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ProSiebenSat.1 Media SE

Quarterly Report Nov 18, 2019

339_10-q_2019-11-18_96d58290-e1d6-400d-9ef6-863b815e7305.pdf

Quarterly Report

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ProSiebenSat.1 Media SE Quarterly Statement for the Third Quarter of 2019

KEY FIGURES OF PROSIEBENSAT.1 GROUP

in EUR m

Q3 2019 Q3 2018 Q1 – Q3 2019 Q1 – Q3 2018
Revenues 926 892 2,786 2,685
Revenue margin before income taxes (in %) 5.2 19.8 12.8 15.2
Total costs 870 782 2,474 2,332
Operating costs1 802 721 2,277 2,071
Consumption of programming assets 204 209 654 660
Adjusted EBITDA2 131 175 534 634
Adjusted EBITDA margin (in %) 14.2 19.7 19.2 23.6
EBITDA 122 187 506 550
Reconciling items 3 –9 12
28

84
Operating result (EBIT) 64 133 337 393
Financial result
16
44 20 14
Result before income taxes 48 177 357 407
Adjusted net income 4 46 75 224 305
Net income 33 127 248 283
Net income attributable to shareholders of
ProSiebenSat.1 Media SE
34 126 249 279
Net income attributable to non-controlling interests 0 1
1
4
Adjusted earnings per share (in EUR) 0.20 0.33 0.99 1.33
Payments for the acquisition of programming assets 286 248 865 711
Free cash flow –71 3
150

140
Cash flow from investing activities –346 –299
1,112

1,049
Free cash flow before M&A
51
22 –36 105
09/30/2019 12/31/2018 09/30/2018
Employees 5 7,416 6,583 6,635
Programming assets 1,222 1,113 1,242
Equity 1,165 1,070 1,151
Equity ratio (in %) 18.2 16.5 18.5
Cash and cash equivalents 609 1,031 1,000
Financial debt 3,197 3,194 3,190
Leverage ratio 6 2.8 2.1 2.1
Net financial debt 2,588 2,163 2,189

1 Total costs excl. EBITDA expense adjustments, depreciation, amortization, and impairments.

2 EBITDA before reconciling items.

3 EBITDA expense adjustments less income adjustments.

4 Net income attributable to shareholders of ProSiebenSat.1 Media SE before the amortization and impairments from purchase price allocations, adjusted for the reconciling items. These include valuation effects recognized in other financial result, valuation effects of put-options and earn-out liabilities, as well as valuation effects from interest rate hedging transactions. Moreover, the tax effects resulting from such adjustments are also adjusted. Annual Report 2018, page 85.

5 Full-time equivalent positions as of reporting date.

6 Ratio net financial debt to adjusted EBITDA in the last twelve months.

Key Figures of ProSiebenSat.1 Group

At a Glance

AT A GLANCE

  • _ Revenues increase by 4% to EUR 926 million in the third quarter, with growth of 21% at Red Arrow Studios, 13% in Commerce and 37% in digital and smart advertising business, thereby more than compensating for the 6% decline in TV core advertising revenues
  • _ Revenues likewise rose by 4% in the first nine months of 2019
  • _ Adjusted EBITDA and adjusted net income decline as expected due to investments recognized as expense in making the Entertainment business fit for the future and in the further growth of NuCom Group
  • _ Third quarter is best quarter of the year with 28.6% TV audience share
  • _ Group maintains financial targets for the full-year, that are however dependent on the development of the macroeconomic environment and the TV advertising business in Q4

ProSiebenSat.1 Group is driving the digital transformation forward emphatically and uniting leading entertainment brands with a globally successful production and distribution business and a highly growing Commerce business under one roof. The Group is increasingly taking advantage of synergies within the Group by systematically connecting the business areas with one another. For example, local programs for the Entertainment business are increasingly being produced by the Content Production & Global Sales segment, while the Entertainment and Commerce segments each benefit from the reach, the attractive programming and advertising environment and the data portfolio of the other business area. The Group's revenue base is therefore widely diversified. Over the next around five years, ProSiebenSat.1 Group intends to further increase the digital business's share in revenues to 50% (Q3 2018: 31%; Q3 2019: 36%; Q1 – Q3 2018: 27%; Q1 – Q3 2019: 33%).

ProSiebenSat.1 Group is continuing its revenue growth, with revenues rising by 4% to EUR 926 million in the third quarter of 2019 (previous year: EUR 892 million). Revenues also posted growth of 4% in the first nine months of the year, increasing to EUR 2,786 million (previous year: EUR 2,685 million). Both in the third quarter and in the nine-month period, revenues in the Content Production & Global Sales and Commerce segments posted double-digit percentage growth, thereby more than compensating for the revenue decline in the Entertainment segment. As expected, the Group's adjusted EBITDA saw a decline in both periods, which particularly reflected investments recognized as expense in the Entertainment business and in the growth of the Commerce segment and lower TV advertising revenues. ProSiebenSat.1 Group maintains its full-year targets communicated for the current fiscal year, that are however dependent on the development of the macroeconomic environment and the TV advertising business in the fourth quarter.

At the core of its activities, the Group will continue to provide top entertainment that people love and commerce offerings that people need. In everything it does, ProSiebenSat.1 Group wants to be as close to the consumers as possible and to delight people – with the right offers at the right time, no matter where. This success is decisively shaped by the Group's employees. As of September 30, 2019, ProSiebenSat.1 Group had 7,416 employees (previous year: 6,635), calculated on the basis of full-time equivalents. The higher number of employees mainly results from acquisitions and the expansion of the digital portfolio.

SIGNIFICANT EVENTS

ProSiebenSat.1 Group regularly analyzes its portfolio and assesses possible growth and synergy potential. This strategy includes portfolio expansions, company disposals and investments in promising growth areas. In this context, the following events were significant in the first nine months of 2019:

  • _ Effective as of February 21, 2019, General Atlantic PD GmbH, Munich ("General Atlantic"), contributed its 41.6% stake in Marketplace GmbH, Berlin ("Marketplace"), to NCG – NUCOM GROUP SE, Unterföhring ("NuCom Group"), by way of a capital increase. General Atlantic has been a growth investor in NuCom Group since 2018; as of the closing date on December 31, 2018, NuCom Group also held a 41.6% interest in Marketplace. At the same time, NuCom Group acquired 10.5% of the shares from other shareholders of Marketplace in the first quarter of 2019. The newly resulting total stake of NuCom Group and the shares held by the remaining minority shareholders were contributed effective as of February 21, 2019 to the newly founded be Around Holding GmbH, Berlin ("be Around"). After this contribution, 94.0% of the voting rights and 80.0% of the capital of be Around are attributed to NuCom Group. The overall transaction is based on a purchase price of about EUR 130 million. General Atlantic's stake in NuCom Group thus increased from 25.1% to 28.4%. be Around operates Aroundhome (formerly Käuferportal), Germany's largest online broker for products and services related to the home.
  • _ In the second quarter of 2019, the Group extended the maturities for most of the syndicated credit agreement consisting of a term loan and a revolving credit facility (RCF) until April 2024. Borrowings and Financing Structure, page 13
  • _ In the third quarter of 2019, ProSiebenSat.1 Group continued the transformation of its Entertainment business. The Group decided to establish a new and more independent Entertainment organization in which the content areas, the digital platform businesses and their monetization are more closely integrated under one roof. In this context, the Group decided to transform the operating holding company, which is currently closely interwoven with the Entertainment business, into a purely strategic holding company to be reported separately from the Entertainment segment from January 1, 2020. In the future, the strategic holding company will strengthen the focus on strategic management and alignment, management of strategic core projects and measures, governance and capital allocation. Purely operating areas currently still allocated to the holding company will be allocated to the appropriate business segments. Support functions will be bundled in service centers and are subject to the control of the holding company in order to increase efficiency and customer proximity. Overall, the company expects this to allow it to react more flexibly and quickly to market challenges and to better drive future growth. Further information on the Executive Committee and holding structure can also be found in the Annual Report 2018 from page 31 .

BUSINESS PERFORMANCE OF PROSIEBENSAT.1 GROUP

GROUP ENVIRONMENT

Economic Development

The slowing global economy and trade conflicts, chiefly between the US and China, numerous political uncertainties, and the possibility of a no-deal Brexit continue to impede Germany's highly export-oriented economy. The pace of growth in its gross domestic product (GDP) is therefore likely to remain limited overall. After a slightly declining second quarter (–0.1% vs. previous quarter), no growth is expected in the third quarter either. The current Joint Economic Forecast projects a drop of 0.1% in real terms. The economy is currently being supported primarily by the domestic economy. The construction industry boom continues, while private consumer spending is expanding thanks to the still robust labor market situation and substantial rises in incomes. According to preliminary information from the German Federal Statistical Office, revenues in retail, which account for around onethird of private consumer spending, increased by 3.0% in real terms from January to August 2019. The online and mail order business saw the biggest growth with 8.5% in real terms. Fig. 01

Sector-Specific Development

ProSiebenSat.1 Group is consistently linking its television business to digital entertainment media and thus expanding its total reach. Since May 2019, AGF Videoforschung GmbH ("AGF") has published a daily, convergent total reach metric. Together with AGF, the Group is driving the integration of YouTube LLC's platform ("YouTube") into the analysis systems. These new indicators will account for altered media usage, as digitalization has extended the range of media usage in recent years and the lines between different media are increasingly blurring. The same content is consumed via various channels on different devices. The associated overlaps between the various forms of use can be presented with the reach metric "total reach." As the next step, this reach is to be made addressable so that advertising can be tailored to the respective viewers in an optimum manner ("smart reach").

