results of investments accounted for using the equity method

13

28

Impairment of investments accounted for using the equity method

(65)

-

 12.˙

Earnings before interest and taxes ("EBIT")

260

598

  5.˙

Interest income

2

2

Interest expense

(18)

(17)

 16.  

1.˙

Financial results other than interest

(3)

15

 10.˙

Profit before taxes

241

598

Income tax expense

(85)

(155)

Profit for the period

156

443

Attributable to:

RTL Group shareholders

94

393

Non-controlling interests

62

50

Profit for the period

156

443

EBITA

241

538

  5.˙

Impairment of goodwill of subsidiaries

-

-

Impairment of investments accounted for using the equity method

(65)

-

Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries

(4)

(10)

Re-measurement of earn-out arrangements

-

-

Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in ­acquiree

  8.˙

88

70

Earnings before interest and taxes ("EBIT")

260

598

  5.˙

EBITDA

362

662

  5.˙

Depreciation, amortisation and impairment

(125)

(134)

Impairment of goodwill of subsidiaries

-

-

Impairment of investments accounted for using the equity method

(65)

-

Re-measurement of earn-out arrangements

-

-

Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in ­acquiree

  8.˙

88

70

Earnings before interest and taxes ("EBIT")

260

598

  5.˙

Earnings per share (in € )

 14.˙

- Basic

0.61

2.56

- Diluted

0.61

2.56

The accompanying notes form an integral part of this condensed consolidated interim financial information.

20

Interim report January to June 2020

Condensed consolidated interim financial information

CONDENSED CONSOLIDATED

INTERIM STATEMENT OF COMPREHENSIVE INCOME

H1/2020

H1/2019

€ m

€ m

Profit for the period

156

443

Other comprehensive income ("OCI"):

Items that will not be reclassified to profit

or loss:

Re-measurement of post-employment benefit

obligations

16

(19)

Income tax

(3)

3

13

(16)

Equity investments at fair value through OCI - change in fair value

(1)

-

Income tax

-

-

(1)

-

12

(16)

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation differences

(22)

3

Effective portion of changes in fair value of cash flow hedges

4

4

Income tax

-

(1)

4

3

Recycling of cash flow hedge reserve

(4)

(2)

Income tax

1

1

(3)

(1)

(21)

5

Other comprehensive income/(loss) for the year, net of income tax

(9)

(11)

Total comprehensive income for the period

147

432

Attributable to:

RTL Group shareholders

83

384

Non-controlling interests

64

48

Total comprehensive income for the period

147

432

The accompanying notes form an integral part of this condensed consolidated interim financial information.

21

Interim report January to June 2020

Condensed consolidated interim financial information

CONDENSED CONSOLIDATED INTERIM

STATEMENT OF FINANCIAL POSITION

30 June

31 December

2020

2019

Notes

€ m

€ m

Non-current assets

Programme and other rights

84

92

Goodwill

3,097

3,093

Other intangible assets

241

233

Property, plant and equipment

306

315

Right-of-use assets

363

380

Investments accounted for using the equity method

363

352

 12.˙

Loans and other financial assets

142

148

Deferred tax assets

295

332

4,891

4,945

Current assets

Programme rights

1,248

1,226

Other inventories

15

13

Income tax receivable

43

33

Accounts receivable and other financial assets

1,779

2,275

Cash and cash equivalents

512

377

3,597

3,924

Assets classified as held for sale

4

88

Current liabilities

Loans and bank overdrafts

290

157

Lease liabilities

63

59

Income tax payable

14

24

Accounts payable

2,140

2,778

Contract liabilities

269

299

Provisions

95

97

2,871

3,414

Liabilities directly associated with non-current assets classified as

held for sale

-

43

Net current assets

730

555

Non-current liabilities

Loans

633

631

 16.  

1.˙

Lease liabilities

353

373

Accounts payable

377

388

Contract liabilities

2

6

Provisions

255

257

Deferred tax liabilities

27

20

1,647

1,675

Net assets

3,974

3,825

Equity attributable to RTL Group shareholders

3,375

3,292

Equity attributable to non-controlling interests

599

533

Equity

3,974

3,825

The accompanying notes form an integral part of this condensed consolidated interim financial information.

22

Interim report January to June 2020

Condensed consolidated interim financial information

CONDENSED CONSOLIDATED INTERIM

STATEMENT OF CHANGES IN EQUITY

Equity

Equity

attributable

Currency

Reserves

attributable

to non-

Share

Treasury

translation

Hedging

Revaluation

and retained

to RTL Group

controlling

Total

capital

shares

reserve

reserve

reserve

earnings

shareholders

interests

equity

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

Balance at 1 January 2019

192

(44)

(135)

3

68

2,930

3,014

505

3,519

Total comprehensive income:

Profit for the period

-

-

-

-

-

393

393

50

443

Re-measurement of post-employment benefit obligations,­

net of tax

-

-

-

-

-

(14)

(14)

(2)

(16)

Equity investments at fair value through OCI - change in fair value,

net of tax

-

-

-

-

-

-

-

-

-

Foreign currency translation differences

-

-

3

-

-

-

3

-

3

Effective portion of changes in fair value­

of cash flow hedges,

net of tax

-

-

-

3

-

-

3

-

3

Recycling of cash flow hedge reserve, net of tax

-

-

-

(1)

-

-

(1)

-

(1)

-

-

3

2

-

379

384

48

432

Capital transactions with owners:

Dividends

-

-

-

-

-

(461)

(461)

(70)

(531)