In order to reach advertising customers easily and via standardized technology, ProSiebenSat.1 Group announced in June 2019 that it would be founding the joint venture d-force GmbH ( "d-force") together with Mediengruppe RTL Deutschland GmbH ("Mediengruppe RTL Deutschland"). As a cross-marketer platform for booking addressable TV and online video as well as through technical standardization, d-force is intended to create additional growth opportunities in this area. The Federal Cartel Office approved the plan in August 2019, the corresponding contract between ProSiebenSat.1 Group and Mediengruppe RTL Deutschland was signed and executed in October 2019.

01 / DEVELOPMENT OF GROSS DOMESTIC PRODUCT IN GERMANY in %, change vs. previous quarter

Adjusted for price, seasonal and calendar effects.

Sources: Destatis, Joint Economic Forecast Autumn 2019. / e: estimate

Development of the Advertising Market

According to Nielsen Media Research, gross TV investment in Germany rose by 4.4% to EUR 3.520 billion in the third quarter of 2019 (previous year: EUR 3.370 billion). From January to September, it increased by 0.9% to EUR 10.807 billion (previous year: EUR 10.714 billion). At the same time, TV still has the greatest relevance in comparison to other media, accounting for 47.6% of gross advertising investment in the third quarter (previous year: 47.1%) and 47.7% from January to September (previous year: 47.8%). Online advertising accounted for 11.5% in the third quarter (previous year: 11.7%) and 11.6% in the first nine months of the year (previous year: 11.2%). Fig. 02

ProSiebenSat.1 Group is the market leader in the German TV advertising market and increased its market share to 40.1% in the third quarter of 2019 (previous year: 39.9%). This equated to gross TV advertising revenues of EUR 1.411 billion (previous year: EUR 1.344 billion). From January to September, revenues amounted to EUR 4.186 billion (previous year: EUR 4.170 billion). ProSiebenSat.1 Group thus achieved a market share of 38.7% (previous year: 38.9%). Fig. 03 Fig. 04

Nielsen Media Research provides important indicators for assessing the advertising market's development. However, the data are collected on a gross basis, meaning that they do not take account of discounts, selfpromotion or agency commission. In addition, the data also include TV spots from media-for-revenue-share and media-for-equity transactions. Furthermore, the advertising revenues of major digital players from the US such as Google LLC ("Google") and Facebook Inc. ("Facebook") are not reflected in the Nielsen figures and therefore do not represent the entire gross market.

From ProSiebenSat.1 Group's perspective, the TV advertising market again developed noticeably below the previous year's level on a net basis in the third quarter of 2019 and in the nine-month period. Weaker economic development and continuing structural changes are likely to have influenced TV advertising investment. Future Business and Industry Environment, page 21

02 / MEDIA MIX GERMAN GROSS ADVERTISING

MARKET in %, Q3 2018 figures in parentheses

Source: Nielsen Media Research.

03 / MARKET SHARES GERMAN GROSS TV ADVERTIS-ING MARKET in %, Q3 2018 figures in parentheses

Source: Nielsen Media Research.

04 / TV ADVERTISING MARKETS IN GERMANY, AUSTRIA AND SWITZERLAND ON A GROSS BASIS in %

Development of
the TV advertising
market in Q3 2019
(Change against
previous year)
Market shares
ProSiebenSat.1
Group
Q3 2019
Market shares
ProSiebenSat.1
Group
Q3 2018
Germany 4.4 40.1 39.9
Austria -3.3 44.7 43.0
Switzerland -3.3 28.2 24.3
Development of
the TV advertising
market in
Q1–Q3 2019
(Change against
previous year)
Market shares
ProSiebenSat.1
Group
Q1–Q3 2019 2019
Market shares
ProSiebenSat.1
Group
Q1–Q3 2019 2018
Germany 0.9 38.7 38.9
Austria -0.6 44.8 43.2
Switzerland -2.7 27.9 26.3

Germany: Gross, Nielsen Media. / Austria: Gross, Media Focus; January–August. Switzerland : The advertising market shares relate to the German-speaking part of Switzerland; gross, Media Focus.

According to Nielsen Media Research, advertising budgets for in-stream video ads in Germany amounted to EUR 180.2 million in the third quarter of 2019 (previous year: EUR 146.3 million). In the first nine months of the year, the market volume came to EUR 525.7 million (gross), which equates to dynamic growth of 28.9% (previous year: EUR 408.0 million). By selling in-stream video ads, which are shown online before, after or during a video stream, ProSiebenSat.1 Group's gross revenues grew by 28.9% to EUR 85.1 million in the third quarter (previous year: EUR 66.0 million). Over the nine-month period, ProSiebenSat.1 Group's gross revenues rose to EUR 251.5 million (previous year: EUR 186.4 million). The year-on-year increase of 34.9% therefore surpasses the market trend.

Overall, investments in online forms of advertising in Germany increased by 1.6% to EUR 851.3 million in the third quarter (previous year: EUR 837.6 million). ProSiebenSat.1 Group increased the gross revenues it generated by 22.2% to EUR 106.0 million (previous year: EUR 86.8 million). In the nine-month period, the investments amounted to EUR 2.624 billion (previous year: EUR 2.511 billion). ProSiebenSat.1 Group thus generated gross revenues of EUR 306.4 million from January to September (+ 21.2%). In addition to in-stream videos, the online advertising market also includes display ads such as traditional banners and buttons.

The official Nielsen Media Research online advertising statistics include only advertisement that is displayed on the websites of the Circle of Online Marketers (OVK). No data is available for advertising on digital platforms such as Google/YouTube, Facebook, or Amazon Inc. ("Amazon"), as these providers do not report their gross revenues to Nielsen Media Research.

From ProSiebenSat.1 Group's perspective, the online advertising market developed above the previous year's level on a net basis in the third quarter and in the first nine months of 2019. This is particularly attributable to the growing in-stream market.

Development of Audience Shares and User Numbers

In the third quarter of 2019, ProSiebenSat.1 Group's seven German free TV stations – SAT.1, ProSieben, Kabel Eins, sixx, SAT.1 GOLD, ProSieben MAXX and Kabel Eins Doku – had their strongest quarter of the year with a 28.6% market share among 14- to 49-year-old viewers (previous year: 28.8%). Over the nine-month period as a whole, the positive development continues. Here, the group of stations has a combined market share of 28.3%, a clear increase on the previous year's 27.5%. The stations marketed by IP Deutschland had a market share of 26.0% in the third quarter of 2019 (previous year: 23.4%). In the first nine months of the year, their share came to 25.9% (previous year: 24.2%). Fig. 05

05 / AUDIENCE SHARES OF PROSIEBENSAT.1 GROUP in %

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Germany 28.6 28.8 28.3 27.5
Austria 29.7 28.6 28.2 28.3
Switzerland 17.8 17.3 17.9 17.2

Germany: ProSiebenSat.1 Group: SAT.1, ProSieben, Kabel Eins, sixx, SAT.1 GOLD, ProSieben MAXX, Kabel Eins Doku; AGF Videoforschung in cooperation with GfK; videoSCOPE 1.2, January 1, 2018 – September 30, 2019; market standard: TV; calculated on October 8, 2019; target group: 14–49.

Austria: AGTT/GfK TELETEST; Evogenius Reporting; January 1, 2018 – September 30, 2019; weighted for number of people; including VOSDAL/time-shift; standard; target group: 12–49.

Switzerland: Figures are based on 24 hours (Mon–Sun). SAT.1 Schweiz, ProSieben Schweiz, Kabel Eins Schweiz, sixx Schweiz, SAT.1 GOLD Schweiz, ProSieben MAXX Schweiz, Puls 8; anuary 1, 2018 – September 30, 2019; market shares relate to the German-speaking part of Switzerland; total signal; source: Mediapulse TV Panel; advertising-relevant target group 15–49.

ProSiebenSat.1 Group also offers a complementary portfolio of various advertising-financed free TV stations in Austria and Switzerland, which the Group has recently expanded further. September 1, 2019, saw the launch of PULS 24, ProSiebenSat.1 Group's fourth Austriaonly TV station, and an app of the same name. The offerings focus on news, business, live events and Austrian content. Fig. XX

Alongside increasingly specific, targeted approaches to viewers and the sale of advertising spots, digitalization is opening up additional revenue models for the TV business. For instance, in the free TV business, ProSiebenSat.1 Group participates in the technical service fees that end customers pay to the respective providers for programs in HD quality. As of September 2019, the number of HD users in Germany had increased by 7% to 9.9 million (previous year: 9.2 million). ProSiebenSat.1 Group also broadcasts its programs in HD quality in Austria and Switzerland.

In addition, the Company develops offers that incorporate various platforms based on the main medium of TV. In June 2019, ProSiebenSat.1 Group launched its streaming platform Joyn GmbH ("Joyn") in cooperation with Discovery Inc. ("Discovery"). According to AGOF measurements (Arbeitsgemeinschaft Onlineforschung e.V.), the platform already reached 1.55 million unique users in Germany in September 2019.

Digital-Studio Studio71 is a further essential component of ProSiebenSat.1 Group's portfolio. It pools the Group's digital content offerings and distributes them via digital platforms. With 10.2 billion video views per month in the third quarter of 2019 (previous year: 9.5 billion video views) and over 10.0 billion video views a month from January to September (previous year: 9.1 billion video views), Digital-Studio Studio71 is one of the world's leading multi-platform networks.

Also driven by growth of the digital viewtime of its offerings by 21.8%, ProSiebenSat.1 Group recorded a total video viewtime of 252,897 million minutes in the third quarter of 2019 (previous year: 259,771 million minutes). This figure represents the total number of minutes viewed on the linear channels and digital entertainment platforms of the Group. With this development, the Group did not fully compensate the decline in linear reach. In the nine-month period, total video viewtime amounted to 792,861 million minutes (previous year: 801,197 million minutes).

GROUP EARNINGS

Revenue and Earnings Performance in the Third Quarter and in the Nine-months Period of 2019

06 / SELECTED KEY FIGURES OF PROSIEBENSAT.1 GROUP in EUR m

Q1–Q3 Q1–Q3
Q3 2019 Q3 2018 2019 2018
Revenues 926 892 2,786 2,685
Total costs 870 782 2,474 2,332
Operating costs 802 721 2,277 2,071
Operating result (EBIT) 64 133 337 393
Adjusted EBITDA 131 175 534 634
Reconciling items –9 12 –28 –84
EBITDA 122 187 506 550
Financial result –16 44 20 14
Result before income
taxes 48 177 357 407
Income taxes –15 –49 –109 –124
Net income 33 127 248 283
Net income attributable
to shareholders of
ProSiebenSat.1 Media SE 34 126 249 279
Adjusted net income 46 75 224 305

ProSiebenSat.1 Group's revenues amounted to EUR 926 million in the third quarter of 2019, up 4% or EUR 34 million year-on-year (previous year: EUR 892 million). Adjusted for consolidation and currency effects, the increase in revenues was 3%. The Content Production & Global Sales and Commerce segments both posted revenue growth of a double-digit percentage and thus more than compensated for the decline in revenues in the Entertainment segment. Business Development of the Segments, page 12

This revenue decline in the Entertainment segment is attributable to the weaker development of TV core advertising revenues. At the same time, the share of the non-advertising business increased to 52% at Group level in the third quarter of 2019 (previous year: 48%). Here, ProSiebenSat.1 Group grew both organically and as a result of acquisitions to expand the digital portfolio. ProSiebenSat.1 Group's objective is to generate additional revenues beyond the traditional TV advertising business and above all to successively increase the share of the digital business.

The effects in the third quarter also characterized the development of revenues in the first nine months: ProSiebenSat.1 Group's revenues rose by 4% or EUR 100 million to EUR 2,786 million (previous year: EUR 2,685 million). This also includes consolidation effects, especially from the deconsolidations of the video-on-demand (VoD) portal maxdome in July 2018 and of the tour operator Tropo GmbH ("Tropo") in September 2018. In contrast, the initial consolidation of eHarmony Inc. ("eHarmony Group") in November 2018 and of be Around in March 2019 had positive effects. Adjusted for the above consolidation and currency effects, the increase in revenues was 3%.

07 / TOTAL COSTS in EUR m

Cost of sales Selling expenses Administrative expenses Other operating expenses

Total costs rose by 11% to EUR 870 million in the third quarter (previous year: EUR 782 million).

The increase in the cost of sales of 5% to EUR 571 million (previous year: EUR 544 million) is directly related to the increase in revenues in the Content Production & Global Sales and Commerce segments. In addition, investments recognized as expense, especially in the Entertainment segment, contributed to the increase in the cost of sales. Selling expenses rose by 10% year-on-year to EUR 143 million (previous year: EUR 131 million). In addition to consolidation effects in the Commerce segment, the increase was attributable to the rise of marketing costs in connection with the acceleration and strengthening of the online beauty business of the portfolio company Flaconi GmbH ("Flaconi"). Administrative expenses increased by 46% to EUR 153 million (previous year: EUR 105 million) and are particularly influenced by the reorganization of the Entertainment segment. These mainly include expenses such as severance payments and leave compensation. The Group has continued its announced reorganization and is particularly pushing the implementation of a more independent Entertainment organization and a strategic holding company. ProSiebenSat.1 Group thus continues to flexibly adapt the Group's structure to the constantly changing market environment and is making it fit for the future.

In the first nine months of the year, the Group's total costs increased by 6% or EUR 142 million to EUR 2,474 million. The reasons for the increase in cost of sales and selling expenses in the third quarter also reflect the development of the nine-month period. The administrative expenses, in contrast, fell to EUR 404 million (previous year: EUR 447 million) over the nine-month period. This corresponds to a decline of 9% compared to the previous year and reflects in particular the higher expenses from the reorganization in the Entertainment segment in the previous year.

As expected, adjusted EBITDA decreased by 25% or EUR 44 million to EUR 131 million in the third quarter. This is due to higher operating costs, which amounted to EUR 802 million (previous year: 11% or EUR 81 million). As announced, in addition to a revenue-driven cost increase in the Content Production & Global Sales and Commerce segments, the year-on-year increase is attributable partly to investments recognized as expense, especially in the Entertainment segment. These investments recognized as expense included investments in local content, in the expansion of digital platforms as well as in improved monetization of reach. The adjusted EBITDA margin was 14.2% (previous year: 19.7%). The development of the adjusted EBITDA margin is characterized by different cost and earnings structures of the individual segments.

The above-mentioned effects also resulted in a decline in adjusted EBITDA of 16% or EUR 101 million to EUR 534 million in the ninemonth period. The adjusted EBITDA margin was 19.2% (previous year: 23.6%).

08 / RECONCILIATION OF OPERATING COSTS

in EUR m

1

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Total costs 870 782 2,474 2,332
EBITDA expense adjust
ments
–9 –7 –29 –104
Depreciation, amortiza
tion and impairments1
–58 –54 –169 –157
Operating costs 802 721 2,277 2,071

Of other intangible and tangible assets.

EBITDA likewise declined in the third quarter of 2019, falling by 35% or EUR 65 million to EUR 122 million. Besides the developments described above, this figure was influenced by reconciling items of minus EUR 9 million (previous year: EUR 12 million), which comprised the following: Expenses in connection with reorganizations amounted to EUR 31 million, primarily attributable to the Entertainment segment. M&A projects resulted in expenses of EUR 1 million (previous year: EUR 7 million). Other EBITDA effects amounted to EUR 1 million (previous year: EUR 18 million). This item mainly includes fair value adjustments of share-based payments amounting to EUR 1 million (previous year: EUR 2 million). Expenses from material one-time items affecting EBITDA of minus EUR 1 million (previous year: EUR –2 million) and valuation effects relating to strategic realignments of business units of EUR 22 million (previous year: EUR 0 million) had an opposite effect. This is connected with the development of the programming strategy.

In the nine-month period, EBITDA decreased by 8% or EUR 44 million and amounted to EUR 506 million. EBITDA includes reconciling items of minus EUR 28 million (previous year: EUR –84 million). Expenses for reorganization measures amounted to EUR 47 million (previous year: EUR 63 million), which were largely attributable to the Entertainment segment. M&A projects resulted in costs of EUR 5 million in the first nine months of the year (previous year: EUR 30 million). Other EBITDA effects amounted to EUR 2 million (previous year: EUR 9 million). This included expenses from material one-time items affecting EBITDA of minus EUR 3 million (previous year: EUR – 13 million). The previous year's figure was impacted by expenses of other accounting periods in the Entertainment and Commerce segments. Fair value adjustments of share-based payments of EUR 4 million (previous year: EUR 2 million) and the mentioned valuation effects relating to strategic realignments of business units of EUR 22 million (previous year: EUR 0 million).

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Result before income
taxes
48 177 357 407
Financial result –16 44 20 14
Operating result (EBIT) 64 133 337 393
Depreciation, amortiza
tion and impairments1
–58 –54 –169 –157
thereof from purchase
price allocations
–12 –12 –37 –36
EBITDA 122 187 506 550
Reconciling items –92 122 –283 –843
Adjusted EBITDA 131 175 534 634

09 / RECONCILIATION OF ADJUSTED EBITDA in EUR m

1 Of other intangible and tangible assets.

2 EBITDA expense adjustments of EUR 9 million (previous year: EUR 7 million) less income adjustments of EUR 0 million (previous year: EUR 18 million).

3 EBITDA expense adjustments of EUR 29 million (previous year: EUR 104 million) less

income adjustments of EUR 0 million (previous year: EUR 19 million).

In the third quarter of 2019, the financial result amounted to minus EUR 16 million (previous year: EUR 44 million). The change compared to the same quarter of the previous year is mainly attributable to the development of the other financial result, which amounted to EUR 4 million (previous year: EUR 62 million). This includes impairments and reversals of impairment on financial assets of EUR 2 million in the third quarter (previous year: EUR 64 million). EUR 1 million of this was attributable to the reassessment of putoptions (previous year: EUR 54 million) and EUR 0 million to earnout liabilities (previous year: EUR – 11 million). Other financing costs of minus EUR 2 million (previous year: –2 million) and results of currency conversion of minus EUR 4 million (previous year: EUR 0 million) had an opposite effect. The interest result amounted to minus EUR 16 million (previous year: EUR – 15 million).

In the nine-month period, the financial result amounted to EUR 20 million (previous year: EUR 14 million). This is attributable to the positive development of the other financial result, which amounted to EUR 84 million (previous year: EUR 77 million). It includes impairments and reversals of impairment as well as income from the reassessment of financial assets, which increased by EUR 20 million to EUR 104 million in the first nine months (previous year: EUR 84 million). These result in particular from the sale of shares in the global video service Pluto Inc. ("Pluto") in the amount of EUR 22 million and from the reassessment of the former shares in Marketplace (EUR 27 million) in connection with the increase in the share and full consolidation of the newly founded be Around. The reassessment of put options accounted for EUR 41 million (previous year: EUR 78 million). The two biggest items were the valuation of shares in the US film distributor Gravitas Ventures, LLC ("Gravitas Ventures") as a result of the changed expectations for future cash inflows and the valuation of shares in Digital-Studio Studio71. In addition, the valuation effects from earn-out liabilities increased to EUR 20 million (previous year: EUR -11 million). Results of currency conversion of minus EUR 10 million (previous year: – 3 million) and other financing costs of minus EUR 9 million (previous year: –3 million) also had an opposite effect in the nine-month period.

The developments described resulted in a decline in the result before income taxes to EUR 48 million in the third quarter of 2019 (previous year: EUR 177 million). Income taxes amounted to EUR 15 million (previous year: EUR 49 million) with a tax rate of 30.5% (previous year: 28.0%). Net income decreased by EUR 94 million to EUR 33 million (previous year: EUR 127 million). The net income attributable to shareholders of ProSiebenSat.1 Media SE fell by EUR 92 million to EUR 34 million.