Equity-settled transactions, net of tax

-

-

-

-

-

2

2

2

4

Changes in treasury shares

-

3

-

-

-

-

3

-

3

Transactions on non-controlling interests­

without­

a change in control

-

-

-

-

-

(11)

(11)

(5)

(16)

Transactions on non-controlling interests­

with a change in control

-

-

-

-

-

-

-

-

-

Derivatives on equity instruments

-

-

-

-

-

-

-

-

-

-

3

-

-

-

(470)

(467)

(73)

(540)

Balance at 30 June 2019

192

(41)

(132)

5

68

2,839

2,931

480

3,411

Balance at 1 January 2020

192

(41)

(129)

7

66

3,197

3,292

533

3,825

Total comprehensive income:

Profit for the period

-

-

-

-

-

94

94

62

156

Re-measurement of post-employment benefit obligations,­

net of tax

-

-

-

-

-

11

11

2

13

Equity investments at fair value through OCI - change in fair value,

net of tax

-

-

-

-

(1)

-

(1)

-

(1)

Foreign currency translation differences

-

-

(22)

-

-

-

(22)

-

(22)

Effective portion of changes in fair value­

of cash flow hedges,

net of tax

-

-

-

4

-

-

4

-

4

Recycling of cash flow hedge reserve, net of tax

-

-

-

(3)

-

-

(3)

-

(3)

-

-

(22)

1

(1)

105

83

64

147

Capital transactions with owners:

Dividends

-

-

-

-

-

-

-

(2)

(2)

Equity-settled transactions, net of tax

-

-

-

-

-

2

2

1

3

Changes in treasury shares

-

3

-

-

-

(3)

-

-

-

Transactions on non-controlling interests­

without­

a change in control

-

-

-

-

-

(4)

(4)

1

(3)

Derivatives on equity instruments

-

-

-

-

-

2

2

2

4

-

3

-

-

-

(3)

-

2

2

Balance at 30 June 2020

192

(38)

(151)

8

65

3,299

3,375

599

3,974

The accompanying notes form an integral part of this condensed consolidated interim financial information.

23

Interim report January to June 2020

Condensed consolidated interim financial information

CONDENSED CONSOLIDATED INTERIM

CASH FLOW STATEMENT

H1/2020

H1/2019

Notes

€ m

€ m

Cash flows from operating activities

Profit before taxes

241

598

Adjustments for:

- Depreciation and amortisation

127

129

- Value adjustments and impairment

19

2

- Share-based payments expenses

3

4

- Gain on disposal of assets

(87)

(71)

- Financial results including net interest expense and share of results of investments

accounted for using the equity method

113

24

Change of provisions

11

(15)

Working capital changes

68

(62)

Income taxes paid

(159)

(255)

Net cash from operating activities

336

354

Cash flows from investing activities

Acquisitions of:

- Programme and other rights

(39)

(51)

- Subsidiaries, net of cash acquired

(4)

(20)

  8.˙

- Other intangible and tangible assets

(62)

(46)

- Other investments and financial assets

(11)

(16)

Current deposit with shareholder

(199)

-

 16.  

1.˙

(315)

(133)

Proceeds from the sale of intangible and tangible assets

1

1

Disposal of other subsidiaries, net of cash disposed of

31

103

  8.˙

Proceeds from the sale of investments accounted for using the equity method, other investments and financial

assets

4

11

Interest received

1

2

37

117

Net cash used in investing activities

(278)

(16)

Cash flows from financing activities

Interest paid

(20)

(19)

Transactions on non-controlling interests

(7)

(30)

(Acquisition)/disposal of treasury shares

-

2

Term loan facility due to shareholder

-

153

 16.  

1.˙

Proceeds from loans

213

26

Repayment of loans

(74)

(24)

Payment of lease liabilities

(28)

(30)

Dividends paid

(4)

(531)

Net cash from/(used in) financing activities

80

(453)

Net increase/(decrease) in cash and cash equivalents

138

(115)

Cash and cash equivalents and bank overdrafts at the beginning of the period

376

422

Effect of exchange rate fluctuation on cash held

(4)

1

Effect of cash in disposal group held for sale

-

(12)

Cash and cash equivalents and bank overdrafts at the end of the period

510

296

The accompanying notes form an integral part of this condensed consolidated interim financial information.

24

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

NOTES TO THE CONDENSED CONSOLIDATED

INTERIM FINANCIAL INFORMATION

  • 1.   REPORTING ENTITY AND STATEMENT OF COMPLIANCE

RTL Group SA (the "Company"), the parent company, is domiciled and incorporated in Luxembourg. This condensed consolidated interim financial information is presented in accordance with the requirements of IAS 34 "Interim Financial Reporting" as adopted by the European Union.

RTL Group ("the Group") forecasts and projections, taking into account reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current credit facilities. Management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore, RTL Group continues to adopt the going concern basis in preparing its condensed consolidated interim financial information.

The condensed consolidated interim financial information does not include all notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the consolidated annual financial statements for the year ended 2019.

This condensed consolidated interim financial information was approved on 12 August 2020 by the Board of Directors of RTL Group. The condensed consolidated interim financial information was neither audited nor reviewed by an auditor.

  • 2.   SIGNIFICANT ACCOUNTING POLICIES AND CHANGES

The accounting policies applied to the condensed consolidated interim financial information as of 30 June 2020 are the same as those of the previous financial year, except for the adoption of new standards, and amendments to existing standards and interpretations that can be found in the consolidated annual financial statements for the year ended 2019.

The first-time application of new financial reporting standards and interpretations had no material impact on RTL Group.