As a result of the above development, the result before income taxes amounted to EUR 357 million in the nine-month period (previous year: EUR 407 million). The net income attributable to shareholders of ProSiebenSat.1 Media SE fell to EUR 249 million (previous year: EUR 279 million).

In the third quarter, adjusted net income was down 39% year-on-year and amounted to EUR 46 million (previous year: EUR 75 million). This item is adjusted by the mentioned reconciling items and presented in the reconciliation. These include the effects recognized in the other financial result as well as the expenses resulting from restructuring and portfolio measures. Basic adjusted earnings per share amounted to EUR 0.20 (previous year: EUR 0.33).

Adjusted net income also declined by 26% or EUR 80 million to EUR 224 million in the nine-month period (previous year: EUR 305 million).

10 / RECONCILIATION OF ADJUSTED NET INCOME

in EUR m

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Net income attributable to shareholders of ProSiebenSat.1 Media SE 34 126 249 279
Valuation effects relating to strategic realignments of business units –22 –/– –22 –/–
Other EBITDA adjustments 31 –12 51 84
Depreciation, amortization and impairments from purchase price allocations1 12 13 38 37
Impairments on other financial assets –/– 3 14 13
Reversal of impairment, reassessment and income from the sale accounted for using the equity method 0 –/– –53 –/–
Valuation effects of put-options and earn-out liabilities 0 –42 –56 –64
Subsequent valuation effects relating to strategic realignments of business units in the financial result –1 –/– 4 –/–
Valuation effects from interest rate hedging transactions –1 –1 –2 –1
Reassessment of tax risks –/– –/– –/– 5
Other effects 0 –23 2 –27
Tax effects –7 13 1 –15
Minority interests 0 –2 –1 –8
Adjusted net income 46 75 224 305

1 Including effects on associates consolidated using the equity method.

11 / RECONCILIATION OF THE INCOME STATEMENT in EUR m

Q3 2019
IFRS
Adjust
ments
Q3 2019
adjusted
Q1–Q3
2019
IFRS
Adjust
ments
Q1–Q3
2019
adjusted
Revenues 926 –/– 926 2,786 –/– 2,786
Total costs –870 –22 –848 –2,474 –68 –2,406
thereof operating costs –802 –/– –802 –2,277 –/– –2,277
thereof depreciation, amortization and impairments –58 –13 –45 –169 –39 –130
Other operating income 8 –/– 8 26 0 25
Operating result (EBIT) 64 –22 86 337 –68 404
Financial result –16 2 –18 20 92 –72
Result before income taxes 48 –20 68 357 25 332
Income taxes –15 7 –22 –109 –1 –108
NET INCOME 33 –12 46 248 24 224
Net income attributable to shareholders of ProSiebenSat.1 Media SE 34 –12 46 249 25 224
Net income attributable to non-controlling interests 0 0 0 –1 –1 0
Result before income taxes 48 –20 68 357 25 332
Financial result –16 2 –18 20 92 –72
Operating result (EBIT) 64 –22 86 337 –68 404
Depreciation, amortization and impairments –58 –13 –45 –169 –39 –130
thereof from purchase price allocations –12 –12 –/– –37 –37 –/–
EBITDA 122 –9 131 506 –28 534

BUSINESS DEVELOPMENT OF THE SEGMENTS

12 / REVENUE SHARE BY SEGMENT Q3 2019 in %,

13 / ADJUSTED EBITDA BY SEGMENT in EUR m

Q3 2019 Q3 2018

Entertainment Segment

REVENUE AND EARNINGS PERFORMANCE IN THE THIRD QUARTER OF 2019

External revenues in the Entertainment segment amounted to EUR 525 million in the third quarter of 2019 (previous year: EUR 547 million). In addition to the deconsolidations of the video-on-demand (VoD) portal maxdome and the online sports program operator 7NXT in July 2018, this decline of 4% or EUR 21 million is primarily attributable to the weaker performance of the TV advertising business. Adjusted for consolidation and currency effects, the decline amounted to 3%. The digital and smart advertising business continued to grow dynamically at a rate of 37%, but did not entirely compensate for the decline in total TV advertising revenues. Accordingly, total advertising revenues fell by 3% in the third quarter of 2019. This primarily reflects the general market trend. By contrast, distribution revenues continued to develop positively due to the increasing number of HD users. Economic Development, page 6 Development of the Advertising Market, page 6

Adjusted EBITDA fell by 28% or EUR 42 million year-on-year to EUR 108 million (previous year: EUR 150 million). This decline is due on the one hand to declining revenues and on the other hand, as announced, to investments recognized as expense, particularly in local content. The adjusted EBITDA margin was 20.1% (previous year: 26.7%). EBITDA fell by EUR 57 million to EUR 108 million (previous year: EUR 165 million). Group Earnings, page 8

REVENUE AND EARNINGS PERFORMANCE IN THE NINE-MONTH PERIOD 2019

In the first nine months of the year, too, the above-mentioned deconsolidation effects and the weaker development of the TV advertising market were the main factors behind the development of revenues and earnings: External revenues fell by 5% to EUR 1,705 million (previous year: EUR 1,799 million). Adjusted for consolidation and currency effects, the decline amounted to 2%. In addition to the revenue development described above, planned investments recognized as expense in local content and in the expansion of digital platforms as well as costs related to improved monetization of reach in particular led to a decline in adjusted EBITDA of 19% or EUR 110 million to EUR 458 million. The adjusted EBITDA margin was 26.3% (previous year: 30.7%). EBITDA posted a decline of EUR 50 million to EUR 446 million (previous year: EUR 497 million).

14 / KEY FIGURES ENTERTAINMENT SEGMENT in EUR m

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Segment revenues 538 562 1,742 1,850
External revenues 525 547 1,705 1,799
Internal revenues 13 16 37 52
EBITDA 108 165 446 497
Adjusted EBITDA 108 150 458 567
Adjusted EBITDA margin1
(in %)
20.1 26.7 26.3 30.7

Based on segment revenues.

1

Content Production & Global Sales Segment

REVENUE AND EARNINGS PERFORMANCE IN THE THIRD QUARTER OF 2019

In the Content Production & Global Sales segment, the Group increased external revenues by 21% to EUR 178 million in the third quarter of 2019 (previous year: EUR 148 million). Adjusted for consolidation and currency effects, the increase in revenues was 15%. Digital-Studio Studio71 in particular continued its persistently dynamic growth in the USA, Germany and the UK. The production business and global distribution business also delivered double-digit growth contributions.

The increase in revenues is also reflected in the development of earnings figures: Adjusted EBITDA posted a significant increase of EUR 3 million to EUR 9 million. The adjusted EBITDA margin therefore increased to 4.5% (previous year: 3.8%). EBITDA grew by EUR 3 million to EUR 8 million.

REVENUE AND EARNINGS PERFORMANCE IN THE NINE-MONTH PERIOD 2019

The positive earnings development of the first half of 2019 continued in the third quarter: External revenues thus rose by 28% to EUR 461 million in the first nine months (previous year: EUR 361 million). Adjusted for consolidation and currency effects, revenues grew by 22%. Adjusted EBITDA increased by 34% to EUR 26 million (previous year: EUR 19 million) while the adjusted EBITDA margin amounted to 5.1% (previous year: 4.9%). EBITDA likewise amounted to EUR 26 million (previous year: EUR 17 million).

15 / KEY FIGURES CONTENT PRODUCTION & GLOBAL SALES in EUR m

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Segment revenues 189 155 508 394
External revenues 178 148 461 361
Internal revenues 11 7 46 33
EBITDA 8 5 26 17
Adjusted EBITDA 9 6 26 19
Adjusted EBITDA margin1
(in %)
4.5 3.8 5.1 4.9

1 Based on segment revenues.

Commerce Segment

REVENUE AND EARNINGS PERFORMANCE IN THE THIRD QUARTER OF 2019

External revenues in the Commerce segment increased by 13% to EUR 222 million in the third quarter of 2019 (previous year: EUR 197 million). The growth was positively influenced by the initial consolidations of eHarmony Group in November 2018 and of be Around in March 2019, which more than compensated for the opposite effect from the sale of Tropo in September 2018. Adjusted for consolidation and currency effects, the increase in revenues was 10%. Flaconi, Sonoma Internet GmbH ("Sonoma") and Jochen Schweizer mydays Holding GmbH ("Jochen Schweizer mydays") in particular again generated substantial growth, whereas the development of Verivox Holding GmbH ("Verivox Holding") was again impacted by a challenging market and competitive environment in the third quarter of 2019.

Adjusted EBITDA fell by EUR 4 million to EUR 15 million year-onyear (previous year: EUR 19 million). The development of earnings is on the one hand due to investments recognized as expense in the portfolio company Flaconi and on the other hand to different cost and earnings structures of the individual business models. The adjusted EBITDA margin was 6.7% (previous year: 9.8%). EBITDA decreased to EUR 9 million (previous year: EUR 17 million). This includes reconciling items of minus EUR 6 million after minus EUR 3 million in the previous year. In the third quarter of 2019, reconciling items resulted from the integration of eHarmony Group into PARSHIP Group GmbH ("Parship Group") and a reorganization at Verivox Holding, with which the company is laying a foundation for sustainable successful development.

REVENUE AND EARNINGS PERFORMANCE IN THE NINE-MONTH PERIOD 2019

The effects in the third quarter also characterized the development of revenues and earnings performance in the first nine months: External revenues rose by 18% to EUR 619 million (previous year: EUR 525 million). Adjusted for consolidation and currency effects, the revenue increase amounted to 10%. Adjusted EBITDA increased by 5% to EUR 51 million (previous year: EUR 48 million) while the adjusted EBITDA margin amounted to 8.2% (previous year: 9.2%). EBITDA amounted to EUR 36 million (previous year: EUR 37 million).

16 / KEY FIGURES COMMERCE in EUR m

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Segment revenues 222 197 619 525
External revenues 222 197 619 525
Internal revenues 0 0 0 0
EBITDA 9 17 36 37
Adjusted EBITDA 15 19 51 48
Adjusted EBITDA margin1
(in %)
6.7 9.8 8.2 9.2

Based on segment revenues.

1

GROUP FINANCIAL POSITION AND PERFORMANCE

Borrowings and Financing Structure

ProSiebenSat.1 Group uses various financing instruments and practices active financial management. As of September 30, 2019, debt accounted for an 82% share of total equity and liabilities (December 31, 2018: 83%; September 30, 2018: 82%). The majority of this, at EUR 3,197 million or 61% (December 31, 2018: 59%; September 30, 2018: 63%), was attributable to current and non-current financial debt.

The Group continuously monitors and assesses developments on the money and capital markets. In April 2019, the Group extended the maturities for most of the syndicated credit agreement consisting of a term loan and a revolving credit facility until April 2024. Further information on the financing instruments can be found on pages 113 and 114 of the Annual Report 2018 .

17 / DEBT FINANCING INSTRUMENTS AND MATURITIES AS OF SEPTEMBER 30, 2019 in EUR m

1 Not drawn.

Rating agencies do not take ProSiebenSat.1 Group's loan agreement, notes and promissory notes into account in their credit ratings. For this reason, no corresponding statements are made here.

Interest payable on the syndicated term loan and the syndicated revolving credit facility (RCF) is variable and based on Euribor money market rates plus an additional credit margin. The Group uses derivative financial instruments in the form of interest rate swaps and interest rate options to hedge against interest rate changes caused by the market. As of September 30, 2019, the proportion of fixed interest was approximately 98% of the entire long-term financing portfolio (December 31, 2018: approx. 98%; September 30, 2018: approx. 98%). The average fixed rate of the interest rate swaps was 0.5% per annum; the average interest rate cap was 1.0%. Analysis of Assets and Capital Structure, page 17

Financing Analysis

The leverage ratio is a key indicator for Group-wide financial and investment planning. It reflects the ratio of net financial debt to adjusted EBITDA over the last twelve months (LTM adjusted EBITDA). The target is a ratio between 1.5 and 2.5 at the end of the relevant year; the target range may be exceeded for a short period of time as a result of fluctuations during the year.

As of September 30, 2019, the leverage ratio was 2.8 (December 31, 2018: 2.1; September 30, 2018: 2.1) with net financial debt of EUR 2,588 million (December 31, 2018: EUR 2,163 million; September 30, 2018: EUR 2,189 million). This higher net financial debt reflects the development of cash flow. Analysis of Liquidity and Capital Expenditure, page 15

As of September 30, 2019, the definition of ProSiebenSat.1 Group's net financial debt does not include lease liabilities according to IFRS 16 of EUR 165 million (December 31, 2018: EUR 155 million; September 30, 2018: EUR 142 million) and real estate liabilities of EUR 42 million (December 31, 2018: EUR 22 million; September 30, 2018: EUR 22 million).

18 / NET FINANCIAL DEBT1 in EUR m

Net financial debt is defined as financial debt minus cash and cash equivalents and certain current financial assets. The leverage ratio is derived by calculating the ratio of net financial debt to adjusted EBITDA of the last twelve months (LTM adjusted EBITDA).

19 / LEVERAGE RATIO1

1

1

Ratio net financial debt to adjusted EBITDA in the last twelve months.

Analysis of Liquidity and Capital Expenditure

20 / CASH FLOW STATEMENT in EUR m

Q3 2019 Q3 2018 Q1–Q3
2019
Q1–Q3
2018
Net income 33 127 248 283
Cash flow from operating
activities
275 301 961 909
Cash flow from investing
activities
–346 –299 –1,112 –1,049
Free cash flow –71 3 –150 –140
Cash flow from financing
activities
–16 –14 –286 –427
Effect of foreign exchange
rate changes on cash and
cash equivalents
12 –3 14 9
Change in cash and cash
equivalents
–76 –14 –422 –559
Cash and cash equivalents
at beginning of reporting
period
685 1,0141 1,031 1,5591
Cash and cash
equivalents at end of
reporting period2
609 1,000 609 1,000

1 Includes cash and cash equivalents of assets held for sale.

2 The cash and cash equivalents shown in the cash flow statement correspond to the cash and cash equivalents reported in the statement of financial position as of the respective closing date.

In the third quarter of 2019, ProSiebenSat.1 Group generated cash flow from operating activities of EUR 275 million (previous year: EUR 301 million). The decline primarily reflects the change in working capital. This is mainly due to an increase in receivables, which increased as of the reporting date due to the revenue development in the Commerce segment. A decline in liabilities also had a negative effect. Cash flow from operating activities amounted to EUR 961 million in the first nine months of 2019 (previous year: EUR 909 million). The increase is primarily due to a tax refund in the second quarter of 2019.

21 / INVESTMENTS BY SEGMENT Q3 20191 in %,

previous year's figures in parentheses

1 Investments by segment before M&A activities.

For the third quarter of 2019, the Group reports a cash flow from investing activities of minus EUR 346 million. This corresponds to an increase in the cash outflow of 16% or EUR 47 million and reflects higher payments for programming investments and increased investments in property, plant and equipment and other intangible assets. The mentioned effects also influenced the first nine months of 2019. Here, the cash outflow amounted to EUR 1,112 million (previous year: EUR 1,049 million). Lower payments for additions to the scope of consolidation had the opposite effect.

_ The cash outflow for additions to the scope of consolidation amounted to EUR 6 million in the third quarter of 2019 (previous year: EUR 3 million) and primarily reflects a deferred purchase price payment for the social advertising provider esome advertising technologies GmbH ("esome"). In the same quarter of the previous year there was a deferred purchase price payment for the film distributor Gravitas Ventures. In the first nine months of 2019, the cash outflow for additions to the scope of consolidation amounted to EUR 100 million (previous year: EUR 233 million). In the first nine months of 2019, the purchase price payment for the acquisition of be Around resulted in cash outflow. In addition, there were deferred purchase price payments for Virtual Minds AG ("Virtual Minds"), Digital-Studio Studio71 and the US production company Kinetic Content, LLC ("Kinetic Content"). The comparatively high figure for the previous year includes purchase price payments for the health brand Zirkulin, esome, the online cancellation service Aboalarm GmbH ("Aboalarm") and the e-commerce marketer Kairion GmbH ("Kairion") and deferred purchase price payments for Verivox Holding, Virtual Minds, and the US production companies Kinetic Content and Fabrik Entertainment, LLC ("Fabrik Entertainment"). Significant Events, page 5

Assets resulting from initial consolidations are not reported as segment-specific investments. Cash and cash equivalents used for the acquisition of the initially consolidated entities are shown as "cash outflow from additions to the scope of consolidation."

_ The cash outflow for the acquisition of programming rights amounted to EUR 286 million in the third quarter of 2019. This is an increase of 15% or EUR 38 million compared to the previous year. As in the previous year, almost all of the programming investments were made in the Entertainment segment. 55% went on licensed programs (Q3 2018: 53%) and 44% on commissioned productions (Q3 2018: 45%). In the first nine months of the year, cash outflows increased by 22% to EUR 865 million (previous year: EUR 711 million). 54% went on licensed programs (Q1 – Q3 2018: 56%) and 45% on commissioned productions (Q1 – Q3 2018: 43%).

Programming investments are a focal point in investing activities. In addition to the purchasing of licensed formats and commissioned productions, in-house formats secure the Group's programming supply. They are based on the development and implementation of own ideas and, unlike commissioned productions, are produced primarily for broadcasting in the near future. For this reason, they are recognized immediately as an expense in cost of sales and are not considered as an investment.

_ Investments in property, plant and equipment increased slightly, amounting to EUR 16 million in the third quarter (previous year: EUR 14 million) and EUR 38 million in the nine-month period (previous year: EUR 33 million). Here, too, the Entertainment segment accounted for the majority of these investments at 81% in the third quarter of 2019 and 73% in the first nine months of 2019 (Q3 2018: 80%; Q1 – Q3 2018: 83%). Besides technical facilities and leasehold improvements, they related to the new campus at the Unterföhring site. EUR 29 million (previous year: EUR 22 million) was invested in other intangible assets in the third quarter and EUR 108 million (previous year: EUR 70 million) in the first nine months. At 57% in the third quarter of 2019 and 69% in the first nine months, the Group's investments in other intangible assets mainly related to the Entertainment segment (Q3 2018: 67%; Q1 – Q3 2018: 72%).

The developments described resulted in free cash flow of minus EUR 71 million for the third quarter of 2019 (previous year: EUR 3 million) and minus EUR 150 million for the nine-month period (previous year: EUR – 140 million). Fig. 22 Fig. 23

M&A cash flow amounted to minus EUR 20 million in the third quarter, after minus EUR 19 million in the previous year (Q1 – Q3 2019: EUR -114 million; Q1 – Q3 2018: EUR -246 million). In both the third quarter and the first nine months of 2019, there were lower cash outflows for additions to the scope of consolidation.

The free cash flow before M&A amounted to minus EUR 51 million in the third quarter (previous year: EUR 22 million). This equates to a change of EUR 73 million, which is based on the change in working capital. At the same time, there was higher cash outflow for the acquisition of programming rights. In the first nine months of the year, free cash flow before M&A activities amounted to minus EUR 36 million, after EUR 105 million in the previous year. Here, too, there was higher cash outflow for the acquisition of programming rights.