RTL Group has not opted for early adoption of any additional standards, interpretations or amendments that have been issued by the IASB or the IFRS IC but are not yet mandatory.

3.   EFFECTS OF THE COVID - 19 PANDEMIC ON THE

CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

The effect of the Covid-19 pandemic on the condensed consolidated interim financial information of RTL Group varies across broadcasting, content and digital activities. While advertising markets (notably in Germany, France, and the Netherlands) declined significantly with a negative impact on revenue and EBITA, different cost counter measures helped to partially compensate the impact of revenue decline on EBITA. In addition to the implementation of further cash and receivables oversight procedures throughout the Group, the shareholders of both RTL Group and Groupe M6 agreed to suspend dividend payments in 2020 to help secure liquidity throughout the year. Groupe M6 reserves the right to reassess this position in the autumn in line with the evolution of the overall situation and its impact on the business.

Together with the Bertelsmann credit facilities, RTL Group Management is convinced that the Group is adequately equipped with liquidity during the Covid-19 pandemic. Additionally, Groupe M6 has drawn down € 180 million in bank credit lines as a precautionary measure since the beginning of the Covid-19 pandemic.

25

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

Furthermore, RTL Group collected and evaluated data on the impairment of goodwill and individual assets, leases, programme rights, trade receivables, government grants, deferred tax assets, anticipated losses and revenue, in addition to implementing measures to safeguard liquidity. No significant issues were noted except for the impairment of Atresmedia (see note 12.˙).

Economic uncertainties arising from the Covid-19 pandemic require discretionary decisions, estimates and assumptions. The assessment of the extent to which current and future customers will continue to be able to fulfil their contractual payment obligations depends on the current economic climate. RTL Group will be examining this criterion both before and at the time of performance obligations, as part of revenue recognition.

The Covid-19 pandemic is considered a triggering event for the impairment testing of goodwill allocated to the cash-generating units (CGUs) in RTL Group. Initially, three aspects are analysed: the headroom for the CGUs calculated as of 31 December 2019 as the difference between the recoverable amount and the carrying amount of each CGU; the current estimate of the effects of the Covid-19 pandemic for the entire financial year 2020; and the variance between planned and actual figures in the first months of the financial year 2020. On this basis, the type and scope of further necessary analyses are determined. Since the performance of necessary impairment tests is currently subject to increased uncertainty and extended discretionary decisions in the context of cash flow forecasts, various scenarios are taken into account and weighted with regard to future developments when determining the recoverable amounts.

Depending on the CGU, a distinction is made between so-called V- U- and L-shaped recovery scenarios, each projecting different recovery outcomes. To determine the recoverable amount, the cash flows are discounted using the cost of capital rate as at the reporting date. As of 30 June 2020, no impairment loss for any of the cash-generating units was recognised.

Due to the Covid-19 pandemic, RTL Group companies have, in some instances, received grants in various forms. If the conditions for a government grant are met, cash flows from grants are generally deferred and recognised in income over the term of the grant, while investment grants reduce the cost of the acquired asset. Due to the fact that newly created conditions are subject to interpretation ex post, the risk that the conditions for a granted subsidy may not be fulfilled despite intensive checks in advance cannot be completely ruled out.

RTL Group companies have also used Covid-19 tax reliefs. One of the most notable measures was the carryback of tax losses to preceding taxable years in the US tax group under the 'CARES Act'.

  • 4. ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of condensed consolidated interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing this condensed consolidated interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at 31 December 2019.

Furthermore, the information on significant discretionary decisions, estimates and assumptions in the notes to the Annual Report 2019 still applies. RTL Group Management is of the opinion that the additional estimates and discretionary decisions required by the Covid-19 pandemic take appropriate account of the currently foreseeable microeconomic and macroeconomic situation.

26

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

5.   KEY PERFORMANCE INDICATORS

RTL Group reports different alternative performance measures not defined by IFRS that management

believe are

relevant for measuring the performance of the operations, the financial position and cash flows and in

decision-

making. These key performance indicators (KPIs) also provide additional information for users of the financial statements regarding the management of the Group on a consistent basis over time and regularity of reporting.

RTL Group's KPIs may not be comparable to similarly titled measures reported by other groups due to differences in the way these measures are calculated.

EBIT, EBITA AND EBITDA

EBIT, EBITA and EBITDA are indicators of the operating profitability of the Group. These alternative performance measures are presented on page 20 of the condensed consolidated interim financial information.

EBITA represents earnings before interest and taxes (EBIT) excluding some elements of the income statement:

  • "Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries";
  • "Impairment of investments accounted for using the equity method";
  • Re-measurementof earn-out arrangements presented in "Other operating income" or "Other operating expenses";
  • "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".

EBITA is a component of RTL Group Value Added (RVA, see page 29) and presents the advantage to consistently include the consumption, depreciation and impairment losses on programmes and other rights for all businesses that RTL Group operates, regardless of their classification on the consolidated statement of financial position (current or non-current).

EBITDA represents earnings before interest and taxes (EBIT) excluding some elements of the income statement:

  • "Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries";
  • Amortisation and impairment of non-current programme and other rights, of other intangible assets, depreciation and impairment of property, plant and equipment, (with the exception to the part concerning goodwill and fair value adjustments (see above)) and of right-of-use assets reported in "Depreciation, amortisation, impairment and valuation allowance";
  • "Impairment of investments accounted for using the equity method";
  • Re-measurementof earn-out arrangements reported in "Other operating income" or "Other operating expenses";
  • "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".