Free cash flow: Total cash and cash equivalents generated in operating business less the balance of cash used and generated in the context of investing activities. Free cash flow before M&A: Free cash flow adjusted for cash used and generated by M&A transactions (excl. transaction costs) related to majority acquisitions that are carried out and planned, the purchase and sale of investments accounted for using the equity method and other investments with the exception of media-for-equity investments.

Cash flow from financing activities amounted to minus EUR 16 million in the third quarter of 2019 (previous year: EUR – 14 million). The payments in both reporting periods primarily relate to payments of lease liabilities. In the first nine months of the year, cash flow from financing activities amounted to minus EUR 286 million, after minus EUR 427 million in the previous year. The change is based on the dividend totaling EUR 269 million (previous year: EUR 442 million) paid in June. The first nine months of 2018 also included purchase price payments for additional shares in Sonoma and in Parship Group, both of which were already controlled, amounting to EUR 200 million and the acquisition of additional shares in SilverTours GmbH ("SilverTours"). Cash inflow from the sale of shares in NuCom Group to General Atlantic in the amount of EUR 286 million had an opposite effect.

The Group has a comfortable level of liquidity, although the cash flows described resulted in a decline in cash and cash equivalents of EUR 422 million compared to December 31, 2018 to EUR 609 million. Fig. 24

22 / RECONCILIATION OF FREE CASH FLOW BEFORE M&A MEASURES Q3 2019 in EUR m

Total
cash flow
M&A
cash flow
Cash flow
before
M&A
Cash flow from operating activities 275 –/– 275
Proceeds from the disposal of
property, plant, and equipment, other
intangible assets and other non
current assets
3 3 0
Payments for the acquisition of other
intangible assets and property, plant
and equipment
–44 –/– –44
Payments for the acquisition of
financial assets
–21 –21 0
Proceeds from disposal of
programming assets
5 –/– 5
Payments for the acquisition of
programming assets
–286 –/– –286
Payments for the issuance of loan
receivables to external parties
0 0 –/–
Cash flow from obtaining control of
subsidiaries or other businesses (net of
cash and cash equivalents acquired)
–6 –6 –/–
Cash flow from losing control of
subsidiaries or other businesses (net of
cash and cash equivalents disposed of)
3 3 –/–
Cash flow from investing activities –346 –20 –325
Free cash flow –71 –20 –51

23 / RECONCILIATION OF FREE CASH FLOW BEFORE M&A MEASURES Q1 – Q3 2019 in EUR m

Total
cash flow
M&A
cash flow
Cash flow
before
M&A
Cash flow from operating activities 961 –/– 961
Proceeds from the disposal of
property, plant, and equipment, other
intangible assets and other non
current assets
37 35 2
Payments for the acquisition of other
intangible assets and property, plant
and equipment
–146 –/– –146
Payments for the acquisition of
financial assets
–55 –53 –2
Proceeds from disposal of
programming assets
12 –/– 12
Payments for the acquisition of
programming assets
–865 –/– –865
Payments for the issuance of loan
receivables to external parties
–1 –1 –/–
Cash flow from obtaining control of
subsidiaries or other businesses (net of
cash and cash equivalents acquired)
–100 –100 –/–
Cash flow from losing control of
subsidiaries or other businesses (net of
cash and cash equivalents disposed of)
5 5 –/–
Cash flow from investing activities –1,112 –114 –998
Free cash flow –150 –114 –36

Analysis of Assets and Capital Structure

Total assets decreased by 1%, amounting to EUR 6,410 million as of September 30, 2019 (December 31, 2018: EUR 6,468 million). The most important items in the statement of financial position are described in more detail below. Fig. 25

_ Current and non-current assets: As of September 30, 2019, goodwill increased by 8% to EUR 2,118 million (December 31, 2018: EUR 1,962 million); its share in total assets was 33% (December 31, 2018: 30%). Other intangible assets increased by 3% to EUR 850 million (December 31, 2018: EUR 824 million). These developments are mainly influenced by the initial consolidation of be Around. Property, plant, and equipment increased by 3% to EUR 337 million (December 31, 2018: EUR 327 million).

Other non-current financial and non-financial assets grew by 36% to EUR 338 million (December 31, 2018: EUR 249 million). This increase was primarily due to new media-for-equity investments and the positive development of long-term foreign currency hedges. Other current financial and non-financial assets increased by 12% to EUR 137 million (December 31, 2018: EUR 122 million), primarily due to higher VAT receivables. In addition, current trade receivables decreased by 3% to EUR 511 million (December 31, 2018: EUR 529 million).

Programming assets increased by 10% year-on-year and amounted to EUR 1,222 million (December 31, 2018: EUR 1,113 million). They made up 19% of total assets (December 31, 2018: 17%) and comprise non-current and current programming assets.

Cash and cash equivalents amounted to EUR 609 million. This equates to a decline of 41% or EUR 422 million compared to December 31, 2018, and reflects the development of cash flow. Analysis of Liquidity and Capital Expenditure, page 15

  • _ Equity: Equity increased by 9% or EUR 95 million to EUR 1,165 million. This development is based on the positive total comprehensive income and the contribution of the shares in Marketplace by General Atlantic, which led to the increase in non-controlling interests. This was offset by the dividend payment for 2018 in the amount of EUR 269 million (previous year: EUR 442 million). The corresponding equity ratio was 18.2% (December 31, 2018: 16.5%).
  • _ Current and non-current liabilities: Debt decreased slightly compared to the previous closing date; overall, liabilities and provisions fell by 3% compared to December 31, 2018, to EUR 5,245 million (December 31, 2018: EUR 5,398 million). This was mainly due to payments and positive valuation effects from put-option liabilities and to the decrease in provisions for onerous contracts. The increase in trade payables had the opposite effect. Non-current and current financial debt reported in debt was virtually unchanged at EUR 3,197 million (December 31, 2018: EUR 3,194 million).

24 / CHANGE IN CASH AND CASH EQUIVALENTS in EUR m

25 / STRUCTURE OF THE STATEMENT OF FINANCIAL POSITION in %

Non-Current Assets Current Assets Equity Non-current Liabilities Current Liabilities

RISK AND OPPORTUNITY REPORT

ProSiebenSat.1 Group's opportunity situation has not changed fundamentally compared to the end of 2018. The Group's overall risk situation has increased compared to the end of 2018 due to the macroeconomic downturn over the course of the year and the associated downturn in advertising market activity, the rise in content risks in the Entertainment business, and the increased sales risks in the Commerce segment. Risks that increased compared to the end of 2018 are described in more detail below.

We currently estimate that, despite the increased overall risk situation over the course of the year, there are no risks presently discernible that, individually or in combination with other risks, pose a threat to the company as a going concern. However, the changes in the overall risk situation compared to the end of 2018 or relevant changes in individual risks such as the worsened macroeconomic environment are included in the Group's assessment of the outlook or full-year outlook.

ProSiebenSat.1 Media SE has implemented a comprehensive risk management system to systematically identify, assess, manage and monitor risks. Risks reported as part of this system are summarized into categories and clusters. All relevant individual risks are examined in detail and managed as part of regular reporting. We monitor all relevant risks as part of the risk management process; in this risk report, however, we focus only on changes in those risks which have been classified as medium or high in their overall significance.

RISKS AT GROUP LEVEL

Operating Risks: Macroeconomic Risks

Over the course of 2019, the weakening of the global economy continued. After a slightly declining second quarter, economic output is also expected to fall in the third quarter. While the Joint Economic Forecast issued in spring 2019 anticipated real growth of 0.8% for 2019 as a whole, its current forecast is for growth of only 0.5%. The German economy continues to be supported by the robust domestic economy and solid private consumer spending. Therefore, a lasting recession is not expected at present. Nevertheless, there is a growing risk that the unfavorable external conditions could spread to Germany's domestic economy. The Joint Economic Forecast in spring 2019 also lowered its forecast for gross domestic product in 2020 by 0.7 percentage points. Growth is now expected to amount to only 1.1%.

We, too, consider the economic risks to be higher than at the end of 2018. As companies' advertising expenditure and other investment decisions are influenced by the general economic situation and sentiment, we see this external risk as a high risk with a very high impact on earnings performance. Previously, we considered the risk to be medium with a high impact on earnings performance. We continue to classify the probability of occurrence as possible. Economic Development, page 6

ENTERTAINMENT SEGMENT

Operating Risks: Content Risks

SUCCESS OF IN-HOUSE AND COMMISSIONED PRODUCTIONS AND LOCAL CONTENT STRATEGY

Programs with a local focus are increasingly becoming a competitive advantage over global streaming services. Therefore, ProSiebenSat.1 Group has further developed its content strategy and is focusing more heavily on broadcasting live and local formats in addition to opportunities for digital exploitation.

Due to the associated increase in the proportion of in-house and commissioned productions in programming as a whole, the effect of the risk has risen since the first quarter of 2019 from low to moderate. The probability of occurrence remains possible. The resulting risk has therefore increased, and we now categorize its significance as medium overall, previously the risk was low.

LICENSED CONTENT/NEGOTIATING POSITION WITH STUDIOS AND INDEPENDENTS (INCL. QUALITY OF THE CONTENT)

In light of the growing market presence of global streaming services, competitive pressure on European media companies has increased. In addition, competition is also being stimulated by market consolidation among providers. With regard to rights exploitation, ProSiebenSat.1 Group's licensed US programs are no longer enjoying the same success among TV viewers as before. Programs that viewers can connect with at a local level are increasingly becoming a competitive advantage. Therefore, ProSiebenSat.1 Group has further developed its content strategy and is focusing more heavily on broadcasting local programming in addition to opportunities for digital exploitation.

Due to its impact on earnings performance, as of the third quarter of 2019 we now consider this risk to be moderate. Previously, we considered the risk to be low. We continue to classify the probability of occurrence as possible. The resulting risk has therefore increased, and we categorize its significance as medium overall. Previously the risk was low.

COMMERCE SEGMENT

Operating Risks: Sales Risks

Developments in the market structure of the portfolio companies in the Commerce segment and intensified activities on the part of competitors are increasingly affecting sales in the Commerce segment. For example, this includes a weaker energy market. To counter these developments, ProSiebenSat.1 Group is constantly working to improve its products and services and is therefore systematically pressing ahead with the digitalization and growth strategy of its portfolio, including by way of necessary investments.

Since the second quarter of 2019, we have considered the occurrence of sales risks in the Commerce segment to be possible. Due to its high impact, we categorize the significance of the risk as medium overall. Previously, we considered the risk to be low with an unlikely probability of occurrence and a medium impact.

The risks identified as medium or high and significant opportunities are described in the Annual Report 2018 from page 123. The organizational requirements for risk and opportunity management are also explained here. The Annual Report was published on March 21, 2019, and is available at https://www.prosiebensat1.com/en/investor-relations/ publications/annual-reports .

OUTLOOK

FUTURE BUSINESS AND INDUSTRY ENVIRONMENT

In their Joint Economic Forecast, the leading German research institutes adjusted their outlook from spring 2019 on the basis of the current significant economic slowdown and are now expecting gross domestic product to grow by 0.5% in real terms over 2019 as a whole, as opposed to 0.8% previously. Negative effects on the export-oriented German economy are mainly arising from global economic development, trade disputes – particularly between the US and China – and risks within Europe and the eurozone, such as threat of a no-deal Brexit. No rapid recovery is expected in 2020, either. The Joint Economic Forecast from spring 2019 was lowered by 0.7 percentage points to growth of 1.1%. However, this figure exaggerates the economic momentum, as 0.4 percentage points are attributable merely to the higher number of working days in 2020.

Positive impetus is currently coming mainly from the domestic construction industry and private consumer spending. Robust labor market development and rising incomes and transfer payments are currently expected for full-year 2019. It remains to be seen how far this development can continue in 2020 given the current macroeconomic downturn. In spite of this, the Joint Economic Forecast is currently still projecting real growth of private consumer spending of 1.4% for both years. Economic Development, page 6 Risk and Opportunity Report, page 19

In view of the weaker economic development and continuing structural changes in the advertising market, current forecasts anticipate a net decline for the TV advertising market again in 2019. The expectations vary between minus 1.8% (ZenithOptimedia) and minus 2.1% (Magna Global). According to ProSiebenSat.1 Group, the nine-month period was below Magna Global's forecast.

In contrast, in-stream video advertising is likely to continue its dynamic development and drive growth on the online advertising market. The expectations here range between a net increase of 6.4% (ZenithOptimedia) and 10.0% (Magna Global). For the German advertising market as a whole, Magna Global anticipates net growth of 2.1%, whereas ZenithOptimedia forecasts a decline of 0.6% for 2019. This shows that the effects of macroeconomic uncertainties on the advertising industry and in particular on the TV advertising market cannot currently be forecast reliably. Fig. 26 Development of the Advertising Market, page 6

26 / FORECAST FOR GDP, PRIVATE CONSUMPTION AND NET ADVERTISING MARKET IN COUNTRIES IMPORTANT FOR PROSIEBENSAT.1 GROUP in %, change vs. previous year

2019e 2020e

Sources: GER: Joint Economic Forecast Autumn 2019. / AT: Austrian Institute for Economic Research (WIFO), Economic Forecast Autumn 2019. CH: State Secretariat Economic Affairs (SECO), Economic Forecast Autumn 2019. 1 Magna Global Ad Forecast June 2019.

e: estimate

COMPANY OUTLOOK

ProSiebenSat.1 Group maintains its full-year targets communicated for the current fiscal year, i.e. a revenue increase in the mid-singledigit percentage range and – as outlined during the conference call for the second quarter – an adjusted EBITDA margin at the lower end of the target range of 22% to 25%. As already announced at the start of the year, however, the achievement of these financial targets is subject to the development of the macroeconomic environment and the TV advertising market. Adjusted net income for the full-year will be lower than in the previous year, as announced, reflecting the development of adjusted EBITDA.

In the first nine months, the development of revenues and earnings was largely in line with the Group's expectations. This is mainly attributable to the positive revenue development of Red Arrow Studios, NuCom Group and the digital and smart advertising business. In contrast, TV core advertising revenues are showing a downward trend, which was amplified in the third quarter by increased macroeconomic uncertainties. In terms of earnings, the weaker than originally predicted development of the TV advertising business was partially offset by cost measures.

The fourth quarter is traditionally the most important financial quarter for ProSiebenSat.1 Group, in which around one-third of the total annual revenues and close to 40% of adjusted EBITDA are generated. Despite the challenging economic conditions, the Group has decided to continue investing at a high level in the Entertainment business and in an acceleration of NuCom Group's growth. As announced, the investments will focus on the online beauty provider Flaconi in order to further enhance its market position both with regard to the important Christmas business and in the long term. Including these additional expenses, ProSiebenSat.1 Group now expects NuCom Group's adjusted EBITDA for the full-year to be around EUR 100 million and thus at around the previous year's level. At the same time, the potential range of TV advertising revenues that can be generated in the fourth quarter is usually much higher as a result of customers' individual investment decisions.

Visibility in the core business remains low at the start of the fourth quarter. Should the TV advertising environment remain weak and should TV core advertising revenues decline by an up to high-singledigit percentage in this quarter, adjusted EBITDA would decline by up to EUR 60 million. This also takes into account the planned additional investments recognized as expense in the fourth quarter. Depending on the development of the TV advertising business, the Group's adjusted EBITDA in the full-year would therefore decline to up to around EUR 850 million in this scenario. Despite the current more difficult macroeconomic conditions, the Group believes that it is on track to successfully continue the transformation of the Entertainment business and to keep strengthening its areas of growth.

As in the past, the Group will make specific statements about the financial targets for financial year 2020 at the Annual Press Conference on March 5, 2020.

INCOME STATEMENT

27 / INCOME STATEMENT OF PROSIEBENSAT.1 GROUP in EUR m

Q3 2019 Q3 2018 Q1–Q3 2019 Q1–Q3 2018
1. Revenues 926 892 2,786 2,685
2. Cost of sales –571 –544 –1,628 –1,512
3. Gross profit 355 348 1,158 1,174
4. Selling expenses –143 –131 –435 –365
5. Administrative expenses –153 –105 –404 –447
6. Other operating expenses –3 –3 –7 –9
7. Other operating income 8 23 26 39
8. Operating result 64 133 337 393
9. Interest and similar income 0 1 1 4
10. Interest and similar expenses –16 –16 –41 –59
11. Interest result –16 –15 –39 –55
12. Result from investments accounted for using the equity method –4 –3 –25 –8
13. Other financial result 4 62 84 77
14. Financial result –16 44 20 14
15. Result before income taxes 48 177 357 407
16. Income taxes –15 –49 –109 –124
NET INCOME 33 127 248 283
Net income attributable to shareholders of ProSiebenSat.1 Media SE 34 126 249 279
Net income attributable to non-controlling interests 0 1 –1 4
in EUR
Earnings per share
Basic earnings per share 0.15 0.55 1.10 1.22
Diluted earnings per share 0.14 0.54 1.09 1.21

STATEMENT OF COMPREHENSIVE INCOME

28 / STATEMENT OF COMPREHENSIVE INCOME OF PROSIEBENSAT.1 GROUP in EUR m

Q3 2019 Q3 2018 Q1–Q3 2019 Q1–Q3 2018
Net income 33 127 248 283
Items subsequently reclassified to profit or loss
Change in foreign currency translation adjustment 20 –3 24 9
Changes in fair value of cash flow hedges 46 –19 45 12
Deferred tax on other comprehensive income –13 5 –13 –3
Other comprehensive income 53 –17 57 17
Total comprehensive income 86 111 305 300
Total comprehensive income attributable to shareholders of
ProSiebenSat.1 Media SE
86 110 305 296
Total comprehensive income attributable to non-controlling interests 0 1 –1 4

STATEMENT OF FINANCIAL POSITION

29 / STATEMENT OF FINANCIAL POSITION OF PROSIEBENSAT.1 GROUP in EUR m

09/30/2019 12/31/2018
adjusted1
A. Non-current assets
I. Goodwill 2,118 1,962
II. Other intangible assets 850 824
III. Property, plant and equipment 337 327
IV. Investments accounted for using the equity method 52 77
V. Non-current financial assets 334 244
VI. Programming assets 1,067 937
VII. Other receivables and non-current assets 5 4
VIII. Deferred tax assets 100 95
4,862 4,470
B. Current assets
I. Programming assets 155 177
II. Inventories 66 42
III. Current financial assets 68 69
IV. Trade receivables 511 529
V. Current tax assets 70 98
VI. Other receivables and current assets 69 53
VII. Cash and cash equivalents 609 1,031
1,548 1,998
Total assets 6,410 6,468
09/30/2019 12/31/2018
adjusted1
A. Equity
I. Subscribed capital 233 233
II. Capital reserves 1,044 1,043
III. Consolidated equity generated –139 –119
IV. Treasury shares –64 –64
V. Accumulated other comprehensive income 92 36
VI. Other equity –230 –246
Total equity attributable to shareholders of ProSiebenSat.1 Media SE 937 883
VII. Non-controlling interests 228 187
1,165 1,070
B. Non-current liabilities
I. Non-current financial debt 3,190 3,189
II. Other non-current financial liabilities 314 349
III. Trade payables 59 53
IV. Other non-current liabilities
26
V. Provisions for pensions
26
VI. Other non-current provisions 52 111
VII. Deferred tax liabilities 269 239
3,937 3,974
C. Current liabilities
I. Current financial debt 7 5
II. Other current financial liabilities 132 200
III. Trade payables 610 550
IV. Other current liabilities 306 362
V. Provisions for taxes 84 109
VI. Other current provisions 169 198
1,308 1,424
Total equity and liabilities 6,410 6,468

1 At December 31, 2018, an amount of EUR 116 million relating to the effects of General Atlantic's acquisition of a non-controlling interest in 2018 was reclassified between the equity items VI. "Other equity" and VII. "Non-controlling interests" due to a necessary adjustment identified in the first quarter of 2019. Consequently, "Non-controlling interests" declined by EUR 116 million and "Other equity" increased correspondingly by EUR 116 million, compared to amounts previously reported.