RTL Group comments primarily on EBITA as the KPI for measuring profitability. The Group notes that the analyst community continues to use EBITDA as a KPI for the Group's profitability. As a result, for purposes of comparability both EBITDA and EBITA are disclosed.

27

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

OPERATING CASH CONVERSION RATE

Operating cash conversion rate (OCC) means operating free cash flow divided by EBITA, operating free cash flow being net cash from operating activities adjusted as follows:

H1/2020

H1/2019

€ m

€ m

Net cash from operating activities

336

354

Adjusted by:

Income tax paid

159

255

Acquisitions of:

- Programme and other rights

(39)

(51)

- Other intangible and tangible assets

(62)

(46)

Proceeds from the sale of intangible and tangible assets

1

1

Operating free cash flow

395

513

EBITA

241

538

Operating cash conversion rate

164%

95%

The operating cash conversion rate reflects the level of operating profits converted into cash available for investors after incorporation of the minimum investments required to sustain the current profitability of the business and before reimbursement of funded debts (interest included) and payment of income taxes. The operating cash conversion rate of RTL Group's operations is subject to seasonality and may decrease at the time the Group significantly increases its investments in operations with longer operating cycles. The significant increase in OCC in the first half of 2020 is mostly correlated with beneficial working capital effects and lower income tax payments. RTL Group historically had, and expects in the future to have, a strong OCC due to a high focus on working capital and capital expenditure throughout the operations.

NET DEBT

The net debt is the gross balance sheet financial debt adjusted for:

  • "Cash and cash equivalents";
  • Cash pooling accounts receivable with investments accounted for using the equity method and not consolidated investments presented in "Accounts receivable and other financial assets";
  • Current deposit with shareholder reported in "Accounts receivable and other financial assets".

30 June

31 December

2020

2019

€ m

€ m

Current loans and bank overdrafts

(290)

(157)

Non-current loans

(633)

(631)

(923)

(788)

Deduction of:

- Cash and cash equivalents

512

377

- Cash pooling accounts receivable with investments accounted for using the equity method

and not consolidated investments

4

-

- Current deposit with shareholder

226

27

Net debt

(181)

(384)

The net debt excludes current and non-current lease liabilities of € 416 million (€ 432 million at 31 December 2019).

28

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

R VA

A performance indicator for assessing the profitability from operations and return on invested capital is RTL Group Value Added (RVA). RVA measures the profit realised above and beyond the expected return on invested capital. This form of value orientation is reflected in strategic investment and portfolio planning - including the management of Group operations - and, until last year, was the basis for senior management variable compensation.

RVA is the difference between net operating profit after tax (NOPAT), defined as EBITA adjusted for a uniform tax rate of 30 per cent (H1/2019: 33 per cent), and cost of capital.

The NOPAT corresponds to the sum of (i) EBITA of fully consolidated entities and share of result of investments accounted for using the equity method not already adjusted for a uniform tax rate of 30 per cent (H1/2019: 33 per cent), and (ii) share of result of investments accounted for using the equity method already taxed.

H1/2020

H1/2019

€ m

€ m

EBITA

241

538

Deduction of shares of results of investments accounted for using the equity method

and already taxed

(2)

(14)

239

524

Net basis after deduction of uniform tax rate

167

351

Share of results of investments accounted for using the equity method and already taxed

2

14

NOPAT

169

365

Invested capital at 31 March

4,621

4,405

Invested capital at the end of the period

4,474

4,488

Adjusted average invested capital

4,548

4,447

Cost of capital

182

178

RVA

(13)

187

The cost of capital is the product of the weighted average cost of capital (a uniform 8 per cent after tax for the year) and the quarterly average invested capital (operating assets, right-of-use assets included less non-interest bearing operating liabilities, lease liabilities excluded, as reported in note 7.˙).

  • 6.   FINANCIAL RISK MANAGEMENT
  • 6.   1.   FINANCIAL RISK FACTORS

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group is exposed in particular to risks from movements in foreign exchange rates as it engages in long-term purchase contracts for programme rights (output deals) denominated in foreign currency.

The assessment of the risks existing as of 31 December 2019, which was updated in June 2020, reported an increased risk related to the cyclical development of the economy that is now the first risk after the change in market environment-related risks. This condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual consolidated financial statements; it should be read in conjunction with the Group's consolidated financial statements as at 31 December 2019.

29

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

  • 6.   2.   ACCOUNTING CLASSIFICATIONS AND FAIR VALUE HIERARCHY
  • 6.   2.  1.   FINANCIAL INSTRUMENTS BY CATEGORY

Except for the long-term loan arrangement with Bertelsmann SE & Co KGaA (see note 16.˙) and the external funding of Groupe M6, the fair value of each class of financial assets and liabilities is equivalent to its carrying amount. The fair value of the 10-year-term facility − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and RTL Group credit spread − amounts to € 533 million (31 December 2019: € 557 million). The fair value of the seven-year Euro PP − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and Groupe M6 credit spread − amounts to € 51.7 million (31 December 2019: € 51.4 million). The fair value of the seven-year Euro Schuldschein loan of € 65 million − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and Groupe M6 credit spread − amounts to € 65.6 million (31 December 2019: € 65.3 million).

In March 2020, Groupe M6 used three revolving bank credit facilities, amounting to € 180 million, in order to protect Groupe M6 against liquidity risk. As at 31 December 2019, these facilities were not used.

  • 6.   2.  2.   FAIR VALUE HIERARCHY

The following table presents the Group's financial assets and liabilities measured at fair value.

The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets (or liabilities);

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices);

Level 3: inputs for the asset or the liability that are not based on observable market data (unobservable inputs).

Total

Level 1

Level 2

Level 3

€ m

€ m

€ m

€ m

Assets

Equity investments at fair value through OCI

31

4

-

27

Equity instruments accounted at FVTPL

3

-

-

3

Debt instruments measured at FVTPL

3

-

3

-

Derivatives used for hedging1

52

-

52

-

Other cash equivalents

9

-

9

-

At 30 June 2020

98

4

64

30

Liabilities

Derivatives used for hedging2

35

-

35

-

Contingent consideration

3

-

-

3

Liabilities in relation to put options on non-controlling interests

12

-

-

12

At 30 June 2020

50

-

35

15

There were no transfers between Levels 1, 2 and 3 during the first half of 2020.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in Level 1. The quoted market price used for financial assets by the Group is the current bid price.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

If one or more significant inputs is not based on observable market data, the instrument is included in Level 3.

30

1  Of which

  • ■  € 26 million are derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is applied
  • ■  € 26 million are derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is not applied

2  Of which

  • ■  € 14 million are derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is applied
  • ■  € 21 million are derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is not applied

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

The Group's finance teams, which include Treasury and Controlling & Investments, perform the recurring and non-recurring valuations of items to be valued at fair value for financial purposes, including Level 3 fair values. These teams report directly to the Chief Financial Officer, who reports to the Audit Committee at least once every quarter, in line with the Group's quarterly reporting dates. The main Level 3 related inputs used by RTL Group relate to the determination of the expected discounted cash flows as well as the discount rates used in the different valuations.

Specific valuation techniques used to value financial instruments include:

  • Quoted market prices or dealer quotes for similar instruments (Level 2);
  • The fair value of forward foreign exchange contracts classified under Level 2 are determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;
  • For instruments classified under Level 3, other techniques, such as discounted cash flow analysis, based for the main instruments on the significant unobservable inputs (e.g. forecast revenue growth rates and market multiples are used to determine fair value for the remaining financial instruments) or the Black-Scholes model. Volatility is primarily determined by reference to comparable publicly traded peers.

The following table presents the change in Level 3 instruments.

Assets

Liabilities

Financial assets

Equity

Liabilities

at fair value

investments

at fair value

through

at fair value

Total

through

profit or loss

through OCI

assets

profit or loss

€ m

€ m

€ m

€ m

Balance at 1 January 2020

3

27

30

14

Acquisitions and additions

-

-

-

2

Gains and losses recognised in other comprehensive income

-

-

-

-

Gains and losses recognised in profit or loss

-

-

-

-

Other changes

-

-

-

(1)

Balance at 30 June 2020

3

27

30

15

31

Interim report January to June 2020

7.   SEGMENT REPORTING

Mediengruppe

RTL Deutschland3

Groupe M64

Fremantle

RTL Nederland3

RTL Belgium

Other segments3,4,5

Eliminations

Total Group

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

H1/2020

H1/2019

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

Revenue from external customers

906

1,087

553

708

624

738

206

235

66

90

297

315

-

-

2,652

3,173

Inter-segment revenue

(2)

1

4

7

83

90

1

-

-

-

33

23

(119)

(121)

-

-

Total revenue

904

1,088

557

715

707

828

207

235

66

90

330

338

(119)

(121)

2,652

3,173

Profit/(loss) from operating activities

163

374

160

141

31

51

(18)

19

3

17

(27)

(32)

-

-

312

570

Share of results of investments accounted for using the equity method

10

16

-

1

1

1

1

-

-

-

1

10

-

-

13

28

Impairment of investments accounted for using the equity method

-

-

(2)

2

-

-

(3)

-

-

-

(60)

(2)

-

-

(65)

-

EBIT

173

390

158

144

32

52

(20)

19

3

17

(86)

(24)

-

-

260

598

EBITDA

192

347

122

204

44

66

2

29

8

21

(6)

(5)

-

-

362

662

Depreciation and amortisation (amortisation and impairment of

fair value adjustments on acquisitions of subsidiaries excluded)

(18)

(19)

(37)

(54)

(21)

(14)

(19)

(11)

(5)

(4)

(21)

(22)

-

-

(121)

(124)

EBITA

174

328

85

150

23

52

(17)

18

3

17

(27)

(27)

-

-

241

538

Impairment of goodwill of subsidiaries

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Impairment of investments accounted for using the equity method

-

-

(2)

2

-

-

(3)

-

-

-

(60)

(2)

-

-

(65)

-

Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries

(1)

(1)

(3)

(8)

-

-

-

-

-

-

-

(1)

-

-

(4)

(10)

Re-measurement of earn-out arrangements

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Gain/(loss) from sale of subsidiaries, other investments

and re-measurement to fair value of pre-existing interest in acquiree

-

63

78

-

9

-

-

1

-

-

1

6

-

-

88

70

EBIT

173

390

158

144

32

52

(20)

19

3

17

(86)

(24)

-

-

260

598

Interest income

2

2

Interest expense

(18)

(17)

Financial results other than interest

(3)

15

Income tax expense

(85)

(155)

Profit for the period

156

443

3  Since 2019, the management of RTL Group's European ad-tech businesses (except UK) report to Mediengruppe RTL Deutschland. These business units previously included in RTL Nederland and "Other segments" have been transferred to Mediengruppe RTL Deutschland segment. Comparative figures of the previous period in the segment information have been restated accordingly.