25 Quarterly Statement for the Third Quarter of 2019

Statement of Financial Position

CASH FLOW STATEMENT

30 / CASH FLOW STATEMENT OF PROSIEBENSAT.1 GROUP in EUR m

Q3 2019 Q3 2018 Q1–Q3 2019 Q1–Q3 2018
Net income 33 127 248 283
Income taxes 15 49 109 124
Financial result 16 –44 –20 –14
Depreciation, amortization and impairments of other intangible assets and
property, plant and equipment
58 54 169 157
Consumption/reversal of impairment of programming assets 226 209 675 655
Change in provisions for pensions and other provisions 1 –33 –19 1
Gain/loss on the sale of assets –1 –19 –3 –22
Other non-cash income/expenses –1 –1 –4 0
Change in working capital –21 17 –68 –80
Dividends received 0 1 7 7
Income tax paid –45 –49 –98 –156
Interest paid –8 –10 –38 –48
Interest received 1 0 3 2
Cash flow from operating activities 275 301 961 909
Proceeds from disposal of other intangible assets, property,
plant and equipment and financial assets
3 2 37 30
Payments for the acquisition of other intangible assets and property,
plant and equipment –44 –36 –146 –103
Payments for the acquisition of financial assets –21 –12 –55 –39
Proceeds from disposal of programming assets 5 5 12 12
Payments for the acquisition of programming assets –286 –248 –865 –711
Payments for the issuance of loan receivables to external parties 0 –7 –1 –6
Payments for the issuance of loan receivables to financial assets –/– –2 –/– –5
Proceeds from the repayment of loan receivables from financial assets –/– –/– –/– 1
Cash flow from obtaining control of subsidiaries or other businesses
(net of cash and cash equivalents acquired)
–6 –3 –100 –233
Cash flow from losing control of subsidiaries or other businesses
(net of cash and cash equivalents disposed of)
3 3 5 5
Cash flow from investing activities –346 –299 –1,112 –1,049
Free cash flow –71 3 –150 –140
Dividend paid –/– –/– -269 -442
Repayment of interest-bearing liabilities -7 0 -12 -1
Proceeds from issuance of interest-bearing liabilities 3 0 24 5
Repayment of lease liabilities -11 -10 -31 -30
Proceeds from the sale of shares in other entities without change in control –/– 0 –/– 286
Payments for shares in other entities without change in control 0 -1 -2 -222
Proceeds from non-controlling interests –/– –/– 7 1
Dividend payments to non-controlling interests -1 -2 -3 -26
Cash flow from financing activities -16 -14 -286 -427
Effect of foreign exchange rate changes on cash and cash equivalents 12 -3 14 9
Change in cash and cash equivalents -76 -14 -422 -559
Cash and cash equivalents at beginning of reporting period 685 1,0141 1,031 1,5591
Cash and cash equivalents at end of reporting period 609 1,000 609 1,000

1 Includes cash and cash equivalents of assets held for sale.

STATEMENT OF CHANGES IN EQUITY

31 / STATEMENT OF CHANGES IN EQUITY OF PROSIEBENSAT.1 GROUP Q1 – Q3 2018 in EUR m

Accumulated other comprehensive income
Sub
scribed
capital
Capital
reserves
Consoli
dated
equity
gene
rated
Trea
sury
shares
Foreign
currency
trans
lation
adjust
ment
Fair value
changes
of
cash flow
hedges
Valuation
of
provisions
for
pensions
De
ferred
taxes
Other
equity
Total equity
attributable to
shareholders of
ProSiebenSat.1
Media SE
Non-con
trolling
interests
Total
equity
December 31, 2017 233 1,055 79 –13 –14 7 –9 1 –113 1,225 26 1,252
Change in reporting
standards
–/– –/– –5 –/– –/– –/– –/– –/– –/– –5 –/– –5
January 1, 2018 233 1,055 74 –13 –14 7 –9 1 –113 1,221 26 1,247
Net income –/– –/– 279 –/– –/– –/– –/– –/– –/– 279 4 283
Other comprehen
sive income
–/– –/– –/– –/– 9 12 –/– –3 –/– 17 –/– 17
Total comprehen
sive income
–/– –/– 279 –/– 9 12 –/– –3 –/– 296 4 300
Dividends –/– –/– –442 –/– –/– –/– –/– –/– –/– –442 –26 –468
Share-based
payments
–/– –17 –/– –/– –/– –/– –/– –/– –/– –17 –/– –17
Other changes –/– 1 0 –/– –/– –/– –/– –/– –101 –100 189 89
September 30, 20181
adjusted
233 1,039 –88 –13 –5 18 –9 –3 –214 958 193 1,151

32 / STATEMENT OF CHANGES IN EQUITY OF PROSIEBENSAT.1 GROUP Q1 – Q3 2019 in EUR m

Accumulated other comprehensive income
Sub
scribed
capital
Capital
reserves
Consoli
dated
equity
gene
rated
Trea
sury
shares
Foreign
currency
trans
lation
adjust
ment
Fair value
changes
of
cash flow
hedges
Valuation
of
provisions
for
pensions
De
ferred
taxes
Other
equity
Total equity
attributable to
shareholders of
ProSiebenSat.1
Media SE
Non-con
trolling
interests
Total
equity
December 31, 20181
adjusted
233 1,043 –119 –64 4 54 –10 –13 –246 883 187 1,070
Net income –/– –/– 249 –/– –/– –/– –/– –/– –/– 249 –1 248
Other comprehen
sive income
–/– –/– –/– –/– 24 45 –/– –13 –/– 56 0 57
Total comprehen
sive income
–/– –/– 249 –/– 24 45 –/– –13 –/– 305 –1 305
Dividends –/– –/– –269 –/– –/– –/– –/– –/– –/– –269 –3 –272
Other changes –/– 1 0 0 –/– –/– –/– –/– 16 17 45 62
September 30, 2019 233 1,044 –139 –64 27 100 –10 –25 –230 937 228 1,165

1 As of September 30, 2018, and December 31, 2018, amounts were reclassified between the equity items "Other equity" and "Non-controlling interests" due to a necessary adjustment identified in the first quarter of 2019 in relation to the effects of General Atlantic's entry in 2018. The reclassification amounts to EUR 19 million as of September 30, 2018. Consequently, "Non-controlling interests" increased by EUR 19 million while "Other equity" decreased by EUR 19 million as of September 30, 2018, compared to the amounts previously reported. As of December 31, 2018, the reclassification amounted to EUR 116 million, with "Non-controlling interests" being reported as EUR 116 million lower and "Other equity" as EUR 116 million higher after the adjustment.

FINANCIAL CALENDAR

Date Event
03/05/2020 Publication of the Annual Report 2019
03/05/2020 Press Conference/IR Conference on Figures 2019
Press Release, Press Conference in Munich, Conference Call with analysts and investors
05/07/2020 Publication of the Quarterly Statement for the First Quarter of 2020
Press Release, Conference Call with analysts and investors, Conference Call with journalists
06/10/2020 Annual General Meeting 2020
07/31/2020 Publication of the Half-Yearly Financial Report of 2020
Press Release, Conference Call with analysts and investors, Conference Call with journalist
11/05/2020 Publication of the Quarterly Statement for the Third Quarter of 2020
Press Release, Conference Call with analysts and investors, Conference Call with journalist

Financial Calendar

Editorial Information

EDITORIAL INFORMATION

PRESS

ProSiebenSat.1 Media SE Corporate Communications Medienallee 7 85774 Unterföhring, Germany Phone: +49 [0]89 95 07—11 45 Fax: +49 [0]89 95 07—11 59 E-Mail: [email protected]

INVESTOR RELATIONS

ProSiebenSat.1 Media SE Investor Relations Medienallee 7 85774 Unterföhring, Germany Phone: +49 [0]89 95 07—15 02 Fax: +49 [0]89 95 07—15 21 E-Mail: [email protected]

PUBLISHED BY

ProSiebenSat.1 Media SE Medienallee 7 85774 Unterföhring, Germany Phone: +49 [0]89 95 07—10 Fax: +49 [0]89 95 07—11 21 www.ProSiebenSat1.com HRB 219 439 AG München

CONTENT & DESIGN

ProSiebenSat.1 Media SE Corporate Communications

Strichpunkt Design, Stuttgart/Berlin

This and other publications are available on the Internet, along with information about ProSiebenSat.1 Group, at

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements regarding ProSiebenSat.1 Media SE and ProSiebenSat.1 Group. Such statements may be identified by the use of such terms as "expects," "intends," "plans," "assumes," "pursues the goal," and similar wording. Various factors, many of which are outside the control of ProSiebenSat.1 Media SE, could affect the Company's business activities, success, business strategy and results. Forward-looking statements are not historical facts, and therefore incorporate known and unknown risks, uncertainties and other important factors that might cause actual results to differ from expectations. These forward-looking statements are based on current plans, goals, estimates and projections, and take account of knowledge only up to and including the date of preparation of this report. Given these risks, uncertainties and other important factors, ProSiebenSat.1 Media SE undertakes no obligation, and has no intent, to revise such forward-looking statements or update them to reflect future events and developments. Although every effort has been made to ensure that the provided information and facts are correct, and that the opinions and expectations reflected here are reasonable, ProSiebenSat.1 Media SE assumes no liability and offers no warranty as to the completeness, correctness, adequacy and/or accuracy of any information or opinions contained herein.

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