4  In 2020, Groupe M6 has opened Bedrock's capital, enabling RTL Group to acquire a 50 per cent stake. At 30 June 2020 the technology company Bedrock, specialising in the design and development of streaming platforms, and previously included in "Groupe M6", is presented in "Other segments". The segment information for the previous period has not been restated due to the insignificant impact.

5  Other segments include the EBITA loss of € (18) million generated by Group headquarters (H1/2019: € (18) million).

32

Interim report January to June 2020

Mediengruppe

RTL Deutschland

Groupe M66

Fremantle

RTL Nederland

RTL Belgium

Other segments6

Eliminations

Total Group

30

31

30

31

30

31

30

31

30

31

30

31

30

31

30

31

June

December

June

December

June

December

June

December

June

December

June

December

June

December

June

December

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

€ m

Segment assets (assets classified as held for sale

and investments accounted for using the equity method excluded)

1,805

1,823

1,818

1,910

2,103

2,213

419

466

156

177

717

801

(204)

(230)

6,814

7,160

Investments accounted for using the equity method

93

109

105

14

6

11

6

7

-

-

153

211

-

-

363

352

Assets classified as held for sale

-

-

-

70

4

11

-

-

-

-

-

-

-

-

4

81

Segment assets

1,898

1,932

1,923

1,994

2,113

2,235

425

473

156

177

870

1,012

(204)

(230)

7,181

7,593

Segment liabilities (liabilities directly associated with non-current assets

classified as held for sale excluded)

1,001

1,022

556

630

590

703

219

194

81

86

462

535

(202)

(226)

2,707

2,944

Liabilities directly associated with non-current assets classified as held for sale

-

-

-

28

-

14

-

-

-

-

-

-

-

-

-

42

Segment liabilities

1,001

1,022

556

658

590

717

219

194

81

86

462

535

(202)

(226)

2,707

2,986

Invested capital

897

910

1,367

1,336

1,523

1,518

206

279

75

91

408

477

(2)

(4)

4,474

4,607

Segment assets

7,181

7,593

Deferred tax assets

295

332

Income tax receivable

43

33

Other assets

461

622

Cash and cash equivalents

512

377

Total assets

8,492

8,957

Segment liabilities

2,707

2,986

Deferred tax liabilities

27

20

Income tax payable

14

24

Other liabilities

1,770

2,102

Total liabilities

4,518

5,132

6  In 2020, Groupe M6 has opened Bedrock's capital, enabling RTL Group to acquire a 50 per cent stake. At 30 June 2020 the technology company Bedrock, specialising in the design and development of streaming platforms, and previously included in "Groupe M6", is presented in "Other segments". The segment information for the previous period has not been restated due to the insignificant impact.

33

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

  • 8.   ACQUISITIONS AND DISPOSALS

RTL Group made several acquisitions in the first half of 2020, none of which was material on a stand-alone basis. Payments net of acquired cash and cash equivalents amounted to € 4 million; the consideration transferred in accordance with IFRS 3 for these acquisitions amounted to € 10 million including contingent consideration of € 2 million. The other acquisitions resulted in goodwill totalling € 12 million, which reflects synergy potential and is partly tax deductible. Transaction-related costs were insignificant in the first half of 2020 and have been recognised in profit or loss.

The purchase price allocations consider all the facts and circumstances prevailing as of the respective dates of acquisition that were known prior to preparation of the consolidated financial statements. In accordance with IFRS 3, should further facts and circumstances become known within the 12-month measurement period, the purchase price allocation will be adjusted accordingly.

Since initial consolidation, all new acquisitions in accordance with IFRS 3 in the first half of 2020 have contributed an insignificant amount to revenue and to Group profit or loss. If consolidated as of January 1, 2020, these would have contributed an insignificant amount to revenue and to Group profit or loss.

On 13 February 2020, Fremantle sold back all its shares in its North American production companies, 495 Productions Holdings LLC and affiliates ("495") to the minority shareholder of 495 for an immaterial amount.

In March 2020, Groupe M6 sold its interests held in its subsidiary iGraal, the French leader in cashback, to German Global Savings Group (GSG), a major global player in digital marketing. The deal, which takes the form of a partial cash sale for € 35 million and a share swap, valued iGraal at € 126 million. As a result, Groupe M6 becomes the leading shareholder in GSG, with 42.72 per cent of the capital and consolidates its results via the equity method (initial recognition of the investment in GSG at € 91 million). Net of transaction-related costs, the transaction resulted in an overall gain of € 78 million recognised in the item "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".

Both disposal groups were presented at 31 December 2019 as assets classified as held for sale.

From all disposals in the first half of 2020, RTL Group generated cash flows totalling €31  million after considering the cash and cash equivalents disposed of. The disposals led to a gain from deconsolidation of € 76 million, which is recognised in "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree." The following table shows their impact on RTL Group's assets and liabilities at the time of deconsolidation:

iGraal

Other

Total

€ m

€ m

€ m

Non-current assets

Goodwill

41

1

42

Other intangible assets

2

-

2

Loans and other financial assets

8

-

8

Deferred tax assets

1

-

1

Current assets

Programme rights

-

7

7

Accounts receivable and other financial assets

14

-

14

Income tax receivable

-

-

-

Other current assets

-

-

-

Cash and cash equivalents

8

5

13

Liabilities

Accounts payable

25

-

25

Income tax payable

1

-

1

Contract liabilities

-

11

11

Comprehensive income:

-

(2)

(2)

The non-controlling shareholders in BroadbandTV Corporation had an exit right to sell their stake while dragging RTL Group's stake along at a price at least equal to the price offered to RTL Group in 2019. This right was not exercised and expired in April 2020.

34

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

  • 9.   R E V E N U E

Revenue is disaggregated below by nature and timing of recognition. The table also includes a reconciliation with reportable segments.

Mediengruppe

RTL

Other

Deutschland7

Groupe M6

Fremantle

RTL Nederland7

RTL Belgium

segments7

Total Group

H1/2020

H1/2020

H1/2020

H1/2020

H1/2020

H1/2020

H1/2020

€ m

€ m

€ m

€ m

€ m

€ m

€ m

Revenue from advertising

707

395

6

114

52

87

1,361

Revenue from exploitation of programmes,

rights and other assets

111

82

613

88

11

156

1,061

Revenue from selling goods and

merchandise­

and providing services

88

76

5

4

3

54

230

906

553

624

206

66

297

2,652

Timing of revenue recognition

At a point in time

49

92

605

5

-

145

896

Over time

857

461

19

201

66

152

1,756

906

553

624

206

66

297

2,652

H1/2019

H1/2019

H1/2019

H1/2019

H1/2019

H1/2019

H1/2019

€ m

€ m

€ m

€ m

€ m

€ m

€ m

Revenue from advertising

869

535

6

147

72

105

1,734

Revenue from exploitation of programmes,

rights and other assets

130

73

722

75

11

164

1,175

Revenue from selling goods and

merchandise­

and providing services

88

100

10

13

7

46

264

1,087

708

738

235

90

315

3,173

Timing of revenue recognition

At a point in time

86

143

702

6

1

153

1,091

Over time

1,001

565

36

229

89

162

2,082

1,087

708

738

235

90

315

3,173

10.   FINANCIAL RESULTS OTHER THAN INTEREST

H1/2020

H1/2020

€ m

€ m

Gains resulting from swap points

6

10

Other financial results

(9)

5

(3)

15

The amount of € (9) million in the reporting period refers mainly to the re-measurement of the redemption liability on non-controlling interests.

 11.   TA X

The tax expense for the first half of 2020 was calculated in accordance with IAS 34 using the average annual tax rate expected for the whole of 2020, which is calculated at 33 per cent according to RTL Group management's current estimation. In addition, special tax effects were recognised in current and deferred taxes, resulting in a slightly higher tax rate in the income statement (35 per cent).

The tax rate for the first half of 2019 (26 per cent) was lower than in the current reporting period 2020, mainly due to the tax-exemptnon-recurring items in earnings before tax in the first half of 2019, mainly in connection with the result from disposals of subsidiaries.

35

7  Comparative figures were amended (see note 7.˙).

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

12.   INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

The main change in the portfolio relating to the investments accounted for using the equity method relates to the investment in German Global Savings Group (GSG) (see note 8.˙).

IMPAIRMENT TESTING

As of 30 June 2020, the investment in Atresmedia was tested for impairment in accordance with IAS 36. The fair value less costs of disposal amounted to € 96 million (31 December 2019: € 139 million), which is assigned to level 1 fair value measurement. Management considers that the current share price of Atresmedia does not fully reflect its earnings potential, which is expected to include new digital and platform revenue streams and further content and channel exploitation opportunities. Therefore, the recoverable amount of Atresmedia on 30 June 2020 was based on the value in use determined using a discounted cash flow model. The further reduction of the share price, and the reduction of TV advertising spend due to the Covid-19 pandemic, constituted trigger events for performing the impairment testing. The assumptions used in the valuation, consider the following risks resulting in a significant decrease of terminal EBITDA margin compared to previous financial projections: an ongoing challenging economic environment in Spain due to the Covid-19 pandemic combined with increased competition, differences in viewing preferences and continued dependence on linear television. This dependence continues to exist despite promising developments in the content and streaming business. The current valuation resulted in an impairment loss of € 60 million as of 30 June 2020. The carrying amount after impairment is € 143 million. The impairment loss was measured on the basis of the following assumptions: a discount rate of 9.1% (31 December 2019: 9.3%), a long-term growth rate of 0.0% (31 December 2019: 0.0%) and different scenarios of sustainable EBITA margin which are between 0.0 percentage points and 2.0 percentage points below "pre-Covid-19" assumptions.

13.   SEASONALITY OF OPERATIONS

RTL Group's core business is subject to significant seasonal fluctuations as well as being affected by the macroeconomic effects of the Covid-19 pandemic in the current financial year (see note 3.˙). In a year with a regular revenue development, the Group's revenue is generally lower in the summer months of July and August due to a reduction in advertising spend, with September being the most important month in the third quarter. The Group's content business, Fremantle, usually generates a higher proportion of both revenue and EBITA in the second half of the year due, in part, to the seasonality of programme sales but also to the revenue generated by the distribution, licensing and merchandising business. This seasonality is potentially different for revenue in 2020 given the global economic development and current economic uncertainty. RTL Group currently expects that the decline of net TV advertising markets will slow down in the third quarter of 2020, projecting its TV advertising revenue to be down by around minus 10 per cent in Q3/2020 compared to Q3/2019 - assuming further normalisation of the market conditions. However, there is a high level of uncertainty regarding TV advertising revenue in Q4/2020.

14.   EARNINGS PER SHARE

The calculation of basic earnings per share is based on the profit attributable to RTL Group shareholders of € 94 million (H1/2019: € 393 million) and a weighted average number of ordinary shares outstanding during the period of 153,574,105 (30 June 2019: 153,540,478) calculated as follows:

H1/2020

H1/2019

Profit attributable to RTL Group shareholders(in € million)

94

393

Weighted average number of ordinary shares:

Issued ordinary shares at 1 January

154,742,806

154,742,806

Effect of treasury shares held

(1,168,701)

(1,168,701)

Effect of liquidity programme

-

(33,627)

Weighted average number of ordinary shares

153,574,105

153,540,478

Basic earnings per share (in € )

0.61

2.56

Diluted earnings per share (in € )

0.61

2.56

36

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

15.   E Q U I T Y

The preservation of liquidity has become an essential precaution for safeguarding RTL Group's present operations and future prospects throughout the current economic uncertainty. Therefore, RTL Group's Board of Directors decided on 2 April 2020 to withdraw its earlier proposal of a € 4.00 per share dividend in respect of the financial year 2019. Consequently, no dividend was proposed to the Annual General Meeting of Shareholders and no dividend will be paid for the financial year 2019.

16.   RELATED PARTY TRANSACTIONS

16.   1.   TRANSACTIONS WITH SHAREHOLDERS

DEPOSITS BERTELSMANN SE & CO KGAA

At 30 June 2020, the total of the deposit of RTL Group GmbH with Bertelsmann SE & Co KGaA amounts to € 226 million (31 December 2019: € 27 million). The interest income for the period is € 0.1 million (H1/2019: € nil million).

RTL Group SA has entered into a Treasury Agreement in North America with Bertelsmann Inc. Interest rates are based on US Libor plus 10 basis points. At 30 June 2020, the balance of the cash pooling receivable and payable amounts to € nil million (31 December 2019: € nil million). The interest income/expense for the period is insignificant (H1/2019: insignificant).

LOANS FROM BERTELSMANN SE & CO KGAA AND BERTELSMANN BUSINESS SUPPORT SÀRL

At 30 June 2020, the balance of the term loan facility with Business Support Sàrl, an indirect subsidiary of Bertelsmann SE & Co KGaA amounts to € 500 million (31 December 2019: € 500 million).

The interest expense for the period amounts to € 13.8 million (H1/2019: € 14.1 million). The commitment fee

charge for the period amounts to € 0.6 million (H1/2019: € 0.5 million).

PROFIT AND LOSS POOLING AGREEMENT WITH BERTELSMANN CAPITAL HOLDING GMBH

In the absence of specific guidance in IFRS, RTL Group has elected to recognise current income taxes related to the tax pooling of its indirect subsidiary RTL Group GmbH ("RGG") with Bertelsmann Capital Holding GmbH (BCH) (a direct subsidiary of Bertelsmann SE & Co KGaA) based on the amounts payable to Bertelsmann SE & Co KGaA and BCH as a result of the Profit and Loss Pooling Agreement(PLP) and Compensation Agreements described in the consolidated financial statements 2019. Deferred income taxes continue to be recognised in the condensed consolidated interim financial information based upon the enacted tax rate and on the amounts expected to be settled by the Group in the future. The Commission, providing for the payment to CLT-UFA, a direct subsidiary of RTL Group, of an amount compensating the above profit transfer and being economically and contractually closely related to the Compensation, is accounted for as a reduction of the tax due under the Agreements.

For the interim periods, the Commission is determined on management's reasonable estimate on both expected annual taxable results of the tax group RGG and the tax group Bertelsmann SE & Co KGaA. This estimate is reviewed on a quarterly basis to take into account actual year-to-date results and material known developments affecting the two entities for the remaining part of the year.

At 30 June 2020, the balance payable to BCH amounts to € 169 million (31 December 2019: € 619 million) and the balance receivable from Bertelsmann SE & Co KGaA amounts to € 146 million (31 December 2019: € 500 million).

For the period ended 30 June 2020, the German income tax in relation to the tax pooling with Bertelsmann SE & Co KGaA amounts to € 30 million (H1/2019: € 72 million). The Commission amounts to € 7 million (H1/2019: € 15 million).

The UK Group relief of FremantleMedia Group to Bertelsmann Group resulted in a tax income of € 0.3 million for the first half of 2020 (H1/2019: € 4 million).

37

Interim report January to June 2020

Notes to the condensed consolidated interim financial information

16.   2.   MAIN TRANSACTION WITH INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

At 30 June 2020, RTL Group owed a cash pooling payable to RTL Disney Fernsehen GmbH & Co KG for an amount of € 32 million (31 December 2019: € 57 million).

17.   SUBSEQUENT EVENTS

On 1 July 2020, RTL Belgium and the Government of the Wallonia-Brussels Federation (WBF) agreed on the principle of state aid to be granted to RTL Belgium to cope with the impact of Covid-19 on its operations. The aid is still subject to approval from the European Commission.

On 15 July 2020, Groupe M6 entered into exclusive negotiations with Stars, the parent company of Teleshopping, with a view to selling the entire share capital of the company Home Shopping Service.

38

Interim report January to June 2020

THE

OF

EXPERIENCE

WORLD

COM

.

.

.

RTLGROUP

FIGURES

.

FACTS

GLOBAL

ENTERTAINMENT

Financial calendar

12 November 2020   Quarterly Statement January to September 2020

Credits

Cover

RTL Group

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RTL Group

Publisher

RTL Group

RTLGroup.com

43, Bd Pierre Frieden

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Further information

Media & Investor Relations

Oliver Fahlbusch

Communications & Investor Relations

Phone: +352 2486 5200

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39

Interim report January to June 2020

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RTL Group SA published this content on 14 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2020 09:12:03 UTC